Terms & Conditions

END USER DESKTOP SOFTWARE LICENSE AGREEMENT – MOLEVO

GENERAL TERMS AND CONDITIONS FOR THE PURCHASE AND USE OF USER LICENSES OF PROPRIETARY SOFTWARE GRANTED BY MOLEVO

IMPORTANT – PLEASE READ THESE TERMS CAREFULLY BEFORE CONFIRMING AN ORDER, PAYING THE FEES, INSTALLING, OR USING THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS HEREIN, DO NOT CONFIRM AN ORDER AND DO NOT INSTALL, ACCESS OR USE THE SOFTWARE.

BY CONFIRMING AN ORDER, PAYING FOR OR INSTALLING OR ACCESSING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THAT YOU AGREE TO ITS TERMS. IF YOU HAVE CONFIRMED AN ORDER OR PAID THE LICENSE FEE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, AND THAT YOUR USE OF THE SOFTWARE ON BEHALF OF SUCH ENTITY IS GOVERNED BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS HEREIN, DO NOT CONFIRM OR PAY AND DO NOT INSTALL, ACCESS OR USE THE SOFTWARE.

MOLEVO ONLY ACCEPTS ORDERS FOR SOFTWARE LICENSES ON THE UNDERSTANDING THAT THE CUSTOMER SUBMITTING OR CONFIRMING THE ORDER HAS ACCEPTED THE TERMS OF THIS AGREEMENT AND THAT ANY ADDITIONAL OR CONFLICTING TERMS IN THE ORDER DO NOT APPLY UNLESS SEPARATELY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF MOLEVO.

MOLEVO END USER LICENSE AGREEMENT (“EULA”) –

This EULA governs the sale and purchase of licenses for the use of proprietary Software offered by MOLEVO, (“MolEvo or We/Us/Our”) a limited liability company Authorized in the 12333 Sowden Rd Ste B PMB 28252, Houston, Texas, on 17th October 2023.

This EULA together with the “Order” (defined below) is a binding agreement between Licensee (“You/Your”) and MolEvo (the “Agreement”). Any additional or conflicting terms in Your request for proposal, or any other written or oral communication are not binding unless separately signed by MolEvo.

1.- 1. DEFINITIONS

“Documentation” means the documents, reports, system and user manuals, and guides provided by Us, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the Software, as revised and updated by Us from time to time.

“Licensee Fee” means the License fees, including all taxes thereon, to be paid by Licensee in accordance with the Order.

“LICENSEE or You/Your” means the individual or the entity identified in the Order as the purchaser of the license or licensee.

“License” has the meaning in Clause 3.

“Order” means the order submitted by or on behalf of the Licensee to purchase a license or the request of a demo for the Software, or the receipt of a demo version of the Software in the terms accepted by MolEvo (by issuing an invoice or any other means of valid acceptance) and/or (ii) the quotation, issued by MolEvo, and countersigned by the Licensee (e-signature permitted) and returned to MolEvo (email permitted) no later than the term established in the quotation.

“Authorized User” means any natural person, such as but not limited to an employee or individual consultant or contractor (who is a natural person) of the Licensee authorized by You to Use the Software and for whom the License has been purchased or received.

“Software” means the MolEvo computer programs licensed to You by Us as described in the Order, including any updates which may be provided by Us in accordance with the Order.

“Term” means the duration of the License as set forth in the Order.

“WEBSITE” means MolEvo’s corporate website: www.molevo.tech

GENERAL INFORMATION

2.1. This EULA is permanently available on the WEBSITE so that You may review, prior to purchasing a License, performing a demo or beta testing the Software, the terms and conditions affecting the use of the Software.

2.2. Licenses may be purchased by electronic means, via internet, through the WEBSITE or via email.

2.3. A purchase order form (detailing the specific software product which may be ordered, price, licensing model (e.g. perpetual or on a subscription basis), any applicable taxes and any other charges is available on the WEBSITE for You to submit every time You wish to purchase a specific license.

2.4. After submitting the purchase order form through the WEBSITE, You will be provided with a USER NAME and a PASSWORD to access an exclusive, private and secure area where You may confirm your purchase order, and upon confirmation, this EULA becomes binding. If instead of submitting the purchase order through the WEBSITE, You have sent Us a request for quotation, this EULA becomes binding, on the earlier of: (i) Our receipt of the License Fees (as quoted by Us); or (ii) the date when You countersign (e-signature permitted) Our quotation and return it to Us (email permitted) no later than the term indicated in the quotation.

