Terms of Service and End User License Agreement
IMPORTANT: THIS AGREEMENT IS A CONTRACT BETWEEN YOU AND PROTIFI™, LLC (hereafter referred to as “Protifi,” collectively referred to as the “Parties”). PLEASE READ THIS LICENSE CAREFULLY BEFORE USING Protifi PRODUCTS.
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Restrictions and Liabilities
This document is provided “as is.” Protifi assumes no responsibility for any typographical, technical, or other inaccuracies in this document. Protifi reserves the right to periodically change information that is contained in this document; however, Protifi makes no commitment to provide any such changes, updates, enhancements, or other additions to this document to you in a timely manner or at all.
OTHER THAN THE EXPRESS LIMITED WARRANTY SET FORTH IN THIS USER’S GUIDE, Protifi MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, MERCHANTABILITY, DURABILITY, TITLE, OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF ANY PRODUCT REFERENCED HEREIN OR PERFORMANCE OF ANY SERVICES REFERENCED HEREIN).
This document might contain references to third-party sources of information, hardware or software, products or services and/or third-party websites (collectively the “Third-Party Information”). Protifi does not control, and is not responsible for, any Third-Party Information, including, without limitation the content, accuracy, copyright compliance, compatibility, performance, trustworthiness, legality, decency, links, or any other aspect of Third-Party Information. The inclusion of Third-Party Information in this document does not imply endorsement by Protifi of the Third-Party Information or the third party in any way. Protifi does not in any way guarantee or represent that you will obtain satisfactory results from using Protifi Products as described in Protifi documentation. The only warranties provided to you are Limited Warranty of this document. You assume all risk in connection with your use of Protifi Products.
Conditions of Use
Protifi Products are for life science research use only and subject to the use restrictions as contained in this Agreement. You are responsible for understanding and performing the protocols described within. Protifi does not guarantee any results you may achieve. These protocols are provided as Protifi ‘s recommendations based on its use and experience.
Protifi Products are manufactured in the United States of America.
© 2015 Protifi LLC. All rights reserved. This document may not be reproduced, distributed, modified or publicly displayed without the express written permission of Protifi LLC.
Version 1.0: February 2015
Limited Use License
By purchasing Protifi Products, you agree that this End User License Agreement (EULA, hereafter referred to as “Agreement”) is a legally binding and valid contract between you and Protifi, and you agree to be bound by it. You agree to abide by all intellectual property laws and all terms and conditions of this Agreement. This Agreement and the terms and conditions contained herein constitute the entire agreement between the Parties and supersedes all communications, negotiations, arrangements and agreements, whether oral or written, between the Parties with respect to the subject matter of this Agreement. Your use of Protifi Products indicates your acceptance of this Agreement in its entirety. This Agreement applies to all past, current and future Products. Protifi reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on the use of Protifi Products. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of Protifi Products following any Additional Terms will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference. Use of Protifi Products signifies acceptance of this Agreement inclusive of any Additional Terms. The purchase of Products from Protifi, LLC, its affiliates, licensees and licensors, or its authorized resellers and distributors (collectively hereafter, “Protifi”) conveys to the Customer a non-exclusive limited, non-transferable right to use the purchased amount of Products and components of Products only in internal research conducted by the Customer (whether the Customer is an academic or for-profit entity, whether or not for cash or other consideration) in accordance with the terms of this Limited Use License.
The Customer shall use Products purchased from Protifi in a responsible, safe and legal manner in accordance with all applicable Laws, Regulations, Ordinances, Statutes, Codes, Protocols or Guidelines, whether they be of international, national, state, regional, local or institutional origin and not for any unlawful or prohibited purpose or in any illegal manner, for any illegal purpose, or in any manner inconsistent with or in violation of this Agreement. Products, their components or their derivatives may not be used for therapeutic or prophylactic purposes in humans or animals. Customer shall not, and shall not attempt to, reverse engineer or modify or otherwise alter the Products in any way. The Customer shall use Products specifically in accordance with the Protocols, documentation and usage instructions provided with Products and available online at www.protifi.com/resources. The Customer is responsible for understanding and performing the Product Protocols. Protifi does not guarantee any results you may achieve; Protocols are provided as Protifi’s recommendations based on its experience, testing and results and are subject to change. No other right, express or implied, is conveyed by the sale of 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 Customer cannot sell or otherwise transfer (a) Products, (b) their components, or (c) derivatives made of Products or their components to a third party or otherwise use Products or their components or materials or derivatives of Products or derivatives of Product components for Commercial Purposes including and not limited to resale of this Product or its components, whether or not Products or their components are resold for use in research without Protifi’s prior written consent. 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. Any use of Products other than for internal research requires a license from Protifi. Further information on purchasing licenses of Protifi intellectual property may be obtained by contacting the Business Development Department, Protifi, LLC, PO Box 2317, Huntington NY 11743, Email: firstname.lastname@example.org. Customer acknowledges that Products may be 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 Products (including other materials or goods derived from or based on the Products) subject to U.S. export control laws or regulations to any other destination, entity, or person without the prior authorization of any relevant U.S. federal government agency and Protifi.
