Terms and Conditions for SilicoCyte Managed Evaluation Program (MEP)

Terms and Conditions for SilicoCyte MEP 1.Definitions: “Evaluator” means person or organization that registers for evaluating SilicoCyte under the Managed Evaluation Program. “Evaluation Kit” means all electronic, print or content in any other form that is submitted to the Evaluator as part of the Managed Evaluation Program. 2. Subject to the terms contained herein, Evaluator is granted a non-exclusive, non-transferable, royalty-free and limited license to use the Evaluation Kit internally for the purpose of testing the features of SilicoCyte. No license is granted to Evaluator for any other purpose. Evaluator may not sell, rent, loan or otherwise encumber or transfer the Evaluation Kit in whole or in part, to any third party. 3. Evaluator may not use the Evaluation Kit in any way not covered by the purpose including without limitation using it for commercial use. 4. SilicoCyte shall continue to own all rights, title and interest, including all intellectual property rights, in and to the Evaluation Kit. 5. This Agreement will be effective from the date on which Evaluator first makes use of the Evaluation Kit and will expire 40 days, unless terminated earlier as provided below. SilicoCyte® following a written request from the Evaluator may extend the Evaluation Period. In such instances, SilicoCyte® shall issue a “notification of extension” in writing to the evaluator. SilicoCyte® may terminate this Agreement immediately should Evaluator materially breach any of its provisions or take any action in derogation of SilicoCyte®’s rights to the Evaluation Kit or confidential information. Upon termination or expiration of this Agreement, Evaluator will immediately cease to use and destroy any copies of the Evaluation Kit and Confidential Information in its possession and provide SilicoCyte® a written statement certifying that Evaluator has done so. 6. Evaluator acknowledges that the Evaluation Kit may contain errors, omissions and inaccuracies and that SilicoCyte is under no obligation to support or assist in the use of the Evaluation Kit, or to provide Evaluator with updates or error corrections. SilicoCyte®, at its sole discretion may supply updates or technical support to Evaluator, these will be considered part of the Evaluation Kit, and shall be governed by the terms of this Agreement. 7. Evaluator expressly acknowledges and agrees that use of the Evaluation Kit is at its own risk and that the Evaluation Kit is provided "as is" without any warranties or conditions whatsoever. SilicoCyte® or its suppliers do not warrant that the Evaluation Kit is error free or will meet your requirements. You assume responsibility for selecting and using the Evaluation Kit, and for the results obtained from such use. SilicoCyte® Inc. and its suppliers disclaim all warranties, express or implied, including but not limited to warranties related to non-infringement, accuracy, implied warranties of merchantability and fitness for a particular purpose. In no event shall SilicoCyte® Inc. or its suppliers be liable for any damages whatsoever arising out of use or inability to use the Evaluation Kit, even if advised of the possibility of such damages. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent allowed by applicable law. 8. Any and all disputes arising out of or in relation to this Agreement shall be submitted to ordinary court proceedings of the State of Missouri, United States of America