2.5. Once the purchase order has been confirmed and the License Fee received, We will send to the email address specified in the purchase order as Your primary contact email (within the following business day depending on local statutory bank holidays) the confirmation of the Software license purchased and the relevant invoice.

2.6. Once the purchase order has been confirmed and the License Fee received, the Software will be delivered. We will not be responsible for any error caused in the delivery of the Software if the details introduced by You in the purchase order form (including but not limited to the primary contact email) are not accurate or are incomplete.

2.7. The Software may need to be customized and configured to ensure its optimal operation to fulfill the end user requirements. This customization and configuration can be carried out, upon request by the end user, agreement of specifications and payment of a service fee, by the MolEvo Customer Service Team. It is understood that the MolEvo Customer Services will configure and customize the Software to the best of its ability and based on its understanding of the end user requirement, which does not offer any guarantee that the configured and customized part of Software will fulfil the customer understanding and expectations of requirement. This customized software may incur additional configuration fees.

LICENSE

3.1. Subject to Your strict compliance with this Agreement including payment of the License Fee, You are granted a non-exclusive, non-transferable, non-sublicensable, limited license during the Term, to use, solely by and through Authorized Users, the executable form of the Software and the Documentation subject to all conditions and restrictions set forth in this Agreement.

3.2. The license for every contracted product will be immediately and fully available for THE LICENSEE from the date the invoice will be issued, and THE LICENSEE will only need to follow the related instructions to access it, which can do at any time and will do at its own responsibility.

3.3. This License grants You the right, exercisable solely by and through Your Authorized Users, to:

(a) Download and install the Software on any designated number of computers or workstations (provided these are owned or leased and controlled by You) for use concurrently by a number of Authorized Users up to the total number of purchased licenses and Authorized Users (as set forth in clause 5 below).

(b) Use and run the Software as properly installed in accordance with this Agreement and the Documentation and solely for Your internal business purposes. Unless separately authorized by Us in writing, the use of the Software in the operation of a service bureau is prohibited. In addition, if the Order restricts the use for academic purposes, the right to use the Software, and the Documentation, for any commercial purpose whatsoever, whether to benefit You or indirectly to benefit any third party, is prohibited. If used for research applications, any publication utilizing the software must be cited.

(c) The creation of any copy of the Software, regardless of archival purposes, program error verification, to replace defective media, or for backup purposes, is strictly prohibited. Any necessary re-installments of the software will require a full uninstalled and deletion of inoperable software. MolEvo will provide, within the terms and conditions of this Agreement, a re-installation license if a defect occurs.

(d) Download or otherwise make one (1) copy of the Documentation and use such Documentation, solely in support of Your use of the Software. All such copies of the Documentation: (i) will be the exclusive property of MolEvo; (ii) will be subject to the terms and conditions of this Agreement; and (iii) must include all trademarks and copyright notices contained in the original. Documentation will be provided only in English. We will make reasonable efforts to provide a translation at Your request subject to the payment of additional costs for translation services.

PERFORMANCE OF SERVICES

4.1. MolEvo agrees to perform to the best of its ability the services agreed with THE LICENSEE in accordance with the user license and always under the principle of contractual good faith. Thus, MolEvo will perform free technical support of the tools and features of the software whenever these are requested by THE LICENSEE, during the Term.

4.2. MolEvo will provide reasonable technical support via email during its normal business hours. Technical support questions and requests should be addressed to teammolevo@molevo.tech.

RESERVATION OF RIGHTS AND FEEDBACK

5.1. The Software is a confidential trade secret of MolEvo and its licensors. We reserve all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing herein grants, by implication, waiver, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to MolEvo or its licensors’ intellectual property. Title to the Software and the Documentation remains with MolEvo and its licensors.

5.2. You shall not use MolEvo trademarks (including MolEvo, Molecular Evolution, Mol, and “M”) as part of the name under which You conduct any business or in any other way, except as expressly permitted in writing by Us.

5.3. Feedback. If You or any of Your employees or contractors sends or transmits any communications or materials to Us by mail, email, telephone, or otherwise, suggesting or recommending changes to the MolEvo IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), We are free to use such Feedback. You hereby assign to Us on Your own behalf, and on behalf of Your employees, contractors and/or agents, all rights, titles, and interest in, and MolEvo is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although We are not required to use any Feedback.