Customer acknowledges that the Products provided to Customer embody Intellectual Property deemed to be of significant value to Protifi, its licensees and licensors, and that such intellectual property may be protected by the law of patents, copyrights, trade secrets, and other laws and forms of protection. 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, developed or licensed by Protifi. Products may be patented, patent pending or trade secret. As described herein, Customer has a limited license to use the Products containing Protifi Intellectual Property subject to the use restrictions and third party licenses described herein. Customer hereby grants to Protifi a perpetual, royalty-free, fully paid up, non-exclusive, worldwide, unlimited license to use for any purpose any and all improvements made by Customer to the Intellectual Property embodied in the Products, in particular derivatives and modifications of formula or protein form, function and sequence.
You will indemnify, hold harmless, and defend Protifi, its subsidiaries and affiliates and each of its respective current and future employees, agents, officers, directors, owners, partners, principals, representatives, managers and distributors against any and all claims, proceedings, causes of action, losses, liabilities, demands, costs and expenses (including and not limited to attorney’s fees) resulting from or in any way connected with your use of Protifi Products and/or for any breach or violation of the terms of this Agreement. In no event (including, without limitation, in the event of negligence) will Protifi or its current and future employees, agents, officers, directors, owners, partners, principals, representatives, managers and distributors be liable for any consequential, compensatory, incidental, indirect, special, punitive or other damages whatsoever (including, without limitation, damages for injury, damages to business, business interruption, loss of profits, loss of use, loss of information or data, pecuniary loss, loss of revenues or goodwill of any party hereto, or for any special, consequential, or incidental damages), in connection with or arising out of or related to this Agreement, Products or the use or inability to use Products or the furnishing, performance or use of any other matters hereunder whether based upon warranty, contract, tort or any other theory including and not limited to breach of warranty, breach of contract, repudiation of contract, termination, negligence, or otherwise, even if it shall have been advised of the possibility of such damages. Protifi’s entire liability, without exception, is limited to the customers’ reimbursement of the purchase price of the Products (maximum being the lesser of the amount paid by you and the suggested retail price as listed by Protifi) in exchange for the return of the Products, their Components, their Derivatives and all protocols, usage instructions, papers and manuals, and all materials that constitute a transfer of limited use license from the customer back to Protifi.
Except as expressly stated in writing, Protifi makes no representation or warranties in respect of Products and expressly excludes all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose. Protifi reserves the right to make changes in design, production, manufacture, or characteristics of Products or to improve Products at any time and in any way, without incurring any obligations to replace or modify any Products previously sold. Deviations from the product specification that impair the use of fitness of Products (hereafter referred to as “material defects”) may be present. Should you encounter a material defect, you shall immediately notify Protifi in writing, specifying how the material defect manifests itself, what effect it has and under what circumstances it occurs; emailing email@example.com is the preferred method of communication. Having received notification of the material defect and having established that a material defect actually exists, Protifi may, at its sole option and discretion, remedy such material defect. You acknowledge and agree that any Feedback you may provide to Protifi shall be Protifi’s sole and exclusive property, and you hereby irrevocably assign to Protifi all of your rights, title and interests in and to all such Feedback. “Feedback” includes, without limitation, suggestions, comments, ideas or know how in direct or indirect connection with your testing, evaluation and/or use (whether presented orally, in written form or otherwise). Protifi makes no warranty of any kind or nature, neither express nor implied, for any Products or part of Products that are not manufactured by Protifi. Any Products, or other such part or accessories to Products shall have the warranty, if any, that is offered and granted by the manufacturer of such other products and accessories.
Customer acknowledges and agrees that Protifi may fill Customer’s order with any number of units of Products. Such units may be more units than Customer ordered. Customer will not be charged extra for any adjustments made by Protifi. In the event that activity is significantly different between lots, Protifi reserves the right to fill the order with that number of units which is sufficient to fill Customer’s order and such adjustments shall not constitute a breach of the warranty herein.
This Agreement shall be governed by the law of the United States. This Agreement (a) may not be assigned or transferred by either party without the other party’s prior written consent and (b) will be governed by and construed in accordance with the laws of the State of New York of the United States applicable therein, without regard to any choice of law principles. You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of United States therefrom. If any provision of this Agreement shall be held, considered or become invalid, unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this License and not affect the validity and enforceability of any other provisions. Both Parties agree to replace the invalid provision with a valid provision, which most closely approximates to the commercial objective of the Parties. The same applies to eventual loopholes in this Agreement. No failure to exercise, nor any delay in exercising, on the part of Protifi, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further exercise thereof or the exercise of any other right or remedy. The waiver by Protifi of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.