TERMS AND CONDITIONS OF SALE TO END USERS

OVERVIEW

By using and/or purchasing products and services supplied by Paragon Genomics (“Products”), you agree to be bound by the following Terms and Conditions (“TERMS AND CONDITIONS”, “Terms”).

SECTION 1 – MODIFICATIONS TO PRICES

Online prices for our products are subject to change without notice. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of our Products and/or Services.

SECTION 2 – USE OF PRODUCTS OR SERVICES

Products and Services developed and sold by Paragon Genomics are for Research Use Only, not for use in diagnostic procedure. Unless otherwise stated on product labels, our products are not intended to be administered to humans or animals. You also assume the duty to warn your employees, those associated with you and any auxiliary personnel (such as freight handlers, etc.) of any risks involved in using or handling the Products. You agree to comply with instructions, if any, furnished by Paragon Genomics relating to the use of the Products and not misuse the Products in any manner. No Products purchased from Paragon Genomics shall, unless otherwise stated, be considered to be foods, drugs, medical devices or cosmetics.

For product safety information, please refer to the various MSDS, available upon request. Certain products or services may be available exclusively online through our website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy (See Section 7).

We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us.

SECTION 3 – PAYMENT TERMS AND METHODS

For orders placed by any first-time customer in the United States, 100% of the total invoiced amounts shall be paid prior to shipment of products. For orders placed by existing customers in the United States, payment term is Net 30 days after invoice date. We offer credit card purchases on any of our products in the United States. We take Visa®, MasterCard®, and American Express® through phone orders and online. We also accept wire transfers and checks.

For orders placed by any first-time international customer outside the United States, please contact [email protected]

All payments shall be made in U.S. Dollars.

SECTION 4 – TAXES AND FEES

Paragon Genomics, Inc. shall not be responsible for the payment of any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between, with the sole exception of any sales taxes invoiced and collected from you by Paragon Genomics, Inc. If Paragon Genomics, Inc. is required to pay any such tax, fee or charge, you shall reimburse us therefore or provide us at the time the order is submitted an exemption certificate or other document acceptable to the authority imposing the tax, fee or charge.

SECTION 5 – DELIVERY

Once we received your order, we will normally ship the products within 24 hours. Shipping days are Monday through Friday to most of the United State. We reserve the right to make deliveries in installments, all such installments to be separately invoiced and paid for when due per invoice. The Products will be shipped to the destination specified by you, F.C.A. (incoterms 2010) South San Francisco, CA. We may accept Buyer-designated carrier. Purchaser is responsible for freight and insurance which will be added to the invoice and paid by Purchaser.

SECTION 6 – ACCURACY OF BILLING AND ACCOUNT INFORMATION

You agree to provide current, complete and accurate purchase and account information for all purchases made with us. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

SECTION 7 – RETURN POLICY

We cannot accept return of product/products for credit without prior written consent. Returns will only be accepted in instances of errors attributable to Paragon Genomics, Inc. or any of its subsidiaries, or where the products are not meeting the specifications of their intended use, when used as directed. Paragon Genomics will not accept materials that has become outdated, were ordered in error, or can no longer be used due to changes in procedures. The return of a stocked item may be subject to a minimum restocking fee of 20% of the list price.

Our return policy lasts 30 days. If 30 days have gone by since your purchase, unfortunately we can’t offer you a refund or exchange. To complete your return, we require a receipt or proof of purchase. Once your return is received and inspected, we will send you an email to notify you that we have received your returned item. We will also notify you of the approval or rejection of your refund. If you are approved, then your refund will be processed, and a credit will automatically be applied to your account, within a certain amount of days. Shipment of authorized returns should be made within 30 days of the approval of return.

We only replace items if they are defective or damaged. If you need to exchange it for the same item, send us an email at [email protected] To return your product, you should mail your product to an address we designate. Please contact [email protected] for specific shipping instruction. Normally, we shall ship the replacement products to your designated place within two weeks after approval.

If the return is due to the product quality issue, the shipping cost will be covered by us.

