Our solution takes you from single cell or single-nuclei suspension through library prep and sequencing and delivers immediate results via our analysis software, Trailmaker.
Our solution takes you from single cell or single-nuclei suspension through library prep and sequencing and delivers immediate results via our analysis software, Trailmaker.
1. Acceptance of Terms. The sale of product(s) described in this order (the “Product(s)”) by Parse Biosciences, Inc. (“Parse Biosciences”) to the party ordering the Products (“Customer”) shall be governed exclusively by these Terms and Conditions of Sale (the “Terms”). Acceptance of any Customer order by Parse Biosciences is made only on the express condition that these Terms govern the supply of such Products by Parse Biosciences and the use of such Products by Customer. Customer’s issuance of a purchase order or, if no purchase order is issued, Parse Biosciences’ delivery of Products to Customer will constitute Customer’s acceptance of these Terms. Parse Biosciences’ failure to object to terms, conditions and/or provisions contained in any communication from Customer regarding such Product(s), including any purchase order, will not be deemed a waiver of any terms, conditions or provision set forth herein. Any additional or different terms in any purchase order of Customer or otherwise proposed by Customer are deemed material, are objected to by Parse Biosciences, and are hereby rejected. Agents or sales representatives of Parse Biosciences have no authority to make any covenants or representations not included herein, and any such covenants and representations should not be relied on by Customer.
2. Orders; Delivery. All orders are subject to availability of the Products. Parse Biosciences may make changes to product specifications that do not materially affect the quality or performance of the Products. Parse Biosciences will use commercially reasonable efforts in the ordinary course of its business to effect the delivery of Products by the requested delivery date, but Parse Biosciences does not guarantee any delivery date. Customer acknowledges that delivery dates are good faith estimates only. Parse Biosciences reserves the right to make deliveries in installments, which will be separately invoiced and paid for by Customer when due per invoice. Unless specified otherwise by Parse Biosciences, all shipments of Products will be FCA Parse Biosciences’ facility which means that Products are considered delivered to Customer when loaded onto a commercial carrier at Parse Biosciences’ facility. Title and risk of loss with respect to Products supplied under these Terms will pass to Customer at the time of shipment. In the event of any conflict, inconsistency or ambiguity between this Section and any other document or agreement, including any subsequent purchase order or terms and conditions issued by Customer, this Section shall control.
3. Returns; Acceptance. Customer may return Products that are damaged or do not comply with the terms of the documentation accompanying such Products (the “Documentation”) on delivery by notifying Parse Biosciences in writing within 10 days following receipt of such Products and returning such Products within 20 days following receipt. All Products will be deemed accepted by Customer if Customer does not notify Parse Biosciences and return Products in accordance with the preceding sentence. Parse Biosciences will be entitled to either replace or issue a refund for the damaged or noncompliant Product at Parse Biosciences’ sole discretion and this will be Customer’s sole and exclusive remedy for damaged or non-compliant Products.
4. Price. If no price for Products is provided in the accompanying sales quotation, the price for such Products will be Parse Biosciences’ standard price in effect at the time of shipment of such Products. Prices for Products are subject to change from time to time without notice and exclude all sales, use, value added and other taxes and duties imposed with respect to the sale, delivery, or use of any Products. If any such taxes apply, Customer will be responsible to pay them. If Parse Biosciences pays any such taxes, Parse Biosciences will add them to Customer’s invoice. Additionally, Customer is responsible for paying all delivery and handling charges, if applicable, and such charges will be included on Customer’s invoice.
5. Payment. Customer will pay invoices in U.S. dollars within 30 days from the invoice date. Each order is a separate transaction, and Customer may not set-off payments from one order against another. If payment is late, without affecting any other rights of Parse Biosciences, unpaid amounts will accrue interest at an interest rate of 1% per month or, if lower, the maximum legal interest rate, and Parse Biosciences may suspend delivery, cancel Customer’s orders or reject future Customer orders. Parse Biosciences’ preferred payment method is via business wires, including ACH. Customer may contact Parse Biosciences to discuss other payment options if Customer prefers to use a different payment method.