AUTHORIZED USERS AND GEOGRAPHIC CONDITIONS

6.1. The aggregate number of Authorized Users will not exceed the total number of Users set forth in the Order, except as expressly agreed to in writing by the Licensee and MolEvo and subject to payment of the current per Authorized User fee (pro-rated for any partial Term based on when the additional Authorized Users are authorized). Payment of the additional fees will increase the total number of Authorized Users accordingly.

6.2. The Licensee agrees to notify MolEvo in writing as soon as it becomes aware of any unauthorized use of the Software by any person. In addition, MolEvo may verify, from time to time during the Term, the number of Authorized Users, and if the number of Authorized Users results to exceed the total number of Users, MolEvo shall invoice the Licensee and the Licensee shall pay MolEvo the applicable License Fees for such additional Authorized Users (pro-rated for any partial Term based on when the additional Authorized Users were authorized). To that end, the Licensee will cooperate with MolEvo in providing the information and/or accesses requested

6.3. Use of concurrency licensing model: The geography and Site(s) where the concurrencies are used must be specified to and get the consent of MolEvo. Permission of Use of concurrent licenses in specific time zones different by more than three (3) hours than the initial place of Use or purchase and permission for Using the concurrent licenses by Affiliates shall be granted by MolEvo and an additional fee maybe requested.

RESPONSIBILITY FOR AUTHORIZED USERS

You are responsible for ensuring that any usage by Authorized Users is in accordance with the terms and conditions of this Agreement, and therefore, You agree to inform each Authorized User of the relevant terms of this Agreement. You are responsible and liable for all uses of the Software and Documentation, and for all actions and failures to take required actions with respect to this Agreement, by Authorized Users or by any other person to whom You or an Authorized User may provide access to or use of the Software and/or Documentation (whether such access or use is permitted by or in violation of this Agreement).

USE RESTRICTIONS

You shall not use the Software or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized User to:

8.1. copy, modify, translate, or otherwise create derivative works or improvement of the Software or Documentation, in whole or in part, expect as explicitly provided in this Agreement;

8.2. make error corrections to the Software, if not required as part of the Software’s functionality and if not explicitly described in the Documentation,

8.3. provide any person other than Authorized Users, with access to or use of Software or Documentation, unless separately authorized in writing by MolEvo;

8.4. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Documentation to any third party, except to any third party Authorized User;

8.5. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs except to the extent that MolEvo is legally required to permit such specific activity on open source portions of the Software pursuant to the applicable open source license;

8.6. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;

8.7. remove or conceal any proprietary notices from the Software or Documentation; or use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

8.8. disable, tamper with, or seek to circumvent any protections or breach any security device used or controlled by MolEvo other than by an Authorized User’s reasonable use of his or her own then valid access key; or

8.9. use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is or may result in to MolEvo’s commercial disadvantage.

LICENSEE RESPONSIBILITIES

9.1. You are responsible for setting up, maintaining, and operating in good repair and in accordance with the Documentation all computers and workstations, and internet connectivity needed to access and download the Software. You are required to (a) use reasonable security precautions for Your own IT assets that may be used in connection with Your use of the Software, e.g. maintain up-to-date virus scanning and operating system security patches and firewall protection; and (b) require each Authorized User to use reasonable security precautions. You are responsible for the prevention of security issues with regard to your own IT assets, including Software hosted on your systems. You are also responsible for maintaining regular data backups or redundant data archives. We disclaim responsibility for any damages incurred as a result of Your failure to secure Your systems.

9.2. You shall ensure that the Software is downloaded, installed, accessed, or otherwise used only in the site(s) and the geographical areas specified in the Order. You will not allow access to the Software through any computers or terminals located outside such areas, through the Internet, VPN or otherwise, except as expressly agreed in writing by MolEvo. The access via VPN or virtual machines will be permitted subject to the number of licenses in use not to exceed the number of acquired licenses, and the user accessing via VPN or Virtual machine being the Authorized User

9.3. You are solely responsible for the use You and Authorized Users give to the Software and for all conclusions, decisions, and actions based on, Your and Authorized Users access or use of the Software Documentation. MolEvo will in no case be responsible for the use given to the Software, whether for analysis, conclusions, works or other results offered by the Software, as these are dependent on Your or Authorized Users’ knowledge, expertise and interpretations.

