Emergente

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RNAccess Terms of Service & Data Use

Effective Date: July 17, 2026

These Terms of Service (these "Terms") govern your access to and use of RNAccess, a proprietary, hosted, web-based RNA structure prediction platform provided by Emergente Inc. ("Emergente," "we," "us," or "our"). RNAccess is offered as a software-as-a-service ("SaaS") computational platform through which users may submit RNA sequences and contextual metadata and receive predicted RNA structures and related outputs generated by the Emergente Technology. By accessing or using RNAccess, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use RNAccess. If you are accessing or using RNAccess on behalf of an institution or other entity, you represent that you have authority to bind that entity to these Terms, and "you" and "User" refer to both you and that entity.

1. Definitions

For purposes of these Terms, the following capitalized terms have the meanings set forth below. Other terms are defined where they first appear.

1.1 "Affiliate" means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or other ownership interest of an entity, or the power to direct the management and policies of such entity.

1.2 "Aggregated Data" means information that is aggregated, de-identified, anonymized, or otherwise rendered non-identifying of you or any individual, including data derived from your Inputs, the Outputs, and usage of RNAccess.

1.3 "Confidential Information" has the meaning set forth in Section 8.1.

1.4 "Emergente Technology" (also referred to as "Emergente Materials") means Emergente's proprietary technology, computational platforms, algorithms, software, code, artificial intelligence and machine learning models, model weights, methods, training data, infrastructure, deployment or hosting environments, internal tools, internal workflows, documentation, interfaces, know-how, and all related Intellectual Property Rights, including all improvements, modifications, and derivatives thereof, whether existing as of the Effective Date or developed thereafter. Without limiting the foregoing, the Emergente Technology includes RNAccess.

1.5 "Input" means the RNA sequence(s) and structure(s), sequence data, contextual metadata (such as RNA type, organism or species, intended research use, and experimental context), and other information, materials, and data that you submit to RNAccess, together with any scientific input, experimental validation data, or other information that you elect to provide.

1.6 "Intellectual Property Rights" means all patents, patent applications, copyrights, trade secrets, trademarks, service marks, trade names, database rights, know-how, and any other intellectual property or proprietary rights, whether registered or unregistered, recognized in any jurisdiction worldwide.

1.7 "Output" means the predictions, results, analyses, and outputs made available to you through RNAccess, which may include predicted RNA structures, ranked structural states or conformations, secondary structure views, visualization files, downloadable structure files, scores, job status and results pages, and basic annotations and interpretive information generated from Emergente's analysis of your Input using the Emergente Technology.

1.8 "RNAccess" or the "Service" means Emergente's proprietary, hosted, web-based RNA structure prediction platform, made available to you as a hosted service, together with its associated features, interfaces, and functionality.

1.9 "Non-Commercial Use" means use that is not intended for, and does not result in, commercial sale, licensing, product development, or other commercial exploitation by you or any third party, and that is solely for internal, non-commercial research and academic purposes.

1.10 "Tokens" means the usage credits or tokens that meter access to and consumption of computational resources on the Service, as further described in Section 4.

2. Eligibility, Account Access, and Access Tiers

2.1 Access Review. Access to the Service is granted following a request submitted through the Service's access form. Emergente verifies each request and assigns you to an access tier (Academic/Non-Commercial, Commercial Trial, Commercial (Paid), or Internal) based on the information provided, including your email domain and stated intended use. Emergente reserves the right to request additional information to verify eligibility for a given tier, and to deny, delay, or reclassify any request in its sole discretion.

2.2 Academic / Non-Commercial Access. Academic, nonprofit, and government-affiliated Users may be granted free "Academic" access for Non-Commercial Use. This tier is intended for individual researchers, students, and public-interest research use. Unless otherwise agreed by Emergente in a separate written agreement, you may not use free RNAccess access for commercial research, commercial product development, paid services, contract research, competitive benchmarking, or any use on behalf of or for the benefit of a commercial entity.

