By using this Product (“Product(s)”), you are agreeing to be bound by the terms and conditions of this agreement. Do not use this Product until you have read and agreed to the following terms and conditions. The use of the Product implies automatically the acceptance of the following terms and conditions.
LICENSE. Slingshot Bioscience (“SSBS”) grants the user the right to use the Product only for internal purposes and to use SSBS products as intended. The Product shall not be, in any case, directly or indirectly combined with other reagents and/or products to constitute a new reagent or product, i.e. testing kit, mixtures, or formulations.
AUTHORIZED USE. Purchaser shall use all Slingshot Products supplied hereunder solely for the purposes of Purchaser’s internal research use (collectively, the “Authorized Purposes”) subject to the terms below. For the avoidance of doubt, Purchaser is prohibited from selling, reselling, transferring or distributing, and hereby covenants not to sell, resell, transfer or distribute, any Slingshot Product. Without limiting the generality of the foregoing, Purchaser covenants, on behalf of itself and its Affiliates: (a) not to use any Slingshot Product supplied hereunder for any purpose other than the Authorized Purposes; (b) not to modify or create derivatives of any Slingshot Product, not to attempt to reverse engineer, deconstruct or in any way determine the structure or composition of any Slingshot Product, and not to make or have made any Slingshot Product; (c) not to use, label, sell, market or distribute any Slingshot Product or Authorized Product for testing in or treatment of humans, or for the prediction, diagnosis or monitoring of a disease or measurable state in humans, or for making any decision regarding the treatment of any human subject; (d) not to make or publish any false or misleading representations, warranties, or guarantees concerning the Slingshot Product on behalf of Slingshot; and (e) not to cause or permit any Third Party to engage in any of the activities described in the preceding paragraphs (a) through (d). Purchaser hereby agrees to use, and to require its Affiliates and any of their respective Third Party contractors (including, without limitation, any Third Party distributor, marketing partner, manufacturer or other service provider) to use, the Slingshot Products in compliance with all applicable laws, rules and regulations, including, but not limited to, any laws, rules or regulations relating to the research, testing, production, storage, transportation, export, packaging, labeling or other authorized use of the Slingshot Products or Authorized Products.
PRODUCT STATUS. The Purchaser is not authorized to use the Product in any kits, mixtures, or formulations, and may not be offered for sale or lease, or sold, leased or otherwise distributed. If the Product is incorporated in any kits, mixtures, for formulations, then the resulting final product will be the exclusive property of SSBS.
OWNERSHIP AND COPYRIGHT. Title to the Product, related documentation and all copies thereof remain with SSBS. You may not remove the copyright notices from the Product.
RESTRICTIONS. SSBS sells Products for research use. Research products are labeled for Research Use Only (RUO) and are not for use in diagnostic or therapeutic procedures. SSBS is not liable for misuse of any product. Note that all Products are to direct end users only and are not for resale.
LIMITED WARRANTY. SSBS warrants that the Product(s)are free from defects in material and workmanship under normal use and service with proper storage (4C, light protected) for 12 months, if unmodified, and 3 months if modified with a biomarker. The term for such warranties shall begin upon receipt of the Product by the Purchaser. Purchaser shall promptly notify SSBS of any known warranty claims and shall cooperate in the investigation of such claims. If any Product is proven to not conform with this warranty during the applicable warranty period, SSBS shall, at its exclusive option, replace the Product or refund the purchase price paid by Purchaser for each non-conforming Product. SSBS shall have no obligation under the warranty set forth above if Purchaser modifies product in any manner or uses the Product in a manner that is not expressly outlined in the Product uses.The Purchaser is responsible for determining whether the Product will be suitable for its intended use or application or will achieve its intended results. Product(s) are not designed nor are they authorized for use in clinical diagnostic or therapeutic applications.
LIMITATION OF LIABILITY. In no event SSBS shall be liable to you or any third party for any indirect, special, consequential, incidental, punitive damages or other damages (including but not limited to, the cost of labour, re-qualification, delay, loss of profits, loss of revenues, loss of data, costs of procurement of substitute goods or services or the like) whether based on contract, tort, or any other legal theory, relating to or in connection with the Product. In no event shall SSBS’ aggregate liability to you or any third party under this agreement for any cause action, whether based on contract, tort, or any other legal theory, relating to or in connection with the Product, the documentation or this agreement shall exceed the purchase price paid for the Product if any.
APPLICABLE LAW AND JURISDICTION. In case of dispute and in the absence of an amicable settlement, the only competent jurisdiction shall be the Courts of California, United States. The applicable law shall be the law of the United States.
SEVERABILITY. If any provision of this agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.
WAIVER. The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
RELATIONSHIP OF THE PARTIES. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties. Neither Party has the authority or power to bind, to contract in the name of or to create a liability for the other in any way or for any purpose.