The commercial framework for Ailurus products, services, project results, research-use rights, confidentiality, and customer orders.
These Terms should be read together with the applicable checkout, Quote, order confirmation, and any Supplementary Terms for the Order.
Products and/or services provided by the Ailurus group company identified by its legal name as the supplier or seller in (a) the checkout for an online order, (b) the quote for a quoted order, or (c) the order confirmation that forms any other direct order (referred to in this document as "us", "we", or "our" or "Ailurus") to you ("Customer" or "you") are expressly conditioned on and shall be governed by these general terms and conditions (these "Terms", or "Agreement"). A later invoice does not change the Ailurus entity that entered into the order unless Ailurus and Customer agree otherwise in accordance with Section 12.2.
Ailurus and Customer may each be referred to individually as "Party" and collectively as the "Parties". No additional or different terms contained in any other documents or correspondences between the Parties shall bind either Party or be construed to modify or amend these terms, and any such additional or different terms are hereby expressly excluded and will have no force or effect. By placing an order with Ailurus, you agree to be bound by these Terms.
Scope: These Terms apply to all offers, sales, and deliveries of products and services by Ailurus to Customer. They form an integral part of all contracts concluded between Ailurus and Customer concerning the sale of products and provision of services. No additional or different terms contained in any other documents or correspondences between the Parties shall bind either Party or be construed to modify or amend these terms, and any such additional or different terms are hereby expressly excluded and will have no force or effect.
Updates and Modifications: Ailurus reserves the right to amend these Terms at any time. Any changes will be effective upon posting on our website or other notification to you and will apply to orders placed or accepted on or after the stated effective date. Your continued use of the website, including placing a new order after the changes are posted, constitutes acceptance of the changes for that new order. An existing contract may be amended only in accordance with Section 12.2.
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 Ailurus' official website at www.ailurus.bio (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. The agreed scope of Services is referred to as the "Project".
1.4 "Commercial Development Use" means use of Products, Services, project results, or Ailurus proprietary technology for screening, selection, design, model training, validation, optimization, or development of a product, process, model, or service intended for commercial exploitation, whether or not the resulting product, process, model, or service incorporates, depends upon, or continues to use any Ailurus product or technology.
1.5 "Limited Use Label License" or "LULL" 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. Unless Ailurus expressly grants broader rights in the applicable written ordering terms, a Product labeled with a LULL may be used and modified solely for Customer's internal, non-commercial research and does not permit Commercial Development Use.
1.6 "Order" Refers to purchases of Products and/or Services from Ailurus, placed or accepted in accordance with Section 2. See details in Section 2 "Orders and Acceptance".
1.7 "Force Majeure" Refers to any event or circumstance beyond the reasonable control of a Party that prevents or delays performance, including but not limited to acts of God, war, terrorism, strikes, labor disputes, embargoes, government orders, transportation disruptions, disasters, and unforeseen scientific, physical, chemical, or biological limitations that could not reasonably have been avoided.
1.8 "Confidential Information" means non-public proprietary or confidential information disclosed by or on behalf of one Party to the other Party in connection with an Order or another use permitted by this Agreement, whether designated confidential or reasonably understood to be confidential given its nature or the circumstances of disclosure. It includes notes, analyses, summaries, and other materials containing or reflecting that information, as well as the existence and terms of this Agreement, but excludes the information described in Section 10.2.
1.9 "Effective Date" Refers to the date these Terms become effective for an Order when Customer places or accepts that Order under Section 2. An updated version of these Terms applies only to Orders placed or accepted on or after the effective date stated in that version.
2.1. Direct Orders Products or Services available for direct ordering may be ordered on the Website or through another channel accepted by Ailurus. An online Order is placed when Customer completes checkout and any required payment and Ailurus issues the automated electronic confirmation. That confirmation is sufficient; no separate quote, purchase order, or manual confirmation is required. A direct Order outside online checkout or the quoted-order process is placed when Ailurus issues a written order confirmation. The applicable Products or Services, price, and delivery or performance terms are those shown or confirmed when the Order is placed, unless Ailurus states otherwise in writing. If Ailurus issues a quote, Section 2.2 applies.
Ailurus Products may also be purchased from an authorized distributor acting as an independent reseller. The distributor's terms govern that sale. Customer's use is subject to the applicable LULL and other Ailurus product-specific use and intellectual-property restrictions made available before purchase through the product label, packaging, documentation, or product page. These Terms do not otherwise make Ailurus a party to the distributor's sale. A distributor may not alter those restrictions unless Ailurus expressly agrees in writing.
