These Terms of Service (“Terms”) govern all orders for wafer production services (“Services”) from Science Wafer Services LLC, a subsidiary of Science Corporation (“Science”). The purchaser (“Purchaser”) will be deemed to have assented to these Terms by ordering Services and wafers or chips created by such Services (“Deliverables”) from Science.
1. Orders and Acceptance
(a) Purchaser shall order Services by creating an account and placing a service order online at Science’s website https://science.xyz/services/foundry/ (the “Foundry Site”) and providing all requested information, including the order name, Purchaser name, the wafer production technology being requested (e.g. thin film electrode, silicon-on-insulator, piezo, polysilicon, or any other wafer production technology listed on the Foundry Site (collectively, “Technology”)), any post-processing options, desired start date from list of options provided on the Foundry Site, and applicable designs, diagrams, and other artwork (“Purchaser Materials”). Notwithstanding anything to the contrary contained in these Terms, Science may, from time-to-time, change its methods or processes relating to Services without the consent of Purchaser. As such, Science retains the right to change the specifications for any Services, including the dimensions, composition, design, performance, color and appearance of Deliverables, and to provide updates for the Software (defined below), provided that, for purposes of the limited warranty set forth in Section 4(a), the specifications applicable to any Services ordered hereunder will be the specifications in place at the time such Services are performed.
(b) All orders are subject to acceptance by Science, which may be given or withheld in Science’s sole discretion. Science may accept orders by way of written acknowledgment sent to Purchaser (“Online Sales Confirmation”) or Science’s commencement of performance, and no order will be deemed accepted otherwise.
(c) Once accepted by Science in accordance with Section 1(b), Purchaser’s order is firm and binding on Purchaser, and Purchaser may not change, cancel, terminate, suspend performance of, or issue a hold on, any order, in whole or in part, without the prior written consent of Science, which consent, if given, shall be upon terms that will compensate Science for any loss or damage therefrom, including any work in process or Services performed and loss of profits, incurred costs, and a reasonable allocation of general and administrative expenses relating to the Services. In addition to and without limiting the foregoing, if Science elects to consent to a cancellation of an order for Services, the following cancellation fees will apply:
a. If canceled within 15 days prior to the start date, a cancellation fee of 25% of the total order amount will apply.
b. If canceled on or after the start date, a cancellation fee of 100% of the total order amount will apply.
2. Price and Payment
(a) The fixed price for the Services is as stated in the Online Sales Confirmation or, if no Online Sales Confirmation is issued, on the Foundry Site at the time the order was placed. All payments will be made in US dollars. Unless expressly agreed to in writing by Science, prices calculated in the Foundry Site or Online Sales Confirmation are for the Services described on the Foundry Site or in such Online Sales Confirmation, and do not include any technical data, patent rights, or other Intellectual Property Rights (defined below) of any kind.
(b) Purchaser will submit an electronic payment method at the time of purchase. The purchase price will be as set forth in the Online Sales Confirmation. Purchaser’s payment method will be charged in accordance with the payment terms set forth in the Online Sales Confirmation; provided that, for the avoidance of doubt, Purchaser reserves the right to require payment in full or in part prior to performance of the Services or delivery of Deliverables. In the event of a good faith dispute regarding a purchase, Purchaser must notify Science of any such dispute within ten (10) days of the date of the Online Sales Confirmation or delivery of the relevant Deliverables, whichever is earlier. If Purchaser fails to notify Science of any disputed charges within such timeframe, then Purchaser must pay the charged amount in full and may no longer dispute any invoiced amounts. Purchaser’s transaction expenses and/or bank fees, if any, associated with payment shall not be deducted from funds owed to Science. All sales are final.
(c) Science may cancel any of Purchaser’s orders, reject any of Purchaser’s future orders, suspend delivery of any Deliverables or performance of any Services, retain possession of and title to the Deliverables, and take such other action as appropriate if Science is unable to process Purchaser’s payment information and Purchaser does not provide an alternative form of payment upon Science’s request. Purchaser agrees to reimburse Science for any and all costs incurred in collecting amounts owed by Purchaser to Science, including attorneys’ fees and costs of collection agencies.