2.3 Commercial Access. If you seek to use the Service for or on behalf of a commercial entity, or in connection with the development, testing, or commercialization of any product, service, or asset, you must be classified under a "Commercial" tier. Commercial, API, enterprise, confidential, or other restricted uses require a separate written agreement with Emergente prior to use, as described in Section 14.

2.4 Dual-Use Notice. Academic and Non-Commercial access is provided solely for non-commercial research. If you hold Academic tier access and use the Service, or any Output, to generate, support, or advance intellectual property that is owned by, assigned to, or exploited on behalf of a commercial entity, including for an entity of which you are also a founder, employee, consultant, or equity holder, such use is outside the scope of Academic tier access and requires a separate commercial license. Use of Academic tier access for such purposes without a commercial license constitutes a material breach of these Terms and may result in immediate suspension or termination of access, without limiting any other remedy available to Emergente. Determining whether a specific submission is commercial in nature is your responsibility; Emergente does not screen submissions for commercial intent and relies on the attestation described in Section 5.2.

2.5 Minimum Age. You must be at least 18 years old, or the age of legal majority in your jurisdiction, to request access to or use the Service.

2.6 Verification. You acknowledge that Emergente may, at any time, request documentation or other evidence to verify your eligibility for your assigned access tier, including verification of your academic, nonprofit, or government affiliation, or the non-commercial nature of your use. You agree to promptly respond to any such request. Failure to provide satisfactory verification within fifteen (15) days of Emergente's request may result in reclassification, suspension, or termination of your access.

2.7 Subcontractors. Emergente may use third-party subcontractors, including cloud infrastructure and compute providers, to operate the Service, and remains responsible for their compliance with the data-handling commitments in these Terms.

3. Scope of License and Access Rights

3.1 Access Grant. Subject to your compliance with these Terms, Emergente grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use RNAccess for the submission of Input and receipt of Output, solely for the purposes permitted under your access tier. You acknowledge and agree that you receive no other access to the Emergente Technology.

3.2 License to Outputs. Subject to these Terms, Emergente grants you a non-exclusive license to use the Output generated by the Service from your Input for the purposes permitted under your access tier. Academic tier Users may use Output for non-commercial research purposes, including publication, subject to any citation or acknowledgment practices Emergente may request. Commercial tier Users' rights to use Output are governed by their applicable tier and any separate agreement. You may view, interact with, modify (solely for your own internal analysis), and download Output solely as permitted under your access tier.

3.3 No Rights in Emergente Materials. You have no rights in or to the Emergente Materials, including Emergente models, software, algorithms, systems, workflows, or platform improvements. Emergente may generate identical or similar Output for other users.

3.4 No Implied Rights. Except for the limited rights expressly granted in these Terms, no rights are granted to you by implication, estoppel, or otherwise, in or to the Emergente Technology or any Intellectual Property Rights of Emergente. All rights not expressly granted are reserved by Emergente.

3.5 Commercial Use Requires a Separate Agreement. Any use of the Output beyond the scope permitted by your access tier, including any commercial, clinical, diagnostic, therapeutic development, or for-profit application, or any use in the development, manufacture, or commercialization of any product or service, is strictly prohibited and requires the prior execution of a separate written agreement between Emergente and you. Nothing in these Terms obligates Emergente to enter into any such agreement, and any such agreement shall be on terms to be negotiated by the parties in their respective sole discretion.

4. Tokens, Fees, and Payment

4.1 Token-Based Access. Access to computational resources on the Service is metered through Tokens. Each User is allotted a Token balance as determined by Emergente. Emergente may provide you with a set number of free or subsidized Tokens per period and may permit you to obtain additional Tokens or to unlock additional access by providing feedback, submitting experimental validation data, completing feedback forms, or otherwise contributing to the improvement of the Emergente Technology.

4.2 Purchasing Tokens. You may purchase additional Tokens through the Service. Emergente does not guarantee availability of any specific quantity of Tokens and may adjust Token pricing, allotments, or consumption rates at its discretion, with notice to Users where required by law. Emergente may establish, modify, and administer the structure, allocation, and mechanics of the Token system in its sole discretion.

