CONVERGE BIO PLATFORM TERMS OF SERVICE
These Platform Terms of Service, together with any terms, policies, notices and documents expressly incorporated by reference, including the Privacy Notice available at [insert link to Platform/Web App Privacy Notice] (the "Privacy Notice") and any additional product, order, usage or feature-specific terms presented by Converge Bio (collectively, these "Terms"), govern access to and use of Converge Bio’s online platform, applications, software, models, tools, documentation and related services (collectively, the "Services").
These Terms constitute a binding and enforceable legal agreement between Converge Bio and the Customer or other legal entity on whose behalf the Services are accessed or used ("Customer", "you" or "your"). By clicking to accept these Terms, creating an Account, accessing or using the Services, or authorizing any person to access or use the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity and its Affiliates, Authorized Users and personnel to these Terms.
If you do not agree to these Terms, or if you do not have authority to bind the applicable Customer, you may not access or use the Services.
Relationship with MSA or Order. If Customer and Converge Bio have entered into a written master services agreement, order form, statement of work, or other written agreement signed by Converge Bio that governs Customer’s access to or use of the Services (collectively, an "MSA"), then the MSA will govern Customer’s access to and use of the applicable Services and will prevail over these Terms in the event of any conflict or inconsistency. These Terms will apply only to the extent Customer accesses or uses Services that are not covered by an MSA. If Customer has not entered into an MSA with Converge Bio, these Terms govern Customer’s access to and use of the Services.
1. Definitions
1.1. "Account" means an online account created or enabled for Customer or its Authorized Users to access and use the Services.
1.2. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or the power to direct management or policies.
1.3. "Authorized User" means any employee, contractor, consultant, representative or other individual who is authorized by Customer to access or use the Services under Customer’s Account or credentials.
1.4. "Company", "Converge Bio", "we", "us" or "our" means: (a) Converge Bio, Inc., for Customers whose principal place of business is in the United States; and (b) Converge Bio Ltd., for Customers whose principal place of business is outside the United States, unless otherwise specified in an applicable MSA or Order.
1.5. "Content" or "Customer Material" means any data, files, sequences, samples, parameters, prompts, queries, instructions, materials, documents, information or other content submitted, uploaded, connected, imported or otherwise made available by or on behalf of Customer or any Authorized User through or in connection with the Services.
1.6. "Documentation" means user guides, technical documentation, usage instructions, product descriptions, API documentation, support materials and other documentation made available by Converge Bio in connection with the Services, as updated from time to time.
1.7. "Output" or "Deliverables" means any content, analysis, report, model result, sequence, molecule design, candidate, recommendation, ranking, prediction, optimization, insight, file, material or other output generated, returned or made available by the Services in response to Content or otherwise through use of the Services.
1.8. "Platform" means Converge Bio’s proprietary online AI platform, including solutions and features made available through it, such as antibody design and optimization, protein yield optimization, target and biomarker discovery, and other discovery, molecule design, development, manufacturing or related workflows made available by Converge Bio from time to time.
1.9. "Services" means the Platform, applications, software, artificial intelligence and machine learning features, models, algorithms, tools, APIs, Documentation, support, professional services and any other products or services made available by Converge Bio online or through the Platform.
1.10. "Usage Data" means telemetry, log data, diagnostic data, metadata, statistical data, performance data, configuration data and other data relating to use, operation, performance, support, security or improvement of the Services, but excluding Customer Material and Output except as expressly permitted under these Terms or an MSA.
2. Access to and Use of the Services
2.1. Subject to Customer’s compliance with these Terms, Converge Bio grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription or access period to permit Authorized Users to access and use the Services and Documentation solely for Customer’s internal business, research and development purposes and in accordance with these Terms, the Documentation and any applicable MSA, Order, usage limits or instructions provided by Converge Bio.