(d) Prices and orders do not include transportation, insurance, or any federal, state, municipal or local excise, sales, use or other taxes or customs duties which are applicable to the Deliverable. Such tax and duties will be added by Science to the sales price if Science has the legal obligation to collect the same and Purchaser will pay such taxes and duties unless Purchaser provides Science with a proper tax exemption certificate for each jurisdiction in which taxes otherwise would be due. In the event Science is required to pay any such tax or duty at the time of sale or thereafter, Purchaser will reimburse Science for the total amount of any such tax or duties.
(e) Science reserves the right to adjust prices upon two (2) days’ notice to Purchaser for any reason for Services not yet performed, including due to increase in the costs of raw materials or other production-related inputs. Notwithstanding anything to the contrary in Section 1(c), within two (2) days’ of such notice, Purchaser may cancel its order(s) that are subject to such price increase. If Purchaser does not cancel the applicable order(s) within such timeframe, Purchaser agrees to accept such price adjustments until the completion and delivery of the order. All prices and other terms are subject to correction in the event of online glitches or interruptions.
3. Performance, Insurance, Shipping, and Risk of Loss
(a) Performance and shipping dates specified or communicated by Science to the Purchaser are approximate dates only and the failure to perform or ship on such dates shall not be considered a breach by Science. Unless otherwise agreed to in writing by Science, all necessary handling, loading, and other transportation will be at the expense of Purchaser, as contemplated during the online checkout process. Science reserves the right to ship Deliverables freight collect and to select the means of transportation and routing. Purchaser, at its expense, shall fully insure Deliverables resulting from Services against all loss or damage until Science has been paid in full, or the Deliverables have been returned in accordance with Section 4(g) to Science. Notwithstanding the foregoing, Science may insure to the full value of the Deliverables or declare full value thereof to the transportation company at the time of delivery and all such freight and insurance costs will be paid by Purchaser or if paid by Science, will be separately stated on the invoice and reimbursed by Purchaser. Title and risk of loss or damage to Deliverables will pass to Purchaser EXW (Incoterms 2020) upon delivery to the carrier at Science’s foundry. Science shall not be liable for damages or penalty for delay in delivery or for failure to give notice of any delay, and the carrier shall not be deemed to be an agent of Science. Confiscation or destruction of, or damage to Deliverables shall not release, reduce or in any way affect the Purchaser’s obligations to pay for such Deliverables or the Services.
(b) Science hereby reserves, and Purchaser hereby grants to Science, a purchase money security interest (“PMSI”) in the Deliverables sold hereunder and all the proceeds thereof, including but not limited to, insurance proceeds, to secure performance of all of Purchaser’s obligations hereunder. Purchaser’s failure to pay any amount when due shall give Science the right to repossess and remove the Deliverables. Purchaser agrees, without further consideration, at any time to do or cause to be done, executed and delivered, all such further acts and instruments as Science may reasonably request in order to perfect Science’s PMSI. Purchaser agrees that Science shall have the authority to file any documents necessary, including but not limited to, any UCC-1 (or similar) financing statement or continuation statement, to perfect and maintain the perfection of Science’s PMSI granted hereunder.
(c) Deliverables and the sufficiency of any related Services will be deemed accepted upon tender of delivery of such Deliverables. The Purchaser will have the right to inspect the Deliverables upon tender of delivery thereof. Purchaser shall promptly notify Science, but no later than ten (10) days after delivery of the particular shipment, of any missing Deliverables, provided that Purchaser shall provide Science with the opportunity to inspect any shipment that is alleged to improperly omit any Deliverables, including through video, photo and/or in person inspection. If Purchaser discovers any errors, alleged defects, or nonconformities in its inspection, as compared to the final design for the Deliverables mutually agreed upon by Science and the Purchaser, unless Science has previously informed Purchaser that such defect or nonconformity will or could occur if the Services are provided in alignment with the Purchaser Materials, Purchaser may reject such defective or nonconforming Deliverables by promptly providing written notice of the error and returning the defective Deliverables as set forth in Section 4. All such warranty claims shall be resolved as stated in Section 4.
