Terms Of Service

Terms and Conditions for Proteos products produced in collaboration with The Michael J. Fox Foundation (MJFF)

Applies to all “Recombinant Protein Products” on website, catalog items RP-001 through RP-008 only

I agree that pursuant to MJFF's (The Michael J. Fox Foundation) agreement with Proteos, the supplier of Parkinson’s disease-relevant proteins, these proteins may be used only for research purposes, and any commercial use of these proteins requires separate written agreement with the supplier and MJFF. I agree that the proteins will not be used in humans for the treatment or diagnosis of human disease.

PROTEOS, INC. TERMS AND CONDITIONS

The following Proteos, Inc. Terms and Conditions (“Terms and Conditions”) are binding upon you, your company, and you and your company's affiliates, subsidiaries, agents, and assigns, as applicable (together, the “Customer”) upon acceptance of these Terms and Conditions in connection with the purchase of Proteos Services (as hereinafter defined) through the online Proteos, Inc. (“Proteos”) portal. By clicking “ACCEPT” and completing an order, Customer acknowledges that it has read, accepts, agrees to be bound by, and creates a binding obligation to comply with, these Terms and Conditions. Acceptance of these Terms and Conditions creates a binding legal agreement between the Customer and Proteos and Proteos’ obligation to fulfill any order is conditioned on Customer’s acceptance hereof and compliance herewith. If Customer does not agree to these Terms and Conditions, Customer must click “DO NOT ACCEPT” and must not complete payment for the applicable order. These Terms and Conditions shall be effective when Customer clicks the “ACCEPT” button below.

  1. General: Proteos is a contract research organization (CRO) that specializes in the production, purification and analysis of high quality, research grade recombinant antibodies and proteins (“Product”). All such services, as listed on the Proteos website (www.proteos.com) as the same is subject to change from time to time in the sole discretion of Proteos, are cumulatively referred to as “Proteos Services.”

  2. Commercial Terms: Proteos’ obligation to perform any Proteos Services or to deliver any resulting Product, as requested by Customer, is subject to payment in full of the associated purchase price therefor and receipt of all required information, starting materials, and other documentation required to perform the Proteos Services (“Customer Materials”). Full payment is due net thirty (30) days from the date of the invoice. Absent good faith error, all prices provided through the Proteos portal are firm, final, and expressed in U.S. dollars. All taxes, if applicable, are included in the Proteos Services order summary. All shipping costs for Product resulting from the provision of the Proteos Services, including special handling for wet or dry ice, as applicable, shall be prepaid and are included in the applicable Proteos Services order summary. Notwithstanding anything to the contrary contained in these Terms and Conditions, all shipping costs are subject to change at any time and shall be calculated as a function of the destination, weight, and additional shipping requirements of Customer, and final calculation therefore is made by the shipper (FOB Origin – Prepaid and Add). Except as otherwise expressly provided herein, all sales are final and no refund of the purchase price applicable to any Proteos Services shall be given by Proteos. Notwithstanding the foregoing, in the event Customer cancels any order for Proteos Services, resulting in an incomplete or un-initiated project, Proteos may, in its sole discretion, provide a refund for any unperformed portion of the Proteos Services. Proteos reserves the right to refuse service and cancel orders for any Proteos Services in its sole discretion.

  3. Timeline for Performance of Proteos Services: The timelines provided through the Proteos portal represent the estimated time required to perform the applicable Proteos Services and complete and dispatch any resulting Product for delivery. The time period for such timeline starts upon receipt of Customer Materials from Customer, and ends with release to the applicable shipper of any resulting Product. Customer requests or empirical data that alter the anticipated workflow may result in extended timelines, and in no event shall Proteos be liable for failure to meet such estimated timelines unless otherwise agreed in writing.

  4. Shipping and Handling: Proteos may ship all items, including any Product resulting from provision of the Proteos Services, via FedEx, UPS, DHL, U.S. Postal Service or any other carriers, in its sole discretion, unless stated otherwise and expressly agreed by Proteos. All delivery times provided by Proteos or such third party carrier are estimates only. The risk of loss, damage and title for any shipped items, including Product resulting from the provision of Proteos Services, shall pass to Customer upon release of such shipped items to the shipper. Proteos agrees to provide commercially reasonable assistance in the form of coordinating with the shipper in the event a shipped item is delayed, lost or damaged, but in no event shall the foregoing impose liability therefore in any form upon Proteos.

  5. Sub-Contractors: Proteos may, in its sole discretion, engage sub-contractors for the provision of some or all aspects of the Proteos Services, provided, however, such sub-contractors shall be bound by confidentiality provisions at least as restrictive as those applicable to Proteos and Customer as set forth in these Terms and Conditions.

  6. Customer Materials: Customer hereby represents and warrants that all Customer Materials provided to Proteos and the use thereof in the performance of the Proteos Services shall not infringe the rights of any third party and, as applicable, are subject to a valid License Agreement with any third party holding rights therein that expressly allows for such use by Proteos. Proteos shall not be liable for verifying valid licensure of any such Customer Materials. Further, to the fullest extent possible, Customer hereby grants to Proteos and Proteos accepts from Customer, a non-exclusive, sub-licensable, royalty-free, worldwide license to use the Customer Materials in any manner and for any purpose relating to the provision of the Proteos Services for the period beginning with the receipt of the Customer Materials by Proteos and ending with the dispatch of any resulting Product.

