Vytelle On-Farm OPU Terms and Conditions

Services: Vytelle shall exclusively provide ovum pick-up (“OPU”) services at Client Facilities for Donor animals, carry the ova to a Vytelle lab, perform IVF processes under the Vytelle system to produce embryos from the ova, freeze embryos, and return the embryos to the Client (the “Services”).  Shipping expense for any fresh shipped (not frozen) embryos produced will be at the expense of Client 


Vytelle’s Obligations: Vytelle shall: a. Provide OPU protocols, using certified technicians and proprietary processes, to produce grade one frozen embryos and use a certified carrier to ship embryos to Client; b. Provide equipment needed for technical operations on OPU day.  


Client’s Obligations: Client shall: a. Provide a safe environment for the handling for Donors; b. Provide safe work environment for Client staff and Vytelle technicians; c. Pay Vytelle within thirty (30) days of receipt of the list of embryos from Vytelle. If such payment is not received within thirty (30) days, Vytelle reserves the right to charge Client 1.5% per month interest plus costs of collection. Client is also obligated to provide chute side assistance and help with loading/unloading client trailers.  


Limitation of Liability:   a. Vytelle disclaims any liability for damages or losses due to problems with shipping. Client or Donor Owners shall arrange to ensure the shipment if they desire greater protection for the shipping of embryos; b. In no event shall Vytelle be liable to client or to any third party for any loss of use, revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not Vytelle has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.; c. In no event shall Vytelle’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid or payable to Vytelle pursuant to this agreement.   


Data: Client hereby grants to Vytelle Holdings LLC and its affiliates a perpetual, general, irrevocable license to use, DNA and biological samples and/or genomic information, animal health and fertility data, animal registration or electronic identification numbers and/or three generation pedigrees for the following purposes:  

·      Customer Service: to provide products or services;  

·      Product and Customer Support: to provide and deliver product improvement communications and information to clients and through mechanisms such as shared anonymized information with the public such as databases for EPDs;  

·      Communications: to provide you with information that may be of interest, such as Vytelle and affiliate news, reminders, offers for products and services and technical service bulletins; and  

·      Manage Our Everyday Business Needs: such as invoicing and payment processing, performing research & development activities (including data analysis to develop new or improve existing products and services), contract management, order or contract fulfillment, analytics, fraud prevention, corporate governance, and reporting and legal compliance.  


Client acknowledges that all right, title and interest in anonymized data is the property of Vytelle and as such Vytelle may use, store, analyze or disclose the anonymized data in its sole discretion.  

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