CLICK-THROUGH VERSION – INDUSTRY
LIMITED USE RESEARCH LICENSE AGREEMENT
FOR PIGGYBAC™ VECTORS AND TRANSPOSASE
Hera BioLabs, Inc. (“Hera”) licenses its proprietary piggyBac® vectors and transposase (as more fully described in herein) to customers for limited research use. The customer named in the Hera purchase webform (“Customer”, “you”, or “your”) wishes to obtain a license and Hera is willing to grant a license in accordance with the terms set forth in this Limited Use Research License Agreement (“Agreement”).
As of the date you click on the “I AGREE” button below on Hera’s website purchase page (“Effective Date”) you indicate your acknowledgement of, and agreement with, the terms and conditions of this Agreement. You affirm that you have the legal authority to bind the company or organization named on the Hera purchase webform to this Agreement.
1. Definitions
“Hera Intellectual Property” means rights that Hera possesses in: (a) certain patents and/or pending applications, including, but not limited to U.S. Patent Nos. 8,399,643; 9,546,382; 10,287,559; 10,131,885; and all other patents and pending applications that share a common priority claim with such U.S. Patents; and (b) technical information, trade secrets, protocols, practices, methods, DNA sequences and other knowledge, information and skills controlled by Hera that are necessary and/or useful in Customer’s use of the Product.
“Fee” means the license fee set forth on Hera’s website purchase page.
“Product” means the biological material provided by Hera to Customer under this Agreement, namely, Hera’s proprietary piggyBac® transposase, transposon and vector, and any cell line or organism generated using such biological material.
“Research” means basic research, drug discovery, drug development, and reagent development, applications, and creation of cell lines or animal models. “Research” excludes all of the following: (i) commercial or clinical use of any kind (including, but not limited to, providing services using cell lines or animal models created with the Products); (ii) production of biological material for use in humans to treat, prevent, or palliate any disease or condition; (iii) use in the area of human reproduction that involve abortifacients or the treatment of infertility through fertilization other than through coitus; and (iv) genetic modification of multi-cellular and unicellular plants or their tissues and use of such plants or tissues for any agricultural or industrial purposes whatsoever, including, but not limited to, (a) activity in any agricultural field trial, and (b) activity directed towards the submission of data to the United States Department of Agriculture or any equivalent regulatory agency outside of the United States.
2. Limited License
Effective as of the Effective Date, Hera grants to Customer a limited, non-exclusive, non-sublicensable, non- transferable license under the Hera Intellectual Property to use the Product solely by Customer for its internal use to perform Research. Any use of the Product beyond this limited use research license is unauthorized and subject to enforcement of rights under Hera Intellectual Property. All rights not expressly granted herein are reserved by Hera. Notwithstanding Customer’s possession and use of the Product, Hera shall retain ownership of the Product. Customer agrees that Customer will not (i) use the Product for any purpose other than for Research; (ii) transfer, sale or authorize use of the Product to or by a third party; and, (iii) make piggyBac transposase or have piggyBac transposase made on its behalf. Customer agrees that it will only use the piggyBac transposase supplied by Hera under this Agreement, provided, however, that Customer may use standard molecular biology techniques to make additional copies of the piggyBac transposon for its own internal Research use consistent with that authorized herein.
3. Term
The term of this Agreement commences on the Effective Date and extends for a period of six (6) months (the “Term”) and shall automatically expire thereafter unless earlier terminated. If Customer wishes to continue to use the Product beyond the Term, Customer may request terms for a research or commercial license from Hera.
4. Termination
Hera may terminate this Agreement and the license granted hereunder and having immediate effect by providing Customer written notice in the event that Customer breaches this Agreement, including, but not limited to, by using the Product other than for Research, or, permitting any third party to possess or use the Product. Upon expiration or termination of this Agreement Customer agrees to immediately cease use of and destroy all remaining Product in Customer’s possession or control and verify to Hera that this has been done.
5. Intellectual Property
Customer acknowledges Hera’s rights in the Intellectual Property. During this Agreement, and after any expiration or termination, Customer agrees not to challenge Hera’s (or its successors and assigns) ownership or rights in the Intellectual Property.
6. Use of Hera’s Brands
Subject to Customer’s compliance with this Agreement, Hera consents to Customer’s use during this Agreement of Hera’s brands solely for the purpose of identifying Hera as the source of the Product.
7. Disclaimer of Warranties
HERA HEREBY DISCLAIM ALL STATUTORY, EXPRESS, AND IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCT AND THE USE THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
8. Limitation of Liability
TO THE EXTENT ALLOWED BY LAW, IN NO EVENT SHALL HERA AND/OR ITS AFFILIATES BE LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING FROM THE POSSESSION OR USE OF THE PRODUCT. HERA’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEE PAID BY CUSTOMER.
9. Indemnification
Customer hereby expressly assumes full responsibility for any claims or liabilities which may arise as a result of its use or possession of the Product. Customer will indemnify, defend, and hold harmless (collectively “indemnification” and its cognates) Hera and its affiliates and each of their respective directors, officers, agents and employees from and against any damages, judgments, liabilities, penalties, fines, assessments, costs, and expenses, including reasonable attorneys’ fees and costs, (collectively, “Losses”) incurred in connection with any third-party claim arising out of Customer’s or its affiliates’ possession, handling, use, storage, transport, or disposal of the Product or breach of any term of this Agreement, except to the extent such Losses result from Hera’s gross negligence or willful misconduct. Hera shall notify Customer promptly of Hera’s receipt of notice of any claim for which indemnification may be sought. Notwithstanding the foregoing, the failure to give notice shall not impact Hera’s right to indemnity. Customer shall have the right, but not the obligation, to control the defense of any claim for which Hera is seeking indemnification, provided that Customer will not settle any such claim without Hera’s prior written consent unless such settlement fully releases Hera.
10. Governing Law; Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Kentucky, USA, without regard to the conflicts of laws provisions and excluding the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party or its affiliates in any way arising from or relating to this Agreement in any forum other than in the state and federal courts in or nearest to Lexington, Kentucky.
11. Miscellaneous
This Agreement sets forth the entire agreement, and supersedes all prior agreements, written or oral, between the parties relating to the subject matter of this Agreement. This Agreement may not be modified except by in writing signed by the parties. Customer may not assign this Agreement without the prior written consent of Hera, but Hera may assign or transfer this Agreement, in whole or in part, without consent. Any assignment in violation of this Agreement shall be of no power or effect. If any provision in this Agreement is invalid or unenforceable, that provision shall be construed, limited, modified or, if necessary, severed, to the extent necessary, to eliminate its invalidity or unenforceability, and the other provisions of this Agreement shall remain in full force and effect. No waiver of any right under this Agreement shall be deemed effective unless contained in writing signed by a duly authorized representative of the party against which the waiver is sought to be enforced, and no waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.
12. Contact Information
For information on obtaining additional rights to the Product for any use not permitted herein, please contact us at services@herabiolabs.com.