1.1 "Affiliate" Means an entity that controls, is controlled by, or is under common control with a party, where “control” is the ownership of at least fifty percent (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority).

1.2 "Products" Refers to any goods, including but not limited to DNA molecules, reagents, and toolkit products, including both catalog products with published specification and prices on the Website and sold by Ailurus ("Catalog Products"), and materials resulting from the services provided by Ailurus.

1.3 "Services" Refers to any services, including but not limited to catalog services with published specification and prices on the Website ("Catalog Services"), custom research solutions, project development, contracted production and manufacturing, and technical support, provided by Ailurus.

1.4 "Limited Use Label License" Refers to the licensing terms that specify the scope and limitations for the use of certain products provided by Ailurus, primarily for internal research use only.

1.5 "Order" Refers to purchases of Products and/or Services from Ailurus, confirmed by the Customer. See details in Section 2 "Orders and Acceptance".

1.6 "Force Majeure" Refers to any event or circumstance beyond the reasonable control of a Party, including but not limited to acts of God, war, terrorism, strikes, labor disputes, embargoes, government orders, transportation of goods, holidays, diasters, the nature of science, physic, chemcial or biological limitations, and delayed communication response of the other Party, or any other force majeure event.

1.7 "Confidential Information" Refers to any non-public information disclosed by one Party to the other Party that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential.

1.8 "Effective Date" Refers to the date these Terms become effective, either upon Customer's acceptance by placing an Order or as updated on Ailurus' website.

1.9 "Website" Refers to Ailurus' official website at www.ailurus.bio, where these Terms and other relevant information are posted.

2.1. Product Orders and Confirmation  To purchase Products from Ailurus, the Customer must order on the Website or through other validated distributors. All Orders of Products are only considered placed when the Customer either completes the online checkout process or issues a purchase order to Ailurus through email or other valid systems. Ailurus will not require or provide an additional written confirmation. The details of the Order, including the Products requested, pricing, and delivery terms, will be on the Website in effect at the time we accept your order, unless we state otherwise in writing.

2.2. Service Orders and Confirmation  To request Services from Ailurus, the Customer must submit project requirements by email or via the Website ("Request"). Ailurus will review the proposal and, if accepted, will provide an attached quote ("Quote"), specifying the detailed description of the service ("Project") and providing the price. The Quote shall only be valid for thirty (30) days, unless we state otherwise in writing, after which such Quote shall expire. All Orders of Services are only considered placed when Parties establish a contract, or the Customer issues a purchase order to Ailurus through email or valid systems, where these Terms and the Quote automatically constitute the contract.

2.3. Rejection of Orders  Ailurus reserves the right to reject any Order for Products or Services, in whole or in part, for any reason, including but not limited to the unavailability of Products or Services, errors in pricing or product descriptions, local regulations and policies, and the Customer’s failure to meet Ailurus' credit or payment criteria.

2.4. Binding Agreement  Each Order for Products or Services, when accepted by Ailurus, constitutes a binding agreement between Ailurus and the Customer, subject to these Terms and any specific terms set forth in the Quote.

3.1. Determining Price  Catalog Products and catalog Services are provided under prices published on the Website ("Official Price"). We may change our Official Price at any time without notice. Prices we quote you are valid for thirty (30) days, unless we state otherwise in writing. If no price has been quoted to you, the price will be the Official Price in effect at the time we accept your order.

3.2. Taxes, Delivery, and Fees  Our product prices do not include any taxes (including VAT), delivery costs (including shipping and handling), duties, levies, or other government fees that may apply to your order. If they apply, it will be your responsibility to pay them. If we pay them, we will add them to your invoice. If you claim any exemption, you must provide a valid, signed certificate or letter of exemption for each respective jurisdiction.