4. Limited Warranty
(a) Science warrants that Services will be performed by qualified personnel in a professional, workmanlike manner in accordance with standards reasonably acceptable in the industry and applicable to the Services and any specifications and other guidance provided by Purchaser at time of order that meet Science’s minimum requirements as set forth on the “Design Rules” for each Technology, which can be found on the Foundry Site. This warranty shall end thirty (30) days after the ship date. As Science’s sole and exclusive liability, and Purchaser’s sole and exclusive remedy, for any breach of the warranty in this Section 4(a), Science shall, in its sole discretion, re-perform the applicable Services or credit or refund the price of such Services at the pro rata contract rate (explained further in Section 4(e)). Purchaser acknowledges the developmental nature of the Services and understands that Science does not represent or warrant that any target specifications will be achieved or that commercially usable devices will result from the Services.
(b) Science warrants that any Software provided by Science in connection with Deliverables will function substantially in accordance with Science’s standard, published documentation therefor in effect as of the date of shipment for a period of ninety (90) days from the date of delivery.
(c) The warranties in Sections 4(a) and 4(b) do not apply to damage to Deliverables caused by ordinary wear and tear, and are conditioned upon (i) dicing, packaging, and normal use of Deliverables and installation, maintenance and normal use of the Deliverables and any applicable Software in conformity with the specifications and other instructions furnished by Science from time to time, and in a manner and for purposes for which such Deliverables or Software were designed and intended by Science; (ii) no labels or tamper-resistant mechanisms having been removed from the Deliverables or Software; and (iii) the Deliverables and Software not having been subjected to misuse, neglect, accident, alteration, improper installation, repair not authorized by Science, or combination with items not supplied by Science which, in the reasonable judgment of Science, adversely affect the condition or operation of the Deliverables or Software.
(d) All third-party products (including software) sold by Science carry only the original manufacturer's warranty applicable to Purchaser and Science makes no warranties with respect to such products. Any Deliverable repaired or replaced under warranty is only warranted for the period of time remaining in the original warranty for the applicable Service.
(e) To the extent that a Service does not conform to the warranty set forth in Section 4(a) or the Software does not conform to the warranty set forth in Section 4(b), Science will, at its sole option, either repair or replace the affected Deliverables or Software or issue a credit note for any such defective or nonconforming Services as an alternative to repair or replacement, in each case upon return of the affected Deliverables to Science during the warranty period stated above and in accordance with Section 4(g), provided that (A) Science is promptly notified (but no later than thirty (30) days after the claimed defect is discovered) in writing with a detailed explanation of the alleged deficiencies upon Purchaser’s discovery of such deficiencies; and (B) Science’s examination of the affected Deliverables confirms that the relevant Services were defective or nonconforming with respect to the applicable specifications. Purchaser must return the affected Deliverables to Science, even if Science, at its option, delivers replacement Deliverables in advance of such return; otherwise Purchaser must pay Science the full purchase price for such replacement Services. Purchaser’s remedies for breach of warranty with respect to the Deliverables and Software will be limited exclusively to those provided in this Section 4(e).
(f) The warranties in this Section 4 are the only warranties made by Science with respect to the Deliverables, Software, and Services. No representative or person is authorized to bind Science for any other warranty, obligation or liability, express or implied. The warranties provided in this Section 4 are made to the original Purchaser only at the original location and are non-transferable, and may only be modified or amended by a written instrument signed by a duly authorized officer of Science.
