Last Updated: Aug 26th, 2009
1. Overview of the Addgene Rewards Program
(a) The Program is a customer loyalty program sponsored by Addgene, Inc. (“Addgene”).
(b) Members of the Program are classified as either PI (Principal Investigator) Members or Non-PI Members (each as defined herein).
(c) A PI Member may earn rewards points (“Rewards Points”) when orders for plasmids deposited by such PI Member are made by other Addgene customers and fulfilled by Addgene.
(d) Both PI Members and Non-PI Members may redeem Rewards Points earned by PI Members for plasmids available in Addgene’s plasmid repository.
(a) The Program is void where prohibited by law and where prohibited by contract between Addgene and you and/or your employer.
(b) The Program is open only to individuals who (i) are nineteen (19) years old or older at the time of registration for the Program, (ii) are currently affiliated with an academic or non-commercial research entity (an “Eligible Employer”), and (iii) hold a valid user account (an “Account”) on the Addgene Website. Corporations, associations or other groups are ineligible to participate in the Program.
(c) Employees, officers, and directors of Addgene and its respective related companies and agents, as well as the spouses, children, parents, grandparents, and household members of each such employee, officer, or director, are ineligible to participate in the Program.
3. Duration of Program
(a) The Program will run until terminated by Addgene. At least thirty (30) days before the Program’s effective termination date (the “Program Termination Date”), Addgene will post a notification of the Program Termination Date on the Addgene Website to allow eligible Members to redeem accumulated, but unredeemed, Rewards Points.
(b) Addgene reserves the right to modify, amend, or cancel the Program, at its discretion, at any time.
4. Enrolling in the Program
(a) Eligible persons may enroll in the Program at the Addgene Website and must agree to these Terms and Conditions before enrolling.
(b) A Program enrollee who is a Principal Investigator (a “PI”) (or a person with responsibilities substantial similar to those of a PI) is a “PI Member.” A Program enrollee who is not a PI is a “Non-PI Member” (together with “PI Members,” “Members”).
(c) For purposes of the Program, each Member is identified by the username and password associated with his/her Account.
5. Earning Rewards Points
(a) Only PI Members may earn Rewards Points under the Program. Non-PI Members are ineligible to earn Rewards Points.
(b) A PI Member will earn Rewards Points when, after the Program’s commencement, (i) he/she deposits plasmids with Addgene (such deposit, “Member Plasmids”) in accordance with Addgene’s standard terms and procedures governing plasmid deposits (please see Instructions for Depositing Plasmids) and (ii) Addgene fulfills an order for one or more units of such Member Plasmids. Each of (i) and (ii) above must occur for PI Member to earn Rewards Points. An order for Member Plasmids is “fulfilled” when (x) a customer places the order with Addgene and (y) all required documentation governing the order, including without limitation a Materials Transfer Agreement, has been fully executed. Rewards Points will accrue in PI Member’s Account upon the order’s fulfillment.
(c) Rewards Points will only be awarded following the fulfillment of orders after the Program’s commencement.
(d) Addgene reserves the right to change, add, or remove the methods by which PI Member may earn Rewards Points at any time.
(e) PI Member is responsible for the payment of all taxes due by PI Member resulting from any award of Rewards Points.
(f) PI Member is responsible for ensuring the accurate accrual of Rewards Points in his/her Account. PI Member is encouraged to check his/her Account regularly to verify that the correct number of Rewards Points has accrued. PI Member may monitor requests for his/her Member Plasmids by accessing his/her Account, clicking on Home, clicking on Plasmid Distribution History.
If PI Member believes Rewards Points did not accrue properly to his/her Account, PI Member must notify Addgene by e-mail (email@example.com) within thirty (30) days after the order for Member Plasmids for which PI Member claims he/she should have been awarded Rewards Points is first displayed on the Plasmid Distribution History page of the Addgene Website.
Addgene’s decisions regarding the awarding of Rewards Points and the maintenance of Rewards Points balances in PI Member’s Account are final and binding in all instances. Addgene reserves the right to deduct any Rewards Points credited to PI Member’s Account in error.
6. Redeeming Rewards Points
(a) Subject to Section 6(d) of these Terms and Conditions, both PI Members and Non-PI Members may redeem Rewards Points earned by PI Members.
(b) During the Program, Members may redeem fifteen (15) Rewards Points for one (1) plasmid then in-stock in Addgene’s plasmid repository (each a “Reward Plasmid”). Members may not redeem more than four hundred fifty (450) Rewards Points (the equivalent of thirty (30) Reward Plasmids) in any single transaction.
(c) When PI Member first earns Rewards Points, Addgene will send PI Member via e-mail a passcode (the “Rewards Passcode”), which may be used to redeem the Rewards Points earned by PI Member.
(d) The Rewards Passcode may be used to redeem Rewards Points by either (i) the PI Member to whom such Rewards Passcode was issued and to whom such Rewards Points were awarded or (ii) a Non-PI Member designated by such PI Member who is affiliated with the Eligible Employer with which such PI Member is affiliated. A Non-PI Member who redeems Rewards Points pursuant to subsection (ii) hereof represents and warrants that he/she has been authorized by PI Member to use PI Member’s Rewards Passcode and redeem PI Member’s Rewards Points.
(e) Member may redeem Rewards Points by accessing his/her Account on the Addgene Website, following the instructions for redeeming Rewards Points, and entering the Rewards Passcode when prompted.
(f) Reward Plasmids will be delivered only to the business address associated with the PI Member Account to which the Rewards Points redeemed for such Reward Plasmids were awarded.
