Stellaromics, Inc.

Terms and Conditions for Instrument, Reagents, and Services

Last updated: November 12, 2026

  1. Applicability.
    • These terms and conditions (these “Terms”) are the only terms that govern the sale of the Pyxa™ instrument (the “Instrument”), reagents (the “Reagents,” together with the Instrument, the “Goods”) and services (“Services”) by Stellaromics, Inc., a Delaware corporation (“Stellaromics”) to the customer named on the Quotation (as defined below) (“Customer”). Collectively Customer and Stellaromics are referred to as the “Parties” and individually as “Party.”
    • The accompanying quotation (the “Quotation”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement supersedes any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its purchase order or such terms. Stellaromics expressly rejects Customer’s general terms and conditions of purchase, and fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions or serve to modify or amend these Terms. Acceptance of the Quotation by Customer is a prerequisite to the purchase of the Goods and Services, and shall operate as an acceptance of these Terms which are expressly incorporated into the Quotation. The Customer shall be deemed to have accepted the Quotation and these Terms by signing these Terms in the signature block provided on the last page hereof.
    • The Parties acknowledge and agree that these Terms apply to any Goods and Services identified in the Quotation. In the event the Quotation only identifies Goods but not Services being purchased by Customer, or vice versa, only the applicable terms relating to the Goods or Services, as applicable, shall apply.
    • Either Party may request a change in any Services by submitting a request to the other Party in writing, and Stellaromics shall proceed with such change to the Services upon execution of a change order by both Parties.
  2. Research Use Only; Restrictions on Use
    • The Goods and Services are for Research Use Only (RUO) and are not approved, intended, or authorized for use in diagnostic, therapeutic, or clinical applications. The Customer is strictly prohibited from utilizing the Goods and Services for any purpose involving patient diagnosis, treatment, or clinical decision-making. The Customer assumes all responsibility for ensuring compliance with applicable regulatory requirements.
    • Limited License to Use Goods. Subject to this Agreement, the purchase of Goods conveys to Customer only a limited, non-exclusive, non-transferable right to use the purchased Goods for Customer’s internal research, in accordance with Stellaromics’ then-current user manuals, protocols, package inserts, and other product documentation for the Goods (together with the Documentation, the “Product Documentation”) and any label license accompanying the Goods, and solely (i) in the case of the Reagents, with the Instrument and the Software, and (ii) in the case of the Instrument, with Reagents and other consumables supplied by Stellaromics or specified or approved by Stellaromics in the Product Documentation or in writing. No right or license under any patent or other Intellectual Property Rights (as defined in Section 17(a)) owned or controlled by Stellaromics is granted or implied, whether by implication, estoppel, or otherwise, other than as expressly set forth in this Agreement, including any right to use the Goods in combination with products or materials not supplied, specified, or approved by Stellaromics. The conditions in this Section 2 are bargained-for conditions of sale and are reflected in the Prices.
    • Prohibited Activities. Except as expressly permitted by Stellaromics in writing, Customer shall not, and shall not permit any third party to: (i) reverse engineer, disassemble, decompile, design around, or otherwise attempt to derive the composition, sequences, structure, design, or method of operation of any Goods; (ii) sequence, separate, extract, isolate, or analyze any component of any Reagent, or subject any Goods to any analysis not expressly authorized in the Product Documentation; (iii) modify, repackage, or relabel any Goods; or (iv) remove, alter, or obscure any proprietary notice or label on any Goods.
