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Terms and Conditions

Welcome to aumbiotech.com (the "Website"). By accessing, browsing, or using this Website, you agree to comply with and be bound by these Terms of Use, together with our Privacy Policy. Please carefully review these terms. If you do not agree with these terms, you must not access or use this Website.

In these Terms of Use, "AUM BioTech," "we," "our," or "us" refers to AUM BioTech, LLC, having its principal place of business at 3675 Market Street, Suite 200, Philadelphia, PA. The terms "you" or "your" refer to the user or viewer of this Website.

Part I. Terms of Use

I.1. Limitations on Use

This Website, including all information, text, graphics, documents, software, and other materials contained herein (collectively, "Materials"), is owned and operated by AUM BioTech and is provided solely for informational and non-commercial use. You may view, download, and print Materials for your personal informational purposes only, provided you maintain all copyright, trademark, and proprietary notices.

You may not modify, copy, distribute, reproduce, republish, license, create derivative works from, sell, or exploit any Materials obtained from this Website without the prior written consent of AUM BioTech. Use of Materials on any other website or digital platform is strictly prohibited.

I.2. Intellectual Property

All Materials and content on this Website are the property of AUM BioTech or its licensors and are protected by applicable copyright, trademark, patent, and other intellectual property laws of the United States and other jurisdictions, as well as international conventions. The trademarks, logos, and service marks displayed are exclusively owned by AUM BioTech unless otherwise noted. Third-party trademarks referenced herein remain the property of their respective owners.

You agree not to infringe upon any intellectual property rights associated with this Website or its Materials.

Intellectual property in the Products and in sequences designed by AUM BioTech is governed by Part III (Sequences and Intellectual Property).

I.3. User Submissions

Any information or materials submitted by you through this Website will be considered non-confidential unless a separate confidentiality agreement is executed between you and AUM BioTech. We reserve the right to use, disclose, and distribute submissions without any obligation to acknowledge, compensate, or respond to you.

You warrant that you have the right to submit such information, that your submission complies with applicable laws, and does not infringe upon any third-party rights. Submission of unprotected intellectual property may negatively affect your ability to secure future patent or other intellectual property rights.

This Section I.3 does not apply to Customer Sequences, to order information, to a request for a consultation or a booking, or to any information you submit for the purpose of placing an order, requesting a quotation or operating your account. That information is governed by Part II, Part III and the Privacy Policy, and AUM BioTech's obligations of confidentiality under Section III.9 apply to it.

Part II. Terms and Conditions of Sale

II.1. Application

These Terms and Conditions of Sale (the "Sale Terms") govern every quotation issued by, and every order placed with, AUM BioTech, LLC ("AUM BioTech") for oligonucleotides and related products (the "Products"), whether the order is placed on this website, by purchase order or by acceptance of a quotation. By placing an order, issuing a purchase order, accepting a quotation or receiving Products, the purchaser ("Customer") accepts the Sale Terms. Any other term in a purchase order or other document issued by Customer does not apply, unless AUM BioTech accepts it in writing. Part III (Sequences and Intellectual Property) forms part of the Sale Terms.

II.2. Research Use Only

The Products are for research use only. They are not for use in diagnostic or therapeutic procedures, and not for use in humans.

II.3. Custom Products; Orders Final

The Products are custom products manufactured to Customer's order. Each order requires a purchase order or payment by credit card. Purchase orders are invoiced with net 30 terms on approved accounts. All orders are final and cannot be canceled or refunded once placed.

II.4. Quality

Every Product is strictly controlled for quality and is manufactured in an ISO 9001:2015 certified facility.

II.5. Lead Time and Shipping

The standard lead time is 10-14 business days from order confirmation. Lead times and shipping dates are estimates and are not guaranteed. Products are shipped lyophilized, with priority shipping within the United States and international priority shipping elsewhere.

II.6. Prices and Taxes

Prices are stated in United States dollars. Applicable taxes are not included in quoted prices and will be added on the invoice. For orders delivered outside the United States, value added tax, goods and services tax, customs duties and carrier fees, where applicable, are not included and are payable by the recipient. AUM BioTech reserves the right to modify its prices; Customer will be notified in writing before any change to a price quoted to Customer.

II.7. Knockdown Guarantee

An order of five (5) sequences of AUMsilence sdASO or AUMlnc sdASO designed by AUM BioTech against one target carries the Knockdown Guarantee. If none of the five (5) sequences reduces the target transcript by at least seventy percent (70%), measured by qRT-PCR against the matching scramble control, at a concentration within the range stated in the protocol for the Product and within the period after treatment in which that protocol states that knockdown is observed, AUM BioTech shall design and supply five (5) further sequences against the same target, at the yield and purification ordered, at no charge. The Knockdown Guarantee applies once for each target. A claim under the Knockdown Guarantee shall be made in writing within ninety (90) days of delivery and shall include the qRT-PCR data and the conditions used. The supply of further sequences is Customer's sole remedy under the Knockdown Guarantee, and no refund is made. The Products remain for research use only under Section 2, and nothing in this Section alters it.