3.3. Payment Terms  For Orders confirmed by online checkout process, the payment must be made at the time of checkout, and we will provide the invoice that is automatically generated online. For Orders confirmed by issuing a purchase order or establishing a contract, we will invoice you for the product price and all other charges due when we ship you the products, and/or the service price and any other charges due when we deliver results. Unless we have agreed otherwise in writing, the Customer shall pay Ailurus within thirty (30) days from the date of the invoice. Each order is a separate transaction, and you may not offset payments, including from one order against another. We reserve the right to require you to make full or partial payment in advance, or provide other security to our satisfaction, if we believe in good faith that your financial condition does not justify the payment terms otherwise specified. You will make all payments in the currency specified in our invoice to you.

3.4. Late Payment  If you are late in making payment, then without affecting our other rights, you will make payment to us, upon our demand, of a late-payment charge. The late payment charge will be calculated as interest on the sums due from the payment due date until you make payment in full, at the rate of 1.5% per month, or, if less, the maximum amount allowed by law and will also include our reasonable costs of collection (including collection agency fees and attorneys’ fees). We also reserve the right to cancel or stop delivery of products in transit, withhold shipment in whole or in part, and stop the implementation of services in progress if you do not pay us when due, or if you do not perform your obligations in this Agreement.

4.1. Delivery and Shipment of Products  We will ship all products, including catalog products, or products resulting from services, to the destination specified in your Order. By placing the Order, you agree that we arrange carriage for all products or results from the services supplied hereunder on your behalf and waive your right to arrange the carriage yourself or to give us any specific instructions regarding carriage. We may, at our discretion, make partial shipments and may invoice each shipment separately. You may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. Our shipping dates are approximate only, and we will not be liable for any loss or damages resulting from any delay in delivery, including but not limited to Force Majeure. If our delivery to you is delayed due to any cause within your control, we will place the delayed goods in storage at your risk and expense.

4.2. Implementation of Services  We will perform the Project using methods, materials, algorithms, software, equipment, platforms, and/or related intellectual property owned or controlled by us or our affiliates (collectively, "Ailurus Technology") to provide you with data and/or materials produced by as a direct result of the Project, as specified in the Contract (collectively, "Results"). Results may include pre-existing intellectual property rights and materials supplied to Ailurus from the Customer for the purpose of performing the Project ("Customer Materials"). We will use commercially reasonable efforts to implement the service, and complete all Projects in adequate lead time, which starts at the time of contract establishment. However, we will not be liable for any delay caused by the shipment of Customer Materials, unforeseen technical difficulties, or other types of Force Majeure. In the event that substantial delays are likely, we will notify the Customer in a timely manner. The Customer is responsible for providing Customer Materials specified in the Contract, in compliance with applicable laws and regulations and in sufficient amounts, as well as relevant safety information and other characteristics of Customer Materials that we need to perform the Work, including without limitation any certification or documentation of Customer Materials we reasonably request of you. We may delegate performance of the Project, or portion thereof, to an affiliate or authorized subcontractor, provided that all Project will be performed in accordance with the Contract.

4.3. Transfer of Intangible Results from Services  Results from the Services other than tangible products, including but not limited to data, sequences, models, algorithms, and reports, and including both intermediate and final results, will be delivered by email or other valid channels pursuant to the Order. You may not refuse delivery or otherwise be relieved of any obligations as the result of such delay. For any questions about intangible results from the Services, the Customer may request to consult with Ailurus within thirty (30) days from the date the results are delivered.

4.4. Export Restrictions You acknowledge that each product and any intangible results and technology, including technical information we provide you, including those contained in product documents, is subject to local government export controls. You are required to confirm and be responsible for the compliance of the transmission with the laws and regulations of the importing country, including but not limited to the importer clearance if request.

5.1. Changes and Cancellation of Catalog Products and Services  Once you have placed your order, you cannot cancel or change it without our written consent.

5.2. Changes in Custom Services  Changes to the Project must be agreed by both parties in writing and may require changes in the fees or timelines.

