Terms of Use for Monod Offerings

Last Updated Date: September 18, 2024

Thank you for your interest in our Offerings! Monod Bio, Inc. (“Monod” or “we”) provides the (1) product portal located at monod.bio and its subdomains or any other product portal referencing these Terms of Use (collectively, the “Portal”); (2) the products offered for sale by Monod (“Products”), which may be subject to additional terms in Exhibit A; and (3) the content, resources, and data made available through the Portal, such as the user manual and plasmid sequence information (“Licensed Content”) ((1) – (3) collectively, the “Offerings”). This Terms of Use for Monod Offerings (“Terms of Use”) describes the rights and limitations that accompany the use of our Offerings and forms a binding agreement between you and Monod. Please read these Terms of Use carefully.

Your use of, and participation in, certain Offerings may be subject to additional terms such as product-specific terms (“Supplemental Terms”) that either are included in the order form for such Offerings or otherwise provided by Monod to you. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Offerings. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”  The Agreement commences on the earlier of the date when you first accept them or the date you first use the Offerings and remains in full force and effect while you use Offerings.

THE OFFERINGS ARE INTENDED FOR NON-COMMERCIAL USE ONLY ANDARE NOT DESIGNED OR APPROVED FOR CLINICAL USE.

BY ACCESSING OR USING THE OFFERINGS, CLICKING ON THE “I ACCEPT” BUTTON, AND/OR COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MONOD; (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER OR INDICATED AS THE CUSTOMER ON THE ORDER FORM, AND TO BIND SUCH ENTITY  TO THE AGREEMENT; AND (4) SUCH ENTITY IS SOLELY USING THE OFFERINGS FOR NON-COMMERCIAL USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR SUCH ENTITY, AS APPLICABLE. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE OFFERINGS.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY MONOD IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Monod will make a new copy of the Terms of Use and/or Supplemental Terms, as applicable, available on the Portal, indicated by the change in the “Last Updated” date at the top of the Terms of Use and/or Supplemental Terms, as applicable. Monod may require you to provide consent to the updated Agreement in a specified manner before further use of the Offerings is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Offerings. Otherwise, your continued use of the Offerings constitutes your acceptance of change(s) to the Agreement. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.

