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Last Updated: 6 September 2016

Terms and Conditions

Subject to the following terms and conditions, HudsonAlpha Institute for Biotechnology, Inc., through its Genomic Services Lab ("HAIB"), agrees to perform, and Customer agrees to pay for, sequencing services of Customer's nucleic acid samples as set forth in the order submitted by Customer through HAIB's website ("Services"). The order shall be deemed accepted upon the Customer's satisfactory completion and submission of an order through HAIB's website, and HAIB's receipt of the appropriate samples and documentation as set forth herein.



Sample Handling

  1. All samples must meet HAIB's submission requirements, a current copy of which is located at https://gsl.hudsonalpha.org/information/sample
  2. Samples submitted to HAIB may be assessed by HAIB for quality. A current copy of HAIB's quality control guidelines is located at https://gsl.hudsonalpha.org/information/sample/qc. In the event Customer chooses to proceed with sequencing for a sample that fails QC, HAIB cannot be responsible for the quality of the data produced and all costs will be due and payable.
  3. Any samples that fail QC, and are replaced by Customer, should be treated as brand new samples, with a new order placed through the website and new sample IDs.
  4. HAIB will not pool samples. If a sample shows insufficient quantity for the intended assay, a new aliquot of sufficient volume and concentration should be provided. Any unused samples will be returned to the Customer upon request. Shipping and handling fees will apply.
  5. Any sample that does not meet HAIB's submission requirements (for instance, shipped in unlabeled tubes or too dilute) will be assessed an additional sample handling fee.
  6. Orders with 10 or more samples should be submitted to HAIB in half-skirt or full-skirt PCR plates with no deep wells. Orders with 10 or more samples that do not arrive in plates may be subject to additional handling charges of up to $25 per sample at HAIB's discretion.
  7. Sequencing performance of non-HAIB created libraries cannot be guaranteed. Further information regarding HAIB's library services can be located at https://gsl.hudsonalpha.org/information/library. Customers are responsible for all sequencing costs associated with submitted libraries. Sequencing services for libraries not prepared by the HAIB must be pre-paid.
  8. Once Customer's order is submitted to HAIB, Customer will receive a confirmation e-mail, which will include a Summary of the Requested Services, as well as shipping instructions. All samples must comply with the shipping instructions, a current copy of which is located at https://gsl.hudsonalpha.org/information/sample
  9. Together with Customer's samples submitted to HAIB, Customer shall submit an executed Hazardous Materials Declaration, a current copy of which is located at https://gsl.hudsonalpha.org/static/pdf/GSL_Hazardous_Materials.pdf .A copy of the Hazardous Materials Declaration will normally be provided by HAIB with the confirmation e-mail referred to in paragraph 7.
  10. Samples provided by Customer to HAIB shall: (a) if appropriate, be de-identified (e.g., contain no information that could reasonably be used to identify any human subject from which it was obtained); (b) have proper informed consents (if required) from any subjects from which the sample was obtained; (c) have all necessary Customer approvals related to the Services; (d) have no obligations for HAIB for any specific identification methods or labeling, and no duty to report results except to Customer; (e) not infringe, nor shall HAIB's utilization of the sample infringe, the intellectual property rights of any third party; (f) be safe and non-hazardous samples, and not present a risk of bodily harm or property damage to HAIB; and (g) sufficient and appropriate on which to perform the Services, with any special handling and/or delivery requirements for samples described in the order.
  11. HAIB prefers to accept samples in one of two forms: purified RNA/DNA or completed libraries. Samples sent in any other state (amplified nucleic acids, libraries in a semi-complete state) may be accepted; however HAIB will not guarantee performance nor accept liability for samples arriving at any state other than purified RNA/DNA or completed library. HAIB has implemented many QC/QA procedures throughout all steps of every protocol; if any step was completed incorrectly by the Customer it can have disastrous implications for downstream performance. Therefore, any Customer choosing to send semi-complete samples or libraries is assuming all risk of poorly performing samples, as HAIB will not guarantee any work not performed in-house.
  12. ChIP-seq experiments are by nature extremely complex and contain a large number of variables, including DNA sonication sizes, cross-linking protocols, immunoprecipitation efficiency, post-IP purification, and limited quantities of DNA produced. If we are not able to quality control the submitted ChIP DNA, it is impossible to predict the performance of an experiment, both from a technical standpoint (i.e. will a high-quality sequencing library be produced) and from an analysis standpoint (i.e. will the results show expected, high quality data). For any samples that do not meet input specifications, or are not able to be quality controlled due to limited DNA amounts or volume, we will not warranty any technical aspects or analysis performance. For ALL samples submitted for ChIP-seq, we make no warranties for analysis performance, meaning that we do not guarantee the results will be what are expected or are valuable because we have no control over the highly complex nature of the ChIP portion of a ChIP-seq experiment. We can only work with the DNA we receive, and since we do not know the true nature of what is received, we cannot predict the outcome. For all but the most experienced labs who have a long track record of success with ChIP technologies, we recommend using a full-service provider such as Active Motif.
  13. The Chromium platform from 10X Genomics requires high molecular weight gDNA as input. Experience has shown that there are other factors important for the success of the protocol, many of which cannot be measured. These include other DNA damage, nicking, residual chemicals/proteins, etc. In addition, size of the gDNA as measured during QC does not always predict the "analyzed" size of the DNA when measured through the Chromium platform analysis software. There are very clear effects seen in anlayzed output data when gDNA sizes drop from the highest molecular weights possible/preferred (i.e. 80% at 100kb or larger). Given the inability to measure all contributing factors (both known and unknown) needed for success with the Chromium platform, no guarantees of performance with respect to analysis metrics or assembly efforts are offered. All Chromium work is considered at the customer's risk and projects must be pre-paid. Note that per-lane genomic coverage guidelines are estimates only and each sample will vary with respect to aligned data, quality, sequencer yield, and other metrics integral to calculations of final coverage. The GSL guarantees the the requested amount of sequencing data in gigabases will be delivered, but offers no guarantees of final coverage or performance.


