Terms Of Use

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Effective Date: January 10, 2025

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PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

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1. Introduction

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1.1 Welcome

Welcome to DeltaGenAI, Inc. (“DeltaGen,” “we,” “our,” or “us”). These Terms of Use (“Terms”) govern your access to and use of our websites, products, software, mobile applications (if applicable), and services (collectively, the “Services”). By using the Services in any capacity, you agree to be bound by these Terms. If you are using the Services on behalf of an entity that has a separate order form or data license agreement with DeltaGen (a “Subscription Agreement”), and that agreement grants you additional or different rights, then the relevant provisions in that agreement may control where there is any direct conflict with these Terms.

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1.2 Additional Policies and Agreements

These Terms incorporate by reference any other policies, guidelines, or agreements expressly mentioned herein, including our Privacy Policy and any supplemental terms that apply to certain features or offerings. If you have questions, comments, or concerns regarding these Terms or the Services, please contact us at info@deltagen.ai.
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2. Acceptance of Terms and Updates

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2.1 Binding Contract

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must cease using the Services immediately.

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2.2 Changes to the Terms

DeltaGen continually enhances its Services and may update or modify these Terms at any time. If we make material changes, we will notify you by:

• Posting a notice on our website(s),
• Sending an email to the address associated with your account, and/or
• Other reasonable means we deem appropriate.

Your continued use of the Services after updated Terms become effective indicates acceptance of the revised Terms.

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2.3 Effective Date

These Terms are effective on the date you first use or access our Services.

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3. Privacy, Children’s Privacy, and Data Protection

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3.1 Privacy Policy

While these Terms govern your use of the Services, our Privacy Policy provides details on how we collect, use, and protect personal data. By using the Services, you confirm that you have reviewed and agree to our Privacy Policy.

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3.2 Children’s Online Privacy Protection Act (COPPA)

• The Services are not intended for, and we do not knowingly collect personal information from, children under 13.
• If you are under 13, do not use or attempt to register for the Services.
• If we discover we have inadvertently collected personal information from a child under 13, we will promptly delete it. If you believe we might have such information, please contact us at info@deltagen.ai.

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3.3 Data Protection

• DeltaGen complies with applicable data protection regulations.
• Users are responsible for complying with local data protection laws when accessing or sharing content via the Services.

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4. Eligibility and Authorized Users

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4.1 Age Requirement

You must be at least 18 years old (or the legal age of majority in your jurisdiction) to use our Services. If you are under that age, you represent that a parent or guardian has reviewed and agreed to these Terms on your behalf.

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4.2 Legal Capacity

By using the Services, you represent that you are not barred under any laws from doing so, and if you are using the Services on behalf of an organization, you have the authority to bind that organization to these Terms.

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4.3 Authorized Users

If you are an Authorized User under a Subscription Agreement:

• You must have valid login credentials issued by DeltaGen (or your organization’s Single Sign-On, if applicable).
• You must use the Services solely on behalf of the subscribing entity and in accordance with these Terms.
• The subscribing entity is responsible for ensuring its Authorized Users comply with these Terms and any applicable Subscription Agreement.

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5. Account Registration and Security

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5.1 Account Creation

Certain features of the Services may require registration. You agree to provide accurate, current, and complete information during sign-up and to promptly update any information that changes.

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5.2 Account Credentials

• You are responsible for maintaining the confidentiality of your account credentials (e.g., username, password).
• You agree not to share your account credentials with anyone.
• Notify us immediately at info@deltagen.ai if you suspect any unauthorized access to or use of your account.

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5.3 Liability for Account Use

You are responsible for all activity that occurs under your account. DeltaGen is not liable for any loss or damage arising from unauthorized use of your account due to your failure to secure your credentials. If you become aware of unauthorized use, you must notify us promptly.

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6. Subscription and Payment Terms

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6.1 Subscription Model

If you sign up for a paid subscription:

• You agree to pay all applicable fees and taxes,
• Your subscription may auto-renew unless canceled prior to the renewal date,
• You may be subject to additional contractual terms if you are an enterprise client or have signed a Subscription Agreement.

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6.2 Refunds and Cancellations

Unless otherwise required by law or set out in a separate agreement:

• Fees paid are non-refundable,
• You must follow the provided cancellation procedure to end a subscription.

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6.3 Taxes and Financial Obligations

You are solely responsible for any sales, use, and other taxes or charges imposed by governmental authorities in connection with your use of the Services. If DeltaGen is legally required to collect such taxes, we will add them to your billing.

