Terms of Service

These terms of service, together with any other agreements or terms incorporated by reference, including the Privacy Policy available at https://converge-bio.com/docs/privacy-policy (the "Terms") govern your use of the Services. These Terms constitute a binding and enforceable legal contract between Converge Bio Ltd. ("We", "Us", "Company" or "Our") and You (“User”, “Customer”, “You” or “Your”). By accepting these Terms electronically by clicking a box indicating Your acceptance, or by using the Services, You agree to these Terms. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the term "You" will refer to such entity and its affiliates. If the legal entity that You represent does not agree with these Terms, You must not accept these Terms or use the Services. 

  1. The Services

    1.1. Services. Company offers You one (1) complimentary protein yield optimization service using ConvergeGEO, its proprietary Generative AI-based solution, for internal evaluation purposes only as set forth below (the “Services”). The output generated through the Services may consist of optimized DNA sequences and related analyses regarding such sequences (the “Results”) and shall be provided to You through email. You will not receive direct access to the solution. Company may refuse, modify, suspend, or discontinue the Services or any portion thereof at any time without liability to You or any third party.

    1.2. Fees. The Service is made available to You free of charge. 

  2. Customer Data 

    2.1. To use the Services and receive the Results, You must provide Company with certain information through an online form or an email, as the case may be, including Your protein or gene sequence and contact details (“Customer Data”). You represent and warrant that all Customer Data is accurate, complete, and that You have all necessary rights, licenses, and permissions to submit such Customer Data to Company.

    2.2. Customer hereby grants to Company a non-exclusive, non-sublicensable (other than to Company’s affiliates), revocable, non-transferable, royalty-free, worldwide license during the Term to use, reproduce, and prepare derivative works of all Customer Data provided to Company by Customer solely to permit Company to perform the Services (including creating the Results) to Customer as set forth in this Agreement.

    2.3. You agree that when you submit Your customer Data, We will send You emails to confirm Your submission, deliver Your Results, and possibly follow up about Our Services. We will process Your submission data and contact information in accordance with our Privacy Policy.

  3. Use Obligations and Restrictions

    3.1. Obligations. You may use the Results solely for the purpose of evaluating the Services and determining whether to enter into a commercial agreement with Company. You must comply with all applicable laws, rules, and regulations, including those relating to data privacy, intellectual property, and export control.

    3.2. Restrictions. You must not misuse the Services or the Results. For example, You may not, whether by Yourself or anyone on Your behalf (a) sell, resell, or lease the Services or the Results or access or attempt to access the Services by any means other than the interface we provided or authorized; (b) circumvent any access or use restrictions put into place to prevent certain uses of the Services and the Results; (c) use the Services to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair, or destroy the Services; (e) use the Services or Results to develop, test, improve or train any competing product or service; or (f) assist, encourage, or permit any third party to do any of the foregoing.

  4. Intellectual Property Rights

    4.1. Customer IP. All rights, including all intellectual property rights, in and to the Customer Data will remain the sole and exclusive property of the Customer.

    4.2. Company IP. All rights, title and interest, including all intellectual property rights, in and to the Services and the Results, including any and all improvements, enhancements, modifications, customizations and derivative works thereof, whether developed by or on behalf of either party, shall vest exclusively in the Company or its affiliates. All rights not expressly granted to You under these Terms are reserved by Company and its licensors. The Terms do not convey to You an interest in or to Company’s intellectual property rights. Nothing in the Terms constitutes a waiver of Company’s intellectual property rights under any law.

    4.3. Feedback. To the extent You provide us any feedback, comments or suggestions ("Feedback"), You grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into the Services or any of our current or future products or services. 

  5. Confidentiality

    5.1. The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, consultants, or contractors (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; (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) and shall supersede any previous confidentiality undertakings between the parties.  

    5.2. 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; (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 avoidance of doubt, Customer Data shall be deemed Customer Confidential Information, while the Services and Results shall be deemed Company Confidential Information.

  6. Indemnification. You will indemnify, defend, and hold harmless Company, its affiliates, resellers, employees and agents (the "Indemnified Parties") from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that Your Customer Data or Your use of the Services or the Results infringes or misappropriates a third party’s intellectual property rights or violates applicable law or that Your use of the Services is in violation of these Terms.

  7. Disclaimers of Warranties. THE SERVICES AND THE RESULTS ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OF SERVICE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. OTHER THAN AS EXPRESSLY STATED IN THE TERMS WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.

  8. Limitation of Liability. EXCEPT IN THE CASE OF FRAUD OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW COMPANY, ITS OFFICERS, DIRECTORS AND/OR EMPLOYEES, SHALL NOT BE LIABLE FOR (I) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE SERVICES EXCEED AN AMOUNT GREATER OF (I) US$100.00 OR (II) THE FEES PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

  9. Term and Termination

    9.1. Term. These Terms commence on the date You first accept them and will remain in effect for a period of twelve (12) months thereafter.

    9.2. Termination. Either party may terminate these Terms: (i) immediately if the other party becomes insolvent or bankrupt; (ii) upon 30 days written notice if the other party breaches these Terms and fails to fix the breach; or (iii) for convenience upon fourteen (14) days prior written notice to the other party. When these Terms end, each party shall return or destroy all Confidential Information of the other party.

    9.3. Survival. The provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights, Confidentiality, Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and General sections, will survive the termination or expiration of the Terms.

  10. Governing Law and Jurisdiction. These Terms are governed by the laws of the state of New York excluding rules as to choice and conflicts of law and the courts in the state of New York will have jurisdiction. You and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. 

  11. General

    11.1. Export Restrictions. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You will not permit Users to access or use the Services in any country which is subject to an embargo by the United States and shall not use the Services in violation of any other export restriction. In addition, You shall not provide the Services to persons on the United States Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.

    11.2. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.

    11.3. Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.

    11.4. Relationship. Nothing in these Terms shall be construed as creating any agency, partnership, trust arrangement, fiduciary relationship or any other form of joint enterprise between You and Company. 

    11.5. Entire Agreement. These Terms contain the entire agreement between Company and You relating to Your use of the Services and supersedes any and all prior agreements between Company and You in relation to the same. You confirm that, in agreeing to accept these Terms, You have not relied on any representation except as has expressly been made by Company in these Terms. 

    11.6. Assignment. You may not assign Your rights or delegate Your obligations under these Terms without Company’s prior written consent. Any purported assignment contrary to this section will be null and void. Company may assign its obligations hereunder among the various Company entities within the Company Inc. group, by a change to the definition of Company hereunder which change will become effective upon posting on the Platform website.

    11.7. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this section, Users are not third-party beneficiaries to Your rights under these Terms.