Terms of Service Agreement
Terms of Service Agreement
- General Terms
These terms and conditions (“Terms”) apply to your purchase of the CLARITY Tissue clearing kit and /or solutions (the “Product”) from ClearLight Biotechnologies, Inc. (“we” or “us”), described in the description of Product at https://clearlightbiotechnologies.com/. The Terms form the entire agreement between you and us with respect to your purchase of the Product. By transmitting your signature electronically (for example, clicking "I Agree"), you agree to the Terms.
- Shipping and Payment
Payment is due upon receipt of an invoice from us, pursuant to the payment terms set forth therein. We will invoice you upon shipment of the Product to you, including shipping costs. We will provide the Product as an independent contractor, using methods, materials, equipment, and/or related intellectual property owned or controlled by us or our affiliates (collectively “Our Technology”). We will make a good faith effort to provide the Product and will notify you if substantial delays are likely. We will comply with all laws and regulations generally applicable to the Product.
- Use Limitations
You agree to use the Product for research use only, only for lawful purposes and not for any diagnostic or therapeutic purpose. Without limiting the foregoing, you shall not directly or indirectly furnish materials or information provided hereunder to any entity, or destination, or for any use, except in full accordance with all applicable laws and regulations, including without limitation export control and trade sanctions laws and regulations of the United States.
- No Reverse Engineering
You shall not (a) use the Product other than as set forth in Section 3, (b) independently recreate the Product or any materials that are proprietary to us, (c) sell or otherwise use the Product for commercial purposes whether or not commercialized for research use or (d) file any patent application containing a claim to any subject matter derived from the Product, without our prior written consent. You agree that you will not decompile, disassemble or reverse engineer all or any part of our technology used in the Product. In the event that such activity is expressly permitted by applicable law notwithstanding this limitation, you shall provide us with written notice prior to such reverse engineering activity, information regarding the intended method of reverse engineering, its purpose and the legal authority for such activity and shall afford us a reasonable period of time before initiating such activity in order for us to evaluate the activity and/or challenge the reverse engineering activity with the appropriate legal authorities. You shall refrain from such reverse engineering activity until such time as any legal challenge is resolved in your favor. Reverse engineering includes, without limitation, attempting to (a) derive the source code (b) modify, translate, reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms, including without limitation any such mechanism used to restrict or control the functionality of the data; (c) alter, adapt, modify or translate data in any way for any purpose, including without limitation error correction; or (d) thereafter, reverse engineer or otherwise attempt to discern the trade secret information of the Product. In addition to any other rights and remedies that we may have under the circumstances, you shall be required in all cases to pay royalties to us, in an amount consistent with industry standards.
- Warranty
5.1 Our Limited Warranty
Our sole warranty for the performance of Product is that the Product will be perform as described in the instructions for use accompanying the Product.
5.2 Remedies
For valid warranty claims made, we will refund to you the price actually paid for the particular Product giving rise to the breach of warranty.
5.3 Limitations
THE WARRANTY SET FORTH IN THIS SECTION 5 IS IN LIEU OF ANY AND ALL OTHER WARRANTIES RELATING TO THE PRODUCT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT DELIVERABLES OR USE THEREOF WILL NOT INFRINGE ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. WE SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY, FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS OR LOSS OF BUSINESS, EVEN IF WE HAD NOTICE OF THE POSSIBILITY THEREOF. OUR LIABILITY TO YOU FOR BREACH OF ANY PROVISION OF THESE TERMS (OTHER THAN BREACH OF THE WARRANTY IN THIS SECTION 5 FOR WHICH LIABILITY IS LIMITED TO REFUND AS SPECIFIED HEREIN) SHALL BE LIMITED TO DAMAGES IN AN AMOUNT NOT TO EXCEED THE PRICE TO BE PAID FOR THE PRODUCT TO WHICH THE BREACH RELATES.
- Indemnification
Except to the extent caused by our gross negligence or willful misconduct, you shall indemnify and hold harmless us and our affiliates and our and their respective officers, directors, employees and agents (“Indemnified Party”) from and against any and all expenses (including, but not limited to, reasonable attorney’s fees) and losses incurred by any such Indemnified Party in connection with any claim asserted by a third party arising out of or based on (a) the Product or your use of the results of the Product; and/or (b) any product or service of yours that is based in whole or part on the Product, or any portion or derivative thereof; and/or the Terms.
- Governing Law
The Terms shall be governed by Delaware law and any disputes in connection with the use of the Product shall be resolved in the federal or state courts of Delaware.
- Termination..
We may, in our sole discretion and without notice, restrict, deny, terminate or suspend the Product, effective immediately, in whole or in part, if we determine that your use of the Product violates the Terms, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Product.
- Miscellaneous Provisions.
Nothing in the Terms, or your use of the Product shall be construed to create a partnership, joint venture or employment relationship between us. If any provision of the Terms shall be determined to be invalid or unenforceable, such determination shall not affect the validity of the other provisions of the Terms. Waiver by either party or the failure by either party to claim a breach of any provision of the Terms shall not be deemed to constitute a waiver or estoppel with respect to any subsequent breach of any provision of the Terms. If you are agreeing to the Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms "you" or "your" will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement or use or access the Product as an authorized representative. All notices to us shall be by email to storemgr@clearlightbiotech.com. Any notices by us to you shall be made by email to the address provided by you in connection with your purchase of the Product. You are responsible for the payment of any sales or use tax in connection with your purchase of the Product.