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Last Modified: October 1, 2022
Acceptance of the Terms of Use
These terms of use are entered into by and between You and Compugen Systems, Inc. ("Company," "we," or "us"). The following terms and conditions ("Terms of Use") govern your access to and use of compugen.us, including any content, functionality and services offered on or through compugen.com (the "Website"), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Website.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice prior to the date the change is posted on the Website.
Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page each time you access this Website so you are aware of any changes, as they are binding on you.
Accessing the Website and Account Security
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
You are responsible for both:
To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our policies and procedures, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms of Use.
Intellectual Property Rights
The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:
You must not:
You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to: hello@compugen.com.
If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
Trademarks
The Company name, the terms and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
Prohibited Uses
You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:
Additionally, you agree not to:
User Contributions
The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.
All User Contributions must comply with the Content Standards set out in these Terms of Use.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.
Monitoring and Enforcement; Termination
We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Content Standards
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
Copyright Infringement
If you believe that any User Contributions violate your copyright, please contact us for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.
Reliance on Information Posted
The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Changes to the Website
We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
All information we collect on this Website is subject to our policies and procedures. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
Linking to the Website and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.
This Website may provide certain social media features that enable you to:
You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
Links from the Website
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The owner of the Website is based in the State of Texas in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.
Governing Law and Jurisdiction
All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).
Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the City of Houston and County of Harris, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Compugen Systems, Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.
Your Comments and Concerns
This website is operated by Compugen Systems, Inc., 1980 Post Oak Blvd. #100, Houston, TX 77056.
All notices of copyright infringement claims should be sent to the copyright agent designated on our website in the manner and by the means set forth therein.
All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: hello@compugen.com.
Last Modified: December 4, 2025
THESE TERMS OF THIRD PARTY PRODUCT AND SERVICE SALES (“TERMS” OR THIS “AGREEMENT”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU (“CUSTOMER”) AND COMPUGEN SYSTEMS INC. (“COMPUGEN SYSTEMS”). BY MAKING A PURCHASE OF, PLACING AN ORDER FOR OR OTHERWISE ENGAGING COMPUGEN SYSTEMS TO PROVIDE THIRD PARTY PRODUCTS AND SERVICES (AS HEREIN DEFINED), CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS UNLESS CUSTOMER AND COMPUGEN SYSTEMS HAVE SIGNED A SEPARATE PURCHASE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.
THESE TERMS ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE AND THE TERMS EFFECTIVE AT THE TIME OF PLACING AN ORDER SHALL BE APPLICABLE.
Third Party Products and Services
“Third Party Products and Services” as used herein, refers to goods and services that Compugen Systems resells from Third Party Providers, including but not limited to hardware, software, subscription services, updates, bug fixes, maintenance services, support services, warranty services and professional services that Customers may order. “Third Party Providers” are entities for which Compugen Systems acts as a reseller or sales agent, including but are not limited to, manufacturers, distributors, licensors or providers of goods and services. In purchasing Third Party Products and Services, Customer is relying on the Third Party Provider’s specifications only and is not relying on any statements or documents that may be provided by Compugen Systems. Customer acknowledges and agrees that: (i) the Third Party Products and Services purchased by Customer are resold by Compugen Systems for Customer’s use only; and (ii) Compugen Systems is not the creator, manufacturer, distributor or licensor of the Third Party Products and Services. Customer hereby releases Compugen Systems from any and all claims arising from or relating to the purchase or provision of any such Third Party Products and Services.
In the event that Customer requests or places an order for services to be performed by or on behalf of Compugen Systems (“Compugen Systems Services”), the terms applicable to the provision of such Compugen Systems Services shall be those set out in the document entitled “Terms for the Supply of Services” as published from time to time on Compugen Systems’ website: IT + Service Delivery | Compugen Systems Inc. . The purchase of Compugen Systems Services may be combined with a purchase of Third Party Products and Services from Compugen Systems on the same Order Form. Where such Third Party Products and Services are included on the same Order Form as Compugen Systems Services, these Terms shall apply to the Third Party Products and Services and the Terms for the Supply of Services shall apply to the Compugen Systems Services.
Administrative Matters
Orders for Third Party Products and Services may be placed via Compugen Systems’ Client Service Representative Team via email to Compugen Sales Centre US <salescenterus@compugen.com> a purchase order, or other oral or written request (collectively, “Order Forms”). All orders are subject to Third Party Product and Service availability. Orders placed by Customer are not binding until the parties have agreed to Compugen Systems’ quote for Third Party Products and Services in writing or such request is accepted in writing by Compugen Systems (collectively, “Acceptance”). Order delivery times are estimates only and Compugen Systems is not liable for any delays that are beyond its control.
Terms set forth in an Order Form other than those required to identify the Customer, the Third Party Products and Services and the quantity ordered contained in any such Order Form will be null and void. This Agreement contains the entire understanding of the parties with respect to the terms in respect of Third Party Products and Services and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof. Fulfillment of an Order Form does not constitute acceptance of any Customer’s terms and conditions and does not serve to modify these Terms.
CAN_SPAM consents to receiving electronic records or other communications related to its transactions with Compugen Systems, which may be provided via a Web browser or e-mail application. Customers may withdraw consent to receiving electronic records or communications, or have the record provided in non-electronic form, by contacting Compugen Systems at: https://app.hubspot.com/settings/8318750/marketing/email/subscriptions .