6. Limited Warranty. Parse Biosciences warrants to Customer that, during the 90 day period following delivery of a Product, such Product will comply with the Documentation in all material respects. If Parse Biosciences receives a timely written notice of a warranty claim from Customer within the 90 day warranty period, Parse Biosciences, as its sole obligation and Customer’s sole recourse, will either replace or repair the non-conforming Product or Product component or issue a refund for the purchase price of the non-conforming Product at Parse Biosciences’ sole discretion. The warranty period for any replaced Product will be 90 days following delivery of the replaced Product. This warranty will not be effective if Parse Biosciences determines that Customer has misused the Products in violation of these Terms or the Documentation, or if the defects or other non-conformities to or in the Products result from Customer’s negligence, misconduct, abuse, or alteration or modification of the Products, or any use of the Products by Customer personnel who are not appropriately trained in the use of such Products. This warranty does not cover any technical assistance or other information that Parse Biosciences may provide regarding the Products. PARSE BIOSCIENCES MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OF NONINFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IF PARSE BIOSCIENCES MAKES CUSTOM GOODS FOR CUSTOMER BASED ON INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS THAT CUSTOMER PROVIDES, PARSE BIOSCIENCES WILL NOT BE LIABLE FOR THE LACK OF SUFFICIENCY, FITNESS FOR PURPOSE OR QUALITY OF THE GOODS TO THE EXTENT ATTRIBUTABLE TO SUCH INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS. PARSE BIOSCIENCES MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, NOR DOES PARSE BIOSCIENCES ENDORSE, ANY INFORMATION MADE AVAILABLE BY THIRD PARTIES.
7. Product Use. All Products are for RESEARCH USE ONLY, AND NOT FOR THERAPEUTIC OR DIAGNOSTIC USE IN HUMANS OR ANIMALS. The Products have not been validated, approved or reviewed for any use in humans or animals. Customer will use the Products at all times in compliance with the Parse Biosciences Documentation and with all applicable laws and regulations. Customer will warn its employees or other personnel of any risks involved in using or handling the Products. Customer acknowledges that Parse Biosciences has provided material Safety Data Sheets (SDSs) for the Products, and that they are made available to Customer upon shipment of Products. SDSs may also be requested by contacting . Customer represents and warrants to Parse Biosciences that Customer will properly use, develop and, to the extent authorized, market any products made in connection with use of the Products in compliance with all applicable laws and regulations. Because the Products are intended for research purposes only, they may not be on the Toxic Substances Control Act (TSCA) inventory. Customer assumes responsibility to assure that the Products are approved for use under TSCA, if applicable.
8. Restrictions. Customer will not sell or otherwise transfer to any third party any Product or any of its components, whether alone or in combination with other items or components. Customer will not, nor will Customer allow any third party to: (a) reverse engineer, disassemble, or reverse- assemble any Product; (b) separate, extract, or isolate components of any Product; (c) subject any Product or components thereof to any analysis not authorized by Parse Biosciences in writing; or (d) use the Product for any therapeutic or diagnostic use in humans or animals.
9. Limited Rights. The purchase of the Products conveys to Customer the limited, nonexclusive, non-sublicensable, non-transferable right to use the quantity of the Products actually purchased from Parse Biosciences for internal research purposes only and solely in accordance with the Documentation. For the avoidance of doubt, the foregoing license does not grant to Customer or any third party the right: (1) to resell, transfer, lease, rent or distribute the Products or any of their components or (2) reproduce, display, distribute, perform, transmit, create derivative works of, make, have made, sell, offer to sell, import, use or otherwise exploit any products or services. Customer acknowledges and agrees that Parse Biosciences shall retain all intellectual property rights in the Products and all intellectual property rights used to make or useful for the manufacture or use of the Products and that Parse Biosciences does not provide any rights to use the Products in commercial applications of any kind, including, without limitation, manufacturing, quality control or commercial services. If Customer makes any modification or improvement to the Product or its method of use (a “Product Improvement”), Customer hereby grants to Parse Biosciences a non- exclusive, worldwide, fully sublicensable in multiple-tiers, fully paid-up, royalty-free, irrevocable, perpetual license to such Product Improvement for any and all purposes. For clarity, Product Improvements do not include the data generated by Customer in connection with the use of the Products in accordance with the Terms. Customer’s use of the Products may be subject to the intellectual property rights of third parties, require a license from such third parties, or be subject to certain third party restrictions, and Customer is solely responsibility for obtaining any such rights, licenses or permissions from any such third party.
