Legal terms governing AI-generated amino-acid sequences purchased through Abtique.com
(This summary portion of this page is for convenience only and is not legally binding. The full Terms controls.)
(Abtique.com is wholly owned and operated by EVQLV, Inc.)
By purchasing amino-acid sequences (“Sequences”) through Abtique.com (the “Site”), you agree to these legally binding Website Terms of Service (“Terms”). By clicking ‘I agree to the Terms of Service’ (or completing checkout), you represent that you are authorized to bind the purchasing entity, you confirm you are purchasing Sequences for research use only, and if you are an individual, you are at least 18 years old. The version of these Terms effective on or before the date you place your order governs that order. EVQLV, Inc. (“EVQLV”) may retain electronic records of your acceptance and order details, and such records are admissible to prove formation and terms.
An “Order” means the transaction record for your purchase through the Site checkout. Each Order specifies the tier (Exclusive, Discovery, or Targeted), fees, and taxes. Orders are for digitally delivered Sequences. No wet-lab, manufacturing, or physical materials are provided under these Terms; the terms of such services and deliverables will be governed by a separate agreement between EVQLV and you. Upon cleared payment and Delivery, the Sequence(s) identified in the Order will, as between you and EVQLV, be your sole and exclusive property, subject to: (i) the exclusivity tier in §3; and (ii) EVQLV's retention of all rights in EVQLV Technology and any embedded technology (see §8). “Delivery” is complete when EVQLV electronically transmits the Sequence(s) via secure digital download to your designated account or email listed on the Order. If there is any inconsistency between an Order and these Terms, these Terms control.
For Sequence(s) purchased under the Exclusive tier, and effective upon cleared payment and delivery, EVQLV covenants that it will not disclose, sell, transfer, license, or otherwise provide the Same Sequence(s) to any third party. “Same Sequence(s)” means an amino-acid sequence identical over the full length of the sequence to the Sequence(s) in the Delivery generated using EVQLV Technology (see §8). This covenant is worldwide and perpetual as to EVQLV with respect to the Same Sequence(s) and will survive any change of control of EVQLV. For clarity, this covenant (i) does not bind any third party; (ii) does not restrict third-party independent development; and (iii) does not limit EVQLV's independent development or provision of different sequences (including any sequence with one or more amino-acid substitutions, insertions, or deletions), provided EVQLV does not use your Confidential Information.
For the Discovery tier and Targeted tiers, you receive non-exclusive rights in the Sequence(s). So long as EVQLV does not disclose any of your Confidential Information, EVQLV may sell, transfer, license, or otherwise provide the Same Sequence(s) to others unless and until you later purchase exclusivity under the paragraph below.
If you initially purchased a non-exclusive Sequence, you may request to convert that Sequence to Exclusive status within twelve (12) months of the original purchase date by written notice to EVQLV (“Conversion”). EVQLV may grant Conversion in its sole and absolute discretion, (a) subject to: (i) your payment of a Conversion fee quoted by EVQLV (which may, but need not, equal EVQLV's then-current Exclusive-tier price); and (ii) EVQLV's written confirmation of Conversion, and (b) to the extent that the Same Sequences are not subject to exclusivity obligations by EVQLV to any third party. Conversion, if granted, is effective only prospectively from EVQLV's written confirmation and does not affect or revoke any rights previously granted by EVQLV to third parties in the Same Sequence(s).
Exclusivity under this §3 is limited to 100% sequence-identity with the delivered full-length Sequence(s); any substitution, insertion, or deletion is a variant and not subject to exclusivity. Exclusivity does not: (i) grant any target, epitope, field-of-use, or similarity/variant exclusivity; (ii) restrict EVQLV's creation, use, or sale of different sequences for any target; or (iii) confer any rights in EVQLV Technology or embedded technology (see §8).
Sequence(s) are provided for research use only and not for diagnostic, clinical, or therapeutic use, unless you separately obtain any and all required approvals, which, in each case, is solely your responsibility and expense to obtain. You may use, resell, patent, sublicense, modify, publish, or otherwise exploit the Sequences at your discretion and sole risk.
No Sequence or service is cleared, approved, or authorized by the FDA, EMA, or authorized by any other regulatory authority; you are solely responsible for all regulatory obligations, including any required FDA, EMA, or other governmental approvals; you are solely responsible for obtaining and maintaining all biosafety approvals, IRB/IACUC approvals, facility certifications, safety, validations, or exemptions and permits required for your use. Commercial use is permitted at your sole risk; EVQLV does not conduct freedom-to-operate analysis, patent clearance, or third-party IP diligence; you are solely responsible for all such matters; you are solely responsible for compliance with all applicable laws and third-party intellectual property rights; while EVQLV provides right, title and interest in and to Sequences sufficient to allow the Company to file patent application(s) on the Sequences, you are solely responsible for evaluating such matters.
