Patent extractor terms
Last updated: October 21, 2026
These terms and conditions (the "Terms"), together with any other agreements or terms incorporated by reference, govern the access to and use of all services offered by Company through its website (the “Services”). These Terms constitute a binding and enforceable legal contract between Company and any person or entity accessing or using the Services (the “Customer”), where “Company” means: (i) Converge Bio, Inc., if Customer is located in the United States of America; or (ii) Converge Bio Ltd., if Customer is located anywhere else. Certain Customers may enter into an order form incorporating these Terms by reference (an “Order”), in which case the additional provisions of such Order shall also apply to such Customer. By accepting these Terms, including through execution of an Order, or by accessing or using the Services, Customer agrees to these Terms. With respect to the Services, these Terms and any applicable Order shall prevail over the terms of use of Company’s website. Notwithstanding the foregoing, if Company offers a particular service that is subject to separate terms and conditions designated by Company for such service, such separate terms and conditions shall govern such service and shall prevail over these Terms in the event of any conflict or inconsistency, and such service shall not be deemed a Service for purposes of these Terms. Capitalized terms not defined in these Terms have the meanings given in the Order, if any, and these Terms together with any applicable Order constitute the "Agreement".
Services; License
Subject to the terms and conditions of these Terms, and any applicable Order, Company shall provide Customer with the Services, through its proprietary technology, as hosted on a third-party cloud service (the “Platform”).
During the Term and subject to Customer’s compliance with the terms and conditions of this Agreement, Company grants Customer a non-exclusive, non-transferable, non-sublicensable, limited, revocable right (i) for Customer’s employees, agents, representatives and contractors who are permitted access to the Services by Customer ("Authorized Users") to access the Platform, for Customer’s internal business use; and (ii) to use the Services according to Company’s instructions and technical documentation provided by Company from time to time ("Documentation"). Customer shall be responsible for all acts and omissions of its Authorized Users.
“Input” means any material submitted by or on behalf of Customer to the Services, whether through the Platform or by bulk submission to Company. “Output” means any sequences, complementarity-determining regions (CDRs), affinity measurements, data, results or other materials generated or returned to Customer by the Services.
Customer's use of certain Services is subject to usage limits set forth in the Order, the Documentation or on Company’s website. Customer shall not circumvent, or attempt to circumvent, usage limits, and Company may suspend the processing of any Input once any usage limit has been reached.
Customer’s Obligations. Customer hereby undertakes:
to submit Input through the Platform or, where bulk submission is permitted under the Order, in the format and manner reasonably required by Company;
to provide Company with complete and accurate information necessary to provide the Services;
to use the Platform, the Services, the Output, and all related Documentation in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws, and with all third-party rights, including intellectual property rights;
to manage and secure all login credentials used by Authorized Users in connection with their use of the Platform and protect the same against unauthorized use or disclosure using reasonable industry standards. Customer shall be liable for all actions taken on the Platform through use of the login credentials of its Authorized Users.
that it has all rights necessary to submit the Input, and that the Input does not infringe or violate any third-party right or applicable law; and
to submit only identifiers of, or copies of, publicly available information.
Fees. The Services are provided free of charge, unless otherwise provided in an Order. Where an Order provides for fees, in consideration for the Services, Customer shall pay Company the fees described in the Order (the “Fees”). Fees shall be payable within 30 days of issuance of the applicable invoice. All payments not made when due shall be subject to a late charge of 1.5% per month. Payment of Fees shall be made by wire transfer to the account designated by Company. The Fees are exclusive of all taxes, duties and levies, including VAT and sales and use taxes, other than taxes on Company’s net income. In the event that Customer is required by law to deduct and/or withhold any amounts from any payments due hereunder, it shall gross-up and increase the amounts to be paid to Company so that the actual net amount to be paid to Company shall equal the Fees that would have been due to Company without such deduction or withholding.