10. Confidentiality. All information disclosed by Parse Biosciences to Customer which relates to any Product, including any financial terms related to the sale of any Product, will be “Confidential Information”, except to the extent such information is or becomes: (a) known to the general public without act or omission on the part of Customer, (b) disclosed to Customer by an authorized third party without obligation of confidentiality, or (c) independently developed by Customer with use of Confidential Information. Customer will not, without the prior written permission of Parse Biosciences, (i) use any Confidential Information for any purpose other than as expressly authorized by these Terms, or (ii) disclose, transfer, or otherwise make available the Confidential Information to any third party. Notwithstanding the foregoing, Customer may disclose Confidential Information to the extent required by law, regulation, rule, act or order of any governmental authority or agency; provided that Customer will first notify Parse Biosciences promptly in writing of any such required disclosure, and cooperate with Parse Biosciences’ efforts to limit or avoid disclosure, and/or to seek a protective order, confidential treatment or other available remedies; and if such disclosure is made by Customer, Customer will limit such disclosure as far as is possible under applicable law, including obtaining any available confidential treatment or other limitation on further dissemination of disclosed information.
11. Indemnity. To the extent allowed by applicable law, Customer will indemnify, defend and hold harmless Parse Biosciences, its officers, agents, employees, distributors and affiliates (each, an “Indemnified Party”) for any claim, loss, damage, expense or other liability (including reasonable attorneys’ fees and costs) which may be made against an Indemnified Party as a result of (a) Customer’s use of the Products, (b) Parse Biosciences’ manufacture or sale of a product made in accordance with Customer’s instructions, (c) Customer’s failure to comply with the Terms, (d) Customer’s failure to acquire any applicable third party rights related to its use of the Products, (e) the negligence or willful misconduct of Customer, its officers, agents, employees, distributors and affiliates or (f) Parse Biosciences’ use of materials that Customer provides to Parse Biosciences; except in each case, where a claim arises as a result of Parse Biosciences’ gross negligence or willful misconduct.
12. Limitations of Liability. TO THE EXTENT PERMITTED BY LAW, PARSE BIOSCIENCES SHALL NOT BE LIABLE, UNDER ANY LEGAL THEORY (CONTRACT, TORT, PRODUCTS LIABILITY OR OTHERWISE), FOR: (A) ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WHETHER FORESEEABLE OR NOT, IN ANY WAY RELATED TO THESE TERMS EVEN IF PARSE BIOSCIENCES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) CUMULATIVE LIABILITY IN EXCESS OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE PRODUCT PURSUANT TO WHICH SUCH LIABILITY OR DAMAGES AROSE. THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN SHALL APPLY TO ALL CLAIMS OF EVERY KIND. Customer acknowledges that the foregoing limitations are an essential element of these Terms and that in the absence of such limitations, the pricing and other terms set forth in these Terms would be substantially different. All claims must be brought by Customer within one (1) year of delivery of the applicable Product that is the subject of the claim, regardless of the nature of the claim.
13. Export Control. Customer acknowledges that Products may be subject to U.S. export control laws and regulations. Customer represents and warrants to Parse Biosciences that Customer will not, directly or indirectly, (a) sell, export, reexport, transfer, divert, or otherwise dispose of any Products to any destination, entity, or person prohibited by the laws or regulations of the U.S., or (b) use the Products for any use prohibited by the laws or regulations of the U.S. or any other applicable jurisdiction, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
14. Miscellaneous. Parse Biosciences may use Customer’s name and logo in its advertising materials and website to identify Customer as a customer/ client of Parse Biosciences. These Terms, including all documents incorporated herein by reference, any sales quotation issued to Customer from Parse Biosciences, and those specific terms of a purchase order or other document that are either consistent with these Terms or expressly agreed upon by Parse Biosciences in writing (collectively, the “Contract”), constitute the entire agreement between Parse Biosciences and Customer relating to the subject matter hereof and supersede all prior agreements and understandings between Customer and Parse Biosciences relating to such subject matter, whether written or oral. Parse Biosciences will not be responsible or liable for failing to perform any obligations hereunder to the extent caused by circumstances beyond Parse Biosciences’ reasonable control. Parse Biosciences’ exercise of any option or failure to exercise any rights hereunder will not constitute a waiver of Parse Biosciences’ rights to damages for breach of contract and will not constitute a waiver of any subsequent failure, delay, or breach by Customer. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. Headings are for convenience only and will not be used in the interpretation of these Terms. The Contract will be governed by and construed in accordance with the laws of the State of Washington, USA without regard to conflicts of law provisions. Parse Biosciences may assign any rights or obligations under the Contract to any person or entity in whole or in part. Customer may not assign the Contract to any third party, whether by operation of law or otherwise, without the prior written consent of Parse Biosciences. Parse Biosciences reserves the right to change these Terms at any time. Any changes made to these Terms will not apply to the Contract between Parse Biosciences and Customer for any order received by Parse Biosciences before the changes are made.