4.3 Value Exchange for Free Access. For free academic and non-commercial access, no fees are payable except as set forth above with respect to the optional purchase of additional Tokens. You acknowledge and agree that the provision of Tokens, and any contribution of feedback or validation data in lieu of payment, together with the data rights granted in Section 7, form part of the value exchange for your access to the Service.

4.4 No Cash Value. The Tokens have no cash value, are not exchangeable or trade-able for cash, and lose value upon the sooner of termination of these Terms or two (2) years after such Tokens' issuance.

5. User Submissions, Obligations, and Acceptable Use

5.1 Ownership of Input. As between you and Emergente, you retain ownership of the Input you submit to RNAccess, excluding any Emergente Materials. Submitting an Input does not transfer ownership of that Input to Emergente.

5.2 Your Representations and Warranties. By submitting an Input, you represent and warrant that: (a) you own the Input or otherwise have all rights, consents, permissions, and authority necessary to submit it to the Service and to grant the rights described in these Terms; (b) the Input does not include any proprietary, confidential, or third-party sequence, dataset, or material that you do not have the right to submit, and does not and will not infringe, misappropriate, or violate the Intellectual Property Rights or other rights of any third party; and (c) submission and processing of the Input will not violate the rights of any third party or any applicable law. If any of the foregoing is untrue, you (and not Emergente) bear responsibility and liability for the breach.

5.3 Confidential and Proprietary Data. You should not submit any confidential, proprietary, commercially sensitive, third-party restricted, export-controlled, regulated, or otherwise protected information through free RNAccess access. Free academic and non-commercial submissions are not treated as confidential submissions. If you require confidentiality, proprietary-data protection, commercial use rights, API access, enterprise access, or no-training commitments, do not submit data through free RNAccess access, and contact Emergente for a separate written agreement.

5.4 Acceptable Use; Prohibited Conduct. You may not:

  • (a) submit any information that you do not have the right to submit;
  • (b) submit confidential, proprietary, commercially sensitive, third-party restricted, export-controlled, or regulated information through free RNAccess access;
  • (c) use free RNAccess access for commercial purposes without the required separate agreement;
  • (d) reverse engineer, decompile, disassemble, extract, copy, scrape, or otherwise attempt to derive the source code, model weights, model architecture, underlying systems, algorithms, or infrastructure of RNAccess;
  • (e) use RNAccess or any Output for (i) benchmarking for the purpose of developing, training, replicating, distilling, or improving a competing model or (ii) otherwise developing, training, or improving a competing model or service;
  • (f) bypass, disable, circumvent, or interfere with usage limits, Token limits, rate limits, security features, or access controls;
  • (g) use automated systems, bots, scripts, or bulk submission tools without Emergente's prior written consent;
  • (h) overload, disrupt, probe, test, or interfere with the security, integrity, or availability of RNAccess;
  • (i) misrepresent your identity, affiliation, or intended use in an access request;
  • (j) use RNAccess or any Output for any unlawful purpose or in violation of any applicable law, regulation, export control, sanctions, or biosecurity law or regulation, institutional policy, third-party rights, or research restrictions;
  • (k) sell, lease, license, sublicense, distribute, transfer, or otherwise make the Output available to any third party without a written notice that the Output shall remain subject to these Terms; or
  • (l) remove, alter, or obscure any proprietary notices on the Output.

5.5 Usage Data. Notwithstanding any other provision of these Terms, Emergente may collect, use, and disclose technical, operational, and usage data relating to your use of the Service, including system logs, access patterns, error reports, and performance metrics, for any lawful business purpose, including to operate, secure, improve, and optimize the Service and Emergente's products and services generally.