  7. Indemnification: Customer shall defend, indemnify and hold Proteos, its employees, officers, agents, consultants, contractors, and licensors harmless from and against any and all losses, claims, damages, expenses or liabilities of any kind, including court costs and reasonable attorneys’ fees, arising out of or related in any way to the provision of the Proteos Services or any Product that may result therefrom, use of the Customer Materials in the provision or development thereof, or any breach of any of these Terms and Conditions. Proteos reserves the right, at the expense of Customer, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer shall cooperate with Proteos in asserting any available defenses.

  8. Restrictions on Use of any Product: Except as otherwise provided in writing, all materials produced by Proteos, including but not limited to the Product, shall be for internal research purposes only and not for human use or any commercial use. These Terms and Conditions and/or the purchase by Customer of Proteos Services that may result in Product shall in no circumstance be construed to grant the right to Customer for such human or commercial use, including, without limitation, any use in exchange for consideration of any kind, contract or fee-based research or manufacturing, or resale of any Product.

  9. Confidentiality: In the course of performing pursuant to these Terms and Conditions, each party may be exposed to or acquire unpublished materials or materials otherwise not released for general circulation to the public, plans, reports, data, and any other material or information indicated by the providing party to be confidential (“Confidential Information”). As defined herein, "Confidential Information" includes any and all technical and business information disclosed including but not limited to data, specifications, techniques, protocols, workflows, samples, results, and pricing information. Each party shall hold such Confidential Information in strict confidence and not disclose such Confidential Information to third parties, or use such information for any purpose other than for the purpose of performing such party's obligations pursuant to these Terms and Conditions, without the express written permission of the other party; provided, however, that such obligations shall not apply to otherwise Confidential Information that: (a) at the time of its disclosure is, or thereafter becomes, part of the public domain through a source other than the receiving party; (b) was known to the receiving party at the time of its disclosure from a source other than the providing party; (c) is independently developed by the receiving party; (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party; or (e) is required to be disclosed pursuant to a court order or government authority, whereupon the receiving party shall provide notice to the other party prior to such disclosure.

  10. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIABILITY OF PROTEOS, ITS EMPLOYEES, OFFICERS, AGENTS, CONSULTANTS, CONTRACTORS, AND LICENSORS TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND ARISING FROM THE SALE OR PROVISION OF THE PROTEOS SERVICES OR THE RESULTING PRODUCT SHALL BE STRICTLY LIMITED TO THE PRICE PAID BY CUSTOMER FOR THE APPLICABLE PROTEOS SERVICES. IN NO EVENT SHALL PROTEOS BE LIABLE FOR PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR PERSONAL INJURY, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PRODUCT RESULTING FROM PROVISION OF THE PROTEOS SERVICES, OR ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY IN OPERATION OR TRANSMISSION, OR COMPUTER VIRUS.

  11. Disclaimer of Warranties: ALL PRODUCT IS PROVIDED "AS IS." CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER’S USE OF ANY SUCH PRODUCT IS AT CUSTOMER’S SOLE RISK. THE PRODUCT AND THE PROTEOS SERVICES PROVIDED IN CONNECTION THEREWITH ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSLY OR BY IMPLICATION, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE. PROTEOS ONLY WARRANTS THAT IT SHALL PERFORM OR SUBCONTRACT FOR THE PERFORMANCE OF THE PROTEOS SERVICES. PROTEOS DOES NOT WARRANT THE RESULTS OF ASSAYS PERFORMED BY THE CUSTOMER OR ITS OUTSIDE CONTRACTORS. PROTEOS DOES NOT WARRANT THE DELIVERY OF SPECIFIC QUANTITIES OF PRODUCT OR THAT THE PERFORMANCE OF THE PROTEOS SERVICES WILL ULTIMATELY RESULT IN DELIVERY OF A PARTICULAR PRODUCT AS MAY BE DESIRED OR ANTICIPATED BY CUSTOMER AS A RESULT OF PERFORMANCE OF THE PROTEOS SERVICES. NOTWITHSTANDING THE FOREGOING, PROTEOS SHALL USE COMMERCIALLY REASONABLE EFFORTS WITHIN THE SCOPE OF THE SPECIFIED PROTEOS SERVICES TO ACHIEVE THE TARGETED AMOUNT AND SPECIFICATION OF PRODUCT STATED IN THE PROTEOS PORTAL.

  12. Force Majeure: Proteos shall not be liable for any delay or failure of performance, shall not be considered in breach, or otherwise be liable for any loss or damage suffered by Customer, including without limitation any damages for lost profits due to any failure or delay in performance, when such delay or failure arises or results from any cause beyond the reasonable control of Proteos, including, but not limited to acts of nature, power loss, strike, labor disputes, embargo, governmental regulation, or an inability or delay in obtaining materials. In the event that Proteos is wholly unable to perform, Customer’s sole remedy shall be strictly limited to the price paid by customer for the applicable Proteos Services.

  13. Choice of Law and Jurisdiction: These Terms and Conditions shall, for all domestic and international purposes, be governed, interpreted, construed, and enforced solely and exclusively in accordance with the laws of the State of Michigan, U.S.A., without regard to its conflicts of law provisions. The exclusive jurisdiction for any claim or action arising out of or relating to these Terms and Conditions, the Proteos Services, or Customer's use of the resulting Product, shall be in the state or federal courts located in Kalamazoo County, Michigan. Customer hereby consents to the exercise of personal jurisdiction of such courts.

  14. Relationship of the Parties: Proteos is an independent contractor. Nothing in these Terms and Conditions shall be construed to create a partnership, joint venture or agency relationship between the parties.