2.2. Customer is responsible for all acts and omissions of its Authorized Users and for all activity occurring under Customer’s Account, whether or not authorized by Customer. Customer will ensure that Authorized Users comply with these Terms and will promptly notify Converge Bio of any unauthorized access, credential compromise, security incident or suspected misuse of the Services.
2.3. Converge Bio may update, improve, suspend, modify, replace, discontinue or remove features, models, functionality or components of the Services from time to time, including to address security, legal, operational, product, model-quality or technical requirements. Converge Bio will use commercially reasonable efforts to avoid materially reducing core paid functionality during an active paid subscription, except where required for security, legal, third-party provider, model-safety or operational reasons.
2.4. The Services may be subject to usage limits, technical limitations, fair use policies, rate limits, API limits, seat limits, storage limits, model availability, service descriptions or other restrictions communicated in the Platform, Documentation, Order or applicable product description. Customer will not circumvent or attempt to circumvent such limits.
2.5. Converge Bio may make available certain Services, features or models identified as beta, trial, evaluation, preview, early access or provided free of charge ("Beta Services"). Beta Services are provided "AS IS" and "AS AVAILABLE", without any warranty, service level, support or indemnity, may be modified, suspended or discontinued at any time, and may be subject to additional terms. Notwithstanding anything to the contrary, Converge Bio's total aggregate liability arising out of or relating to Beta Services will not exceed US$100, and Customer's use of Beta Services is at Customer's sole risk.
3. Accounts, Administrators and Credentials
3.1. Customer may be required to register an Account and designate one or more administrators. Administrators may configure the Account, invite Authorized Users, manage permissions, access Content and Output, and take other actions available through the Services. Customer is solely responsible for its internal Account administration and for ensuring that access rights are appropriate and current.
3.2. Customer and its Authorized Users must provide accurate, complete and current registration, billing and contact information. Customer is responsible for maintaining the confidentiality and security of all login credentials, API keys, tokens and authentication methods associated with the Services.
3.3. Converge Bio may make available single sign-on or third-party authentication features. Customer is responsible for ensuring that it has the right to use any third-party account or identity provider in connection with the Services and that such use complies with applicable third-party terms.
4. Customer Material and Rights
4.1. As between the parties, Customer retains all rights, title and interest in and to Customer Material, including Customer’s pre-existing intellectual property, proprietary data and Confidential Information.
4.2. Customer grants Converge Bio a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, reproduce, prepare derivative works of and otherwise use Customer Material solely as necessary to provide, secure, support, maintain, troubleshoot and improve the Services for Customer, to generate Output, and to perform Converge Bio’s obligations and exercise its rights under these Terms or an applicable MSA.
4.3. Customer represents and warrants that it has and will maintain all rights, permissions, consents, notices, approvals and lawful bases required to submit Customer Material to the Services and to grant Converge Bio the rights described in these Terms, including with respect to intellectual property, data protection, confidentiality, informed consent, human subjects research, biosafety, export control and other applicable legal or ethical requirements.
4.4. The Services are not intended to serve as Customer’s system of record, backup or archival storage. Customer is responsible for maintaining appropriate copies and backups of Customer Material and Output.
5. Output, Deliverables and AI-Specific Terms
5.1. As between Customer and Converge Bio, and subject to Customer’s compliance with these Terms and any MSA, Customer owns the Output generated specifically for Customer through the Services, excluding any Converge Bio Technology and any third-party materials, open source components or pre-existing materials embodied in or necessary to use the Output. To the extent any Converge Bio Technology is embodied in or necessary for Customer’s use of Output, Converge Bio grants Customer a limited license to use such Converge Bio Technology solely as necessary to use the applicable Output for Customer’s internal business purposes and subject to these Terms.
5.2. Customer acknowledges that the Services use artificial intelligence, machine learning, statistical, computational biology and other computational techniques. Output may be inaccurate, incomplete, outdated, non-unique, biased, inconsistent, non-deterministic, unsuitable for Customer’s intended use, or based on incomplete or inaccurate Customer Material. The same or similar Output may be generated for other customers or users, and Converge Bio does not represent that Output will be unique to Customer.
