AmpliSeq Terms and Conditions
These terms and conditions ("Supplemental Primer Terms") apply to your use of products and materials provided to you by Life Technologies Corporation (hereinafter, “LTC”) and that include any of the following: (1) LTC's proprietary primers, primer sequences and/or primer designs (including any primers, primer sequences and/or primer designs developed by LTC using specifications, gene lists, performance data or other information provided by you to LTC); and/or (2) reagents, compositions, kits, panels, designs, assays, tools or other materials provided to you by LTC and incorporating or otherwise relating to use and composition of such primers, primer sequences and/or primer designs (collectively, "LTC Primer Materials"). For avoidance of doubt, "LTC Primer Materials" includes but is not limited to primer panels designed for use with LTC's AmpliSeq technology, including by way of example, any and all AmpliSeq standard and/or custom panels and/or Oncomine® panels). These Supplemental Primer Terms apply in consideration of LTC's making LTC Primer Materials available to you and are included as Supplementary Terms to the Life Technologies' General Terms and Conditions of Sale, available at www.lifetechnologies.com/legal, and together with our quotation (if any) create a binding contract between you and LTC for the purchase, transfer, use and/or sale of LTC Primer Materials to you. In the event that these Supplemental Primer Terms conflict with any other applicable terms, including for example the Ion Community Terms of Use, or any terms and conditions of sale applied to products based on LTC Primer Materials, or the terms of any quotation provided to you, these Supplemental Primer Terms shall control.
- LTC MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SPECIFICATIONS OR PERFORMANCE OF THE LTC PRIMER MATERIALS. ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES REGARDING RESULTS OBTAINED THROUGH THE USE OF THE LTC PRIMER MATERIALS OR WARRANTIES WITH RESPECT TO THE LTC MATERIALS, INCLUDING WITHOUT LIMITATION THE PERFORMANCE THEREOF OR SPECIFICATIONS RELATED THERETO, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF PERFORMANCE, DEALING OR USAGE OF TRADE. LTC PRIMER MATERIALS AND ALL INFORMATION PROVIDED BY LTC RELATED THERETO ARE FURNISHED "AS IS."
- TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL LTC BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, WARRANTY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES SUSTAINED BY YOU OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR CAUSED BY THE LTC PRIMER MATERIALS, LTC'S PERFORMANCE OR FAILURE TO PERFORM ITS OBLIGATIONS RELATING TO THE PURCHASE OF LTC PRIMER MATERIALS BY YOU OR PROVISION OF LTC PRIMERMATERIALS TO YOU OR PERFORMANCE OF SERVICES, THE POSSESSION OR USE OF ANY LTC PRIMER MATERIALS, OR THE PERFORMANCE BY LTC OF ANY SERVICES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT LTC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM OR RELATED TO LOSS OF USE, LOSS OF DATA, DOWNTIME, PROCUREMENT OF SUBSTITUTE PRODUCTS, DESIGNS OR SERVICES, OR FOR LOSS OF REVENUE, PROFITS, GOODWILL, OR BUSINESS OR OTHER FINANCIAL LOSS. LTC'S TOTAL LIABILITY HEREUNDER SHALL BE LIMITED TO THE AMOUNT ACTUALLY RECEIVED BY LTC FROM YOU FOR THE LTC PRIMER MATERIALS, SERVICE OR OTHER PERFORMANCE GIVING RISE TO SUCH CLAIM.
- You understand and agree that (a) LTC has and retains all right, title and interest in and to the LTC Primer Materials, and by way of example retains exclusive rights to sell or commercialize such LTC Primer Materials and to provide services using the LTC Primer Materials; (b) your purchase or receipt of LTC Primer Materials confers upon you only a limited, non-exclusive, non-transferable and non-sublicensable right to use the LTC Primer Materials for your internal research use only, and no rights are provided for commercial use and/or human or animal therapeutic or diagnostic uses; (c) you are permitted to use, and agree to use, the LTC Primer Materials and any nucleic acid samples you prepare using the LTC Primer Materials to prepare libraries only in conjunction with LTC's reagents and/or kits for AmpliSeq Library Preparation, Ion Torrent instruments, kits, reagents and/or other LTC products for library preparation, template preparation and/or sequencing that you purchase from LTC, and that you will not sequence, analyze or otherwise use the LTC Primer Materials, or any nucleic acid pools generated using the LTC Primer Materials, using any reagents, kits and/or instruments for library preparation, template preparation, sequencing and/or other types of nucleic acid analysis that are provided to you by a third party; (d) LTC Primer Materials have not been validated for clinical or diagnostic use, safety and effectiveness, or any other specific use or application and have not received any governmental approval, clearance, or similar designation ("Product Approvals"); (e) you are solely responsible for your compliance with any applicable laws, regulations, governmental policies and Product Approvals that may pertain to your use of the LTC Primer Materials; (e) you shall not cause or permit the reverse engineering of LTC Primer Materials; (f) LTC Primer Materials are provided on a non-exclusive basis and LTC may provide others with LTC Primer Materials similar or identical to any part, portion or entirety of any LTC Primer Materials provided to you; and (g) LTC Primer Materials are not provided with service rights or other rights for commercial use. If you require additional rights, please contact our outlicensing department at outlicensing@lifetech.com.
- You agree to defend using LTC's chosen counsel, indemnify and hold LTC harmless against all liabilities, damages, costs, expenses and claims arising from or based upon your use of the LTC Primer Materials in any manner, or for any purpose, not explicitly instructed by LTC in any product literature accompanying the primer materials.
- Except for the rights expressly conferred in Section 3 above, nothing in these Supplemental Primer Terms shall be construed as conferring, explicitly or by implication, estoppel or otherwise, any license, right or immunity under any patents or patent applications that LTC or its affiliates now owns or holds a license to, or acquires or obtains a license to in the future.
- In the event that you provide to LTC any confidential information (“Customer Confidential Information”), including but not limited to specifications, gene lists, primer performance data, genomic sequences, genomic coordinates and the like, LTC agrees to treat such information as confidential and shall not knowingly disclose such information to a third party, except that LTC may disclose such information to its employees, agents, and subcontractors only to the extent necessary to develop and supply the LTC Primer Materials. Customer Confidential Information shall not include any item of information which: (a) was in the public domain as of the date of this Agreement or thereafter becomes part of the public domain through no act or failure to act on LTC’s part in violation of this Agreement; (b) was known or possessed by LTC at the time of disclosure, as evidenced by records, however maintained; (c) is furnished to LTC by a third party, which did not acquire the information directly or indirectly under a known obligation of confidentiality; or (d) is independently developed by LTC without use of or assistance from the Customer Confidential Information, as evidenced by LTC’s records, however maintained.
