1.1. “madi™” or the “Platform”: A platform created and operated by Protera SAS, provides tools for the design, management, and optimization of solutions through computational biology, focusing specifically on protein engineering, protein discovery, and optimization through different modules that are continuously improving. It also offers AI models developed and customized for Users specific requirements.

1.2. “Results”: Protein variants or genes obtained by the User through the use of the Platform.

1.3. “Services”: Refers to the services provided by Protera and described in the following clause.

1.4. “Website”: Refers to “www.proterabio.com” or visit directly “app.madi.bio”.

1.5. “Company” or “Protera”: Protera S.A.S.

1.6. “Users”: Any natural or legal person who accesses or uses the Website or the Platform and contracts Protera’s Services.

Protera, through madi™, provides its clients with comprehensive services in research and development precisely through the creation, design, or optimization of proteins and/or enzymatic variants and gen optimizations that meet the specific needs of its Users within its value chain. To adapt to the needs and requirements of its clients, Protera has established different types of service subscription plans, which Users can choose depending on their interests. The details of each plan, their functionalities, and prices are available on the Website.

By accepting these Terms and Conditions, the User declares to be aware of the rights and obligations governing their contractual relationship and understands that the provisions contained herein are legally binding and mandatory. Likewise, it is understood that the User accepts all operational rules, policies, procedures, and updates that will be published by the Company on the Website or through email communications. Notwithstanding the foregoing, modifications made to these Terms and Conditions and the Privacy Policy will be duly communicated to Users through the same means. Such changes, whether in the form of modifications, additions, or deletions, will be effective on the date specified in the notice or notification. Any modification or update to this version of the Terms and Conditions will not affect the rights duly acquired by Users under a previous version of the Terms and Conditions, if applicable.

It is noted that the Platform and the Website are directed at legal entities or natural persons over 18 years of age who are fully capable and competent to understand and accept these Terms and Conditions.

For the proper provision of the Services, and to allow the User to access the functionalities of  the Platform, the User must create a user account and password, following the instructions  below: 

Access the Website and complete the registration form provided for this purpose.

Once the aforementioned form is completed, the User must register a security key. This  key must be secret and exclusively accessible to the registered User. The sale,  assignment, loan, or transfer of the key and/or User account is prohibited under any title. The Company will not be responsible for any unauthorized use of the User’s key  by third parties or for any disclosure made by the User in any way. 

After submitting the form through the Website, the User will receive an email  confirming the creation of the User account. Upon receipt of this email, the User can  access their account through the Website or the Platform. 

Each User account is unique and non-transferable. In case of suspicion or unauthorized use of  the account, the User must notify the Company, at the email address indicated in clause 10, in  order to cancel the account and deactivate it.

5.1. Functionalities.  

Through madi™, Users can conduct research to develop protein variants and optimize genes  as they determine. For this purpose, Users can establish, through the Platform, various  parameters, properties, priorities, and search criteria that define the research they conduct. 

The Platform allows Users to upload experimental data through multiple supported file formats  or enter experimental results directly for protein variants or genes generated within research.  The data uploaded by Users remains exclusive to them and is not shared with other Users. 

Results are stored on the Platform, and Users can access these results at any time during the  provision of the Services and up to six months after their plan or contract termination. After  the expiration date and in the event of non-renewal of the License, all information uploaded or  treated by Users will be deleted from the Platform to safeguard potentially important User  information. 

Other functionalities can be contracted by Users by selecting different service plans. For this  purpose, Protera will publish on its Website the various service plans available to Users,  allowing the Users to choose the one most convenient for them. 

5.2. Use of Data provided by Protera.  

The user shall have the right to access, upload data, and use the Platform, its functions, and any  preloaded data provided by Protera as part of the Services. 

5.3. Use of Results. 

The User is solely responsible for the use of the Results and their suitability for achieving their  own purposes. Protera only makes the Platform available to the User. Therefore, it is not liable  for any misuse of it by the User or for the Results not being suitable for the purposes sought by  the User. The User shall be solely responsible for any damages or losses caused to themselves  or third parties by their use of the Results. In light of the foregoing, Protera urges Users to  verify and test the Results before commercially or scientifically utilizing them, understanding  the predictive nature of the Platform. 

5.4. Use of the Website and the Platform. 

The User undertakes to use the Website and the Platform for lawful purposes. In this regard, the User may only use the Website and the Platform (hereinafter, solely for the purposes of this  clause, as the “Platforms”) as expressly permitted in these Terms and Conditions and may not: 

(a) Use them for unlawful purposes or purposes that infringe upon the rights and interests  of third parties. 

(b) Circumvent their technical limitations or use them in ways that interfere with their  operation. 

(c) Use reverse engineering techniques, decompile or disassemble the Platform.

(d) Make copies of the Platform, including its design, data visualization, or typology. (e) Transmit through the Platform any illegal, threatening, offensive, defamatory, obscene,  vulgar, pornographic, profane, or indecent information or material of any kind, not even  images or language of this nature. 

(f) Infringe the rights of third parties or transmit messages that constitute, encourage, or  incite conduct that would constitute a criminal offense or give rise to civil liability. (g) Transmit information, documents, software, or other material containing a virus or  other harmful component. 

(h) Use any trademark, logo, images, texts, designs, formats, or other proprietary  information of the Company without its express written consent. 

(i) Attempt to probe, scan, or test the vulnerability of the Platform or any associated system  or network or violate security or authentication measures without proper authorization. (j) Interfere with or attempt to interfere with the Platform. 

