End-User License Agreement (EULA)

Last Updated: November 03, 2023

Please read this End-User License Agreement (“EULA”) carefully before using the LifeSupport™ Support Material (“ LifeSupport™”). By using LifeSupport™, you the (“User”) are agreeing to be bound by the terms and conditions of this EULA. If the User does not agree to the terms of this EULA, do not purchase LifeSupport™ and do not use LifeSupport™.

Description

LifeSupport™ allows the User to practice Freeform Reversible Embedding of Suspended Hydrogels (FRESH™) printing. FRESH™ printing is a novel technique which allows 3D bioprinting and other 3D printing to print materials without the limitations of gravity. LifeSupport™ also allows the User to practice FRESH™ printing, which is equivalent to FRESH™ printing but with non-hydrogel materials being printed.

Use and Ownership

FluidForm, Inc. (“FluidForm Bio™”) hereby grants to the User a non-exclusive, non-sublicensable, non-transferrable, limited right from the User to practice US patent 10,150,258, “Additive Manufacturing of Embedded Materials”, PCT/US2018/026604, and other such patents and applications related to the above while using LifeSupport™ for research purposes. The User may not copy, reverse engineer, or disassemble LifeSupport™ or make any derivatives thereof. The purchase of a quantity of LifeSupport™ includes the right to practice the FRESH™ printing method solely for research purposes in connection with the use of LifeSupport™.

Restrictions

The User agrees not to, and not to permit others to: license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit LifeSupport™ or make LifeSupport™ available to any third party, or to use the FRESH™ printing method for any purpose other than research purposes.

Modifications

FluidForm Bio™ reserves the right to modify, suspend, or discontinue, temporarily or permanently, the supply of LifeSupport™ or any service to which it connects, with or without notice and without liability to the User.

Term and Termination

The rights contained in this EULA shall remain in effect while the purchased quantity of LifeSupport™ is being used by the User. The User shall have no rights to use the FRESH™ printing method beyond the purchased quantity of LifeSupport™, and no rights to use the FRESH™ printing method or LifeSupport™ that extend beyond research purposes.

Severability

In the event that any provision of this EULA is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remainder will continue in effect, to the extent consistent with the intent of the parties as of the Effective Date. The terms and conditions of this EULA are severable. If any term or condition of this EULA is deemed to be illegal or unenforceable under any rule of law, all other terms will remain in force.

Amendments to this EULA

FluidForm Bio™ reserves the right, at its sole discretion, to modify or replace this EULA at any time.

No Warranty

THE USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF LIFESUPPORT™ AND THE USER’S RELIANCE ON THE OPERATION, OUTPUT OR RESULTS OF LIFESUPPORT™ IS AT THE USER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH THE USER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIFESUPPORT™ IS PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND FLUIDFORM BIO™ HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS.

Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL FLUIDFORM BIO™ BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST OR MODIFIED DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO (I) THE USER’S USE OF OR INABILITY TO USE LIFESUPPORT™ OR (II) ANY OTHER MATTER RELATING TO LIFESUPPORT™, IN EACH CASE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF FLUIDFORM BIO™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FLUIDFORM BIO™’S TOTAL LIABILITY TO THE USER FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF THE USER IS DISSATISFIED WITH ANY PORTION OF LIFESUPPORT™ OR WITH THIS LICENSE, THE USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF LIFESUPPORT™.

Indemnity and Release

The User agrees to release, indemnify and hold FluidForm Bio™ and its aﬃliates and its oﬃcers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to the User’s use of LifeSupport™, the FRESH™ printing method, the User’s violation of this EULA, or the User’s violation of any rights of another party.

Export Restrictions

The User may not use or otherwise export or re-export LifeSupport™ except as authorized by United States law and the laws of the jurisdiction in which LifeSupport™ was obtained. In particular, but without limitation, LifeSupport™ may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using LifeSupport™, the User represents and warrants that the User is not located in any such country or on any such list. The User also agrees that the User will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of chemical or biological weapons.

Choice of Law

This License, its construction, and the User’s use of LifeSupport™ will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to the conﬂict of laws rules thereof that would require the application of the law of a diﬀerent jurisdiction.