5.6 Third-Party Rights Claims. If a third party notifies Emergente in writing that an Input was submitted without the necessary rights, and the notice identifies the Input and the basis for the claim with reasonable specificity, Emergente will: (a) remove or disable access to the Input and associated Output within a commercially reasonable time; (b) notify you of the claim and removal; and (c) permit you to submit a written counter-notice explaining why the Input was properly submitted. If Emergente receives a valid counter-notice, it may, at its discretion, restore access to absent further action by the claimant. Emergente may take these steps, or any other action it deems appropriate, including suspending or terminating your access, regardless of whether a counter-notice is submitted.

6. Intellectual Property Ownership

6.1 Emergente Ownership. Emergente and its licensors retain all rights, title, and interest in and to RNAccess and all related models, software, algorithms, workflows, infrastructure, systems, documentation, interfaces, know-how, improvements, modifications, and derivative technologies and all intellectual property rights therein. Emergente shall retain all right, title, and interest in and to the Emergente Technology and any and all pre-existing Intellectual Property Rights, as well as any improvements, modifications, derivatives, and enhancements thereto, including those arising from or relating to the exercise of Emergente's rights under these Terms. Nothing in these Terms transfers or assigns to you any ownership interest in the Emergente Technology.

6.2 No Ownership of Your Sequences. Emergente does not claim ownership of your underlying submitted RNA sequences or independent research program solely by virtue of your submission. For clarity, this Section 6.2 does not limit any of Emergente's rights under these Terms.

6.3 New IP Developed by You. As between the parties, Emergente shall own all Output and all intellectual property rights therein, and you shall receive a license to the Output as set forth in Section 3.2. Any new Intellectual Property Rights you develop through your permitted use of the Output shall be owned by you, subject in all respects to the reserved rights of Emergente set forth in these Terms, including the data and model-training rights, the publication acknowledgment obligations, and the requirement to execute a separate written agreement for any use beyond your permitted access tier.

6.4 Publication Acknowledgment. In any publication, presentation, abstract, poster, or other public disclosure that utilizes, incorporates, or references the Output, you shall provide appropriate and prominent acknowledgment of Emergente and the Emergente Technology in a form reasonably acceptable to Emergente. You shall not state or imply that Emergente endorses any publication or the conclusions therein without Emergente's prior written consent.

6.5 Feedback. If you provide Emergente with any feedback, suggestions, comments, ideas, or other information regarding the Service, Emergente Technology, or Output ("Feedback"), you hereby assign to Emergente all right, title, and interest in and to such Feedback, and Emergente may use, disclose, reproduce, license, and otherwise exploit such Feedback without restriction, attribution, or compensation to you. You agree that Emergente is not under any obligation of confidentiality with respect to any Feedback unless separately agreed in writing.

7. Data Rights, Privacy, and Security

7.1 License to Emergente. For Input associated with Academic/Non-Commercial and Internal tier access, you grant Emergente a perpetual, worldwide, non-exclusive, royalty-free, fully paid, sublicensable, transferable license to process, store, cache, copy, reproduce, analyze, use, retain, and create derivative works from submitted inputs, generated outputs, metadata, feedback, validation information, and usage information for any purposes including:

  • (a) operating, maintaining, securing, and providing RNAccess;
  • (b) generating, storing, evaluating, and improving related Output;
  • (c) debugging, testing, and benchmarking the platform;
  • (d) analyzing aggregate usage and performance trends; and
  • (e) developing, training, fine-tuning, validating, and improving Emergente models, algorithms, systems, products, services, and related technologies.

This license is granted concurrently with submission and continues for so long as Emergente retains the underlying data, subject to Section 7.3.

7.2 No Confidentiality for Free-Access Submissions. Absent a separate written agreement, Emergente has no obligation to treat free-access submissions as confidential or to exclude such submissions from model improvement, platform improvement, benchmarking, analytics, or training uses.

7.3 Metadata and Aggregate Analytics. Emergente may collect and use platform metadata (such as timestamps, Token usage, and feature usage) across all tiers to operate, secure, and improve the Service, and to produce de-identified, aggregate statistics. Emergente will not publicly disclose or externally communicate Aggregated Data unless it has been aggregated to a level that does not reasonably permit identification of any individual, User, organization, research project, submitted sequence, or submission. Emergente may generate, store, and use Aggregated Data for any lawful business purpose, including analytics, research and product development, benchmarking, investor and commercial discussions, and external communications.

