sdRNA Reagent Terms and Conditions

Advirna, LLC. (”Advirna,” “us,” “our,” or “we”) licenses its sdRNA reagents (the "Product(s)") exclusively to research institutes, universities, businesses and other approved entities who have registered via the Advirna website, completed and signed a New Customer Account Form (each an “Authorized Licensee”)or otherwise purchased sdRNA reagent through Advirna’s website, quotation, purchase order or by any other means, under the following terms and conditions (the “Terms”). These Terms, together with our Privacy Policy, our price and sales quotation (a “Quote”) (if any), or our online order form (if ordering online) (a “Purchase Order”) (if any), form a contractual agreement between Advirna, the Authorized Licensee, and the person submitting a Purchase Order to Advirna (in either case, “you”), regarding Advirna’s provision and your license and use of the Products (the “Agreement”). Advirna’s duties and obligations under these Terms, including but not limited to invoicing and payment processing, may be performed by any Advirna designee. 

Advirna may amend these Terms at any time by posting amended Terms on the Advirna web site. The amended or updated Terms will be effective upon the date of posting, or such later date specified therein, and will apply to license(s) of Products made on or after that effective date. Advirna reserves the right to change the specifications of the Products, to add, discontinue or modify any Products offered on the website, the pricing for such Products or any other website content at any time, in Advirna’s sole discretion. You agree that these Terms will control in the event of a conflict with any terms in any Purchase Order, Quotation, or other relevant document. If you have any questions regarding the Agreement, please contact Advirna at orders@advirna.com. 

By submitting a Purchase Order or other acceptance of a sdRNA Reagent Quotation, you accept the terms of the Agreement on behalf of yourself and the Authorized Licensee; and represent and warrant that you are an agent of that Authorized Licensee and that you are authorized to enter into the Agreement on behalf of the Authorized Licensee. You acknowledge and agree that you may be personally liable to Advirna if you knowingly submit a Purchase Order, or otherwise obtain, possess, use, or access our Products if you are not an Authorized Licensee, or without proper authorization from an Authorized Licensee or us. 

THE PRODUCTS ARE FOR LICENSE AND USE ONLY BY THE AUTHORIZED LICENSEE AND FOR INTERNAL RESEARCH USE ONLY ANY OTHER USE IS STRICTLY FORBIDDEN. 

Intellectual Property Rights

Under this Agreement, the Authorized Licensee is granted a limited, nonexclusive, nontransferable, royalty- free license to use the Products solely for research use only (“RUO”) purposes. Products may not be used for diagnostic, clinical, therapeutic or other commercial purposes and may not to be administered to humans for any purpose, or to animals for diagnostic or therapeutic purposes. No right to make or resell any Product, (alone or in a panel or kit) is granted, whether expressly, by implication or by estoppel. The Products may not be synthesized, copied, modified, or altered, and may not be analyzed or reverse engineered to determine their sequence or structure. In the event that the Products are in any way altered, modified, or improved upon (“Product Improvement”), you hereby grant Advirna a worldwide, perpetual, exclusive, royalty-free license to make, have made, use and sell such Product Improvement. You acknowledge and agree that all intellectual property rights in the Products and in any Advirna technology, intellectual property and know-how used to make or useful for the manufacture or use of the Products will at all times remain vested in Advirna and its licensors and no license, patent, or any other rights are granted by Advirna to you, except those expressly granted herein. It is solely your responsibility to make sure the Products are suitable for your particular RUO use. We expressly disclaim any suitability for use in applications regulated by FDA. You represent and warrant that you comply with all applicable laws, regulations, guidelines, requirements, and procedures applicable to your use of Products in the Authorized Licensee’s facility and jurisdiction. Advirna is not responsible for any other approvals, intellectual property rights, licenses and permissions you may require for use in your intended application. 

Prices and Taxes

All prices are set forth on the Advirna website and are subject to change with or without notice. Any prices provided separately by Quote are valid for the period set forth in the Quote. Prices are exclusive of any duties, value added or other taxes. Prices do not include any taxes (including VAT), duties, levies or other government fees that may apply. If they apply, it will be your responsibility to pay them. If Advirna pays them, Advirna will add them to your invoice. The Authorized Licensee is also responsible for standard delivery and handling charges. Advirna will also add these charges to your invoice. 

Payment 

For purchases made through the Advirna website, payment is due in full at the time the order is placed. Payment on orders made via Quotation and Purchase Orders is due thirty (30) days from the invoice date. An interest charge equal to one and one half percent (1.5%) per month or the maximum interest rated permitted under applicable law will be added to any amounts not paid when due, calculated on a day-to-day basis until the actual date of payment. 

