These Terms and Conditions ("Terms") govern your use of the MNDL Bio online platform ("Platform") and the services provided by MNDL Bio Ltd., an Israeli company ("MNDL Bio"). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, please refrain from using the Platform.

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1. Services Provided

MNDL Bio offers services for recombinant gene expression optimization across selected host organisms through the Platform. While we provide tools, algorithms, and expertise for optimization, the Platform is available for non-commercial purposes. We do not guarantee specific outcomes or results from the use of these services.

We reserve the right to cancel your order if we determine, in our reasonable discretion, that it poses a biosecurity, biosafety, patent infringement, export restriction, or feasibility concern. Any cancellation will be without penalty to MNDL Bio. Our right to provide services to other parties remains unaffected, as long as we comply with confidentiality obligations.

 

2. Non-Commercial Use License

2.1 License Grant

You are hereby granted a limited, non-exclusive, non-transferable license to use the optimized sequences generated through the Platform for non-commercial purposes, including but not limited to research and development and product development, subject to the restrictions set forth in these Terms.

2.2 Legal and Regulatory Compliance Obligations

You shall comply with all applicable laws and regulations in connection with your use of the Platform and optimized sequences, including, export control, biotechnology regulations, applications approvals, and intellectual property rights.

You assume all responsibility for regulatory compliance for intended uses and determining any required permits or approvals. Our services are not legal advice.

2.3 Sharing and Publication Requirements for Academic Use

Subject to these Terms, users may share plasmids or constructs incorporating optimized sequences generated by the Platform with academic and non-commercial parties through open-access mechanisms (e.g., Addgene), under permissive licenses such as the OpenMTA.

When sharing or depositing such materials, the following conditions apply:

• The deposited materials must include a clear indication that the optimized sequence(s) were generated using MNDL Bio’s Platform.

• A statement must be included that any commercial use of such sequences requires separate licensing from MNDL Bio.

• If the sequences are made available publicly (e.g., Addgene), we recommend including:

“This construct includes DNA sequences optimized using the MNDL Bio platform. For commercial use, contact info@mndl.bio.”

Furthermore, if research involving MNDL Bio-optimized sequences is published in any academic journal, preprint, or public report, you agree to include an appropriate acknowledgment of MNDL Bio’s contribution, such as:

“Gene constructs were optimized using the MNDL Bio platform for recombinant protein expression.”

We reserve the right to request confirmation of such attribution in published work where appropriate.

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3. User Responsibilities and No Guarantee of Results

3.1 Sequence Submission Requirements

You must provide accurate and complete sequence information as requested by the tool. This includes details such as 5'UTR, coding region, and any specific requirements or constraints for the optimization process. The platform will optimize based on the data you provide. By using our service, you agree that you have the rights to the provided sequence. You also confirm that the sequence does not contain any restricted or hazardous materials.

3.2 Application Responsibility

For any applications, you assume all responsibility for: (i) determining fitness for intended use, (ii) conducting validation and quality control, (iii) obtaining regulatory approvals, (iv) compliance with legal requirements as detailed in Section 2.2, and (v) addressing intellectual property concerns. You are also responsible for maintaining appropriate insurance coverage for products and activities related to your use of optimized sequences. MNDL Bio makes no representations regarding viability or value of optimized sequences.

3.3 User Representations and Warranties

You represent and warrant that: (i) you possess all necessary rights to submit sequences to the Platform; (ii) your use of optimized sequences will not infringe third-party rights; (iii) you will not use the Platform for prohibited uses defined in Section 4; (iv) you have assessed the Platform's suitability for its purposes; (v) you possess sufficient expertise to use optimized sequences safely; (vi) you understand the limitations of computational optimization; and (vii) you will implement appropriate safety measures when using optimized sequences.

3.4 Performance Limitations

Our services focus on scientific optimization processes, but the final performance depends on many factors outside our control, including experimental conditions, protocols, and environmental variables.

 

4. Use of the Platform and Prohibited Usage

You acknowledge that MNDL Bio may decline to process certain sequences due to technical limitations or other restrictions.

Milk proteins or genes related to milk proteins cannot be submitted or processed on the Platform.

4.1 User Accounts and Management

Each user account is a single-user license and non-transferable. Accounts are approved individually by MNDL Bio, and usage is restricted to the registered user only. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify MNDL Bio of any unauthorized use of your account or any other breach of security. MNDL Bio reserves the right to suspend or terminate accounts that show signs of unauthorized access, sharing, or violation of these Terms.