Intellectual Property Rights; Confidentiality
All intellectual property rights in the Platform, Services, Documentation and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with Company. Customer shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Platform, Services or any part thereof for any purpose or use it to build a competitive service or product; (ii) not represent that it possesses any proprietary interest in the Platform, Services, Documentation or any part or derivative thereof; (iii) not, directly or indirectly, take any action to contest Company's intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by Company, not use the name, trademarks, trade-names, and logos of Company; (v) except as specifically permitted herein, not copy any part or content of the Platform, reports or Documentation other than for Customer’s own internal business purposes; (vi) not copy any features, functions or graphics of the Platform or use it to build a competitive product or service; and (vii) not remove the copyright, trademark and other proprietary notices contained on or in Company's Platform, products, services or Documentation. Customer shall take no action, directly or indirectly, to register Company trademarks (or their variation), domain names, or copyrights in its own name and shall provide commercially reasonable assistance to Company to prevent the occurrence of such activity by any third parties. All intellectual property rights, if any, in any proprietary data, materials or Confidential Information provided by Customer (collectively, “Customer IPR”) lie exclusively with Customer or its licensors; provided that the Output, the Usage Data and any aggregated or anonymized data, statistics or insights derived therefrom shall not constitute Customer IPR.
Customer hereby grants to Company: (a) a non-exclusive, non-transferable, royalty-free, worldwide license, sublicensable to Company’s affiliates and service providers, during the Term to use, reproduce, and prepare derivative works of all data provided to Company by Customer in connection with this Agreement solely to permit Company to perform the Services to Customer as set forth in this Agreement, and (b) a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to collect, process and use data relating to Customer’s and its Authorized Users’ use of the Services, including Input, usage statistics, telemetry, log and performance data (“Usage Data”): (i) to operate, maintain and secure the Services; and (ii) in aggregated and/or anonymized form, to analyze and improve the Services and Company’s other products and services, to provide Customer with analytics and reports, and to create statistics and insights; provided that such aggregated or anonymized data does not identify Customer or any individual and does not disclose Customer Confidential Information, in each case in compliance with applicable law and privacy regulations. Company shall own all aggregated or anonymized data, statistics and insights created hereunder. Company shall have no obligation to delete, return or remove any Input, Output or Usage Data, except to the extent required by applicable law.
As between the parties, Company or its licensors own all right, title and interest, to the extent any such rights exist, in and to the Output. Subject to Customer’s compliance with this Agreement and payment of any applicable Fees, Company grants Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to use the Output for Customer’s internal research and development purposes, which license shall survive the expiration or termination of this Agreement with respect to Output delivered to Customer during the Term (other than upon termination by Company under Section 6.2(i)); provided that Customer shall not: (i) sell, resell, license, sublicense, distribute or otherwise make available the Output, or any substantial portion thereof, as a standalone data product or database to any third party; (ii) share any viewer link or other access to the Output with any person other than its Authorized Users; or (iii) use the Output to develop any product or service that competes with the Services. The restrictions in this Section 4.3 apply to all Output, irrespective of whether Company holds any proprietary rights therein. Customer acknowledges that the Output is derived from publicly available sources, that Customer shall not obtain any exclusivity in or to any Output, and that Company may provide the same or similar Output to other customers.
The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its affiliates, directors, employees, advisors, consultants, and service providers (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; and (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. The confidentiality obligations hereunder shall expire five years from the date of termination or expiration of this Agreement (and with respect to trade secrets, in perpetuity), without derogating from any prior confidentiality agreement between the parties with respect to information disclosed thereunder. Each party shall be responsible for any breach of this Section 4.4 by its Representatives.
For the purposes hereof, "Confidential Information" means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; or (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information. For the avoidance of doubt, Customer IPR shall be deemed Customer Confidential Information. Company’s Confidential Information includes the Platform, the Documentation, the Output as compiled by the Services, and the pricing and terms of this Agreement.
To the extent Customer provides Company with any suggestions, comments or other feedback regarding the Services, the Platform or the Output (“Feedback”), Customer hereby irrevocably and unconditionally agrees that all rights in such Feedback shall belong exclusively to Company, and that Company may use, disclose, incorporate and otherwise exploit such Feedback for any purpose, without restriction or compensation. Feedback shall not constitute Customer IPR or Customer Confidential Information.
