Terms of Sale
Contract terms: These are the contract terms and conditions (“Terms”) under which our products and services are provided. These Terms, together with our quotation (if any), create the contract (“Contract”) between the parties for the purchase, sale and use of products and/or services. The Contract between us is created when any one of the following is deemed to have occurred: (i) an order is received, (ii) payment for any part of an order is received, (iii) any part of an order is delivered, (iv) the box containing the product is opened, or (v) the product or service is used. If any conditions within the Contract documents conflict with each other, we will give them the following priority: the quotation then these Terms. Delivery: We will try to meet the delivery dates specified in your order, depending on availability and any lead times that may apply. Sometimes orders are delivered in installments. If orders are delivered in installments, a separate invoice will be provided for each delivery. Delay in delivery of any installment shall not relieve Customer of Customer’s obligations to accept remaining deliveries. Once an order has been placed, it cannot be canceled. If delaying the date of delivery would be helpful, please contact Customer Services to see if we can reschedule your delivery. All our products are sold FOB our facility, freight will be added to the invoice. Products are deemed delivered when accepted by any commercial carrier at our facility. At this point you become responsible for risk of loss and damage. If any product is lost or damaged while being transported, we will try to help you in dealing with the carrier. We do not clear products for import into any country. Doing so is solely your responsibility. Title to products will pass to you upon receipt of product by the carrier. Inspection and Returns: We want you to receive any product in satisfactory condition. Products that are damaged or defective upon on delivery may be returned for replacement if you contact Customer Services within 5 days from the date of product receipt. When contacting Customer Service, you will be provided instructions for returning the products and you will be given information on receiving replacements. If you do not contact us within this five-day period, the products will be deemed accepted, but you will not lose any warranty rights. Custom products made in accordance with your specifications can only be returned if the custom product does not conform to specifications. In any such case, we will, in our sole discretion, either replace the product or issue a refund for an amount not to exceed the price paid for the product. Shipping charges will not be credited. Price: The price for products and services is shown in our quotation to you. If we do not provide you with a quotation, the price will be the list price that applies to your country on the date the order is received. Our prices do not include any taxes (including VAT), duties, levies or other government fees that may apply to your order. If applicable, payment of any taxes, duties, levies or other government fees are your responsibility. If paid by us, the cost will be added to your invoice. You are also responsible for standard delivery and handling charges for each shipment, if any. These charges will be added to your invoice. Payment: Invoices, unless paid sooner, are due within 30 days from the invoice date in the currency specified in our invoice. Each order is a separate transaction, and you may not set-off payments from one order against another. If you are late in making payment, without affecting our other rights, we may suspend delivery or cancel the Contract, reject your future orders, and charge you a late-payment charge, from the due date until paid, at the rate of one percent (1%) per month (12% per year) or, if less, the maximum amount allowed by law. You agree to pay this late charge when demanded. If we appoint a collection agency or an attorney to recover any unpaid amounts, we can charge you and you agree to pay all reasonable costs of collection, including all associated reasonable attorneys’ fees. Credits and Refunds: At our discretion, we may issue a product credit or refund for the product value and shipping charges. No product credit shall be available for use if a past due balance is outstanding on the account. Any product credit not used within six months of the date of issue shall expire. Product Descriptions: The product descriptions provided on this Web Site are for general informational purposes only, and are not warranties or promises regarding the products, their features or performance. Product Use and Restrictions: All products are for RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. Products are to be used in accordance with our instructions, and you may not purchase products with the intention of reselling them or otherwise act as a distributor of our products. We do not submit our products for regulatory review by any government body or other organization, and we do not validate them for clinical, therapeutic or diagnostic use, for safety and effectiveness, or for any other specific use or application. You are solely responsible for making sure that the way you use our products complies with applicable laws, regulations and governmental policies. You must obtain all necessary approvals, intellectual property rights, licenses and permissions you may need. It is solely your responsibility to make sure the products are suitable for your particular use. If you are looking for commercial use rights to our products (including the right to perform fee-for-services), please contact our out-licensing department at info@transomic.com. Warranties: We warrant that the product will