Terms governing Abtique computational feasibility assessments
This summary is for convenience only and is not legally binding. The full Feasibility Terms control.
A computational feasibility assessment of the molecule(s), target(s), and materials named in your Order, delivered as a written Computational Feasibility Report. The Report covers five elements: protein analysis, model benchmarking, structural annotation, a quantitative confidence assessment, and recommended next steps with our estimated costs. We choose the specific analyses based on your molecule and your data, and the Report explains what we ran and why. Cost estimates in the Report are for planning only; any further work is priced in a separate order.
The Report may conclude that computational design is unlikely to help your program, or that your materials cannot support a conclusion. Either is a possible outcome of the Assessment, and neither is grounds for a refund.
You pay the Fee stated in your Order, net 30. We start once we have both your payment or purchase order and your materials, and we target delivery within 10 business days; that is an estimate, not a guaranteed date. If, within six months of delivery, you order the design or engineering program the Report recommends, we credit the Fee against that order once, unless your Order says otherwise. The credit can't be combined with other discounts and has no cash value. The later order must reference your Feasibility Order by number.
If we find before starting the analysis that your materials cannot support any part of the Report, we tell you within 5 business days and you have 15 business days to supplement them. If that doesn't resolve it, we may end the engagement and refund the Fee in full. We also refund in full if we decline your Order before starting.
No sequence design or engineering, no variant panels, no wet-lab work of any kind, no interpretation of your experimental data, and no lab sourcing or coordination. Each may be available under a separate agreement.
On payment, the Report and its files are yours; you can use every conclusion and recommendation in it for any purpose and share it under confidentiality. We keep our methods and models: you may not extract them, use the Report to train or benchmark models, or use our methods to run design or screening for anyone else. The Assessment carries no exclusivity of any kind.
We use your materials to perform your Assessment and, if you share experimental data, to work on your own programs. We do not use them to train or improve any model except in work for you, we do not use them for anyone else, and we do not publish or share them without your written consent.
The Report is computational prediction for research use only, not experimental validation. If it does not meet these terms, tell us in writing within 5 business days of delivery and we will correct or redo the work; that is the remedy. Each side's total liability is capped at the Fee, with the usual exceptions for misuse of our methods, indemnities, willful breaches, and willful misconduct. Disputes go to JAMS arbitration seated in New York, held by videoconference by default.
These terms cover the Assessment only. Antibody design and engineering work is ordered separately under the Abtique Terms of Service.
These Abtique Feasibility Assessment Terms (the "Feasibility Terms") govern each feasibility assessment that EVQLV, Inc., a Delaware corporation operating under the Abtique brand ("EVQLV"), 9429 Harding Ave., #199, Surfside, Florida 33154, performs for a customer ("Client") under an EVQLV quote or order form that references them (an "Order"). Client accepts an Order and these Feasibility Terms by signing the Order, issuing a purchase order referencing it, accepting online or by clickthrough, or paying EVQLV's invoice; the first of these is the "Effective Date." The Order and these Feasibility Terms are the "Agreement," and each of EVQLV and Client is a "Party." These Feasibility Terms control over the Order except as to the items the Order exists to state: Client's details, the Fee, any credit of the Fee, the Intake Materials, and Known limitations. The version of these Feasibility Terms stated in an Order governs that Order, and later versions do not apply to it. EVQLV may retain electronic records of acceptance and Order details, and such records are admissible to prove formation and terms. Each person who accepts an Order for a Party represents that they are authorized to bind that Party, and Client represents that it is an entity acquiring the Assessment in the course of its business.
1.1 EVQLV will perform a computational feasibility assessment (the "Assessment") of the molecule(s), target(s), and materials identified in the Order, as supplemented under Section 2.3 (the "Intake Materials"), and deliver a written Computational Feasibility Report (the "Report") by secure electronic transfer in a format the Parties agree.
1.2 The Report contains the following five elements. The specific analyses within each element depend on the molecule and the data supplied, cannot be fixed before the work begins, and are selected by EVQLV in the exercise of its professional judgment:
1.3 The Report includes a Scope and Methods section identifying the analyses performed within each element and the reasons for EVQLV's selection. Costs stated in the Report are planning estimates; they are not offers and bind neither Party, and any further work is priced in a separate signed order.
1.4 The Report may conclude that computational design is unlikely to be useful for Client's program, or that the Intake Materials do not support a conclusion. Either is a possible outcome of the Assessment.
2.1 The fee is the amount stated in the Order (the "Fee"). EVQLV invoices the Fee on the Effective Date, referencing Client's purchase order number if any, and payment is due net 30 days after the Effective Date. Terms in any purchase order or vendor portal do not apply. The Fee excludes taxes other than taxes on EVQLV's net income. If Client places an order with EVQLV for the design or engineering program recommended in the Report (Section 1.2(e)) within six (6) months after delivery, EVQLV will credit the Fee against that order, unless the Order states otherwise. To claim the credit, that later order must reference this Order by number. The credit is one-time and fixed-dollar, is not transferable, has no cash value, and cannot be combined with any other discount, promotion, or credit. It is deducted from the later order's then-current price and does not otherwise reprice that order. The Fee is otherwise not creditable.
