Terms of Use: Research Use Only Terms (Nonprofits)

Research Use Only Terms (for Nonprofit Recipients)

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; and (d) 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. Notwithstanding the preceding, you may transfer this material to a contract research organization for the sole purpose of modifying, replicating, packaging, synthesizing or producing downstream materials; provided, however that the terms between you and the contract research organization stipulate that the material may not be used for any other purpose and that the material be returned to you or destroyed upon completion of services

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, Addgene and its depositing institutions shall not be liable to you or your organization for any loss, claim, or demand arising from your use of the material, unless caused by the gross negligence or willful misconduct of Addgene or the respective depositing institution(s). You assume all liability for any and all damages, losses, costs, and expenses (including litigation costs and attorneys’ fees) arising out of: (a) the negligent or willful acts of you or your organization; (b) any repair, modification, or combination of the material with other products; (c) your selection, application, or use of the material; (d) any violation of export control laws or other applicable regulations; and (e) your breach of these terms.

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.