SoluLINK® Products Limited-Use Research License
PURCHASE AND/OR USE OF THIS PRODUCT SHALL CONSTITUTE ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS AND CONDITIONS. THE BUYER OR USER OF THIS PRODUCT IS HEREINAFTER REFERRED TO AS “BUYER.”
Vector Laboratories’ SoluLINK reagents and/or technology incorporated therein (hereinafter “Products”) and their use may be covered by one or more Patents or pending Patent Applications.
If Buyer does not agree to use the Products Buyer has purchased pursuant to the terms and conditions set out in this Research License Agreement, please contact Vector Laboratories within ten days of receipt to return the unused and unopened Products for a full refund; provided, however, that custom-made Products may not be returned for a refund.
- Research Use. The purchase of Products conveys to the Buyer the non-transferrable right to use the purchased amount of the Products in internal research conducted by the Buyer, whether the buyer is an academic, non-profit, or for-profit entity. Buyer agrees that it will not sell or otherwise transfer Products, or any components or derivatives thereof, to any third party. Notwithstanding the foregoing, materials made through use of the Products may be transferred by Buyer to Buyer’s legal affiliates or bona fide third-party contractors performing paid work on Buyer’s behalf, provided the use by such third-party contractors is limited to performance of work for Buyer and such work is performed subject to the terms of this Research License Agreement.
- Commercial Use. Buyer also agrees that it will not sell, transfer, or otherwise use Products, or any components or derivatives thereof, for any commercial purposes. A license is required for any commercial use of Products, components, or derivatives thereof, regardless of the academic or non-profit status of the using entity. Information about commercial licenses for Products may be obtained by contacting us. Buyer may not use the Products to support the filing of a patent application in any country in the world that contains claims directed to the Products or uses thereof without the express approval of Vector Laboratories.
- Attribution. Buyers of the Products will expressly refer to the provision of the product in their published and unpublished works by explicitly identifying the Products purchased and stating that the Products were “purchased from Vector Laboratories (www.vectorlabs.com).”
- WARRANTY. The Products are provided without warranty of merchantability or fitness for a particular purpose or any other warranty, express or implied, and without any representation or warranty that the use or supply of the Products will not infringe any patent, copyright, trademark or other right. Vector Laboratories does not recommend to its end users any particular application, methodology and/or protocol for the use of the Products. Depending on Buyer’s particular use of the Products, it may be necessary to obtain a separate license or licenses from one or more third parties. Vector Laboratories and its employees and agents shall not be held liable for Buyer’s use of the Products transferred to Buyer. Buyer agree to hold Vector Laboratories and its employees and agents harmless for any loss, claim, damage or liability, of whatsoever kind or nature, which may arise from acceptance, use, handling or storage of the Products by Buyer.
- LIMITATION OF LIABILITY. In no event shall buyer be entitled to recover from Vector Laboratories any special, indirect, incidental, consequential, or punitive damages in connection with this agreement, Buyer’s use of the Products, or the license granted hereunder. Vector Laboratories’ and its affiliates’ aggregate liability to Buyer arising out of this Research License or the purchase or use of any Product will not exceed the amount paid by Buyer for such Product.
- Upon receipt of Products, Buyer shall use its expertise and facilities in strict accordance with all applicable local, state and federal laws, regulations and guidelines. Buyer understands that the Products may have biological and/or chemical properties that are unpredictable and unknown at the time of transfer, that they are to be used with caution and prudence, and that they will not to be used for testing in, or treatment of, humans.
- Buyer’s right to have and use the Products will terminate immediately if Buyer fails to comply with these terms and conditions of this agreement. Buyer shall, upon such termination of your rights, destroy all Products, or any components or derivatives thereof, and notify Vector Laboratories of such in writing.
- This Research License Agreement sets forth the complete and entire agreement of the parties with respect to the subject matter hereof and supersedes and terminates all prior agreements and understandings between the parties. No subsequent amendment or addition to this Research License Agreement shall be binding upon the parties unless reduced to writing and signed by the respective authorized officers of the parties. This Research License Agreement shall not be assigned or otherwise transferred by the Buyer.