Terms & Conditions
This website/mobile application ("CST Site") is owned and operated by Cell Signaling Technology, Inc. ("CST" or "we"). When you use this CST Site, you accept these Terms and Conditions. We may modify these Terms and Conditions from time to time. By continuing to use any CST Site after we post any such modifications, you accept the modified Terms and Conditions.
USE OF CST SITES
You certify that the information you provide on this CST Site is accurate and complete. You may not engage in the following activities on any CST Site:
- Violating or attempting to violate the security of the CST Site;
- Using any device, software, routine, or other mechanism to interfere or attempt to interfere with the proper working of any CST Site;
- Using or attempting to use any engine, software, tool, agent, other device or mechanism other than the search mechanism(s) provided by CST or authorized third party web browsers to navigate or search the CST Sites; or
- Using or attempting to use any engine, software, tool, agent, other device or mechanism to download CST's product catalog.
You are responsible for (a) maintaining the confidentiality of your account/password, and (b) all activities that occur under your account/password, whether or not you authorize such activities. If you become aware of any unauthorized use of your account/password, you agree to notify CST immediately.
Any unauthorized use of the CST Site will terminate the permission or license granted by these Terms and Conditions, and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications laws and rules. All violators will be prosecuted to the fullest extent of the law.
CST may restrict or terminate your account for any reason, in our sole discretion. We may also change, restrict access to, suspend, or discontinue this CST Site, or any portion of any CST Site, at any time without advance notice.
CST may allow users to submit and share comments, feedback, submissions, suggestions, questions, reviews, and other content through the CST Sites ("Content"). By submitting Content, you warrant that (1) you are the sole author and owner of the Content; (2) you are at least 18 years old; and (3) use of any Content you supply will not violate these Terms and Conditions and will not cause injury to any person or entity.
A. License Grant for Submitted Content
If you submit any Content to any CST Site, you automatically grant, or warrant that the owner of such content has expressly granted CST a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the Content in any medium now known or hereafter developed. You must not submit any Content to CST that you do not wish to license to CST in this manner. CST is and shall be under no obligation (1) to maintain any Content in confidence; (2) to pay any compensation for any Content; or (3) to respond to any user Content. You grant CST the right to use the name that you submit in connection with any Content.
B. Prohibited Content
The following types of Content are prohibited on this CST Site:
- deceptive, false, or misleading information;
- confidential identifiable information about yourself or others;
- violates any local, state, federal, or international laws;
- infringes on the rights of others, including patents, copyrights, trademarks, trade secrets, publicity or privacy rights;
- unlawful, obscene, derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity, as determined by CST in its sole discretion;
- advertisements, solicitations or spam links to other web sites or individuals, without prior written permission from CST;
- chain letters or pyramid schemes;
- impersonates another business, person or entity, including CST, its related entities, employees and agents;
- viruses or other harmful computer code;
- victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
- Content for which you were compensated or granted any compensation by any third party unless authorized by CST in writing in advance; or
- interferes with the use of the CST Site by others.
You understand that CST shall have the right, but not the obligation, to monitor the Content of the CST Site to determine compliance with these Terms and Conditions and any other operating rules that may be established by CST from time to time. CST shall have the right, in its sole discretion, to edit, move, delete, or refuse to post any Content submitted to or posted on the CST Site for any reason, including violation of these Terms and Conditions, whether for legal or other reasons. Notwithstanding this right of CST, you are solely responsible for any Content you submit and you agree to indemnify CST and its affiliates for all claims resulting from any Content you submit.
ORDERS AND BILLING
For information on how to place an order, please visit Orders. For online purchase terms (United States only), please visit United States Ordering Information. All billing information provided must be truthful and accurate. Providing any untruthful or inaccurate information constitutes a breach of these Terms and Conditions, and may result in order cancellation. Prior to accepting an order, we may also request additional information from you. We reserve the right to refuse or cancel an order for any reason including limitations on quantities available for purchase, inaccuracies, errors in product or pricing information, or any other potential problems identified by us. We will contact you if all or any portion of your order is canceled or if additional information is required to accept your order.
When you place an order with CST, you agree to comply with all applicable United States laws, regulations and rules, including, but not limited to, the Export Administration Regulations issued by the United States Department of Commerce.
CST products are sold and licensed for use by end-users only for research or laboratory use and are not to be used on humans or for clinical diagnostic or drug purposes.
Pricing errors may occur on the CST Site. CST reserves the right to cancel any orders containing pricing errors, with no further obligation to you, even after your receipt of an order confirmation or shipping notice from CST. CST may, at its discretion, either contact you for instructions or cancel your order and notify you of such cancellation.
