The Digital Generation of Scientists is Purchasing on ZAGENO
Putting Researchers First = Life Science Customer Centricity
Our Marketplace approaches Biotech E-commerce with a customer-centric attitude; catering to the specific needs of ordering scientists in a fast-paced digital environment.
As a customer-centric marketplace, we meet scientists and researchers at the first moment of product need. We utilize key touchpoints such as Google’s Product Listing Ads, a novelty in Biotech B2B trade, to improve your initial visibility. Additionally, we do all the hard work involved with managing your product feed and maintaining its accuracy.
Do you want to engage with relevant, but currently unreachable customers? Then ZAGENO is the right solution for your brand. We put your customers at the center of our business; connecting with them through emerging marketing opportunities, a mobile-first set-up, and evolving customer experience.
ZAGENO is Used by Everyone in and Around the Lab
Procurement Managers, Suppliers 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 supplier 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 Supplier identified below ("Supplier") and ZAGENO, Inc. ("ZAGENO") regarding Suppliers' use of the Zageno marketing platform. This Agreement will become effective when this Agreement is executed by both ZAGENO and Supplier (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, Supplier will have access to the Zageno marketing platform, marketplace and services.
1.2 Registration Information; Password Security.
Supplier 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.
Supplier 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. Suppliers' Product Listings and Orders.
2.1 Products and Product Information.
Supplier will provide accurate and complete information for each Product that Supplier 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. Supplier will also ensure that any Suppliers' Materials, Suppliers' Products (including packaging) and marketing comply with all applicable Laws and are not deceptive or misleading.
2.2 Suppliers' Agreements.
Zageno provides a platform for third-party sellers (e.g., Supplier) and buyers to negotiate and complete transactions for products, including the Supplier Products. Zageno is not involved in the actual transaction between Supplier and buyers (the "Supplier Transaction"), except as set out in Section 2.5. To the extent Supplier has any specific contractual terms Supplier desires to enter into with a potential buyer of Suppliers' Products through the Zageno Marketplace, Supplier shall provide a copy of such terms to Zageno so that Zageno may present them to the potential buyers. Supplier agrees to abide by such terms and shall indemnify and hold Zageno harmless from any claims as a result of Suppliers breach of any such terms. If Supplier fails to provide confirmation of shipment within the time frame agreed upon between the buyer and Supplier), Zageno may in its sole discretion cancel (and/or direct Supplier to stop and/or cancel) any such transaction, and Supplier will stop and/or cancel any such transaction upon such request by Zageno.
2.3 Product Listing; Merchandising; Order Processing.
Zageno will list the Suppliers' 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 Suppliers' Products. Supplier is responsible for the accuracy and content of the listings for Suppliers' Products (each a "Listing"). Supplier 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 Suppliers' Products sold on or through the Zageno Site, Supplier will determine shipping and handling charges and address such charges appropriately in the information provided about the Suppliers' Products.
2.5 Payment Processing.
Supplier authorizes Zageno to act as Suppliers agent for purposes of processing payments, refunds and adjustments for any Supplier Transactions, receiving and holding Sales Proceeds from the Supplier Transactions on Suppliers' behalf, remitting Sales Proceeds to Suppliers' bank account, and retaining such amounts Supplier may owe Zageno in accordance with this Agreement or other agreements you may have with Zageno or its affiliates (collectively, the "Transaction Processing Service").
Supplier acknowledges and agrees that Zageno may provide the Transaction Processing Services through a third party. The Transaction Processing Service facilitates the purchase of Supplier Products. Sales Proceeds are credited to a registered Supplier Payment Account, and funds are periodically transferred to the Supplier Payment Account. Supplier agrees that buyers satisfy their obligations to Supplier for Supplier Transactions when Zageno receives the Sales Proceeds. Zageno's obligation to remit funds received by Zageno on Suppliers' 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 Supplier Transactions and neither Zageno nor our affiliates are the purchaser of the Suppliers' Products. Supplier must provide Zageno true and accurate information when registering and must maintain and update that information as applicable. Zageno may at any time require Supplier to provide any financial, business or personal information Zageno requests to verify Suppliers' identity. Supplier will not impersonate any person or use a name he or she is not legally authorized to use. Supplier authorizes us to verify his or her information (including any updated information), to obtain credit reports about Supplier in order to approve Supplier for use of the Transaction Processing Service and also from time to time while Supplier 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 Supplier Payment Account (which functionality may be modified or discontinued by Zageno at any time without notice). Supplier may provide refunds or adjustments to buyers for Supplier Transaction through the Transaction Processing Service using functionality enabled for Suppliers' account. This functionality may be modified or discontinued by Zageno at any time without notice.