Delivery and Shipment

Once Advirna confirms your order, you may not cancel it without the approval of Advirna, which approval may be withheld in Advirna’s sole discretion, and subject to any cancellation charges that may apply. Delivery terms will be FCA Shipping Point (Incoterms 2010), unless otherwise agreed by us. Title and risk of loss for the Products will pass to you upon delivery to the carrier. Delivery dates are approximate. Failure to deliver by any specified date will not be sufficient cause for cancellation by you of your order, nor will Advirna be liable for any damages or losses arising out of delays in delivery. Advirna may deliver Products in installments and invoice separately for each delivery. If a shipment is delayed at your request, you will reimburse Advirna for all costs associated with such delay. Special packaging requirements, if agreed to in writing by Advirna, will be at your sole expense. Orders are shipped only Monday through Friday via carrier, with the specific date and carrier to be determined in Advirna’s sole discretion. 

Inspection and Returns

You will be responsible for inspecting all Products shipped hereunder, and you will give Advirna written notice of non-conforming or damaged Products within 10 days following receipt. If you fail to notify Advirna of non-conformance within such 10 day period, the Products will be deemed accepted by you. However, such acceptance will not be considered a waiver under the warranty provided in the Agreement. Advirna may, in its sole discretion, authorize Product returns. Except for defective Products covered under warranties expressly provided under this Agreement or due to Advirna shipment errors, you may not return Products to Advirna unless you make a return request within 30 days following the date you receive the Products, and Advirna, in its sole discretion, consents to the return in writing by issuing a return authorization number (obtained from Advirna's customer services department). If a return is authorized, then you will ship the Products to Advirna within 10 days following the date of authorization indicated by the return authorization number and you shall ship the Products DAP Destination (Incoterms 2010). Advirna will give the Authorized Licensee a credit for returned Products only if Advirna receives the Products, and inspects them and deems the Products to be re-saleable, as determined in Advirna's sole discretion. 

Limited Warranties and Disclaimer

Except as otherwise expressly provided in a separate, signed, written Agreement between you and Advirna, or as expressly provided by these Terms, Advirna warrants solely to the Authorized Licensee that the Products materially conform to Advirna's published specifications for such Products at the time of order submission. The warranty period is from the time Advirna delivers the Product until the earlier of either the Product’s expiry or “use by” date. ADVIRNA EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, SATISFACTORY QUALITY AND NON-INFRINGEMENT. THIS LIMITED WARRANTY PROVIDED HEREIN DOES NOT APPLY TO ANY DEFECT CAUSED BY FAILURE TO PROVIDE SUITABLE STORAGE, USE OR OPERATING ENVIRONMENT; USE OF NON-RECOMMENDED REAGENTS OR BIOCHEMICALS; THE USE OF ANY PRODUCT FOR A PURPOSE OR IN A MANNER OTHER THAN THAT FOR WHICH THEY WERE DESIGNED (AND IN ANY CASE, ANY PURPOSE OTHER THAN AN RUO PURPOSE); MODIFICATIONS TO THE PRODUCTS MADE BY THE AUTHORIZED LICENSEE; OR ANY OTHER ABUSE, MISUSE OR NEGLECT OF THE PRODUCTS BY THE AUTHORIZED LICENSEE. 

The warranty provided herein is valid only when the Products are used by properly trained individuals of an Authorized Licensee. All technical advice, documentation and information provided by Advirna, whether by phone, e-mail, website or any other channel is provided “AS IS” and without any warranty of any kind. It is your responsibility to determine if a Product is suitable for a specific purpose and to apply the necessary safety precautions. Your exclusive remedies under this warranty are: (i) replacement of the Product that failed to conform to the warranty above or (ii) at Advirna's option, a credit for the price paid for any conforming Product. 

Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY OF ADVIRNA UNDER THESE TERMS AND CONDITIONS (WHETHER BY REASON OF BREACH OF CONTRACT, TORT, INDEMNIFICATION, OR OTHERWISE, BUT EXCLUDING LIABILITY OF ADVIRNA FOR BREACH OF WARRANTY (THE SOLE REMEDY FOR WHICH WILL BE AS PROVIDED UNDER SECTION 6 ABOVE)) WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL PRICE PAID BY CUSTOMER TO ADVIRNA WITH RESPECT TO THE PRODUCT(S) GIVING RISE TO SUCH LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL ADVIRNA BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE OR PERFORMANCE OF ANY PRODUCTS (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE OF FACILITIES OR EQUIPMENT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF GOODWILL, ANTICIPATED OR OTHERWISE), REGARDLESS OF WHETHER ADVIRNA (A) HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) IS NEGLIGENT. THIS LIMITATION OF LIABILITY DOES NOT LIMIT ADVIRNA’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ADVIRNA’S NEGLIGENCE OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED BY LAW. 