TRIAL VERSION

If MolEvo has agreed to deliver a free of cost evaluation version of the Software to You for an agreed trial period, the use of the trial version of the Software is subject to the terms and conditions of this Agreement, except that You (i) may apply the trial version solely for non-productive use (i.e. evaluation and testing of the Software only); (ii) after expiry of the trial period, access to the Software is contingent upon Your payment of the relevant fees, and (iii) the evaluation version is provided on an “as is” basis without any warranty (express or implied). Notwithstanding anything to the contrary herein, MolEvo will not be liable for any damages whatsoever relating to Your use of such trial version.

PAYMENT

All License Fees are payable in the manner set forth in the Order and are non-refundable, except as may be expressly stated herein. Unless otherwise stated in the Order, all License Fees are payable in advance and in USD. Any renewal of the License shall not be effective until the License Fees for such renewal have been paid in full.

WARRANTIES

12.1. Warranty. MolEvo warrants to You during the Term, that the Software (i) will substantially contain the functionality described in the Documentation, and (ii) when properly installed on a computer or workstation meeting the specifications set forth in the Documentation and the instructions supplied by Us, and when operated in accordance with the Documentation, the Software will substantially perform in accordance therewith.

12.2. Warranty voided. The foregoing warranty does not apply, and becomes null and void if You breach any provision of this Agreement, or if You, or any Authorized User, or any other person provided access to the Software by You, or by any Authorized User, whether or not in violation of this Agreement: (i) modifies or damages the Software or any component of the Software; (ii) uses the Software in combination with any software not provided by Us, or (iii) misuses the Software, including any use of the Software other than as specified in the Documentation. In addition, the warranty does not apply if the inoperability or failures of the Software, is caused, in whole or in part by: (i) Your or Authorized Users’ computers and workstations; (ii) internet connectivity; (iii) force majeure event; (v) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Us pursuant to this Agreement.

12.3. Remedy for breach of warranty. Our sole obligation, and Your sole remedy, with respect to any breach of this warranty of performance shall be for Us to make reasonable efforts to correct such nonconformance or provide reasonable alternative functionality at Our sole cost and expense, provided that You make available to Us all information reasonably requested to resolve the reported failure, including sufficient information to enable Us to recreate the error. If We are not able to correct the error within a reasonable amount of time, We will at Your request refund a pro-rata portion of the prepaid License Fee based on the number of months remaining in the Term as of the date that You submit Your cancellation request, subject to You ceasing all use of the Software and Documentation deleting all copies of the Software. We will not be liable or otherwise obliged to pay for substitute products or software replacing the Software.

12.4. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS CLAUSE 11, WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS CLAUSE 11, WE MAKE NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, OR SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

INDEMNITY BY MOLEVO

MolEvo shall defend and indemnify You and Your officers, directors, employees, and shareholders from and against any and all any damages, penalties, judgments and reasonable related costs and expenses, including but not limited to reasonable legal fees and expenses, arising out of any third party claim or allegation that Your use or access of the Software in accordance with the terms of this Agreement infringes copyright or other intellectual property right of any third party existing under the laws of United States of America. This indemnity is conditioned on You discharging the following obligations: (i) promptly notifying Us in writing of the claim, (ii) cooperating with Us for purposes of assessing the claim, and (ii) allowing Us sole authority to control the defense and settlement of such Claim. In addition:

13.1. If You notify Us of a claim under this Clause 12 or in Our opinion such a claim appears possible, You agree to permit Us, at Our sole discretion, to (A) modify or replace the Software, or component or part thereof, to make it non-infringing, or (B) obtain the right for You to continue to use the Software. If We determine that neither alternative is commercially practical for Us, We may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to You. In case of such termination, We shall refund to You a pro-rata portion of the prepaid License Fee based on the number of months remaining in the Term as of the date that You provide written notice of the claim. We will not be liable or otherwise obliged to pay for substitute products or software replacing the Software.

13.2. This Clause 12 will not apply to the extent that the alleged infringement arises from: (A) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Us or not required by the Documentation writing; (B) modifications to the Software not made by Us; or (C) Third-Party Components (defined in Clause 14).

13.3. This Clause 12 sets forth Your sole remedies and Our sole liability and obligation for any actual, threatened, or alleged claims that the Software infringes, misappropriates, or otherwise violates any intellectual property rights of any third party.

LIMITATIONS OF LIABILITY

In no event will MolEvo be liable under or in connection with this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether MolEvo was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable.