    • Competitors. Customer shall not, and shall not permit any third party to: (i) provide, sell, transfer, disclose, or otherwise make available any Goods, Software, Product Documentation, or Stellaromics Proprietary Data to any Competitor or to any person acting on behalf of a Competitor; or (ii) use any Goods, Software, Product Documentation, Stellaromics Proprietary Data, or Instrument Data to develop, validate, or improve any product or service that competes with the Goods, the Software, or the Services, or to derive or attempt to derive the probe design, chemistry, barcoding scheme, or method of operation of the Goods. “Competitor” means any person or entity (other than Stellaromics and its affiliates) that develops, manufactures, or commercializes instruments, reagents, or software for spatial transcriptomics, spatial proteomics, or in situ molecular imaging, together with its affiliates. “Stellaromics Proprietary Data” means probe and oligonucleotide sequences, barcode and codebook designs and decoding keys, Performance Data (as defined in Section 16(e)), and other data or metadata generated by or embedded in the Goods or the Software that reflect the design, chemistry, or performance of the Goods or the Software, but excludes Customer’s biological data and experimental results. Nothing in this Section 2(d) restricts Customer from publishing its experimental results, or from depositing Instrument Data in public repositories, for scientific purposes (including as required by Customer’s funders or by the publishers of its scientific works), provided that such publication or deposit does not disclose Stellaromics Proprietary Data.
    • No Resale or Transfer. Customer shall not resell, lease, lend, donate, or otherwise transfer any Goods to any third party, or relocate the Instrument outside the country to which it was delivered, without Stellaromics’ prior written consent. Any permitted transfer of the Instrument is conditioned on the transferee agreeing in writing to be bound by this Section 2 and Section 16.
    • Mandatory Rights; EU Data Act. The restrictions in this Section 2 and in Section 16(b) apply to the maximum extent permitted by applicable law. If Customer believes that mandatory applicable law (including laws implementing Directive 2009/24/EC or Regulation (EU) 2023/2854 (the “EU Data Act”)) entitles it to take any action otherwise restricted by this Agreement, Customer shall give Stellaromics at least thirty (30) days’ prior written notice, together with any information reasonably requested by Stellaromics, before exercising such right, so that Stellaromics may offer alternatives. To the extent the EU Data Act applies to the Goods or the Services: (i) Stellaromics identifies the Stellaromics Proprietary Data as its trade secrets; (ii) before any such data is made available to Customer or to any third party designated by Customer, Customer shall implement, and shall cause such third party to implement, the confidentiality and technical and organizational measures reasonably specified by Stellaromics to preserve the confidentiality of such trade secrets, and Stellaromics may withhold or suspend the sharing of such data where such measures are not agreed or implemented, to the extent permitted by the EU Data Act; and (iii) Customer shall not, and shall not permit any third party to, use any data obtained under the EU Data Act to develop a product that competes with the Instrument, or to derive insights about the economic situation, assets, or production methods of Stellaromics.
    • Remedies. Customer acknowledges that any breach of this Section 2 or Section 16(b) would cause Stellaromics irreparable harm for which monetary damages would be an inadequate remedy, and that Stellaromics shall be entitled to seek specific performance and injunctive and other equitable relief, without the necessity of posting bond to the extent permitted by law, in addition to all other remedies available at law or in equity. Nothing in this Agreement limits Customer’s liability for any breach of this Section 2, Section 16, or Section 18.
  3. Delivery of Goods and Performance of Services.
    • Unless otherwise agreed in writing by the Parties, the Goods will be delivered within a reasonable time after Stellaromics’ receipt of Customer’s purchase order or Customer’s acceptance of the Quotation. Any delivery dates given by Stellaromics are estimates only and are subject to shipping and other variations.
    • Unless otherwise agreed in writing by the Parties, Stellaromics shall deliver the Goods to the delivery point specified in writing by Customer on Customer’s purchase order (the “Delivery Point”) using Stellaromics’ standard methods for packaging and shipping such Goods. Customer shall take delivery of the Goods within 2 days of Stellaromics’ written notice that the Goods have been delivered to the Delivery Point. Customer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. Customer is responsible for fees associated with not taking timely delivery of the Goods, such as storage fees.
    • Stellaromics may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Customer. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order.
