The purpose of these terms and conditions (the "Terms and Conditions") is to set forth the respective rights, obligations and responsibilities of Seegene, Inc., its subsidiaries and affiliates (collectively, the "Company") and Member regarding Member’s use of this website (www.sgoligo.com, hereinafter referred to as the “Website”) and all transactions via this Website between Company and Member (as defined in the definition section below) with respect to custom research solutions, including custom laboratory products and/or custom laboratory services (the “Service”).
For the purpose of these Terms and Conditions, the following terms shall have the meaning set forth below, unless a different meaning is plainly required by the context:
- "Member" refers to a user who (i) is authorized and eligible for SG Oligo and Service by submitting application on the Website, (ii) has unrestricted access to this Website, and/or (iii) purchase Company’s SG Oligo and/or Service.
- SG Oligo refers to a real-time PCR assay kit with protocols provided by Company to Members pursuant to the Terms and Conditions.
3. Website Usage
- By submitting an application to become an authorized user on the Website, Member agrees to be bound by these Terms and Conditions and Member represents and warrants that it is duly authorized to be so bound. The Terms and Conditions are subject to change without notice. Member is therefore advised to read these Terms and Conditions regularly. As Member, Member’s continued access and use of this Website after changes to the provisions are posted constitutes Member’s acceptance of such provisions as amended. If Member does not agree with these Terms and Conditions, please do not access, visit nor apply to become a Member on this Website.
- Terms or conditions contained in any order form or other document submitted by Member which are inconsistent with, or in addition to, these Terms and Conditions are hereby rejected by the Company and shall be deemed void and of no force or effect.
- Only Member who agrees to these Terms and Conditions are allowed to use the Service
- Member who does not agree with these Terms and Conditions is allowed to browse and view publically opened information on this Website, but access and use of the Service will be restricted.
- Once Member submits its application to become an authorized user on the Website, Company will review and determine whether to accept Member’s application. Please be noted that Company may, at its sole discretion, determine not to approve or cancel Member’s application.
- Company’s approval process may be delayed due to technical or operational issues, in which case Company will give a notice either by posting a notice on the Website or sending an email.
- Company will post these Terms and Conditions on the initial page of the Website so that Member may read and agree to it before proceeding with the Service.
- Company reserves the right to change these Terms and Conditions from time to time and in Company’s sole discretion. Company will notify Member when changes have been made by indicating the date the Terms and Conditions are last updated. When Member visits this Website, Member accepts the version of these Terms and Conditions in effect at that time. Company recommends that Member periodically revisit these Terms and Conditions to learn of any changes.
- If Member has any questions or comments regarding these Terms and Conditions, please contact at email@example.com
4. Personal Data Protection and Use
If Member creates an account, order SG Oligo, or otherwise send us data via Website, Member actively submits and Company collects information that pertains to Member, including Member’s name, organization, address, email address, phone number or images, by which the individual in question can be identified (“Personal Data”). Protection and use of Personal Data on this Website is subject to the Personal Information Protection Act (the “Protection Act”). In the event of any conflict between these Terms and Conditions and terms in the Protection Act regarding protection and use of Personal Data on this Website, terms in the Protection Act shall prevail.
5. SG Oligo Service
SG Oligo and Service is limitedly available for the Member residing in the Republic of Korea. Member’s eligibility to receive the Service will be subject to approval by Company. By filling out and submitting an order form on the Website, Member can place an order of SG Oligo. After reviewing the order, Company may
(i) send the Member a confirmation e-mail specifying Member Materials to be delivered to Company (the “Confirmation Notice”) or (ii) notify Member via email that the order has been declined or rejected. Company reserves the right to cancel any order upon any of the following occurrence:
(i) Member’s breach of these Terms and Conditions;
(ii) occurrence of any event leading Company to reasonably determine that the design or manufacture of SG Oligo requested by Member is impractical to be synthesized; and/or
(iii) occurrence of any event leading Company to reasonably question Member’s willingness or ability to proceed with the order. Furthermore, Company will cancel the relevant order without incurring any liability in case of Member’s putting wrong sequence information, or failure to put necessary information in order form. Once Company provides the Confirmation Notice to Member, the Member shall not cancel, revoke or change the order unless otherwise agreed by Member and Company.
