The Digital generation of Scientists is purchasing on ZAGENO
All leading life science universities purchase on ZAGENO
ZAGENO is used by everyone in and around the lab
Procurement managers, Vendors and Scientists
Your growth opportunity
- Grow your business on the #1 digital life science marketplace
- Reach the new generation of scientists
- Increase your visibility and brand awareness
- Stand out in ZAGENO's product comparison
- Gain popularity through ZAGENO's Scientific Score
- Benefit from ZAGENO's customer service support for your customer
Becoming a vendor is totally risk-free as there is no cost involved at all with the integration. We are pleased to meet you.
ZAGENO Marketing Platform Agreement
This Agreement is between the Vendor identified below ("Vendor") and ZAGENO, Inc. ("ZAGENO") regarding Vendor's use of the Zageno marketing platform. This Agreement will become effective when this Agreement is executed by both ZAGENO and Vendor (the "Effective Date"). Terms not defined below shall have the meaning ascribed to them in the attached definitions which are incorporated in this Agreement by reference.
1. Service Terms.
1.1 Service Terms.
Zageno reserves the right at any time to modify or to cease providing some or all of the Services in Zageno's sole discretion and without notice. After registering, Vendor will have access to the Zageno marketing platform, marketplace and services.
1.2 Registration Information; Password Security.
Vendor will need to create a Zageno ID and password or other log-in ID and password ("Log-In Information") in order to manage their account.
Vendor agrees to provide Zageno with complete information required by the Zageno Site registration ("Registration Data") and to maintain and promptly update such information to keep it true, accurate, current and complete.
2. Vendor's Product Listings and Orders.
2.1 Products and Product Information.
Vendor will provide accurate and complete information for each Product that Vendor makes available to be listed for sale through the Zageno Site and promptly update such information as necessary to ensure it at all times remains accurate and complete, including all Required Product Information. Vendor will also ensure that any Vendor's Materials, Vendor's Products (including packaging) and marketing comply with all applicable Laws and are not deceptive or misleading.
2.2 Vendor's Agreements.
Zageno provides a platform for third-party sellers (e.g., Vendor) and buyers to negotiate and complete transactions for products, including the Vendor Products. Zageno is not involved in the actual transaction between Vendor and buyers (the "Vendor Transaction"), except as set out in Section 2.5. To the extent Vendor has any specific contractual terms Vendor desires to enter into with a potential buyer of Vendor's Products through the Zageno Marketplace, Vendor shall provide a copy of such terms to Zageno so that Zageno may present them to the potential buyers. Vendor agrees to abide by such terms and shall indemnify and hold Zageno harmless from any claims as a result of Vendor's breach of any such terms. If Vendor fails to provide confirmation of shipment within the time frame agreed upon between the buyer and Vendor), Zageno may in its sole discretion cancel (and/or direct Vendor to stop and/or cancel) any such transaction, and Vendor will stop and/or cancel any such transaction upon such request by Zageno.
2.3 Product Listing; Merchandising; Order Processing.
Zageno will list the Vendor's Products that it decides to make available on the Zageno Site for sale on the Zageno Site as determined by Zageno in Zageno's sole discretion, and conduct certain merchandising and promotion activities to promote the Vendor's Products. Vendor is responsible for the accuracy and content of the listings for Vendor's Products (each a "Listing"). Vendor will provide to Zageno (using the processes and timing requested by Zageno) any requested information regarding shipment, tracking (to the extent available) and order status, and Zageno may make any of this information publicly available.
2.4 Shipping and Handling Charges.
For those of Vendor's Products sold on or through the Zageno Site, Vendor will determine shipping and handling charges and address such charges appropriately in the information provided about the Vendor's Products.
2.5 Payment Processing.
Vendor authorizes Zageno to act as Vendor's agent for purposes of processing payments, refunds and adjustments for any Vendor Transactions, receiving and holding Sales Proceeds from the Vendor Transactions on Vendor's behalf, remitting Sales Proceeds to Vendor's bank account, and retaining such amounts Vendor may owe Zageno in accordance with this Agreement or other agreements you may have with Zageno or its affiliates (collectively, the "Transaction Processing Service").
