Terms and Conditions
August 18, 2015
Terms and Conditions for NimbleDesign and RealTimeReady configurator tools
The following terms and conditions shall govern use of the NimbleDesign and RealTimeReady configurator tools provided by Roche and use of the NimbleDesign and RealTimeReady websites (together “Roche System”), and all customers and users of the Roche Systems (the “Customer”) agree to be bound by these terms and conditions:
1. Roche reserves the right to change, revise or improve upon the Roche System at any time; however, Roche makes no commitment to provide any such changes, updates, improvements, or other additions to the Roche System to Customer in a timely manner or at all. Roche reserves the right to discontinue providing the Roche System at any time and to delete all user data (including saved designs and any other data on the system) without notice. Roche may manufacture product designed by the Customer using the Roche System according to a design provided by Customer. Therefore Customer assumes full responsibility for such product’s design, including without limitation for such product’s fitness for a particular purpose or application, its compatibility with the workflow used by Customer, and its ability to actually function as projected or planned by Customer.
2. Customer warrants that the design provided by Customer is not covered by any third party’s rights (including without limitation intellectual property rights) and that no dispute with any third party regarding a possible infringement exists. Customer hereby indemnifies and shall hold harmless Roche and all affiliates of the Roche group from any and all losses, damages and claims, including but not limited to attorney fees and costs, arising from or related to Roche’s manufacturing and sale of products to Customer and Customer’s use or sale of such products.
3. By using the Roche System, Customer agrees to be solely responsible for the design of the library that may be manufactured by Roche. Roche makes no representation or warranty, express or implied, including non-infringement and any implied warranty of merchantability or fitness for a particular purpose.
4. Customer represents and warrants that its designs are intended for life science research only and agrees that its designs will not be used for diagnostic, prognostic or therapeutic uses.
5. Customer accepts full responsibility for the security of its data, libraries and any other information submitted by Customer in connection with its use of the Roche System.
6. Customer agrees to use the Roche System for Customer’s design purposes only and not to use the system for any other purpose. The Roche System including but not limited to the configuration tools, may not be licensed, leased, exchanged or bartered. Customer shall notify Roche immediately upon discovering any unauthorized use of the Roche System.
7. Customer agrees not to translate, reverse engineer, reverse compile, disassemble, make derivative works from, or in any way attempt to gain access to the underlying features of the Roche System, or to disable, improperly access or modify the system in any way. Customer acknowledges that Roche retains intellectual property rights in the Roche System, and agrees not to act in any manner that may infringe on these rights.
8. Customer agrees to comply with all applicable laws in its use of the Roche System.
9. Roche is not obliged to, but may in its discretion review or edit content, data or libraries created or accessed by Customer through Roche Systems for either accuracy or Customer’s intended purpose, and Customer is responsible to ensure the accuracy of content. Roche assumes no liability for such review or edits and may remove or restrict content which, in Roche’s sole discretion, may be illegal, may subject Roche or its affiliates to liability, or which otherwise violates these terms and conditions. Roche may cooperate in the investigation of any suspected or alleged crime, civil wrong, or infringement.
10. Roche is not responsible nor will it be liable in any way for Customer’s use of any software or equipment that is not supplied by Roche in connection with Customer’s use of Roche System and is not responsible for internet connectivity or any Customer hardware or software issues. Customer is responsible for understanding and using the software described and provided. Roche does not guarantee or warrant any results the Customer may achieve.
11. By using the Roche system, Customer authorizes and grants Roche a limited, non-exclusive, royalty-free, perpetual, world-wide license to: (1) reproduce, transmit, disclose, display and use Customer’s data, libraries, and information for the purpose of enabling Customer to use the Roche System; (2) process Customer requests and transactions, including without limitation development manufacturing and sale of products to Customer and third parties (3) monitor The Roche System for indications of unauthorized use; and (4) maintain and improve the system. Roche may disclose information to the extent (1) it is required to do so by law; (2) necessary to protect and defend the legal rights of Roche; or (3) required in order to comply with a judicial proceeding, court order, or government inquiry.