PRODUCT TERMS OF SALE
IMPORTANT – READ CAREFULLY: USE OF CELL SIGNALING TECHNOLOGY, INC. (“CST”) PRODUCTS IS SUBJECT TO THE AGREEMENT BELOW. BY PURCHASING CST PRODUCTS YOU ACCEPT THE TERMS OF THIS AGREEMENT WITH CST. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CANCEL YOUR ORDER AND RETURN THE PRODUCT UNOPENED AND UNUSED AS DIRECTED BELOW TO CANCEL YOUR INVOICE OR RECEIVE A FULL REFUND.
Agreement. These are the standard terms and conditions (“Terms”) under which Cell Signaling Technology, Inc. (“CST”) sells and otherwise transfers CST off-the-shelf catalog products (“Catalog Product”), off-the-shelf catalog products manufactured according to current generally recognized manufacturing procedures (“GMP Catalog Product”), and products manufactured according to Customer’s specifications, including bulk and custom formulation (“Custom Product”). Catalog Product, GMP Catalog Product and Custom Product are collectively referred to as “Product” unless otherwise specified. These Terms apply to any person or entity purchasing or otherwise receiving Product directly or indirectly from CST, a CST affiliate or a CST distributor, and any person or entity using Product (“Customer”). These Terms apply to any order for Product regardless of the mode of ordering (e.g., Internet, electronic, e-mail, telephone, facsimile) employed to effect purchase or transfer of Product (“Order”). The sole exception to the applicability of these Terms is the existence of an Inter-Company Agreement (as set out in Section 2) at the time an Order is received for Product covered by the Inter-Company Agreement.
Some of CST’s Products are subject to third party intellectual property licenses, software licenses, or other contract terms that Customer will not find here (“Supplementary Terms”). If such Supplementary Terms exist for Product being purchased, they will be found in a product insert or written agreement that accompanies or is associated with the Product. Supplementary Terms flow down to any end-user and apply in the case of authorized or unauthorized use of Product by Customer or any other end-user. If Customer is uncertain if any Supplementary Terms exist for Product, Customer should contact CST’s Customer Service as provided at http://www.cellsignal.com/common/content/content.jsp?id=resources-tech-support.
Customer’s placement of an Order for Product is Customer’s agreement to be bound by these Terms and any Supplementary Terms. An Order accepted by CST (excluding any additional, different or conflicting terms other than Product identification, quantity and Custom Specifications), these Terms, and any Supplementary Terms are collectively referred to herein as an “Agreement”.
Exclusive Terms of Sale and Transfer. An Agreement represents the entire agreement between Customer and CST regarding Product and supersedes and replaces any previous course of dealing, course of performance, or trade usage and any previous agreements between Customer and CST (whether written or oral), unless there is an applicable Inter-Company Agreement. Any additional, different or conflicting terms that Customer may provide or appearing in or referenced in Customer’s Order or other purchase or confirming document, whether or not such would materially alter any Agreement, are material alterations which CST expressly objects, and are not terms of any Agreement to which CST is bound.
CST reserves the right to change these Terms at any time. Any change to these Terms will not apply to an Agreement for any Order CST received before the change is in effect. The most recent revision date can be found at the end of these Terms.
CST in its sole discretion may from time-to-time enter into a separately negotiated written agreement executed by a duly authorized representative of CST for the supply of certain Product with terms different or in addition to these Terms (“Inter-Company Agreement”). The terms of any Inter-Company Agreement only apply to Orders as of the effective date of the Inter-Company Agreement and only apply to Orders of Product covered by the Inter-Company Agreement.
- Ordering. CST provides several methods for submitting Orders for Product: Internet, electronic, e-mail, facsimile and telephone. For specific information on how to place an order, please visit CST online at http://www.cellsignal.com/about/orderInformation.jsp. An Order shall set forth identification and quantity of the desired Product(s) and Custom Specifications for Custom Product requests. Customer must provide complete and accurate contact and billing information. Failure to provide complete and accurate contact and billing information constitutes a breach of these Terms, and may result in Order processing delays or Order cancellation. Customer’s order for and purchase of Product is expressly conditioned on Customer's agreement to these Terms and any Supplementary Terms. All Orders are subject to CST’s acceptance in accordance with Section 5. Written confirmation of an Internet, electronic, e-mail, facsimile or telephone Order is not required. If confirmation of an Order is sent by Customer, it must be prominently marked “CONFIRMING ORDER, DO NOT DUPLICATE”.
- Order Cancellation. CST promptly responds to Orders and processes most Orders within twenty four (24) hours or less. Our prompt Order processing makes Customer requests for cancellation difficult. Customer may not cancel or change an Order once the Order has been packaged except on a case-by-case basis with written acknowledgment by CST and, in any case, Customer may not cancel or change an Order after shipment of Product. Orders that are not cancellable may be eligible for return according to Section 12. Custom Product Orders are not eligible for cancellation after twenty four (24) hours from CST’s receipt of an Order.
