Terms and Conditions

 

1. Scope. These T&Cs apply to all enzymes, proteins, cells, constructs, genomes, vectors, plasmids, vehicle, or other medium, product substance, or formulation incorporating any of the same or component thereof, and other materials (the “Materials”) provided by Curie Co. Inc. (“Curie”) and its contract manufacturers for the account of Curie (“Manufacturers”) to you (“Buyer”). By ordering the Materials, you agree to be bound by these T&Cs. Information or recommendations regarding Materials are supplied under the condition that the Buyer will make its own determination as to its suitability prior to use. In no event will Curie be responsible for damages of any nature whatsoever resulting from Buyer’s use of or reliance upon information or recommendations or the Materials to which they relate. 
2. Permitted Use of Materials; Restrictions; Compliance with Laws. Except as otherwise indicated herein, Buyer may use the Materials, and any information and other materials directly or indirectly derived therefrom, solely to conduct noncommercial research in the field of personal care and in accordance with all applicable laws, rules, regulations, and any instructions provided with the Materials by Curie (the “Permitted Use”). Buyer shall not, nor permit any third party to, (i) reverse engineer, deconstruct, disassemble, sequence, or in any way determine the biological, chemical, or physical structure, or composition of the Materials; (ii) copy, alter, modify, reproduce, or otherwise design or create any copy, variant, or derivative of any of the Materials; or (iii) attempt, or permit a third party to attempt, to do any of the foregoing. Buyer shall not transfer, disclose, or otherwise provide access to any of the Materials to a third party unless Curie provides its prior written approval, which approval may be withheld in Curie’s sole discretion, provided, however, that Buyer may transfer or provide access to the Materials to its controlled subsidiaries and/or its/their contract research or manufacturing subcontractors (each a “Buyer-Controlled Third Party” and collectively the “Buyer-Controlled Third Parties”) solely for the Permitted Use on behalf of Buyer, subject to these T&Cs. Buyer may incorporate the Materials into formulations or test articles for research purposes, provided doing so is otherwise a Permitted Use. Materials are licensed for research purposes only. A separate commercial license is required for sale in any form. Materials are not intended for human consumption or therapeutic use. 
3. Intellectual Property. Subject to the terms and conditions of these T&Cs, Curie hereby grants to Buyer a non-exclusive, royalty-free, fully paid-up, worldwide license under Curie’s intellectual property rights in the Materials to use the Materials solely for the Permitted Use. Except as expressly set forth in these T&Cs, nothing in these T&Cs shall be deemed to grant or assign to Buyer any rights under any intellectual property or other proprietary rights of Curie. 
4. No Warranties. Unless a different warranty is provided with Curie’s product literature, Materials are preliminary and experimental in nature and are provided “as is,” without representation or warranty of any kind. Neither Curie nor its manufacturers make any promise or warranty that the Materials will meet Buyer’s requirements or that any results can be achieved. Curie, for itself and its manufacturers, expressly disclaims all warranties, express or implied, regarding the Materials, including, without limitation, any express or implied warranties of merchantability, fitness for a particular purpose, or that the Materials themselves or the use thereof alone or in combination with other products or in the operation of any process will not infringe any patent, copyright, trademark, or other proprietary rights of any third party. 
5. Miscellaneous. These T&Cs constitute and contain the entire understanding and agreement of Curie and Buyer with respect to the Materials provided under these T&Cs. These T&Cs supersede any and all prior and contemporaneous oral negotiations, understandings and agreements between the parties, including any purchase order or similar document issued by Buyer to Curie, regarding such Materials. By agreeing to these T&Cs, the Buyer represents and warrants that it has the authority to enter into these T&Cs on behalf of Buyer.  No waiver, modification or amendment of any provision of these T&Cs will be valid or effective unless made in writing and executed by a duly authorized representative of each party. A waiver by any party of any of the terms and conditions of these T&Cs in any instance will not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach hereof. These T&Cs shall be governed by and interpreted in accordance with the laws of the State of North Carolina, USA, excluding conflict of laws principles. In the event of any conflict between domestic and foreign laws, rules and regulations, the laws, rules, and regulations of the United States will govern. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any breach of these T&Cs by a Buyer-Controlled Third Party shall be deemed a breach by Buyer. This Agreement is made subject to any restrictions concerning the export of products or technical information from the United States or other countries that may be imposed on Curie and Buyer from time to time.  

06/24