You must not use Sequences: (i) for gain-of-function experiments reasonably expected to enhance pathogenicity or transmissibility; (ii) in research involving DURC (Dual Use Research of Concern) categories without approvals; (iii) with select agents or in violation of NIH/NSABB or applicable biosafety guidelines; (iv) contrary to export/sanctions laws; or (v) in any unlawful human, animal, or environmental application. EVQLV may immediately suspend or terminate performance and cooperate with competent authorities if EVQLV reasonably suspects a breach of this section or applicable law.
You will indemnify, defend, and hold harmless EVQLV and its affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use, commercialization, resale, sublicensing, modification, combination, or distribution of the Sequences; (b) any intellectual property, regulatory, or safety issues related to the Sequences; and (c) any data or materials provided by you. The Sequences are provided “as is” and without warranties of any kind.
All fees are due in accordance with posted pricing at the time of purchase. Sequences will not be delivered until full payment clears. EVQLV may, in its sole and absolute discretion, suspend delivery for non-payment. Prices exclude taxes; you are responsible for all applicable taxes and governmental charges. Assignments under §8 take effect only upon cleared payment and Delivery under §2 for the applicable Order.
Your Order is non-returnable and non-refundable after Delivery because Sequences are digital IP. EVQLV may reject, cancel, or refuse any order for reasons including feasibility, biosecurity, biosafety, IP infringement, confidentiality concerns, export/sanctions compliance, pricing errors, technical mistakes, legal restrictions, or suspicious activity.
Your Order is final and non-refundable once payment is received. If payment has been made, EVQLV may, in its discretion, refund or credit amounts, except where work has already been performed (in full or in part).
“Deliverable Data” means any data, results, or analysis independently generated by you through your use of the Sequences. You retain all rights in your Deliverable Data. For clarity, Deliverable Data does not include any Sequences or any data, models, outputs, or other materials generated by EVQLV, even if related to or based on your Deliverable Data, and no such materials will be considered derivatives or improvements of your Deliverable Data. If you voluntarily provide Deliverable Data to EVQLV, you grant EVQLV a non-exclusive, royalty-free license to use such data internally solely to refine or improve Sequences or model performance for your future benefit.
EVQLV will not use Deliverable Data (a) to train its foundation models, (b) in commercial projects for third parties, or (c) publish or share Deliverable Data, except in anonymized promotional use below. Unless you opt out in writing, EVQLV may use anonymized Deliverable Data (excluding your Confidential Information and personal data) for promotional purposes; anonymized Deliverable Data makes it impossible to identify the Sequence data and only includes the target class.
EVQLV may not issue any press release or public statement referencing you or your company without your prior written consent. You may not issue any press release or public statement referencing EVQLV without EVQLV's prior written consent. Upon your written approval, EVQLV may identify you by name and logo as a customer in customer lists and on EVQLV's website and presentations.
For any publication (e.g., scientific journals), EVQLV will be provided customary acknowledgment or co-authorship if consistent with journal policies and actual contribution, including listing an appropriate EVQLV representative as an author when applicable.
EVQLV retains the EVQLV Technology and all other technology and know-how used to generate amino acid sequences and your Sequences. “EVQLV Technology” means all pre-existing, independently developed, and subsequently developed intellectual property, materials, and know-how owned or controlled by EVQLV, whether conceived before, on, or after the Effective Date, used to generate, evaluate, select, or deliver sequences or the Sequences, including without limitation: (a) model artifacts and related tooling (architectures, weights, checkpoints, training and inference code, hyperparameters, prompts/system prompts, chains/agents, pipelines, templates, and evaluation harnesses); (b) intermediate artifacts and outputs produced by or for EVQLV in the course of providing the Sequences that are not expressly delivered as the final Sequence(s) (including draft/variant sequences, embeddings, latent representations, scoring/ranking tables, simulation and in-silico screening outputs, quality/developability assessments, and similar work product); (c) data assets (raw, curated, and synthetic datasets; dataset schemas; labeling/curation guidelines; selection heuristics; negative datasets; data cards) and any associated database rights (including EU/UK sui generis database rights); (d) inventions, methods, know-how, trade secrets, algorithms, software, tools, and workflows used to generate or assist in generating Sequences (for clarity, excluding infrastructure and operational configurations such as deployment configurations, orchestration scripts, CI/CD pipelines, and comparable DevOps materials); and (e) business and commercial know-how, including pricing logic, prioritization heuristics, acceptance criteria, and methods, processes, and platforms used to market, sell, or distribute sequences, including the Abtique.com website and related sales/distribution systems. EVQLV Technology also includes any modifications, enhancements, improvements, translations, and derivative works of the foregoing, whether created by EVQLV or by/for you (including feedback, suggestions, bug reports, prompt/parameter adjustments, and similar contributions); you hereby irrevocably assign to EVQLV all right, title, and interest in such improvements and feedback. EVQLV's personnel may use information retained in their unaided memories through ordinary course interactions with you to develop, enhance, and provide products and services, provided that EVQLV does not intentionally memorize, disclose, or misuse your Confidential Information. For clarity, EVQLV Technology excludes (i) the specific Sequence(s) delivered to you (which are owned as set forth in these Terms), and (ii) your Confidential Information and data, except to the extent expressly licensed to EVQLV elsewhere in these Terms.