Vendor acknowledges and agrees that Zageno may provide the Transaction Processing Services through a third party. The Transaction Processing Service facilitates the purchase of Vendor Products. Sales Proceeds are credited to a registered Vendor Payment Account, and funds are periodically transferred to the Vendor Payment Account. Vendor agrees that buyers satisfy their obligations to Vendor for Vendor Transactions when Zageno receives the Sales Proceeds. Zageno's obligation to remit funds received by Zageno on Vendor's behalf is limited to funds that Zageno has actually received less amounts owed to Zageno, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement. The Transaction Processing Service helps facilitate Vendor Transactions and neither Zageno nor our affiliates are the purchaser of the Vendor's Products. Vendor must provide Zageno true and accurate information when registering and must maintain and update that information as applicable. Zageno may at any time require Vendor to provide any financial, business or personal information Zageno requests to verify Vendor's identity. Vendor will not impersonate any person or use a name he or she is not legally authorized to use. Vendor authorizes us to verify his or her information (including any updated information), to obtain credit reports about Vendor in order to approve Vendor for use of the Transaction Processing Service and also from time to time while Vendor is registered with the Transaction Processing Service. Sales Proceeds can be credited only to bank accounts in the United States or any other country shown as supported by Zageno's standard functionality and enabled for the Vendor Payment Account (which functionality may be modified or discontinued by Zageno at any time without notice). Vendor may provide refunds or adjustments to buyers for Vendor Transaction through the Transaction Processing Service using functionality enabled for Vendor's account. This functionality may be modified or discontinued by Zageno at any time without notice.
Zageno will initiate a transfer to the Vendor Payment Account within twenty (20) business days of Zageno's receipt of the Sales Proceeds for a given Vendor Transaction, less any fees or other amounts owed to Zageno by Vendor under this Agreement and any refunds, adjustments, or other amounts paid to buyers in connection with Vendor Transaction. On occasion, Zageno may send Vendor a paper check instead of an electronic credit to the Vendor Payment Account; (e.g., if Vendor's bank will not accept an electronic credit). If Zageno reasonably determines that Vendor's actions or inaction may result in buyer disputes, chargebacks or other claims, then Zageno may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to Vendor in connection with this Agreement until the completion of any investigation(s) regarding any Vendor actions or inactions.
We reserve the right, upon termination of this Agreement, to set off against any payments to be made to Vendor, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to buyers in connection with Vendor Transactions for a prospective three-month period. At the end of such three-month period following termination, Zageno will disburse to Vendor any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to buyers, or seek reimbursement from Vendor via any of the means authorized in this paragraph above for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to buyers, as applicable.
Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to Vendor, Zageno may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable laws. Vendor will not receive interest or any other earnings on any Sales Proceeds. To the extent required by applicable laws, Zageno will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds. If there is no activity (as determined by Zageno) in connection with the Vendor Payment Account for the period of time set forth in applicable unclaimed property laws and Zageno hold Sales Proceeds on Vendor's behalf, Zageno will notify Vendor by means designated by Zageno and provide Vendor the option of keeping the Vendor Payment Account open and maintaining the funds in the Vendor Payment Account. If Vendor does not respond to the Zageno notice(s) within the time period Zageno specifies, Zageno will send the funds in the Vendor Payment Account to Vendor's state/country of residency, as determined by Zageno based on the information in the Vendor Payment Account. If Zageno is unable to determine the state of residency or if the Vendor Payment Account is associated with a foreign country, the funds may be sent to the State of Delaware.
2.6 Credit Card Fraud.
For those transactions using Zageno's Transaction Processing Service, Zageno will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Vendor's Transactions. In all other cases, Vendor will bear the risk of credit card fraud occurring in connection with Vendor's Transactions, and all other risk of fraud or loss.