2.2. Quoted Orders for Products and Services To request Products and/or Services requiring a quote from Ailurus, the Customer must submit requirements by email or via the Website ("Request"). Ailurus will review the Request and, if accepted, will provide an attached or electronic quote ("Quote") identifying the applicable Ailurus group company and specifying the Products and/or Services, the Project where Services are included, price, schedule, and other Order-specific terms. The Quote shall only be valid for thirty (30) days, unless we state otherwise in writing, after which such Quote shall expire. Unless the Quote states another method, Customer may accept it within its validity period by email, purchase order, payment, or another system accepted by Ailurus. Upon acceptance, the Quote constitutes the Order and, together with these Terms, forms the binding agreement described in Section 2.4. Any required advance payment is a condition to shipment or commencement. Price, capacity, and schedule are reserved only through the applicable payment deadline; Section 3.3 governs late payment.
2.3. Rejection of Orders; Compliance Information Customer represents that it has the rights, permissions, consents, and authority necessary to provide or authorize the provision of all materials, sequences, data, and instructions supplied by or for Customer in connection with an Order, to authorize the requested use, and to grant the rights and permissions required under this Agreement. Customer further represents that Products and Services are acquired primarily for bona fide research, development, educational, scientific, or professional purposes. Customer shall not submit, as Project inputs, personal information, human genetic resources, controlled biological materials, or other specially regulated materials or data unless Ailurus expressly accepts them in writing after receiving the compliance information it requests. Ailurus may request additional compliance, safety, provenance, authorization, or end-use information. Before accepting an Order, Ailurus reserves the right to reject or condition 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, technical feasibility, biosafety, biosecurity, ethical, legal, regulatory, or trade-control concerns, and the Customer's failure to meet Ailurus' credit or payment criteria. After acceptance, Ailurus may condition, suspend, or cancel the unperformed portion of an Order for the foregoing compliance, safety, feasibility, or payment concerns. If Ailurus cancels for those reasons, it will return any advance payment not applied to work performed or non-recoverable costs already committed for the Order.
2.4. Binding Agreement; Order Documents Each Order for Products or Services placed under Section 2.1 or accepted under Section 2.2 constitutes a binding agreement (a "Contract") between Ailurus and the Customer, subject to these Terms and any product- or service-specific written terms issued or expressly accepted by Ailurus for that Order ("Supplementary Terms"), including applicable terms in a Quote, online checkout, or written order confirmation. Express Supplementary Terms prevail over conflicting provisions of these Terms. Additional or different terms in a Customer purchase order, procurement portal, correspondence, or other Customer document do not modify the Order unless Ailurus expressly accepts them in writing.
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 Unless the applicable Quote expressly states otherwise, our 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 all other Orders, full payment is due in advance unless the applicable Quote, Contract, or invoice expressly provides approved credit terms. Ailurus is not required to ship Products or begin Services until any required advance payment is received. The price, capacity, and schedule stated in a binding Contract are reserved through the payment deadline stated in the Contract or invoice, or through a reasonable deadline later specified by Ailurus in writing. If the required payment is not received by that deadline, Ailurus may cancel the unperformed Order and issue a revised Quote, including a revised price or schedule. Approved credit terms apply only as expressly stated; if approved credit terms are expressly provided but no due date is stated, payment is due within thirty (30) days from the invoice date. 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. If the Customer cancels or terminates a Project, any advance payment already applied to work performed or to non-recoverable third-party costs committed for the Project will be non-refundable, without prejudice to any other charges under Section 5.5.
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"). Materials, sequences, data, information, and pre-existing intellectual property supplied by or for Customer for the Project are "Customer Materials". "Results" means only data, materials, sequences, designs, reports, or other deliverables generated specifically for Customer through the performance of a Project, expressly specified in the Contract, and actually delivered or otherwise made available to Customer. Results do not include Ailurus Technology or any process data, intermediate work, derivative or modification of Customer Materials, invention, discovery, improvement, or other output unless the applicable item satisfies each requirement in the preceding sentence. Results may embody or reflect Customer Materials or pre-existing intellectual property, but do not alter ownership of those underlying items. 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 and receipt of any required advance payment and Customer Materials, unless the Contract states otherwise. 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 Project, 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 the Project will be performed in accordance with the Contract.
4.3. Transfer of Intangible Results from Services Intangible Results will be delivered or otherwise made available by email or through another valid channel specified in the Order. A delay in delivery or availability does not entitle Customer to refuse the Results or otherwise relieve Customer of its obligations. Customer may request a consultation with Ailurus regarding intangible Results within thirty (30) days after they are delivered or otherwise made available.
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 any required import clearance.