Technical Advice

At your request, Advirna may furnish technical assistance, advice and information with respect to the Products for use at your own risk. It is expressly agreed that Advirna is under no obligation to provide such assistance or information and that any assistance or information that is provided will be subject to the warranty disclaimers set forth above. Advirna will not be liable to you for any technical assistance or information related to the products given by Advirna or any suggestions by Advirna regarding the use, selection, application or suitability of Products. 

Feedback 

All communications, feedback, questions, comments, suggestions, proposed features, and the like (collectively “Feedback”) will be considered non-confidential and non-proprietary with regard to you, but we reserve the right to treat any such Feedback as our confidential information. By submitting Feedback to us, you assign to us, free of charge, a perpetual, irrevocable, worldwide license to create derivative works, distribute, reproduce, perform, display, and otherwise use, any intellectual property rights or proprietary information and ideas contained within any such Feedback, including without limitation the right to sublicense or assign any of the foregoing. We will be entitled to use any Feedback you submit to us, and any ideas, concepts, know-how or techniques contained in any such Feedback, for any purpose whatsoever, including but not limited to developing and marketing products and services using such Feedback without restriction and without notifying or compensating you in any way. Do not send us any information or materials for which you do not wish to grant us such rights, including, without limitation, any confidential information or any original creative materials such as product ideas, written materials, photographs, original artwork, or computer code. You are responsible for the information and other content contained in any Feedback you submit to us, including, without limitation, their truthfulness and accuracy. 

Indemnity 

You shall defend, indemnify, and hold harmless Advirna and its affiliates and each of their respective owners, directors, officers, managers, employees, contractors, suppliers and representatives from all losses, costs, actions, claims, damages, expenses (including reasonable legal costs) or liabilities, that arise from or relate to your misuse of, or unauthorized access to, the Products, any violation of these Terms, or infringement by you or any third party to whom you provide access to the Products, of any intellectual property or other right of any person or entity (except to the extent that a court of competent jurisdiction holds that such claim arose due to the gross negligence or willful misconduct of Advirna). Advirna reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will provide reasonable assistance and cooperate with Advirna in asserting any available defenses and promptly pay all requests for payment. 

Confidentiality

You agree that all pricing, discounting and technical information that Advirna provides to you is the confidential and proprietary information of Advirna. You agree to (i) keep such information confidential and not disclose such information to any third party, and (ii) use such information solely for the Authorized Licensee’s RUO Purposes and in connection with the Products supplied hereunder. Nothing herein will restrict the use of information which is available to the general public. 

Governing Law

The Agreement is governed and construed in accordance with the laws of the country and state of Massachusetts notwithstanding its conflicts of laws provisions. Any cause of action brought by you, with respect to the Agreement, must be commenced within one (1) year after the claim or cause of action arises and instituted only in a state or federal court located in the city and county of Denver, Colorado, USA. The U.N. Convention on contracts for the International Sale of Goods is expressly disclaimed and excluded. In the event of legal proceedings between you and Advirna regarding the Products or the Agreement, the parties expressly agree to waive any right they may have to a trial by jury. 

Export Control

The Products and information provided by Advirna to you are subject to United States, European Union and other jurisdictional export-control laws and regulations. You may not, directly or indirectly, import, sell, export, re-export, transfer, divert, or otherwise dispose of any such Product or information (including products derived from or based on the Products or information) to any destination, entity, or person prohibited by United States, European Union or jurisdictional laws or regulations. The Products are only available to Authorized Licensees, not consumers; therefore, regulations promulgated under the EU Distance Selling Directive do not apply to this Agreement. By submitting a Purchase Order, you acknowledge and agree that you are not a consumer and Advirna has no obligation to you under such regulations. 

Miscellaneous 

The Agreement and associated documents incorporated herein constitute the entire agreement between Advirna and you with respect to your use and license of Products hereunder, except as the Agreement (i) may be amended from time to time by Advirna with or without notice, or (ii) if pursuant to your license of Products, this Agreement is superseded by any express conflicting terms or supplemented by any express additional terms in a separate written contract signed by authorized representatives of Advirna and you. No representative of Advirna or its distributor may create, modify or expand warranty provisions or remove any disclaimers applicable to the Products or make any representations as to the Products without a written agreement signed by an authorized representative of Advirna. Any such representation, creation, modification, removal or expansion, if made, should not be relied upon by you and does not form a part of the Agreement. Authorized Licensee and Advirna are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by the Agreement. This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with Advirna’s prior written consent, and then, only if to an Authorized Licensee. Advirna may assign, transfer or delegate any of its rights and obligations hereunder without consent. In the event that any one or more provisions contained herein will be held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will remain in full force and effect, unless the revision materially changes the bargain. Advirna's failure to enforce, or Advirna's waiver of a breach of, any provision contained herein will not constitute a waiver of any other breach or of such provision.