Warranties; Disclaimer; Limitation of Liability
EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, COMPANY PROVIDES THE PLATFORM, SERVICES, OUTPUT AND DOCUMENTATION TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES - STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY. COMPANY FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
CUSTOMER ACKNOWLEDGES THAT THE QUALITY AND ACCURACY OF THE SERVICES ARE DEPENDENT ON THE ACCURACY AND COMPLETENESS OF THE INFORMATION PROVIDED. CUSTOMER ACKNOWLEDGES THAT COMPANY SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS OUTPUT PROVIDED ON THE BASIS OF UNTIMELY, INCOMPLETE, INACCURATE, FALSE OR MISLEADING INFORMATION PROVIDED BY CUSTOMER OR THE AUTHORIZED USERS.
CUSTOMER ACKNOWLEDGES THAT THE SERVICES RETRIEVE, PROCESS AND EXTRACT INFORMATION FROM THIRD PARTIES (“THIRD-PARTY SOURCES”). COMPANY DOES NOT CONTROL THE THIRD-PARTY SOURCES OR THE CONTENT THEREOF, AND MAKES NO REPRESENTATION OR WARRANTY AS TO: (I) THE ACCURACY, COMPLETENESS, CURRENCY OR SCIENTIFIC VALIDITY OF ANY SEQUENCE, CDR, MEASUREMENT OR OTHER DATA CONTAINED IN OR DERIVED FROM THE THIRD-PARTY SOURCES, INCLUDING ANY ERRORS OR OMISSIONS ARISING FROM THE EXTRACTION PROCESS; (II) CUSTOMER’S RIGHT TO USE ANY OUTPUT OR ANY UNDERLYING THIRD-PARTY CONTENT; OR (III) THE LEGAL STATUS, VALIDITY, SCOPE OR ENFORCEABILITY OF ANY OUTPUT. NOTHING IN THIS AGREEMENT GRANTS CUSTOMER ANY RIGHT OR LICENSE UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.
THE OUTPUT IS PROVIDED FOR INFORMATIONAL AND RESEARCH PURPOSES ONLY, AND MAY BE INCOMPLETE, INACCURATE OR NOT CURRENT. THE OUTPUT DOES NOT CONSTITUTE LEGAL, SCIENTIFIC, REGULATORY OR PROFESSIONAL ADVICE, AND CUSTOMER SHALL NOT RELY ON IT FOR ANY FREEDOM-TO-OPERATE, PATENTABILITY, VALIDITY, INFRINGEMENT, REGULATORY, INVESTMENT OR OTHER DECISION. CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY OUTPUT BEFORE RELYING ON IT. CUSTOMER’S USE OF THE SERVICES AND THE OUTPUT IS AT ITS SOLE RISK.
Customer acknowledges that the availability of the Services depends on continued access to the Third-Party Sources, which may be subject to terms of use, usage limitations and technical restrictions imposed by their operators, and that such operators may restrict, suspend or terminate access at any time. Company may modify the means by which it accesses the Third-Party Sources, and may suspend or limit the Services or any part thereof, where Company reasonably determines that doing so is required to comply with applicable law or the terms of any Third-Party Source, or where access to any Third-Party Source is restricted, unavailable or commercially impracticable. Company does not undertake to support any particular patent office, jurisdiction or document. Company shall have no liability for, and Customer shall not be entitled to any refund or credit in respect of, any unavailability, delay or limitation of the Services resulting from the foregoing.
EXCEPT FOR WILLFUL MISCONDUCT, FRAUD, CUSTOMER’S BREACH OF SECTIONS 1.4, 4 OR 6.3, CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR CUSTOMER’S OBLIGATION TO PAY THE FEES, TO WHICH THE FOLLOWING LIMITATIONS SHALL NOT APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO COMPANY DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES; AND (B) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Company shall defend, indemnify and hold harmless Customer, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to any third party claim that the Platform and/or Documentation, as provided by Company, infringes any third party intellectual property right; provided that Company shall have no obligation with respect to any claim arising from the Input, the Output, the Third-Party Sources or the content thereof, or Customer’s use of the Services or Output in breach of this Agreement. If the Platform or Documentation becomes, or in Company’s opinion is likely to become, the subject of an infringement claim, Company may modify or replace it or terminate this Agreement. The foregoing states Company’s sole liability, and Customer’s exclusive remedy, for any actual or alleged infringement of any third-party intellectual property right by the Platform, Services, Documentation or Output. Customer shall defend, indemnify and hold harmless Company and its affiliates from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) the Input; (ii) Customer’s or its Authorized Users’ use of the Services or the Output, including any claim that such use infringes or violates any third party right; or (iii) Customer’s breach of Section 2 or of applicable law. Indemnification hereunder shall be conditioned upon: (a) the indemnified party notifying the indemnifying party of the claim promptly upon becoming aware thereof, (b) the indemnified party allowing the indemnifying party to assume full control of the defense and settlement of such claim, and (c) the indemnified party reasonably cooperating with the indemnifying party in the defense and settlement of the claim; provided that the indemnifying party shall not settle any claim in a manner that imposes any obligation or admission on the indemnified party without its prior written consent.