5.3. Customer is solely responsible for reviewing, evaluating, validating, testing and determining the appropriateness of all Output before using or relying on it, including by applying qualified human review and appropriate experimental, scientific, clinical, regulatory and professional validation. Output is intended to assist research, development and decision-making and is not a substitute for human judgment, professional advice, regulatory review, clinical review, laboratory testing, quality assurance or applicable validation processes.
5.4. Unless expressly agreed in an MSA or other written agreement signed by Converge Bio, the Services and Output are not intended, validated or approved for clinical diagnostic use, therapeutic decision-making, direct patient care, use as a medical device, use in regulated manufacturing, release testing, quality control, or any other use that requires regulatory clearance, approval, authorization, certification or validation.
5.5. Customer will not use the Services or Output to design, develop, optimize, modify, synthesize, produce, acquire or deploy biological agents, toxins, pathogens, vectors, genetic constructs, molecules, materials or other items for unlawful, harmful, unsafe, weaponized or malicious purposes, or in a manner that violates biosafety, biosecurity, export control, sanctions, dual-use, human subjects, animal welfare, research ethics or other applicable laws, regulations, standards or institutional policies.
5.6. Customer acknowledges that, given the nature of AI and machine learning: (a) the Services may not be fully explainable, and Converge Bio does not represent that it can provide the basis for any Output; (b) Output may not be reproducible; and (c) the Services may rely on third-party models whose behavior, performance and availability may change or be discontinued.
6. Use of Data
6.1. Converge Bio may collect and use Usage Data to operate, monitor, secure, support, troubleshoot, analyze and improve the Services, to develop and improve product features, to perform billing and account management, to comply with law and enforce these Terms, and to create aggregated or anonymized statistics and insights.
6.2. Converge Bio will not use Customer Material or Output to develop, train, fine-tune or improve its models, algorithms or the Services, whether for Converge Bio's benefit or the benefit of other customers. Converge Bio may use Customer Material and Output only as necessary to provide, maintain, secure, support and troubleshoot the Services for Customer and to generate Output for Customer.
6.3. Converge Bio may use aggregated or anonymized information derived from use of the Services for analytics, benchmarking, product and Service improvement, research, support, security and business purposes, provided that such aggregated or anonymized information does not identify Customer or any individual and does not disclose Customer Confidential Information.
7. Privacy, Personal Data and Sensitive Information
7.1. Converge Bio’s processing of Personal Information collected through the Platform and website is described in the Privacy Notice. To the extent Converge Bio processes personal data on Customer’s behalf as a processor or service provider under applicable data protection laws, such processing will be governed by a data processing addendum or other written data protection terms entered into between Customer and Converge Bio, if required by applicable law or agreed by Converge Bio.
7.2. Customer will not submit to the Services any protected health information, patient-level data, identifiable human genetic data, sensitive personal data, special category data, government identification numbers, payment card information or other regulated or highly sensitive personal information unless Customer has obtained Converge Bio’s prior written approval and the parties have entered into appropriate data protection, security and regulatory terms.
7.3. Customer is responsible for ensuring that any personal data or research participant data submitted to the Services has been collected, used and disclosed in compliance with applicable law, consent, notice, ethics approval, institutional review board requirements, data use restrictions and contractual obligations.
8. Security
8.1. Converge Bio will maintain administrative, technical and organizational measures designed to protect the Services and Customer Material against accidental or unlawful loss, access or disclosure, taking into account the nature of the Services, the risks involved, and applicable legal and industry requirements.
8.2. Customer is responsible for configuring and using the Services securely, maintaining endpoint and network security, managing Authorized User access, protecting credentials, and ensuring that Customer Material is submitted only in authorized and appropriate form.
