Prototype Product Warranty

I.      INTELLECTUAL PROPERTY RIGHTS / USE RESTRICTIONS / LIMITED LICENSE.

  1. OWNERSHIP. The cells made by Cellular Dynamics International, Inc. (“Products” or “Prototypes”) are covered by pending patents and patents:  www.cellulardynamics.com/patents.  You (“Customer”) have a limited license to use the Products for internal research purposes for the sole benefit of the Customer, subject to the use restrictions and third party licenses included in these terms and conditions.  Customer acknowledges and agrees that the receipt or purchase of the Products by Customer shall not be construed as a transfer of any title or the grant of any rights in or to the intellectual property embodied in the Products owned or licensed by Cellular Dynamics.  In particular, no right or license to make, have made, offer to sell, or sell the Products, to modify or reproduce the Product or any part thereof, or to use the Products in combination with any other product(s) except product(s) provided or expressly licensed to Customer by Cellular Dynamics for such use is implied or conveyed by the sale or transfer of Products to Customer.
  2. USE RESTRICTIONS. The Products are licensed for internal research purposes only, and may not be used for any other purpose.  The Products must be used in accordance with any applicable Cellular Dynamics’ Product User’s Guides to which Customer hereby agrees.  Customer shall not make, have made, offer to sell, or sell the Products.  Customer shall not use the Products (or any modifications Customer makes to the Products or any cells derived, developed or expanded from the Products) in (i) the manufacture of any products, or (ii) any services for a third party.  Customer may not transfer the Products (or any modifications Customer makes to the Products or any cells derived, developed or expanded from the Products) to any third party without Cellular Dynamics’ prior written consent.  Customer shall not reverse engineer the Products.  Customer shall not use the Products, components or modifications thereof, or any cells derived, developed or expanded therefrom, in humans, in clinical trials, for diagnostic purposes involving human subjects, or for any investigational or other therapeutic use.  Customer shall not use the Products directly or indirectly to derive or make any human gamete or gamete precursor cell.  Customer shall use the Products in accordance with all applicable laws and regulations and any applicable institutional review board approved protocol and/or privacy office approval.  Customer is not entitled to receive any data or information from Cellular Dynamics that directly identifies the donor of the biological materials from which any of the Products indirectly are derived or was made.  Customer shall not attempt in any way to determine the identity of the donor of the biological materials from which any of the Products indirectly are derived or was made.
  3. DATA. Customer agrees that if described on Customer’s product quotation from Cellular Dynamics it will provide data and information as described therein to Cellular Dynamics regarding Customer’s use of the Prototypes.

II.     NO WARRANTY FOR PROTOTYPES.

THE PROTOTYPES ARE PROVIDED “AS IS” TO CUSTOMER.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CELLULAR DYNAMICS DISCLAIMS ALL REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND LIABILITY, AND CUSTOMER WAIVES ALL RIGHTS AND REMEDIES THAT OTHERWISE MAY BE AVAILABLE, WITH RESPECT TO THE PROTOTYPES.

III.    FURTHER LIABILITY LIMITATION.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, CELLULAR DYNAMICS SHALL NOT HAVE ANY LIABILITY FOR INCIDENTAL, COMPENSATORY, PUNITIVE, CONSEQUENTIAL, INDIRECT, SPECIAL OR OTHER SIMILAR DAMAGES, HOWEVER CAUSED AND REGARDLESS OF FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF CELLULAR DYNAMICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANY OTHER TERM OR IMPLICATION TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL CELLULAR DYNAMICS’ LIABILITY TO CUSTOMER EXCEED THE AMOUNT PAID BY CUSTOMER FOR THE PRODUCTS TO CELLULAR DYNAMICS.