Data Handling

  1. The deliverable for DNA sequencing orders are fastq files (raw reads and quality scores). Analysis of most types can be performed by the GSL for additional fees. These include alignment to a genome (reference or non-standard, providing a genome exists). For 30X human whole genome sequencing, the preferred analysis option is processing with the DRAGEN platform from Edico Genome.
  2. RNA-Seq data will be provided as fastq files. All RNA-seq data analysis, including alignment, is available but not included in standard experiment costs. A basic RNA-seq analysis (alignment, differential expression assessment between two or more samples) may be performed as fee-for-service. Any analysis beyond basic RNA-seq becomes collaborative in nature, but analysis fees still apply.
  3. All data on our webserver is subject to deletion after a period of one month. HAIB may notify Customers of upcoming deletion, but notification cannot be guaranteed. Raw data is backed up and retained in archival storage, but alignments are not. If raw data must be extracted and re-analyzed, additional fees will apply.
  4. Data will be distributed either through the web site or via external hard drives. Hard drives can either be purchased from HAIB or shipped to HAIB by the Customer. Data will be copied to one location (hard drive or web server) as part of the service cost. Additional copies will be subject to additional fees. If Customer provides HAIB a hard drive, Customer shall utilize quality assurance procedures, including testing the hardware and any software using industry accepted virus testing utilities, to ensure that the hardware and software are free of viruses, worms, Trojan Horse, software locks, contaminants, and other malicious code that may harm the software or HAIB's systems. If Customer breaches the foregoing obligation, Customer shall be responsible for any cost, expense, or liability arising therefrom, without regard to any limitation of liability otherwise set forth in this Agreement, and Customer will assist HAIB in, and compensate HAIB for, restoring its computer systems to their original condition.


Payment

  1. Customer shall make all payments due to HAIB within thirty (30) days of receipt of an invoice from HAIB. Unless otherwise agreed, HAIB will submit invoices to Customer for Services rendered monthly, or upon completion of the Services. Invoices not paid on time will be assessed interest of 2% per month (or the highest rate allowed per law, whichever is lower), together with all costs and expenses (including without limitation reasonable attorneys' fees and disbursements and court costs) incurred by HAIB in collecting such overdue amounts.
  2. HAIB requires receipt of a Purchase Order number from Customer before releasing data. Payment arrangements can include payment by check, credit card, or approved purchase order. Payments by credit card will be subject to a 3% processing fee, as assessed by our credit card processor. Payment by check shall be made payable to HudsonAlpha Institute for Biotechnology, Inc., and forwarded with a copy of the invoice to:

    Accounts Receivable
    HudsonAlpha Institute for Biotechnology, Inc.

    601 Genome Way
    Huntsville, AL 35806
  3. Services for institutions outside the United States, and Services for libraries not prepared by the HAIB, must be pre-paid.
  4. It is the Customer's responsibility to ensure that Services requested on an order match services represented on a quote. In the event that there is a discrepancy between services requested on an order and services represented on a corresponding quote, the services requested on the order take precedence. Billing will be based on services actually performed.


