PTMScan^® Proteomics System Limited Use License

PLEASE READ THIS LIMITED USE LABEL LICENSE AGREEMENT.

Limited Use Label License Agreement

By opening of the enclosed box containing the product or bag containing the media storing the product protocols or by otherwise using the product or protocols) you are (1) representing that you have the right and authority to legally bind yourself or your company, as applicable, and (2) accepting the Limited Use Label License Agreement terms below and agreeing to be legally bound by them on behalf of yourself or your company, as applicable. If you do not agree to these terms, do not open the enclosed box and bag and return the unopened product box and protocol bag to Cell Signaling Technology or the distributor from whom you or your company purchased the product for a full refund.

1. Cell Signaling Technology, Inc. (“CST”) grants to Purchaser a limited license to use Licensed Product to practice the methods claimed in U.S. Patent Nos. 7,198,896 and 7,300,753 for the purposes and under the terms and conditions stated herein (“Limited Use License”).
2. This Limited Use License is only valid 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.
3. “Licensed Product” refers to all products, and components thereof, listed in any accompanying product insert for the PTMScan Proteomics System and the enclosed product protocols.
4. Purchaser may only use the Licensed Product for internal research purposes, and not for any commercial or diagnostic purposes, or for any service for another entity. Licensed Product may not be administered to humans or animals.
5. CST is entitled to terminate this agreement and the Limited Use License with immediate effect if Purchaser breaches any terms of this Limited Use License. In the event of termination Clauses 7 through 11 will remain in effect.
6. Purchaser shall clearly state in each publication that includes any results obtained through use of Licensed Product, that the results were obtained through Purchaser’s licensed use of CST’s proprietary PTMScan^® methods.
7. 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 PURCHASER’S USE OF THE LICENSED PRODUCTS DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
8. NOTIFICATION OF ANY BREACH OF CST’S WARRANTY MUST BE MADE TO CST IN WRITING WITHIN SIXTY (60) DAYS OF 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 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.
9. Purchaser shall bear all risk, responsibility and liability for all of its activities in using Licensed Product. 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 Customer’s use, storage or handling of Licensed Product.
10. This Limited Use License constitutes the entire understanding between the parties and supersedes any agreements or understandings, whether written or oral, of CST or Purchaser with respect to use of Licensed Product by Purchaser, including any conflicting terms and conditions set forth in any Purchaser purchase order.
11. 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.