7.4 Protection of User-Identifiable Information. Any publication or public-facing use by Emergente of your specifically identifiable submitted sequences, identifiable research project, unpublished experimental data, or name or institutional affiliation in a manner that identifies you shall require your prior permission, except to the extent such information is or becomes Aggregated Data or is otherwise publicly available.

8. Confidentiality

8.1 Definition. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Emergente Technology, Output, and all information relating thereto constitute the Confidential Information of Emergente. Notwithstanding the foregoing, you may use Output as expressly set forth in these Terms, and Emergente may not use Output for the benefit of any third party except as expressly permitted by these Terms. Subject to Section 5.3 and Section 7.3, free academic and non-commercial submissions are not treated as confidential submissions.

8.2 Obligations. The Receiving Party shall: (a) use the Disclosing Party's Confidential Information solely to exercise its rights and perform its obligations under these Terms; (b) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of like nature, but in no event less than a reasonable degree of care; and (c) not disclose such Confidential Information to any third party except to its employees, agents, and representatives who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

8.3 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was publicly available at the time of disclosure or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction prior to disclosure; (c) was rightfully received from a third party without restriction; or (d) was independently developed without use of or reference to the Disclosing Party's Confidential Information.

8.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that it gives the Disclosing Party prompt prior written notice (to the extent legally permitted) and reasonable cooperation to enable the Disclosing Party to seek a protective order or other appropriate remedy.

8.5 Term. The obligations in this Section 8 shall continue for a period of seven (7) years from the date of disclosure with respect to Confidential Information that does not constitute a trade secret, and, with respect to trade secrets, for so long as such information remains a trade secret under applicable law.

9. Research-Only Use and Disclaimer of Warranties

9.1 Research Tool Only. RNACCESS IS INTENDED AS A RESEARCH TOOL. OUTPUT CONSISTS OF COMPUTATIONAL PREDICTIONS ONLY AND HAS NOT BEEN EXPERIMENTALLY VALIDATED. OUTPUT IS NOT INTENDED FOR CLINICAL, DIAGNOSTIC, THERAPEUTIC, REGULATORY, MANUFACTURING, SAFETY, OR COMMERCIAL DECISION-MAKING UNLESS EXPRESSLY AUTHORIZED UNDER A SEPARATE WRITTEN AGREEMENT WITH EMERGENTE. OUTPUT SHOULD NOT BE RELIED UPON AS DEFINITIVE SCIENTIFIC, CLINICAL, REGULATORY, SAFETY, MANUFACTURING, OR COMMERCIAL CONCLUSIONS. YOU ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY EVALUATING, VALIDATING, AND DETERMINING THE SUITABILITY OF ANY OUTPUT FOR YOUR INTENDED USE.

9.2 Disclaimer. THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMERGENTE DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, COMPLETENESS, AVAILABILITY, TITLE, AND NON-INFRINGEMENT. EMERGENTE DOES NOT GUARANTEE THAT THE SERVICE WILL BE SECURE, ERROR-FREE, OR AVAILABLE AT ALL TIMES, AND MAKES NO REPRESENTATION OR WARRANTY THAT ANY OUTPUT IS ACCURATE, COMPLETE, REPRODUCIBLE, NOVEL, NON-INFRINGING, EXPERIMENTALLY VALIDATED, CLINICALLY MEANINGFUL, COMMERCIALLY USEFUL, OR SUITABLE FOR ANY PARTICULAR PURPOSE. YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE OUTPUT.

9.3 Beta Features. From time to time, Emergente may make available beta, preview, experimental, or early-access features or functionality ("Beta Features"). Beta Features are provided "as is" without any warranty or support obligation, may be modified or discontinued at any time without notice, and are subject to additional terms Emergente may specify. Your use of Beta Features is at your sole risk, and Emergente shall have no liability for any harm arising from your use of Beta Features.

