1. Ownership. The Material is and remains the exclusive property of Idylle.
Except if agreed otherwise in a future agreement by Idylle and Recipient, no express or implied licenses or other rights are provided to Recipient under any patents, patent applications, trade secrets or other proprietary rights of Idylle, including on any altered forms of the Material made by Idylle.
Idylle may use, exploit and/or transfer the Modifications and any intellectual property and/or ownership right relating thereto without limitation. Should Recipient wish to generate Modifications or to use Modifications generated in breach of this Agreement for any purpose, Recipient shall request appropriate rights from Idylle.
Recipient shall retain ownership and/or control of any results arising out of the performance of the research using the Material, subject to Article 4 of these Terms & Conditions.
Any sums unpaid within the due-date shall be subject to interest, at a rate equal to three (3) times the legal interest rate, per day late and payable from the day following the payment due-date.
In the event Recipient wishes to use the Material commercially, Recipient shall contact Idylle.
3. Supply of the Material. The Material is provided in the quantity indicated by Recipient and sent to the site of investigation designated by Recipient through the Idylle Platform during the purchase.
The Material is supplied on a non-exclusive basis and for “research use” only.
If Recipient wishes to use the Material for a “commercial use”, Recipient shall first request a commercial license to Idylle, which will come with an additional payment specified on the Idylle Platform. The grant of such commercial license shall be at Idylle’s sole discretion. Recipient acknowledges that nothing herein shall create or be construed to create any obligation for Idylle to enter into any other agreement with Recipient.
Recipient shall bear all risks, charges and costs for the export, import, transport, storage and use of the Material.
4. Use of the Material.
Recipient shall use at any time the Material in compliance with all applicable laws, rules, regulations, guidelines or principles in the country where the research using the Material is performed.
Recipient may use the Material for its research. In particular, Recipient may combine the Material with its own material.
However, Recipient shall not and under no circumstances:
a. use any Material for any purpose other than the performance of its research;
b. reverse engineer, generate, copy, reproduce, clone, express, derive, purify, isolate the Material or its sequences, composition or structural characteristics or attempt to do any of the foregoing;
c. use the Material for any clinical purpose including in vivo experiments for human subjects and more generally use the Material in humans or in animals or for food purposes;
d. modify, transfect, improve the Material (Modifications); and
e. file a patent or any other title on the Material, its composition, structure or properties.
Should Recipient wish to do any of the foregoing, Recipient shall first request an appropriate license from Idylle. Any result (including Modifications) generated in breach of this provision will be owned by Idylle.
5. Confidentiality. No confidential information will be communicated along with the transfer of the Material. However, Recipient may exchange information relating to the Material through the Idylle Platform with other recipients of Idylle. Such communication of information is at Recipient’s sole discretion and under its sole responsibility and liability.
6. Publication. Recipient is free to publish any information relating to its research using the Material. However, any publication of any information relating to the Material, its composition, structure shall be made with the prior consent of Idylle, unless such information is in the public domain. Any publication shall quote the original publication in which the Material has first been exposed, if any and and provide a reference to the Idylle Platform where Recipient ordered the Material.
7. Warranties. This Material is provided “as is” and Idylle does not make any warrantee or give any guarantee whatsoever with respect to the Material or its use. Recipient shall assume all liabilities for any damage which may arise from its use of the Material and indemnify and hold Idylle harmless from any third party’s claim in this regard. In particular, Recipient shall be liable and hold Idylle harmless from any third party’s claim regarding any damage caused by any unauthorized use mentioned in Article 4.
8. Dispute resolution. These Terms & Conditions shall be governed by the laws of France. The French court in Paris shall have sole jurisdiction for any litigation related to these Terms & Conditions, which have not been solved in an amicable way by Idylle and Recipient.
9. Term and recall. These Terms & Conditions shall remain in effect until recipient has used all the Material.
Idylle may recall the Material upon thirty (30) days’ prior notice to Recipient for safety reasons.
In such event, Recipient shall immediately discontinue its use of the Material and shall, according to Idylle’s instructions, return or destroy any remaining Material, Modifications or Confidential Information. Recipient shall have no right of retention.
10. Data. Idylle processes information of a personal nature, limiting these procedures to what seems legitimate and necessary and for the purpose of providing the required services. Idylle does not sell this information. Idylle only collects data that have been willingly communicated. Idylle uses collected data to reach the goals of these general terms.