SCSR™ Research Use Only License Agreement
This SCSR™ Research Use Only License Agreement (“Agreement”) is between you (both the individual purchasing and/or using the SCSR™ kits or reagents and any legal entity on behalf of which such individual is acting) (“You” and “Your”) and NonInvasive Technologies, LLC, 8170 Lark Brown Road, Suite 101, Elkridge, Maryland 21075 USA (“NonInvasive”).
PURCHASING OR TAKING ANY STEP TO USE ANY SCSR™ KIT OR REAGEANT CONSTITUTES YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT. WRITTEN OR ELECTRONIC APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OR ANY SUCH WRITTEN OR ELECTRONIC APPROVAL BY OR ON BEHALF OF YOU WILL BE CONSTRUED TO THE CONTRARY. IF YOU DO NOT AGREE WITH ALL TERMS OF THIS AGREEMENT, YOU MUST RETURN THE SCSR™ KIT/REAGENTS WITH THE ORIGINAL PACKAGING AND PROOF OF PAYMENT FOR A FULL REFUND (excluding shipping).
SCSR™ kits and reagents are sold under this license for internal research purposes only without any rights for commercial or other diagnostic or therapeutic use, and You are granted a limited, non-transferable, internal research-use only license effective as of the date of purchase.
1. “MATERIALS” shall mean one or more of NonInvasive Product Nos. SCSR- 001, SCSR-002, SCSR-010, SCSR-T. SCSR-C, which are supplied to the purchaser by NonInvasive, including any derivatives, modifications, enhancements or mutations thereof. You will not permit any reverse engineering of any MATERIALS. The MATERIALS are subject to one or more of the following patents: U.S. Patent Nos. 6,881,574, 6,645,730, 6,645,729, 6,630,314, 6,534,280, 6,335,193 and AU No., 776,155.
2. NonInvasive shall retain all right, title and interest in and to any patents, copyrights, trademarks, trade secrets and any other intellectual property rights in the MATERIALS and You hereby assign to NonInvasive any rights, express or implied, in any derivative, enhancement, modification or mutation of the MATERIALS.
3. Disposal of MATERIALS is permitted in accordance with the Material Safety Data Sheet (included with the MATERIALS).
4. NonInvasive hereby grants to You a nonexclusive, non-transferable, royalty-free license to use the MATERIALS for non-commercial, internal research use only.
5. Commercial uses that are expressly excluded from the license granted herein include, but are not limited to: (a) diagnostic or therapeutic uses, (b) methods employed in screens to evaluate compounds (eg., High Throughput Screening, HTS), (c) preparation of cDNA libraries, cloning, cell banking, gene amplification, SNPs and related procedures conducted on a fee for service basis for third parties, (d) use in multicellular organisms for gene therapy, (e) third party contract services, (e) quality control and quality assurance processes, (f) profiling fine chemicals and pharmaceuticals for selectivity, pharmacology, drug metabolism, bioavailability, influence on mucosal immunity and toxicity (g) genetic testing for forensic purposes, (h) use in manufacturing or bundling with other commercial products.
6. Any commercial use of the MATERIALS by You requires a separate commercial use license from NonInvasive.
7. You shall promptly and fully disclose to NonInvasive in writing any derivatives, enhancements, modifications or mutations of the MATERIALS.
8. NONINVASIVE DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE MATERIALS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES THAT MAY ARISE OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE MATERIALS ARE PROVIDED ‘AS IS’ WITH NO WARRANTY. YOU AGREE THAT USE OF THE MATERIALS IS AT YOUR SOLE RISK. In no event shall a party be liable for any indirect, incidental, special, consequential or punitive damages, or damages for lost profits or revenue, incurred by a party or any third party, whether in an action in contract or tort, even if the other party has been advised of the possibility of such damages or if such damages are foreseeable. In no event shall NonInvasive’s liability for damages hereunder exceed the amounts actually paid by You for the MATERIALS.
9. You may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any rights or obligations under this Agreement without the prior written consent of NonInvasive. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
10. This Agreement shall be construed, and the legal relations between the parties hereto shall be determined, in accordance with the laws of the State of Maryland, United States of America without giving effect to any choice of law rule, and the parties, hereto expressly and irrevocably consent to the exclusive jurisdiction and venue of the state or federal court applicable for Howard County, State of Maryland, USA.
11.This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any breach or default of this Agreement will not constitute a waiver of any other or subsequent default or breach.
For inquiries about commercial use licenses, please contact us at:
NonInvasive Technologies, LLC
8170 Lark Brown Road, Suite 101
Elkridge , MD 21075 USA
Tel: (410) 799-0551
Fax: (410) 799-0082