    • With respect to the Services, Customer shall (i) cooperate with Stellaromics in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by Stellaromics, for the purposes of performing the Services; (ii) respond promptly to any Stellaromics request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Stellaromics to perform Services in accordance with the requirements of this Agreement; and (iii) provide such Materials (as defined below) or information as Stellaromics may reasonably request to carry out the Services in a timely manner and ensure that such Materials or information are complete and accurate in all material respects.
    • In connection with this Agreement, Customer may deliver to Stellaromics a quantity of materials (the “Materials”), at Customer’s expense, in order for Stellaromics to perform the Services. Customer represents and warrants that it has all rights and has obtained all consents required under applicable laws to provide the Materials to Stellaromics. Customer agrees that the Materials will not be returned to Customer following the Services, unless otherwise agreed by Stellaromics and Customer. All Materials are provided on an “as-is” basis without any warranty or guarantee whatsoever. All Materials shall be coded and de-identified by Customer prior to transfer to Stellaromics in accordance with privacy standards under applicable laws and regulations. Customer agrees that the Materials will not contain any personally identifiable information. The transfer of the Materials hereunder grants no rights to Stellaromics other than those specifically set forth herein.
    • Custom Gene Panels. Stellaromics may offer Reagents designed by Stellaromics to target genes or other polynucleotide sequences specified by Customer (“Custom Genes”) for use with the Instrument (such Reagents, “Custom Panels”). The identity of Customer’s Custom Genes is the Confidential Information of Customer, subject to the exclusions set forth in Section 18. By submitting Custom Genes to Stellaromics, Customer represents that it has the right to do so and grants Stellaromics the right to use the Custom Genes to design, manufacture, test, and provide the Custom Panels to Customer. Notwithstanding Section 18, Stellaromics may use general or aggregated Custom Gene data that does not identify Customer or disclose Customer’s specific Custom Genes for product development and market research purposes. Customer acknowledges that third parties may submit similar or identical genes or sequences to Stellaromics, and nothing in this Agreement restricts Stellaromics’ right to provide custom panels or other products targeting the same or similar genes or sequences to such third parties or to include them in Stellaromics’ standard products. All probe designs and sequences and other design work used in or for any Custom Panel are Stellaromics Proprietary Data and remain the property of Stellaromics; provided that, notwithstanding Section 2(d), Customer may publish the identity of its Custom Genes and the probe sequences of its Custom Panels for scientific purposes in connection with the publication of its experimental results, but not any codebook, decoding key, or other Stellaromics Proprietary Data. Stellaromics may decline any Custom Gene or design request in its discretion. Custom Panels are made to order: once Stellaromics has begun synthesis of a Custom Panel, the order for that Custom Panel may not be cancelled, and Custom Panels may not be returned except as provided in Section 7(b). The specifications for a Custom Panel are those set forth in the Quotation or otherwise agreed in writing, and Stellaromics does not warrant that any particular Custom Gene will be detected or will achieve any particular level of performance except as expressly stated in those specifications.
  4. Shipping Terms. Delivery of the Goods shall be made FOB Delivery Point.
  5. Title and Risk of Loss. Title and risk of loss pass to Customer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Customer hereby grants to Stellaromics a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Massachusetts Uniform Commercial Code.
  6. Customer’s Acts or Omissions. If Stellaromics’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Stellaromics shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
  7. Inspection and Rejection of Nonconforming Goods.
    • Customer shall inspect the Goods within 5 days of receipt (“Inspection Period”). Customer will be deemed to have accepted the Goods unless it notifies Stellaromics in writing of any Nonconforming Goods (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Stellaromics. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in the Quotation; or (ii) product’s label or packaging incorrectly identifies its contents.
    • If Customer timely notifies Stellaromics of any Nonconforming Goods, Stellaromics shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Customer in connection therewith. Customer shall ship, at Stellaromics’ expense and risk of loss, the Nonconforming Goods to Stellaromics’ facility specified in the Quotation. If Stellaromics exercises its option to replace Nonconforming Goods, Stellaromics shall, after receiving Customer’s shipment of Nonconforming Goods, ship to Customer, at Stellaromics’ expense and risk of loss, the replaced Goods to the Delivery Point.