12. Customer’s submission of a design through the Roche System does not constitute an order. To place an order, design submissions must be transmitted to a Roche webstore or otherwise communicated to Roche through an ordering channel acceptable to Roche. All orders are subject to acceptance by the Roche sales affiliate in the country to which Customer’s products are to be shipped. Additional terms and conditions shall apply to any sale, manufacturing, and ordering of products based on designs and configurations that have been made using the Roche System.
13. This Roche System contains information on products which are targeted to a wide range of audiences and could contain product details or information otherwise not accessible or valid in Customer’s country. Please be aware that we do not take any responsibility for accessing such information which may not comply with any legal process, regulation, registration or usage in the Customer’s country of origin. Roche does not guarantee the sale or manufacture of any products based on designs and configurations made using the Roche System. Applicable terms and conditions may be found on the Roche Applied Science website (www.roche-applied-science.com) or requested from the Customer’s local Roche sales affiliate.
14. The use of the Roche System for any of the actions listed below shall constitute violations of these terms and conditions:
a) Transmission of information, material or designs that Customer does not have the right to make available to others, such as third party information or designs, proprietary and confidential information or information learned or disclosed as part of employment relationships or under nondisclosure agreements.
b) Intellectual property rights infringement by transmission of protected material, information or designs.
c) Actions that disrupt the Roche System or adversely affect the ability of others to use Roche System.
d) Actions that intentionally disrupt the Roche System, non-traditional end user activities, such as high volume transfers or data uploads, are prohibited.
Other similar actions may be likewise deemed to be violations; Roche shall be the sole arbiter of acceptable use of Roche Systems. Violation of these terms and conditions by Customer may result in the issuance of warnings, suspension or termination of access to Roche System, and/or legal action to enjoin violations and/or collect damages.
15. WARRANTY DISCLAIMER CUSTOMER ACKNOWLEDGES THAT THE ROCHE SYSTEM IS PROVIDED "AS IS, AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO THE QUALITY, PERFORMANCE OR FUNCTIONALITY OF THE ROCHE SYSTEM OR WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH USE OF THE ROCHE SYSTEM OR THAT THE ROCHE SYSTEM WILL BE UNINTERRUPTED OR ERROR-FREE. ROCHE DOES NOT WARRANT THAT THE ROCHE SYSTEM WILL BE PROVIDED FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS. ROCHE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY EACH FOR THE ROCHE SYSTEM AND THE PRODUCTS ROCHE MAY MANUFACTURE IN ACCORDANCE WITH CUSTOMER’S DESIGN. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THERE ARE SECURITY, PRIVACY AND CONFIDENTIALITY RISKS INHERENT IN INTERNET COMMUNICATIONS AND TECHNOLOGY AND ROCHE DOES NOT MAKE ANY ASSURANCES OR WARRANTIES RELATING TO SUCH RISKS. NO ADVICE FROM ROCHE OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY
16. LIMITATION OF ROCHE'S LIABILITY IN NO EVENT SHALL ROCHE OR ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES OR SUPPLIERS OR DISTRIBUTORS BE LIABLE UNDER ANY SECTION OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) WHETHER OR NOT ROCHE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. ROCHE SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY AND IN NO EVENT SHALL THE LIABILITY OF ROCHE TO CUSTOMER EXCEED ONE THOUSAND DOLLARS ($1,000.00). NO ACTION, REGARDLESS OF FORM, ARISING FROM USE OF THE ROCHE SYSTEM MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CAUSES DEATH OR PERSONAL INJURY, OR FOR FRAUD, GROSS NEGLIGENCE OR WILFUL DEFAULT AND, IN SUCH JURISDICTIONS, SUCH LIABILITY SHALL NOT BE LIMITED.
17. If any part of this agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to comply with the applicable laws, and the remainder shall have full force and effect.
18. Any failure by Roche to enforce any provision of this Agreement shall not constitute a waiver of any rights under such provision or any other provision of the Agreement.
19. If Customer is dissatisfied with the Roche System, or with any related terms, conditions, rules, policies or guidelines, Customer’s sole and exclusive remedy is to discontinue using the Roche System and terminate Customer’s account.
20. Reproduction of the protected content of the Roche website without the express written permission of Roche is strictly prohibited. Trademarks shown on the Roche System are owned by Roche unless otherwise stated.
21. The Terms and Conditions constitute the entire agreement between Roche and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions using the Roche System. Customer's additional or different terms and conditions will not apply.