Patents and Inventions

  1. It is recognized and understood that certain existing inventions and technologies may be the separate property of one party or the other, and that no existing intellectual property right of either party shall be affected by this Agreement.
  2. Except as expressly provided herein, nothing in this Agreement shall be construed as granting or implying any rights to either party pertaining to background intellectual property rights of the other party, under any patents or intellectual property rights associated therewith.
  3. Following the settlement of all invoices, all right, title, and interest to the sequence data shall be the exclusive property of the Customer, and shall be deemed to be works made for hire, and/or otherwise assigned to Customer. All intellectual property rights to work resulting from unpaid Services shall remain the exclusive property of HAIB.
  4. Any patent rights or any other rights to intellectual properties arising from research funded by the National Institute of Health or other federal agency shall be subject to the laws and regulations governing federally funded research.
  5. The terms of the "Patents and Inventions" section shall survive any termination or expiration of this Agreement.

Confidentiality

  1. Neither party shall use the Confidential Information of the other party except to perform the Services, and neither party shall disclose the other party's Confidential Information to any third party. "Confidential Information" shall mean all confidential, trade secret, and proprietary data, know-how, technical and non-technical materials and other information which one party provides or disclosed to the other in connection with the Services, and shall include sequencing processes, techniques or know how, the concept, design, configuration, and implementation of the Services, pricing information and any other information related to methods used in or performance of the Services. Sequence data provided by HAIB to Customer for Customer's samples shall be Customer's Confidential Information. All confidentiality obligations under this Agreement shall survive the termination of this Agreement.
  2. Each party's obligations of nondisclosure and the limitations upon the right to use the Confidential Information shall not apply to the extent that such party can demonstrate that the Confidential Information: (a) was in the possession of the receiving party prior to the time of disclosure; or (b) is or becomes public knowledge through no fault or omission of the receiving party; or (c) is obtained by the receiving party from a third party under no obligation of confidentiality to the other party; or (d) is required to divulge either by a court of law or in order to comply with any federal, state or local law or regulation (after providing the providing party with reasonable notice and with an opportunity to obtain a protective order or other relief); or (e) to its legal counsel or accountants to the extent necessary to comply with its tax or audit purposes.


Warranty

  1. HAIB agrees to perform the services set forth in the accepted order from Customer pursuant to the terms and obligations of this Agreement. In the event that any Services do not conform to Customer's order, upon written notification from Customer, as the sole and exclusive remedy for such non-conformance, HAIB shall, at its sole option and discretion, either re-perform such Services at no additional charge to Customer or refund to Customer all fees paid by Customer for the non-conforming Services. HAIB will have the right to determine the method and means of performing the Services set forth in the order.
  2. By submitting this order, the submitter represents and warrants that he/she is a duly authorized officer and/or representative of Customer, and is authorized to legally bind Customer hereto.
  3. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, HAIB MAKES NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF RESULTS, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE.
  4. ALL SERVICES PROVIDED BY HAIB UNDER THESE TERMS AND CONDITIONS ARE FOR RESEARCH PURPOSES ONLY AND ARE NOT TO BE USED FOR DIAGNOSIS OR TREATMENT OF ANY CONDITION OR DISEASE.


Remedies

  1. IN ANY ACTION BETWEEN THE PARTIES, IN NO EVENT SHALL HAIB OR ITS DIRECTORS, OFFICERS, FACULTY, STUDENTS, PRINCIPLE INVESTIGATORS, SCIENTISTS, EMPLOYEES, AND AGENTS AND ITS SUCCESSORS, HEIRS AND ASSIGNS, BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES, INTERRUPTION OR LOSS OF BUSINESS, INTERRUPTION OR LOSS OF USE, OR INJURY TO PROPERTY AND LOST PROFITS, ARISING IN ANY WAY OUT OF, OR IN ANY WAY RELATED TO, OR TOUCHING UPON CUSTOMER'S ORDER OR THE SERVICES, HOWEVER CAUSED AND WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, REGARDLESS OF WHETHER HAIB SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. IN NO EVENT SHALL THE LIABILITY OF HAIB ARISING IN ANY WAY OUT OF, OR IN ANY WAY RELATED TO, CUSTOMER'S ORDER OR THE SERVICES, HOWEVER CAUSED AND WHETHER UNDER ANY CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNTS PAID BY CUSTOMER TO HAIB UNDER CUSTOMER'S ORDER.