    • Customer acknowledges and agrees that the remedies set forth in Section 7(b) are Customer’s exclusive remedies for Nonconforming Goods. Except as provided under Section 7(b), all sales of Goods to Customer are made on a one-way basis and Customer has no right to return Goods purchased under this Agreement to Stellaromics.
  8. Price.
    • Customer shall purchase the Goods and Services from Stellaromics at the prices (the “Prices”) set forth in the Quotation.
    • Customer agrees to reimburse Stellaromics for all reasonable travel and out-of-pocket expenses incurred by Stellaromics in connection with the performance of the Services.
    • All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, Stellaromics’ income, revenues, gross receipts, personnel, or real or personal property or other assets.
  9. Payment Terms.
    • Unless otherwise agreed to in writing by the Parties, Stellaromics shall invoice Customer the Prices upon delivery of the Goods to the Delivery Point, or upon completion of the Services. Customer shall pay Stellaromics all invoiced amounts due within 30 days after the date of Stellaromics’ invoice, unless otherwise set forth in the Quotation. Notwithstanding the foregoing, Stellaromics may require Customer to pay Stellaromics 50% of the Price of the Services prior to the start of the Services, and the remaining 50% of the Price of the Services upon completion of the Services. Customer shall make all payments hereunder by wire transfer or other mutually agreed upon payment methods and in US dollars.
    • Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. Customer shall reimburse Stellaromics for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
    • Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Stellaromics, whether relating to Stellaromics’ breach, bankruptcy, or otherwise.
  10. Limited Warranty. Stellaromics warrants to Customer that:
    • for a period of 1 year from the date of shipment of the Instrument (the “Instrument Warranty Period”), the Instrument will materially conform to Stellaromics’ specifications provided to Customer in writing and will be free from material defects in material and workmanship;
    • for a period from the date of shipment through the end of the shelf life of the Reagent (together with the Instrument Warranty Period, the “Warranty Period”), the Reagent will materially conform to Stellaromics’ specifications provided to Customer in writing; and
    • EXCEPT FOR THE PRODUCT WARRANTIES SET FORTH IN SECTIONS 10(a) AND 10(b), STELLAROMICS MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    • Stellaromics warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
    • EXCEPT FOR THE SERVICES WARRANTIES SET FORTH IN Section 10(d), STELLAROMICS MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
    • Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third Party Products are not covered by the warranty in Sections 10(a) and 10(b). For the avoidance of doubt, STELLAROMICS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    • Stellaromics shall not be liable for a breach of the warranties set forth in Sections 10(a), 10(b) or 10(d) unless: (i) Customer gives written notice of the defective or non-conforming Goods or Services, as the case may be, reasonably described, to Stellaromics within 30 days of the time when Customer discovers or ought to have discovered the defect; (ii) if applicable, Stellaromics is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Sections 10(a) and 10(b) to examine such Goods and Customer (if requested to do so by Stellaromics) returns such Goods to Stellaromics’ place of business at Stellaromics’ cost for the examination to take place there; and (iii) Stellaromics reasonably verifies Customer’s claim that the Goods or Services are defective or non-conforming.
    • Stellaromics shall not be liable for a breach of the warranty set forth in Sections 10(a) or 10(b) if: (i) Customer makes any further use of such Goods after giving such notice; (ii) the defect arises because Customer failed to follow Stellaromics’ oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Goods; (iii) Customer alters or repairs such Goods without the prior written consent of Stellaromics; or (iv) Customer fails to provide the connectivity or remote access required under Section 16(e), to the extent such failure prevents Stellaromics from diagnosing or remedying the defect.
