Effective Date: October 3, 2019
2. Web Service.
NovoHelix provides the Web Service for current and prospective customers of NovoHelix’s genome engineering products and services. This includes software tools (the “Tools”). The Tools may generate designs, predictions, analytical results (including verifications of predicted results), or other data or materials (the “Analytic Results”). The term “Website”, as used herein, refers to our website at www.NovoHelix.com and any other related websites operated by NovoHelix, including the content, materials, services, and other features and functionality we make available through such websites. The Website is provided to you for general informational and/or research purposes only as further described in these Terms. NovoHelix may also make certain products and services available for purchase.
3. Accounts and Registration.
To access certain features of the Web Service, you may be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at the email address provided during your registration process.
Subject to your complete and ongoing compliance with these Terms, you may access and use the Web Service as provided by NovoHelix.
5. Data Ownership.
The Web Service may enable you to submit data or access data generated by NovoHelix on your behalf (“Your Data”) for various purposes, including guide RNA design and post-CRISPR editing sequence analysis. You retain all your ownership rights in Your Data, but NovoHelix may use Your Data to provide the Web Service to you and to improve the Web Service. NovoHelix may also de-identify Your Data and aggregate it with the data of other users of the Web Service, and NovoHelix may use the resulting aggregated, de-identified data set for any purpose. Accordingly, you hereby grant NovoHelix a non-exclusive, royalty-free, transferable, irrevocable, worldwide license to
(i) use Your Data to provide the Web Service to you and to improve the Web Service and
(ii) use Your Data in an aggregated and de-identified form for any purpose.
We sincerely appreciate your suggestions about how we can improve the Web Service, and would like the option to implement any suggestions that you give us. Accordingly, if you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Web Service (“Feedback”), then you hereby grant NovoHelix a non-exclusive, perpetual, irrevocable, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Web Service and to create other products and services.
NovoHelix may, but is not required to, provide you with technical and customer support for your use of the Web Service.
8. Intellectual Property Rights.
The Web Service and the content of the Web Service (including software) is protected by intellectual property laws in the United States and other jurisdictions. Nothing in these Terms gives you any right to copy or distribute any part of the Web Service or its content. Any rights not expressly granted herein are reserved by NovoHelix and its third-party licensors. No license or immunity under any third party intellectual property is either granted or implied by provision of access to and use of the Tools to you. In particular, no licenses to third party intellectual property relating to CRISPR-based systems, methods, or compositions are provided. It is solely your responsibility to determine whether you may be required to obtain any additional or third party intellectual property rights resulting to your use of the Tools, and to obtain such additional or third party intellectual property rights if required.
9. Links to Other Websites. Links to third party websites on our Website are provided solely as a convenience to you. If you use these links, you will leave our Website. By providing these links, we are not endorsing, adopting or agreeing with any of the content of the linked websites or the products or services of that third party. We do not review or control the content of third party websites and that content is not part of our Website. We expressly disclaim any responsibility for the content of any third party websites linked to our Website or the products or services of that third party. We do not make any representations regarding the content or accuracy of materials on third party websites or the products or services of third parties.
10. Terms and Conditions for Sale of Products and Services.
The order, purchase, and sale of any products or services from NovoHelix are subject to our Terms of Sale. Any offer for any product or service made on or through our Website is void where prohibited.
(11a) No Warranties.
Our Web Service and all content, data, designs, information, materials and software on our Web Service or generated through our Web Service, including the Tools and Analytic Results, are provided on an ‘as is’ basis without any express or implied warranties of any kind. NovoHelix, to the fullest extent permitted by law, disclaims all express and implied warranties including the implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Without limiting the generality of the foregoing, NovoHelix does not warrant the accuracy, reliability, completeness, lack of defects, or availability of the Tools, Analytic Results or any other content, data, designs, information, materials, services, software, or results obtained from the Web Service.
(11b) Medical Advice Disclaimer.