meet specifications listed. At our discretion, free replacement of any nonconforming product will be made if we are notified within 30 days of product receipt. This warranty limits our liability to the cost of replacement of the product in question only. We provide no other warranty, express or implied, and are not liable or responsible for any indirect or incidental damages or loss as a consequence of product use. No warranty is given for products used after any printed expiration date or for products not stored or used according to the product use specifications given. If you experience difficulty with any our products, please contact our tech support team promptly. Disclaimer: The materials provided at this site are provided "as is", without any warranties of any kind, including warranties for non-infringement of intellectual property. We do not warrant the accuracy, completeness or timeliness of the materials at this site. Changes to the materials at this site may be made at any time without notice. The materials at this site may be out of date and we make no commitment to update the materials at this site. Privacy Policy: Use of this Site is subject to a Privacy Policy, which you may at any time print or request as a printed copy by contacting us. Whenever you submit information to us through the Site, you consent to the collection, use, and disclosure of that information in accordance with our Privacy Policy. We reserve the right to change this Privacy Policy at any time by posting the revised policy at this location, but such changes will not affect information provided by you prior to the effective date of the change unless you consent otherwise. Please check back for updates to the Privacy Policy. Limitations of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, MULTIPLE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO COSTS OF COVER, LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF GOODWILL OR LOSS OF REVENUE) THAT YOU MIGHT INCUR UNDER THE CONTRACT, OR THAT MAY ARISE FROM OR IN CONNECTION WITH OUR PRODUCTS OR SERVICES, EVEN IF WE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, OR ANY PRODUCT OR SERVICE, IS LIMITED TO THE AMOUNT YOU PAID TO US FOR THE PRODUCT OR SERVICE PURCHASED. HOWEVER, THESE PROVISIONS DO NOT LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR FRAUD, FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW. DELIVERY DATES AND TIMES ARE ESTIMATES ONLY AND WE WILL NOT BE LIABLE (IN CONTRACT, DELICT, TORT OR OTHERWISE) FOR ANY LOSSES, EXPENSES, CLAIMS OR DAMAGES CAUSED BY A LATE DELIVERY. Export Control: Products and information that you receive from us are subject to United States, European Union and local export-control laws and regulations. You may not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any such product or information (including products derived from or based on our products or information) to any destination, entity, or person prohibited by United States, European Union or local laws or regulations. Entire Contract: The Contract represents the entire agreement between you and us regarding the products and services we provide to you under it, and supersedes and replaces any previous agreements between us (whether written or oral). Any of your additional or different terms and conditions that you may provide to us, are material alternations and we reject them. Our offer to sell products and perform services is expressly limited to the terms of the Contract. If you submit a purchase order, or other document for the purchase of products or services, whether or not in response to a quotation, you are deemed to have accepted and agree to the Contract, to the exclusion of (a) any other terms and conditions appearing in or referenced in your purchase order or other documents you give to us, and (b) any previous course of dealing, course of performance, trade usage or co-existent agreement. The Contract cannot be amended or modified unless you and we agree in writing. We reserve the right to change these Terms at any time. Any changes made to these Terms will not apply to the Contract between us for any order we receive before the changes are made. The most recent revision date can be found at the end of these Terms Miscellaneous: We will not be responsible or liable for failing to perform our obligations under the Contract to the extent caused by circumstances beyond our reasonable control. In certain situations, we may use our reasonable judgment and apportion products then available for delivery fairly among our customers. Our failure to exercise any rights under the Contract is not a waiver of our rights to damages for your breach of contract and is not a waiver of any subsequent breach. If any provision or part of the Contract is found by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Contract. No person other than you or us will have any rights under the Contract. Headings are for convenience only and shall not be used in the interpretation of these Terms. You agree to keep confidential any non-public technical information, commercial information (including prices, without limitation) or instructions (including any gene sequences or short-hairpin sequences) received from us as a result of discussions, negotiations and other communications between us in relation to our products or services. Governing Law: The Contract and performance under it will be governed by the laws of the State of Delaware, USA, without regard to provision on the conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract.