Zageno will initiate a transfer to the Supplier Payment Account within twenty (20) business days of Zageno's receipt of the Sales Proceeds for a given Supplier Transaction, less any fees or other amounts owed to Zageno by Supplier under this Agreement and any refunds, adjustments, or other amounts paid to buyers in connection with Supplier Transaction. On occasion, Zageno may send Supplier a paper check instead of an electronic credit to the Supplier Payment Account; (e.g., if Suppliers' bank will not accept an electronic credit). If Zageno reasonably determines that Suppliers' 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 Supplier in connection with this Agreement until the completion of any investigation(s) regarding any Supplier actions or inactions.
We reserve the right, upon termination of this Agreement, to set off against any payments to be made to Supplier, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to buyers in connection with Supplier Transactions for a prospective three-month period. At the end of such three-month period following termination, Zageno will disburse to Supplier any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to buyers, or seek reimbursement from Supplier 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 Supplier, 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. Supplier 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 Supplier Payment Account for the period of time set forth in applicable unclaimed property laws and Zageno hold Sales Proceeds on Suppliers behalf, Zageno will notify Supplier by means designated by Zageno and provide Supplier the option of keeping the Supplier Payment Account open and maintaining the funds in the Supplier Payment Account. If Supplier does not respond to the Zageno notice(s) within the time period Zageno specifies, Zageno will send the funds in the Supplier Payment Account to Suppliers state/country of residency, as determined by Zageno based on the information in the Supplier Payment Account. If Zageno is unable to determine the state of residency or if the Supplier 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 Suppliers' Transactions. In all other cases, Supplier will bear the risk of credit card fraud occurring in connection with Suppliers' 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 Supplier and Zageno will present any Supplier Terms that are associated with the Suppliers' Products to such buyer. Supplier will: (a) source, sell, fulfill, ship and deliver Suppliers' Products in accordance with Suppliers' Materials, the terms of the applicable Order Information (including all applicable offers and promotions) and all terms provided by Supplier and displayed on Suppliers' website at the time of the order; (b) package each of Suppliers' Products in a commercially reasonable manner and ship each of Suppliers' 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 Suppliers' Products; and (f) identify Supplier as the seller of the product on all packing slips or other information included with Suppliers' Products and as the person to which a buyer may return the applicable Product.
3.2 Returns and Refunds.
For all of Suppliers' Products, Supplier will establish and maintain commercially reasonable return and refund policies and accept and process returns, adjustment and refunds relating to Suppliers' Products in accordance with such policies at the time of the applicable order. Such policies shall be adequately communicated by Supplier to buyers through Suppliers' Materials made available through Suppliers' website.
