1. Introduction. These terms and conditions, along with the description of the offering that bioaccess.™ provides on its website at https://bioaccessla.com/services/ (the "Offer") and any other exhibits, addenda and attachments referred to in the Offer, constitute the entire agreement (collectively, the "Agreement") between the Parties regarding its subject matter, superseding all prior agreements, representations and understandings between the parties. Conflicting terms contained in proposals, offers, or other documents submitted by customer are expressly rejected by bioaccess.™ and waived by customer. Neither party has made or relied upon any representation (i) with respect to the subject matter of the Agreement or (ii) to induce the execution hereof, except as specifically set forth herein. In the event of any irreconcilable inconsistency between the provisions of this rider and the Offer, the provisions of the Offer shall prevail.

  2. Acceptance of the Offer: You will accept the Offer subject to bioaccess.™ and you (the “Parties”) executing a formal contract (the “Contract), it being understood that if you accept the Offer, the Parties shall in good faith use their best efforts to execute the Contract as soon as possible.

  3. Fees. All fees are subject to change without notice at any time and are based in part on the applicability of this Agreement set forth herein. Fees are those in effect at the time the customer places a written order or accepts the Offer, and bioaccess.™ receives the order or the signed accepted Offer.

  4. Exclusions of the Offer: The Offer excludes a)project-related expenses such as national and international shipping & handling, courier services, photocopying, printing; b) travel-related expenses such as airfare, lodging, ground transportation, meals; c) translations of letters, certificates, technical and legal documents (bioaccess.™ will invoice translations at bioaccess.™'s standard rate of USD $0.25/word in Spanish); d) filing fees imposed by government agencies; e)any assistance with the communication, coordination, distribution, and execution of any needed legal agreement between client and a local third-party; f) third-party fees. bioaccess.™ will invoice these items as they occur. LATAM will add a 20% administrative fee to third-party payments including payments to government agencies in Colombia such as INVIMA.

  5. Payment terms: Upon acceptance of the Offer a) bioaccess.™ will invoice 50% of the prices under the Investment section of the Offer and 50% upon completion; b) LATAM will invoice 100% of the price for the Regulatory Legal Representation services and payment will be due upon receipt.

  6. Duties. bioaccess.™ shall perform its duties in accordance with the Offer.

  7. Compensation. Payment of bioaccess.™'s invoices is due upon receipt. LATAM may require that payment be made by electronic transfer. Past due amounts will bear interest at the rate of one and one half percent (1.5%) per month, provided that interest shall never exceed the maximum lawful rate, and any charges or payments in excess of such rate shall be spread, amortized, credited, or refunded, as necessary to avoid an unlawful charge. bioaccess.™ reserves the right to suspend its work if its invoices are not paid in a timely manner. Charges for NSF checks shall be debited back to customer.

  8. Rates. Any hourly rates applicable to compensation terms shall be subject to annual adjustment by bioaccess.™ upon not less than 30 days prior notice to customer setting forth the new rates and their effective date.

  9. Taxes. Prices quoted by bioaccess.™ are exclusive of any applicable statutory value added taxes and sales taxes, which will be added to any invoice at the rate in effect at the time of invoicing. Each party will be responsible for paying all other taxes associated with its own operations, products, and income.

  10. Project Cancellations/Postponements. Projects are non-cancelable, and agreed-upon payment terms are due as described. However, you may postpone or delay any part of the work in progress. In addition, our work is guaranteed. If we do not meet your objectives, and cannot meet them after your notification and an attempt to correct the shortcoming, we will refund your full fee. 

  11. Parties' Relationship. bioaccess.™ is an independent contractor. No partnership, joint venture, or other agreement for the sharing of profits or losses has been created by this Agreement, and neither party shall be obligated to pay salary or provide benefits to the employees of the other.

  12. Further Assurances. Upon request, the parties agree to execute such additional documents as may be consistent with and reasonably necessary or appropriate to accomplish the purposes of this Agreement.

  13. Delivery Dates. Any prospective delivery dates are estimates and shall be non-binding unless otherwise expressly agreed in writing.

  14. Protection of Confidential Information. bioaccess.™ will exercise diligence to maintain the confidentiality of all non-public information of customer that customer has designated by legend or accompanying written instruction as confidential (the “Confidential Information”), and shall not use, disseminate or publish such Confidential Information except on a "need to know" basis consistent with the scope of this engagement and as necessary to perform the work contemplated by this Agreement. This restriction shall not apply, however, with respect to any information that (i) is or hereafter becomes a part of the public domain without fault on the part of bioaccess.™, (ii) bioaccess.™ is authorized to disclose by customer in writing, or (iii) is required to be disclosed pursuant to law, regulation, governmental directive, legal process or court order, provided that LATAM shall notify customer of any legal process or court order prior to disclosure to afford customer an opportunity to promptly seek appropriate protection.

  15. Document Sharing System. Customer acknowledges that bioaccess.™ provides, free of charge, a secure online document storage system for the sole purpose of sharing documents directly related to the work being performed for the customer. While bioaccess.™ employs industry best practices to ensure the security and integrity of data stored on this platform, customer acknowledges LATAM has no responsibility for any security breach, loss or corruption of said data files. Furthermore, LATAM may deny access to the system and remove customer files with 30 days advance notice via email.

  16. Return of Customer Property. Upon termination of this Agreement, bioaccess.™ shall promptly return to customer any and all confidential materials and documents of customer, provided that bioaccess.™ may retain solely for archival purposes to meet its own record-keeping and legal obligations, and subject to the continuing duty of confidentiality imposed herein, a single copy set of such materials.