(g) Shipping, handling, tax, and duties associated with orders for Reward Plasmids are charged separately to PI Member and are PI Member’s sole responsibility.
(h) Each order for Reward Plasmids will be governed by a Material Transfer Agreement and subject to Addgene’s standard terms and procedures regarding plasmid transfers (please see Terms and Conditions for Receiving Materials). In the event an order for Reward Plasmids is not fulfilled by Addgene, Addgene will refund PI Member the number of redeemed Rewards Points associated with such order.
(i) Rewards Points will expire on the one (1)-year anniversary of the last day of the month during which such Rewards Points accrued in PI Member’s Account. For example, Rewards Points that accrued in PI Member’s Account on October 8, 2008 will expire on October 31, 2009. Rewards Points will be redeemed on a first-earned, first-received basis. Rewards Points that remain in PI Member’s Account at the end of the Program will be forfeited without compensation and PI Member’s membership in the Program will become inactive. Further participation in the Program following an “inactive” membership status requires submission of a new registration.
(j) PI Member is prohibited from transferring his/her Rewards Passcode to any other PI Member or non-PI Member that is not part of the PI’s Eligible Employer.
(k) In no event are Rewards Points convertible to cash or cash equivalent. Rewards Points have no cash or monetary value.
7. Modifications and Termination of the Program
(a) Addgene reserves the right to modify any of the Terms and Conditions set forth herein at any time, including the methods by which PI Member may earn Rewards Points, the amount of Rewards Points associated with each such method, the methods by which Member may redeem Rewards Points, including the number of Rewards Points that may be redeemed through the Program, and any of the options made available to Member with respect to his/her Account at any time, with or without notice, even though these changes may affect Member’s ability to accrue and/or use his/her Rewards Points.
(b) Subject to Section 3(a) of these Terms and Conditions, Addgene reserves the right to terminate the Program at any time, for any reason, with or without notice, even though termination may affect Member’s ability to accrue and/or use his/her Rewards Points.
(c) Member’s continued participation in the Program constitutes Member’s acceptance of any changes Addgene may make to these Terms and Conditions. These Terms and Conditions are subject to change at any time. Member is responsible for remaining knowledgeable about all changes Addgene makes to these Terms and Conditions. Current versions of these Terms and Conditions and other applicable rules are available at the Addgene Website and will supersede all previous versions.
8. Limitation of Liability
(a) By participating in the Program, Member acknowledges that technical processing and transmission of the Addgene Website may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. Addgene is not responsible for incorrect or inaccurate transcription of information, for problems related to any of the equipment or programming associated with the Program or utilized by Member, for any human error, for any interruption, deletion, omission, defect, or line failure of any telephone network or electronic transmission, for problems relating to computer equipment, software, inability to access the Addgene Website or on-line service, or for any other technical or non-technical error or malfunction.
(b) UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ADDGENE, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUCCESSORS, ASSIGNS, AND SERVICE PROVIDERS BE LIABLE HEREUNDER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE PROGRAM OR REWARD PLASMIDS OFFERED THROUGH THE PROGRAM, EVEN IF ANY OR ALL OF THE FOREGOING OR ANY OF THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, EXCEPT TO THE EXTENT ADDGENE AGREES OTHERWISE IN WRITING. Some jurisdictions do not allow the exclusion or limitation of liability for certain damages, so the limitations herein may not apply to certain Members to the extent prohibited by such laws; if so, then Addgene’s liability for damages hereunder shall not exceed $100.00.
(c) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE APPLICABLE MATERIAL TRANSFER AGREEMENT, IF ANY, ALL REWARD PLASMIDS OBTAINED THROUGH THE PROGRAM ARE PROVIDED TO MEMBER ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TYPICALITY, SAFETY AND ACCURACY. MEMBER USES THE REWARD PLASMIDS OBTAINED THROUGH THE PROGRAM AT HIS/HER SOLE RISK.
9. General Terms and Conditions
(a) Member represents and warrants that the personal information associated with his/her Account is true, accurate, and complete. Member agrees to update his/her Account information as necessary to keep it true, accurate, and complete. Addgene is not responsible for any incorrect or inaccurate information supplied by Member while he/she participates in the Program.
(d) Rewards Points do not constitute property of PI Member and may be revoked by Addgene at any time as set forth herein. Except as set forth in Section 6 of these Terms and Conditions, Rewards Points may not be transferred or assigned, and are not transferable upon change of employment or institution, death, as part of a domestic relations matter or otherwise by operation of law.
(e) Member represents and warrants that the Eligible Employer with which he/she is affiliated is aware of and approves of Member’s participation in the Program and that such participation does not violate any policies or conditions applicable to the agency relationship between Member and such Eligible Employer. Addgene reserves the right to verify this representation.
(f) PI Member represents and warrants that he/she is a PI (or a person with responsibilities substantially similar to those of a PI) at an Eligible Employer. Non-PI Member represents that he/she is affiliated with an Eligible Employer.
(g) All issues and questions concerning the construction, validity, interpretation and enforceability of the Terms and Conditions, or the rights and obligations of Member and Addgene in connection with the Program, shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to any choice of law or conflict of law rules or provisions (whether of the Commonwealth of Massachusetts, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the Commonwealth of Massachusetts.
(i) If any provision of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Terms and Conditions, which will otherwise remain in full force and effect.
(j) All questions or disputes regarding eligibility for the Program, earning or redemption of Rewards Points, or Member’s compliance with these Terms and Conditions will be resolved by Addgene in its sole discretion.