MNDL Bio may periodically update the Platform to improve functionality, security, or performance. Users will be notified of significant updates via the email associated with their account. While we aim to minimize disruption, the Platform may be temporarily unavailable during updates. By continuing to use the Platform after updates, you agree to the updated version. MNDL Bio is not responsible for any issues arising from failure to use the most current version of the Platform.

4.2 Usage Limitations and Fair Use

MNDL Bio reserves the right to impose reasonable usage limitations on the Platform to ensure fair access for all customers. These limitations may include, but are not limited to, restricting the number of sequence submissions per day, the total number of optimized bases per month, or the computational resources allocated per user. Any attempt to circumvent these limitations through multiple accounts or other means is strictly prohibited and may result in immediate termination of access to the Platform without refund.

4.3 Platform Availability and Service Interruptions

MNDL Bio does not guarantee continuous, uninterrupted, or secure access to the Platform and may temporarily suspend access without notice for maintenance, system updates, or other technical reasons.

 

5. Ownership and Usage of Intellectual Property

5.1 Platform and Sequence Intellectual Property

All intellectual property related to the Platform, including software, content, algorithms, and design, remains the sole property of MNDL Bio. The intellectual property rights for optimized gene sequences generated through the Platform are retained by you. However, all other intellectual property, including the optimization methodology and algorithms, belongs exclusively to MNDL Bio.

5.2 Rights to Usage Data

By using the Platform, you hereby acknowledge that MNDL Bio may collect and use certain information, metadata, and aggregated data derived from your use of the Platform ("Usage Data"). Notwithstanding anything to the contrary herein, MNDL Bio shall have the perpetual, irrevocable, worldwide, royalty-free right to use Usage Data for purposes of: (i) maintaining, improving, and enhancing the Platform and its algorithms; (ii) developing new features and functionalities; (iii) generating aggregated, anonymized statistical information; and (iv) improving optimization methodologies.

5.3 Usage Restrictions

You may not copy, distribute, or use any content from the Platform without prior written consent from MNDL Bio. You are responsible for determining and complying with any restrictions on using the optimized sequence due to third-party patents as detailed in Section 2.2.

You expressly acknowledge that any attempt to reverse engineer MNDL Bio's proprietary algorithms or methodology constitutes a material breach of these Terms and may result in immediate termination of access and legal action.

You represent and warrant that you will not use MNDL Bio's name, logos, or trademarks in any way that suggests endorsement or affiliation without prior written consent.

 

6. Data Processing, Privacy and Confidentiality

6.1 Data Collection and Usage Data

MNDL Bio collects and processes data according to the provisions in Section 5.2. Such Usage Data may include, without limitation, sequence characteristics, optimization parameters selected, computational resource usage patterns, performance metrics, error rates, and other technical data generated during the optimization process.

6.2 Confidentiality Obligations

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of using the Platform. MNDL Bio will treat all user submissions as confidential and will not disclose them to third parties without your consent, except as required by law or court order as detailed in Section 2.2. This confidentiality obligation survives the termination of these Terms for a period of five (5) years.

6.3 MNDL Bio Data Usage Commitments

MNDL Bio agrees that: (i) it will not intentionally use Usage Data to identify you or your end users; (ii) it will not intentionally disclose your specific sequence information to any third party except as required by applicable law as described in Section 2.2;.

MNDL Bio agrees not to intentionally use your submitted sequences to develop directly competing products specifically targeting your market or to knowingly provide substantially similar optimization services to your direct competitors for identical sequences.

 

7. Limitation of Liability

7.1 Disclaimer of Warranties and Limitation of Liability

THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." MNDL BIO DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, OR FREEDOM FROM DEFECTS. MNDL BIO DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION. YOU ACKNOWLEDGE THE PLATFORM INVOLVES COMPLEX TECHNOLOGIES AND YOU ARE SOLELY RESPONSIBLE FOR VERIFYING RESULTS AND THEIR SUITABILITY FOR YOUR APPLICATIONS.

IN NO EVENT SHALL MNDL BIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR RELIANCE DAMAGES ARISING FROM THIS AGREEMENT OR PLATFORM USE, UNDER ANY LEGAL THEORY, EVEN IF ADVISED OF SUCH POSSIBILITY. This includes cases where optimized sequences fail to produce desired results.

MNDL BIO'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO MNDL BIO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMIT.

THE PARTIES ACKNOWLEDGE THESE LIMITATIONS REFLECT THE ALLOCATION OF RISK AND WERE MATERIAL INDUCEMENTS TO ENTER THIS AGREEMENT.

