End User License Agreement

1. Definitions

For purposes of this End User License Agreement ("Agreement" or "EULA"):

• "Malva" or "the Software" refers to the Malva platform, including all associated software, tools, interfaces, documentation, and services provided thereunder.
• "Licensor" refers to Malva and its owners, operators, affiliates, and licensors.
• "User," "you," or "your" refers to any individual or entity accessing or using the Software.
• "Non-Profit Academic Institution" means an educational or research institution that (a) is organized and operated exclusively for educational, research, or scientific purposes; (b) is recognized as tax-exempt under applicable law or is a governmental research institution; and (c) does not distribute net earnings to any private shareholder or individual.
• "Academic Research" means research conducted solely for educational, scholarly, or scientific purposes, the results of which are intended for publication in academic journals or presentation at academic conferences, and which is not conducted for the benefit of, funded by, or directed by any commercial entity.
• "Commercial Use" means any use that is undertaken for the purpose of generating revenue, profit, or other commercial advantage, including but not limited to: (a) use by or on behalf of any for-profit entity; (b) use in connection with the research, development, manufacture, marketing, or sale of any product or service; (c) use in drug discovery, clinical development, or regulatory submissions; (d) use funded by or conducted under contract with any commercial entity; or (e) any use that is not Academic Research as defined herein.

2. Acceptance of Terms

This Agreement constitutes a legally binding contract between you and Licensor. By accessing, registering for, or using Malva, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accessing or using the Software on behalf of an institution, you represent and warrant that you have the authority to bind that institution to this Agreement.

IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, OR IF YOU DO NOT MEET THE ELIGIBILITY REQUIREMENTS SET FORTH HEREIN, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THE SOFTWARE AND MUST IMMEDIATELY CEASE ANY SUCH ACCESS OR USE.

3. Eligibility Requirements

3.1 Institutional Affiliation

Access to and use of Malva is strictly limited to individuals who are:

• Currently employed by, enrolled at, or formally affiliated with a Non-Profit Academic Institution;
• Using the Software solely in connection with their role at such institution; and
• Conducting Academic Research that is not Commercial Use.

3.2 Ineligible Users

The following categories of users are expressly prohibited from accessing or using Malva:

• Employees, contractors, or agents of any for-profit corporation, company, or commercial entity, including but not limited to pharmaceutical companies, biotechnology companies, diagnostic companies, healthcare companies, and contract research organizations;
• Individuals conducting research that is funded by, sponsored by, or performed under contract with any commercial entity;
• Individuals whose research results will be owned by, licensed to, or otherwise benefit any commercial entity;
• Individuals affiliated with academic institutions who are conducting research in collaboration with commercial entities where such entities will receive any benefit from use of the Software;
• Any person or entity that does not meet the definition of a Non-Profit Academic Institution or is not conducting Academic Research.

3.3 Representations and Warranties

By accessing or using Malva, you represent and warrant that:

• You meet all eligibility requirements set forth in this Section 3;
• All information provided to Licensor in connection with your registration and use is accurate, complete, and not misleading;
• Your use of the Software is and will remain solely for Academic Research conducted at or through a Non-Profit Academic Institution;
• Your research is not funded by, directed by, or conducted for the benefit of any commercial entity;
• You have obtained all necessary approvals from your institution to use the Software; and
• You will immediately notify Licensor if any of the foregoing representations cease to be true.

Any misrepresentation regarding eligibility constitutes a material breach of this Agreement and may result in immediate termination of access, legal action, and liability for damages including disgorgement of any profits derived from unauthorized use.

4. License Grant

4.1 Limited License

Subject to your compliance with all terms and conditions of this Agreement, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use Malva solely for Academic Research purposes. This license does not include any right to:

• Use the Software for any Commercial Use;
• Modify, adapt, translate, or create derivative works of the Software;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software;
• Remove, alter, or obscure any proprietary notices on the Software;
• Sublicense, sell, resell, transfer, assign, or distribute the Software or access thereto;
• Use the Software to develop any product or service that competes with the Software;
• Share your account credentials or allow any third party to access the Software through your account; or
• Use the Software in any manner not expressly authorized by this Agreement.

4.2 Reservation of Rights

Malva is proprietary software. All rights not expressly granted herein are reserved by Licensor. This Agreement does not grant you any rights to use Licensor's trademarks, trade names, logos, or other brand features. Nothing in this Agreement shall be construed as granting any license or right under any patent, copyright, trademark, or other intellectual property right of Licensor, except as expressly stated herein.

5. Access Control and Whitelisting

5.1 Whitelist-Based Access

Access to Malva is granted solely at Licensor's discretion through a whitelist-based system. Licensor reserves the absolute right to:

• Approve or deny any request for access without providing any reason;
• Establish and modify criteria for granting access;
• Require verification of institutional affiliation, research purpose, or other eligibility criteria;
• Limit the number of users from any single institution;
• Impose usage limits or restrictions on any user or institution; and
• Modify or discontinue the whitelist system at any time.

5.2 No Entitlement

Submission of a registration request or prior approval does not guarantee continued access. Access to Malva is a privilege, not a right. You have no entitlement to access, and Licensor may deny, suspend, or revoke access at any time, for any reason or no reason, with or without notice, in Licensor's sole and absolute discretion.

5.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify Licensor of any unauthorized use of your account or any other breach of security.