- Order Acceptance. All Orders are subject to acceptance by CST either in writing or by shipping Product. CST may accept any Order in whole or in part. CST reserves the right to refuse or cancel an Order for any reason including limitations on quantities available, inaccuracies in ordering or billing information, errors in Product or pricing information, or any other potential problem identified by CST. CST will contact Customer if any portion or all of an Order is canceled or if additional information is required to accept the Order; on the condition that Customer has provided e-mail contact information at the time of Order. All Orders are accepted on the condition that any additional, different or conflicting terms, whether or not such would materially alter any Agreement, appearing in or referenced in Customer’s Order or other purchase or confirming document are material alterations, are expressly objected to by CST and are not terms of any Agreement to which CST is bound.
Shipping and Delivery. Shipments are made in accordance with CST’s standard commercial practices via a common carrier selected by CST. CST shall not assume any liability in connection with the shipment nor will the carrier be construed to be an agent of CST. All shipments are subject to availability and partial shipments are permissible. Shipment schedules are approximate and CST will use commercially reasonable efforts to complete shipments as indicated. CST may suspend or delay shipment or cancel an Order at any time pending receipt of adequate assurances of Customer’s ability to pay, including full or partial prepayment or payment of any outstanding amounts owed. CST shall not be liable for any damages or penalties for delay in shipment or delivery, cancellation of an Order, or for failure to give notice of delay or cancellation for any reason.
All Products are delivered FOB CST’s facility. Risk of loss for all Products transfer to Customer upon CST’s placement of the Product with the carrier. Customer shall pay or reimburse CST for all transportation, freight, insurance, loading, packaging and handling charges (“Delivery Charges”); sales, use, excise, import, privilege or any similar tax or duty levied by any government (“Taxes”), and storage and all other charges applicable to shipment and delivery of the Product. Partial deliveries are permissible. Customer’s rejection of any Product does not shift the risk of loss until the Product is returned to CST pursuant to Section 12.
- Title. Title to Product transfers to Customer upon CST’s placement of the Product with the carrier, subject to payment in full and the limitations provided in these Terms and any Agreement.
- Price. The price of Catalog Product is CST’s standard U.S. list price in effect on the date the Order is received, unless otherwise agreed to in writing by CST. GMP Catalog Product and Custom Product are priced by quotation. All prices are subject to change without notice. Prices of Product do not include Delivery Charges, Taxes, or storage fees and all other charges applicable to shipment and delivery of applicable to the Product. These charges will be added to Customer’s invoice.
- Tax. Sales tax will be added when shipping to jurisdictions where CST is responsible for collecting sales tax unless the receiving party has valid exempt information on file with CST. Customer is solely responsible for any other applicable Taxes and agrees to indemnify CST for any such Tax if not properly paid by Customer. Customer is responsible for confirming and providing any applicable valid exemption documents. Customer must contact CST to correct or update its account information and to note any updates to this effect on applicable Orders.
- Payment. Customer shall pay for all Product ordered by Customer pursuant to an Order accepted by CST. Customer shall pay the prices specified in the applicable invoice. Payment is due upon placement of an Order and payable no later than 30 days after the date of invoice. Payment must be made in U.S. Dollars. Customer will only be charged for Product shipped. Product placed on back order will be charged when shipped. If Customer is late in making payment, CST may, without affecting any other rights or remedies, suspend shipment, cancel Orders, reject future Orders, and/or charge interest as a late payment fee. Interest accrues from the due date until paid, at the rate of one and a half percent (1.5%) per month (18% per year) or such lesser amount as is the maximum rate of interest allowed by law. Customer shall pay any and all reasonable costs, including attorneys’ fees, incurred by CST in collecting any delinquent balance.
- Inspection. Within ten (10) days after Customer’s receipt of a Product shipment, Customer shall inspect the shipment for condition (other than Non-conforming Product provided in Section 12), quantity and identity of the shipped Product. A Product shipment that is non-conforming based upon the visible condition upon delivery, quantity or identity of Product received, or duplicate shipments due to incorrectly marked confirming documents (“Non-conforming Shipment”) may be eligible for return in accordance with Section 12.