5.3. Termination of Custom Services  We may terminate the Contract if (a) you breach any material provision of the Contract and fail to remedy the breach to our satisfaction within thirty (30) days after our written notice to you; (b) you are, or are deemed by law to be, unable to pay your debts or perform your obligations under the Contract; (c) we are unable to obtain third-party materials or technologies specified in the Project, for reasons beyond our reasonable control; or (d) we determine that biosecurity, biosafety, and/or feasibility reasons prevent or are likely to prevent the implementation of the Project. You will have the right to terminate any Project upon thirty (30) days' prior written notice to us. We will issue a closure report and provide the Customer with results already obtained unless the delivery of results is prohibited by safety, legal, or regulatory reasons beyond our reasonable control, or you breach any obligation in the Contract.

5.4. Returns of Products  If you receive any product that is damaged or defective on receipt, and such damage or defect has not been caused by any failure by you or the carrier to handle or store products using reasonable care or otherwise indicated on the label, you can request a return of said product by emailing support@ailurus.bio the necessary photos and description to state the situation within seven (7) days after receiving the product. If you do not contact us within the seven-day period, we will deem the product to be accepted, but you will not lose any warranty rights. If we exercise our discretion to approve a product return, then the product must arrive at our facilities in satisfactory condition for resale.

5.5. Charges for Cancellation and Termination of Services  If the Customer unilaterally terminates the Project, it will result in a partial charge commensurate with the percentage of the Project completed, in addition to fifty percent (50%) of the remaining Project, at the time of cancellation. For custom services, if the Project is terminated by agreement of both parties in writing, it will result in a partial charge commensurate with the percentage of the Project completed at the time of cancellation, in addition to any other termination or cancellation charges specified in the Contract, regardless of the delivery of results.

5.6. Charges for Returns For catalog products returned not due to our error, it is subject to a charge of twenty-five percent (25%) of the sale price. For products resulting from services returned not due to our error, it is subject to the full sale price. We do not credit shipping charges.

6.1. Limited Warranties for Products  Unless a different warranty is included in applicable Supplementary Terms or product literature or on the relevant Ailurus product pages, we warrant that the Products will, at the time of delivery, conform to the specifications in our published catalogs or Supplementary Terms. The warranty lasts from the date of shipment until the earlier date of: (a) the product's expiry or "use by" date; and (b) its specified number of uses. If an expiry date, the number of uses, or a different warranty period is not specified, the warranty will last for twelve (12) months from the date of shipment. Ailurus will, at its discretion, replace the Product or refund the purchase price, provided that the Customer notifies Ailurus in writing of the non-conformance within the period of warranty. The warranty applies solely to properly trained individuals and is exclusive to the original purchaser ("Buyer"). This warranty does not apply to any Product that has been subject to (a) misuse, fault, or negligence by the Buyer, (b) alteration, modification, or other use of the Products in a manner not intended or specified, (c) improper storage or improper handling, and (d) accident, disaster, or events of Force Majeure..

6.2. Limited Warranties for Services  Ailurus shall store all the materials related to the Project for three (3) months for free after the final delivery of such Project. Customer shall inform Ailurus of any extension of such storage, one (1) month prior to the disposal. Ailurus reserves the right to charge for the request of such extension. We do not warrant or represent that the results of the Project will be acceptable to any regulatory agency to which they are presented or that they will advance your interests.If you believe that we, in breach of our limited warranty, have made a material error in the Project that renders the results of such Project invalid, Ailurus will, at its discretion, either (a) re-perform the particular Project at our own expense or (b) refund the price paid for the particular Project giving rise to the breach of warranty, provided that the Customer notifies Ailurus in writing of such non-conformance within thirty (30) days after receipt of the final delivery for such Project.

6.3. No Other Warranties  EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 8.1 AND 8.2, AILURUS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. AILURUS DOES NOT WARRANT THAT THE PRODUCTS OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE.