  1. THE OFFERINGS. Our Offerings enable you to purchase a Product from Monod, and, if you have registered an Account (as defined below), access and use our Portal and Licensed Content.
    1. Access to Portal and Licensed Content. Subject to the Agreement, Monod hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to access and use the Portal and Licensed Content contained therein for internal research purposes only.
    1. Updates. You understand that the Offerings are evolving. You acknowledge and agree that Monod may update or modify the Offerings, including modifying or discontinuing the Products, with or without notifying you.
    1. Certain Restrictions. Unless otherwise authorized by Monod in this Agreement, the rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host, or otherwise commercially exploit the Offerings or any portion of the Offerings; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other properties (including images, text, page layout or form) of Monod; (c) you shall not use any metatags or other “hidden text” using Monod’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Offerings except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Portal (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Portal for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Offerings in order to build a similar or competitive website, application, or service; (g) except as expressly stated herein, no part of the Offerings may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Offerings; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Offerings or use the Offerings in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Offerings, introducing viruses, worms, or similar harmful code into the Offerings, or interfering or attempting to interfere with use of the Offerings by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Offerings; (j) take any action or make available any User Content (as defined below) on or through the Offerings that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (ii) constitutes unauthorized or unsolicited advertising, junk or bulk email; or (iii) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes. Any future release, update, or other addition to Offerings shall be subject to the Agreement. Monod, its suppliers, and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Offerings terminates the licenses granted by Monod to you pursuant to the Agreement.
  2. ACCOUNT REGISTRATION.
    1. Registering Your Account. In order to access certain features of the Offerings, you may be required register an account (“Account”).
    1. Registration Data. In registering for the Offerings, you agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, inclusive of the representations set forth herein, or Monod has reasonable grounds to suspect that any of the information is untrue, inaccurate, not current, or incomplete, Monod has the right to suspend or terminate your Account and refuse any and all current or future use of Offerings (or any portion thereof) by you.
    1. Responsibilities for Your Account. You are responsible for all activities that occur under your Account. You shall not share your Account or password with anyone, and you agree to notify Monod immediately of any unauthorized use of your password or any other breach of security.
  • MONOD OWNERSHIP/RIGHTS.
    • The Offerings. Subject to your ownership of the Products as described in Section 6.6 and ownership of User Content that you may provide, you agree that Monod and its suppliers own all rights, title and interest in Offerings. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Offerings.
    • Copyright/Trademark Information. Copyright © 2024, Monod Bio, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Offerings (including “LuxSitTM”) are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All goodwill generated from the use of any Monod’s Marks will inure to Monod’s benefit.
    • Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Monod through its Portal or otherwise (“Feedback”) is at your own risk and that Monod has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Monod a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback in connection with providing and improving Monod’s products and services.
  • USER CONTENT.
    • User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Portal. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness, or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. Monod is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
    • License. You hereby grant (and you represent and warrant that you have the right to grant) to Monod an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in providing, maintaining, and improving the Offerings . You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
  • THIRD-PARTY LINKS AND APPLICATIONS; RELEASE.
    • Third-Party Links and Applications. The Portal may contain links to websites and services and applications provided by third parties (collectively, “Third-Party Links and Applications”). Such Third-Party Links and Applications are not under the control of Monod, and Monod is not responsible for any Third-Party Links and Applications. Monod provides access to these Third-Party Links and Applications only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links and Applications. You use all Third-Party Links and Applications at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links and Applications, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links and Applications.
    • Release. You hereby release and forever discharge Monod (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Portal (including interactions with any other Portal users or any Third-Party Links and Applications). If you are a California resident, you hereby waive California Civil Code 1542 in connection with the foregoing, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
  • FEES AND PURCHASE TERMS.