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 Customer with any Results that the Contract requires Ailurus to deliver based on work completed before termination, unless delivery 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, the return 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, the return 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 materials and digital files related to the Project for three (3) months for free after the final delivery or earlier cancellation or termination of such Project, subject to applicable law, safety requirements, the inherent stability of the materials, and any consumption of materials in performing the Project. Storage does not guarantee continued viability or recoverability of physical materials. Customer shall request any extension before that period expires. Ailurus reserves the right to charge for the request of such extension. After that period, Ailurus may delete or destroy such materials and digital files and has no obligation to restore or redeliver them. 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 WarrantiesExcept as expressly set forth in sections 6.1 and 6.2, 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 6.1 and 6.2 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 LimitationAilurus' 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 DamagesIn 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. ApplicationThe 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. Ownership of Products, Results, and Ailurus Technology is governed by Sections 9.3 and 9.4. Unless expressly stated otherwise in the applicable Contract, Products and Services are provided, and delivered Results may be used, solely for Customer's internal, non-commercial research (the "Research Use" right). The Research Use right does not permit Commercial Development Use. To the extent Research Use requires a license under Ailurus Technology, Ailurus grants Customer a limited, non-transferable, non-exclusive license for that purpose. 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 Results from Services. Customer shall not use the Results delivered from Services for Commercial Development Use or any other commercial purpose, unless expressly stated in the Contract or agreed upon in writing between the Parties.
9.2 Commercial Applications and Licensing"Additional Rights" means rights beyond the Research Use right that Ailurus expressly grants in the applicable Contract. A "Commercial R&D License" is a form of Additional Rights that permits, within its stated scope, Customer's internal Commercial Development Use of specified Products, Services, Results, and any Ailurus Technology expressly identified in the Contract, including internal screening, selection, design, model training or validation, and optimization expressly covered by that license. Unless expressly stated otherwise in the applicable Contract, no rights are granted to use Products, Services, Results, or Ailurus Technology for Commercial Development Use or any other commercial application, including but not limited to commercial manufacturing or manufacturing for sale, commercial quality control, third-party commercial services, actual use for diagnosis or treatment, administration to humans or animals, or human or animal consumption. A Commercial R&D License does not authorize those listed activities, resale, or distribution unless the Contract expressly states otherwise. For any use beyond Research Use not covered by Additional Rights, 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 and its Affiliates, as applicable, retain all intellectual property rights they own or control in Catalog Products and Ailurus Technology, including proprietary methods, materials, algorithms, software, equipment, platforms, and related intellectual property. Except for Customer Materials and Customer's rights in Results under Section 9.4, and unless the Contract expressly provides otherwise, as between the Parties and subject to third-party rights, Ailurus owns all right, title, and interest, including intellectual property rights, in all data, materials, process information, work product, inventions, discoveries, improvements, know-how, methods, workflows, features, statistical relationships, models, algorithms, derivatives, modifications, intermediates, and other outputs generated during or after an Order in connection with or informed by that Order that are not Results, including items based on, derived from, modifying, or related to Customer Materials. For clarity, an item does not become Customer-owned merely because it derives from, modifies, or relates to Customer Materials, and Ailurus' ownership of an item under this Section does not alter ownership of any Customer Materials or other pre-existing intellectual property embodied in or reflected by that item. Ailurus or the applicable Affiliate also owns generalized knowledge, methods, workflows, features, statistical relationships, models, algorithms, platform capabilities, and other generalized improvements developed by or for Ailurus or an Affiliate that do not identify Customer and do not disclose or permit reasonable reconstruction of Customer Materials or Results (collectively, "Generalized Improvements"), and may use and commercialize them subject to Section 10. To the extent Customer acquires any right in anything owned by Ailurus or an Affiliate under this Section, Customer hereby assigns, and where an immediate assignment is not legally effective agrees to assign, that right to Ailurus or its designee. Customer shall not disclose any such intellectual property or Ailurus Technology to support any publication or patent application without Ailurus' express prior written consent. At Ailurus' request and expense, Customer will reasonably assist Ailurus in securing and recording its rights in such intellectual property. Except as expressly stated in this Agreement or the Contract, Customer does not acquire any license or rights in Ailurus Technology or in any third-party materials or technology used in connection with the Order.
9.4 Intellectual Property Transfer to the Customer As between the Parties, Customer retains all rights it has in Customer Materials, including unmodified nucleotide and amino-acid sequences. Subject to this Agreement and the applicable Contract, Ailurus hereby assigns, and where an immediate assignment is not legally effective agrees to assign, to Customer all right, title, and interest that Ailurus has in the Results. For clarity, a custom sequence, construct, design, derivative, modification, invention, discovery, or other item is Customer-owned only if it qualifies as a Result under Section 4.2. No process data, intermediate work, or other output is transferred merely because it was generated in connection with an Order or derives from, modifies, or relates to Customer Materials. The use of Ailurus Technology to generate a Result does not prevent transfer of the Result itself; however, Customer ownership of a Result does not transfer any separately identifiable, pre-existing, or underlying Ailurus Technology or other pre-existing or third-party intellectual property embodied in or used to generate that Result, any Generalized Improvements, or any improvements subsequently developed by or for Ailurus. Customer receives no license or other right except as expressly granted in this Agreement or the Contract. At Customer's request and expense, Ailurus will reasonably assist Customer in securing or recording Customer's rights in the Results.