Returns. Product may be eligible for return by Customer at CST’s discretion and in accordance with the requirements of this Section 12. For all returns, a return authorization must be obtained from CST’s Customer Service or the “Technical Support Scientist” of your local CST office or nearest distributor (listed at http://www.cellsignal.com/common/content/content.jsp?id=ourApproach-our-guarantee) (“Return Authorization”), and Customer shall follow any other reasonable instructions provided by CST. CST will not accept returns, and no replacement or credit will be issued or invoice canceled, without a Return Authorization. If requested by CST, Customer shall make Product available for inspection by CST or its agent. Custom Orders are not eligible for return. Claims for Non-conforming Shipment must be made in writing to CST within ten (10) calendar days following receipt of Product and Product returned as set forth below in Sections 12(a) and 12(b) as applicable. Claims for Product that do not conform to the Limited Warranty set forth in Section 16 (“Non-conforming Product”) must be made, and Product returned, in accordance with the terms of the Limited Warranty of Section 16. If Customer does not accept these Terms, claims must be made in writing to CST within ten (10) calendar days following receipt of Product and Product returned as set forth below in this Section 12(c).
- In the case of error by CST in fulfilling an Order, return of Product of Non-conforming Shipment is at CST’s cost and CST at its sole discretion will replace the Product of Non-conforming Shipment or issue a full credit. Product of Non-conforming Shipment due to CST error must be returned within ten (10) days of receiving a Return Authorization in the original packaging, unopened and unused. This remedy is Customer’s sole and exclusive remedy and CST’s sole and exclusive liability for claims of Non-conforming Shipment due to CST error and is in lieu of all other remedies or claims for damages which Customer may have against CST.
- In the case of error by Customer in ordering Product, return of Non-conforming Shipment is at Customer’s cost and may be eligible for partial credit at CST’s sole discretion. CST does not issue full credit for returned Product of Non-conforming Shipment due to Customer error because Product is perishable and CST cannot be assured of the quality of returned Product. Partial credit is based on the invoiced price of returned Product less (i) a return charge in the amount of 10% of the invoiced price and (ii) the original Delivery Charges. Certain Product as determined by CST may not be eligible for partial credit due to packing and storage requirements to maintain Product stability that cannot be assured during the return process, or the condition of the returned Product. Product of Non-conforming Shipment due to Customer error must be returned within ten (10) days of receiving a Return Authorization in the original packaging, unopened and unused. Customer is responsible for return shipping costs. This remedy is Customer’s sole and exclusive remedy and CST’s sole and exclusive liability for claims of Non-conforming Shipment due to Customer error and is in lieu of all other remedies or claims for damages which Customer may have against CST.
- In the case that Customer does not accept these Terms and Product is returned in accordance with this Section 12(c), CST will cancel the invoice for such Product, or if the applicable invoice has been paid by Customer, CST will issue a full refund. Product must be returned within ten (10) days of receiving a Return Authorization in the original packaging, unopened and unused. Customer is responsible for return shipping costs. This remedy is Customer’s sole and exclusive remedy and CST’s sole and exclusive liability for Product returned due to Customer disagreement with these Terms and is in lieu of all other remedies or claims for damages which Customer may have against CST.
- Custom Product. CST in its sole discretion may accept or reject a request to manufacture Custom Product. Customer’s placement of an Order for Custom Product is Customer’s agreement, representation and warranty that (i) Customer has all necessary rights and authority to disclose and provide to CST all materials, information, designs, plans and specifications for Custom Product (“Custom Specifications”) for use in manufacture of Custom Product for Customer, (ii) Customer hereby grants to CST any necessary rights to manufacture Custom Product, (iii) there are no defects or hazards, latent or otherwise, with respect to the Custom Specifications, (iv) CST’s receipt and use of Custom Specifications and manufacture of Custom Product for Customer and sale of Custom Product to Customer does not infringe or misappropriate any intellectual property right of a third party, and (v) the manufacture and sale of Custom Products complies with all applicable laws and regulations. Customer is solely responsible for all Custom Specifications. If CST makes a suggestion with respect to the Custom Specifications at Customer’s request or otherwise, Customer remains solely responsible for proper selection, application, processing and use of any CST suggestion to the Custom Specifications. CST in its sole discretion may accept or reject change requests submitted by Customer and Customer shall pay all incurred and additional costs of implementing any change requests including, without limitation, the cost of time and materials incurred prior to a change request, and the cost of fulfilling the change request.
Limited Use License and Use Restrictions. Product is sold, transferred and licensed for use by Customer for in vitro activities, animal studies in laboratory settings and INTERNAL RESEARCH ONLY. No other right or license is granted to Customer, explicitly, by implication, by estoppel or otherwise. Product is not submitted for regulatory review, validated for diagnostic, prophylactic, therapeutic, or clinical use, safety and effectiveness, or any another other specific use or application unless expressly stated in the Technical Data Sheet. Customer is solely responsible for proper selection, application, processing and use of Product (including incorporation of Product into other product or modification of Product), and for adopting safety precautions as may be necessary. Customer is solely responsible for complying with, and shall handle and use Product and the results of using Product in conformity with (1) good laboratory practice, (2) all applicable laws, regulations and governmental policies, and (3) any necessary approvals, permissions, authorizations and/or licenses as may be required for Customer’s research and other intended uses, including any rights to use intellectual property rights of a third party.