6.4. Limitations  The remedies set forth in Sections 8.1 and 8.2 are the Customer’s sole and exclusive remedies for any breach of warranty. Any claim for breach of warranty must be made within the warranty period specified above. Ailurus’ liability for any claim arising out of or in connection with the sale of Products or the provision of Services will in no event exceed the purchase price paid by the Customer for the specific Product or Service giving rise to the claim.

AILURUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE SALE OF PRODUCTS OR THE PROVISION OF SERVICES, EVEN IF AILURUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.1. General Limitation AILURUS' TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SALE OF PRODUCTS OR THE PROVISION OF SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

8.2. Exclusion of Certain Damages IN NO EVENT SHALL AILURUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, OR BUSINESS, EVEN IF AILURUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3. Application THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

9.1 Use Limitations
9.1.1 General. Ailurus exclusively owns all intellectual property rights related to our catalog products and services. Unless expressly stated otherwise in Supplementary Terms, our sale of products and delivery of services grant the Customer a limited, non-transferable, non-exclusive right under our intellectual property to use the purchased Products and delivered Results strictly for internal Research Use Only. Nothing in the Agreement limits Ailurus' ability to enforce its intellectual property rights.
9.1.2 Catalog Products. Products labeled with Limited Use Label License (LULL) permit modification solely for internal, non-commercial research purposes. Unauthorized resale, distribution, or any commercial use of the Products is strictly prohibited. Transfer of the product, its components, or its derivatives or modifications to a third party, whether for commercial use or otherwise, is not permitted expressly, by implication, or by estoppel. Customer shall not modify, change, remove, cover, or obscure any of Ailurus' brands, trade, or service marks on the product.
9.1.3 Service Results. Customer shall not use the Service Results for commercial purposes, whether or not commercialized for research use, unless expressly stated in the Contract or agreed upon in writing between the Parties.

9.2 Commercial Applications; Additional Rights  Ailurus grants Customer a non-exclusive, royalty-free, fully paid-up license solely to use the Products, Services, and Confidential Information provided by Ailurus for internal research purposes. Unless expressly stated otherwise in Supplementary Terms, no rights are granted to use Ailurus products and services in any commercial application, including but not limited to manufacturing, quality control, third-party commercial services, in vitro diagnostic uses, therapeutic uses, or any consumption by humans or animals. For any use beyond internal research, including commercial applications, Customer must contact Ailurus to discuss appropriate out-licensing arrangements at https://www.ailurus.bio/contact, and it is solely Customer's responsibility to acquire Additional Rights.

9.3 Intellectual Property Ownership of Ailurus  Ailurus exclusively retains ownership of all intellectual property rights associated with catalog products, services, and Ailurus Technology, including proprietary methods, materials, algorithms, software, equipment, platforms, and related intellectual property owned or controlled by Ailurus or its affiliates. Unless otherwise specified, Ailurus owns all intellectual property rights in (i) any inventions (patentable or not), discoveries, improvements, data, know-how, or other results conceived, developed, discovered, reduced to practice, generated by or for Ailurus, or jointly by Ailurus and Customer during the manufacturing of products and performance of services, and (ii) derivatives, alterations, modifications, improvements, or other uses of Ailurus Technology developed, discovered, or created by Customer, its affiliates, or Customer-related third parties. Customer agrees to transfer and assign to Ailurus all rights, title, and interest in and to any joint intellectual property, and shall not disclose such materials and results to support any publication or patent application without Ailurus' express prior written consent. At Ailurus' request and expense, Customer will assist Ailurus in securing and recording its rights in such intellectual property.