Limited use licenses / Label licenses shRNA-based products Cold Spring Harbor Laboratory (CSHL) Acceptance. This Limited Use License ("License") contains the exclusive terms and conditions between CSHL and Customer for use of the Product. By opening the Product container or in any other way accessing or using the Product ("Acceptance"), you will create a binding legal contract upon the terms and conditions herein, without modification. Customer’s purchase order or similar terms shall not apply to this License. If you are not authorized by Customer to enter into this License or do not agree to all terms and conditions in this License, then you are prohibited from opening the Product container or otherwise accessing or using the Product. Permitted Use. Portions of the Product are covered by US and foreign patent applications or patents and other proprietary intellectual property rights owned by CSHL ("shRNA IP Rights"). Subject to Acceptance and all terms and conditions of this License, sale of the Product to Customer by Transomic (acting under its license from CSHL, an "Authorized Sale") conveys to Customer only the nonexclusive, nontransferable right under the shRNA IP Rights to use the Product solely for Customer’s internal research purposes, and only at its facility where the Products are delivered by Transomic. Unlicensed Products. Any Product that is acquired other than pursuant to an Authorized Sale (including without limitation, any Product not acquired from Transomic) shall be deemed to be an "Unlicensed Product". This License shall be void and of no effect for Unlicensed Products and shall not convey any express or implied right to make, use or sell Unlicensed Products for any purpose. Restrictions. Customer obtains no right to sublicense its rights to any third party, or to use the Product for the benefit of any third party for any commercial purpose (including without limitation, using the Product in connection with providing services to any commercial third party or generating commercial databases). The Product may not be used in vitro or in vivo for any diagnostic, preventative, therapeutic or vaccine application, or used (directly or indirectly) in humans for any purpose. Customer may not isolate, extract, reverse engineer, derive, copy or separately use any component of the Product (such as, for example, any shRNA component) for any commercial purpose (including without limitation, for the purpose of making Products) other than solely for Customer's internal research purposes. Non-Profit Customers. If Customer is a Non-Profit Entity, then the following additional restrictions shall apply: Customer obtains no right to use the Product for any commercial purpose. Commercial Customers. If Customer is a Commercial Entity, (unless Customer has already entered into a separate written agreement that has been executed by CSHL, that covers shRNA IP Rights and that is then currently in effect) then the following additional restrictions shall apply: This License and Customer’s rights hereunder automatically terminate 12 months after delivery of the Product to Customer. After 12 months of product use customer must enter into a separate written agreement with CSHL, that covers shRNA IP Rights or Customer shall immediately stop using and destroy all Product in its possession. The Product may not be used to make any mouse that is of a strain of mice for germ line transmission by embryonic transfer of a gene encoding an shRNA that induces suppression of a gene or genes by RNAi. No Transfers. Customer may not distribute or transfer the Product (by license, sale, loan, lease, rental or any other means) to any commercial partner or any other third party for any commercial purpose except only in the following case. Customer may transfer the unmodified Product to a commercial third party contractor who, pursuant to a written agreement with Customer and only for non-royalty based payment(s), undertakes on behalf of Customer to use the Product solely for Customer’s benefit and internal research purposes, which third party shall not, after termination of such work, retain or receive subsequent rights to possess, access or use any Product (or any results of such work), and from whom Customer receives no payments pursuant to such agreement. Compliance. Customer may only use the Product in compliance with all local, state, federal and other applicable laws, regulations and rules, including without limitation (for uses in the United States), EPA, FDA, USDA and NIH guidelines. Customer may not (directly or indirectly) use the Product, or allow the transfer, transmission, export or re-export of all or any part of the Product or any product thereof, in violation of any export control law or regulation of the United Sates or any other relevant jurisdiction. Disclaimers. THE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NO WARRANTY IS MADE THAT THE PRODUCT WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT ANY RESULT CAN BE ACHIEVED, OR THAT USE OF THE PRODUCT WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT. ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARE HEREBY EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Other Uses. Except for the limited use expressly specified above, no other license is granted, no other use is permitted and CSHL retains all rights, title and interests in and to the shRNA IP Rights. Nothing herein confers to Customer (by implication, estoppel or otherwise) any right or license under any patent, patent application or other proprietary intellectual property right of CSHL other than the shRNA IP Rights. For information on purchasing a license to use the Product for longer time periods, in greater quantities or for other purposes, or to practice more broadly under the shRNA IP Rights, or to practice under other CSHL intellectual property rights, please contact the CSHL Office of Technology Transfer at (516) 367-8301. Definitions. "Affiliate" means, at the