Part III. Sequences and Intellectual Property

III.1. Definitions

In this Part: "AUM BioTech" means AUM BioTech, LLC. "Customer" means the person or entity that orders or receives Products. "Products" means the oligonucleotides and related materials supplied by AUM BioTech. "AUMsilence Platform" means AUM BioTech's proprietary self-delivering oligonucleotide platform as embodied in any Product, including its chemical modifications and modification patterns, design algorithms, software, models, internal databases, design rules, selection criteria and related know-how. "Designed Sequence" means any nucleotide sequence, sequence design, modification pattern or design rationale created, selected or optimized by or on behalf of AUM BioTech, including by use of the AUMsilence Platform, together with any portion, derivative or modification thereof. "Customer Sequence" means a nucleotide sequence supplied by Customer to AUM BioTech for synthesis. "Confidential Information" means the Designed Sequences, the AUMsilence Platform, the identity, positions and patterns of chemical modifications in any Product, and any non-public technical or commercial information disclosed by AUM BioTech in connection with the Products, whether or not marked as confidential. "Permitted Purpose" means Customer's own internal research use of the Products, excluding any resale, transfer or distribution, any provision of services to third parties, and any human diagnostic, therapeutic or clinical use.

III.2. Ownership and Reservation of Rights

As between the parties, AUM BioTech owns and retains all right, title and interest, including all intellectual property rights, in and to the Designed Sequences, the AUMsilence Platform and the Confidential Information. The sale of a Product transfers title to the physical material only. Except for the limited license expressly granted in Section 3, no right or license is granted to Customer, whether expressly, by implication, by estoppel or otherwise.

III.3. Limited License

Subject to Customer's compliance with these Terms, AUM BioTech grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable and limited license to use the Products, and the Designed Sequences solely as embodied in the Products, for the Permitted Purpose.

III.4. Proprietary Chemistry

The Products incorporate proprietary chemical modifications, including modifications that enable self-delivery. The identity, positions and patterns of those modifications, and the composition of the AUMsilence Platform, are trade secrets of AUM BioTech. AUM BioTech does not disclose them and is under no obligation to disclose them to Customer or to any third party. Customer shall not attempt to determine them by analysis of the Products or by any other means. Nothing in this Section limits AUM BioTech's provision of any information required by applicable law for the safe handling, storage, transport and disposal of the Products.

III.5. Disclosure of Designed Sequences

AUM BioTech is under no obligation to disclose any Designed Sequence, in whole or in part. AUM BioTech may, in its sole discretion and on a case-by-case basis, disclose or withhold any Designed Sequence, or consent to its disclosure by Customer to a third party, and may attach conditions to any such disclosure or consent. Any disclosure by AUM BioTech is made subject to this Part, does not enlarge the license granted in Section 3, and does not waive or diminish any right of AUM BioTech.

III.6. Restrictions

Customer shall not, and shall not permit or assist any third party to, without the prior written consent of AUM BioTech: (a) disclose, publish, transfer or otherwise make available any Designed Sequence or its modification pattern to any third party, other than Customer's employees and contractors who require access for the Permitted Purpose and who are bound by written confidentiality obligations no less protective than these Terms; (b) synthesize, have synthesized or procure from any source other than AUM BioTech any oligonucleotide comprising or derived from a Designed Sequence; (c) use any Designed Sequence or Product, alone or in combination with other information, to analyze, derive, infer, reproduce or reverse engineer the AUMsilence Platform or any of its characteristics; (d) use any Designed Sequence or Confidential Information to develop, train, validate or improve any algorithm, model, database, software, product or service; (e) use the Products or the Designed Sequences for any purpose other than the Permitted Purpose; (f) file, prosecute or maintain, or assist any third party in filing, prosecuting or maintaining, any patent application or other application for the registration of intellectual property rights in any jurisdiction that claims, discloses or is derived from any Designed Sequence or the AUMsilence Platform (an "IP Filing"); or (g) remove or alter any confidentiality or proprietary notice on the Products or their documentation.

