Balimmune Extended User Agreement
THIS AGREEMENT, effective upon registration via Balimmune website and / or purchase of Balimmune Test Kit is entered by Divinity Group Inc. DBA Balimmune (Balimmune) and user (purchaser).
WHEREAS,Balimmune has designed and developed a method to quantify cyanide within the human body via body water content. (hereinafter “INVENTION”).
WHEREAS,Balimmune is the owner of all right, title and interest in a United States Letter of Patent filed May 28, 2014 and issued July 26, 2016 as United States Patent Number 9,400,284.
NOW,THEREFORE, in consideration of the mutual covenants and agreements set forth herein, parties agree as follow:
SECTION 1. DEFINITIONS
1.1. CLOSING. “Closing”shall occur when user registers via Balimmune and/or purchases either Balimmune Test Kit.
1.2. PATENT RIGHTS. “Patent Rights” means the following listed patents and/or patent applications, patents to be issued pursuant thereto, and all divisions,continuations, reissues, substitutes, and extensions thereof:
- U.S. Application Serial No. 14/289,207 Date Filed: May 28, 2014
SECTION 2. UP-FRONT MONIES
Purchaser shall pay to Balimmune up-front monies through purchases of Balimmune Test Kit if applicable.
SECTION 3. TIMING OF UP-FRONT MONIES
Purchaser shall pay up-front monies for Balimmune Test Kits upon initial ordering and reordering.
SECTION 4. OBLIGATIONS OF BALIMMUNE
Balimmune agrees with the user to execute such documents and give such assistance as the user may reasonably require:
- to defeat any legal challenge to the validity of, and resolve any legal questions concerning the Patent Rights;
- supply directional information and steps to follow in test kit procedure;
- to inform the user of all technical information concerning the INVENTION; and
- to supply the user with any documents or drawings relevant to the INVENTION.
SECTION 5. REPRESENTATION SAND WARRANTIES OF BALIMMUNE
5.1. Balimmune represent sand warrants to user as follows:
- Balimmune is the sole and exclusive owner of the INVENTION and the Patent Rights. No other parties have any right or interest in or to the Invention nor to the Patent Rights;
- All rights to the INVENTION and the Patent Rights are free and clear of all liens, claims,security interests and other encumbrances of any kind or nature;
- As of the date hereof and as of the Closing date, Balimmune is not aware of any parties infringing on the patent rights;
- Balimmune had research done that the INVENTION does not infringe upon any patent, but Balimmune does not otherwise warrant or guarantee the validity of the Patent Rights or that the INVENTION does not infringe any valid and subsisting patent or other rights not held by the Balimmune; and
- The Invention was not procured using confidential information, trade secrets, or in other respects in violation of law, and there is no action, order or proceeding, to the Balimmune’s knowledge, alleging any of the foregoing.
5.2. Each of the warranties and representations set forth above shall be true on and as of the date of Closing, as though such warranty and representation was made as of such time. All warranties and representations shall survive closing.
SECTION 6. USER’S OBLIGATIONS review
6.1. INDEMNIFICATION. The user/purchaser agrees to indemnify Balimmune and his heir’s successors, assign sand legal representatives for damages against Balimmune caused by violation of user obligations. The indemnified amount for $200 per count of unit damage not including lawyer fees and private investigator fees is agreed to not be rendered null through bankruptcy. Units of damage determined by assumption that a single test conducted would have generated a single unit of damage at a new medical location.
6.2. UP-FRONT MONIES AND EXCLUSIVITY. The user/purchaser agrees to pay up-front monies when applicable and will only purchase supplies such as Balimmune Test Kits from Balimmune or Balimmune authorized vendors. Any use of intellectual knowledge and property of Balimmune must be done using supplies purchased from Balimmune or Balimmune authorized vendors.
6.3. LIMITATION OF USE:
- The user / purchaser agrees to utilize Balimmune Test Kit solely for business use within the medical field, and;
- Not for resale unless given prior authorization from Balimmune via vendor agreement. For;
- Distribution and professional use there listed upon our site asplace of purchase or a place of business deemed familiar with our product anyhow to conduct and or perform our test there in by medical professional.
- Doctors / Labs wanting to participate in adding this test to their range of diagnostic tests please contact us at +1-844-479-9797 or via our website after registration for approval to have people directed to you foresting.
SECTION 7. CONDITIONS TO CLOSING
User / Purchaser is obligated to pay the up-front monies and the royalty shall be subject to the satisfaction on or before the Closing of the following conditions, any one or more which may bewailed by Balimmune:
- The warranties and representations made by Balimmune in this Agreement shall be true and correct in all material respects on the Closing date as if such warranties and representations had been given as of the Closing date.
- User/ Purchaser shall have delivered to Balimmune such instruments of transfer as may be reasonably requested by Balimmune to consummate the transactions contemplated hereby a count of consumption if a licensing agreement is made in writing by Divinity Group Inc.
SECTION 8. DURATION AND COMPLIANCE
(was duration and termination) ask about termination?
- This Agreement shall remain in full force for the duration of Patent9,400,284 and subsequent patents to extend life of Patent 9,400,284. This Agreement shall remain in full force for an indefinite period.
- If user / purchaser shall at any time default in rendering any of the statements required hereunder, and payment of any monies due hereunder as well as following exclusivity, Balimmune shall have the right to pursue user /purchaser as stated in user obligations.
SECTION 9. BINDING ARBITRATION
Any controversy or claim arising out o for relating to this agreement, or the breach thereof, between Balimmune and the user shall be settled by first mediation then binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a convenient location in Charlotte County Florida. The judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
SECTION 10. GOVERNING LAW
This Agreement shall be governed in accordance with the substantive laws of the State of Florida of the United States of America.
SECTION 11. SEVER ABILITY
- The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law,the validity of the remaining provisions shall not be affected thereby.
- In the event the legality of any provision of this Agreement is brought into question because of a decision by a court of competent jurisdiction, Balimmune, without notifying the user / purchaser, may revise the provision in question or delete it entirely to comply with the decision of said court. Furthermore, Balimmune may make changes to the Agreement without notifying the user / purchaser. It is up to the user to check for updates to our agreement and its dated materials within.
SECTION 12. NON ASSIGN ABILITY
The parties agree this Agreement imposes personal obligations on user / purchaser. User shall not assign any rights under this Agreement without the consent of Balimmune in writing or Via Your user status on our website. Balimmune may assign all rights hereunder.
- If you are a Doctor / Lab / Medical Professional and have a NPI and given Vendor Status by our Company. Then you have the rights to direct your personnel to Purchase, Test and Bill Insurance using Balimmune’s Directed Code for billing for solely medical business use only.
- Any Medical Associates billing or profiting from or the use of this test takes on personal assign ability by directing personnel to purchase kit and perform test for including but not limited to diagnostic, testing,monitoring, etc., purposes of cyanide in the body’s water.
SECTION 19. ENTIRE AGREEMENT
This Agreement sets forth all of the covenants, promises, agreements, conditions and understandings between the parties and there are no covenants, promises, agreements or conditions, either oral or written, between them other than herein set forth.