(g) No Deliverables may be returned to Science without Science’s prior written consent and issuance of a Returned Material Authorization form (“RMA”). Purchaser shall obtain a RMA number from Science prior to returning any Deliverables and return the Deliverables prepaid and insured to Science to the FOB Destination. Any Deliverables which has been returned to Science but which is found to have been manufactured in accordance with the warranty for the Services set forth in Section 4(a), shall be subject to Science’s standard examination charge in effect at the time which shall be charged to the Purchaser. Where any Deliverable is returned without an itemized statement of claimed defects, Science will not evaluate the Deliverable but will return it to the Purchaser at the Purchaser's expense. The risk of loss of the Deliverables shipped or delivered to such location as Science may designate for repair or replacement will be the responsibility of Purchaser. The repair or replacement of the Deliverables, or re-performance of any Services does not extend the original warranty period, if any.
(h) THE EXPRESS LIMITED WARRANTIES IN SECTIONS 4(A)-(B) ARE IN LIEU OF, AND SCIENCE AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM, ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE DELIVERABLES, SOFTWARE, AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND THEIR ANALOGS UNDER THE LAWS OF ANY JURISDICTION. IN ADDITION, SCIENCE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR PURCHASER’S USE OF THE DELIVERABLES IN OR ON HUMANS, INCLUDING INTEGRATION WITH IMPLANTABLES OR OTHER MEDICAL DEVICES (“HUMAN USES”), AND SCIENCE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY REGULATORY CLEARANCE OR APPROVAL FOR THE DELIVERABLES OR ANY HUMAN USE. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
5. Software License
For software developed by Science and provided in connection with any Deliverable and all related documentation (collectively "Software"), Science hereby grants Purchaser a perpetual, non-exclusive license to use the Software solely in the operation of the single Deliverables for which such Software was provided. Such license is transferable only with the transfer of ownership of a Deliverable into which the Software has been embedded and is otherwise nontransferable. For clarity, Science is not transferring any title or ownership rights, including any Intellectual Property Rights, in and to the Software (which shall remain solely with Science). All Software has been developed at private expense and each Software component is a “Commercial Item” as defined in 48 C.F.R. §2.101, consisting of “Technical Data”, “Commercial Computer Software”, and/or “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §§ 12.211 and 12.212 (or 48 C.F.R. §§ 227.7102 and 227.7202, as applicable) and may only be licensed to or shared with U.S. Government end users with the rights as are set forth herein. Any U.S. Government end user acquires the Deliverables and a non-exclusive license to the Software with only those rights set forth herein.
6. Limitations of Liability
(a) IN NO EVENT SHALL SCIENCE OR ITS SUPPLIERS OR LICENSORS BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY LOSS OF USE, REVENUE, OR ANTICIPATED PROFITS, COST OF PROCURING REPLACED OR REPAIRED GOODS (INCLUDING LABOR, INSTALLATION, REMOVAL OR OTHER COSTS INCURRED BY PURCHASER), OR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, CONTINGENT OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE DELIVERABLES, THE SOFTWARE, THE SERVICES, OR THESE TERMS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF SCIENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SCIENCE’S AGGREGATE LIABILITY FOR ALL DAMAGES OR CLAIMS ARISING OUT OF OR RELATING TO THE DELIVERABLES, THE SOFTWARE, THE SERVICES, OR THESE TERMS SHALL IN NO EVENT EXCEED THE AMOUNT PURCHASER PAID FOR THE DELIVERABLE(S) OR SERVICE(S) GIVING RISE TO THE CLAIM OR DAMAGES (“DAMAGES CAP”). THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
(b) Purchaser is solely responsible for compliance with all applicable laws, rules and regulations in the use of the Deliverables, including obtaining any regulatory clearances or approvals necessary for any Human Uses. Science will have no responsibility or obligation to provide information, access, or support in connection with Purchaser’s compliance with applicable laws, rules and regulations or seeking such regulatory clearances or approvals.