    • Payment. You agree to pay all fees or charges set forth on the order form in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. We use a third-party service provider (currently, Stripe, Inc. and its affiliates) for payment services (“Third-Party Payment Processor”).  If you make a purchase on the Offerings, you will be required to provide your payment details and any additional information required to complete your order directly to our Third-Party Payment Processor. You agree to be bound by such Third-Party Payment Processor’s privacy policy and its terms of service and hereby consent and authorize Monod and its Third-Party Payment Processor to share any payment information and payment instructions you provide to the minimum extent required to complete your transactions. Please note that online payment transactions may be subject to validation checks by our Third-Party Payment Processor and your card issuer, and we are not responsible if your payment method declines to authorize payment for any reason. You must provide Monod or Monod’s Third-Party Payment Processor with an appropriate payment method as a condition to purchasing a Product or signing up for the Offerings. By providing Monod or Monod’s Third-Party Payment Processor with your payment information (credit card number, etc.), you agree that Monod or Monod’s Third-Party Payment Processor is authorized to immediately charge your payment method for all fees and charges due and payable by you to Monod hereunder and that no additional notice or consent is required. You agree to immediately notify Monod of any change in your payment information hereunder, such as changes in billing address or credit card number. Monod reserves the right at any time to change its prices and billing methods by (a) updating the Agreement, if applicable; and (b) communicating such changes to you via Offerings, or by email to you.
    • Prices and Taxes. Product prices are identified on the online order form at the time of your order placement and are in United States Dollars (US$). Prices do not include charges for applicable taxes. The online order form or quotation provided by Monod to you provides an estimate of applicable tax charges. Actual charges may vary and will be reflected on the documentation provided by the provider of your payment method for the Products purchased from the Portal. Unless you provide Monod with a valid tax exemption certificate applicable to the Product ship-to location prior to Monod’s acceptance of the order, you are responsible for sales and all other taxes associated with the order.
    • Withholding Taxes. You agree to make all payments of fees to Monod free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to Monod will be your sole responsibility, and you will provide Monod with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
    • Disputes. If you dispute any fees or charges, you must notify us in writing within seven (7) days after receiving your credit card statement, if you paid with credit card, or other applicable confirmation of payment, if you paid through other means, or such dispute will be deemed waived. Billing disputes should be made to the contact information provided in Section 10.
    • Orders; Not for Resale; Order Acceptance. You represent and warrant that all information, including your delivery address, provided to Monod for your order is complete and accurate. Monod will have no responsibility or liability for inaccurate information or information that later becomes outdated and will have no obligation to make efforts to determine the correct contact or delivery information.  All orders of Products must be for your personal use only. By purchasing Products, you hereby agree not to resell or distribute such Products for any commercial purposes. Your receipt of an electronic or other form of order confirmation does not signify Monod’s acceptance of your order, nor does it constitute confirmation of our offer to sell.  Monod reserves the right at any time after receipt of your order to accept or decline your order for any reason (including, without limitation, Product availability).  Monod further reserves the right any time after receipt of your order to supply less than the quantity you ordered of any item (for example, due to lack of Product availability), to supply such order in multiple shipments, or to otherwise cancel your order (for example, if pricing information was inaccurate at the time of the order). In each of the foregoing, Monod will notify you by email. We either will not charge you or will refund the charges for orders that we cancel or do not process as applicable. Your order will be deemed accepted by Monod upon our delivery of the Products that you have ordered.  We may require additional verifications or information before accepting any order. 
    • Product Availability, Delivery Dates, Title and Risk of Loss.  Monod does not guaranty the availability, for sale or otherwise, of any Products depicted on this Portal. Product availability may be limited, and Products may not be available for immediate shipment at the time an order is placed. Monod may restrict or limit quantities. For all Products, title and risk of loss for such Products pass from Monod to you upon shipment of the Product.
  • YOUR INDEMNIFICATION OBLIGATIONS. You agree to indemnify and hold Monod, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “Monod Parties”) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Offerings, or your handling or storage of the Products; (b) your violation of the Agreement, including if you exceed the scope of the licenses granted herein; (c) your violation of any rights of another party; (d) your User Content; or (e) your violation of any applicable laws, rules, or regulations. Monod reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Monod in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Agreement, or your access to the Offerings.
  • DISCLAIMER OF WARRANTIES AND CONDITIONS.
    • As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE OFFERINGS IS AT YOUR SOLE RISK, AND THE OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE MONOD PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
      • THE MONOD PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE OFFERINGS WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE OFFERINGS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF THE OFFERINGS WILL BE ACCURATE OR RELIABLE; (4) ANY ERRORS IN THE OFFERINGS WILL BE CORRECTED; OR (5) YOU WILL OBTAIN ANY SPECIFIC RESULTS FROM USING THE OFFERINGS.  THE MONOD PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION REGARDING ACCEPTANCE OR APPROVAL OF ANY APPLICATIONS, PRODUCTS, PROCESSES, DEVICES, TESTS, OR TREATMENTS BY A REGULATORY OR GOVERNMENTAL AGENCY, OR THAT THE RESULTS OF USE OF ANY OF THE OFFERINGS WILL ENABLE YOU TO FURTHER DEVELOP OR USE THE OFFERINGS, OR ANY OTHER PROCESS, PRODUCT, OR SERVICE. 
      • IN NO EVENT SHALL MONOD BE LIABLE FOR ANY USE OF THE OFFERINGS BY YOU. ANY ACCESS OR USE OF THE OFFERINGS IS AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ALL USE OF THE OFFERINGS, INCLUDING WITH RESPECT TO ANY RESULTING DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM, SEQUENCING, TEST, OTHER EQUIPMENT, OR ANY DEVICE YOU USE TO ACCESS OR USE THE OFFERINGS, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING OR USING THE OFFERINGS, OR ANY PERSONAL INJURY OR DEATH. 