Supplemental Terms of Sale for Sequencing Services
Revised August 5, 2025
These Supplemental Terms of Sale for Sequencing Services (“Service Agreement”), made and entered into as of the date of the applicable quote (“Effective Date”), and set forth below governs the performance of sequencing services (the “Services”) by Parse Biosciences (“Parse”) for Customer.
1. General. Parse and Customer are hereby referred to each as a “Party” or collectively referred to as the “Parties.”
2. Scope of Work
One or more of the following Scope of Work applies to the Services.
2.1New Customer. Parse is providing contract sequencing services at no or nominal additional charge for the resulting sequencing libraries of one (1) Parse whole transcriptome kit provided (a) the kit is purchased at the current full (non-discounted) kit price; (b) Customer sends to Parse prepared sequencing libraries, including all required information as deemed by Parse (“Required Information”) on or before the expiration date of the kit; and (c) Customer has not within the prior two (2) years purchased any products from Parse. Sequencing libraries derived from sources other than a Parse whole transcriptome kit as described above are not eligible for Services.
2.2Advocacy. Parse is providing contract sequencing services in exchange for the co- marketing/advocacy activities defined in section (d) below for the resulting sequencing libraries of one (1) Parse kit provided (a) the kit is purchased at the current full (non- discounted) kit price; and (b) Customer sends to Parse prepared sequencing libraries, including all required information as deemed by Parse (“Required Information”) on or before the expiration date of the kit. Sequencing libraries derived from sources other than a Parse whole transcriptome kit as described above are not eligible for Services; and (c) Customer agrees to engage in at least one advocacy activity including but not limited to, a webinar, social media post, video testimonial, quote testimonial, or other advocacy activity as determined between Parse and the Customer. Advocacy activity must be completed within 6 months of receiving sequencing data from Parse.
2.3 Bundle. Parse is providing reagent kit and sequencing service bundles to furnish sequencing Services for the libraries resulting from the Parse Evercode™ kits within the bundle. These Services are contingent on Customer sending to Parse the prepared sequencing libraries, including all required information as deemed by Parse (“Required Information”) on or before two weeks after the expiration date of the bundled kit. Sequencing libraries derived from sources other than the Parse kit of the bundle as described above are not eligible for Services.
2.4Omnibus. Parse is providing contract sequencing services under conditions not covered by the previously Scope of Work 2.1-2.3 inclusive but agreed upon between Parse and the Customer and documented on the written sales order or purchase agreement. These Services are contingent on the Customer sending to Parse prepared sequencing libraries, including all required information as deemed by Parse (“Required Information”) on or before two weeks after the expiration date of the kit. Sequencing libraries derived from sources other than a Parse Evercode kit as described above are not eligible for Services.
2.5Number of Reads. Parse will deliver to Customer raw sequencing data not to exceed the read amount documented on the sales order or purchase agreement (“Deliverables”). Parse will also provision access to its Trailmaker platform for downstream data analysis, provided Customer separately accepts the Trailmaker terms of use.
2.6Assent to Terms. This Service Agreement shall govern the provision of Services available under one or more of these offers and submission of sequencing libraries for sequencing services means the Party is deemed to assent to the terms of this Service Agreement.
3. Required Information. Customer shall perform certain quality checks and provide certain data as deemed necessary by Parse which may include, but are not limited to, bioanalyzer traces or equivalent, library concentrations, a completed sample loading table, and minimum sample identity information required for downstream analysis. Notwithstanding the foregoing, Customer shall remove any and all personal identifying information (PII) prior to sending to Parse. Parse will perform confirmatory quality checks and will notify Customer of any samples with questionable metrics. If the Customer chooses to proceed with such samples, in addition to the Disclaimers and Limitations of Liability below, Parse shall expressly not be held responsible for the quality of data derived from those samples.
4. Intellectual Property and Data
4.1 Customer shall exclusively own, and Parse does hereby assign to Customer, all associated IP to the Deliverables (the “Customer IP”). Upon completion of Services, Parse will provide to Customer raw sequencing data obtained by Parse in the course of providing Services. Parse will maintain computerized records and files for a period of two (2) weeks from providing Deliverables after which Parse may dispose of, delete, or otherwise destroy any such data, records, or files at its sole discretion.
4.2 Notwithstanding the foregoing, Parse will retain full ownership rights in and to all templates, programs, methodologies, processes, technologies and other materials developed or licensed by Parse prior to or apart from performing its obligations under this Agreement and the modifications and improvements thereto (collectively, with all associated intellectual property rights, the “Parse IP”), regardless of whether such Parse IP is used in connection with Parse’s performance of its obligations under this Agreement.