(c) The Damages Cap is cumulative, with all payments to Purchaser for claims or damages being aggregated to determine satisfaction of the limit. The existence of one or more claims will not enlarge the limit. No claim, suit or action will be brought against Science more than one year after the related cause of action has transpired.
(d) Purchaser acknowledges that Science has set its prices and fees and agreed to sell Services to Purchaser in reliance upon the limitations of liability, disclaimer of warranties, exclusion of damages and exclusive remedies set forth herein, and that the same form an essential basis of the bargain between the parties, without which Science would not have agreed to sell Services to Purchaser.
7. Rights in Intellectual Property
(a) As part of the ordering process, Purchaser shall upload Purchaser Materials setting forth specifications, instructions, and other information necessary for Science to perform the Services for Purchaser and manufacture the Deliverables. As between Science and Purchaser, Purchaser retains all intellectual property rights that it has, including copyrights, patent rights, trademark rights, trade secret rights, and all similar rights (collectively, “Intellectual Property Rights”) in and to the Purchaser Materials. Purchaser hereby grants Science a nonexclusive, limited duration license to any such Intellectual Property Rights to the extent reasonably necessary for Science to perform the requested Services for Purchaser and manufacture the requested Deliverables (including maintaining records that may be useful for future provision of Services). Without limiting the foregoing, to the extent that the Purchaser Materials are duplicative of or the same as or similar to the designs, diagrams, artwork, masks, or other materials created, developed or acquired by Science prior to the date of, or independently of, the Online Sales Confirmation (“Pre-Existing Materials”), Science shall retain its Intellectual Property Rights in and to the Pre-Existing Materials.
(b) To the extent the Services are performed pursuant to Purchaser Materials, Purchaser represents and warrants that it has all necessary right, title, and interest in such Purchaser Materials, and that the design and all information and technology contained in such Purchaser Materials do not infringe the Intellectual Property Rights of a third party and were not developed on the basis of misappropriated Intellectual Property Rights of a third party.
(c) Purchaser acknowledges that except as set forth in Section 7(a), all internal hardware, Software, and functionality not readily visible from external view of the Deliverable constitute the confidential information of and embody Intellectual Property Rights of Science and, accordingly, Purchaser agrees not to: (i) reverse engineer any Deliverables or any Software; (ii) disassemble any Deliverables, including by removing any Software, components or parts of components from such Deliverables or its respective housings; (iii) decompile, disassemble or otherwise attempt to derive the source code, algorithms, models, designs, or architecture any Deliverables or any Software; (iv) copy or make any reproduction of any Deliverables or Software or any part of any Deliverables or Software; (v) alter any Software other than in accordance with Science’s instructions for updating such Software; or (vi) facilitate or permit any third party to do any of the foregoing without Science’s prior written approval, such approval to be separate from any acceptance from any order. The foregoing restrictions do not apply to the extent that such restrictions are prohibited by applicable law notwithstanding the terms of these Terms.
(d) As between Science, its licensors, and Purchaser, Science (and/or its licensors) retains all Intellectual Property Rights covering or embodied in the Deliverables and Software and any other technology, materials, techniques, procedures, methods, processes, or products (including mask works) that are developed, created, derived or produced by or on behalf of Science. Purchaser receives no right or license, by implication, estoppel or otherwise, to any such Intellectual Property Rights under these Terms. Purchaser will not remove any copyright, patent, trademark or other proprietary notices, markings or legends from the Deliverables or Software.
(e) In the event that Purchaser provides any suggestions or feedback regarding the Deliverables or Software, Purchaser hereby grants to Science a non-exclusive, perpetual, irrevocable license to use and exploit all such suggestions or feedback in connection with Science's Deliverables, Software, and other products and services without restriction.
(f) The Software may include certain software that is licensed under an open source license. Nothing in these Terms is intended to limit Purchaser’s rights to such open source software under the applicable open source licenses.