8.3. Converge Bio may suspend access to the Services or any Account if Converge Bio reasonably believes suspension is necessary to prevent harm, unauthorized access, security risk, legal exposure, misuse of the Services, or violation of these Terms. Converge Bio will use commercially reasonable efforts to notify Customer of the suspension where practicable and lawful.
9. Fees, Payment and Subscriptions
9.1. If Customer purchases paid Services online, Customer will pay all fees, charges and taxes described in the applicable online order, checkout page, subscription description, Order or MSA. Fees are non-cancelable and non-refundable except as expressly stated in the applicable Order, MSA or as required by law.
9.2. Converge Bio or its payment processor may charge Customer’s selected payment method in accordance with the applicable billing frequency. Customer authorizes Converge Bio and its payment processors to charge all applicable fees and taxes. Customer must provide accurate billing and tax information and promptly update any changes.
9.3. Unless otherwise stated in an Order or MSA, subscriptions will renew automatically for successive periods of the same duration unless cancelled before renewal in accordance with the applicable online instructions or Order. Converge Bio may suspend or terminate paid Services if fees are overdue.
9.4. All amounts not paid when due will accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), compounded monthly, from the due date until paid. Fees are exclusive of taxes, and Customer is responsible for all sales, use, value-added, goods-and-services, withholding and similar taxes (other than taxes on Converge Bio's net income). If Customer is required by law to withhold or deduct any amount from a payment, Customer will increase the amount payable so that, after the withholding or deduction, Converge Bio receives the full amount it would have received had no withholding or deduction been required.
9.5. Where required by applicable law, Converge Bio will provide notice of automatic renewal and cancellation instructions before a renewal charge is incurred. Customer may cancel an auto-renewing subscription at any time before the end of the then-current period through the applicable online cancellation mechanism. Cancellation takes effect at the end of the current billing period, and Customer will not receive a refund for the current period except as required by law.
10. Restrictions and Acceptable Use
10.1. Customer will not, and will not permit any Authorized User or third party to: (a) sell, resell, sublicense, lease, rent, distribute, timeshare or make the Services available to any third party except as expressly permitted by Converge Bio; (b) copy, modify, adapt, translate or create derivative works of the Services or Documentation except as expressly permitted; (c) reverse engineer, decompile, disassemble, decode, extract, discover or attempt to discover any source code, model weights, model architecture, prompts, algorithms, systems, methods, training data, non-public APIs or underlying components of the Services; (d) use the Services to build, train, improve or benchmark a competing product, model or service; (e) interfere with, disrupt, overload, probe, scan or test the vulnerability of the Services or any related system without authorization; (f) bypass or circumvent security, authentication, access, rate limit, usage or contractual restrictions; (g) submit unlawful, infringing, harmful, misleading, malicious, discriminatory, abusive or unauthorized content; (h) use the Services in violation of applicable law, regulation, sanctions, export control, data protection, privacy, intellectual property, research ethics, biosafety or biosecurity requirements; (i) upload viruses, malware or harmful code; (j) remove or obscure proprietary notices; or (k) use the Services or Output for any prohibited clinical, regulated, unlawful, harmful, unsafe, weaponized or malicious purpose.
10.2. Customer will comply with all applicable laws and regulations relating to export control, sanctions, anti-corruption, data protection, privacy, intellectual property, human subjects research, animal research, biosafety, biosecurity and life-sciences research and development.
11. Third-Party Services and Open Source Notices
11.1. The Services may interoperate with, depend on, or provide access to third-party services, platforms, models, hosting providers, software, APIs, data sources or tools. Converge Bio does not control and is not responsible for third-party services, and Customer’s use of third-party services may be subject to separate third-party terms and policies.
11.2. Certain components of the Services may include or be provided with open source software or third-party software subject to separate license terms. Such licenses do not modify these Terms with respect to proprietary components of the Services. Applicable notices, attributions and open source license information are available at: [insert link to Open Source Notices/Attributions page].