EVQLV retains all right, title, and interest in EVQLV's Technology and any embedded software or metadata delivered with Sequences. EVQLV grants you a non-exclusive, worldwide, perpetual, royalty-free license to use such embedded technology, but expressly excluding EVQLV Technology, solely as incorporated into the delivered Sequences, and not on a stand-alone basis or for the development, training, testing, or improvement of models, tools, or workflows. You shall not reverse engineer, extract, or reuse EVQLV Technology apart from the delivered Sequence.
Nothing in these Terms grants to you or shall be interpreted as a license to EVQLV Technology or any improvements thereto; EVQLV retains all rights in the foregoing. Inventorship for any patent application is determined under applicable law and is not altered by these Terms. If EVQLV personnel meet the criteria of inventorship under applicable patent law, the filing shall list such personnel as co-inventors, without creating any royalty or assignment obligation beyond these Terms. For claims that rely on EVQLV Technology or improvements thereto, EVQLV retains ownership; any license must be separately agreed in writing.
EVQLV makes no representation that any Sequence or your exploitation thereof will be free of third-party rights or suitable for any particular purpose. You are solely responsible for all clearances, approvals, and third-party rights necessary for your use, commercialization, or patenting of any Sequence. You are responsible for preparing and filing any recordation documents and paying related fees. Upon your written request, EVQLV will provide reasonable cooperation limited to: (A) confirming inventorship as to EVQLV personnel, (B) executing patent assignment and declaration forms consistent with this §8, and (C) answering factual inquiries regarding EVQLV's internal dates of creation and the non-use of third-party confidential information. EVQLV is not required to provide notebooks, source code, models, prompts, weights, datasets, or other EVQLV Technology. EVQLV's assistance is subject to its prior approval, and under no circumstances will such assistance exceed 12 hours in the aggregate per Order (the “Assistance Cap”). You shall reimburse EVQLV's reasonable out-of-pocket costs and pay USD $1,000/hour for EVQLV partners/executives and USD $750/hour for other staff. EVQLV may condition assistance on advance payment or escrow for projected fees/costs and may suspend assistance while any invoice is more than 10 days past due. EVQLV has no obligation to draft claims, provide legal opinions, attend hearings, or participate in oppositions, litigations, or interparty proceedings. Any further involvement requires a separate written agreement.
You represent that you are not located in, affiliated with, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and are not a sanctioned person. You will not export, re-export, or transfer Sequences in violation of U.S. export control and sanctions laws. You agree not to export or transfer any Sequence in violation of or contrary to applicable export laws. Each party will comply with U.S. and applicable non-U.S. export control and sanctions laws (including EAR and OFAC). EVQLV will not Deliver to restricted parties or destinations. EVQLV may suspend delivery if it reasonably believes your Order would violate such laws.
THE SEQUENCE(S) ARE EXPERIMENTAL IN NATURE AND OUTCOMES MAY VARY. SEQUENCE(S) AND ANY RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NO GUARANTEES ARE MADE REGARDING THE PERFORMANCE, DEVELOPABILITY, OR COMMERCIAL SUCCESS OF ANY SEQUENCE. EVQLV DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR RESULTS FROM USE AND ANY ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. EVQLV DOES NOT WARRANT PERFORMANCE, DEVELOPABILITY, OR COMMERCIAL SUCCESS OF ANY SEQUENCE(S). YOU ACKNOWLEDGE AND AGREE THAT (1) ALL SEQUENCE(S) ARE AI-GENERATED AND EXPERIMENTAL IN NATURE AND (2) YOU HAVE NOT RELIED ON ANY ORAL OR WRITTEN MARKETING OR PROMOTIONAL MATERIAL WHEN MAKING A PURCHASE DECISION.
