Research Use Only Terms
1. This material shall be used for in vitro activities, animal studies in laboratory settings and INTERNAL RESEARCH PURPOSES ONLY. Commercial use of the material (whether in whole or in part) of any kind is strictly prohibited. Commercial use, includes but is not necessarily limited to: (a) the sale, lease, license, or other transfer of the material to any third party; (b) the provision of fee-for-services to any third party; (c) the manufacture or production of products for general sale; (d) copying, modifying, reverse engineering, decompiling, disassembling or other attempting to discover the underlying structure or technology of the material; and (e) use of the material or its components for therapeutic, diagnostic or prophylactic purposes.
2. This material or its components shall not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects.
3. You understand that this material must be used in your lab, at your organization. You understand that this material may not be shared or transferred outside of your lab and organization.
4. You understand that this material is experimental in nature and may have hazardous properties.
5. You agree to acknowledge the source(s) of material as scientifically appropriate in any academic or scientific publications.
6. NEITHER ADDGENE NOR ITS DEPOSITING/ COLLABORATING INSTITUTIONS AND THEIR SCIENTISTS MAKE ANY REPRESENTATIONS OR EXTEND ANY WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS OF WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, VALIDITY, ENFORCEABILITY AND SCOPE OF ANY INTELLECTUAL PROPERTY RIGHTS OR CLAIMS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE.
7. IN NO EVENT SHALL ADDGENE AND ITS DEPOSITING/ COLLABORATING INSTITUTIONS AND THEIR SCIENTISTS, THEIR AGENTS, AND THEIR SUCCESSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR LOST PROFITS, REGARDLESS OF WHETHER THE PARTY WAS ADVISED, HAD REASON TO KNOW OR IN FACT KNEW OF THE POSSIBILITY OF THE FOREGOING. NOTWITHSTANDING THE PRECEDING, IN NO EVENT SHALL THE ABOVE-NAMED PARTIES’ TOTAL LIABILITY TO YOU EXCEED THE TOTAL AMOUNT PAID BY YOU TO ADDGENE DURING THE TWELVE (12) MONTH PERIOD PRECEDING A CLAIM FOR THE APPLICABLE MATERIAL GIVING RISE TO THE CLAIM NOR SHALL ADDGENE BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
8. Except to the extent prohibited by law, you shall hold harmless, indemnify and defend Addgene and/or its depositing/ collaborating institutions for any and all damages, liabilities, costs and expenses (including any costs of litigation, including, without limitation, attorneys’ fees and any other costs and expenses), fines or losses in connection with any threatened or actual claims, actions, demands, investigations or suits, including, without limitation, claims or suits by third parties, arising out of any of the following: (a) your negligent or willful acts, or those of your employees and/or agents; (b) repair or modification of the material by persons other than Addgene or its depositing/ collaborating institutions; (c) modification of material or combination of material with any other product, including, without limitation, modification or combination resulting in the actual or alleged infringement of any intellectual property rights of any third party; (d) your selection, application, processing and use of material, (e) any violations of export control laws by you; (f) your breach of any provision of these terms, or any other terms incorporated herein; or (g) your failure to abide by applicable laws and regulations.
9. Except as expressly provided herein, no other rights or licenses are granted to you. Any and all intellectual property rights relating to the material and/ or its manufacture are retained and owned by Addgene, its depositing/ collaborating institutions and scientists, and any other named third party rights holders. If you wish to use the material for any purpose other than that permitted herein, you understand and agree that a commercial license may be required. You further understand and agree that no party described above shall have any obligation to grant such a license to you, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the material to any third party(ies), subject to any pre-existing rights held by others and obligations to the federal government.
10. You are solely responsible for handling and using the material pursuant to: (a) good laboratory practices; (b) all applicable laws, regulations and governmental policies; and (c) any necessary approvals, permissions, authorizations and/or licenses as may be required for your research and other intended uses, including any rights to use intellectual property rights of a third party.
11. Addgene reserves the right to change these terms at any time. Any change to these terms will not apply to any purchase made before the change is in effect.
12. These terms, the purchase, sale and transfer of material, and any dispute or controversy relating to any said terms, purchase, sale and transfer, are governed and construed according to the laws of the Commonwealth of Massachusetts, without regard to provisions on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any Agreement. You agree to bring any cause of action arising out of or relating to these terms or material in the state or federal courts of the Commonwealth of Massachusetts. You hereby irrevocably submit to the exclusive jurisdiction (including personal jurisdiction) of the state and federal courts in the Commonwealth of Massachusetts to resolve any dispute or controversy with Addgene arising out of or relating to these terms or material. You hereby agree not to raise any objection at any time to forum non conveniens and irrevocably waives the right to object to the jurisdiction of the state and federal courts of the Commonwealth of Massachusetts. You hereby understand and agree that any cause of action brought by you arising out of or relating to these terms or material must be brought within one (1) year after such cause of action arose. Actions not commenced by you within said year are permanently barred.
13. If any provision or portion thereof of these terms is held to be illegal, invalid or unenforceable, the same will not invalidate any other portion of these terms and these terms will be construed as if such provision or portion thereof had never been contained in these terms.
By purchasing this material, you agree to the Research Use Only Terms above, Addgene’s Terms of Purchase (https://www.addgene.org/shopping/terms-of-purchase/) and any included third party terms.