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6.4 Late Payments

Unpaid balances may accrue interest at a rate of 1.5% per month (or the highest rate allowed by law, whichever is lower). DeltaGen reserves the right to suspend access to the Services if your account is past due.

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7. Acceptable Use and Conduct

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7.1 Permitted Uses

The Services and their content (“Content”) may only be used for your internal business operations or personal use (as applicable). You may view, download, and manipulate Content solely for legitimate business or personal purposes as outlined in these Terms and any relevant Subscription Agreement.

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7.2 Incorporating Content Into Work Product

Subject to any usage limits in a Subscription Agreement or these Terms:

• You may incorporate limited amounts of Content into presentations or reports (“Work Product”), provided the quantity of Content does not have independent commercial value and proper source attribution is included (e.g., “Source: DeltaGen”).
• The Work Product must not be sold or separately distributed as a commercial product or data set.

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7.3 Prohibited Uses

You agree NOT to:

1. Violations of Law: Use the Services in any way that violates local, state, national, or international laws.
2. Competitive Use: Use the Services or Content to develop, analyze, or provide any product or service that competes directly with DeltaGen or use them for a competitive analysis.
3. Excessive Distribution: Resell, rent, distribute, display, or otherwise disclose any portion of the Services, Site, Content, or Applications to third parties, except as explicitly allowed under these Terms.
4. Technological Attacks: Use scrapers, robots, data-mining tools, or any other automated devices or processes to systematically harvest, scrape, or extract data from the Services.
5. Reverse Engineering: Decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from any portion of the Services, Content, or applications.
6. Database Integration: Input Content into any third-party database, CRM system, or machine learning / AI application unless explicitly permitted by an applicable Subscription Agreement.
7. Unlawful or Deceptive Conduct: Use the Services in a way that is fraudulent, false, misleading, or deceptive.
8. Security Violations: Attempt to gain unauthorized access to any portion of the Services, circumvent security measures, or otherwise disrupt network operations.
9. Intellectual Property Violations: Remove or obscure copyright, trademark, or proprietary notices from the Services or Content.
10. Professional Conduct: Harass or abuse DeltaGen staff; we expect civil and respectful interactions.

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7.4 Reporting Unauthorized Use

You agree to promptly notify DeltaGen at info@deltagen.ai if you believe there has been any unauthorized access to or use of the Services, your account credentials, or the Content.

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8. User Content and Licensing

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8.1 Definition of User Content

“User Content” refers to any data, text, files, or materials that you upload, submit, or transmit via the Services. You retain all ownership rights to your User Content.

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8.2 License to DeltaGen

By submitting User Content:

• You grant DeltaGen a non-exclusive, worldwide, royalty-free license to host, reproduce, process, and display your User Content for the purpose of providing and improving the Services.
• This includes modifications or adaptations necessary to optimize your User Content for various devices, networks, or media types.

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8.3 Data Persistence and Account Termination

• If your account is terminated, we may delete or archive your User Content unless otherwise required by law or contract.
• Certain content may remain on backup media for a period of time before being permanently purged.

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8.4 Subscriber Data (Enterprise Context)

If you or your organization uploads data or content not originally sourced from DeltaGen (“Subscriber Data”), you grant DeltaGen a limited license to display and use such Subscriber Data within the Services for your internal use. DeltaGen disclaims any responsibility or liability for the accuracy or completeness of Subscriber Data provided by you or your organization.

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9. Intellectual Property Rights

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9.1 DeltaGen Ownership

• All technology, software, trademarks, service marks, logos, and other materials provided through the Services are owned by or licensed to DeltaGen.
• You may not use or reproduce DeltaGen’s IP without our express written permission, except as necessary for normal use of the Services under these Terms.

9.2 Derivative Works of Content

• DeltaGen does not claim ownership of derivations that you create from the Content, provided those derivations do not permit reverse engineering or extraction of the underlying Content.
• Any Content embedded in such derivative works remains the property of DeltaGen (or its suppliers).

9.3 User Feedback

Any feedback, suggestions, or ideas you provide may be used by DeltaGen without obligation to you, and you hereby assign all such feedback to DeltaGen.

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10. No Investment or Securities Advice

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10.1 Informational Purposes Only

Unless otherwise expressly stated, the Content is provided for informational purposes only and does not constitute an offer or solicitation of securities, financial advice, or an endorsement of any investment strategy.

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10.2 No Advisory Relationship

Nothing in the Services or Content is intended to establish an advisory relationship. You remain solely responsible for your investment and other financial decisions.

