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SYNTHEGO HOLDINGS LLC

 

EVALUATION SAMPLE TERMS AND CONDITIONS

Research Use Only – gRNA Evaluation Materials


These Evaluation Sample Terms and Conditions (“Terms”) govern the provision by Synthego Holdings LLC (“Synthego”) of gRNA sample materials (“Evaluation Materials”) to the entity identified in the accompanying sample quotation (“Customer”). By accepting delivery of the Evaluation Materials Customer agrees to be bound by these Terms. These Terms, together with the applicable sample quotation, constitute the entire agreement between the Parties with respect to the Evaluation Materials.

The Evaluation Materials are provided at no charge in exchange for Customer’s agreement to these Terms, which Customer acknowledges have commercial value to Synthego. No purchase obligation is created by Customer’s receipt of Evaluation Materials.

1. Evaluation Purpose and Permitted Use

1.1. Research Use Only. Evaluation Materials are provided for CUSTOMER’S INTERNAL RESEARCH AND EVALUATION PURPOSES ONLY, AND NOT FOR HUMAN OR ANIMAL CLINICAL, THERAPEUTIC OR DIAGNOSTIC USE, MANUFACTURING USE, OR OTHER COMMERCIAL PURPOSES. Customer may use the Evaluation Materials solely to evaluate the technical performance and suitability of Synthego’s gRNA products for Customer’s internal research applications during the evaluation period (the “Evaluation Period”). The Evaluation Period shall be ninety (90) days from the date of Customer’s receipt of the Evaluation Materials, unless a different period is specified in the applicable sample quotation. Synthego does not submit Evaluation Materials for testing or regulatory review by any government body or other organization, and Synthego does not validate them for clinical, therapeutic, or diagnostic use.

1.2. No Clinical or Regulatory Use. Customer may not use Evaluation Materials in any clinical trial, in any submission to a regulatory authority, or as starting materials or components of any product intended for human or animal use. Evaluation Materials are not manufactured or released as GMP materials, notwithstanding that they may be produced using a manufacturing process that is also used for GMP production.

1.3. No Competitive Use. Customer may not use Evaluation Materials in connection with the development or commercialization of any product or service that competes with Synthego’s products or services and may not disclose the results of any evaluation to any third party that is a competitor of Synthego. For the avoidance of doubt, Customer may conduct side-by-side comparison of Evaluation Materials against third-party gRNA products for Customer’s own internal supplier qualification and selection purposes, provided that such results are retained as Customer’s Confidential Information and are not disclosed to any third party except as permitted under Section 5.

1.4. No Redistribution. Customer may not resell, transfer, or distribute Evaluation Materials to any third party. Customer may share Evaluation Materials with bona fide employees and contractors working directly on the evaluation on Customer’s behalf, provided such individuals are bound by confidentiality obligations no less protective than those set forth herein.

1.5. Suitability and Safety. It is solely Customer’s responsibility to determine whether the Evaluation Materials are suitable for Customer’s particular use and to identify and communicate any hazards to Customer’s employees and other personnel involved in the evaluation. Customer agrees to comply with all applicable laws and regulations in connection with its handling and use of the Evaluation Materials.


2. No Reverse Engineering. Customer may not undertake deconvolution, reverse engineering, or any other analysis of Evaluation Materials for the purpose of determining or inferring Synthego’s manufacturing processes, methods, formulations, or know-how. Customer may perform compositional, structural, or functional analysis of Evaluation Materials solely to confirm that the Evaluation Materials meet the specifications provided in the accompanying Certificate of Analysis or quality documentation, or to evaluate fitness for Customer’s intended research application.


3. Intellectual Property Rights

3.1. Limited License. Synthego grants Customer a limited, non-exclusive, non-transferable license to use the Evaluation Materials solely for the purposes permitted under Section 1 during the Evaluation Period. No other intellectual property rights are conveyed. The provision of Evaluation Materials does not convey any right to manufacture, have manufactured, or otherwise replicate the Evaluation Materials.

3.2. Synthego IP. All intellectual property rights in the Evaluation Materials and in any Synthego technology, manufacturing processes, and know-how used to produce the Evaluation Materials remain vested in Synthego and its licensors at all times.

3.3. No Third-Party IP License. No license or immunity under any third-party intellectual property rights is granted or implied by Synthego’s provision of Evaluation Materials. It is solely Customer’s responsibility to determine whether Customer’s intended use of the Evaluation Materials requires any third-party intellectual property licenses, and to obtain such licenses if required.

3.4. Customer IP. Customer retains ownership of any intellectual property arising solely from Customer’s independent use of the Evaluation Materials in accordance with these Terms.

4. Sample Disposition. Return or Destruction. Upon expiration of the Evaluation Period, Customer shall cease all use of any remaining Evaluation Materials and shall not use them for any purpose outside the scope of these Terms. Customer shall return or destroy remaining Evaluation Materials promptly upon Synthego’s written request, and shall certify such return or destruction in writing if requested by Synthego.


5. Confidentiality

5.1. Customer Obligations. Customer agrees to keep confidential any non-public technical information, specifications, pricing, or other proprietary information received from Synthego in connection with the Evaluation Materials (“Synthego Confidential Information”), and to use such information solely for the purposes permitted under these Terms. Customer shall protect Synthego Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. To the extent a separate non-disclosure agreement between the Parties covers the same subject matter, that agreement shall govern confidentiality of Evaluation Materials to the extent of any conflict with this Section 5.