(k) Reproduce, copy, translate, modify, adapt, decompile, disassemble, create any  derivative work of translate, enhance, update, add, develop, or improve the intellectual  property of the Company. 

(l) Upload false or unreliable information. 

(m)Upload information that violates the intellectual property of third parties.

The User shall be solely responsible for any damages and losses caused to the Company or  third parties due to the improper or illegal use of the Platform. Protera reserves the right to deny  access to the Platform if it detects a use by the User contrary to what is established in these  Terms and Conditions. In such cases, the User shall not be entitled to any compensation.

The Platform may contain links to third-party websites, advertisers, services, special offers, or  other activities that are not owned or controlled by Protera. Protera assumes no responsibility  for such third-party websites, information, documents, products, or services. If Users access  any third-party website, service, or content from the Platform, such access is at their own risk,  and Users acknowledge that Protera shall have no liability whatsoever for any claims related  to the use or access to any third-party website, service, or content. 

In light of the provisions of clause 5.3 and clause 5.4, under no circumstances shall Protera be  liable for consequential, incidental, indirect, or special damages of any kind, whether  foreseeable or not, resulting from the improper use of the Platform or the Results, any security  breaches, computer hacking, phishing, or social engineering attacks suffered by Users,  regardless of the basis of the claim and even if Protera has been informed of the possibility of  such damages. 

Protera grants the User a non-exclusive, limited, non-transferable, and revocable license to access the Platform's functionalities for the duration of the contracted Services. 

The use of the Platform after the expiration of the Service’s validity period shall constitute an  infringement of Protera’s intellectual property rights, and the Company may take appropriate  legal action.

In turn, the User grants Protera a worldwide personalized license for the duration of the Services to host, copy, download, and display the data and intangible creations uploaded to the  Platform necessary for Protera to provide the contracted Services.  

The User declares that they are the sole owner or have the respective authorization to use and  upload their data and information to the Platform. 

To prevent misuse, malfunctions, and other problems, Users must ensure that their equipment  and connections are sufficiently protected against unauthorized use by third parties, malware,  and viruses. 

Access to the Platform requires internet or mobile network access. 

The Platform is permanently accessible to the User, meaning 24 hours a day, 7 days a  week, subject to accidental interruptions or those necessary for the proper functioning  of the Service.

Protera reserves the right to make changes and improvements to the Platform and to  issue updates from time to time to fix errors, enhance performance, or add new features.  Protera reserves the right to suspend access to the Platform to ensure temporary  maintenance operations. Temporary service interruptions will be notified, to the extent  possible, by email at least 24 hours in advance, except when such interruptions are  urgent. 

In the event that Protera is prevented from making the Platform available to the User or  providing the Services due to fortuitous events or force majeure, each Party shall have  the right to suspend its obligations for the duration of the fortuitous event or force  majeure, without the foregoing being construed as a breach of the contract. In such a  case, neither Party shall be entitled to any compensation. It is noted that the loss of  connections and networks not caused by Protera shall be deemed a force majeure event. 

8.1 Platform. 

The intellectual property rights over the Platform and the Services provided through it, its  source code, its contents, its distinctive signs, including trademarks, domain names, graphic  design, databases, pre-loaded data, the design of the contents, as well as the different elements  that compose it (texts, graphics, photographs, videos, sound recordings, among others),  technical knowledge, trade secrets, software developments, concepts, their modifications,  improvements, and/or updates, and any other intellectual property asset, belong and will belong  exclusively to Protera. 

The use of the service by Users does not imply any transfer of Protera’s intellectual property  rights. Therefore, it is strictly prohibited for the User to carry out any unauthorized act of  reproduction, transformation, distribution, public communication, extraction, and/or reuse of  the Platform, its contents, and/or the distinctive signs contained therein. Likewise, the User is  prohibited from selling, assigning, renting, leasing, distributing, exporting, importing, acting as an intermediary or provider, or granting rights over the Platform, its account, or any of its  components, updates, improvements, add-ons, new versions, source code, structure,  organization, and application programming interfaces (APIs). 

Unauthorized use and/or infringement of Protera’s or third parties’ intellectual property rights,  the source code, the website and/or its contents and designs, trademarks, trade names, and  industrial designs may give rise to the corresponding compensation for damages, as well as  other legal sanctions established by law, including those of a criminal nature. 

8.2 Results 

Once full payment of all sums owed to Protera under the Services has been made, the User will  have full intellectual property rights over the Results of their research and use of the Platform.  Such Results will be treated as confidential information of the User and will be subject to the  provisions of madi™’s Privacy Policies. Notwithstanding the foregoing, it is noted that: 

(i) Protera provides no warranty that the Results may be protected by intellectual  property rights; 

(ii) The User will be personally responsible for verifying before each use whether the  Results are freely exploitable with respect to third-party intellectual property rights  and the possible existence or non-existence of intellectual property rights over the Results.

The Company undertakes to safeguard the information provided and obtained by Users, and to  adopt the means and techniques within its reach to prevent loss, misuse, alteration, unauthorized access, and/or misappropriation of this information by third parties, in accordance  with madi’s Data Privacy Policy, which is deemed incorporated into these Terms and  Conditions for all legal and contractual purposes.

The User may request assistance regarding the use of the Website or the Platform, or  alternatively, make inquiries, complaints, and suggestions to the email address  madi@proterabio.com.