The Web Service, including the text, copy, audio, video, photographs, illustrations, graphics and other visuals on the Website, is for informational purposes only and does not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind. NovoHelix does not recommend or endorse any specific tests, products, procedures, opinions or other information that may be included in the Web Service or generated through its use, including through use of the Tools. The Web Service is for NON-CLINICAL RESEARCH USE ONLY, AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC, DIAGNOSTIC, PROPHYLACTIC, OR OTHER MEDICAL USE. The Web Service has not been subject to regulatory review by any government body or other organization, and NovoHelix does not validate the Web Service for therapeutic, diagnostic, prophylactic, or other medical use. You are solely responsible for determining whether the Web Service is suitable for your intended use, and your reliance on any information appearing on the Web Service or generated from the Tools or otherwise through the Web Service is solely at your own risk.
(11c) Use Outside of the United States.
NovoHelix makes no claims that the Web Service is appropriate or may be used outside of the United States. Access to the Web Service may not be legal by certain persons or in certain countries. If you access our Web Service from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. NovoHelix reserves the right to limit provision of our Web Service to any person, geographic region or jurisdiction and to limit the quantities of any products or services we provide.
12. Indemnification for Clinical and Other Medical Uses.
To the extent allowed by applicable law, you will indemnify, defend and hold harmless NovoHelix, its affiliates and each of their officers, directors, employees, distributors, and agents from and for any claim, loss, damage, expense or other liability (including reasonable attorneys’ fees and costs) arising from your use of the Web Service for any human or animal clinical, therapeutic, diagnostic, prophylactic, or other medical purpose.
13. Limitation of Liability.
In no event will NovoHelix or its affiliates, suppliers, or content providers be liable for any indirect, consequential, incidental, or punitive damages (including lost profits and damages resulting from lost data or business interruption) resulting from the use or inability to use our Web Service, the Tools or other software available on our Website, the materials or the results of use of or reliance on our Web Service, any websites linked to our Website, or any claim attributable to errors, omissions or other inaccuracies on our Web Service, whether based on warranty, contract, tort, or any other legal theory, and regardless whether NovoHelix is advised of the possibility of such damages. To the maximum extent allowable by law, the aggregate liability of NovoHelix to you for all claims arising out of or relating to the use of (or inability to use) the Web Service is limited to USD $100.
14. Compliance with Law.
You represent and warrant that you will use the Web Service and the Analytic Results in compliance with all applicable laws, regulations and governmental policies. You are solely responsible for obtaining all necessary approvals, licenses, and permissions that you may need related to such use.
These Terms will remain in effect until terminated. Either you or NovoHelix may terminate these Terms at any time with notice to the other party for any reason or no reason. If you choose to terminate these Terms, your notice of termination should be sent to NovoHelix or to such other address provided in a notice to you regarding a change in these Terms. Upon such termination,
(i) you must immediately cease using the Web Service and
(ii) Sections 5 through 17 of these Terms will survive.
16. Changes to the Web Service; Modifications of These Terms.
We may update or modify the Web Service in any manner from time to time in our sole discretion, including by discontinuing the Web Service or any feature thereof, without notice. We also reserve the right to revise these Terms or any portion of them at any time. If we make a change to these Terms that materially modifies your rights, we will attempt to notify you. If you do not agree with any change that we make to the Web Service or to these Terms, your sole remedy is to terminate these Terms and your use of the Web Service as set forth in Section 15.
17. Governing Law and Arbitration.
These Terms will be governed by and construed in accordance with the laws of the State of North Carolina, USA, without reference to its choice of law principles to the contrary or to the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of or related to this Agreement or the breach thereof, including whether any particular dispute is subject to arbitration hereunder, shall be finally settled by binding arbitration in English under the International Arbitration Rules of the International Centre for Dispute Resolution by one arbitrator sitting in Wake County, North Carolina, and appointed in accordance with said rules; except that either party may apply to any court of competent jurisdiction for injunctive relief. Judgment on the award rendered by the arbitrator may be entered in and enforced by any court of competent jurisdiction.
18. General Provisions.
If any provision or part of these Terms 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 Terms. Headings are for convenience only and shall not be used in the interpretation of these Terms. The word “including”, as used herein, is used by way of example and not by way of limitation. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without NovoHelix’s prior written consent. NovoHelix may assign these Terms at any time without notice or consent. The failure of either party to require performance of any provision will not affect the right to require performance at any other time after that, nor will a waiver by either party of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent allowable, and the other parts of these Terms will remain in fu