9.4 Intellectual Property Transfer to the Customer  Unless otherwise agreed in the Contract, Customer will be the exclusive owner of (i) Results, (ii) Customer Materials, (iii) any derivatives or modifications of Customer Materials generated as a direct result of the Project, and (iv) any inventions and/or discoveries resulting from Ailurus' performance of the Service directly related to Customer Materials (collectively, "Customer Inventions"), including rights to academic publication, patent application, and intellectual property transfers. Ailurus will assist Customer, at Customer's request and expense, in obtaining patents or copyrights on any Customer Inventions, provided that Customer Inventions shall not include Ailurus Technology or any improvements or modifications thereof, as stated in Section 10.3. Customer shall not, by virtue of the Project performed hereunder, obtain any license or rights in any Ailurus Technology to (a) use Results other than as set forth in Section 10.1, and/or (b) independently recreate Results or any materials proprietary to Ailurus, even if used to perform the Project, unless agreed otherwise in writing between the Parties. By placing the Order, Customer grants Ailurus and its Affiliates a non-exclusive, worldwide, royalty-free license to use Results, and derivatives or modifications of Customer Materials for internal research and development, including but not limited to improving existing products and services or developing new ones, unless it is prohibited in written.

9.5 Exceptions  Section 10.3 and 10.4 do not prohibit either Party from academic publication or patent application based on independent activities, conducted without the use, application, or aid of the other Party's materials, technologies, confidential information, or other intellectual properties, and do not imply restrictions on either Party to research and commercialize its own material or properties that are partly or fully similar to this Agreement. This Agreement does not grant either Party any rights, whether by implication, estoppel, or otherwise, to use the other Party's properties. It does not involve any transfer of title or ownership of either Party's owned or licensed intellectual property and Confidential Information, which remain the sole and exclusive property of the Discloser or its licensors.

9.6 Intellectual Property Infringement  Ailurus seeks to avoid claims of intellectual property infringement. If Ailurus believes a product sold to Customer may be subject to an intellectual property infringement claim, Customer must allow Ailurus (at Ailurus' option) to either (a) secure the right for Customer to continue using the product, (b) substitute the product with another suitable product with similar functionality, or (c) instruct Customer to return the product for a refund of the price paid, with a reasonable deduction for use, damage, obsolescence, or disuse in the case of instruments.

10.1. Definition. "Confidential Information" means all non-public proprietary or confidential information disclosed by a Disclosing Party to a Recipient in furtherance of the Purpose during the Term of this Agreement and relating to the Disclosing Party’s business, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential.” This includes notes, analyses, summaries, and other materials prepared by the Recipient or any of its Representatives that contain or reflect any of the foregoing, including the existence and terms of this Agreement. Confidential Information does not include any information that: (a) becomes generally available to the public other than as a result of the Recipient’s or its Representatives’ breach of this Agreement; (b) 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; (c) the Recipient can establish by documentary evidence was in the Recipient’s or its Representatives’ possession prior to the Disclosing Party’s disclosure hereunder; or (d) the Recipient can establish by documentary evidence was or is independently developed by the Recipient or its Representatives without using any Confidential Information.

10.2. Exclusions Confidential  Information does not and will not include information that the Recipient can demonstrate: (i) was in the public domain at the time it was communicated to the Recipient by the Discloser, or later entered the public domain other than by the Recipient’s breach of this Agreement; (ii) is or was rightfully received or known by the Recipient without restriction on disclosure or any obligation of confidentiality; (iii) is or was independently developed by or for the Recipient without using any of the Discloser’s Confidential Information; (iv) is or was generally made available by the Discloser without restriction on disclosure or obligation of confidentiality; or (v) the Discloser gives written permission to the Recipient to disclose.

