1. License Grant
Subject to payment of the license fee ($3,500 USD per construct) and Licensee's ongoing compliance with all terms herein, Scoville Splice grants Licensee a limited, non-exclusive, non-transferable license to use the licensed genetic construct file(s) for commercial research and product development purposes within the field of use described in the construct's datasheet. This license covers use within Licensee's own organization and does not extend to subsidiaries, affiliates, or third-party collaborators without prior written consent.
2. Permitted Uses
Under this Commercial License, Licensee may: conduct commercial R&D using the construct within the licensed field of use; develop products or processes incorporating the licensed trait within the licensed field; use construct data in regulatory submissions (e.g., USDA, EPA, FDA) related to Licensee's products in the licensed field; reference the construct in investor materials, patents, and commercial disclosures related to Licensee's products in the licensed field.
3. Field of Use
The licensed field of use is specified in the datasheet accompanying each construct. Typical fields of use include: agricultural Capsicum breeding and cultivation; food ingredient production; natural flavoring and fragrance applications; nutraceutical and botanical supplement formulation. Use outside the specified field requires a separate written agreement. If no field of use is specified, the license covers all non-exclusive commercial uses of the construct in Capsicum species only.
4. Restrictions
Licensee may NOT: sublicense the construct or transfer the license to any third party; use the construct in a manner that would constitute a breach of the Acceptable Use Policy; use the construct in human therapeutic or diagnostic applications without a separate written agreement; manufacture the construct at scale for distribution to third parties as a standalone product (sale of a product incorporating the trait is permitted); make the construct's sequence publicly available in a way that enables third parties to reproduce it without Scoville Splice's consent.
5. Fees and Royalties
The commercial license fee is $3,500 USD per construct, payable at checkout. This fee covers R&D use only. If Licensee commercializes a product incorporating the licensed trait, Licensee agrees to negotiate in good faith with Scoville Splice regarding a commercialization royalty agreement within 12 months of first commercial sale, or contact Scoville Splice at scovillesplice@gmail.com to arrange such terms in advance.
6. Term and Termination
This license is perpetual for permitted commercial R&D use, unless terminated for breach. Upon material breach that Licensee fails to cure within 30 days of written notice, the license terminates and Licensee must cease all licensed activities and destroy construct files. Termination does not affect any rights or obligations accrued prior to termination.
7. Intellectual Property
Licensee retains rights to products, data, and innovations it independently develops using the construct. However, any improvements or modifications to the construct itself that are developed by Licensee shall be disclosed to Scoville Splice upon request, and Scoville Splice retains a non-exclusive, royalty-free license to any such improvements for Scoville Splice's own research and licensing purposes.
8. No Warranty; Limitation of Liability
CONSTRUCT FILES ARE PROVIDED "AS IS." SCOVILLE SPLICE MAKES NO WARRANTY OF FITNESS FOR ANY PARTICULAR COMMERCIAL PURPOSE. IN NO EVENT SHALL SCOVILLE SPLICE'S TOTAL LIABILITY EXCEED THE LICENSE FEE PAID FOR THE AFFECTED CONSTRUCT. SCOVILLE SPLICE SHALL NOT BE LIABLE FOR LOST PROFITS, REGULATORY COSTS, OR PRODUCT LIABILITY ARISING FROM LICENSEE'S COMMERCIAL USE OF CONSTRUCTS.
9. Governing Law
This agreement is governed by the laws of the State of Delaware. Disputes are subject to binding arbitration under the Terms of Service.
10. Contact
Commercial licensing inquiries: scovillesplice@gmail.com