Terms and Conditions
Intellectual Property Rights, Use Restrictions, and Limited License
A. Ownership. Customer acknowledges that the Products provided to Customer embody intellectual property deemed to be of significant value to Triangle Research Labs and its licensors, and that such intellectual property may be protected by the law of patents, copyrights, trade secrets, and other laws. Customer acknowledges and agrees that neither this Agreement nor the purchase of the Products by Customer shall be construed as a transfer of any title or the grant of any rights in and to the intellectual property embodied in the Products owned or licensed by Triangle Research Labs. The Products are covered by one or more patents: patents are pending. Customer has a limited license to use the Products under the patents, subject to the use restrictions and third party licenses in subsections B and C of this section. Customer hereby grants to Triangle Research Labs a perpetual, royalty-free, fully paid up, non-exclusive, worldwide, unlimited license to se for any purpose any and all improvements made by Customer to the intellectual property embodied in the Products.
B. Use Restrictions. The Products and/or components of the Products are licensed for life science research only and may not be used for any other purpose. The Products must be used in accordance with the Product User’s Guide. No other right, express or implied, is conveyed by the sale of the Products. In particular, no right to make, have made, offer to sell, or sell the Products is implied by the sale or purchase of the Products. The license granted herein does not imply or convey the right to use the Products in combination with any other product(s) whose manufacture, sale, or use is covered by any patent. Customer may not transfer the Products to any third party without Triangle Research Labs’s prior written consent. Customer shall not reverse engineer, modify or otherwise alter the Products in any way. Company shall not use the Products or any components thereof in humans, in clinical trials or for diagnostic purposes involving human subjects, for any therapeutic use or investigational use, nor for any purpose in contravention of any applicable law, regulation, ordinance, institutional review board approved protocol, or privacy office approval.
C. Third Party Licenses. This product may contain a product sold under licensing arrangements between Triangle Research Labs and a Third Party. The purchase of this product conveys to the buyer the limited, non-transferable right under U.S. Patent to use the purchased amount of the product and components of the product in internal research conducted by the buyer (whether the buyer is an academic or for profit entity). The buyer cannot sell or otherwise transfer (a) this product, (b) its components, or (c) materials made by the employment of this product or its components to a third party or otherwise use this product or its components or materials made by the employment of this product or its components for Commercial Purposes. Commercial Purposes means any activity other than internal research, including but not limited to: (i) use of this product or its components in manufacturing or in quality assurance/quality control; (ii) use of this product or its components to provide a service, information, or data for a fee or other consideration if such service, information or data uses or is generated using detection or selection with the third party licensed product; (iii) use of this product or its components for therapeutic, diagnostic or prophylactic purposes; or (iv) resale of this product or its components, whether or not this product or its components are resold for use in research. Further information on purchasing licenses under the above patent may be obtained by contacting the Business Development Department, Triangle Research Labs ,LLC.
Appendix B. Limited Warranty
A. Triangle Research Labs warrants that its Products conform to the specifications contained in Product User’s Guide. Customer’s sole and exclusive remedy (and Triangle Research Labs’s sole and exclusive liability) under this limited warranty shall be replacement of the defective Products by Triangle Research Labs.
B. Triangle Research Labs reserves the right to make changes in design, production, manufacture, or characteristics of the Products or to improve on the Product at any time and in any way, without incurring any obligations to replace or modify any Products previously sold.
C. Under no circumstances shall Triangle Research Labs’s liability to Customer exceed the amount paid by Customer for the Products to Triangle Research Labs. Triangle Research Labs will bear all reasonable shipping costs if the Products are replaced pursuant to this warranty. This warranty does not apply to any defect or nonconformance caused by (i) Customer’s use of the Products for a purpose or in a manner other than that for which they were designed or that is permitted, (ii) the failure by Customer to follow Product User’s Guide for use, storage, and handling of the Products; or (iii) as a result of any other abuse, misuse or neglect of the Products by Customer. This warranty applies only to Customer and not to third parties. This warranty is not assignable.
D. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Triangle Research Labs DISCLAIMS ALL OTHER REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED,WITH RESPECT TO THE PRODUCTS AND DATA, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CUSTOMER’S SOLE REMEDY FOR BREACH OF WARRANTY ARE STATED ABOVE.
E. Any action by Customer for Triangle Research Labs’s breach of this limited warranty must be commenced within 12 months following the date of such breach. Notwithstanding such 12-month period, within 3 days of reanimation of the Product but prior to the expiration date of the Product as listed on its label, Customer must notify Triangle Research Labs in writing of any nonconformity of the Products, describing the nonconformity in detail and providing the results of the viability assays; otherwise all Products shall be conclusively deemed accepted without qualification. Customers must follow the instructions contained in Product User’s Guide to request replacement Product based on breach of the above limited warranty.
F. Customer acknowledges that the Products are subject to U.S. export control laws and regulations. Customer represents and warrants that it is the ultimate end-user of the Products, and further represents and warrants that it will not knowingly sell, export, re-export, transfer, divert, or otherwise dispose of the Products (including other materials or goods derived from or based on the Products) to any other destination, entity, or person without the prior authorization of any relevant U.S. federal government agency and Triangle Research Labs. Customer represents and warrants that it will not use the Products for any purpose prohibited by the laws or regulations of the United States and/or other government authorities to which Customer is subject without the prior authorization from any government entity whose laws and regulations may apply to the use of the Products.
Appendix C. Limited Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, Triangle Research Labs SHALL NOT HAVE ANY LIABILITY FOR INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF Triangle Research Labs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.CUSTOMER UNDERSTANDS THAT ANY RISKS OF LOSS HEREUNDER ARE REFLECTED IN THE PRICE OF THE PRODUCTS AND THAT THESE TERMS WOULD HAVE BEEN DIFFERENT IF THERE HAD BEEN A DIFFERENT ALLOCATION OF RISK.