    • Subject to Sections 10(g) and 10(h) above, with respect to any such Goods during the Warranty Period, Stellaromics shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Stellaromics so requests, Customer shall, at Stellaromics’ expense, return such Goods to Stellaromics.
    • Subject to Section 10(g) above, with respect to any Services subject to a claim under the warranty set forth in Section 10(d), Stellaromics shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.
    • THE REMEDIES SET FORTH IN Sections 10(i) AND 10(j) ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND STELLAROMICS’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN Sections 10(a), 10(b) AND 10(d), RESPECTIVELY.
  11. Limitation of Liability.
    • IN NO EVENT SHALL STELLAROMICS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT STELLAROMICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    • IN NO EVENT SHALL STELLAROMICS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO STELLAROMICS FOR THE GOODS AND SERVICES SOLD HEREUNDER.
    • The limitation of liability set forth in Section 11(b) shall not apply to (i) liability resulting from Stellaromics’ gross negligence or willful misconduct and (ii) death or bodily injury resulting from Stellaromics’ acts or omissions.
  12. Intellectual Property Indemnification. Stellaromics shall, at its expense, defend, indemnify and hold harmless Customer against any and all loss, damage, liability, claim, action, judgment, award, penalty, fine, cost or expense, including reasonable attorney fees arising out of or in connection with any claim that Customer’s possession or approved use of the Goods or approved use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. Stellaromics shall have no obligation under this Section 12 to the extent any claim arises from: (i) any modification of the Goods, Software, or Deliverables made by or for Customer other than by Stellaromics; (ii) the combination or use of the Goods or Services with any products, materials, methods, or data not supplied, specified, or approved in writing by Stellaromics, where the claim would not have arisen but for such combination or use; (iii) any use of the Goods or Services other than in accordance with this Agreement and the Product Documentation; (iv) Stellaromics’ compliance with any designs, specifications, Materials, or instructions provided by Customer; or (v) Customer’s continued use of the allegedly infringing item after Stellaromics has made available a non-infringing modification or replacement. Stellaromics’ obligations under this Section 12 are conditioned on Customer (A) giving Stellaromics prompt written notice of the claim, (B) granting Stellaromics sole control of the defense and settlement of the claim, and (C) providing reasonable cooperation, at Stellaromics’ expense. If the Goods or Services become, or in Stellaromics’ opinion are likely to become, the subject of such a claim, Stellaromics may, at its option and expense, (1) procure for Customer the right to continue using them, (2) modify or replace them so that they become non-infringing, or (3) if neither of the foregoing is commercially reasonable, accept the return of the affected Goods and refund the price paid for them, less depreciation of the Instrument on a five (5) year straight-line basis. This Section 12 states Stellaromics’ entire liability, and Customer’s sole and exclusive remedy, for any actual or alleged infringement or misappropriation of third-party intellectual property rights.
  13. Compliance with Law. Customer shall comply with all applicable laws, regulations, and ordinances. Customer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. The Goods, Software, and related technology are subject to U.S. export control and economic sanctions laws and regulations, including the Export Administration Regulations and the regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and may be subject to the export and import laws of other countries. Customer shall not export, re-export, or transfer (including in-country) any Goods, Software, or related technology (i) to any country or region subject to comprehensive U.S. sanctions, (ii) to any person or entity identified on any U.S. or other applicable restricted-party list, or (iii) for any prohibited end use, including the development or production of chemical, biological, or nuclear weapons or missiles, in each case without all required governmental authorizations. Customer represents that it is not, and is not owned or controlled by, any such restricted person or entity, and shall use the Goods only for peaceful, non-military purposes. Stellaromics may suspend or cancel any delivery, installation, or Services, without liability, if it reasonably believes that performance would violate any such law.
  14. Termination. In addition to any remedies that may be provided under these Terms, Stellaromics may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement and such failure continues for 15 days after Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. Upon termination of this Agreement, Customer’s license rights will terminate, and Customer must immediately cease all use of the Software and Documentation and delete all copies of the Software and Documentation in Customer’s possession.
