Terms and Conditions for Online Sales

Last Updated: 11/01/2024

1. GENERAL TERMS

These Terms and Conditions (“Terms”) govern the online sale and purchase of products through RiboBio’s website (“Website”). By placing an order through our Website, you (“Buyer”) agree to these Terms. These Terms constitute the complete and exclusive contract between Buyer and RiboBio with respect to your purchase of the Products.

2. PRODUCT SUPPLY

2.1. Product Orders

  • Buyer may order catalog/off-the-shelf and/or custom products (“Products”) by providing a written request
  • For custom Products, Buyer must submit a sequence request form (“Sequence Submission”)
  • RiboBio will issue a quotation valid for 30 days unless otherwise stated
  • Orders must be confirmed by RiboBio in writing and may not be canceled unless specified in these Terms
  • In case of conflict between these Terms and any quotation, order, or other document, these Terms shall control

2.2. Cancellation Rights RiboBio may cancel any order if RiboBio determines (in its reasonable discretion) a need to do so for biosecurity, biosafety, patent infringement, export restrictions and/or feasibility reasons. Any such cancellation shall be without penalty, and prepaid amounts shall be refunded or credited toward future purchases.

3. SEQUENCE INFORMATION AND MATERIALS

3.1. Customer Sequence Information

  • Buyer must provide accurate and complete sequence information for custom Products
  • Buyer represents that it has all rights and permissions necessary to provide sequence information
  • All sequence information must comply with applicable biosecurity requirements

3.2. Restrictions and Warranties Buyer represents and warrants that no materials provided, and no Products ordered:

  • Contain toxins covered by Federal Select Agent Program regulations
  • Contain radioactive isotopes or hazardous materials
  • Violate export control regulations
  • Infringe third-party intellectual property rights

4. PRODUCT USE AND RESTRICTIONS

4.1. Research Use Only

  • Products are for CUSTOMER’S INTERNAL RESEARCH USE ONLY
  • Not for human or animal clinical, therapeutic, or diagnostic use
  • Not for commercial purposes
  • RiboBio does not validate products for clinical, therapeutic or diagnostic use
  • Customer is solely responsible for ensuring compliance with applicable laws and regulations

4.2. Suitability and Safety

  • Customer is responsible for determining product suitability for particular use
  • Customer must conduct necessary research to understand hazards
  • Customer must warn employees and authorized users of risks
  • Customer must comply with provided instructions
  • Safety Data Sheets (SDSs) available upon request

4.3. Label Licenses

  • Products may be subject to limited use label licenses
  • Customer agrees to comply with all Label Licenses provided with Products
  • Additional restrictions may apply as specified in documentation or labeling

4.4. No Reverse Engineering

  • Customer may not undertake deconvolution or reverse engineering
  • No competitive analysis of Products
  • No use in development of competitive products or services

4.5. Transfer Restrictions

  • No resale, transfer, or distribution to third parties
  • Limited transfer permitted to:
  • Authorized service providers performing research services
  • Bona fide collaborators with written agreements
  • Third parties must agree to these Terms in writing

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Ownership and Rights

  • Purchase conveys right to use Products subject to restrictions
  • RiboBio retains all intellectual property rights in:
  • Products
  • Manufacturing technology
  • Know-how
  • Improvements and modifications
  • Process and procedures

5.2. Limited License

  • RiboBio grants limited, non-exclusive, non-transferable license
  • License only for internal research purposes
  • No right to make or have made Products
  • No other intellectual property rights conveyed

5.3. Third-Party Rights

  • No license under third-party intellectual property implied
  • Customer responsible for obtaining additional rights if required
  • RiboBio makes no representation regarding third-party IP rights

6. TECHNICAL ASSISTANCE

6.1. Support Services

  • Technical assistance provided without warranty
  • Customer assumes sole responsibility for results
  • Information provided “as is” without guarantee
  • No warranty regarding technical guidance or recommendations

7. CONFIDENTIALITY AND PRIVACY

7.1. Confidential Information

  • Includes technical information, commercial information, pricing
  • Customer must maintain confidentiality
  • Use only for internal purposes
  • No disclosure to third parties

7.2. Privacy and Data Protection

  • No transfer of Protected Health Information (PHI)
  • Customer must not provide individually identifiable health information
  • Immediate notification required for inadvertent PHI transfer

8. INDEMNIFICATION

8.1. Customer Indemnification
Customer shall indemnify RiboBio against claims arising from:

  • Use or modification of Products
  • Customer’s instructions or specifications
  • Breach of Terms
  • Failure to obtain necessary rights
  • Gross negligence or misconduct

8.2. RiboBio Indemnification
RiboBio shall indemnify Customer against claims arising from:

  • Manufacturing defects
  • Gross negligence or willful misconduct
  • Breach of warranties

12. EQUITABLE RELIEF

Customer acknowledges that breach of Product Use Restrictions, Intellectual Property Rights, or Confidentiality obligations would cause irreparable harm to RiboBio, entitling RiboBio to equitable relief including temporary restraining orders and injunctions, without proof of actual damages or posting bond.

13. ASSIGNMENT

These Terms may not be assigned without prior written consent, except in connection with merger or acquisition. RiboBio may subcontract obligations without Customer’s consent while remaining responsible for performance.