As a material condition to CST providing its Product to Customer, Customer shall not, directly or indirectly, use the Product or its components (1) to modify Product or its components except for non-commercial in vitro INTERNAL RESEARCH USE (including animal studies in laboratory settings); (2) to provide a commercial service, or to provide commercially relevant information or data to a third party; (3) for diagnostic, prophylactic or therapeutic purposes; (4) for use on animals or humans for clinical diagnostic or drug purposes; (5) to attempt to reverse engineer, disassemble, or otherwise perform any compositional, structural, functional or other analyses directed to learning the methodology, components, formulae, sequence, processes, make-up, or production of any Product or any portion thereof; (6) for manufacturing; (7) for resale or transfer in any form to a third party; or (8) for any other commercial purpose. Any use of Product for diagnostic, prophylactic or therapeutic purposes, or any purchase of Product for resale (alone or as a component) or other commercial purpose, requires a separate license from CST.
- Export Controls. Customer shall comply with all applicable United States laws, regulations and rules, including, but not limited to, the Export Administration Regulations issued by the United States Department of Commerce applicable to Product and information that Customer receives from CST.
Limited Warranty. CST warrants each Product will meet the specifications stated on the technical data sheet included with and covering the Product (“Technical Data Sheet”) when used appropriately under normal conditions and as set forth in the CST Antibody Performance Guarantee found at http://www.cellsignal.com/common/content/content.jsp?id=ourApproach-our-guarantee (“Limited Warranty”). The Limited Warranty extends twelve (12) months after Product receipt (“Warranty Period”). If changes in the physical criteria of any Product are made, the description in the Technical Data Sheet provided with the Product will supersede the information contained in the CST Product catalog.
This Limited Warranty only covers issues caused by defects in material or workmanship when used under normal laboratory conditions. The Limited Warranty does not cover issues caused by any other reason, including but not limited to issues due to normal wear and tear, acts of God, misuse, limitations of technology, custom manufacture in accordance with Custom Specifications, neglect or accident caused by Customer, contact with improperly used or unapproved chemicals or environments, modification to the Product, or combination of Product with any other product unless expressly intended by the Technical Data Sheets.
CST agrees to replace Non-conforming Product free of charge or issue a credit of the invoiced price (exclusive of the original Delivery Charges) at CST’s sole discretion. Customer shall notify CST in writing of any Non-conforming Product and provide the reason for rejection within the Warranty Period. Any claims not received within the Warranty Period are waived and released. Customer shall return the Non-conforming Product pursuant to Section 12, paragraph 1. This remedy is Customer’s sole and exclusive remedy and CST’s sole and exclusive liability for claims of Non-conforming Product. This remedy is in lieu of all other remedies or claims for damages which Customer may have against CST.
THE LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRODUCT IS SUPPLIED WITHOUT WARRANTY OF Merchantability, Fitness for a particular purpose, suitability, non-infringement, results obtained through the use of any product, VALIDITY OF ANY INTELLECTUAL PROPERTY RIGHTS, WHETHER ISSUED OR PENDING, VALIDITY OF ANY THIRD PARTY LICENSE RIGHTS, OR THE ABSENCE OF LATENT OR OTHER DEFECTS WHETHER OR NOT DISCOVERABLE; whether arising from a statute or otherwise in law or from a course of performance, dealing or usage of trade, all of which are hereby expressly disclaimed. CST’s LIMITED WARRANTY extends only to the original Purchasing Customer and cannot be transferred to any other party.
Limitations on Remedies. IN NO EVENT WILL CST BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR EXEMPLARY DAMAGES OF ANY KIND, OR LOST PROFITS OR REVENUE, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT CST WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
NOTWITHSTANDING THE EXCLUSIVE REMEDIES SET FORTH IN SECTION 12 AND SECTION 16 WHICH APPLY TO THE SUPPLY OF PRODUCT, CST’S TOTAL LIABILITY TO CUSTOMER ARISING FROM OR IN RELATION TO THESE TERMS, AN AGREEMENT BETWEEN THE PARTIES, OR PRODUCT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO CST DURING THE TWELVE (12) MONTH PERIOD PRECEDING A CLAIM FOR THE APPLICABLE PRODUCT GIVING RISE TO THE CLAIM. IN NO EVENT WILL CST BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS.