5. Confidentiality
5.1 Confidential Information” means, with respect to a Party disclosing such information (the “Discloser”), any and all information disclosed by or on behalf of the Discloser to the other party (the “Recipient”), either directly or indirectly, whether in oral, written, graphic, electronic or other form, identified at the time of disclosure as confidential, or by which its context, would reasonably be deemed to be confidential.
5.2 Recipient shall not use any Confidential Information of the Discloser for any purpose except to exercise the Recipient’s rights or to perform the Recipient’s obligations hereunder. The Recipient shall use the highest degree of care that the Recipient uses to protect its own confidential or proprietary information to protect the Confidential Information from unauthorized use and unauthorized disclosure, but no less than a reasonable degree of care. The Recipient shall promptly notify the Discloser of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of the Discloser’s Confidential Information. The Recipient shall only permit access to Confidential Information to those of the Recipient’s officers, directors, employees, and other authorized representatives (each, a “Representative”) who (a) have a need to know such information for the Recipient’s exercise of its rights or performance of its obligations hereunder and (b) are bound by obligations of confidentiality and non-use at least as stringent as those contained herein, provided that any failure of any Representative of the Recipient to comply with such obligations of confidentiality and non-use shall be considered a breach of this Agreement by the Recipient.
5.3 Recipient may provide Discloser’s Confidential Information solely to its employees or contractors on a need-to-know basis and solely as necessary to carry out Recipient’s rights or obligations under this Agreement; provided, that Receiving Party remains liable for the compliance of such employees or contractors with the terms of this Agreement.
5.4 Recipient’s obligations of non-disclosure and non-use under this Agreement will not apply to any portion of Discloser’s Confidential Information that Recipient can demonstrate, by competent proof:
i. is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of Recipient;
ii. is in Recipient’s possession at the time of disclosure other than as a result of Recipient’s breach of any legal obligation;
iii. becomes known to Recipient on a non-confidential basis through disclosure by sources other than Discloser having the legal right to disclose such Confidential Information;
iv. is independently developed by Recipient without reference to or reliance upon Discloser’s Confidential Information.
If Recipient is required by a governmental authority or by order of a court of competent jurisdiction to disclose any Confidential Information, Recipient will give Discloser prompt written notice of such requirement or order and Recipient will take all reasonable and lawful actions to avoid or minimize the degree of such disclosure. Recipient will cooperate reasonably with Discloser at Discloser’s expense in any efforts to seek a protective order.
5.5 Each Recipient and Discloser agrees that its obligations hereunder are necessary and reasonable in order to protect the other party and the other party’s business, and expressly agrees that monetary damages would be inadequate to compensate the other party for any breach of the terms of this Agreement. Accordingly, each party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the other party, and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other Party shall be entitled to seek injunctive relief against the threatened breach of this Agreement.
6. Research Use Only. Customer agrees that Services and Deliverables are for Customer’s non- commercial, internal research use only.
7. Term. The term of this Agreement shall commence on the Effective Date and shall continue in effect until all such Services qualifying under Section 2 are completed.
8. Disclaimers. THE SERVICES, TECHNOLOGY, PRODUCTS, DELIVERABLES AND ALL OTHER ITEMS PROVIDED BY PARSE UNDER THIS AGREEMENT (“PARSE SUPPLIED ITEMS”) ARE PROVIDED “AS IS” AND PARSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability. PARSE AND ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY DAMAGE CAUSED BY PARSE SUPPLIED ITEMS OR CUSTOMER’S USE THEREOF; (C) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO PARSE UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Governing Law. This Agreement shall be governed by the laws of the State of Washington, USA without regard to its conflict of laws provisions.
11. Force Majeure. If Parse is delayed or prevented from performing any of its obligations under this Agreement by reason of any occurrences or circumstances beyond the reasonable control of Parse, including epidemics, strikes, lockouts or other labor disturbances, loss of laboratory resources including sequencer functionality, restrictive government or judicial orders, riots, acts of war or terrorism, civil disorder, acts of God, fire, earthquake, or other acts of nature (each, a “Force Majeure Event”), then such performance or obligation shall be excused for the duration of such Force Majeure Event. Parse shall promptly provide a written notice of such Force Majeure Event and take commercially reasonable efforts to resume performance as soon as reasonably practicable.
12. Relationship of Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Parse in any respect whatsoever.
13. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to Services.