12. Intellectual Property; Feedback
12.1. Converge Bio and its licensors retain all rights, title and interest in and to the Platform, Services, Documentation, Converge Bio Technology, methodologies, workflows, know-how, models, algorithms, software, tools, designs, interfaces, prompts, systems, analytics, improvements, derivatives and all related intellectual property rights (collectively, "Converge Bio Technology"). No rights are granted except as expressly stated in these Terms or an applicable MSA.
12.2. Customer will not directly or indirectly challenge, contest, impair or infringe Converge Bio’s intellectual property rights, register or attempt to register any confusingly similar marks, domain names or rights, or use Converge Bio’s names, logos or trademarks without prior written approval.
12.3. If Customer or any Authorized User provides suggestions, comments, ideas, recommendations, bug reports, feature requests or other feedback regarding the Services ("Feedback"), Converge Bio may use, disclose and incorporate such Feedback without restriction or obligation, provided that Converge Bio will not disclose Customer Confidential Information in doing so.
13. Confidentiality
13.1. Each party may receive Confidential Information of the other party in connection with the Services. "Confidential Information" means non-public information disclosed by or on behalf of a party that is marked confidential or that should reasonably be understood to be confidential given the nature of the information or circumstances of disclosure. Customer Material and non-public Output are Customer Confidential Information. The Platform, Services, Documentation, Converge Bio Technology, pricing, security information, product roadmaps and non-public technical information are Converge Bio Confidential Information.
13.2. The receiving party will use the disclosing party’s Confidential Information only to perform or exercise rights under these Terms or an applicable MSA, will protect it using at least reasonable care, and will not disclose it except to its personnel, Affiliates, advisors, contractors and service providers who need to know it and are bound by confidentiality obligations at least as protective as these Terms.
13.3. Confidential Information does not include information that the receiving party can show: (a) is or becomes public without breach of these Terms; (b) was lawfully known without restriction before receipt; (c) is lawfully received from a third party without breach of duty; or (d) is independently developed without use of or reference to the Confidential Information.
13.4. If required by law, court order or governmental authority to disclose Confidential Information, the receiving party may do so provided it gives prompt notice where legally permitted and reasonably cooperates with efforts to seek confidential treatment. Confidentiality obligations survive for five (5) years after termination, except with respect to trade secrets, which remain protected for so long as they constitute trade secrets under applicable law.
13.5. Customer acknowledges that any actual or threatened breach of the confidentiality obligations in this Section 13 or of Converge Bio's intellectual property rights may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Converge Bio is entitled to seek injunctive or other equitable relief to prevent or restrain such breach, without the need to post bond or prove actual damages, in addition to any other remedies available at law or in equity.
14. Warranties and Disclaimers
14.1. Each party represents that it has the legal power and authority to enter into these Terms. Customer represents that it will use the Services in compliance with these Terms and all applicable laws and that it has all rights necessary to provide Customer Material to Converge Bio.
14.2. EXCEPT AS EXPRESSLY PROVIDED IN AN APPLICABLE MSA OR REQUIRED BY LAW, THE SERVICES, DOCUMENTATION AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". CONVERGE BIO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, SECURITY, ERROR-FREE OPERATION, UNINTERRUPTED OPERATION, REGULATORY COMPLIANCE, CLINICAL VALIDITY, SCIENTIFIC VALIDITY OR SUITABILITY FOR ANY PARTICULAR RESEARCH, DEVELOPMENT, MANUFACTURING, CLINICAL, REGULATORY OR COMMERCIAL PURPOSE.
14.3. CONVERGE BIO DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, UNIQUE, ERROR-FREE, NON-INFRINGING, SAFE, REGULATORY-COMPLIANT, CLINICALLY VALIDATED OR SUITABLE FOR CUSTOMER’S INTENDED USE. CUSTOMER IS SOLELY RESPONSIBLE FOR VALIDATING OUTPUT AND FOR ALL DECISIONS, ACTIONS, EXPERIMENTS, PRODUCTS, PROCESSES, SUBMISSIONS, CLAIMS OR OTHER USES BASED ON THE SERVICES OR OUTPUT.