SECTION 8 – RESALE, DISTRIBUTION AND EXPORT PROHIBITED

You warrant to Paragon Genomics that you will use the Products and Services directly and as permitted by Section 2 above, and you further agree that the Products and Services may not be marketed, distributed, resold or exported by you for any purpose without the authorization of Paragon Genomics.

SECTION 9 – PATENT DISCLAIMER

We do not warrant that the use or sale of the Products and Services delivered hereunder will not infringe the claims of any United States or other patents covering the product and service itself or the use thereof in combination with other products and services or in the operation of any process.

SECTION 10 – LIMITED PRODUCT WARRANTY; LIMITATION OF LIABILITY

Any product that does not meet our performance specifications stated in the product manual will be replaced at no charge, when used as directed by our product protocols or instructions. This warranty limits our liability to the replacement of the product. THIS WARRANTY IS EXCLUSIVE, AND PARAGON GENOMICS, INC. MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENT OR INTELLECTUAL PROPERTY RIGHTS. Paragon Genomics, Inc.’s warranties made in connection with any sale shall not be effective if Paragon Genomics, Inc. has determined, in its sole discretion, that you have misused the Products in any manner, have failed to use the Products in accordance with industry standards and practices, or have failed to use the Products in accordance with instructions and/or protocols, if any, furnished by Paragon Genomics, Inc. PARAGON GENOMICS, INC.’S SOLE AND EXCLUSIVE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO PRODUCTS PROVED TO PARAGON GENOMICS, INC.’S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN PARAGON GENOMICS, INC.’S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH PARAGON GENOMICS, INC.’S INSTRUCTIONS. PARAGON GENOMICS, INC. SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS, EVEN IF PARAGON GENOMICS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, COST OF CAPITAL, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, ANY LIABILITY OF BUYER TO A THIRD PARTY, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR PROPERTY DAMAGE. PARAGON GENOMICS, INC.’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO CASE EXCEED THE CONTRACT PRICE FOR THE SPECIFIC PRODUCTS THAT GIVE RISE TO THE BREACH. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY.

SECTION 11 – FORCE MAJEURE

Paragon Genomics shall not be liable for any failure to perform the contract or supply any material, or for any delay or non-delivery due to strikes, fires, explosion, flood, riot, lockouts, injunction, interruption of transportation, accidents, inability to obtain supplies at reasonable prices, war or apprehension of war, force majeure, governmental action, or any other circumstances beyond the control of Paragon Genomics, Inc.

SECTION 12 – PERSONAL INFORMATION

Your submission of personal information through our website or offline venues is governed by our Privacy Policy. You can view our Privacy Policy at www.paragongenomics.com/privacy-policy.

SECTION 13 – ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on our site or in product manuals or documents that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on any related website or document is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information on any related website or documents, including without limitation, pricing information, except as required by law. No specified update or refresh date applied on any related website or documents, should be taken to indicate that all information on any related website or documents has been modified or updated.

SECTION 14 – INDEMNIFICATION

You agree to indemnify, defend and hold Paragon Genomics, Inc. and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these TERMS AND CONDITIONS or your violation of any law or the rights of a third-party.

SECTION 15 – SEVERABILITY

In the event that any provision of these TERMS AND CONDITIONS is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these TERMS AND CONDITIONS, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 – TERMINATION

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These TERMS AND CONDITIONS are effective unless and until terminated by either you or us. You may terminate these TERMS AND CONDITIONS at any time by notifying us that you no longer wish to use our Services or Products.

SECTION 17 – ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these TERMS AND CONDITIONS shall not constitute a waiver of such right or provision.

These TERMS AND CONDITIONS and any policies or operating rules posted by us on our website or in respect to our Products and Services constitutes the entire agreement and understanding between you and us and govern your use of our products and/or services, superseding any prior communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the TERMS AND CONDITIONS).

SECTION 18 – GOVERNING LAW

These TERMS AND CONDITIONS and any separate agreements whereby we provide you Products and/or Services shall be governed by and construed in accordance with the laws of California, United States.

SECTION 19 – CONTACT INFORMATION

Questions about the TERMS AND CONDITIONS should be sent to us at [email protected]