3. Sale and Fulfillment, Refunds and Returns.
3.1 Sale and Fulfillment.
All sales shall be directly between the buyer and Vendor and Zageno will present any Vendor Terms that are associated with the Vendor's Products to such buyer. Vendor will: (a) source, sell, fulfill, ship and deliver Vendor's Products in accordance with Vendor's Materials, the terms of the applicable Order Information (including all applicable offers and promotions) and all terms provided by Vendor and displayed on Vendor's website at the time of the order; (b) package each of Vendor's Products in a commercially reasonable manner and ship each of Vendor's Products on or before its Cancel Ship Date; (c) issue notice of order acceptance or rejection in a timely fashion; (d) provide Zageno with information regarding shipment and order status and tracking (to the extent available); (e) include an order-specific packing slip with each shipment of Vendor's Products; and (f) identify Vendor as the seller of the product on all packing slips or other information included with Vendor's Products and as the person to which a buyer may return the applicable Product.
3.2 Returns and Refunds.
For all of Vendor's Products, Vendor will establish and maintain commercially reasonable return and refund policies and accept and process returns, adjustment and refunds relating to Vendor's Products in accordance with such policies at the time of the applicable order. Such policies shall be adequately communicated by Vendor to buyers through Vendor's Materials made available through Vendor's website.
4. Problems with Vendor's Products.
Vendor is responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Vendor's Products. Vendor are also responsible for any non-conformity or defect in, or any public or private recall of, any of Vendor's Products. Vendor will notify Zageno as soon as Vendor has knowledge of any public or private recalls of Vendor's Products. Zageno shall not be responsible or liable for any costs and expenses in connection with such recalls and Vendor shall promptly pay or reimburse Zageno for any such costs or expenses incurred or paid by Zageno on Vendor's behalf and/or in connection with such recalls.
5. Platform Service Fee Payments.
The fees for certain services are set forth on Exhibit B to this Agreement. Vendor agrees to promptly pay all fees for all Zageno services user or ordered from Zageno relating to the use of the Zageno Site. Vendor shall pay all fees or charges to Vendor's account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. For those services that have a fee associated with them, Zageno charges and collects in advance for use of such Services. Fees for other services will be charged on an as-quoted basis. Any amounts not paid when due shall bear interest at the rate of one percent (1%) per month, or the maximum legal rate, if less. Zageno shall be entitled to withhold performance and discontinue service until all amounts due are paid in full. Zageno's fees are exclusive of all taxes, levies or duties imposed by taxing authorities, and Vendor shall be responsible for payment of all such taxes, levies, or duties, excluding only United States taxes based solely on Zageno's income.
5.2 Compensation Statements and Payment.
Zageno will send Vendor compensation statements detailing all Commissions, fees and all other amounts due Zageno under the terms of this Agreement ("Compensation Statements") after the end of a given calendar month. Vendor agrees to pay such amounts set forth on the Compensation Statement within twenty (20) days after Vendor's receipt of such Compensation Statement. If Vendor disagrees with any Compensation Statement Vendor must notify Zageno within twenty (20) days from Vendor's receipt of the Compensation Statement. If Vendor fails to notify Zageno within such twenty (20) day period, Vendor waives any rights Vendor may have to later dispute such Compensation Statement. Vendor shall maintain at Vendor's own cost and expense, full and accurate records of all sales and fulfillment records, accounts receivable, collections and other business records necessary for, and in sufficient detail for, the determination of payments hereunder (the "Accounting Records") for a period of at least three (3) years following the transaction to which they relate. An independent auditor of Zageno may, with at least ten (10) days' prior written notice, request and gain access to review Vendor's Accounting Records during Vendor's normal business hours for the purpose of conducting an audit to determine and to verify Vendor's calculation of amounts owed to Zageno. All costs and expenses of an audit hereunder shall be paid by Zageno, unless a discrepancy of more than three percent (3%) is found, in which case, Vendor shall promptly pay all such costs and expenses.