6. Performance of Service
Company shall perform the Service as an independent contractor, using methods, material, equipment, and/or related intellectual property owned by or controlled by Company to provide Members with data and /or materials produced by Company as a direct result of the Service, as specified in this Website or other instruction (collectively “Deliverables”), which Deliverables may include data or materials that result from the use of materials supplied by Members (“Member Materials”). Company will make a good faith effort to start and complete all Service on time, and will notify Members if substantial delays are likely. Company will comply with all laws and regulations generally applicable to Service.
7. Member Materials and Data
Member will provide Company with Member Materials as specified in an instruction contained in the confirmation email to be sent by Company to Member, in compliance with applicable laws and regulations and in sufficient amounts needed by Company to perform the Service, including without limitation any certification or documentation of Member Materials reasonably requested by Company. The Member Materials, and all information about Member Materials, whether provided by Member or generated by Company in the performance of Service (such information collectively referred to as “Data”) shall be subject to the confidentiality in section 11 and use restrictions as set forth in section 8 hereunder. Upon completion of the Service, Company will maintain records of the Data for a period of no less than one (1) year. Company will use Member Materials and Data only for the purpose of the Service and will not modify nor reverse engineer Member Materials except as agreed therein. Unless otherwise agreed in writing, any Member Materials not consumed in the Service will be destroyed after six months. Company will not transfer Member Materials, in whole or in part, to any third party without Member’s prior written consent.
8. Use Limitations
Member agrees to use Deliverables only for Member’s lawful internal research purposes, not for any diagnostic purpose or for any commercial purpose. Member further agrees that Deliverables shall not be transferred to or commercially used by or for any third party, regardless of whether such transfer or commercial use of Deliverables is for research purposes of Members. Member agrees to comply with instructions furnished by Company relating to the use of Deliverables and not to misuse Deliverables in any manner.
Member shall pay Company for the Service within 30 days after the date of the respective invoice(s), which shall be sent to Member upon completion of the Service, according to the payment schedule and currency specified in the invoice. If Member defaults on any payment when due, Company, at its option and without prejudice to its other lawful remedies, may delay delivery, charge interest on undisputed amounts owed, and/or terminate the Terms and Conditions.
10. Ownership and Intellectual Property
As between Member and Company, except as otherwise expressly agreed, Member shall be the exclusive owner of
(i) the Data and (ii) Member Materials. Member shall not, by virtue of the Service performed hereunder, obtain any license or other rights in any Company’s technologies or know-how to
(i) use Deliverables other than as set forth in Section 8,
(ii) independently recreate the Deliverables or any materials that are proprietary to Company, even if used to perform the Service; and/or
(iii) sell or otherwise use the Deliverables for commercial purposes whether or not commercialized for research use; unless expressly agreed in a separate written contract between Member and Company. Company’s laboratory notebooks or other records maintained with respect to the Service shall be owned by Company, provided that if such notebooks or other records contain any Data or other confidential information of Member, such Data and confidential information will continue to be the property of Member, and the parts of the notebooks and records that contain Member confidential information will be subject to Company’s obligations of nonuse and confidentiality as set forth in section 11. Company does not warrant that Member’s use of content or materials contained in or displayed on this Website and/or Member’s use of Deliverables offered hereunder will not infringe intellectual property or other rights of third parties not owned by Company.