General

  1. These terms and conditions, and the Customer order, submission requirements, shipping instructions, and Hazardous Materials Declaration referenced herein (collectively, "Agreement"), constitute the complete and exclusive agreement between HAIB and the Customer concerning these Services and no addition to or modification of any provision of this Agreement shall be binding on HAIB unless made in writing and signed by a duly authorized representative of HAIB. This Agreement shall be construed in its entirety according to its plain meaning and shall not be construed against either party. HAIB rejects any additional or different terms or conditions contained in Customer's response, communications, or other documentation (including purchase orders), and such additional or different terms or conditions shall not apply.
  2. Although HAIB recommends and requests that HAIB's Services be acknowledged in any Customer publication related to, derived from, or based on the Services, such acknowledgement is not a prerequisite for processing samples. If, however, a HAIB staff member provides intellectual input to a project, he or she should be listed in the author line. This contribution may be in the form of data analysis, application of a protocol in a new or unique way, or writing a section of the manuscript.
  3. Unless otherwise terminated in accordance with the provisions herein, the term of this Agreement shall begin on the acceptance of Customer's order and shall end upon delivery of the data to Customer. Either party may terminate this Agreement, with or without cause, upon not less than thirty (30) days' written notice to the other party. Termination of this Agreement shall not relieve a party from its obligations incurred prior to the termination date. In the event of any termination or expiration of this Agreement, all rights, obligations, or liability which by its nature or express duration extends beyond termination, will survive termination.
  4. Assignment. Neither this Agreement, nor the rights or obligations hereunder, shall be assignable, transferable (including by way of sale, lease, license, assignment, merger, reorganization, reverse merger, conversion, division, domestication, operation of law or otherwise), sublicensable or delegable by either party without the other party's prior written consent, and any attempt or offer to do so without the prior written consent of the other party shall be considered a material breach of this Agreement and considered void.
  5. No Joint Venture. In performances of all Services hereunder, the parties to this Agreement shall be deemed to be independent contractors and neither party is a partner, employee, agent or joint venture of or with the other. Neither Customer nor HAIB will have the authority to enter into agreements of any kind on behalf of the other, or otherwise bind or obligate the other in any manner to any third party, by virtue of the relationship contemplated herein.
  6. Force Majeure. Neither party shall be liable for any failure to perform as required by this Agreement to the extent such failure to perform is due to circumstances reasonably beyond such party's control, including, without limitation, labor disturbances or labor disputes of any kind, accident, failure of any governmental approval required for full performance, changes in governmental regulation, changes in the law by any federal, state, or local entity rendering the Services illegal, civil disorders or commotions, acts of aggression, acts of terrorism, acts of God, earthquakes, other force majeure events or other energy or other conservation measures imposed by law or regulation, explosions, failure of utilities, mechanical breakdowns, material shortages, disease, or other such occurrence, provided that, as a condition to the claim of nonliability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
  7. Waiver. No failure by a party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right and no single or partial exercise of any right under this Agreement by a party shall preclude any other or future exercise of such right or any other right under this Agreement by that party.
  8. Severability. If any section, portion, provision, paragraph, clause, sentence, language or word of this Agreement is determined to be illegal, invalid, voidable or unenforceable for any reason whatsoever, the remainder of this Agreement shall continue in full force and effect as though such portion had not been contained herein.
  9. No Third Party Beneficiary. The parties agree that this Agreement is solely for the benefit of the parties and not for the benefit of any third party and that this Agreement is not intended to be enforced by any third party.
  10. Governing Law and Forum Selection. This Agreement, and any disputes arising therefrom or related thereto, shall be governed by the laws of the State of Alabama, without regard to its principles of conflict of law. The parties further agree that the sole and exclusive jurisdiction and venue for any action or proceeding arising out of or relating to this Agreement, including for breach hereof, shall be in any federal or state court situated in Madison County, Alabama, and the parties irrevocably consent to such exclusive jurisdiction in such courts and to the proper venue therein.

Samples provided by Customer to HAIB shall: (a) if appropriate, be de-identified (e.g., contain no information that could reasonably be used to identify any human subject from which it was obtained); (b) have proper informed consents (if required) from any subjects from which the sample was obtained; (c) have all necessary Customer approvals related to the Services; (d) have no obligations for HAIB for any specific identification methods or labeling, and no duty to report results except to Customer; (e) not infringe, nor shall HAIB's utilization of the sample infringe, the intellectual property rights of any third party; (f) be safe and non-hazardous samples, and not present a risk of bodily harm or property damage to HAIB; and (g) sufficient and appropriate on which to perform the Services, with any special handling and/or delivery requirements for samples described in the order.