7.2 User Indemnification

You shall indemnify, defend, and hold harmless MNDL Bio, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or relating to: (i) your use of the Platform or any optimized sequences; (ii) any products, processes, or applications developed or manufactured using the optimized sequences; and (iii) your infringement of any third-party intellectual property rights. MNDL Bio reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

 

8. Termination

8.1 Right to Terminate

MNDL Bio reserves the right to terminate or suspend access to the Platform at any time, with or without notice, for any reason, including but not limited to breach of these Terms. Additionally, either party may terminate for material breach with 30 days' written notice if breach remains uncured. MNDL Bio may terminate immediately if you: (i) become insolvent; (ii) create legal liability for MNDL Bio; or (iii) violate export or biosecurity regulations. Either party may terminate with 30 days' notice for convenience.

8.2 Refund Policy Upon Termination

In accordance with the Cancellation and Refund Policy detailed in Section 10.6, MNDL Bio does not offer refunds upon termination except in cases where the service cannot be delivered due to technical reasons attributable solely to MNDL Bio. You acknowledge that upon submitting a sequence for optimization, computational resources are immediately allocated and work begins promptly, which precludes cancellation or refunds after submission.

 

9. Governing Law

These Terms are governed by the laws of the State of Israel. Any disputes arising out of or related to the Platform shall be resolved exclusively in the courts located in Tel Aviv, Israel.

9.1 Dispute Resolution

Prior to commencing any legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may commence legal proceedings in the courts located in Tel Aviv, Israel. All negotiations and offers of settlement are without prejudice and shall not be admissible in any subsequent proceedings.

 

10. Contact Information

If you have any questions or need further information about these Terms, please contact us at:

MNDL Bio

Email: info@mndl.bio

10.1 Assignment

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without MNDL Bio's prior written consent. MNDL Bio may assign these Terms in whole or in part to any acquirer of our business or assets related to the Platform. Any attempted assignment in violation of this section shall be void.

10.2 Third-Party Services and Integration

The Platform may incorporate or enable access to third-party services, databases, or APIs. Access to and use of such third-party services may be subject to additional terms and conditions. MNDL Bio makes no warranties about the continued availability or functionality of such third-party services and shall not be liable for any changes to or discontinuation of these services.

10.3 Entire Agreement

These Terms constitute the entire agreement between you and MNDL Bio regarding the Platform and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

10.4 Pricing and Payment

You agree to pay the fees specified at the time of purchase or as otherwise agreed in writing. MNDL Bio may offer different tiers of access with corresponding price points based on usage volume, features, and support levels. Unless otherwise agreed in writing: (i) all fees are quoted and payable in USD; (ii) fees are non-cancelable and non-refundable; (iii) MNDL Bio reserves the right to change fees upon thirty (30) days' notice for subsequent subscription periods; and (iv) if you fail to pay any fees when due, MNDL Bio may suspend access to the Platform until payment is received in full. For Enterprise Accounts, MNDL Bio will issue consolidated invoices to the designated billing contact.

10.5 Cancellation and Refund Policy

Due to the immediate allocation of resources upon order submission, all sales are final once processing has begun. Payments are generally due at the time of order placement unless otherwise specified. MNDL Bio does not offer refunds except in cases where the service cannot be delivered due to technical reasons attributable solely to MNDL Bio. You acknowledge that upon submitting a sequence for optimization, computational resources are immediately allocated and work begins promptly, which precludes cancellation or refunds after submission. You are responsible for ensuring the accuracy of all order details before submission.

10.6 Payment Processing

MNDL Bio uses third-party payment processors to handle all financial transactions. Payment information, including credit card details, is submitted directly to these third-party processors and is not collected, stored, or processed on MNDL Bio 's systems. These payment processors maintain their own security protocols and compliance with applicable financial regulations. By making a payment, you agree to the terms and conditions of the relevant payment processor. MNDL Bio does not have access to your complete payment information and only receives confirmation of successful or failed transactions. For questions regarding payment processing, security, or transaction records, you may need to contact the payment processor directly.

10.7 Artificial Intelligence and Machine Learning

The Platform may incorporate or utilize artificial intelligence or machine learning technologies to improve sequence optimization or other aspects of the service. You acknowledge that: (i) any AI systems used by MNDL Bio are tools to assist in the optimization process but final results should be independently validated by you; (ii) AI systems may be trained in part on anonymized, aggregated usage data as described in Section 5.2 and 6.1. MNDL Bio will provide notice of material changes to AI functionality that substantially affect how the Platform operates. You bear full responsibility for compliance with any AI regulations that may apply to your own use of optimized sequences.

10.8 Current Platform Status and Security

You acknowledge that the Platform is in continuing development and that MNDL Bio is regularly enhancing its features and capabilities. The Platform currently implements security measures appropriate to its development stage. You are responsible for assessing whether the Platform's current features and security measures are appropriate for your intended use.