Company shall treat all Data and Member Materials as proprietary and confidential to Member, and will not disclose Data or Member Materials to any person except its employees, consultants, and subcontractors as necessary for purposes of providing the SG Oligo and/or performing the Service, and then only subject to a written confidentiality agreement that includes the requirements specified herein. If Company discloses any information or materials comprising Company technologies to Member, Member shall treat such information and materials as proprietary and confidential to Company. Each party shall protect the proprietary and confidential information or materials of the other party by using the same degree of care as such party uses to protect its own materials and information, but in any event no less than a reasonable degree of care. Notwithstanding any other provisions herein, however, each recipient party shall have no obligation to the other party for any information or material that is
(a) already known to the recipient party;
(b) publicly known other than by a wrongful act of the recipient party;
(c) received from a third party lawfully entitled to disclose it;
(d) disclosed pursuant to an enforceable order of a court or administrative agency;
and/or is independently developed by or for the recipient party.
12. Limitation of Liability
- Company’s sole warranty for the performance of Service is that the Service will be performed using due care in accordance with the Terms and Conditions and (b) laws, regulations and generally prevailing industry standards applicable to such Service; Company does not warrant or represent that the results of the Service will be acceptable to any regulatory agency to which they are presented or that they will advance the interests of Member. If Member believes that Company, in breach of its limited warranty, has made a material error in the Service that renders the results of such Service invalid, Member must notify Company of such error in writing, within one month after receipt of the final Deliverables for such Service; and as Member’s sole remedy for such error, Company shall either
(i) repeat the particular Service at Company’s own expense or
(ii) refund to Member the fees actually paid for the particular Service giving rise to the breach of warranty.
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS DIRECTORS, EMPLOYEES OR AGENTS, INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS WEBSITE AND/OR SERVICE WILL NOT BE LIABLE, UNDER ANY LEGAL THEORY (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR WARRANTY OF ANY KIND), ON WHATEVER BASIS, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, MULTIPLE, EXEMPLARY, PUNITIVE OR SPECIAL LOSS OR DAMAGES (HOWEVER CAUSED)(INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOOD WILL OR LOSS OF REVENUE) THAT MEMBER MIGHT INCUR UNDER THE CONTRACT OR THAT MAY ARISE FROM OR IN CONNECTION WITH MEMBER’S USE OF SG OLIGO, SERVICE AND/OR MEMBER’S ACCESS TO, VISIT OF OR USE OF THE WEBSITE, EVEN IF COMPANY WAS ADVISED OF OR HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE. IN ADDITION, COMPANY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT (HOWSOEVER ANY LOSS AND/OR DAMAGE IS CAUSED) OR SG OLIGO OR SERVICE, IS LIMITED TO THE AMOUNT, IF ANY, COMPANY IS DIRECTLY PAID BY MEMBER FOR SG OLIGO OR SERVICE.
- Without limiting the foregoing, Member recognizes that use and access of this Website is without warranty of any kind, and any materials and information on this Website are provided "as is".
- Company shall not be liable for any transaction between Members, or a Member and other third-party.
Except to the extent caused by the willful misconduct of Company, Member shall indemnify and hold harmless Company and its respective officers, directors, employees and agents (the “Indemnified Party”) from and against any and all expenses (including, but not limited to, reasonable attorney’s fees) and losses incurred by any such Indemnified Party in connection with any claim asserted by a third party arising out of or based on
(a) Member Materials or use thereof in performance of the Service; and/or
(b) any product or service of Member based in whole or part on Member’s reliance on Deliverables, or any portion or derivative thereof; and/or breach of the Section 8.
Company’s failure to strictly enforce any Terms and Conditions herein or to exercise any right with respect to Member’s order shall not constitute a waiver of Company’s right to strictly enforce such Terms and Conditions or exercise such right thereafter. All rights and remedies are cumulative and are in addition to any other rights and remedies Company may have at law or in equity. Any waiver of a default by Member shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter. If any of these Terms and Conditions shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
15. Governing Law and Dispute Resolution
These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Korea, without regard to its conflict-of-law provisions. Any dispute or claim arising out of or in connection with these Terms and Conditions which cannot be resolved amicably shall be brought exclusively and finally resolved by arbitration in accordance with the international arbitration rules of the Korean Commercial Arbitration Board (KCAB) and will be conducted in the English language.. The venue of arbitration shall be Seoul, Korea.