Shipment; Title; Risk of Loss
Compugen Systems will use reasonable efforts to deliver Third Party Products and Services within a reasonable time after Acceptance. Compugen Systems may, at its discretion, make partial deliveries or shipments of Third Party Products and Services to Customer.
Compugen Systems will not be liable for any non-delivery of Third Party Products and Services unless Customer gives written notice to Compugen Systems within 5 days of the date when the Third Party Products or Services would in the ordinary course of events have been received. Any liability of Compugen Systems for non-delivery of the Third Party Products or Services will be limited to replacing the Third Party Products or Services within a reasonable time or adjusting the invoice respecting such Third Party Products or Services to reflect the actual quantity delivered, in Compugen Systems’ sole discretion.
Unless otherwise agreed to in writing, Compugen Systems will deliver Third Party Products and Services to the Customer at the address set out in the Order Form. For all shipments made with a carrier that regularly ships for Compugen Systems, title to Third Party Products and Services and risk of loss or damage to any Third Party Products and Services during shipment pass from Compugen Systems to Customer upon delivery to the specified destination (F.O.B. Destination, freight prepaid and added). If Customer provides Compugen Systems with Customer’s carrier account number or selects a carrier other than a carrier that regularly ships for Compugen Systems, title to third Party Products and Services and risk of loss or damage to any tangible Third Party Products and Services during shipment pass from Compugen Systems to Customer upon delivery to the carrier (F.O.B. Origin, freight collect).
Notwithstanding the foregoing, ownership of all intellectual property rights within the Third Party Products and Services remain with the applicable licensor(s), and Customer's rights therein are contained in the license agreement or subscription agreement between such licensor(s) or software publisher(s) and Customer. Customer acknowledges and agrees that Compugen Systems does not grant to Customer any rights in Third Party Products and Services which Compugen Systems does not own or have the right to grant to Customer
Customer Responsibilities
Customer agrees to cooperate with Compugen Systems in connection with the performance of this Agreement by providing: (i) timely responses to Compugen Systems’ inquiries, (ii) access to any descriptions, specifications, data, information or materials reasonably requested by Compugen Systems which are necessary or useful as determined by Compugen Systems in connection with providing the Third Party Products and Services (“Customer Information”), (iii) cooperation, technical assistance, resources and support reasonably requested to enable Compugen Systems to exercise its rights and perform its obligations under and in connection with this Agreement, and (iv) all Required Consents necessary for Compugen Systems to provide the Third Party Products and Services (collectively, “Customer Responsibilities”). "Required Consents" means consents or approvals required for Compugen Systems or Third-Party Providers to perform their obligations herein. Compugen Systems shall be entitled to rely upon the decisions, approvals, consents, assistance, and completeness and accuracy of information provided by Customer or its employees, agents or subcontractors (“Personnel”) and the knowledge and cooperation of the Customer’s Personnel engaged or appointed by Customer who are selected by Customer to work with Compugen Systems. Customer understands that Compugen Systems’ performance of its obligations hereunder is dependent on Customer’s (or its Personnel’s) timely and complete performance of the Customer Responsibilities. Compugen System is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s (or its Personnel’s) delay in performing, or failure to perform, any of the Customer Responsibilities. If Customer (or its Personnel) fails to fulfill any of the Customer Responsibilities for any reason (including without limitation, changes, errors or omissions in Customer Information), which delays provision of the Third-Party Products or Services or results in additional costs, then Compugen Systems may act as it deems prudent to mitigate such effects. In the event that Customer (or its Personnel) fail to perform or are delayed in performing the Customer Responsibilities, Customer agrees to pay Compugen Systems its reasonable additional costs resulting from such failure or delay.
Customer represents and warrants that it owns all right title and interest, or possesses sufficient license rights, in and to the Customer Information as may be necessary to authorize the use thereof by Compugen Systems contemplated by this Agreement. Customer hereby grants to Compugen Systems all such rights and permissions in or relating to the Customer Information as are necessary or useful to Compugen Systems to enforce this Agreement and exercise Compugen Systems’ rights and perform Compugen Systems’ obligations hereunder.
Customer has and will retain sole responsibility for: (a) Customer Information, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer in connection with the Third Party Products and Services; (c) Customer’s systems; (d) the security and use of access credentials of Customer or Customer Personnel; and (e) all access to and use of the Third Party Products and Services directly or indirectly by or through the Customer system or its access credentials, with or without Customer’s knowledge or consent.
Customer will indemnify, defend and hold harmless Compugen Systems from and against any and all losses incurred by Compugen Systems or any action, demand or claim by a third party that arises out of or relates to any Customer Information, any other materials or information provided by or on behalf of Customer, including Compugen Systems’ compliance with any specifications or directions provided by or on behalf of Customer, errors, negligent acts or omissions by Customer or its Personnel in connection with this Agreement
Payment and Pricing
Customer agrees to pay the total purchase price or fees for the Third Party Products and Services plus shipping and other costs identified on the invoice delivered to the Customer by Compugen Systems. Customer will pay any applicable sales, use, goods and services, transaction, excise or similar taxes and any federal, state, local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or otherwise associated with all of the Third Party Products and Services. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Compugen Systems with the necessary supporting documentation.