In no event will MolEvo‘s aggregate liability arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), indemnity, strict liability, and otherwise exceed the licensee fees paid to us during the year in which the event giving rise to the claim has occurred, with a cap of 150,000.00 USD.

You acknowledge and agree that MolEvo only grants the rights under this agreement in reliance on limitations of liability set forth in this clause 13 and disclaimers of warranty set forth in clause 11 and that these provisions are essential terms of this agreement.

THIRD-PARTY PRODUCTS

15.1. Definition. The Software may include software, content, data, or other materials, that are owned by persons other than MolEvo, including open source software (OSS) components and other third party components (“Third-Party Components“), and that are provided to Us on license terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses“).

15.2. Availability. A list of Third-Party Components included in the Software, if any, and the respective Third-Party Licenses can be made available at Your request, if not available in the Documentation, “read me” files, notice files, or other Software files. You must comply with all Third-Party Licenses. If You breach any Third-Party License, You will also be in breach of this Agreement.

15.3. Open Source Components:

(a) In the event of conflicts between this Agreement and the license conditions applicable to open-source components, the open-source license conditions shall prevail with respect to the open-source portions of the Software. Therefore, to the extent the terms of the license conditions applicable to open-source components prohibit any of the restrictions in this Agreement, such restrictions will not apply to such open-source component.

(b) You may receive a copy of, distribute and/or modify any open-source code for open-source components of the Software to the extent allowed under the terms of the respective open-source license. Where specific open source license terms entitle the licensee to the source code of such software, then on written request for a reasonable time from when You receive the Software and against payment of Our expenses, We will supply the source code for any open-source component in line with the terms of the applicable license. For this, please contact MolEvo at: teammolevo@molevo.tech.

15.4. No unbundling. Except to the extent that We are legally required pursuant to any applicable open-source license to permit You to use the OSS portion of Third-Party Components independently or separately, You must under no circumstances use any Third-Party Component independently or separated from the Software.

15.5. Scripting and Automation. The Software may include scripting, macro language, a software development kit, an application programming interface, or other automation features that have been included by Us with the purpose of allowing a certain level of automation and integration with Third-Parties applications. The use of those tools is subject to the following restrictions: (i) they cannot be created to exceed the number of licenses or concurrencies acquired by You, (ii) they cannot be developed or used to replicate functionalities which have been made commercially available by Us in other software applications and (iii) they cannot be developed to allow the Software to be called by external applications and be used as a server (except if agreed to in writing by Us).

15.6. No warranty. MolEvo disclaims any and all liability arising out of or relating to claims of infringement of third-party intellectual property rights to Third-Party Components.

15.7. Warning. MODIFICATIONS OF ANY COMPONENT OF THE SOFTWARE MAY CAUSE THE SOFTWARE NOT TO OPERATE IN ACCORDANCE WITH THE DOCUMENTATION AND SHALL INVALIDATE THE LIMITED WARRANTY UNDER CLAUSE 12.

TERM AND TERMINATION

16.1. This Agreement and the License shall remain in effect for the term set forth on the Order (the “Term“) or until terminated as set forth herein.

16.2. We reserve the right to terminate this Agreement if You breach any material provision hereof. We may terminate the Agreement: (i) with immediate effect and without notice if Your breach constitutes a violation of Our intellectual property rights in the Software or Documentation; (ii) if You fail to pay any amount when due and do not cure such breach within fifteen (15) working days following notice thereof; and (iii) for any other breach, if You have not cured the breach within thirty (30) days following notice thereof.

16.3. Upon expiration or early termination of this Agreement, the License shall also terminate. In the event of such termination, You will immediately cease to use the Software and the Documentation and either return to Us all copies of the Software and the Documentation, with Our prior consent, or provide Us with a certificate of destruction of all copies.

16.4. No expiration or termination shall affect Your obligation to pay all License Fees that may have become due before such expiration or termination, or entitle You to any refund, except as set forth explicitly in this Agreement.

16.5. Provisions of this Agreement which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination will remain in full force and effect notwithstanding such termination.

DATA PRIVACY

17.1. We will process the personal data provided by You (i.e. name, surname, company, email, address, payment details) for several purposes depending on Your interaction with Us, for example to manage your account, provide updates, warranty services, compliance screenings (e.g. to satisfy export control requirements) and invoicing. We will process such data via the website, email or any other contact channel to follow up on any request submitted by You as well as to inform You of MolEvo’s products and services related to any purchase made by You. These activities are based on either the performance of Our contractual relationship with You, Our legitimate interest, or the fulfilment of a legal obligation. We may engage in general marketing communication with You with Your prior consent. We will not use Your personal data for automated decision making or profiling.