time of reference thereto, any corporation, company, partnership, joint venture or other entity which controls, is controlled by or is under common control with the subject entity, where "control" means direct or indirect ownership of more than 50% of (i) the outstanding stock or other voting rights entitled to elect directors or (ii) all ownership interests (or, in any country where the local law shall not permit foreign equity participation of 50% or more, then the direct or indirect ownership or control of the maximum percentage of such outstanding stock, voting rights or ownership interests permitted by local law). "Commercial Entity" means any entity or organization other than a Non-Profit Entity. "CSHL" means Cold Spring Harbor Laboratory. "Customer" means the company or other entity or organization that orders, pays for and takes delivery of the Product. "Non-Profit Entity" means any college, university or governmental entity (including without limitation, governmental and quasi-governmental institutes and research laboratories), or any non-profit scientific, research or educational organization that is of the type described in section 501(c)(3) of the Internal Revenue Code or that is qualified under a state non-profit organization statute. "Product" means a product (including, without limitation, expression vectors encoding an shRNA), the design, manufacture or use of which (in whole or in part) is the subject of the shRNA IP Rights, and is deemed to include all components, progeny, reproductions, modified versions and other derivatives thereof. "Transomic" means Transomic Technologies, Inc. transEDIT CRISPR-Cas9 Reagents The Broad Institute, Inc. This product is provided under an intellectual property license from The Broad Institute, Inc. to transOMIC technologies, Inc. The Limited Licensee shall not (i) sell or otherwise transfer Licensed Products (including without limitation any material that contains a Licensed Product in whole or part) or any Related Material to any other person or entity, or use Licensed Products or any Related Material to perform services for the benefit of any other person or entity, (ii) the Limited Licensee shall use only the purchased amount of the Licensed Products and components of the Licensed Products, and shall use any Related Material, only for its internal research within the Field and not for any Commercial Purposes; where “field” means use as a research tool for research purposes; provided, however, that notwithstanding the foregoing, the Field shall expressly exclude (a) any clinical use, including, without limitation, diagnostic and prognostic use, (b) any human, veterinary, livestock or agricultural use, or (c) the manufacture, distribution, importation, exportation, transportation, sale, offer for sale, marketing, promotion or other exploitation or use of, or as, a testing service, therapeutic or diagnostic for humans or animals. (iii) the Limited Licensee shall use Licensed Products and any Related Material in compliance with all applicable laws and regulations, including without limitation applicable human health and animal welfare laws and regulations, (iv) Broad, MIT and Harvard shall provide no warranties of any kind to the Limited Licensee (statutory or implied) concerning the Patent Rights, Licensed Products or any Related Materials, including without limitation, as to product quality, condition, description, merchantability, fitness for a particular purpose, non-infringement of intellectual property rights or the absence of latent or other defects, and all such warranties are hereby expressly disclaimed, (v) Broad, MIT and Harvard shall expressly disclaim any warranty regarding results obtained through the use of the Licensed Products or Related Materials, including without limitation any claim of inaccurate, invalid or incomplete results, (vi) Broad, MIT and Harvard, and their directors, trustees, officers, employees, agents, faculty, affiliated investigators, and students, shall have no liability to the Limited Licensee, including, without limitation, for any loss of use or profits, business interruption or any consequential, incidental, special or other indirect damages of any kind, regardless of how caused and regardless of whether an action in contract, tort, strict product liability or otherwise, (vii) the Limited Licensee shall indemnify, defend and hold harmless the Indemnitees against any liability, damage, loss, or expense (including without limitation reasonable attorneys’ fees and expenses) incurred by or imposed upon any of the Indemnitees in connection with any claims, suits, investigations, actions, demands or judgments arising out of or related to the exercise of any rights granted to the Limited Licensee under the Limited License or any breach of the Limited License by such Limited Licensee and (viii) the Licensed Product and its use may be the subject of one or more issued patents and/or pending patent applications owned by Broad, MIT and Harvard and the purchase of the Licensed Product does not convey a license under any claims in the foregoing patents or patent applications directed to the Licensed Product or use, production or commercialization thereof. Any Licensed Product sold or otherwise transferred by Company shall have a limited use label that is consistent with the preceding sentence. The Limited License shall not contain any restrictions on the use of Licensed Products by non-profit institutions other than those set forth in the foregoing clauses (i) – (viii), including without limitation any reach-through rights (including without limitation any right to receive payment) with respect to products or discoveries made, discovered, derived, identified or selected using such Licensed Products. Any