Terms of payment are within Compugen Systems’ sole discretion. Customer will pay for the Third-Party Products and Services as invoiced by Compugen Systems. Invoices are due and payable within the time period specified on the invoice unless otherwise specified in writing by agreement between Customer and Compugen Systems in advance. All references to money amounts are to lawful currency of the United States, unless otherwise stipulated in the invoice.
Customer agrees to pay interest on all past-due sums at one and one-half percent (1.5%) per month, (18% per annum) calculated monthly. In the event of overdue payments, Compugen Systems may immediately suspend or terminate the provision of Third Party Products and Services (including subscriptions) upon notice to the Customer. In the event of a payment default, Customer will be responsible for all of Compugen Systems’ costs of collection, including, but not limited to, lawyers' fees.
Export Sales
Customer agrees that it will not, directly or indirectly, divert, release, use, make accessible, export or re-export any Third Party Products and Services contrary to any federal, state laws or regulations in Canada or the United States without first obtaining all required undertakings (including obtaining any necessary export license or other governmental approval).
Warranties
If applicable and permitted by the Third Party Provider, Compugen Systems will pass through to Customer any warranties provided to Compugen Systems by the Third Party Provider for a Third Party Product or Service. This limited obligation to pass through warranties provided by the Third Party Provider to Customer is Customer’s sole remedy and Compugen Systems’ sole obligation in connection with representations, warranties and conditions related to Third Party Products and Services. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPUGEN SYSTEMS MAKES NO WARRANTIES OR REPRESENTATIONS IN CONNECTION WITH THE THIRD PARTY PRODUCTS AND SERVICES WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, IN FACT OR IN LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES HEREBY EXPRESSLY EXCLUDE THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND ANY LOCAL IMPLEMENTING LEGISLATION RELATED THERETO.
Limitation of Liability
COMPUGEN SYSTEMS’ TOTAL AND AGGREGATE LIABILITY FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED BY CUSTOMER ARISING OUT OF OR IN CONNECTION WITH DELIVERY OF THIRD PARTY PRODUCTS AND SERVICES, COMPUGEN SYSTEMS’ SUPPLY OF THIRD PARTY PRODUCTS AND SERVICES OR THIS AGREEMENT IS HEREBY LIMITED TO THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE THIRD PARTY PRODUCTS AND SERVICES GIVING RISE TO THE CLAIM; OR (B) TEN-THOUSAND ($10,000.00) US DOLLARS.
COMPUGEN SYSTEMS SHALL NOT BE LIABLE TO CUSTOMER FOR ANYTHING BEYOND THE DELIVERY OF THIRD PARTY PRODUCTS AND SERVICES. IN NO EVENT SHALL COMPUGEN SYSTEMS BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO: (I) LOSSES OF REVENUE, INCOME, PROFIT OR SAVINGS; (II) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEMS OR NETWORK(S, OR THE RECOVERY OF SUCH; (III) LOSS OF BUSINESS OPPORTUNITY; (IV) BUSINESS INTERRUPTION OR DOWNTIME; (V) CYBERSECURITY BREACHES (VI) LOSS OF GOODWILL OR REPUTATION; OR (VII) THIRD PARTY PRODUCTS AND SERVICES NOT BEING AVAILABLE FOR USE OR THE PROCUREMENT OF SUBSTITUTE THIRD PARTY PRODUCTS AND SERVICES OR OTHER GOODS.
The foregoing limitations, exclusions and disclaimers shall apply to any and all claims, regardless of whether the alleged or actual damages were foreseeable or whether a claim for such damages is based in contract, warranty, strict liability, negligence, tort or otherwise. Such limitations will apply notwithstanding the failure of the essential purpose of this Agreement or any remedy contained herein and even if a party has been advised of the possibility of any such failure or liability.
Return Privilege
Approvals for unused, unopened returns are subject to manufacturer return policies and guidelines, and Compugen Systems’ ability to return Third Party Products and Services to the Third Party Providers. Such Third Party Products or Services must be complete and in manufacturer’s original packaging, with no visible damage. Compugen Systems will not be required to accept any return of Third Party Products or Services without an approved return merchandise authorization (“RMA”) number, which may be obtained by contacting Compugen Systems’ Client Service Representative Team via email to Compugen Sales Centre US <salescenterus@compugen.com>. An RMA number is valid for five (5) days from Compugen Systems issuance date unless other arrangements are made between the Customer and Compugen Systems at the time of Compugen Systems’ RMA approval. The RMA number is to be clearly noted on a shipping label affixed to the outer shipping box and any items received into a Compugen Systems return facility without an RMA number or after the elapsed time period will be sent back to the Customer at the Customer’s expense. Except in the event of a Compugen Systems or Third-Party Provider error, Customer will be responsible for shipping charges associated with any Third Party Products or Services being shipped for return, exchange or replacement. Third Party Products and Services exchanged or replaced will be shipped back to Customer, at Customer’s expense. At Compugen Systems’ discretion, restocking fees may be charged for items which do not qualify for return. Some manufacturers require that defective or Dead on Arrival (“DOA”) Third Party Products and Services be returned directly to them, or they may limit the timeframe in which Third Party Products and Services can be returned; therefore, Third Party Products and Services that are inoperable at initial use may be eligible for DOA return to or replacement by the manufacturer, subject to the manufacturer’s product defective/DOA return policies. If the Third Party Product or Service is not returnable under manufacturer guidelines, Compugen Systems may reasonably attempt to repair or replace the Third Party Product or Service through the manufacturer’s warranty.