- Indemnification. Customer shall hold harmless, indemnify and defend (at CST’s request) CST for any and all damages, liabilities, costs and expenses (including any costs of litigation, including, without limitation, attorneys’ fees and any other costs and expenses), fines or losses in connection with any threatened or actual claims, actions, demands, investigations or suits, including, without limitation, claims or suits by third parties, arising out of any of the following: (a) Customer’s negligent or willful acts, or those of its employees and/or agents, (b) repair or modification of Product by persons other than CST, (c) modification of Product or combination of Product with any other product, including, without limitation, modification or combination resulting in the actual or alleged infringement of any intellectual property rights of any third party, (d) Customer’s selection, application, processing and use of Product, (e) CST’s use of Custom Specifications for manufacture of Custom Product, including, without limitation, actual or alleged infringement of any intellectual property rights of any third party, (f) from the manufacture, sale, transfer or use of Product produced by CST according to Customer’s Custom Specifications, including, without limitation, actual or alleged infringement of any intellectual property rights of any third party, (g) any violations of export control laws by Customer, or (h) Customer’s breach of any provision in these Terms.
- Confidentiality. “Confidential Information” means any of CST’s business information, specifications and all related writings, drawings, designs and similar works or any other information which is disclosed by CST to Customer and labeled or marked as confidential, proprietary or its equivalent, or oral or visual information that is designated confidential, proprietary or its equivalent at the time of its disclosure. All Confidential Information is the exclusive property of CST, and CST retains all of its rights, title and interests. Customer agrees to use Confidential Information for the exclusive purpose of performing under any Agreement. Customer shall not disclose or provide any Confidential Information to any third party and shall take all necessary measures to prevent any such disclosure by its employees, agents, contractors or consultants. Upon request of CST, Customer shall return all Confidential Information to CST.
Intellectual Property. Customer acknowledges that all intellectual property rights (patent, trademark, copyright, trade secret or otherwise) relating to Product and Technical Data Sheets, as between Customer and CST, are solely and exclusively owned by CST. CST’s sale or transfer of Product to Customer grants to Customer a limited non-transferable right (i) to use as authorized by these Terms the quantity of Product purchased under an Agreement, and (ii) to use the applicable Technical Data Sheet and content contained therein (e.g., protocols, validation data and images) for Customer’s authorized use of the Product. Except as expressly permitted by these Terms sale or transfer of Product to Customer does not grant Customer any other license rights to CST’s intellectual property, including, without limitation, no right to make or have made any Product or any portion thereof, and no right to reproduce, display, redistribute copies, create derivative works or otherwise use the Technical Data Sheets and content thereof. Any use of Product for diagnostic, prophylactic or therapeutic purposes, or any purchase of Product for resale (alone or as a component) or other commercial purpose, requires a separate license from CST. It is Customer’s sole responsibility to secure any required intellectual property rights.
Certain Products are covered by one or more trademarks of CST and/or a third party as set forth at http://www.cellsignal.com/contents/about-us/trademark-information/aboutus-trademark-information (“Trademark Information”). CST at its sole discretion may update from time-to-time the Trademark Information.
CST shall solely own all right, title and interest in and to any inventions (patentable or otherwise), discoveries, improvements, data, know-how or other results that are conceived, developed, discovered, reduced to practice, or generated by CST in performing under an Agreement and all intellectual property rights therein (“Inventions”). Customer hereby irrevocably assigns and transfers to CST, from the moment of creation, all of its rights, title and interests in and to Inventions and shall assist CST, at CST’s request and expense, in securing and recording CST’s rights in Inventions.
- Acknowledgement. Customer shall acknowledge the source of Product as scientifically appropriate in any academic or scientific publications.
- Force Majeure. CST shall not be liable for any failure to perform under any Agreement when such failure is due to circumstances beyond its control. Circumstances beyond the control of CST include, without limitation, acts of God, governmental action, accidents, labor trouble, and inability to obtain materials, equipment or transportation.
- Waiver. No oral statements, recommendations and assistance given by a Technical Support Scientist or other CST representative or authorized distributor of CST to Customer or its representatives in connection with the manufacture, supply or use of Product constitute a waiver by CST of any of the provisions hereof, or affect CST's liability herein. CST’s failure to exercise any rights under any Agreement is not a waiver of it rights to damages for Customer’s breach of contract and is not a waiver of any subsequent breach.
Governing Law, Forum, Venue and Consent to Jurisdiction. These Terms, the purchase, sale and transfer of Product, and any dispute or controversy relating to any Agreement are governed and construed according to the laws of the Commonwealth of Massachusetts, without regard to provisions on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any Agreement.
Customer shall bring any cause of action arising out of or relating to these Terms or any Agreement, or to Product received from CST, its affiliates and its distributors in the state or federal courts of the Commonwealth of Massachusetts. Customer hereby irrevocably submits to the exclusive jurisdiction (including personal jurisdiction) of the state and federal courts in the Commonwealth of Massachusetts to resolve any dispute or controversy with CST, its affiliates or its distributors arising out of or relating to these Terms or any Agreement, or to Product purchased from CST. Customer agrees not to raise any objection at any time to forum non conveniens and irrevocably waives the right to object to the jurisdiction of the state and federal courts of the Commonwealth of Massachusetts.