sale or other transfer of any Licensed Product by Company to a Third Party, or to an Affiliate that is the final purchaser or transferee of the Licensed Product, that is not subject to a Limited License is hereby deemed a material breach of Company’s obligations under this Agreement. Evrogen JSC This product contains a proprietary nucleic acid(s) coding for a proprietary fluorescent protein(s) being, including its derivatives or modifications, the subject of pending patent applications and/or patents owned by Evrogen JSC (hereinafter “Evrogen Fluorescent Proteins”). The purchase of this product conveys to the buyer the non-transferable right to use Evrogen Fluorescent Proteins only for research conducted by the buyer. No rights are conveyed to modify or clone the gene encoding fluorescent protein contained in this product, to use the product for validating or screening compounds or to use Evrogen Fluorescent Proteins for commercial purposes. For information on commercial licensing, contact Evrogen Licensing Department, email: license@evrogen.com. Duke University Portions of this product, and the manufacture, use, sale, or import of this product is subject to U.S. Patent No. 8,137,910 and one or more pending U.S. patent and corresponding international applications, owned by Duke University (DUKE). This product is sold pursuant to a license from DUKE, and DUKE reserves all other rights under these patent rights. Non-Commercial Entities: “Non-Commercial Entities" means an entity operating within a specific laboratory, unit, location or institution that operates solely for educational, academic or noncommercial research purposes, and which possesses not-for-profit status under federal tax laws and regulations and applicable state corporation statutes and/or wherein the research is not sponsored by for-profit organizations which shall receive ownership to data and results stemming from the sponsored research. The purchase of this product conveys to the buyer the nontransferable right to use the purchased amount of the product and components of the product in research conducted by the buyer, where such research does not include testing, analysis, or screening services for any third party in return for compensation on a per test basis. The buyer cannot sell or otherwise transfer (a) this product (b) its components or (c) materials made using this product or its components or materials made using this product or its components for Commercial Purposes. Commercial Purposes means any activity by a party for consideration and may include, but it not limited to: (1) use of the product or its components in manufacturing; (2) use of the product or its components to provide a service, information, or data; (3) use of the product or its components to agricultural, therapeutic, diagnostic, or prophylactic purposes; or (4) resale of the product or its components, whether or not such product or its components are resold for use in research. A separate license from DUKE must be obtained to use this product for any purposes other than those permitted above. It is the sole responsibility of the buyer to ensure that use of the product does not infringe those patent rights of third parties. Commercial Entities: “Commercial Entities” include any person or entity that is not a “Non-Commercial Entity” or an academic and/or not-for profit research institution wherein the research is sponsored by for profit organizations which shall receive ownership to all data and results stemming from the sponsored research. Please contact DUKE for obtaining a separate license. For information on purchasing a license to this product for purposes other than research, contact Duke University, Office of Licensing and Ventures, 2812 Erwin Rd., Ste 306, Duke Box No. 90083, Durham, NC 27705, USA. Tel: (919) 681-3131; Fax: (919) 684-8867. Governing Law: This License Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of North Carolina, USA. Lentiviral Technologies Life Technologies Corporation This product is provided under an intellectual property license from Life Technologies Corporation to transOMIC technologies, Inc. The transfer of this product is conditioned on the buyer using the purchased product solely in research conducted by the buyer, and the buyer must not use, sell or otherwise transfer this product or its components for (a) diagnostic, therapeutic or prophylactic purposes; or (b) resale to an unaffiliated third party, whether or not resold for use in research or (c) quality control or manufacture of commercial products, or (d) to provide a service to deliver information or materials to an unaffiliated third party in return for payment, provided however that the buyer may transfer the unmodified product to an academic collaborator for purposes of a research collaboration or to a third party contractor to use the product in research services solely for buyer’s benefit and internal research purposes, which third party shall not, after termination of such research services, retain or receive subsequent rights to possess, access or use the product (or any results of such research services). For information on purchasing a license to this product for purposes other than research, contact Life Technologies Corporation, 5791 Van Allen Way, Carlsbad, CA 92008 USA or outlicensing@lifetech.com. MGC premier cDNA Clones Image Consortium Good Faith Agreement (revised 9/00) Agreement in Good Faith Concerning Use and Distribution of Arrayed cDNA Clones You are being provided with IMAGE Consortium [LLNL] cDNA clones (CLONES) and/or associated products (PRODUCTS) (referred to collectively as “IMAGE MATERIALS”), in order to advance the public interest and to advance the objectives of the institutions that developed the original