Termination
Either party may terminate this Agreement for cause if the other party fails to cure a material default within 30 days after receiving written notice of such breach from the non-breaching party, unless such default is incapable of being cured within the time period in which case the defaulting party will not be in breach if it has used its reasonable efforts to start to cure the default. Notwithstanding the foregoing, Compugen Systems may terminate this Agreement immediately upon providing notice in the case of non-payment. Either party may terminate this Agreement immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 30 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course. In the event of any termination of this Agreement, Customer will pay Compugen Systems for all expenses incurred up to and including the date of termination plus any termination fee if one is set forth in the applicable invoice. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate in respect of the Third Party Products and Services except for any right of action occurring prior to termination, payment obligations and obligations that expressly or by implication are intended to survive termination (including, but not limited to, limitation of liability, indemnity, confidentiality, or licensing and this survival provision).
Confidential Information
Each party (the “Disclosing Party”) anticipates that it may be necessary to provide access to Confidential Information (defined below) belonging to the Disclosing Party, its affiliates or third parties to the other party (the “Receiving Party”) in the performance of this Agreement.
"Confidential Information" means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information that are disclosed by or on behalf of a party in relation to this Agreement (including all copies, analyses and derivatives thereof) and which are marked or otherwise identified as proprietary or confidential at the time of disclosure. Confidential Information does not include information which: (a) becomes known to the public through no act of the Receiving Party; (b) was already known to the Receiving Party without an obligation of confidentiality; (c) becomes known to the Receiving Party from a third party having the right to disclose it and having no obligation of confidentiality to the Disclosing Party with respect to the applicable information; (d) is independently developed by agents, employees or subcontractors of the Receiving Party who have not had access to such information; (e) is disclosed by the owner to a third party without similar restrictions; or (f) is approved by the Disclosing Party for disclosure. Without limiting the generality of the forgoing, the existence of this Agreement, and any Order Forms or invoices are Compugen Systems’ Confidential Information. Receiving Party agrees to hold the Disclosing Party’s Confidential Information confidential for a period of two (2) years following the date of disclosure. Receiving Party shall take the same measures to prevent disclosure of Disclosing Party’s Confidential Information as Receiving Party takes to protect its own Confidential Information of like kind but to use no less than a commercially reasonable degree of care. Disclosures of the Disclosing Party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement who have a need to know such Confidential Information for the purposes of providing or receiving the Third Party Products and Services or otherwise in connection with this Agreement, or (ii) to its business, legal and financial advisors, provided such individuals are bound by confidentiality obligations at least as restrictive as those set out herein. Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose other than the business purposes contemplated by this Agreement and the applicable Order Form. Upon the written request of a Disclosing Party, the Receiving Party will either return or certify the destruction of the Confidential Information of the Disclosing Party. Notwithstanding the foregoing, Compugen Systems may retain, subject to the terms of this Agreement, copies of Customer’s Confidential Information contained in any materials produced by Compugen Systems as a result of the performance of this Agreement for its quality assurance and record-keeping purposes, and archived copies of Customer’s Confidential Information contained in Compugen Systems’ backups until they are destroyed in the ordinary course in accordance with Compugen Systems’ standard practices.
Arbitration
Any claim, dispute, or controversy arising from or relating to these Terms or the supply of Third Party Products and Services (collectively, a “Dispute”) shall initially be referred to the executive management of Compugen Systems and the Customer, who shall attempt to resolve the Dispute in good faith without recourse to legal proceedings. If Compugen Systems and Customer are unable to resolve the Dispute within 10 business days (or such other period as mutually agreed by the parties hereto) from the date the Dispute is referred to them, either party may choose to pursue arbitration.
Any claim, dispute, or controversy arising out of or relating to this Agreement, including its interpretation, performance, or breach, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect, unless the parties agree otherwise in writing.
The arbitration shall be conducted in the state of New York, before a single arbitrator selected in accordance with the AAA Rules. The arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award under applicable law. The arbitrator’s decision shall be final, binding, and conclusive, and judgment on the award may be entered in any court having jurisdiction, including the state of New York .
Each party waives any right to a jury trial or to participate in a class action. If any provision of this clause is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The language of the arbitration shall be conducted in English.
Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Compugen Systems under this Agreement may be litigated in court rather than through arbitration, at Compugen Systems’ sole discretion.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law principles. The rights and remedies provided to Compugen Systems under these Terms are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.
Compliance with Law
The parties agree to comply with the provisions of all local, state, and federal laws that expressly or by implication apply to such party in performing its obligations under this Agreement.
Publicity
Each party shall not, without the prior written consent of the other party, use such party’s name, logo, or trademark in materials that may be published as part of its marketing efforts.