6. Prohibited Uses

In addition to the restrictions set forth elsewhere in this Agreement, you expressly agree not to:

• Use Malva for any Commercial Use, including but not limited to use in connection with drug discovery, drug development, clinical trials, diagnostics development, or any other commercial research or development activity;
• Use Malva to generate results, data, or analyses that will be used by, shared with, licensed to, or otherwise benefit any commercial entity;
• Access or use Malva if you are employed by, consulting for, or otherwise affiliated with any for-profit entity in a capacity related to your research;
• Use Malva in connection with any research funded by a commercial entity, even if conducted at an academic institution;
• Incorporate any output, results, or analyses from Malva into any patent application, regulatory submission, or commercial product or service;
• Share, publish, or otherwise disclose your login credentials or provide access to Malva to any third party;
• Use automated systems, bots, or scripts to access or interact with Malva, except as expressly authorized;
• Attempt to circumvent any access controls, usage limits, or security measures;
• Interfere with or disrupt the Software or servers or networks connected to the Software;
• Use Malva to transmit any viruses, malware, or other harmful code;
• Collect or harvest any information from Malva, including user data;
• Use Malva in any manner that violates applicable law or regulation; or
• Assist or enable any third party to do any of the foregoing.

7. Intellectual Property

7.1 Ownership

Malva, including all software, algorithms, interfaces, designs, documentation, and content (excluding User Data), is the exclusive property of Licensor and is protected by copyright, trade secret, patent, and other intellectual property laws. This Agreement does not transfer to you any ownership interest in or to the Software.

7.2 User Data

You retain ownership of any data you upload to Malva ("User Data"). By uploading User Data, you grant Licensor a non-exclusive, royalty-free, worldwide license to use, store, process, and display User Data solely as necessary to provide and improve the Software. You represent and warrant that you have all necessary rights to upload and grant this license for any User Data.

7.3 Public Datasets

Public datasets accessible through Malva are subject to their respective licenses and terms of use. You are solely responsible for complying with all applicable dataset licenses.

7.4 Research Results

You may publish the results of Academic Research conducted using Malva in academic journals and conferences, provided that: (a) such publication does not include any proprietary information about the Software; (b) you include appropriate acknowledgment of Malva; and (c) such results are not used for any Commercial Use.

8. Audit Rights

Licensor reserves the right to verify your compliance with this Agreement. Upon request, you agree to promptly provide:

• Documentation of your institutional affiliation;
• Information regarding the nature and purpose of your research;
• Documentation of funding sources for your research;
• Any other information reasonably necessary to verify compliance with this Agreement.

Failure to provide requested information within fourteen (14) days may result in immediate suspension or termination of access.

9. Term and Termination

9.1 Term

This Agreement is effective upon your first access to or use of Malva and continues until terminated in accordance with this Section 9.

9.2 Termination by Licensor

Licensor may terminate or suspend your access to Malva immediately, without prior notice or liability, for any reason whatsoever, including without limitation:

• Breach of any term of this Agreement;
• Misrepresentation of eligibility or institutional affiliation;
• Any Commercial Use or suspected Commercial Use;
• Change in your eligibility status;
• Discontinuation or modification of the Software; or
• Any other reason in Licensor's sole discretion.

9.3 Termination by User

You may terminate this Agreement at any time by ceasing all use of the Software and requesting deletion of your account.

9.4 Effect of Termination

Upon termination: (a) all rights granted to you under this Agreement will immediately cease; (b) you must immediately cease all use of the Software; and (c) Sections 7, 10, 11, 12, 13, and 14 shall survive termination.

10. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR THAT DEFECTS WILL BE CORRECTED. LICENSOR MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY RESULTS OBTAINED THROUGH USE OF THE SOFTWARE.

YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED FOR RESEARCH PURPOSES ONLY AND IS NOT INTENDED FOR USE IN CLINICAL DECISION-MAKING, DIAGNOSIS, OR TREATMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE.

IN NO EVENT SHALL LICENSOR'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE EXCEED ONE HUNDRED DOLLARS ($100).

THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12. Indemnification

You agree to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Software;
• Your breach of this Agreement;
• Your violation of any law or regulation;
• Your violation of any rights of any third party;
• Any misrepresentation made by you; or
• Any Commercial Use of the Software by you or through your account.

13. Remedies for Breach

You acknowledge that any breach of this Agreement, including any unauthorized Commercial Use, may cause irreparable harm to Licensor for which monetary damages would be inadequate. Accordingly, Licensor shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

In the event of any Commercial Use in violation of this Agreement, you agree that Licensor shall be entitled to recover, in addition to any other damages: (a) the greater of actual damages or a reasonable royalty for such unauthorized use; (b) disgorgement of any profits derived from such unauthorized use; and (c) Licensor's reasonable attorneys' fees and costs incurred in enforcing this Agreement.

14. General Provisions

14.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the federal or state courts located in San Francisco, California, and you consent to the personal jurisdiction of such courts.

14.2 Entire Agreement

This Agreement constitutes the entire agreement between you and Licensor regarding the Software and supersedes all prior agreements and understandings, whether written or oral.

14.3 Amendments

Licensor reserves the right to modify this Agreement at any time. Material changes will be notified through the Software or via email. Continued use of the Software after such notification constitutes acceptance of the modified Agreement.

14.4 Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Licensor's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

14.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

14.6 Assignment

You may not assign or transfer this Agreement or any rights hereunder without Licensor's prior written consent. Licensor may assign this Agreement without restriction.

14.7 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights.

15. Contact Information

For questions about this Agreement, to report potential violations, or to request information about commercial licensing, please contact:

• Email: legal@malva.bio
• Contact page: Contact Us