10.3. Obligations of the Recipient  The Recipient shall:(i) use the Confidential Information solely for the Purpose and not disclose it except to its affiliates and Representatives who need access for the Purpose, are informed of its confidential nature, and are bound by written confidentiality obligations no less protective than the terms of this Agreement;(ii) not disclose Confidential Information to any third party without the Discloser’s prior written approval, including any third party in the process of acquiring the Recipient;(iii) maintain and protect Confidential Information with at least the same degree of care it uses to protect its own similar confidential information, but no less than a reasonable degree of care;(iv) use the Discloser’s Confidential Information only for the Purpose;(v) not reproduce Confidential Information except as required to accomplish the Purpose;(vi) not reverse engineer, decompile, or disassemble any of the Discloser’s Confidential Information;(vii) not use Confidential Information to make, have made, or sell any products or services that compete with the Discloser’s products or services;(viii) provide the Discloser with notice of any actual or threatened breach of this Agreement.If the Recipient or its Representatives are required by law to disclose any Confidential Information, the Recipient shall notify the Disclosing Party so that it may seek a protective order or other remedy, and assist the Disclosing Party as needed. If the Recipient is legally compelled to disclose, it shall only disclose the portion required and ensure the Confidential Information is treated confidentially.

10.4. Period of Confidentiality  The Recipient’s duty to protect the Discloser’s Confidential Information expires five (5) years after the Confidential Information was disclosed, irrespective of the termination of this Agreement.

10.5. No Other Licenses and Ownership  Except as expressly granted in this Agreement, no other license or right is granted by implication, estoppel, or otherwise. This Agreement does not transfer title or ownership of either party’s intellectual property, which remains the sole and exclusive property of the Discloser or its licensors.

10.6. Return of Confidential Information  Upon the Discloser’s request, the Recipient shall promptly return or certify in writing the destruction of all Confidential Information in its possession, except for IT backup, disaster-recovery, or similar archival systems, which will be deleted in the ordinary course, subject to this Agreement’s terms.

10.7. Warranty Disclaimer  This Agreement does not obligate either party to disclose any Confidential Information or negotiate for, enter into, or pursue the Purpose. The Discloser makes no representation or warranty about the accuracy or completeness of the Confidential Information and has no liability for its use by the Recipient or any errors or omissions therein.10.8. Trade Compliance Both parties agree to comply with all applicable export, import, trade, and economic sanctions laws and regulations, including restrictions on destinations, end-users, and end-use.

11.1. Indemnification by Customer. The Customer agrees to indemnify, defend, and hold harmless Ailurus and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:    (a) Customer's use of the Products and Services in a manner not authorized by this Agreement;    (b) Customer's breach of any term or condition of this Agreement;    (c) Customer's violation of any applicable laws or regulations; or    (d) any third-party claims arising from Customer's use of the Products and Services.

11.2. Indemnification by Ailurus. Ailurus agrees to indemnify, defend, and hold harmless the Customer and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:    (a) Ailurus's breach of any term or condition of this Agreement;    (b) Ailurus's violation of any applicable laws or regulations; or    (c) any third-party claims arising from Ailurus's gross negligence or willful misconduct.

11.3. Indemnification Procedure. The indemnified party (the "Indemnitee") shall promptly notify the indemnifying party (the "Indemnitor") in writing of any claim, demand, or action for which the Indemnitee is seeking indemnification. The Indemnitor shall have the right to control the defense and settlement of such claim, provided that the Indemnitee may participate in such defense at its own expense. The Indemnitee shall cooperate with the Indemnitor in the defense of any claim and shall not settle any claim without the Indemnitor's prior written consent.

12.1. Assignment. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
12.2. No Amendments. No amendment or modification of this Agreement shall be effective unless it is in writing and signed by both parties.
12.3. Governing Law. The Agreement and performance under it will be governed by the laws of (a) Scotland, if you are located in United Kingdom, or (b) the laws of the country where the selling entity is located. In the event of any legal proceeding between Parties related to the Agreement, neither party may claim the right to a trial by jury. Any action arising under the Agreement must be brought within one year from the date that the cause of action arose. The U.N. Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
12.4. Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, sent by confirmed facsimile, or sent by overnight courier or registered or certified mail, return receipt requested, to the respective parties at their addresses set forth in this Agreement.
12.5. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that, to the maximum extent possible, achieves the intended economic effect of the original provision.
12.6. Waiver. No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term or condition. Any waiver must be in writing and signed by the party granting the waiver.
12.7. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties
12.8. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
12.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.