Any cause of action brought by Customer arising out of or relating to these Terms or any Agreement, or to Product received from CST, its affiliates and its distributors must be brought within one year after such cause of action arose. Actions not commenced by Customer within one year are permanently barred. This paragraph survives expiration or termination of any Agreement.
- Miscellaneous. All provisions of these Terms regarding warranty, confidential information, indemnification, liability, governing law, forum, venue, jurisdiction, and any other provisions that survive by their terms will survive any termination or expiration of any Agreement pursuant to their terms. If any provision or portion thereof of these Terms or any Agreement is held to be illegal, invalid or unenforceable, the same will not invalidate any other portion of these Terms or any Agreement, and these Terms or any Agreement will be construed as if such provision or portion thereof had never been contained in these Terms or the Agreement. Customer and CST are independent contractors under these Terms and any Agreement. Customer may not assign, including by operation of law, its obligations under these Terms or any Agreement without CST’s prior written consent.
INFORMATION PROVIDED ON THE CST SITE
CST and its website visitors may post a variety of material on this CST Site including without limitation, merchandise information, product descriptions, reviews, and comments, (collectively, "Materials"). The Materials that appear on this CST Site are for educational and informational purposes only. Despite our efforts to provide useful and accurate information, errors may appear from time to time. Before you act on information you have found on any CST Site, you should confirm any facts that are important to your decision. CST and its information providers make no warranty as to the reliability, accuracy, timeliness, usefulness, or completeness of the information on this CST Site. Product information contained on the CST Sites may be different from information contained on the product materials due to manufacturing or other changes. If you find a product is not as described, your sole remedy stems from the CST Antibody Performance Guarantee.
CST, ITS AFFILIATES, AND AGENTS ASSUME NO RESPONSIBILITY FOR ANY CONSEQUENCE RELATING DIRECTLY OR INDIRECTLY TO ANY ACTION OR INACTION YOU TAKE BASED ON THE MATERIALS LOCATED ON ANY CST SITE.
All copyrights, trademarks, trade dress, other intellectual property and materials, including page headers, images, text, illustrations, formats, logos, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials (collectively, the "IP") are owned, controlled or licensed by CST, its affiliates, or third parties who have licensed their materials to CST and are protected by U.S. and international trademark and copyright laws. You may access, view, download, and print the IP and all other materials displayed on the CST Sites for your personal, non-commercial use only; provided, however, that you (1) retain all copyright, trademark or other proprietary designations contained on all IP; (2) do not modify or alter the IP in any way; and (3) do not provide or make available the IP to any third party in a commercial manner. No license, right, title, or interest in any materials or software is transferred to you as a result of your use of the CST Sites or your accessing, viewing, downloading, or printing of the IP. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the IP, the CST Site or any related software.
All software used on the CST Site is the property of CST or its suppliers and protected by U.S. and international copyright laws. The IP and software on the CST Sites may be used only as a resource for shopping purposes. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the IP on this Site is strictly prohibited. The compilation (meaning the collection, arrangement, and assembly) of all IP on the CST Sites is the exclusive property of CST, and is also protected by U.S. and international copyright laws.
You may contact us at firstname.lastname@example.org if you wish to request a use license for any CST Site material. CST reserves the right to grant or deny commercial use license requests in its sole discretion.
If you believe any Content or any other aspect of the CST Site infringes your copyright, you must send written notice of copyright infringement to our designated copyright agent at the address given below. Your notice must include the following information:
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the CST Site;
- Your address, telephone number and email address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the owner of the copyright at issue or are authorized to act on the copyright owner's behalf; and
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright at issue.
Our designated copyright agent for notice of claims of copyright infringement on the CST Site may be reached at the following address:
Cell Signaling Technology, Inc.
3 Trask Lane
Danvers, MA 01923
Or by email: email@example.com
If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to law, to post and use the content in your Content, you may send a counter-notice containing the following information to the Copyright Agent at the address listed above:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Boston, Massachusetts, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, CST may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, the removed content may be replaced, or access to it restored, approximately 10 to 14 business days after receipt of the counter-notice, in the sole discretion of CST.
Click here for a non-exhaustive list of CST's trademarks, service marks, and/or other marks. Any trademarks, service marks, and other marks and indicators of source or origin displayed on the CST Site belong to CST or to their respective owners. Such marks may not be used in connection with any other product or service in a manner that is likely to cause confusion among consumers, or to disparage or discredit the owner of such mark or its affiliates. Any third party marks that appear on the CST Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by CST.