  15. Waiver. No waiver by Stellaromics of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Stellaromics. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement by Stellaromics operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder by Stellaromics precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege by Stellaromics.
    • License to Software. In connection with the provision of the Instrument and/or Services related thereto, Stellaromics may also make available to Customer Stellaromics’ software application (the “Software”) for analyzing, visualizing, translating, and exporting data that is generated by Customer through the use of the Instrument purchased by Customer, or if applicable, produced by Stellaromics through use of an Instrument on Customer’s behalf (“Instrument Data”). Subject to the terms and conditions of this Agreement, Stellaromics grants to Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right and license to install and use the Software on compatible devices owned or controlled by Customer, in object code form only, solely for the purpose of reviewing, analyzing, and exporting Customer’s Instrument Data. Customer acknowledges and agrees that in order to use the Software, Customer must have a compatible device. Stellaromics makes no representations or warranties whatsoever regarding the Software, including its operation, use, availability, accuracy, reliability, or compatibility with any device. Any Stellaromics-provided product documentation relating to the Software (e.g., user manuals, on-line help files) (the “Documentation”) is solely for use in connection with permitted use of the Software. Customer acknowledges that, as between the parties, Stellaromics owns the Documentation and Software, together with its structure, organization, algorithms, code, and derivative works thereof, and any and all intellectual property rights in or to, or associated with, any of the foregoing. All rights in and to the Software and Documentation not expressly granted to Customer in this Agreement are reserved by Stellaromics and its suppliers.
    • License Restrictions. Except and solely to the extent such restriction(s) are impermissible pursuant to applicable law or third party license, Customer will not, directly or indirectly, and will not permit any third party to: (a) assign, sell, lease, distribute, license, sublicense or otherwise transfer or attempt to transfer rights in the Software or Documentation; (b) reverse engineer, decompile, disassemble or otherwise derive or attempt to derive source code or algorithms from any element of the Software, in whole or in part; (c) access or use the Software or Documentation in order to build a competitive product or service; (d) replicate, copy, modify, translate or create derivative works, adaptations or compilations of, or based on, any part of the Software or Documentation; (e) provide, disclose, divulge or make available to, or permit use any of the Software or Documentation in whole or in part, by any third party (other than Customer’s employees) without Stellaromics’ prior written consent; (f) remove any proprietary notices or labels on or in any of the Software; (g) use the Software to provide processing services to third parties, or otherwise use the Software on a ‘service bureau’ basis; or (h) use the Software except as expressly permitted under this Agreement. Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Customer.
    • Open Source. The Software may incorporate third-party open source software (“OSS”). Nothing in this Agreement will be deemed or interpreted to alter or limit any rights you may have under any applicable OSS license. We may make available certain notices and licensing information for OSS or other separately licensed software products or components that are distributed in connection with the Software available with the Documentation.
    • Software Disclaimer. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL STELLAROMICS, INC. BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR DOCUMENTATION OR THE USE THEREOF.
    • Instrument Connectivity and Performance Data. Customer shall permit the Instrument to connect to the internet and to transmit to Stellaromics information regarding the operation, configuration, performance, and use of the Instrument, the Reagents, and the Software, including run logs, error reports, calibration data, and quality metrics (“Performance Data”), and shall permit Stellaromics to access the Instrument remotely to provide support, updates, troubleshooting, and repair. Where Customer’s information security policies do not permit a continuous connection, the Parties shall cooperate in good faith on an alternative method, such as periodic upload of Performance Data. Performance Data does not include Customer’s biological data or experimental results, and Stellaromics shall not access or collect such data except as requested by Customer for support purposes or as otherwise agreed in writing. Performance Data is Stellaromics Proprietary Data, and Stellaromics may use it to support, maintain, and repair the Goods and the Software and, in aggregated or de-identified form that does not identify Customer, to monitor, improve, and develop its products and services.