9.5 Continued Research and Development Use Ailurus and its Affiliates may retain and continue to use materials, sequences, data, and information submitted by or for Customer, or delivered or made available to Customer, under an Order for internal research and development, including the development or improvement of Products and Services. This right continues after the Order ends unless it is expressly excluded or narrowed before performance begins in the applicable Quote or another written agreement.
9.6 Exceptions Sections 9.3 and 9.4 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 property, and do not restrict either Party from researching or commercializing its own materials or intellectual property independently of this Agreement. Except as expressly provided in this Agreement or the applicable Contract, this Agreement does not grant either Party any right, whether by implication, estoppel, or otherwise, to use the other Party's property and does not transfer title to either Party's owned or licensed intellectual property, which remains the property of that Party or its licensors. Confidentiality obligations are governed by Section 10.
9.7 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. Definitions and Roles. "Purpose" means evaluating, entering into, administering, performing, supporting, or enforcing an Order and any other use expressly permitted by this Agreement or the applicable Contract. The Party disclosing Confidential Information is the "Discloser" or "Disclosing Party", and the Party receiving it is the "Recipient". "Representatives" means a Recipient's directors, officers, employees, personnel, professional advisers, contractors, and subcontractors who need access for the Purpose. Confidential Information has the meaning stated in Section 1.8.
10.2. Exclusions from Confidential Information. 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; (v) the Discloser gives written permission to the Recipient to disclose; or (vi) solely where Ailurus is the Recipient, consists of Generalized Improvements owned by Ailurus or an Affiliate under Section 9.3 and does not identify Customer or disclose or permit reasonable reconstruction of Customer Materials or Results.
10.3. Obligations of the Recipient The Recipient shall: (i) use the Confidential Information solely for the Purpose and disclose it only as expressly permitted by this Agreement or the applicable Contract or 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 otherwise 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) not reproduce Confidential Information except as required to accomplish the Purpose; (v) not reverse engineer, decompile, or disassemble any of the Discloser's Confidential Information unless expressly permitted by this Agreement or the applicable Contract; (vi) not use Confidential Information to make, have made, or sell any products or services that compete with the Discloser's products or services unless expressly permitted by this Agreement or the applicable Contract; (vii) promptly notify the Discloser of any actual or reasonably suspected unauthorized use or disclosure of Confidential Information. If the Recipient or its Representatives are required by law to disclose any Confidential Information, the Recipient shall, to the extent legally permitted, 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. However, trade secrets will remain protected for so long as they qualify as trade secrets under applicable law. Customer Materials, non-public nucleotide and amino-acid sequences, and Results will remain protected until they enter the public domain other than through a breach of this Agreement or their owner authorizes disclosure in writing.
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. Confidentiality status and the identity of the Discloser do not determine ownership, which is governed by Sections 9.3 and 9.4 and the applicable Contract.
10.6. Return of Confidential Information Except to the extent retention or continued use is permitted or required by this Agreement or applicable law, 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. This disclaimer does not limit any express warranty or remedy stated in Section 6 or the applicable Contract. 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; (d) any third-party claims arising from Customer's use of the Products and Services; or (e) any third-party claim alleging infringement or violation of that third party's rights by Customer Materials, Customer's instructions, or Ailurus' use of either as permitted under this Agreement or the Contract, except to the extent the claim arises from Ailurus' use outside the scope of this Agreement or the Contract.
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 an existing Contract is effective unless accepted by both Parties in writing, including by signed document, email, or an electronic acceptance process expressly presented for that Contract.
12.3. Governing Law and Forum. The Agreement and its performance will be governed by the substantive laws of the jurisdiction in which Ailurus has its registered office when the Order is formed, without regard to that jurisdiction's conflict-of-law rules. If Ailurus is AILURUS LTD, that jurisdiction is Scotland. If Ailurus is registered in mainland China, the laws of the People's Republic of China apply, excluding the laws of Hong Kong SAR, Macau SAR, and Taiwan solely for this governing-law clause. Unless the applicable Quote or Contract contains a valid and enforceable written arbitration agreement, the courts having jurisdiction over that registered office shall have exclusive jurisdiction. Any such valid and enforceable arbitration agreement controls to the extent of conflict. 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 email to the applicable Order contact, 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.
12.10. Mandatory Rights. Nothing in these Terms excludes or limits rights or remedies that cannot lawfully be excluded or limited, including any mandatory rights applicable to an individual consumer.