libraries from which these clones were derived (Originators). The Originators are the beneficiaries of, and may independently enforce, this Agreement. Use of Image Materials By accepting IMAGE MATERIALS you are agreeing in good faith to the following terms. If you are unable to agree to these terms, you must immediately return IMAGE MATERIALS along with all copies and replicas thereof. (A) You will use the IMAGE MATERIALS in compliance with all applicable laws, governmental regulations and guidelines, including National Institutes of Health guidelines or their equivalent, and any regulations or guidelines pertaining to research with humans, or animals, or with recombinant DNA. (B) You may use CLONES to produce PROGENY, and to create DERIVATIVE PRODUCTS. You may use IMAGE MATERIALS, PROGENY, and DERIVATIVE PRODUCTS for commercial or non-commercial purposes, except for the purpose of redistribution of CLONES or PROGENY. Accordingly, you may transfer CLONES or PROGENY to additional parties only if 1) this document in its entirety accompanies CLONES or PROGENY, and 2) you transfer CLONES or PROGENY at no cost to such additional parties. “PROGENY” means an unmodified descendant from CLONES or any comparable bacterial stock derived from CLONES (STOCK). “DERIVATIVE PRODUCTS” means any modification or product of CLONES or PRODUCTS that is not a PROGENY or a STOCK. (C) You will include the unique and specific identifier of each arrayed clone (which was initially assigned by Lawrence Livermore National Laboratory, Livermore, California, and accompanies the IMAGE MATERIALS) in data pertaining to the IMAGE MATERIALS submitted to public databases and in resulting publications. This nomenclature consists of the term "IMAGE Consortium CloneID" followed by a five to seven digit number. You will refer publicly (including but not limited to electronic and print versions of articles and databases) to these arrayed cDNA clones as the "IMAGE Consortium [LLNL] cDNA Clones", and will reference the following publication: "The IMAGE Consortium: An Integrated Molecular Analysis of Genomes and their Expression," Lennon, G.G., Auffray, C., Polymeropoulos, M., and Soares, M.B. [1996] Genomics 33, pgs. 151-152. In INTERNET/World Wide Web publications and databases, you agree to provide electronic referencing (e.g. 'anchors' and/or 'hotlinks') to the IMAGE Consortium home page, currently located at URL http://image.llnl.gov. (D) you agree that the image materials are experimental in nature and are being provided without warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose or freedom from infringement of any patent or other proprietary right of a third party. (E) you agree to hold harmless and indemnify the regents of the university of California, Lawrence Livermore national laboratory, the department of energy, the U.S. Government, the originators of the library from which clones were arrayed, the provider of the image materials and persons acting on their behalf, for any claim asserted by a third party related to your possession, use, storage, or disposal of the image materials. (F) You understand that the ownership of the unarrayed cDNA libraries from which clones were arrayed is retained by the Originators of those libraries. Any new patentable developments or inventions first made by any party using the arrayed clones will remain the property of the inventing party. This Agreement does not constitute the Originators’ waiver of any patent rights. Administration Any correspondence concerning this Agreement should be addressed to: Lawrence Livermore National Laboratory The Regents of the University of California Industrial Partnerships and Commercialization Program Attn: IMAGE Consortium P.O. Box 808, L-795 Livermore, CA 94550 Phone: (925) 422-6416 Fax: (925) 423-8988 http://image.llnl.gov/image/html/GFA.shtml Tetracycline Inducible constructs TET Systems GmbH & Co. KG Use of the Tetracycline controllable expression systems (the "Tet Technology") is covered by a series of patents including U.S. Patent Nos. 5,814,618, 7,541,446, 8,383,364 and European Patent EP 0804565 and corresponding patent claims outside these regions which are proprietary to TET Systems GmbH & Co. KG. Academic research institutions are granted an automatic license with the purchase of this product to use the Tet Technology only for internal, academic research purposes, which license specifically excludes the right to sell, or otherwise transfer, the Tet Technology or its component parts to third parties. Notwithstanding the above, academic and not-for profit research institutions whose research using the Tet Technology is sponsored by for profit organizations, which shall receive ownership to all data and results stemming from the sponsored research, shall need a commercial license agreement from TET Systems in order to use the Tet Technology. In accepting this license, all users acknowledge that the Tet Technology is experimental in nature. TET Systems GmbH & Co. KG makes no warranties, express or implied or of any kind, and hereby disclaims any warranties, representations, or guarantees of any kind as to the Tet Technology, patents, or products. All others are invited to request a license from TET Systems GmbH & Co. KG prior to purchasing these reagents or using them for any purpose. transOmic is required by its licensing agreement to submit a report of all purchasers of the Tet-controllable expression system to TET Systems. For license information, please contact: GSF/CEO,TET Systems GmbH & Co. KG, Im Neuenheimer Feld 582, 69120 Heidelberg, Germany Tel: +4962215880400 , Fax: +4962215880404, eMail: info@tetsystems.com or use the electronic licensing request form at http://www.tetsystems.com/ip-licensing/licensing/for-profit-research.