      • THE OFFERINGS MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. MONOD MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO OFFERINGS, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION, AND OTHER CHARACTERISTICS OF OFFERINGS. THE MONOD PARTIES SHALL NOT BE RESPONSIBLE FOR ANY DELAYS OR OTHER ADVERSE IMPACTS TO YOUR DEVELOPMENT OR OTHER PROGRAMS ARISING FROM ANY OF THE OFFERINGS.
      • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MONOD OR THROUGH OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
      • FROM TIME TO TIME, MONOD MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY TEST THE NEW FEATURES OR TOOLS. SUCH NEW FEATURES OR TOOLS ARE OFFERED SOLELY FOR BETA-TESTING PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT MONOD’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
    • Not Intended for Clinical or Commercial Use. THE OFFERINGS ARE DESIGNED FOR NON-COMMERCIAL RESEARCH PURPOSES AND ARE NOT INTENDED OR IMPLIED TO BE APPROPRIATE FOR, OR AUTHORIZED FOR, CLINICAL USES, DIAGNOSIS, PREVENTION, OR TREATMENT, OR FOR ANY COMMERCIAL USE.  YOU AGREE NOT TO USE OR PERMIT THE USE OF THE PRODUCTS IN HUMANS.
  • LIMITATION OF LIABILITY.
    • Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE MONOD PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL OR PROPERTY DAMAGE, OR EMOTIONAL DISTRESS, IN EACH CASE WHETHER OR NOT ANY MONOD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR USE OF THE OFFERINGS, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE OFFERINGS; (2) ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED THROUGH, INTERACTIONS ON, OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH OFFERINGS; (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE OFFERINGS; OR (4) ANY OTHER MATTER RELATED TO THE OFFERINGS, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY.
    • Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE MONOD PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY MONOD FROM YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER; PROVIDED THAT IF SUCH LIABILITY ARISES FROM A PRODUCT, THE LIABILITY OF THE MONOD PARTIES SHALL BE LIMITED TO THE AMOUNTS PAID FOR SUCH PRODUCT.
    • Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MONOD AND YOU.
  • TERMINATION OF OFFERINGS.
    • Termination of Offerings by Monod. Monod has the right to, immediately and without notice, suspend or terminate any of the Offerings provided to you if: (a) we do not receive payment for any reason; (b) if you have materially breached any provision of the Agreement, including exceeding the scope of the limited use licenses granted hereunder; or (c) if Monod is required to do so by law (e.g., where the provision of the Offerings is, or becomes, unlawful). You agree that all terminations for cause shall be made in Monod’s sole discretion and that Monod shall not be liable to you or any third party for any termination of your Account.
    • Termination of Offerings by You. If you want to terminate the Offerings provided by Monod, you may do so by providing written notice to the contact information in Section 11.10 and (a) ceasing all use of the Offerings; and (b) closing your Account for all of the Offerings.
    • Effect of Termination. Upon termination of any Offering, your right to use or access such Offering will automatically and immediately terminate. All provisions of the Agreement which by their nature should survive, shall survive termination of Agreement, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
  • GENERAL PROVISIONS.
    • Electronic Communications. The communications between you and Monod use electronic means, whether you visit the Offerings or send Monod emails, or whether Monod posts notices on the Offerings or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Monod in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Monod provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
    • Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Monod’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Monod may freely assign this Agreement.
    • Force Majeure. Monod shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, pandemics, or shortages of transportation facilities, fuel, energy, labor, or materials.
    • Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Offerings, please contact us at: support@monod.bio. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
    • Governing Law; Venue. The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Washington without giving effect to any principles that provide for the application of the law of another jurisdiction. You hereby expressly consent to the personal jurisdiction and venue in the state and federal courts in King County, Washington for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
    • Headings and Captions. Headings and captions used in the Agreement are to facilitate reference only and shall not in any way affect interpretation.
    • Status of Parties. The Agreement is not intended to create, nor shall it be construed to be, a joint venture, association, partnership, franchise, or other form of business relationship. Neither party shall have, nor hold itself out as having, any right, power or authority to assume, create, or incur any expenses, liability, or obligation on behalf of the other party, except as expressly provided herein.
    • No Third-Party Beneficiary. There are no intended third-party beneficiaries to the Agreement.
    • Use of Names. Neither party will use the name or logo of the other party for any purpose without the other party’s prior written approval.
    • Notice. Where Monod requires that you provide an email address, you are responsible for providing Monod with your most current email address. In the event that the last email address you provided to Monod is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, Monod’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Monod at the following address:
  • Monod Bio, Inc.
  • Address: 700 Dexter Avenue North, Suite 700, Seattle, WA 9109
  • Email: legal@monod.bio
  • Such notice shall be deemed given upon confirmed dispatch, if by email, and when received by Monod letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    • Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    • Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    • Consumer Complaints – FOR USERS IN CALIFORNIA. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting the division in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
    • Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