  17. Intellectual Property.
    • All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Stellaromics in the course of performing the Services (collectively, the “Deliverables”), except for any Confidential Information of Stellaromics, Stellaromics Proprietary Data, Software, Documentation, the Goods, or Stellaromics materials, shall be owned exclusively by Customer; provided, further, that Customer grants to Stellaromics a right and license to use the de-identified data generated in the performance of the Services solely for the purpose of Stellaromics’ internal development of its products.
    • Stellaromics and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to all Goods, documents, data, know-how, methodologies, software and other materials, including computer programs, reports and specifications, provided by or used by Stellaromics in connection with performing the Services (collectively, the “Stellaromics Materials”), including all Intellectual Property Rights therein. Stellaromics hereby grants Customer a license to any Stellaromics Materials to the extent necessary for the use of the Deliverables. Customer shall acquire no rights therein other than those limited rights specifically conferred by this Agreement. All rights related to the Stellaromics Materials that are not expressly granted to Customer under the Agreement are reserved by Stellaromics or its licensors.
    • Feedback. If Customer provides Stellaromics with any suggestions, comments, ideas, or other feedback regarding the Goods, the Software, or the Services (“Feedback”), Customer hereby grants Stellaromics a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, disclose, and otherwise exploit such Feedback for any purpose, without obligation to Customer; provided that Stellaromics shall not identify Customer as the source of any Feedback without Customer’s consent.
  18. Confidential Information. From time to time during the term of this Agreement, either Party (as the “Discloser”) may disclose or make available to the other Party (as the “Recipient”) or its employees, agents, subcontractors, attorneys, accountants, or financial advisors (collectively, “Representatives”) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to the public other than as a result of any breach of this Section 18 by the Recipient or any of its Representatives; (ii) is obtained by the Recipient or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (iii) was in the Recipient’s or its Representatives’ possession prior to disclosure by the Discloser hereunder; or (iv) was or is independently developed by the Recipient or its Representatives without use of any of the Discloser’s Confidential Information. The Recipient shall: (A) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. Notwithstanding the foregoing, the Recipient may disclose Confidential Information to the extent required by applicable law, regulation, or a valid order of a court or governmental agency of competent jurisdiction, provided that the Recipient (where legally permitted) gives the Discloser prompt prior written notice and reasonable cooperation so that the Discloser may seek a protective order or other remedy, and discloses only that portion of the Confidential Information that it is legally required to disclose. The Recipient shall be responsible for any breach of this Section 18 caused by any of its Representatives. At any time during or after the term of this Agreement, at the Discloser’s written request, the Recipient and its Representatives shall promptly return to the Discloser all copies, whether in written, electronic or other form or media, of the Discloser’s Confidential Information, or destroy all such copies and certify in writing to the Discloser that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Discloser shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section 18.
  19. Force Majeure. Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) control, including, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) order or action by any governmental authority or requirements of law; (e) embargoes or blockades in effect on or after the date of this Agreement; and (f) national or regional emergency.
  20. Miscellaneous. Customer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Customer without the prior written consent of Stellaromics. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
  21. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  22. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
  23. Governing Law. This Agreement is governed by, and construed in accordance with the laws of the Commonwealth of Massachusetts without giving effect to any conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. All legal proceedings shall be instituted in the state or federal courts of the Commonwealth of Massachusetts. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
  24. Notices. All notices shall be in writing and addressed to the Parties at the addresses set forth on the face of the Quotation or to such other address for either party as that party may designate by written notice. All notices must be delivered by nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested).
  25. Severability. If any term or provision of this Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  26. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Research Use Only; Restrictions on Use, Limitation of Liability, Software (other than the license grant in Section 16(a)), Intellectual Property, Compliance with Laws, Confidential Information, Governing Law, and Survival.
  27. Amendment and Modification. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each Party.