2.2 EVQLV will begin the Assessment once it has received both (a) cleared payment or Client's purchase order and (b) the Intake Materials (the later of the two, the "Start Date"). EVQLV targets delivery within 10 business days after the Start Date. The target delivery timeline is an estimate, not a guaranteed date.
2.3 If, before beginning substantive analysis, EVQLV determines that the Intake Materials cannot support any element in Section 1.2, EVQLV will notify Client in writing within 5 business days after the Start Date. Client may supplement the Intake Materials within 15 business days after that notice. If Client does not, or the supplemented materials remain insufficient, EVQLV may terminate this Agreement by written notice and refund any Fee paid in full.
2.4 Except as stated in Sections 2.3 and 2.5, the Fee is non-refundable, including where the Report concludes as described in Section 1.4.
2.5 EVQLV may decline to proceed with an Order before beginning the Assessment, by written notice to Client, and will refund any Fee paid.
The Assessment does not include sequence design or engineering; mutation or variant panel compositions; construct design, expression, purification, binding measurement, functional assays, or in vivo work; interpretation or integration of Client's experimental data; or laboratory sourcing or coordination. Each may be available under a separate agreement.
4.1 On cleared payment, Client owns the Report and any files delivered with it, as delivered, and may use every scientific conclusion, hypothesis, and recommendation in it for any purpose. Client may share the Report with its contractors, advisors, auditors, collaborators, and prospective acquirers or licensees under written confidentiality no less protective than Section 6, and use the delivered files as inputs to its own work.
4.2 EVQLV retains all rights in its technology, methods, models, software, pipelines, and know-how, including as described in the Report ("EVQLV Methods"), and may keep internal copies of the Report. Client may not: (a) extract or reuse EVQLV Methods (including its scoring, pipeline, control, and simulation methods) as methods, apart from the conclusions in the Report; (b) use any description of EVQLV Methods in the Report to train, fine-tune, or benchmark any model, or use the Report to benchmark EVQLV Methods; or (c) use EVQLV Methods to perform design, engineering, or screening for any third party. These restrictions apply to EVQLV Methods, not to the conclusions drawn from them.
4.3 Any files, models, or visualization materials delivered, and any sequences (none of which are delivered here), carry no exclusivity of any kind. This Agreement grants no target, epitope, field-of-use, or similarity exclusivity, no target hold, and no right of first refusal, and grants neither Party any right in a publicly known target. Client owns what is delivered, not any structure or analysis EVQLV generates independently; EVQLV may generate, use, and deliver the same or similar, including on the same target, for itself or any third party, provided it does not use or disclose Client's confidential information.
4.4 As between the Parties, Client retains the rights it holds in the Intake Materials and its own data, and authorizes EVQLV to process them on its own and third-party computational, artificial-intelligence, and machine-learning systems to perform the Assessment and, if Client shares experimental data, to work on Client's own programs. EVQLV will keep any third-party system it uses for this under confidentiality and non-use obligations and will not let it train on, retain beyond the engagement, or publicly expose the Intake Materials. EVQLV will not use the Intake Materials or Client's data to train, fine-tune, or improve any model except in work for Client, use them for third parties, or publish or share them without Client's prior written consent.
5.1 The Report consists of computational predictions, not experimental measurements. It is hypothesis-generating, is not experimentally validated, and is provided for research use only, for evaluation and program planning, and not for diagnostic, clinical, or therapeutic use. No part of the Assessment or the Report is cleared or approved by the FDA, EMA, or any other regulator. Client is solely responsible for all regulatory, biosafety, and institutional approvals, for compliance with applicable law, and for third-party intellectual property rights. Outcomes may vary. Any probability or confidence estimate in the Report or in prior correspondence is EVQLV's professional judgment, not a guarantee.
5.2 EVQLV warrants only that it will perform the Assessment in a professional and workmanlike manner and that it has the right to grant the rights it grants here. OTHERWISE THE REPORT AND ANY FILES DELIVERED WITH IT ARE PROVIDED "AS IS," AND EVQLV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING AS TO AFFINITY, SPECIFICITY, CROSS-REACTIVITY, DEVELOPABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EVQLV does not provide legal, patentability, or freedom-to-operate advice and has not performed any third-party intellectual property diligence.