5.2. Synthego Obligations. Synthego shall keep confidential the fact of Customer’s receipt of Evaluation Materials and any non-public information Customer provides to Synthego in connection with the evaluation (“Customer Confidential Information”), and shall use such information solely to support Customer’s evaluation.

5.3. Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party at the time of disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party’s confidential information; or (d) is required to be disclosed by applicable law or court order, provided the receiving Party gives prompt written notice to the disclosing Party and cooperates with any efforts to seek a protective order.

5.4. Privacy. Synthego’s privacy policy, available at https://www.synthego.com/legal/privacy-policy, is incorporated herein by reference. Customer shall not transfer any individually identifiable health information to Synthego under these Terms.


6. Warranties; Disclaimer

6.1. Synthego warrants that Evaluation Materials will conform to the technical specifications set forth in the accompanying Certificate of Analysis when handled and used under normal laboratory conditions. THIS WARRANTY IS EXCLUSIVE. SYNTHEGO MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. EVALUATION MATERIALS ARE PROVIDED “AS IS” FOR EVALUATION PURPOSES. CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ITS USE OF EVALUATION MATERIALS.

6.2. Any technical assistance and information Synthego provides to Customer regarding the Evaluation Materials is provided without charge and without warranty. Customer assumes sole responsibility for results obtained in reliance on any such technical assistance.


7. Indemnification

7.1. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Synthego and its officers, agents, employees, and affiliates (“Synthego Indemnified Parties”) from and against any costs, losses, damages, expenses, or liabilities (including reasonable attorneys’ fees) arising out of or in connection with: (a) Customer’s use of the Evaluation Materials outside the scope of the permitted use in Section 1; (b) Customer’s breach of these Terms; (c) any third-party intellectual property claim arising from Customer’s use of the Evaluation Materials; (d) Customer’s gross negligence or willful misconduct; or (e) any claim that Customer’s use of Evaluation Materials infringes any third-party patent, copyright, or other intellectual property right.

7.2. Synthego Indemnification. Synthego shall indemnify, defend, and hold harmless Customer and its officers, agents, employees, and affiliates from and against any costs, losses, damages, expenses, or liabilities arising out of Synthego’s gross negligence or willful misconduct in connection with the provision of Evaluation Materials, except to the extent covered by Customer’s indemnification obligations under Section 7.1.

8. Limitation of Liability

8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, OR LOSS OF BUSINESS, WHETHER OR NOT THE PARTY HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. SYNTHEGO’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS IS LIMITED TO THE GREATER OF (A) THE FAIR MARKET VALUE OF THE EVALUATION MATERIALS PROVIDED TO CUSTOMER, OR (B) ONE HUNDRED U.S. DOLLARS (USD $100).

8.2. The exclusions and limitations in this Section 8 will not apply to the extent that liability cannot be limited or excluded pursuant to applicable law.


9. Export Control. Customer acknowledges that Evaluation Materials and related technical data received from Synthego are subject to the export control laws and regulations of the United States and other applicable jurisdictions (“Export Control Laws”). Customer represents and warrants that it will not, directly or indirectly, export, re-export, transfer, or otherwise dispose of any Evaluation Materials or related technical data to any destination, entity, or person prohibited by Export Control Laws or otherwise in violation of any Export Control Laws. Customer is solely responsible for compliance with all Export Control Laws applicable to Customer's receipt and use of the Evaluation Materials.


10. Term and Termination.

10.1. These Terms are effective upon Customer’s acceptance of the sample quotation or receipt of Evaluation Materials, whichever occurs first, and remain in effect until expiration of the Evaluation Period unless earlier terminated.

10.2. Synthego may terminate these Terms immediately upon written notice if Customer breaches any provision of these Terms. Upon termination, Customer shall immediately cease all use of Evaluation Materials, and shall return or destroy them upon Synthego’s written request in accordance with Section 4.1.

10.3. Sections 1 (use restrictions, to the extent applicable to retained know-how), 2, 3, 5, 6, 7, 8, 9, and 11 shall survive expiration or termination of these Terms.


11. General Provisions

11.1. These Terms are governed by and construed in accordance with the laws of the State of California, USA, without regard to conflicts of law provisions. Both Parties irrevocably consent to the exclusive jurisdiction of the state courts located in San Mateo County, California and the federal courts in the Northern District of California for any disputes arising under these Terms.

11.2. Customer’s relationship to Synthego under these Terms is that of an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the Parties.

11.3. Customer acknowledges that a breach of Sections 1, 2, or 5 of these Terms would cause irreparable harm to Synthego for which monetary damages would not be an adequate remedy, and that Synthego is entitled to seek equitable relief, including injunctive relief, in addition to all other available remedies, without requirement to post a bond or prove actual damages.

11.4. These Terms may not be assigned by Customer without Synthego’s prior written consent. Synthego may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its business.

11.5. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

11.6. These Terms, together with the applicable sample quotation, constitute the entire agreement between the Parties with respect to the Evaluation Materials and supersede all prior discussions, representations, and agreements relating to the same subject matter. Synthego reserves the right to update these Terms from time to time; any changes will not apply to Evaluation Materials already delivered under a previously accepted quotation.