15. Indemnification
15.1. Customer will defend, indemnify and hold harmless Converge Bio, its Affiliates and their respective officers, directors, employees, contractors, licensors, service providers and agents from and against any third-party claim, demand, suit or proceeding, and all related damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) Customer Material; (b) Customer’s or any Authorized User’s use of the Services or Output; (c) alleged infringement, misappropriation or violation of third-party rights by Customer Material or by Customer’s use of Output; (d) Customer’s breach of these Terms or applicable law; (e) Customer’s violation of privacy, data protection, research ethics, consent, biosafety, biosecurity, export control, sanctions or regulatory requirements; or (f) any decisions, products, experiments, research, manufacturing, regulatory submissions, clinical, therapeutic, diagnostic or other activities based on or relating to Output.
15.2. Converge Bio will defend and indemnify Customer against any third-party claim that the Services or Documentation, as provided by Converge Bio and used in accordance with these Terms, infringe or misappropriate a third party's intellectual property rights, and will pay damages and reasonable attorneys' fees finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Material, use in violation of these Terms or applicable law, modifications not made by Converge Bio, or combination of the Services with materials not provided by Converge Bio.
15.3. The indemnified party will provide reasonably prompt notice of the claim, reasonable cooperation, and control of the defense and settlement to the indemnifying party, provided that the indemnifying party may not settle any claim in a manner that admits fault or imposes non-monetary obligations on the indemnified party without the indemnified party’s prior written consent.
16. Limitation of Liability
16.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CONVERGE BIO OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, RESEARCH OPPORTUNITY, PRODUCT OPPORTUNITY, REGULATORY OPPORTUNITY OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, DOCUMENTATION OR OUTPUT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONVERGE BIO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, DOCUMENTATION OR OUTPUT WILL NOT EXCEED THE GREATER OF: (A) US$1,000; OR (B) THE AMOUNTS PAID BY CUSTOMER TO CONVERGE BIO FOR THE SPECIFIC ONLINE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
16.3. The foregoing limitations apply to the maximum extent permitted by law and will not apply to liability that cannot be limited under applicable law.
17. Term, Suspension and Termination
17.1. These Terms commence when Customer first accepts them or accesses or uses the Services and continue until terminated in accordance with these Terms or until Customer’s access to the Services ends.
17.2. Customer may stop using the Services at any time and may request deletion of its Account in accordance with available account settings or by contacting Converge Bio. Deletion may result in permanent loss of access to Customer Material and Output stored in the Account, subject to applicable law, backup retention, MSA obligations and legitimate business or legal retention needs.
17.3. Converge Bio may suspend or terminate Customer’s or any Authorized User’s access to the Services if Converge Bio reasonably believes that Customer or an Authorized User has breached these Terms, poses a security or legal risk, infringes third-party rights, fails to pay fees, misuses the Services, or if suspension or termination is required by law, third-party provider requirements, model-safety concerns or operational needs.
17.4. Upon termination, Customer will cease using the Services and Documentation. Sections intended by their nature to survive will survive, including provisions concerning intellectual property, Customer Material licenses as necessary for wind-down and legal compliance, confidentiality, disclaimers, indemnification, limitation of liability, governing law, notices and general terms.
17.5. Following termination or expiration, and upon Customer's written request made within thirty (30) days after termination, Converge Bio will delete or return Customer Material in its possession, except for copies retained in routine backups, as required by law, or as reasonably necessary for legal, compliance, security or dispute-resolution purposes, which copies will remain subject to the confidentiality obligations of these Terms. Absent such a request, Converge Bio may delete Customer Material in the ordinary course.