EXCEPT IN THE CASE OF EVQLV'S WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVQLV WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EVQLV'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO AN ORDER WILL NOT EXCEED THE AMOUNTS YOU PAID FOR THAT ORDER.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principles that would require the application of the laws of a different jurisdiction.
Prior to any dispute, the parties will confer in good faith for 90 days after written notice. Any dispute arising out of or relating to these Terms will be resolved by binding arbitration before JAMS in New York, NY, before a single arbitrator, under the JAMS Streamlined Rules. Either party may bring an individual claim in small-claims court. Notwithstanding the foregoing, either party may seek temporary injunctive relief in court solely to protect Confidential Information or intellectual property.
CLASS WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ARBITRATION WILL BE ON AN INDIVIDUAL BASIS ONLY; CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS ARE WAIVED.
“Confidential Information” means non-public information disclosed by either party that is marked or otherwise identified as confidential, or that a reasonable person would understand to be confidential under the circumstances, including the Sequences prior to any public release. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was lawfully known to the recipient without restriction before receipt; (c) is independently developed by the recipient without use of or reference to the disclosing party's Confidential Information; or (d) is disclosed to the recipient by a third party who is not under a duty of confidentiality. The recipient (“Recipient”) will use Confidential Information solely to perform or receive services under these Terms and will protect it using no less than reasonable care. Recipient may disclose Confidential Information to its employees, contractors, advisors, and prospective investors or acquirers who are under written obligations to maintain confidentiality.
Customer-provided materials are considered your Confidential Information, including the fact that you disclosed or are working on a particular target, epitope, sequence, format, or service request. EVQLV Technology is EVQLV's Confidential Information. These Terms are the Confidential Information of EVQLV; notwithstanding the foregoing, each party may disclose these Terms and confirmatory assignment documents to its legal and financial advisors, existing and prospective investors, and to patent offices as reasonably necessary to record title, subject to confidentiality obligations.
If disclosure of Confidential Information is legally required, the party being required to disclose must promptly notify the other party if allowed, and may disclose only what is required.
EVQLV will indemnify, defend, and hold harmless Customer from and against any third-party claims alleging that the EVQLV Technology infringe a valid patent, copyright, or trade secret of such third party. The indemnified party must promptly notify the indemnifying party in writing of any claim, tender control of the defense and settlement (subject to the right to participate with its own counsel at its own expense), and provide reasonable cooperation. The indemnifying party may not settle any claim that imposes an admission of liability or non-monetary obligations on the indemnified party without the indemnified party's prior written consent (not unreasonably withheld). A failure to provide prompt notice relieves the indemnifying party of its obligations only to the extent it is materially prejudiced.
EVQLV may suspend or terminate an order or these Terms for: (i) non-payment; (ii) breach of §4, §10, or §14; or (iii) material breach uncured for 10 business days after written notice (no cure period for violations of law). All sales are final; refunds are available only as expressly stated in §5. Sections 6 (to the extent applicable), 7 (to the extent applicable), 8, 10-16, and 18–21 survive termination.
EVQLV may use subcontractors or affiliates to fulfill its obligations under these Terms without notice, provided that EVQLV remains responsible for the performance of subcontractors and affiliates and binds them to confidentiality and compliance obligations that are no less protective than those outlined in these Terms.
You may assign these Terms in connection with a merger, sale of substantially all assets, or change of control, upon written notice to EVQLV. Any other assignment requires EVQLV's prior written consent and is void if in breach. EVQLV may assign these Terms, including to affiliates or successors.
Formal notices must be in writing and delivered to the addresses specified in these Terms or the order confirmation (see §9). Email notice is effective upon (i) sender's receipt of a non-automated acknowledgment or (ii) one business day after sending without bounce-back, provided courier sends a copy. Legal process must be served per applicable rules.
These Terms contain competitively sensitive and confidential information proprietary to EVQLV. You may not publicly post, distribute, or reuse these Terms in whole or substantial part outside your organization, except for ordinary sharing with your advisors, legal counsel, or in connection with due diligence, subject to obligations of confidentiality.
If you disclose these Terms in violation of this section, and such disclosure is not protected by law and results in demonstrable competitive or commercial harm to EVQLV, you agree that $100,000 per incident represents a reasonable pre-estimate of such harm and will be payable as liquidated damages, not as a penalty.
These Terms, together with the applicable Order confirmation(s), constitute the entire agreement and supersede all prior or contemporaneous understandings on the subject matter. Each party acknowledges it has not relied upon any representations not expressly set forth herein. Conflicting terms on purchase documents do not apply. Modifications for an existing Order must be in writing signed by both parties. The version applicable to an Order is the version effective on or before the date you place the Order.