6. Term and Termination.
The term of this Agreement will start on the Effective Date and continue for a period of one year, which shall automatically renew for successive one year periods, unless one party gives the other party written notice of its intent to not renew this Agreement a least sixty days prior to the expiration of the then current term, unless terminated earlier by Zageno or Vendor as provided below (the "Term"). Zageno may terminate or suspend this Agreement or Vendor's access to, or use of, the Zageno Site or any Service for any reason upon 90 days' prior written notice. Vendor may terminate this Agreement or any Service for any reason upon 90 days' prior written notice. Upon termination, all rights and obligations of the parties hereunder will terminate, except that Sections 2.5, 5, 6, 8, 9, 10, 11 and 13 will survive termination.
7. Vendor's Materials and Conduct.
7.1 Right to Use.
In order to provide the Services, Zageno will need to use the Vendor Materials for purposes of making the Vendor Products available to potential buyers. Therefore, Vendor grants Zageno a limited, royalty-free, non-exclusive, worldwide and transferable right to use, reproduce, publicly perform, display, publish, distribute, adapt, modify, re-format, translate and create derivative works of the Vendor Materials, solely for the purposes of, and/or in furtherance of the services as contemplated herein.
7.2 Acceptable Use.
Vendor represents and warrants that the Vendor's Materials will not: (i) infringe any Intellectual Property Right of a third party; (ii) misappropriate any trade secret; or (iii) be false, misleading, deceitful, deceptive, defamatory, obscene, harmful, tortuous, vulgar, libelous, pornographic, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable.
Vendor also represents and warrants that Vendor will deliver all of Vendor's Products sold by Vendor, unless the buyer fails to follow the terms of purchase posted on Vendor's website, or Vendor cannot contact the buyer. In addition, Vendor represents and warrants that, upon delivery to the buyer and when used in accordance with the specifications for Vendor's Products, Vendor's Products (i) will comply with all specifications for Vendor's Products in all material respects; (ii) are of sound workmanship, good quality and free from defects in design, construction, manufacture and material; (iii) satisfy all applicable laws and regulations, including health and safety laws and regulations and all other applicable regulatory requirements for the design, manufacture and shipment of Vendor's Products; and (iv) are not adulterated or misbranded within the meaning of the U.S. Food, Drug and Cosmetic Act.
Vendor releases Zageno and agrees to indemnify, defend and hold Zageno harmless (and Zageno's officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense and other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) Vendor's actual or alleged breach of any representations, warranties and/or obligations herein; (b) any sales channels owned or operated by Vendor, (c) Vendor's Products (including issues arising out of the offer, sale, fulfillment, defect, damage, warranty claims regarding, and claims regarding false or deceptive advertising of, Vendor's Products), Vendor's Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (d) Vendor's Taxes. Vendor will use counsel reasonably satisfactory to Zageno to defend each indemnified Claim. If at any time Zageno reasonably determine that any indemnified Claim might adversely affect us, Zageno may take control of the defense at Zageno's expense. Vendor may not consent to the entry of any judgment or enter into any settlement of a Claim without Zageno's prior written consent, which may not be unreasonably withheld.
THE ZAGENO SITE AND THE SERVICES PROVIDED UNDER THIS AGREEMENT, ARE PROVIDED "AS-IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ZAGENO AND ZAGENO'S AFFILIATES WAIVE AND DISCLAIM ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
10. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZAGENO WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO VENDOR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED, EVEN IF ZAGENO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, ZAGENO'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED AT ANY TIME THE GREATER OF (I) THE TOTAL AMOUNTS DURING THE PRIOR THREE MONTH PERIOD PAID BY VENDOR TO ZAGENO IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM OR (II) ONE THOUSAND DOLLARS ($1,000.00).
