48HOUR DISCOVERY INC.
Terms of Service
[Not intended for drug discovery, clinical development or other commercial use]
PLEASE READ THIS DOCUMENT CAREFULLY. BY CLICKING “I AGREE” BOX
BELOW, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL
TERMS INCORPORATED BY REFERENCE IN RESPECT OF THE 48HD SERVICES
THAT YOU HAVE REQUESTED (THE “SERVICES”).
1. Services and Service Results
48 Hour Discovery Inc. ("48HD") will perform the Services as listed in the accepted Request for Services and provide Client with the schematic and written material identifying the structures of up to fifty (50) Selected Hits for the Target (“Service Results”). Service Results do not include the Primary Libraries or the physical compounds (“Compound Ligands”) corresponding to the Selected Hits. “Selected Hits” means the chemical structures selected from the hits obtained from screening of peptide Primary Libraries against the Target and prioritized based on bioinformatics analysis of the sequencing data. 48HD will deliver the Service Results to Client within 2 months following 48HD’s receipt of the Target.
48HD will, at Client’s request and expense, assign to Client all of 48HD’s right, title and interest in the chemical structures described in the Selected Hits and any patents claiming such chemical structures, and will execute all instruments reasonably required by Client for the preparation, filing and prosecution of patent applications in any country or any division or continuation thereof or reissue of any patent issued on any such application.
Service Results do not include intellectual property developed by or utilized by 48HD to provide the Service, Client acquiring no interest in, or right to use, any such intellectual property as a result of this Agreement. 48HD acquires no interest in Compound Ligands. Unless otherwise agreed, Client is responsible for the synthesis of Compound Ligands and identification of any intellectual property rights required for the synthesis and the use of Compound Ligands. 48HD does not grant or transfer to Client any third-party rights required for synthesis and use of such Compound Ligands.
2. Use and Exclusivity
CLIENT WILL USE SELECTED HITS FOR RESEARCH PURPOSES ONLY AND NOT FOR HUMAN OR ANIMAL THERAPEUTIC OR DIAGNOSTIC USE. Client will not use any Selected Hits in commercial applications of any kind, including, without limitation, a drug discovery or clinical development program, manufacturing, quality control or commercial services such as reporting the results of your activities for a fee or other form of consideration without the written approval of 48HD.
48HD may use Primary Libraries to identify ligands for other targets without restriction. 48HD may use the Selected Hits for internal R&D purposes and for development of software and algorithms. Selected Hits may appear in service results provided to other clients marked as “Ligand(s) observed in prior screen(s)” without any reference to Client or the Target, and this disclosure will not constitute a breach of the obligation of confidentiality set out in Section 5.
Client will pay the Fees as determined in accordance with the accepted Request for Services
and the 48HD Fees.
48HD makes no representations or warranties, either express or implied, as to any matter including, without limitation, the existence or non-existence of competing technology, the condition, quality or freedom from error of the Services and Service Results or any part thereof, or its merchantability or fitness for any particular purpose and all warranties and conditions, expressed or implied, statutory or otherwise, are hereby disclaimed. Client assumes the risk of defects or inaccuracies in the Services and Service Results supplied by 48HD and 48HD will have no liability, consequential, special, punitive or otherwise which might arise from the use by the Client of the Services or Service Results or any other materials delivered hereunder. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Each of 48HD and Client may disclose information it considers confidential to the other to facilitate the Services. Each party will use reasonable efforts to treat and keep confidential, and cause its officers, servants and employees to treat and keep confidential, any such information received by it from the other marked “Confidential” and in no event will such efforts be less than the degree of care and discretion the recipient exercises in protecting its own confidential information. Confidential information of Client will include the Target (as defined in the Request for Services) and. All confidential information will be disclosed within the recipient’s organization on a “need to know” basis. Except as otherwise permitted pursuant to Section 2, 48HD will use reasonable efforts to treat the Service Results as confidential.
The obligation to keep confidential will however not apply to information which:
(a) was in recipient’s possession before receipt from discloser;
(b) is or becomes a matter of public knowledge through no fault of recipient;
(c) is rightfully received by recipient from a third party without a duty of confidentiality; or
(d) is disclosed by discloser to a third party without a duty of confidentiality on the third party.
Notwithstanding the foregoing, a recipient may disclose confidential information if such disclosure is required by law or by order of a court or administrative tribunal having jurisdiction provided recipient provides discloser with immediate notice of such requirement upon recipient’s receipt of notice of the same.
6. Term and Termination
Either Party may terminate this Agreement by written notice to the other having immediate effect in the event of the other Party being in material breach of any of the terms or conditions of this Agreement and, only where such breach is capable of remedy, failing to remedy such breach within 15 days of written notice requiring such breach to be remedied. Any such termination is without prejudice to or limitation of any other right or remedies the parties may have including the right of 48HD to collect sums due to it at the time of such termination and the right to retain any sums paid to the 48D prior to the time of such termination.
Without prejudice to any other rights or remedies that the parties may have, Client may terminate this Agreement on giving 48HD not less than 30 days’ written notice. On termination of this Agreement pursuant to this section Client will immediately pay to 48HD all of 48HD’s outstanding unpaid invoices and interest and, in respect of Services previously performed in accordance with the terms of the Agreement, which will be payable immediately on receipt of an invoice.
The Service may be terminated by 48HD prior to delivery of the Service Results on written notice from 48HD to Client and upon such termination 48HD will return the portion of the Service Fee that has been received by it from Client and Client will have no further rights or remedies under this Agreement.
Client will defend, indemnify and hold harmless 48HD (including its officers, employees, and agents) from all liabilities, demands, damages, expenses and losses arising out of the use by Client or by any party acting on behalf of or under authorization from Client of the Service Results or out of any use, sale or other disposition by Client, or by any party acting on behalf of or under authorization from Client of any product or technique which is the subject of the Service or is created or modified based on the Service Results.
In no event will 48HD be liable to Client for breaches of contract or for torts or otherwise arising from or in relation to this Agreement or the matters or activities dealt with herein in excess of the aggregate amounts paid by Client to 48HD pursuant hereto. 48HD shall not be liable to Client for any general, indirect or consequential damages or any economic losses of any kind, regardless of whether the liability to which such damages relate arises in contract, tort or otherwise in law. Neither party shall be liable for losses or damages resulting from the non-performance of its obligations under this Agreement for any reason or event (other than lack of finances) beyond the reasonable control of the party relying on such reason or event.
9. Controlling Law
This Agreement shall be interpreted in accordance with the laws in force in the Province of Alberta. The parties submit to the exclusive jurisdiction of the courts of the Province of Alberta.
10. Assignment, Amendment
This Agreement may not be assigned by either party without the written consent of the other party. No amendment or variation of this Agreement will operate to change or vary the terms, obligations, or conditions hereof except upon mutual agreement by both parties signed by authorized representatives of each party.
11. Relationship of Parties
48HD and Client are independent contracting parties and nothing in this Agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.