EXHIBIT A – PRODUCT TERMS

Limited Use License and Restrictions for the LuxSitTM Pro kit

  1.  Limited Use License and Restrictions for the Kit. The following applies to your use of the LuxSitTM Pro kit, including all parts forming the kit such as the LuxSitTM Pro luciferase product and the LuxSitTM Pro assay reagents, (collectively, the “Kit”) or any part thereof. All references to the “Kit” in this Limited Use License and Restrictions will be understood to mean the Kit and any part thereof.
    1. Subject to your payment of applicable fees or charges, you may use the Kit solely for internal research for the benefit of yourself only; no sale, transfer, or Commercial Use of the Kit or any derivatives thereof is allowed. “Commercial Use” shall mean, but is not limited to: (a) providing a service, information, or data to a third party for financial gain; (b) use in the manufacture of products for sale or transfer to third parties; (c) use of the Kit or its derivatives for therapeutic, diagnostic, or prophylactic purposes, or to manufacture (or otherwise in connection with the manufacture of) any products for such purposes or any other purpose; (d) sale, resale, leasing, licensing, offering for sale, distributing, or importing, whether or not for research purposes; or (e) filing any patent application or other intellectual property registration that covers or discloses the Kit or its derivatives (or any part thereof). You shall comply with all applicable laws and regulations in connection with the use of the Kit. The Kit may not be used in humans or for any clinical use of any kind.
    1. Except for creating fusion constructs with the intact, full and split LuxSitTM Pro luciferase sequences, you shall have no right to modify or otherwise create variations, derivatives, or improvements of the Kit (including any of the LuxSitTM Pro assay reagents and the LuxSitTM Pro luciferase sequences contained therein). No other use or transfer of this Kit is authorized without the prior express written consent of Monod.
    1. You may only use the Kit or any of the Monod LuxSitTM Pro assay reagents in conjunction with the LuxSitTM Pro assay reagents.
    1. Except for confirmatory fusion construct sequencing, you shall not attempt to reverse engineer, analyze, deconstruct, or in any way determine the structure or composition of the Kit or cause a third party to do the same.
    1. You may not share the LuxSitTM Pro luciferase sequence or composition information with any third party.
    1. You agree to acknowledge Monod as the source of the Kit in all research, academic or scholarly publications that reference the Kit. You acknowledge that Monod retains all right, title, and interest in its trademarks, including with respect to the Kit, and all goodwill therein (including “LuxSit”). You agree not to use such trademarks in any way without Monod’s prior written consent.
    1. With respect to any uses outside this limited license, including any diagnostic, therapeutic, prophylactic, or Commercial Uses, please contact Monod at licensing@monod.bio for supply and licensing information.
    1. WITHOUT LIMITING ANY DISCLAIMERS IN THE TERMS OF USE, THE KIT IS PROVIDED “AS IS” AND MONOD MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH REGARD TO THE KIT.
  1. In no event shall Monod be liable for any use of the Kit by you. Without limiting Section 7 of the Terms of Use, you agree to indemnify and hold the Monod Parties harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use, handling, or storage of the Kit, negligence, intentional misconduct, breach of this Agreement (including this limited use license) or violation of any applicable law.
    1. Your right to use the Kit will terminate immediately if you fail to comply with this Agreement. Upon termination of this Agreement, you shall destroy all Kits and derivatives thereof (and any components of the foregoing) in your possession or control and notify Monod of such in writing.
    1. Patent pending.