Miscellaneous
Compugen Systems may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Third Party Products and Services or assign the right to receive payments, without Customer's consent. Customer may not assign its rights or obligations under these Terms without the prior written consent of Compugen Systems. Subject to the restrictions on assignment contained herein, these Terms will be binding on and enure to the benefit of the parties hereto and their successors and permitted assigns. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. No provision of this Agreement will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement. Where the context of this Agreement requires, singular terms shall be considered plural, and plural terms shall be considered singular. The relationship between the parties is that of independent contractors. Notices provided under this Agreement will be given in writing at the address of Compugen Systems and the Customer set out in the Order Form or invoice for the Third Party Products and Services and deemed received upon the earlier of actual receipt, the date of transmission of a notice sent by email or five (5) days after mailing if mailed postage prepaid by regular mail or one (1) day after such notice is sent by courier. Each party agrees that electronic signatures of the parties have the same force and effect as manual signatures.
Last Modified: December 4, 2025
THESE TERMS FOR THE SUPPLY OF SERVICES (“TERMS” OR THIS “AGREEMENT”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU (“CUSTOMER”) AND COMPUGEN SYSTEMS INC. (“COMPUGEN SYSTEMS”). BY REQUESTING OR PLACING AN ORDER FOR SERVICES TO BE PERFORMED BY OR ON BEHALF OF COMPUGEN SYSTEMS (“SERVICES”), CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS UNLESS CUSTOMER AND COMPUGEN SYSTEMS HAVE SIGNED A SEPARATE MASTER SERVICES AGREEMENT AND RELATED STATEMENT OF WORK, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.
THESE TERMS ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE AND THE TERMS EFFECTIVE AT THE TIME OF PLACING AN ORDER SHALL BE APPLICABLE TO SUCH ORDER.
Administrative Matters
Orders for Services may be placed via Compugen Systems’ Client Service Representative Team via email to Compugen Sales Centre US <salescenterus@compugen.com> a purchase order, Compugen Systems’ standard Statement of Services, or other oral or written request (collectively, “Order Forms”). Orders placed by Customer are not binding until the parties have agreed in writing to the quote for Services provided by Compugen Systems. Service delivery times are estimates only. Compugen Systems is not liable for any delays that are beyond its control.
Terms set forth in an Order Form other than those required to identify the Customer, and the Services requested contained in any such Order Form will be null and void. This Agreement contains the entire understanding of the parties with respect to the terms for the Services and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the Services. Fulfillment of an Order Form does not constitute acceptance of any Customer’s terms and conditions and does not serve to modify these Terms.
Notwithstanding the foregoing, where Services are ordered through a Compugen Systems standard Statement of Services, each Statement of Services hereby incorporates these Terms with respect to the Services performed. In the event of a conflict between any term of the Statement of Services and these Terms, these Terms will supersede, except as explicitly permitted herein or as agreed between the Customer and Compugen Systems in the applicable Statement of Services by specific reference to this Agreement. Each such amendment will be applicable only with respect to such Statement of Services and not to future Statements of Services.
Changes to the scope of the Services described in an Order Form will be made only in writing executed by authorized representatives of both parties. Compugen Systems will have no obligation to commence work in connection with any such change, unless and until the change is agreed upon in writing executed by both parties. All such changes to the scope of the Services will be governed by these Terms or the applicable Statement of Services. Compugen Systems reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of Compugen Systems’ services to its customers, (ii) the competitive strength of or market for Compugen Systems’ services, or (iii) the cost efficiency or performance of the Services; or (b) to comply with applicable law.
CAN-SPAM consents to receiving electronic records and other communications related to its transactions with Compugen Systems, which may be provided via a Web browser or e-mail application. Customers may withdraw consent to receiving electronic records or communications, or have the record or communications provided in non-electronic form, by contacting Compugen Systems at https://app.hubspot.com/settings/8318750/marketing/email/subscriptions.
To the extent that the Services involve the installation of computer software or programs onto any computer systems, then Customer confirms that it is the owner or authorized user of such computer systems and expressly authorizes Compugen Systems to install such computer software or programs onto the computer systems.
Third Party Products or Services
For the avoidance of doubt, this Agreement relates only to the Services provided to the Customer by employees and subcontractors of Compugen Systems and does not relate to third party products or services sold by Compugen Systems as a sales agent ("Third Party Products and Services"). The terms related to Third Party Products and Services shall be those set out in the “Terms of Third Party Product and Service Sales” documented and published by Compugen Systems from time to time and posted on its website IT + Service Delivery | Compugen Systems Inc. ). The purchase of Services may be combined with a purchase of Third Party Products and Services from Compugen Systems on the same Order Form. Where such Third Party Products and Services are included on the same Order Form as Services, the Terms of Third Party Product and Service Sales shall apply to the Third Party Products and Services and these Terms shall apply to the Services provided to the Customer.
Customer Responsibilities
In addition to any specific Customer duties set forth in any applicable Statement of Services, Customer agrees to cooperate with Compugen Systems in connection with the performance of the Services by providing: (i) timely responses to Compugen Systems’ inquiries, (ii) access to any descriptions, specifications, data, information or materials reasonably requested by Compugen Systems which are necessary or useful as determined by Compugen Systems in connection with providing the Services (“Customer Information”), (iii) access to Customer’s offices, equipment, systems and networks, as reasonably necessary or appropriate to perform the Services, (iv) cooperation, technical assistance, resources and support reasonably requested to enable Compugen Systems to exercise its rights and perform its obligations under and in connection with this Agreement, and (v) all Required Consents necessary for Compugen Systems to provide the Services (collectively, “Customer Responsibilities”). "Required Consents" means consents or approvals required to give Compugen Systems and its subcontractors the right or license to access, use and modify all data and third party products. Compugen Systems shall be entitled to rely upon the decisions, approvals, consents, assistance, and completeness and accuracy of information provided by Customer or its employees, agents or subcontractors (“Personnel”) and the knowledge and cooperation of the Customer’s Personnel engaged or appointed by Customer who are selected by Customer to work with Compugen Systems. Customer understands that Compugen Systems’ performance of the Services is dependent on Customer’s (or its Personnel’s) timely and complete performance of the Customer Responsibilities. Compugen Systems is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s (or its Personnel’s) delay in performing, or failure to perform, any of the Customer Responsibilities. If Customer (or its Personnel) fails to fulfill any of the Customer Responsibilities for any reason (including without limitation, changes, errors or omissions in Customer Information), which delays provision of the Services or results in additional costs, then Compugen Systems may act as it deems prudent to mitigate such effects. In the event that Customer (or its Personnel) fail to perform or are delayed in performing the Customer Responsibilities, Customer agrees to pay Compugen Systems its reasonable additional costs resulting from such failure or delay.
Customer has and will retain sole responsibility for: (a) Customer Information, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer in connection with the Services; (c) Customer’s systems; (d) the security and use of access credentials of Customer or Customer Personnel; and (e) all access to and use of the Services and Work Products directly or indirectly by or through the Customer system or its access credentials, with or without Customer’s knowledge or consent.
Compugen Systems will, and will cause its subcontractors to, follow all reasonable security rules and procedures communicated in writing by Customer to Compugen Systems from time to time.
On Site Services
When the Services are performed at Customer's premises, Compugen Systems will attempt to perform such Services within Customer's normal business hours unless otherwise jointly agreed to by the parties. Compugen Systems will comply, and request its Personnel to comply, with all reasonable on-site safety and security policies communicated by Customer in writing to Compugen Systems in advance. When the Services are provided on Customer's premises or at another location designated by Customer, Customer agrees to maintain commercial general liability insurance coverage in an amount that is not less than one million dollars ($1,000,000.00 USD) per occurrence to protect Compugen Systems and Customer's premises and to indemnify and hold Compugen Systems and its subcontractors and affiliates, and its and their agents and directors, officers, employees and other representatives harmless from any loss, cost, damage or expense arising out of any liability including but not limited to death, personal injury or property damage or destruction occurring at such location in connection with the performance of the Services, other than solely as a result of Compugen Systems’ gross negligence or willful misconduct.
Payment and Pricing
If Services are being performed on a time and materials basis, any estimates provided by Compugen Systems are for planning purposes only.
Customer agrees to pay the total purchase price or fees for the Services plus travel expenses, where applicable, and other costs identified on the invoices delivered to the Customer by Compugen Systems. Customer will pay any applicable sales, use, goods and services, transaction, excise or similar taxes and any federal, sales tax or other charges (including but not limited to environmental or similar fees), imposed on, in respect of or otherwise associated with all of the Services. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Compugen Systems with the necessary supporting documentation.
Terms of payment are within Compugen Systems’ sole discretion. Customer will pay for the Services as invoiced by Compugen Systems. Invoices are due and payable within the time period specified on the invoice unless otherwise specified in writing by agreement between Customer and Compugen Systems in advance. All references to money amounts are to lawful currency of the United States, unless otherwise stipulated in the invoice.
Customer agrees to pay interest on all past-due sums at one and one-half percent (1.5%) per month, (18% per annum) calculated monthly. In the event of overdue payment, Compugen Systems may immediately suspend or terminate the provision of Services upon notice to the Customer. In the event of a payment default, Customer will be responsible for all of Compugen Systems’ costs of collection, including, but not limited to, lawyers' fees.
Warranties
Compugen Systems represents and warrants that the Services will be performed in a good and workmanlike manner. Compugen Systems’ sole obligation and Customer’s exclusive remedy in respect thereof is to, in a commercially reasonable time period, re-perform the non-conforming Service or, at Compugen Systems’ reasonable discretion, to terminate this Agreement in respect of the non-conforming Service and refund to Customer the fees paid therefore. Such warranty shall only be applicable if Customer notifies Compugen Systems in writing within two (2) business days after performance of the applicable Services. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPUGEN SYSTEMS MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY WITH RESPECT TO THE PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
Customer shall be solely responsible for backups prior to the provision of Services by Compugen Systems as well as daily back-up and all other protection of its data and software against loss, damage or corruption. Customer shall be solely responsible for reconstructing data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted during the performance of Services. COMPUGEN SYSTEMS, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS, DAMAGE, ALTERATION, DESTRUCTION, OR CORRUPTION OF DATA AND SOFTWARE.
Customer Indemnity
Customer will indemnify, defend and hold harmless Compugen Systems from and against any and all losses incurred by Compugen Systems or any action, demand or claim by a third party that arises out of or relates to any Customer Information, any other materials or information provided by or on behalf of Customer, including Compugen Systems’ compliance with any specifications or directions provided by or on behalf of Customer, errors, negligent acts or omissions by Customer or its Personnel in connection with this Agreement.
Limitation of Liability
COMPUGEN SYSTEMS’ TOTAL AND AGGREGATE LIABILITY FOR ANY LOSS, DAMAGE, COST OR EXPENSE SUFFERED OR INCURRED BY CUSTOMER ARISING OUT OF OR IN CONNECTION WITH THE SUPPLY OF SERVICES OR THIS AGREEMENT IS HEREBY LIMITED TO THE LESSER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM; OR (B) TEN-THOUSAND ($10,000.00) US DOLLARS.
IN NO EVENT SHALL COMPUGEN SYSTEMS BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, (I) LOSSES OF REVENUE, INCOME, PROFIT OR SAVINGS; (II) LOST OR CORRUPTED DATA OR SOFTWARE, LOSS OF USE OF SYSTEMS OR NETWORKS, OR THE RECOVERY OF SUCH; (III) LOSS OF BUSINESS OPPORTUNITY; (IV) BUSINESS INTERRUPTION OR DOWNTIME; (V) CYBERSECURITY BREACHES (VI) LOSS OF GOODWILL OR REPUTATION; OR (VII) SERVICES NOT BEING AVAILABLE FOR USE OR THE PROCUREMENT OF SUBSTITUTE SERVICES.
The foregoing limitations, exclusions and disclaimers shall apply to any and all claims, regardless of whether the alleged or actual damages were foreseeable or whether a claim for such damages is based in contract, warranty, strict liability, negligence, tort or otherwise. Such limitations will apply notwithstanding the failure of the essential purpose of this Agreement or any remedy contained herein and even if a party has been advised of the possibility of any such failure or liability.
Ownership and Limited License
Customer represents and warrants that it owns all right title and interest, or possesses sufficient licence rights, in and to the Customer Information as may be necessary to authorize the use thereof by Compugen Systems contemplated by this Agreement. Customer hereby grants to Compugen Systems all such rights and permissions in or relating to the Customer Information as are necessary or useful to Compugen Systems to enforce this Agreement and exercise Compugen Systems’ rights and perform Compugen Systems’ obligations hereunder.
Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools, methods of analysis and other information (whether or not capable of protection by patent, copyright, trademark, trade secret, confidentiality, or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work product, materials or other deliverables (collectively, "Work Product") will be, upon payment in full, a non-transferable, non-sublicensable, non-exclusive, royalty-free license to use such Work Products solely as necessary in the conduct of the Customer’s own business for the same purpose for which the Work Product was obtained. Customer acknowledges that Compugen Systems shall own all intellectual property rights and other proprietary rights in and to the Services and Work Products, and information Compugen Systems provides to Customer as part of this Agreement, and any other intellectual property developed, designed or discovered in performance of this Agreement hereunder or pre-existing. Unless otherwise explicitly set out herein, nothing in this Agreement grants any right, title, or interest in or to any Work Product. Customer acknowledges that Compugen Systems may incorporate intellectual property created by third parties into the Work Product (“Third Party Intellectual Property”). Customer agrees that its right to use a Work Product containing Third Party Intellectual Property may be subject to the rights of third parties and limited by agreements with such third parties.
From time to time, Customer or any of Customer’s Personnel may send or transmit communications or materials to Compugen Systems recommending changes or improvements to the Services, including any comments, questions, suggestions or the like (“Feedback”). Customer (on behalf of itself and its Personnel) hereby assigns to Compugen Systems all rights, title, and interest in, and Compugen Systems is free to use, without attribution or compensation to Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. For the avoidance of doubt, Compugen Systems is not required to use any Feedback.
Confidential Information
Each party (the “Disclosing Party”) anticipates that it may be necessary to provide access to Confidential Information (defined below) belonging to the Disclosing Party, its affiliates or third parties to the other party (the “Receiving Party”) in the performance of this Agreement.
"Confidential Information" means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information that are disclosed by or on behalf of a party in relation to this Agreement (including all copies, analyses and derivatives thereof) and which are marked or otherwise identified as proprietary or confidential at the time of disclosure. Confidential Information does not include information which: (a) becomes known to the public through no act of the Receiving Party; (b) was already known to the Receiving Party without an obligation of confidentiality; (c) becomes known to the Receiving Party from a third party having the right to disclose it and having no obligation of confidentiality to the Disclosing Party with respect to the applicable information; (d) is independently developed by agents, employees or subcontractors of the Receiving Party who have not had access to such information; (e) is disclosed by the owner to a third party without similar restrictions; or (f) is approved by the Disclosing Party for disclosure. Without limiting the generality of the forgoing, the existence of this Agreement, and any Order Forms or invoices are Compugen Systems’ Confidential Information. Receiving Party agrees to hold the Disclosing Party’s Confidential Information confidential for a period of two (2) years following the date of disclosure. Receiving Party shall take the same measures to prevent disclosure of Disclosing Party’s Confidential Information as Receiving Party takes to protect its own Confidential Information of like kind but to use no less than a commercially reasonable degree of care. Disclosures of the Disclosing Party's Confidential Information will be restricted (i) to those individuals who are participating in the performance of this Agreement who have a need to know such Confidential Information for the purposes of providing or receiving the Services or otherwise in connection with this Agreement, or (ii) to its business, legal and financial advisors, provided such individuals are bound by confidentiality obligations at least as restrictive as those set out herein. Receiving Party agrees not to use any Confidential Information of the Disclosing Party for any purpose other than the business purposes contemplated by this Agreement and the applicable Order Form. Upon the written request of a Disclosing Party, the Receiving Party will either return or certify the destruction of the Confidential Information of the Disclosing Party. Notwithstanding the foregoing, Compugen Systems may retain, subject to the terms of this Agreement, copies of Customer’s Confidential Information contained in any materials produced by Compugen Systems as a result of the performance of the Services for its quality assurance and record-keeping purposes, and archived copies of Customer’s Confidential Information contained in Compugen Systems’ backups until they are destroyed in the ordinary course in accordance with Compugen Systems’ standard practices.
If a Receiving Party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by any governmental or regulatory authority, to disclose Disclosing Party’s Confidential Information, the Receiving Party will give the Disclosing Party prompt notice of such request (to the extent permitted by applicable law) so that the Disclosing Party may seek an appropriate protective order or similar protective measure. If Receiving Party remains required to disclose any Confidential Information, Receiving Party shall only disclose that portion of the Confidential Information that Receiving Party is legally required to disclose and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.
Each party agrees that, in the event of any breach or threatened breach of this section, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain, temporarily or permanently, such breach or threatened breach, without the necessity of posting any bond or surety.
Termination
Either party may terminate performance of Services for cause if the other party fails to cure a material default within 30 days after receiving written notice of such breach from the non-breaching party, unless such default is incapable of being cured within the time period in which case the defaulting party will not be in breach if it has used its reasonable efforts to start to cure the default. Notwithstanding the foregoing, Compugen Systems may terminate this Agreement immediately upon providing notice in the case of non-payment. Either party may terminate this Agreement immediately upon written notice, if the other party makes any assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of any or all of the other party’s property, or the other party seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding or such a proceeding is instituted against the other party and is not dismissed within 30 days, or the other party becomes insolvent or, without a successor, dissolves, liquidates or otherwise fails to operate in the ordinary course. In the event of any termination of a Service, Customer will pay Compugen Systems for all Services performed and expenses incurred up to and including the date of termination plus any termination fee if one is set forth in the applicable Statement of Services or invoice. In such event, Customer will also pay Compugen Systems for any out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all rights and obligations of the parties under this Agreement will automatically terminate in respect of the Services except for any right of action occurring prior to termination, payment obligations and obligations that expressly or by implication are intended to survive termination (including, but not limited to, limitation of liability, indemnity, confidentiality, or licensing of Work Product and this survival provision).
Arbitration
Any claim, dispute, or controversy arising from or relating to these Terms or the supply of Services (collectively, a “Dispute”) shall initially be referred to the executive management of Compugen Systems and the Customer, who shall attempt to resolve the Dispute in good faith without recourse to legal proceedings. If Compugen Systems and Customer are unable to resolve the Dispute within 10 business days (or such other period as mutually agreed by the parties hereto) from the date the Dispute is referred to them, either party may choose to pursue arbitration.
Any claim, dispute, or controversy arising out of or relating to this Agreement, including its interpretation, performance, or breach, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect, unless the parties agree otherwise in writing.
The arbitration shall be conducted in state of New York , before a single arbitrator selected in accordance with the AAA Rules. The arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award under applicable law. The arbitrator’s decision shall be final, binding, and conclusive, and judgment on the award may be entered in any court having jurisdiction, including the state of New York.
Each party waives any right to a jury trial or to participate in a class action. If any provision of this clause is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
The language of the arbitration shall be conducted in English.
Each party involved will bear its own cost of any legal representation, discovery or research required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Compugen Systems under this Agreement may be litigated in court rather than through arbitration, at Compugen Systems’ sole discretion.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of law principles. The rights and remedies provided to Compugen Systems under these Terms are cumulative, are in addition to, and do not limit or prejudice any other right or remedy available at law or in equity.
Compliance with Law
The parties agree to comply with the provisions of all local, state, and federal laws that expressly or by implication apply to such party in performing its obligations under this Agreement.
Publicity
Each party shall not, without the prior written consent of the other party, use such party’s name, logo, or trademark in materials that may be published as part of its marketing efforts.
Miscellaneous
Compugen Systems may assign or subcontract all or any portion of its rights or obligations with respect to the supply of Services or assign the right to receive payments, without Customer's consent. Customer may not assign its rights or obligations under these Terms without the prior written consent of Compugen Systems. Subject to the restrictions on assignment contained herein, these Terms will be binding on and ensure to the benefit of the parties hereto and their successors and permitted assigns. Any delay or failure by either party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights. No provision of this Agreement will be deemed waived, amended or modified by either party unless such waiver, amendment or modification is in writing and signed by both parties. The relationship between Compugen Systems and Customer is that of independent contractors and not that of employer/employee, partnership, agency or joint venture. If any term or condition of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or conditions hereof or thereof or the whole of this Agreement. Notices provided under this Agreement will be given in writing at the address of Compugen Systems and the Customer set out in the Order Form or invoice, and deemed received upon the earlier of actual receipt, the date of transmission of a notice sent by email or five (5) days after mailing if mailed postage prepaid by regular mail or one (1) day after such notice is sent by courier. Each party agrees that the electronic signatures of the parties have the same force and effect as manual signatures.