17.2. We will keep the personal data provided by You for the time required by Our legal obligations and for archiving purposes. We treat such data in confidentiality and use adequate security measures to safekeep Our database.

17.3. The Parties undertake to enter into the relevant data processing agreements required to ensure compliance with applicable data privacy laws, based on Our template. Please contact security@molevo.tech in the case of any privacy-related enquiry.

COMPLIANCE WITH LAWS; EXPORT CONTROL

18.1. You agree to comply with all applicable laws with respect to Your and Authorized Users’ use of the Software.

18.2. You acknowledge and agree that the Software and Documentation (“Items”) are subject to export control, customs, economic sanctions, and anti-boycott laws, regulations, rules, and associated executive orders enacted, issued, entered, promulgated, or enforced by the European Union, the United States, the United Nations, the Organization for Security and Co-operation in Europe (the “OSCE”), or the country where You reside (provided such applicable laws or regulations of such country do not conflict with applicable regulations of the European Union or the United States) (each individually, an “Export Control Law” and, collectively, the “Export Control Laws”).

18.3. You will comply with all applicable Export Control Laws and not provide any Items to anyone in a country or other destination that is subject to a United States Government export embargo) (an “Embargoed Destination”), to a representative of an Embargoed Destination, or to persons or for purposes prohibited under any Export Control Law. Prohibited end-uses include the research on or development of chemical, biological or nuclear weapons, unmanned air vehicles or missiles, or nuclear explosive or fuel cycle activities.

18.4. In addition to any other remedy, We may have under this Agreement or at law, MolEvo may terminate this Agreement immediately and without notice, and deny access to or use of all or any part of the Items if: (i) We have not received all export-related documentation requested by Us; or (ii) We believe that such activity may violate any Export Control Law or Our own compliance policies.

18.5. If You purchase, download, or use the Items, You represent that You are not in any Embargoed Destination, acting for anyone in an Embargoed Destination, and that You are not a person or entity (or owned or controlled by one or more entities) that has/have been sanctioned or otherwise listed on a prohibited persons lists issued by the United States, the United Nations, the European Union, the OSCE, the United Kingdom, Japan, Australia or Switzerland.

18.6. You shall indemnify Us for all losses, costs, claims, damages and expenses (including attorneys’ fees and expenses) arising from Your violation or alleged violation of any applicable federal, state or local law, including without limitation, any Export Control Law. This indemnity survives the termination of this Agreement.

ASSIGNMENTS

Neither this Agreement nor any rights, obligations or subscriptions granted hereunder may be assigned or delegated, including but not limited to by operation of law, without the prior written consent of MolEvo (which can be withheld for any or no reason). You shall not assign or otherwise transfer any of Your rights, or delegate or otherwise transfer any of Your rights, obligations or performance under this Agreement, including to your affiliates, without Our prior written consent, which consent shall not be unreasonably withheld. MolEvo may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent.

SEVERABILITY

If any clause of this Agreement was declared void, the remaining clauses will remain in force and will be interpreted according to the intention of the parties and to the purpose of these General Terms and Conditions. MolEvo will have the right to waiver any of the rights and faculties derived from this document. Such waiver will in no case imply any subsequent waiver unless otherwise admitted by MolEvo in writing.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the United States, without giving effect to the conflict of law provisions thereof, and the application of the United Nations Convention on Contracts for the International Sale of Goods. Other than as necessary to enforce a final judgment or award or to obtain a preliminary injunction or other equitable relief to safeguard a party’s intellectual property, any action brought pursuant to or in connection with this Agreement shall be brought in the courts of The United States without regard to its conflict of law provisions and both parties expressly submit to the jurisdiction, and waive any objections to the venue, of such courts.

Copyright of all material used on this site belongs to MolEvo, LLC. It is prohibited to integrate the protected contents published on these Web sites into other programs or other Web sites or to use them commercially by any other means. Request for permission to reproduce any information contained on this Web site should be addressed to security@molevo.tech.

The information and data included in our website has been compiled from a variety of sources, through a period of time, and are subject to change without notice from us. MolEvo makes no warranties or representations whatsoever regarding the quality, content, completeness, or adequacy of this information.