You agree to defend, indemnify, and hold harmless CST and its affiliates from and against any and all claims, damages, costs, and expenses, including attorneys' fees, arising from or related to your use of the CST Site or any breach by you of these Terms and Conditions.
These Terms and Conditions are effective unless and until terminated by either you or CST. You may terminate these Terms and Conditions at any time, provided that you discontinue any further use of the CST Sites. CST also may terminate these Terms and Conditions at any time and may do so immediately without notice, and accordingly deny you access to the CST Site, if in CST's sole discretion you fail to comply with any term or provision of these Terms and Conditions. Upon any termination of these Terms and Conditions by either you or CST, you must promptly destroy all materials downloaded or otherwise obtained from the CST Site, as well as all copies of such materials, whether made under these Terms and Conditions or otherwise. The following sections shall survive any termination of this Agreement: "Use of the CST Sites," "Content Submission," "Pricing Information," "Information Provided on CST Site," "Intellectual Property," "Privacy," "Indemnification," "Termination," "Disclaimer," "Limitation of Liability," and "General."
THIRD PARTY SITES
References on a CST Site to any names, marks, products, or services of third parties, or links to third-party sites or information are not an endorsement, sponsorship, or recommendation of the third party, its information, products, or services. CST is not responsible for the content of any third party linked site or any link contained in a linked site. Your use of a third-party site linked from a CST Site is at your own risk and will be governed by such third party's terms and policies.
PRODUCT AND CST SITE DISCLAIMER
ALL CST PRODUCTS ARE INTENDED FOR RESEARCH USE ONLY, AND ARE NOT INTENDED FOR DIAGNOSTIC, THERAPEUTIC, OR IN VIVO USE. CST will not be liable for any misuse of any CST product, including but not limited to, the use of any CST product for any diagnostic, therapeutic, or in vivo use.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE CST SITE, AND OF ANY CONTENT, INFORMATION, ADVICE, SERVICES, PRODUCTS, AND OTHER MATERIALS CONTAINED IN OR DESCRIBED ON THE CST SITE, IS ENTIRELY AT YOUR OWN RISK, AND THAT ALL SUCH INFORMATION AND MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE AVAILABILITY, OPERATION AND/OR USE OF THE CST SITE, AND ALL OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE CST SITE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION AND CONTENT ACCESSIBLE VIA THE CST SITE IS ACCURATE, COMPLETE OR CURRENT, AND WE ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS THEREIN OR FOR ANY ADVERSE CONSEQUENCES RESULTING FROM USE OF, INABILITY TO USE, OR RELIANCE ON ANY ELEMENT OF THE CST SITE, INCLUDING BUT NOT LIMITED TO CONTENT FROM USERS AND ANY OTHER CONTENT, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE CST SITE. FURTHER, WE MAKE NO REPRESENTATIONS AND WARRANTIES THAT THE CST SITE OR THE CONTENT WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER FROM US OR THE CST SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
LIMITATION OF LIABILITY
IN NO EVENT SHALL CST OR ITS AFFILIATES, OR THE SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY OF THE FOREGOING, BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, UNAVAILABILITY OF, INABILITY TO USE, OR IMPROPER USE OF THE CST SITE, INCLUDING BUT NOT LIMITED TO ANY CONTENT FROM ANY USER, REVIEWS, ADVICE, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE CST SITE, OR THE DISCLOSURE OR MISUSE OF ANY USER'S PERSONAL INFORMATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN ANY EVENT, CST'S TOTAL MAXIMUM LIABILITY IN RESPECT OF THE CST SITE OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO THE CONTENT FROM ANY USERS, REVIEWS, ADVICE, SERVICES, PRODUCTS, AND OTHER INFORMATION AND MATERIALS CONTAINED IN OR DESCRIBED ON THE CST SITE, IN ANY MANNER WHATSOEVER, SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS ($100.00). THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
These Terms and Conditions represent the complete agreement between the parties with respect to the use of the CST Site, and supersede all prior agreements and representations. Headings used in this these Terms and Conditions are for reference purposes only and in no way define or limit the scope of the section. If any provision of these Terms and Conditions is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the other terms of these Terms and Conditions shall remain in full force and effect. The failure of CST to act with respect to a breach of these Terms and Conditions by you or others does not constitute a waiver and shall not limit CST's rights with respect to such breach or any subsequent breaches. These Terms and Conditions shall be governed by and construed under Massachusetts law without regard to conflicts of law provisions. Any action or proceeding arising out of or related to these Terms and Conditions or your use of the CST Sites must be brought in the state or federal courts of Massachusetts and you consent to the exclusive personal jurisdiction of such courts.
Updated January 5, 2015