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10.3 Accredited Investor Representation (If Applicable)

If you are accessing any data about prior performance of investment funds, you represent that you are an accredited investor under applicable regulations or otherwise authorized by law to view such information.

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11. Links to Third-Party Sites

The Services may contain links to other websites or resources (“Linked Sites”). These Linked Sites are provided for your convenience only. DeltaGen does not endorse and is not responsible or liable for the content, products, or services on Linked Sites. Your use of Linked Sites is at your own risk.

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12. Termination and Suspension

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12.1 Termination by DeltaGen

We may terminate or suspend your account and access to the Services for any reason, including violation of these Terms, non-payment of fees, or conduct that creates potential legal liabilities or disrupts the Services.
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12.2 Termination by You

You may terminate your account at any time by following the account cancellation process or contacting info@deltagen.ai.
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12.3 Effects of Termination

Upon termination:

• Your right to use the Services ceases immediately,
• We may delete or archive your data, as permitted or required by law,
• Certain provisions survive termination (see Section 17).
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13. Disclaimer of Warranties

THE SERVICES, INCLUDING ALL CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, DELTAGEN AND ITS LICENSORS/SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY,
• FITNESS FOR A PARTICULAR PURPOSE,
• NON-INFRINGEMENT,
• UNINTERRUPTED OR ERROR-FREE PERFORMANCE.

Some jurisdictions do not allow the exclusion of certain warranties, so some of these disclaimers may not apply to you.

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14. Limitation of Liability

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TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• DELTAGEN IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.
• IN NO EVENT WILL DELTAGEN’S AGGREGATE LIABILITY EXCEED THE GREATER OF (A) US$100 OR (B) THE TOTAL AMOUNT YOU PAID TO DELTAGEN IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow the limitation or exclusion of certain liabilities, so some of the above may not apply to you.

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15. Indemnification

You agree to indemnify, defend, and hold harmless DeltaGen and its affiliates, employees, officers, agents, and partners from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from:

• Your violation of these Terms,
• Your use or misuse of the Services,
• Your User Content, including any infringement of third-party rights,
• Your unauthorized use or disclosure of the Content.

DeltaGen will reasonably notify you of any third-party claim subject to your indemnification obligation and permit you to control the defense and/or settlement of such claim, provided that any settlement includes a full release of DeltaGen.

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16. Force Majeure

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Neither party will be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay results from causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, cyberattacks, civil unrest, embargoes, power outages, or governmental action.

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17. Governing Law, Dispute Resolution, and Additional Provisions

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17.1 Governing Law

These Terms are governed by the laws of the [State of Delaware], USA, without regard to conflict-of-law principles (unless a different governing law is specified in a Subscription Agreement).
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17.2 Jurisdiction and Venue

Any dispute arising out of these Terms or the Services will be resolved in the state or federal courts located in [New York, NY], unless otherwise specified in a Subscription Agreement. You consent to the personal jurisdiction of these courts.
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17.3 No Class Actions

Except where prohibited by applicable law, all disputes related to these Terms or the Services must be brought on an individual basis, and you waive any right to participate in a class action or class-wide arbitration.
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17.4 No Partnership or Employment Relationship

Nothing in these Terms creates any partnership, agency, franchise, or employment relationship between you and DeltaGen. You have no authority to act on our behalf.
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17.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without DeltaGen’s prior written consent. DeltaGen may assign or transfer these Terms (or any rights/obligations hereunder) to a successor entity in connection with a merger, acquisition, or sale of assets.

17.6 Severability and Waiver

If any portion of these Terms is found unenforceable or invalid, that portion shall be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. A waiver of any term or condition by DeltaGen must be in writing and shall not constitute a waiver of future enforcement of that term or any other term.
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17.7 Export Control Compliance

You agree to comply with all relevant export control and trade compliance laws, including U.S. economic sanctions and embargoes, in connection with your use of the Services.
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17.8 Entire Agreement

These Terms, along with any documents expressly incorporated by reference (including any Subscription Agreement, if applicable), constitute the entire agreement between you and DeltaGen regarding your use of the Services and supersede all prior or contemporaneous communications and proposals.
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17.9 Survival

Provisions relating to intellectual property, indemnification, limitation of liability, disclaimers, governing law, dispute resolution, and any other provision that by its nature should survive, will survive termination of these Terms.

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18. Contact Information

For additional information, questions, or concerns about these Terms or the Services, please contact us at: info@deltagen.ai

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