18. Changes to these Terms
18.1. Converge Bio may update these Terms from time to time by posting the revised version on the Platform or website or by otherwise providing notice. Unless a later effective date is stated, revised Terms will become effective upon posting or notice. Customer’s continued access to or use of the Services after the effective date constitutes acceptance of the revised Terms.
18.2. For paid Services, Converge Bio will use commercially reasonable efforts to provide advance notice of material changes that materially reduce Customer’s rights or materially increase Customer’s obligations, except where changes are required by law, security, third-party provider requirements, or urgent operational or model-safety needs.
19. Notices
19.1. Converge Bio may provide notices through the Platform, by email, by posting on its website, or by other reasonable means. Notices to Converge Bio must be sent to: legal@converge-bio.com, with a copy to [Converge Bio Ltd,3 Daniel Frisch St., Tel Aviv, Israel 6473104 ]. Notices will be deemed given when delivered, when posted in the Platform, or on the business day after email transmission, as applicable.
19.2. Customer consents to receive communications, notices, agreements, disclosures and other records from Converge Bio in electronic form, including by email or by posting through the Platform, and agrees that such electronic communications satisfy any legal requirement that a communication be in writing. Customer may withdraw this consent by ceasing to use the Services, which may limit or terminate Customer's access to the Services.
20. Publicity
20.1. Customer may not use Converge Bio’s names, logos or trademarks without prior written approval. Unless otherwise agreed in an MSA, Converge Bio may identify Customer as a customer and use Customer’s name and logo in customer lists and marketing materials, provided that any press release, public case study or detailed public announcement referencing Customer will require Customer’s prior written consent.
21. Export Control, Sanctions and Compliance
21.1. Customer will not access, use, export, re-export, transfer or make available the Services, Documentation, Output or related technology in violation of applicable export control, sanctions, anti-boycott, anti-corruption, biosafety, biosecurity or other laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any embargoed or sanctioned jurisdiction and is not listed on any restricted party list.
21.2. Customer will not use the Services for any purpose prohibited by applicable law or for any nuclear, chemical, biological, missile, military, intelligence, surveillance, weapons, or other restricted end use without all required authorizations and Converge Bio’s prior written approval.
22. General
22.1. These Terms, together with documents incorporated by reference and any applicable MSA, constitute the entire agreement between the parties regarding the subject matter of these Terms. If there is a conflict between these Terms and an MSA, the MSA will prevail for the Services governed by that MSA.
22.2. Customer may not assign or transfer these Terms or any rights or obligations under them without Converge Bio’s prior written consent. Converge Bio may assign these Terms to an Affiliate or in connection with a merger, acquisition, reorganization, sale of assets or similar transaction.
22.3. If any provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. No waiver will be effective unless in writing and signed by the waiving party. No failure or delay in exercising any right will constitute a waiver.
22.4. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary or employment relationship. There are no third-party beneficiaries to these Terms.
22.5. Governing Law and Jurisdiction. (a) For Customers whose principal place of business is in the United States (contracting with Converge Bio, Inc.), these Terms are governed by the laws of the State of New York, without regard to conflict of law principles, and the state and federal courts located in New York, New York will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and each party consents to such jurisdiction and venue. (b) For Customers whose principal place of business is outside the United States (contracting with Converge Bio Ltd.), these Terms are governed by the laws of England and Wales, without regard to conflict of law principles, and the courts of London, England will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and each party consents to such jurisdiction and venue. (c) The United Nations Convention on Contracts for the International Sale of Goods does not apply.
22.6. Converge Bio will not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental action, changes in law, failures or interruptions of the internet, hosting, cloud, telecommunications or third-party service or model providers, or power or equipment failures.
22.7. To the maximum extent permitted by applicable law, each party waives any right to a trial by jury in any proceeding arising out of or relating to these Terms or the Services. To the maximum extent permitted by applicable law, any dispute must be brought in a party's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding.