PLEASE READ THIS LIMITED USE LABEL LICENSE AGREEMENT.
Limited Use License
In consideration for the payment of the purchase price for the Licensed Product, and acceptance by the Purchaser of the Terms and Conditions set forth above, Cell Signaling Technology, Inc., (CST) hereby grants to Purchaser a limited paid-up license to use Licensed Product in accordance with the Licensed Technology for the purposes and under the terms and conditions stated herein ("Limited Use License").
This Limited Use License is only valid only for Licensed Product and only for any entity or person which acquired the Licensed Product from CST or a CST-authorized distributor. Purchaser acknowledges that this Limited Use License does not oblige CST to transfer any know-how or to provide consulting services regarding the Licensed Product.
“Licensed Product” refers to all products, and components thereof, listed in any accompanying product insert for the PTMScan® Motif Antibody Kits, #5561, 5563, 5564, 4652, 5565, 5566, 5567, 5636, 5562 and the enclosed product protocols. In addition to the provisions contained herein, Licensed Products may be protected by one or more of the following patents: U.S. Patent Nos. 6,441,140; 6,982,318; 7,259,022; 7,344,714; U.S. Patent Publication No. 20070026461; and foreign equivalents, owned by CST. “Licensed Technology” includes those methods or processes protected by one or more of the following patents: by U.S. Patent Nos. 7,198,896, 7,300,753, and foreign equivalents owned by CST, and is sold under the trademark PTMScan®, owned by CST.
Purchaser’s publication(s) and/or presentations describing the use of the Licensed Product with the Licensed Technology (or results generated from such use) shall contain written reference of the Purchaser’s licensed use of CST’s proprietary PTMScan® technology.
CST is entitled to terminate the Limited Use License with immediate effect if Corporate Purchaser breaches any terms of this Limited Use License. In the event of termination Clauses 6 through 9 will remain in effect.
CST WARRANTS THAT, AT THE TIME OF SHIPMENT, THE LICENSED PRODUCTS ARE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP AND CONFORM TO ACCOMPANYING SPECIFICATIONS. CST MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED PRODUCT. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT THE ABOVE RECITED CST PATENTS ARE VALID OR ENFORCEABLE OR THAT CORPORATE PURCHASER’S USE OF THE LICENSED PRODUCTS DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. NOTIFICATION OF ANY BREACH OF CST’S WARRANTY MUST BE MADE TO CST IN WRITING WITHIN SIXTY (60) DAYS OF CORPORATE PURCHASER’S RECEIPT OF LICENSED PRODUCT. NO CLAIM SHALL BE HONORED IF PURCHASER FAILS TO NOTIFY CST WITHIN THE PERIOD SPECIFIED. THE SOLE AND EXCLUSIVE REMEDY OF CORPORATE PURCHASER FOR ANY LIABILITY OF CST OF ANY KIND INCLUDING LIABILITY BASED UPON WARRANTY (EXPRESS OR IMPLIED WHETHER CONTAINED HEREIN OR ELSEWHERE), STRICT LIABILITY, CONTRACT, OR OTHERWISE IS LIMITED TO THE REPLACEMENT OF THE LICENSED PRODUCT OR THE REFUND OF THE INVOICE PRICE THEREOF. CST SHALL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.
Purchaser shall bear all risk, responsibility and liability for all of its activities in using Licensed Product and Licensed Technology. Purchaser shall, to the full extent permitted by law, indemnify and hold CST, its officers, employees, agents, and affiliates harmless from and against any and all claims, demands, losses, costs, expenses (including attorney fees), damages and judgments whatsoever, arising out of or resulting from Purchaser’s use, storage or handling of Licensed Product or Licensed Technology.
This Limited Use License constitutes the entire understanding between the parties and supersedes any agreements or understandings, whether written or oral, of CST and/or Purchaser with respect to use of Licensed Product by Purchaser, including any conflicting terms and conditions set forth in any Purchaser purchase order.
This Agreement shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Massachusetts, U.S.A. without regard to the conflicts of law provisions thereof.