Vendor may receive information relating to us, Zageno's business, or to the Services including, without limitation, Zageno Transaction Information, that is not known to the general public ("Confidential Information"). Vendor agrees that: (a) all Confidential Information will remain Zageno's exclusive property; (b) Vendor will use the Confidential Information only as is reasonably necessary for Vendor's participation in the Services; (c) Vendor will not otherwise disclose Confidential Information to any individual, company, or other third party except to the extent required by Law (provided Vendor provide Zageno prompt written notice of such requirement and allow Zageno to seek an injunction to prevent or limit such disclosure), and (d) Vendor will take all reasonable measures to protect the Confidential Information against any access, use or disclosure that is not expressly permitted herein.
12. Relationship of Parties.
Vendor and Zageno are independent contractors, and nothing contained herein will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. This Agreement will not create an exclusive relationship between Vendor and us.
The Zageno Site is operated by Zageno from the Commonwealth of Massachusetts, USA. Zageno makes no representation that materials available through the Zageno Site are appropriate or available for use in other locations, and access to them from territories where any of the Services or contents of the Zageno Site are illegal is prohibited. The laws of the Commonwealth of Massachusetts will govern this Agreement, without reference to rules governing choice of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute with Zageno or its affiliates relating in any way hereto or Vendor's use of the Services shall be adjudicated in the courts located in Boston, Massachusetts, and Vendor consent to exclusive jurisdiction and venue in the state and federal courts located in Boston, Massachusetts. Vendor acknowledges and agrees that Zageno may assign this Agreement to any buyer of Zageno's assets or stock. This Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Zageno's failure to enforce Vendor's strict performance of any provision hereof will not constitute a waiver of Zageno's right to enforce such provision or any other provision hereof subsequently. Zageno will send all notices and other communications regarding this Agreement to Vendor at the e-mail addresses Vendor designated for notifications and updates in "My Account," or by any other means then specified by Zageno. Vendor must send all notices and other communications relating to Zageno to email@example.com. Zageno will not be liable for any delay or failure to perform any of Zageno's obligations hereunder by reasons, events or other matters beyond Zageno's reasonable control. If any provision hereof shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
As used in the Agreement, the following terms have the following meanings:
Cancel Ship Date
means, with respect to any of Vendor's Products, the last date on which shipment of such products would be acceptable to buyer as specified by the buyer in the Order Information.
means any law, ordinance, rule, regulation, order, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority (e.g. on a federal, state, or provincial level, as applicable) of competent jurisdiction.
Product or Vendors Product
means any product that is made available for listing for sale, offered for sale, or sold by Vendor through the ZAGENO Marketplace.
Required Product Information
means, with respect to each of Your Products, the following: (a) description; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as ZAGENO may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information; (d) digitized image that accurately depicts only your Product, complies with all ZAGENO image guidelines, and does not include any additional logos, text or other markings; (e) purchase price; (f) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the your Product; (g) brand; (h) model; (i) product dimensions; (j) weight; (k) a delimited list of technical specifications; (l) the state or country your Product ships from; and (m) the countries where your Products are sold to, defined on a per product level; and (n) any other information reasonably requested by ZAGENO.
means the gross sales proceeds from any of Vendor's Transactions, including all shipping and handling and other charges with respect thereto, including taxes and customs duties.
means each of the services offered by ZAGENO, including the ZAGENO Marketplace.
Vendor Payment Account
shall mean Vendor's designated bank account for the receipt of Sales Proceeds under this Agreement.
means all Vendor's trademarks, content, Product information, data, materials, and other items provided or made available by Vendor or Vendor's affiliates to ZAGENO or its affiliates through this Agreement or any of the services.
Vendors Product or Product
means any product that is made available for listing for sale, offered for sale, or sold by Vendor through the ZAGENO Marketplace.
means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of Vendor's Products by Vendor on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of Vendor or its affiliates or their respective employees, agents, contractors or representatives.
means any sale of Vendor's Product(s) through the ZAGENO Site.
means the pages of the ZAGENO Site on which Vendor's Products are listed for sale and may be sold to qualified registered users of the ZAGENO Marketplace.
means the website for which the primary home page is zageno.com (and any successor or replacement of such website(s)), including all associated pages.