III.7. Publications

Customer may publish or present the results of research conducted using the Products and may identify the Products by name and catalog number, provided that no Designed Sequence or modification pattern is disclosed. Where a journal, funding body or regulatory authority requires disclosure of a Designed Sequence, Customer shall notify AUM BioTech in writing before any disclosure, and AUM BioTech shall respond within ten (10) business days in accordance with Section 5, such consent not to be unreasonably withheld.

III.8. Inventions and Intellectual Property Filings

Nothing in these Terms limits Customer's ownership of inventions or discoveries made by Customer concerning its biological targets or the results of its research, provided that such inventions do not claim, disclose or incorporate a Designed Sequence or the AUMsilence Platform. Any IP Filing requires AUM BioTech's prior written consent, which AUM BioTech may grant subject to terms agreed in writing.

III.9. Customer Sequences

As between the parties, Customer retains all right, title and interest in and to Customer Sequences. AUM BioTech shall use Customer Sequences solely to design, synthesize, quality-control, deliver and support the Products ordered by Customer and to comply with applicable law; shall treat Customer Sequences as Customer's confidential information; and shall disclose them only to its manufacturing and logistics partners to the extent necessary for those purposes and under obligations of confidentiality. AUM BioTech claims no ownership of Customer Sequences.

III.10. Confidentiality

Customer shall hold the Confidential Information in strict confidence, shall use it solely for the Permitted Purpose, and shall protect it with no less than reasonable care. These obligations do not apply to information that Customer demonstrates by written records (i) was or became publicly available through no breach by Customer, (ii) was lawfully known to Customer before disclosure without obligation of confidentiality, or (iii) was lawfully received from a third party without restriction. Where disclosure is required by law or court order, Customer shall give AUM BioTech prompt written notice, shall cooperate in seeking protective treatment, and shall disclose only the minimum required.

III.11. Remedies

Customer acknowledges that a breach of Sections 4, 6, 8 or 10 would cause AUM BioTech irreparable harm for which monetary damages would be an inadequate remedy, and that AUM BioTech shall be entitled to seek injunctive or other equitable relief, without the requirement to post a bond, in addition to all other remedies available at law or in equity. AUM BioTech may suspend or terminate the license granted in Section 3 upon any breach of this Part.

III.12. Acceptance and Survival

This Part forms part of AUM BioTech's Terms and Conditions of Sale and is accepted by Customer upon the earliest of placing an order, accepting a quotation or receiving the Products. Sections 2, 4, 5, 6, 8, 9, 10 and 11 survive the completion, cancellation or termination of any order.

Part IV. General

IV.1. Disclaimer of Warranties

This Website and the Materials herein are provided "as is" and "as available," without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. AUM BioTech does not guarantee that the Website will operate without interruptions, errors, viruses, or other harmful components.

AUM BioTech assumes no responsibility or liability for errors or omissions in the Materials or for the accuracy, completeness, reliability, or timeliness of the information provided.

IV.2. Limitation of Liability

To the fullest extent permitted by law, AUM BioTech, its affiliates, licensors, service providers, and third parties associated with the Website shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages arising from or related to your access, use, or inability to use this Website or the Materials therein, even if advised of the possibility of such damages.

IV.3. Indemnification

You agree to indemnify, defend, and hold harmless AUM BioTech, its affiliates, directors, officers, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorney's fees, arising from your breach of these Terms of Use or your use of this Website.

IV.4. Governing Law and Jurisdiction

These Terms of Use and your use of the Website shall be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, excluding conflict of law principles. You consent to the exclusive jurisdiction and venue of state and federal courts located in Philadelphia County, Pennsylvania for resolving any disputes arising from these Terms or your use of the Website.

IV.5. Modification of Terms

AUM BioTech reserves the right, in its sole discretion, to modify, amend, or revise these Terms of Use at any time without prior notice. Such changes will become effective immediately upon posting to this Website. Your continued use of the Website following any such changes indicates your acceptance of the modified Terms of Use. We encourage you to regularly review these terms.

IV.6. General Provisions

If any provision of these Terms of Use is deemed invalid, illegal, or unenforceable by a competent court, the remaining provisions will continue to be valid and enforceable.

Parts I to IV together constitute these Terms and Conditions. A reference to a Section within a Part is a reference to that Section of the same Part unless another Part is named. Part II and Part III apply to every quotation issued by, and every order placed with, AUM BioTech, LLC, whether or not the order is placed on this website. In the event of any conflict between Part I and Part II or Part III with respect to the Products, the Designed Sequences or the Customer Sequences, Part II and Part III prevail.

IV.7. Contact Information

For any questions or concerns regarding these Terms of Use, please contact us at:

AUM BioTech, LLC.
3675 Market Street, Suite 200
Philadelphia, PA 19104, USA
Email: CustomerCare@aumbiotech.com