10. Limitation of Liability

10.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS SET FORTH IN SECTION 10.3, EMERGENTE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, RESEARCH DELAY, BUSINESS INTERRUPTION, LOSS OF OPPORTUNITY, OR RELIANCE ON ANY OUTPUT, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS SET FORTH IN SECTION 10.3, EMERGENTE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID TO EMERGENTE FOR TOKENS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR ONE THOUSAND U.S. DOLLARS (US$1,000). THE PARTIES ACKNOWLEDGE THAT THIS LIMITATION REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS.

10.3 Exceptions. The limitations and exclusions in Sections 10.1 and 10.2 shall not apply to: (a) Emergente's gross negligence or willful misconduct; or (b) Emergente's breach of its confidentiality obligations under Section 8.

10.4 Allocation of Risk. The limitations and exclusions of liability set forth in this Section 10 are a fundamental element of the basis of the bargain between you and Emergente. Emergente would not provide the Service without such limitations, and you acknowledge that such limitations reflect a fair and reasonable allocation of risks and benefits under these Terms.

11. Indemnification

11.1 Indemnification by You. You agree to indemnify, defend, and hold harmless Emergente and its Affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Emergente Indemnitees"), from and against any and all claims, disputes, demands, liabilities, judgments, fines, penalties, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs of investigation and litigation) arising out of or in any way connected with: (a) your access to or use of the Service, Input, or Output, or any derivatives thereof; (b) your breach or alleged breach of these Terms, including the representations and warranties in Section 5.2; (c) your use of the Output beyond your permitted access tier or otherwise in violation of Section 3 or Section 5; (d) any claim that your Input infringes, misappropriates, or violates the Intellectual Property Rights or other rights of any third party; or (e) your gross negligence, willful misconduct, or violation of any applicable law or third-party right.

11.2 Procedures. The Emergente Indemnitee seeking indemnification (the "Indemnified Party") shall provide you (the "Indemnifying Party") with prompt written notice of any claim for which indemnification is sought; provided that any failure or delay in providing such notice shall not relieve you of your obligations except to the extent you are actually and materially prejudiced thereby. You shall have the right to assume and control the defense of such claim with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate, at your expense, and may participate in the defense with its own counsel at its own expense. You shall not settle, compromise, or consent to the entry of any judgment with respect to any claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned, or delayed) if such settlement (i) imposes any liability, payment, or obligation on the Indemnified Party, (ii) requires any admission of fault or wrongdoing by the Indemnified Party, or (iii) does not include an unconditional release of the Indemnified Party from all liability with respect to such claim.

11.3 Exceptions. You shall have no obligation under this Section 11 with respect to any losses to the extent finally determined by a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of an Emergente Indemnitee.

12. Term, Suspension, and Termination

12.1 Term. These Terms commence upon your first access to or use of the Service and continue until terminated in accordance with this Section 12.

12.2 Suspension and Termination by Emergente. Emergente may suspend, limit, or terminate your access to RNAccess at any time, with or without notice, for any reason or no reason, including if Emergente reasonably believes that you have violated these Terms, created security or operational risk, exceeded permitted use, engaged in suspected misuse, failed to pay, used RNAccess in a manner inconsistent with its intended purpose, or if Emergente discontinues the Service in whole or in part. Emergente shall have no liability to you for any suspension or termination of your access.

12.3 Effect of Termination. Upon expiration or termination, and subject to the last sentence of this Section 12.3: (a) all rights and licenses granted to you under these Terms shall immediately terminate; (b) you shall cease all use of the Service and shall, at Emergente's election, return or destroy all copies of Emergente's Confidential Information in your possession or control (other than Output whose continued use is expressly permitted under the last sentence of this Section 12.3); and (c) you shall remain obligated to obtain a separate written agreement for any use of the Output beyond your permitted access tier. Notwithstanding the foregoing, your rights to use, retain, and disclose Output generated prior to the effective date of expiration or termination shall survive, provided that you continue to comply with all use restrictions applicable to such Output under these Terms, including Sections 3.2 and 3.5.