Term; Termination
This Agreement shall commence on the earlier of the Effective Date set forth in the Order, if any, or Customer’s first access to or use of the Services. Where an Order applies, this Agreement will continue for the Initial Term set forth in the Order; thereafter, the Agreement shall renew for additional successive periods equal to the Initial Term, unless either party provides notice of termination in writing at least 30 days prior to the end of the then current Term. Where no Order applies, this Agreement will continue for as long as Customer accesses or uses the Services, and either party may terminate it at any time upon notice to the other party. The period during which this Agreement is in effect is the “Term”.
Either party may terminate this Agreement immediately by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within seven days after being given written notice thereof; or (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, or a trustee or receiver is appointed for such party, or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
Upon expiration or termination of this Agreement, Customer will immediately cease use of the Platform and any Service, each party shall return to the other party or destroy (at disclosing party’s option) all of the other party's Confidential Information in its possession (other than Output that Customer is licensed to retain under Section 4.3, and Input and Usage Data, which Company may retain) and any outstanding Fees shall become due and payable. Sections 2.3, 3, 4, 5, 6.3, 7, 8 and 9 shall survive any expiration or termination of this Agreement.
Company may suspend Customer’s access to the Services, in whole or in part, upon notice to Customer, if Customer fails to pay any Fees when due, breaches Section 1, 2, or 4, or if Company reasonably determines that suspension is required to prevent harm to the Services, Company or any third party.
Notices; Updates. All notices or other communications hereunder shall be in writing and given in person, by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, or by email, addressed to the address set forth in the Order or, if there is no Order, to the email address associated with Customer’s account or otherwise provided by Customer, or to such other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by email shall be deemed given on the business day following transmission unless the sender receives notice of non-delivery, and those sent by registered mail shall be deemed given three calendar days after posting. Company may also give notices under the Order or regarding updates to these Terms by email to the address set forth in the Order or associated with Customer’s account, through the Platform or on Company’s website. Company may update these Terms from time to time. Updated Terms shall become effective upon the earlier of posting on Company’s website or notice to Customer as set forth above, or on such later date as specified therein, and Customer’s continued access to or use of the Services thereafter constitutes acceptance of the updated Terms. If Customer does not agree to the updated Terms, Customer shall cease use of the Services. Notwithstanding the foregoing, updated Terms shall not apply to Customer with respect to the then current Term of an Order, unless Customer agrees otherwise in writing.
Publicity. Company may issue publicity or general marketing communications concerning its involvement with the Customer, including a case study and use of Customer’s name and logo in Company’s customer lists, and Customer agrees to reasonably cooperate with and contribute to such case study.
General. Subject to Section 4.4, this Agreement constitutes the entire agreement between Company and Customer and supersedes any previous agreements or representations, either oral or written, with respect to the subject matter of this Agreement. Customer has not relied on any statement not expressly set out in this Agreement, including on Company’s website or marketing materials. Except as set forth in Section 7 with respect to updates to these Terms, all amendments will be made only by written agreement of both parties. Customer shall not transfer or assign its rights or obligations under this Agreement to any third party without Company’s prior written consent. Company may assign this Agreement without Customer’s consent. Any purported assignment contrary to this Section shall be void. Neither party shall be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including outages of cloud service providers. If any part of this Agreement is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance. If Customer is located in the United States of America, this Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the competent courts located in New York, New York. If Customer is located anywhere else, this Agreement is governed by the laws of the State of Israel, without regard to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the competent courts of Tel Aviv, Israel. In each case, Company may seek injunctive or other equitable relief in any court of competent jurisdiction.