Limited Use License and Restrictions for the Human CRP NovoLISA kit

  1. Limited Use License and Restrictions for the Kit. The following applies to your use of the Monod Human CRP NovoLISA kit, including all parts forming the kit such as the Sensor, the LuxSitTM Pro Substrate, and the Assay Buffer, (collectively, the “Kit”) or any part thereof. All references to the “Kit” in this Limited Use License and Restrictions will be understood to mean the Kit and any part thereof.
    1. Subject to your payment of applicable fees or charges, you may use the Kit solely for internal research for the benefit of yourself only; no sale, transfer, or Commercial Use of the Kit or any derivatives thereof is allowed. “Commercial Use” shall mean, but is not limited to: (a) providing a service, information, or data to a third party for financial gain; (b) use in the manufacture of products for sale or transfer to third parties; (c) use of the Kit or its derivatives for therapeutic, diagnostic, or prophylactic purposes, or to manufacture (or otherwise in connection with the manufacture of) any products for such purposes or any other purpose; (d) sale, resale, leasing, licensing, offering for sale, distributing, or importing, whether or not for research purposes; or (e) filing any patent application or other intellectual property registration that covers or discloses the Kit or its derivatives (or any part thereof). You shall comply with all applicable laws and regulations in connection with the use of the Kit. The Kit may not be used in humans or for any clinical use of any kind.
    1. You shall have no right to modify or otherwise create variations, derivatives, or improvements of the Kit (including all parts and sequences contained therein). No other use or transfer of this Kit is authorized without the prior express written consent of Monod.
    1. You may only use the Kit or any of the Monod Human CRP NovoLISA assay reagents in conjunction with the Human CRP NovoLISA assay reagents.
    1. You shall not attempt to reverse engineer, analyze, deconstruct, or in any way determine the structure or composition of the Kit (including all parts and sequences contained therein) or cause a third party to do the same.
    1. You agree to acknowledge Monod as the source of the Kit in all research, academic or scholarly publications that reference the Kit. You acknowledge that Monod retains all right, title, and interest in its trademarks, including with respect to the Kit, and all goodwill therein (including “LuxSit”). You agree not to use such trademarks in any way without Monod’s prior written consent.
    1. With respect to any uses outside this limited license, including any diagnostic, therapeutic, prophylactic, or Commercial Uses, please contact Monod at licensing@monod.bio for supply and licensing information.
    1. WITHOUT LIMITING ANY DISCLAIMERS IN THE TERMS OF USE, THE KIT IS PROVIDED “AS IS” AND MONOD MAKES NO, AND HEREBY DISCLAIMS ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, WITH REGARD TO THE KIT.
    1. In no event shall Monod be liable for any use of the Kit by you. Without limiting Section 7 of the Terms of Use, you agree to indemnify and hold the Monod Parties harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your use, handling, or storage of the Kit, negligence, intentional misconduct, breach of this Agreement (including this limited use license) or violation of any applicable law.
    1. Your right to use the Kit will terminate immediately if you fail to comply with this Agreement. Upon termination of this Agreement, you shall destroy all Kits (and any components thereof) in your possession or control and notify Monod of such in writing.
    1. Patent pending.
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