Standard Terms and Conditions

For Use of Versagel® Product

By opening the packaging containing a VersaGel® product (“Product”) or by using such Product in any manner, you are consenting and agreeing to be bound by the following terms and conditions.  You are also agreeing that the following terms and conditions constitute a legally valid and binding contract that is enforceable against you.  If you do not agree to all of the terms and conditions set forth below, you must promptly return the Product for a full refund prior to using them in any manner.

1.  Acceptance

ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER’S ASSENT THERETO.  NO VARIATION OF THESE TERMS AND CONDITIONS SHALL BE BINDING UPON CYPRE INC. (“Cypre”) UNLESS AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CYPRE.  For purposes of this agreement, “Seller” shall mean either Cypre, if the Product is purchased directly from Cypre, or a Cypre authorized reseller. Buyer, by accepting the Product shall be deemed to have assented to the terms and conditions set forth herein, notwithstanding any terms contained in any prior or later communications from Buyer and whether or not Seller shall specifically or expressly object to any such terms.  

2.  Warranties

Notwithstanding Buyer’s acceptance of thereof, if Product is purchased directly from Cypre, Cypre warrants that for a period of sixty (60) days from the date of delivery that the Product shall conform in all material respects with the Product Specifications provided by Cypre with the Product. If Product is purchased from a Cypre authorized reseller, any warranty obligations shall be provided in writing directly by such Cypre authorized reseller to Buyer.  THIS WARRANTY IS EXCLUSIVE AND CYPRE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the Product in any manner, has failed to use the Product in accordance with industry standards or practices or has failed to use the Product in accordance with instructions, if any, furnished by Seller.  

BUYER'S EXCLUSIVE REMEDY WITH RESPECT TO PRODUCT PROVED TO SELLER'S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN SELLER'S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH SELLER'S INSTRUCTIONS.  NEITHER SELLER NOR CYPRE SHALL IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCT, EVEN IF SELLER OR CYPRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE.

3.  Buyer's Use of Product

Buyer shall not use this Product for any commercial purpose, including without limitation performance of assay services, unless expressly agreed to in writing by Cypre or as specifically authorized by Cypre through a Cypre distributor.  Buyer agrees that no rights or licenses under Cypre's patents shall be implied from the sale of the Product, except as expressly provided herein or as specifically agreed to in writing by Cypre, and Buyer does not receive any right under Cypre's patent rights hereunder.  Buyer acknowledges and agrees that the Product(s) are sold and licensed only for use with Cypre's Symphony® Instrumentation and authorized consumables as indicated in the latest version of a licensed protocol or otherwise in writing by Cypre.  Buyer further acknowledges that the Product has not received approval from the United States Food and Drug Administration or other federal, state or local regulatory agencies and have not been tested by Seller or Cypre for safety or efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Seller's technical specifications or material data sheets furnished to Buyer. Buyer expressly represents and warrants to Seller that Buyer will use the Product in accordance with the Product label, if applicable, and will properly test and use any Product in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with the United States Food and Drug Administration and all applicable domestic and international laws and regulations, now and hereinafter enacted.

BUYER HEREBY GRANTS TO CYPRE A NONEXCLUSIVE, WORLDWIDE, UNRESTRICTED, ROYALTY-FREE, FULLY PAID-UP LICENSE, WITH THE RIGHT TO GRANT AND AUTHORIZE SUBLICENSES, UNDER ANY AND ALL PATENT RIGHTS IN INVENTIONS COMPRISING MODIFICATIONS, EXTENSIONS, OR ENHANCEMENTS MADE BY BUYER TO THE PRODUCT OR TO THE MANUFACTURE OR USE OF THE PRODUCT ("IMPROVEMENT PATENTS"), TO MAKE, HAVE MADE, USE, IMPORT, OFFER FOR SALE OR SELL ANY AND ALL PRODUCT; EXPLOIT ANY AND ALL METHODS OR PROCESSES; AND OTHERWISE EXPLOIT IMPROVEMENT PATENTS FOR ALL PURPOSES. NOTWITHSTANDING THE FOREGOING, "IMPROVEMENT PATENTS" SPECIFICALLY EXCLUDES PATENT CLAIMS CONCEIVED AND REDUCED TO PRACTICE BY BUYER CONSISTING OF METHODS OF CELL OR TISSUE PREPARATION, THE COMPOSITION OF MATTER OF ANY COMPOUNDS USED IN ASSAYS DEVELOPED BY BUYER AND METHODS OF ANALYSIS OF RESULTS OF THE ASSAYS (I.E., THE ANALYSIS PROTOCOL FOR THE ASSAY).

Buyer has the responsibility and hereby expressly assumes the risk to verify the hazards and to conduct any further research necessary to learn the hazards involved in using the Product.  Buyer also has the duty to warn Buyer's customers, employees, agents, assigns, officers, successors and any auxiliary or third-party personnel (such as freight handlers, etc.) of any and all risks involved in using or handling the Product.  Buyer agrees to comply with instructions, if any, furnished by Seller or Cypre relating to the use of the Product and not misuse the Product in any manner. Buyer shall not reverse engineer, decompile, disassemble or modify the Product.  Buyer acknowledges that Cypre retains ownership of all patents, trademarks, trade secrets and other proprietary rights relating to or residing in the Product and Buyer receives no rights to such intellectual property rights by virtue of its purchase of Product other than as expressly set forth herein. Buyer shall have no right to use any trademarks owned or licensed to Cypre without the express written permission of Cypre.

4.  Buyer's Representations, Release and Indemnity

Buyer represents and warrants that it shall use the Product in accordance with Paragraph 3, "Buyer's Use of Product," and that any such use of Product will not violate any law, regulation, judicial order or injunction.  Buyer agrees to release, discharge, disclaim and renounce any and all claims, demands, actions, causes of action and/or suits in law or equity, now existing or hereafter arising, whether known or unknown, against Seller and Cypre, and their respective officers, directors, employees, agents, successors and assigns (collectively the "Released Parties"), with respect to the use of the Product.  Buyer agrees to indemnify and hold harmless the Released Parties from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney, accounting, expert witness, and consulting fees) that any of the Released Parties may sustain or incur as a result of any claim against such Released Party based upon negligence, breach of warranty, strict liability in tort, contract or any other theory of law or equity arising out of, directly or indirectly, the use of the Product or by reason of Buyer's failure to perform its obligations contained herein.  Buyer shall fully cooperate with the Released Parties in the investigation and determination of the cause of any accident involving the Product which results in personal injury or property damage and shall make available to the Released Parties all statements, reports, recordings and tests made by Buyer or made available to Buyer by others.

5.  Patent Disclaimer

Neither Seller nor Cypre warrants that the use or sale of the Product will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

6.  DISCLOSURE OF RESULTS AND METHODS; PUblication

Buyer may publish data (raw and processed), interpretations and analysis, and information and other outcomes (“Results”) resulting from use of the Product. At no time may Buyer publish or otherwise disclose any methodologies or protocols as they pertain to the Product.

For Use of Symphony® Instrument Product

By opening the packaging containing a Symphony® Instrument product (“Product”) or by using such Product in any manner, you are consenting and agreeing to be bound by the following terms and conditions.  You are also agreeing that the following terms and conditions constitute a legally valid and binding contract that is enforceable against you.  If you do not agree to all of the terms and conditions set forth below, you must promptly return the Product for a full refund prior to using them in any manner.

1.  Acceptance

ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER’S ASSENT THERETO.  NO VARIATION OF THESE TERMS AND CONDITIONS SHALL BE BINDING UPON CYPRE INC. (“Cypre”) UNLESS AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CYPRE.  For purposes of this agreement, “Seller” shall mean either Cypre, if the Product is purchased directly from Cypre, or a Cypre authorized reseller. Buyer, by accepting the Product shall be deemed to have assented to the terms and conditions set forth herein, notwithstanding any terms contained in any prior or later communications from Buyer and whether or not Seller shall specifically or expressly object to any such terms.  

2.  Warranties

THIS WARRANTY IS APPLICABLE FOR PARTS AND SERVICE FOR CYPRE SYMPHONY® INSTRUMENTS PURCHASED DIRECTLY FROM CYPRE TO BUYER AND ONLY TO THE EXTENT SUCH SYMPHONY® INSTRUMENTS ARE LOCATED IN THE UNITED STATES OR CANADA.  CYPRE MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTS SOLD, DISTRIBUTED, LOCATED OR USED OUTSIDE OF THE UNITED STATES OR CANADA.  TO THE EXTENT THAT THE FOREGOING DISCLAIMERS ARE INVALID OR UNENFORCEABLE UNDER THE LAWS OF ANY JURISDICTION, THE WARRANTY, DISCLAIMER, LIMITATION OF LIABILITY AND OTHER PROVISIONS SET FORTH BELOW SHALL THEREUPON BE EFFECTIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Notwithstanding Buyer’s acceptance thereof, if Product is purchased directly from Cypre, Cypre warrants that for a period of twelve (12) months from date of delivery that the Product shall conform in all material respects with the Product Specifications provided by Cypre with the Product. The warranty provided herein specifically excludes any software or hardware not provided by Cypre.  If Product is purchased from a Cypre authorized reseller, any warranty obligations shall be provided in writing directly by such Cypre authorized reseller to Buyer.  THIS WARRANTY IS EXCLUSIVE AND CYPRE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has misused the Product in any manner, has failed to use the Product in accordance with industry standards or practices or has failed to use the Product in accordance with instructions, if any, furnished by Seller.  

BUYER'S EXCLUSIVE REMEDY WITH RESPECT TO PRODUCT PROVED TO SELLER'S SATISFACTION TO BE DEFECTIVE OR NONCONFORMING SHALL BE REPAIR OR REPLACEMENT OF SUCH PRODUCTS WITHOUT CHARGE OR REFUND OF THE PURCHASE PRICE, IN SELLER'S SOLE DISCRETION, UPON THE RETURN OF SUCH PRODUCTS IN ACCORDANCE WITH SELLER'S INSTRUCTIONS BELOW. NEITHER SELLER NOR CYPRE SHALL IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCT, EVEN IF SELLER OR CYPRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF BUYER OR OTHER USE OR ANY LIABILITY OF BUYER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY SELLER'S GROSS NEGLIGENCE.

Except as expressly provided herein, Buyer shall not have the right to return a Product to Cypre without Cypre’s prior written consent.

3.  Buyer's Use of Product

Buyer shall not use this Product for any commercial purpose, including without limitation performance of assay services, unless expressly agreed to in writing by Cypre or as specifically authorized by Cypre through a Cypre distributor.  Buyer agrees that no rights or licenses under Cypre's patents shall be implied from the sale of the Product, except as expressly provided herein or as specifically agreed to in writing by Cypre, and Buyer does not receive any right under Cypre's patent rights hereunder. Buyer acknowledges and agrees that the Product(s) are sold and licensed only for use with VersaGel® and authorized consumables as indicated in the latest version of a Licensed Protocol or otherwise in writing by Cypre. .  Buyer further acknowledges that, unless otherwise indicated on the Product label, the Product has not received approval from the United States Food and Drug Administration or other federal, state or local regulatory agencies and have not been tested by Seller or Cypre for safety or efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Seller's technical specifications or material data sheets furnished to Buyer.  Buyer expressly represents and warrants to Seller that Buyer will use the Product in accordance with the Product label, if applicable, and will properly test and use any Product in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with the United States Food and Drug Administration and all applicable domestic and international laws and regulations, now and hereinafter enacted.

BUYER HEREBY GRANTS TO CYPRE A NONEXCLUSIVE, WORLDWIDE, UNRESTRICTED, ROYALTY-FREE, FULLY PAID-UP LICENSE, WITH THE RIGHT TO GRANT AND AUTHORIZE SUBLICENSES, UNDER ANY AND ALL PATENT RIGHTS IN INVENTIONS COMPRISING MODIFICATIONS, EXTENSIONS, OR ENHANCEMENTS MADE BY BUYER TO THE PRODUCT OR TO THE MANUFACTURE OR USE OF THE PRODUCT ("IMPROVEMENT PATENTS"), TO MAKE, HAVE MADE, USE, IMPORT, OFFER FOR SALE OR SELL ANY AND ALL PRODUCT; EXPLOIT ANY AND ALL METHODS OR PROCESSES; AND OTHERWISE EXPLOIT IMPROVEMENT PATENTS FOR ALL PURPOSES. NOTWITHSTANDING THE FOREGOING, "IMPROVEMENT PATENTS" SPECIFICALLY EXCLUDES PATENT CLAIMS CONCEIVED AND REDUCED TO PRACTICE BY BUYER CONSISTING OF METHODS OF CELL OR TISSUE PREPARATION, THE COMPOSITION OF MATTER OF ANY COMPOUNDS USED IN ASSAYS DEVELOPED BY BUYER AND METHODS OF ANALYSIS OF RESULTS OF THE ASSAYS (I.E., THE ANALYSIS PROTOCOL FOR THE ASSAY).

Buyer has the responsibility and hereby expressly assumes the risk to verify the hazards and to conduct any further research necessary to learn the hazards involved in using the Product.  Buyer also has the duty to warn Buyer's customers, employees, agents, assigns, officers, successors and any auxiliary or third-party personnel (such as freight handlers, etc.) of any and all risks involved in using or handling the Product.  Buyer agrees to comply with instructions, if any, furnished by Seller or Cypre relating to the use of the Product and not misuse the Product in any manner. Buyer shall not reverse engineer, decompile, disassemble or modify the Product.  Buyer acknowledges that Cypre retains ownership of all patents, trademarks, trade secrets and other proprietary rights relating to or residing in the Product and Buyer receives no rights to such intellectual property rights by virtue of its purchase of Product other than as expressly set forth herein. Buyer shall have no right to use any trademarks owned or licensed to Cypre without the express written permission of Cypre.

4.  Buyer's Representations, Release and Indemnity

Buyer represents and warrants that it shall use the Product in accordance with Paragraph 3, "Buyer's Use of Product," and that any such use of Product will not violate any law, regulation, judicial order or injunction.  Buyer agrees to release, discharge, disclaim and renounce any and all claims, demands, actions, causes of action and/or suits in law or equity, now existing or hereafter arising, whether known or unknown, against Seller and Cypre, and their respective officers, directors, employees, agents, successors and assigns (collectively the "Released Parties"), with respect to the use of the Product.  Buyer agrees to indemnify and hold harmless the Released Parties from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney, accounting, expert witness, and consulting fees) that any of the Released Parties may sustain or incur as a result of any claim against such Released Party based upon negligence, breach of warranty, strict liability in tort, contract or any other theory of law or equity arising out of, directly or indirectly, the use of the Product or by reason of Buyer's failure to perform its obligations contained herein.  Buyer shall fully cooperate with the Released Parties in the investigation and determination of the cause of any accident involving the Product which results in personal injury or property damage and shall make available to the Released Parties all statements, reports, recordings and tests made by Buyer or made available to Buyer by others.

5.  Patent Disclaimer

Neither Seller nor Cypre warrants that the use or sale of the Product will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

6.  DISCLOSURE OF RESULTS AND METHODS; PUblication

Buyer may publish data (raw and processed), interpretations and analysis, and information and other outcomes (“Results”) resulting from use of the Product. At no time may Buyer publish or otherwise disclose any methodologies or protocols as they pertain to the Product.

For Use of Cypre Protocol Product

By using a Cypre Protocol (“Product”) in any manner, you are consenting and agreeing to be bound by the following terms and conditions.  You are also agreeing that the following terms and conditions constitute a legally valid and binding contract that is enforceable against you.  If you do not agree to all of the terms and conditions set forth below, you must promptly return the Product for a full refund prior to using them in any manner.

1.  Acceptance

ALL SALES ARE SUBJECT TO AND EXPRESSLY CONDITIONED UPON THE TERMS AND CONDITIONS CONTAINED HEREIN, AND UPON BUYER’S ASSENT THERETO.  NO VARIATION OF THESE TERMS AND CONDITIONS SHALL BE BINDING UPON CYPRE INC. (“Cypre”) UNLESS AGREED TO IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF CYPRE.  For purposes of this agreement, “Seller” shall mean either Cypre, if the Product is purchased directly from Cypre, or a Cypre authorized reseller. Buyer, by accepting the Product shall be deemed to have assented to the terms and conditions set forth herein, notwithstanding any terms contained in any prior or later communications from Buyer and whether or not Seller shall specifically or expressly object to any such terms.  

2.  Buyer's Use of Product

Buyer shall not use this Product for any commercial purpose, including without limitation performance of assay services, unless expressly agreed to in writing by Cypre or as specifically authorized by Cypre through a Cypre distributor.  Buyer agrees that no rights or licenses under Cypre's patents shall be implied from the sale of the Product, except as expressly provided herein or as specifically agreed to in writing by Cypre, and Buyer does not receive any right under Cypre's patent rights hereunder.  Buyer acknowledges and agrees that the Product(s) are sold and licensed only for use with Cypre's Symphony® Instrumentation and VersaGel® and authorized consumables as indicated in the latest version of a licensed protocol or otherwise in writing by Cypre.  Buyer further acknowledges that the Product has not received approval from the United States Food and Drug Administration or other federal, state or local regulatory agencies and have not been tested by Seller or Cypre for safety or efficacy in food, drug, medical device, cosmetic, commercial or any other use, unless otherwise stated in Seller's technical specifications or material data sheets furnished to Buyer. Buyer expressly represents and warrants to Seller that Buyer will use the Product in accordance with the Product label, if applicable, and will properly test and use any Product in accordance with the practices of a reasonable person who is an expert in the field and in strict compliance with the United States Food and Drug Administration and all applicable domestic and international laws and regulations, now and hereinafter enacted.

BUYER HEREBY GRANTS TO CYPRE A NONEXCLUSIVE, WORLDWIDE, UNRESTRICTED, ROYALTY-FREE, FULLY PAID-UP LICENSE, WITH THE RIGHT TO GRANT AND AUTHORIZE SUBLICENSES, UNDER ANY AND ALL PATENT RIGHTS IN INVENTIONS COMPRISING MODIFICATIONS, EXTENSIONS, OR ENHANCEMENTS MADE BY BUYER TO THE PRODUCT OR TO THE MANUFACTURE OR USE OF THE PRODUCT ("IMPROVEMENT PATENTS"), TO MAKE, HAVE MADE, USE, IMPORT, OFFER FOR SALE OR SELL ANY AND ALL PRODUCT; EXPLOIT ANY AND ALL METHODS OR PROCESSES; AND OTHERWISE EXPLOIT IMPROVEMENT PATENTS FOR ALL PURPOSES. NOTWITHSTANDING THE FOREGOING, "IMPROVEMENT PATENTS" SPECIFICALLY EXCLUDES PATENT CLAIMS CONCEIVED AND REDUCED TO PRACTICE BY BUYER CONSISTING OF METHODS OF CELL OR TISSUE PREPARATION, THE COMPOSITION OF MATTER OF ANY COMPOUNDS USED IN ASSAYS DEVELOPED BY BUYER AND METHODS OF ANALYSIS OF RESULTS OF THE ASSAYS (I.E., THE ANALYSIS PROTOCOL FOR THE ASSAY).

Buyer has the responsibility and hereby expressly assumes the risk to verify the hazards and to conduct any further research necessary to learn the hazards involved in using the Product.  Buyer also has the duty to warn Buyer's customers, employees, agents, assigns, officers, successors and any auxiliary or third-party personnel (such as freight handlers, etc.) of any and all risks involved in using or handling the Product.  Buyer agrees to comply with instructions, if any, furnished by Seller or Cypre relating to the use of the Product and not misuse the Product in any manner. Buyer shall not reverse engineer, decompile, disassemble or modify the Product.  Buyer acknowledges that Cypre retains ownership of all patents, trademarks, trade secrets and other proprietary rights relating to or residing in the Product and Buyer receives no rights to such intellectual property rights by virtue of its purchase of Product other than as expressly set forth herein. Buyer shall have no right to use any trademarks owned or licensed to Cypre without the express written permission of Cypre.

3.  Buyer's Representations, Release and Indemnity

Buyer represents and warrants that it shall use the Product in accordance with Paragraph 3, "Buyer's Use of Product," and that any such use of Product will not violate any law, regulation, judicial order or injunction.  Buyer agrees to release, discharge, disclaim and renounce any and all claims, demands, actions, causes of action and/or suits in law or equity, now existing or hereafter arising, whether known or unknown, against Seller and Cypre, and their respective officers, directors, employees, agents, successors and assigns (collectively the "Released Parties"), with respect to the use of the Product.  Buyer agrees to indemnify and hold harmless the Released Parties from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney, accounting, expert witness, and consulting fees) that any of the Released Parties may sustain or incur as a result of any claim against such Released Party based upon negligence, breach of warranty, strict liability in tort, contract or any other theory of law or equity arising out of, directly or indirectly, the use of the Product or by reason of Buyer's failure to perform its obligations contained herein.  Buyer shall fully cooperate with the Released Parties in the investigation and determination of the cause of any accident involving the Product which results in personal injury or property damage and shall make available to the Released Parties all statements, reports, recordings and tests made by Buyer or made available to Buyer by others.

4.  Patent Disclaimer

Neither Seller nor Cypre warrants that the use or sale of the Product will not infringe the claims of any United States or other patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

5.  DISCLOSURE OF RESULTS AND METHODS; PUblication

Buyer may publish data (raw and processed), interpretations and analysis, and information and other outcomes (“Results”) resulting from use of the Product. At no time may Buyer publish or otherwise disclose any methodologies or protocols as they pertain to the Product.