5.3 Client has 5 business days after delivery to report in writing any failure of the Report to conform to Section 1 or to the workmanship warranty in Section 5.2; claims not reported within that period are waived. EVQLV will correct or re-perform the affected work within 15 business days after the failure report. That is Client's only remedy, and a claim under this Section does not delay payment. A conclusion described in Section 1.4, and an experimental result that does not confirm a conclusion in the Report, are not nonconformities and are not a basis for any refund or credit.
5.4 Client is responsible for all laboratory work and for its own development, regulatory, and commercial decisions, and will indemnify EVQLV against third-party claims arising from Client's use of the Report, except to the extent caused by EVQLV's breach of this Agreement or willful misconduct.
5.5 Prohibited uses. Client will not use the Report or the Intake Materials (i) for gain-of-function work reasonably expected to enhance pathogenicity or transmissibility; (ii) in Dual Use Research of Concern categories without the required approvals; (iii) with select agents or contrary to applicable biosafety guidance; (iv) contrary to export control or sanctions law; or (v) in any unlawful human, animal, or environmental application. EVQLV may suspend or terminate the Assessment immediately, and cooperate with competent authorities, if it reasonably suspects a breach of this Section 5.5.
"Confidential Information" means non-public information one Party discloses to the other in connection with the Assessment, before or after the Effective Date, that is marked confidential or that a reasonable person would understand to be confidential, including Client's Intake Materials and the fact that Client has disclosed or is working on a particular target, and, for EVQLV, its Methods and pricing. It excludes information that is or becomes public through no fault of the recipient, was already known to the recipient without obligation, is received from a third party without obligation, or is independently developed without use of the other Party's Confidential Information. The recipient will protect it with at least reasonable care, use it only to perform or receive the Assessment and as Section 4 permits, disclose it only to employees, contractors, and advisors who need it and are bound by obligations no less protective (or as required by law after prompt notice where lawful), and on written request return or destroy it (except backups, copies required by law, or copies permitted by Section 4.2). These obligations last five years after disclosure, and for a trade secret as long as it remains one. Any other confidentiality agreement between the Parties continues to govern information disclosed outside this Agreement, and this Agreement controls over it as to the Assessment, notwithstanding any term of that agreement requiring a later agreement to refer to it expressly. Neither Party will name the other publicly without prior written consent.
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR GOODWILL. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS CAPPED AT THE FEE. The cap does not apply to: (a) Client's breach of Section 4.2; (b) Client's indemnity obligations under Section 5.4; (c) a Party's willful or intentional breach of Section 4.4 or Section 6; (d) either Party's willful misconduct; or (e) Client's obligation to pay the Fee.
These Feasibility Terms govern the Assessment only. Antibody design and antibody engineering services are governed by the Abtique Terms of Service, and an order for those services is a separate order under those terms. Where Client holds both, each set of terms governs its own order, and neither displaces the other. Nothing in these Feasibility Terms obliges either Party to enter into an order for design or engineering services, and nothing in the Abtique Terms of Service obliges either Party to enter into an Assessment.
9.1 Survival. Sections 2.3, 2.4, 4, 5, 6, 7, 8, and 9 survive completion or termination.
9.2 Governing law and disputes. Delaware law governs, without regard to conflicts rules. The Parties will confer in good faith for 30 days after written notice of a dispute. Disputes not resolved go to binding JAMS arbitration seated in New York, New York, before one arbitrator under the JAMS Streamlined Rules, by videoconference unless both Parties agree otherwise; a dispute claiming less than $50,000 is decided on written submissions without a hearing. Either Party may seek injunctive relief, and may bring a claim for unpaid fees, in any court of competent jurisdiction.
9.3 Assignment. Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it to a successor in a merger or a sale of substantially all of its relevant assets, on written notice; provided that Client may not assign to a direct competitor of EVQLV's computational design business without EVQLV's consent, not to be unreasonably withheld. Any other assignment is void.
9.4 Force majeure. Neither Party is liable for delay or failure to perform caused by an event beyond its reasonable control. This does not excuse payment. If such an event continues for more than 90 days, either Party may terminate this Agreement on written notice, and EVQLV will refund the Fee if the Report has not been delivered.
9.5 Export and sanctions. Each Party will comply with applicable export control and sanctions laws, and Client represents that it is not a sanctioned person and is not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned country or territory.
9.6 Notices. Notices to EVQLV go to legal@evqlv.com; notices to Client go to the contact stated in the Order. Email notice is effective on the earlier of a non-automated acknowledgment and one business day after sending without bounce-back.
9.7 Entire agreement. The Order and these Feasibility Terms are the entire agreement on their subject matter and supersede all prior and contemporaneous understandings. Client relied only on this Agreement, not on any marketing or promotional material, in entering into it. Amendments must be signed by both Parties.
9.8 Miscellaneous. The Parties are independent contractors. Counterparts and electronic signatures are effective. If any provision is held unenforceable, it is enforced to the extent permitted and the remainder stands. A delay in enforcing a right is not a waiver of it.