12.4 Data Retention and Deletion. Upon termination, Emergente may, but is not obligated to, delete your Input and any associated Output from its systems, except that Emergente may retain: (a) Aggregated Data; (b) data necessary to comply with legal obligations, resolve disputes, or enforce these Terms; (c) backup copies made in the ordinary course of business until such backups are deleted in accordance with Emergente's standard retention policies; and (d) any data that has been incorporated into Emergente's models, systems, or improvements pursuant to Section 7. Emergente shall have no liability for any deletion of data following termination.

12.5 Survival. Any provision that by its nature should survive termination will survive, including Sections 3.3, 3.4, 3.5, 12.3, 12.4, and this Section 12.5 and Articles 1, 5, 6, 7, 8, 9, 10, 11, 13 and 14.

13. Governing Law and Dispute Resolution

13.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

13.2 Informal Resolution. The parties agree to first attempt to resolve any dispute informally by contacting Emergente as described in Section 15.

13.3 Venue. For any dispute not resolved informally, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Delaware and waive any objection to such venue on the grounds of inconvenient forum or otherwise. Given the nature of scientific research, it may take some time for any breach of these Terms to become apparent. To the extent allowed by applicable law, any legal claims relating to these Terms can be initiated until the later of: (a) the cut-off date under applicable law for bringing the legal claim; or (b) two years from the date you or Emergente (as applicable) became aware, or should reasonably have become aware, of the facts giving rise to that claim. You will not argue limitation, time bar, delay, waiver or the like in an attempt to bar an action filed within that time period, and neither will we.

13.4 Equitable Relief. You acknowledge that any breach of Sections 3, 5, 6, or 8 may cause Emergente irreparable harm for which monetary damages would be inadequate, and that Emergente shall be entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to any other remedies available at law or in equity.

13.5 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND EMERGENTE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS, CONSOLIDATED, OR REPRESENTATIVE BASIS. ANY PROCEEDING TO RESOLVE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR EMERGENTE WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.

14. Commercial, API, and Enterprise Agreements

Use of the Service for commercial, API, or enterprise purposes will require execution of a separate written agreement covering pricing, service levels, confidentiality, and data rights. In the event of a conflict between these Terms and a separately executed written agreement, the separate agreement controls for the User(s) covered by it.

15. General Provisions

15.1 Changes to These Terms. Emergente may update these Terms from time to time in its sole discretion. Material changes will be communicated to Users through the Service or by email at least thirty (30) days prior to becoming effective, unless a shorter notice period is required by law or necessary to address security concerns, legal requirements, or system integrity. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Service.

15.2 Force Majeure; Service Availability. Emergente will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or failures of third-party infrastructure or cloud providers. The Service is provided on an as-available basis, without any uptime commitment, except as separately agreed in writing for Commercial or Enterprise tiers.

15.3 Assignment. You may not assign or transfer these Terms, or any rights or obligations under them, whether by operation of law or otherwise, without Emergente's prior written consent, and any attempted assignment in violation of this Section shall be null and void. Emergente may assign or transfer these Terms freely, including to an Affiliate or in connection with a merger, acquisition, or sale of assets. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

15.4 Independent Contractors. The parties are independent contractors, and nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between them.

15.5 Severability. If any provision of these Terms is found invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

15.6 Waiver. No waiver of any provision shall be effective unless in writing, and Emergente's failure to enforce any provision is not a waiver of that provision.

15.7 Notices. Any notice required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally; (b) when sent by confirmed email to the email address associated with your account (for notices to you) or to the address specified in Section 16 (for notices to Emergente); or (c) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid. Emergente may also provide notices through the Service interface or by posting them on its website.

15.8 Entire Agreement. These Terms and the Privacy Notice constitute the entire agreement between you and Emergente regarding the Service and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral, except for a separately executed written agreement described in Section 14.

16. Contact

For commercial access, API access, enterprise terms, confidential submissions, or no-training commitments, contact Emergente at team@emergente-sci.com.