8. Publications and Attribution
If Purchaser orders multi-project wafer Services and seeks to publish, issue or release a research publication, press release or marketing materials relating to any information that arises from or concerns any aspect of such Services, Purchaser shall include the following acknowledgement statement in such research publication, press release or marketing materials, provided, however, that Purchaser may make reasonable modifications to such statement with Science’s prior approval.
“We would like to thank Science Corporation for providing essential multi-project wafer services for this project.”
9. Confidential Information
(a) If there is an existing non-disclosure agreement in place between Science and Purchaser that covers the information exchanged in connection with these Terms (an “NDA”), that existing agreement will control and supersede this Section 9(a). Otherwise, Purchaser will: (a) treat as confidential information of Science any non-public information received or learned by Purchaser hereunder or otherwise received or learned from Science, including information regarding the non-public aspects of the Deliverables and Software, any pricing information about the Services, and Science’s business plans and technology; (b) reasonably protect such information from disclosure; and (c) not use or disclose such information other than as expressly authorized by Science in writing. The foregoing obligations will not apply to any information that Purchaser can demonstrate is or becomes generally available to the public without breach of these Terms, is provided to Purchaser by a third party that does not owe a duty of confidentiality with respect to such information, is already known to Purchaser, without a duty of confidentiality, prior to disclosure to Purchaser by Science, or is independently developed by Purchaser without use of or reference to Science’s confidential information.
(b) Nothing in these Terms or any NDA will limit or restrict Science’s right to use Residual Information for any purpose in its business. “Residual Information” means any information in intangible form (including, without limitation, ideas, concepts, know-how, or techniques) that is retained in the unaided memory of Science’s representatives who use or have access to such information. Science shall not have any obligation to limit or restrict the work assignments of any of its representatives or to pay Purchaser any royalties for any work product developed in reliance on or through the use of, in whole or in part, any Residual Information.
10. Indemnity
Purchaser will indemnify and hold Science and its affiliates harmless from all costs, losses, liabilities and expenses arising out of or related to any third-party claim, suit, or proceeding brought against Science or its affiliates that arises out of (a) the use, storage, sale, resale, processing, or other disposition of the Deliverables (including any use of the Deliverables in connection with Human Uses, including integration of the Deliverables with implantable or other medical devices), (b) the use of Purchaser Materials in connection with the foregoing or the manufacturing of the Deliverables, or (c) breach of any representations or warranties made by or on behalf of Purchaser (whether to Science or any third party).
11. General Terms
(a) These Terms may not be superseded, canceled, modified, or amended except in a writing stating that it is such a modification and signed by an officer or authorized representative of Science. If any provision of these Terms is determined to be invalid, illegal, or unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties and the remaining provisions will remain in full force and effect.
(b) Nothing contained in these Terms is intended implicitly, or is to be construed, to constitute Science and Purchaser as partners or joint venturers in a legal sense. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
(c) These Terms are 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 these Terms.
(d) Purchaser will use the Deliverables and Software solely and exclusively in accordance with these Terms, any applicable specifications provided by Science, and any instructions provided by Science. Without limiting the foregoing, Purchaser will not: (i) use the Deliverables or Software, for any military purposes (including for actual or anticipated combat operations or integrating the Deliverables or Software into any Integrated Devices intended for use by any military); (ii) sell, provide, or otherwise dispose of any Deliverable without Science’s prior written approval; or (iii) permit any third party to do any of the foregoing. Notwithstanding the foregoing, Purchaser may resell Deliverables to third parties solely as part of an integrated device that contains substantial material and technology in addition to the Deliverable, in which the Deliverable is physically integrated only as a subcomponent and not the primary aspect or functionality of such Deliverable (an “Integrated Device”). As a condition of this resale right: (A) Purchaser's terms and conditions of sale for such Integrated Device will incorporate warranty disclaimers, limitations of liability and reverse engineering provisions in favor of Science (who may be referred to as Purchaser's supplier) that are at least as protective as the applicable terms of these Terms, (B) Purchaser understands and agrees that Purchaser is deemed the “producer” of all Integrated Devices under any laws, regulations or other statutory scheme providing for the marking, collection, recycling and/or disposal of electrical and electronic equipment in any jurisdiction whatsoever (for example national laws implementing EC Directive 2002/96 on waste electrical and electronic equipment, as amended), and will be solely responsible for complying with all such applicable laws, rules and regulations, and (C) to the extent that the Deliverables are integrated into any Integrated Devices intended for Human Uses, Purchaser understands and agrees that it will be solely responsible for complying with all applicable laws, rules and regulations, including laws, rules and regulations requiring regulatory clearance or approval of the Deliverables or any Integrated Devices in connection with any Human Uses. In the event of an actual or suspected breach of the Purchaser’s terms of sale for any Integrated Device where such breach relates to the Deliverables, Purchaser will: (1) notify Science of the actual or suspected breach, the notice to include the name of the alleged violator and a copy of the applicable terms of sale and (2) use its best efforts to remedy any actual or suspected breach.