4. Problems with Suppliers' Products.
Supplier is responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of Suppliers' Products. Supplier are also responsible for any non-conformity or defect in, or any public or private recall of, any of Suppliers' Products. Supplier will notify Zageno as soon as Supplier has knowledge of any public or private recalls of Suppliers' Products. Zageno shall not be responsible or liable for any costs and expenses in connection with such recalls and Supplier shall promptly pay or reimburse Zageno for any such costs or expenses incurred or paid by Zageno on Suppliers 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. Supplier agrees to promptly pay all fees for all Zageno services user or ordered from Zageno relating to the use of the Zageno Site. Supplier shall pay all fees or charges to Suppliers' 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 Supplier 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 Supplier 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. Supplier agrees to pay such amounts set forth on the Compensation Statement within twenty (20) days after Suppliers' receipt of such Compensation Statement. If Supplier disagrees with any Compensation Statement Supplier must notify Zageno within twenty (20) days from Suppliers' receipt of the Compensation Statement. If Supplier fails to notify Zageno within such twenty (20) day period, Supplier waives any rights Supplier may have to later dispute such Compensation Statement. Supplier shall maintain at Suppliers' 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 Suppliers' Accounting Records during Suppliers' normal business hours for the purpose of conducting an audit to determine and to verify Suppliers' 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, Supplier 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 Supplier as provided below (the "Term"). Zageno may terminate or suspend this Agreement or Suppliers' access to, or use of, the Zageno Site or any Service for any reason upon 90 days' prior written notice. Supplier 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. Suppliers' Materials and Conduct.
7.1 Right to Use.
In order to provide the Services, Zageno will need to use the Supplier Materials for purposes of making the Supplier Products available to potential buyers. Therefore, Supplier 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 Supplier Materials, solely for the purposes of, and/or in furtherance of the services as contemplated herein.
7.2 Acceptable Use.
Supplier represents and warrants that the Suppliers' 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.
Supplier also represents and warrants that Supplier will deliver all of Suppliers' Products sold by Supplier, unless the buyer fails to follow the terms of purchase posted on Suppliers' website, or Supplier cannot contact the buyer. In addition, Supplier represents and warrants that, upon delivery to the buyer and when used in accordance with the specifications for Suppliers' Products, Suppliers' Products (i) will comply with all specifications for Suppliers' 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 Suppliers' Products; and (iv) are not adulterated or misbranded within the meaning of the U.S. Food, Drug and Cosmetic Act.
Supplier 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) Suppliers' actual or alleged breach of any representations, warranties and/or obligations herein; (b) any sales channels owned or operated by Supplier, (c) Suppliers' Products (including issues arising out of the offer, sale, fulfillment, defect, damage, warranty claims regarding, and claims regarding false or deceptive advertising of, Suppliers' Products), Suppliers' 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) Suppliers' Taxes. Supplier 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. Supplier 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 SUPPLIER 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 SUPPLIER TO ZAGENO IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM OR (II) ONE THOUSAND DOLLARS ($1,000.00).
Supplier 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"). Supplier agrees that: (a) all Confidential Information will remain Zageno's exclusive property; (b) Supplier will use the Confidential Information only as is reasonably necessary for Suppliers participation in the Services; (c) Supplier will not otherwise disclose Confidential Information to any individual, company, or other third party except to the extent required by Law (provided Supplier provide Zageno prompt written notice of such requirement and allow Zageno to seek an injunction to prevent or limit such disclosure), and (d) Supplier 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.
Supplier 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 Supplier 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 Suppliers use of the Services shall be adjudicated in the courts located in Boston, Massachusetts, and Supplier consent to exclusive jurisdiction and venue in the state and federal courts located in Boston, Massachusetts. Supplier 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 Suppliers 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 Supplier at the e-mail addresses Supplier designated for notifications and updates in "My Account," or by any other means then specified by Zageno. Supplier must send all notices and other communications relating to Zageno to [email protected] 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 Suppliers' 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 Suppliers' Product
means any product that is made available for listing for sale, offered for sale, or sold by Supplier 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 Suppliers' 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.
Supplier Payment Account
shall mean Suppliers' designated bank account for the receipt of Sales Proceeds under this Agreement.
means all Suppliers' trademarks, content, Product information, data, materials, and other items provided or made available by Supplier or Suppliers' affiliates to ZAGENO or its affiliates through this Agreement or any of the services.
Suppliers' Product or Product
means any product that is made available for listing for sale, offered for sale, or sold by Supplier 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 Suppliers' Products by Supplier on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of Supplier or its affiliates or their respective employees, agents, contractors or representatives.
means any sale of Suppliers' Product(s) through the ZAGENO Site.
means the pages of the ZAGENO Site on which Suppliers' 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.