(e) These Terms, together with any non-disclosure agreements, Science quotation, Online Sales Confirmation, or written agreement executed by a duly authorized Science representative, constitutes the entire agreement between the parties hereto concerning the subject matter of these Terms, and there are no other understandings, agreements, representations, conditions, warranties, or other terms, express or implied, which are not specified therein. Any language or general terms contained on Purchaser’s standard purchase order or website or contained in any other paper or electronic ordering document or agreement provided in the course of the ordering process, will be of no force and effect and will not supersede, modify or amend these Terms.
(f) The validity, performance and construction of these Terms, and any disputes arising from or relating thereto, will be governed by the laws of the State of California without reference to its conflict of laws principles. The California state courts of Alameda County, California (or if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California) will have exclusive jurisdiction and venue over any dispute arising out of any claim, dispute, or controversy among the parties arising out of or relating to these Terms, including the breach of these Terms, and Purchaser hereby consents to the jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.
(g) All notices required hereunder shall be: (i) in writing and personally delivered; (ii) sent by facsimile or email transmission if the sender on the same day sends a confirming copy of such notice by reputable overnight delivery service (charges prepaid); (iii) reputable overnight delivery service (charges prepaid); or (iv) certified United States mail, postage prepaid return receipt requested. All notices for Science will be sent to Science’s address set forth in these Terms or such other address as Science may specify in writing under this Section 11(g). All notice for Purchaser will be sent to Purchaser’s address set forth in the order or, if no such address is specified, to Purchaser’s address in Science’s most recent records.
(h) Use of the word “including” herein means “including but not limited to” and “including without limitation.” The governing language of these Terms is English, and all notices will be in the English language. Any translation is for convenience only and will have no effect on the interpretation of these Terms.
(i) These Terms will not be assignable by either party without the prior written consent of the other party hereto, except that Science may assign these Terms without Purchaser’s consent in connection with a merger, acquisition, change of control or sale of substantially all of the assets of Science to which these Terms relates. These Terms will be binding upon and enforceable against the parties’ successors and permitted assigns.
(j) Neither party shall be liable or responsible to the other party, nor shall it be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing its obligations under these Terms (except for any obligations to make payments to the other party hereunder), when such failure or delay is caused in whole or in part by events beyond the reasonable control of the impacted party, whether or not reasonably foreseeable, including any of the following force majeure events: (i) acts of God; (ii) flood, fire, earthquake, hurricane, tornado, volcanic eruption, tsunami, landslide, explosion, epidemic, or pandemic; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) quarantine, embargo, blockade, or any other action or order by a governmental authority, including change of laws or regulations, or declaration of a state of emergency; (v) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (vi) disruption in the supply of adequate power, fuel, materials, components, or communications or transportation facilities, or other commercial impracticability.
(k) No failure on the part of Science or Purchaser to exercise, and no delay in exercising, any right under these Terms or any right provided by contract, statute, at law, or in equity, will impair, prejudice or constitute a waiver of any such right, nor will any partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.