Terms of Service
Xelari Inc.
Effective date: August 1, 2025
1. INTRODUCTION
Welcome to Xelari's Terms of Service (the "Terms"). These Terms constitute a legally binding agreement between you and Xelari, Inc. ("Xelari," "we," "us," or "our") governing your access to and use of the Xelari platform, including our molecular modeling services, website, and related services (collectively, the "Platform").
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. BY ACCESSING OR USING THE PLATFORM, OR BY CLICKING TO ACCEPT OR AGREE TO THESE TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
2. DEFINITIONS
"User" or "you" refers to any individual or entity accessing or using the Platform.
"XELAMER" refers to the programmable molecules based on DNA and RNA designed through the Platform.
"Research Use Only" or "RUO" means that XELAMERs created on the Platform are intended solely for laboratory research purposes and not for use in diagnostic procedures, therapeutic applications, or any other purpose without appropriate regulatory approvals.
"Intellectual Property" includes but is not limited to patents, copyrights, trademarks, trade secrets, know-how, and any other proprietary rights related to the Platform, XELAMERs, or any content therein.
"Content" refers to all information, data, text, software, music, sound, photographs, graphics, videos, messages, or other materials provided through the Platform.
"Dangerous gain-of-function research" (GOF) means scientific research on an infectious agent or toxin with the potential to cause disease by enhancing its pathogenicity or increasing its transmissibility, or otherwise meeting one or more of the following criteria:
- (a) enhancing the harmful consequences of the agent or toxin;
- (b) disrupting beneficial immunological response or the effectiveness of an immunization against the agent or toxin;
- (c) conferring to the agent or toxin resistance to clinically or agriculturally useful prophylactic or therapeutic interventions against that agent or toxin or facilitating their ability to evade detection methodologies;
- (d) increasing the stability, transmissibility, or the ability to disseminate the agent or toxin;
- (e) altering the host range or tropism of the agent or toxin;
- (f) enhancing the susceptibility of a human host population to the agent or toxin; or
- (g) generating or reconstituting an eradicated or extinct agent or toxin.
3. ELIGIBILITY AND ACCOUNT REGISTRATION
3.1 Eligibility
You must be at least 18 years old to use the Platform. By accessing or using the Platform, you represent and warrant that you are at least 18 years old and that you have the legal capacity to enter into these Terms.
3.2 Account Registration
To access certain features of the Platform, you may be required to register for an account. When you register, you agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete. You are solely responsible for safeguarding your account credentials and for all activities that occur under your account. You agree to notify Xelari immediately of any unauthorized use of your account or any other breach of security.
3.3 Organizational Accounts
If you register for an account on behalf of an organization, you represent and warrant that you have the authority to bind such organization to these Terms.
4. PLATFORM USAGE AND RESTRICTIONS
4.1 License to Use
Subject to your compliance with these Terms, Xelari grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for your internal business or research purposes.
4.2 In Silico Nature of the Platform
The Platform provides computational modeling and design services only. Xelari does not synthesize, manufacture, or supply physical biological materials, and does not directly or indirectly conduct laboratory experiments.
4.3 Usage Restrictions
You agree not to:
- Use the Platform for any illegal purpose or in violation of any local, state, national, or international law;
- Develop, design, or produce biological weapons, harmful biological agents, toxins, or engage in bioterrorism;
- Conduct or support any dangerous gain-of-function research, including but not limited to projects that:
- (a) enhance the harmful consequences of an agent or toxin;
- (b) disrupt beneficial immune responses or vaccine efficacy;
- (c) confer resistance to therapy or enable evasion of detection;
- (d) increase stability, transmissibility, or dissemination ability;
- (e) alter host range or tissue tropism;
- (f) increase human population susceptibility;
- (g) recreate or reconstitute eradicated/extinct agents or toxins;
- Violate or encourage others to violate the rights of third parties, including intellectual property rights;
- Attempt to reverse engineer, decompile, or disassemble any portion of the Platform;
- Interfere with or disrupt the integrity or performance of the Platform;
- Attempt to gain unauthorized access to the Platform or related systems or networks;
- Use XELAMERs for any diagnostic or therapeutic applications without obtaining all necessary regulatory approvals;
- Use the Platform in any manner that could disable, overburden, damage, or impair the Platform;
- Use the Platform in a way that poses a risk to public health or safety;
- Engage in any bioterrorism activities or the development of harmful agents; or
- Otherwise attempt to interfere with the proper working of the Platform.
4.4 User Compliance Warranty
You represent and warrant that your use of the Platform complies with all applicable laws, including U.S. and international GOF, biosecurity, export control, and nucleic acid screening regulations.
5. BIO-RISK SCREENING AND PROJECT REFUSAL RIGHTS
5.1 Bio-Risk Screening
Xelari performs internal screening of incoming requests for potential GOF or high-risk biological modeling.
5.2 Refusal of Service
Xelari may suspend or terminate any project or account if, in its sole discretion, the work may involve prohibited GOF research, pose unacceptable biosecurity risks, or violate applicable law.
5.3 No Obligation to Proceed
Xelari is not obligated to justify refusals but may provide reasoning where appropriate.
6. RESEARCH USE ONLY (RUO) DESIGNATION
6.1 RUO Status
All XELAMERs created on the Platform are designated as "For Research Use Only" and are intended solely for laboratory research purposes. XELAMERs are not intended for use in diagnostic procedures, therapeutic applications, or any other purpose without appropriate regulatory approvals.
6.2 Regulatory Compliance
You are solely and exclusively responsible for:
- Understanding and complying with all applicable laws, regulations, and guidelines governing the use of XELAMERs;
- Obtaining any necessary regulatory approvals or clearances for any diagnostic or therapeutic applications of XELAMERs;
- Ensuring that your use of XELAMERs complies with all applicable laboratory safety protocols and standards; and
- All communications and submissions to regulatory authorities.
6.3 RUO and GOF Restrictions
RUO status does not override prohibitions on GOF or other regulated research without explicit legal authorization.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 Ownership of Platform
Xelari and its licensors own all right, title, and interest in and to the Platform, including all intellectual property rights therein. These Terms do not grant you any rights to use Xelari's trademarks, logos, domain names, or other distinctive brand features.
7.2 Ownership of XELAMERs
When you design a XELAMER on our Platform, the primary intellectual property rights to that specific molecular design belong to you as the client. However, Xelari retains certain rights, including:
- The right to use anonymized and aggregated data derived from your use of the Platform for improving the Platform, provided that such use will not reveal your identity, specific research objectives, or commercially sensitive information;
- The right to be acknowledged as the developer of these molecules in both scientific publications and commercial applications;
- A non-exclusive, royalty-free, perpetual license to use any feedback, suggestions, or ideas you provide regarding the Platform; and
- All intellectual property rights related to the underlying technology, methods, and processes of the Platform itself.
7.3 Acknowledgment Requirement
In any scientific publication, patent application, or commercial application involving XELAMERs created through the Platform, you agree to acknowledge Xelari as the developer of the underlying technology that enabled the design of such XELAMERs.
7.4 User Content
You retain all of your ownership rights in any Content you submit, post, or display on or through the Platform. By submitting, posting, or displaying Content on or through the Platform, you grant Xelari a worldwide, non-exclusive, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content for the purposes of providing and improving the Platform.
8. PAYMENT TERMS
8.1 Fees
You agree to pay all applicable fees for using the Platform as described on our pricing page or as otherwise agreed upon. Xelari reserves the right to change its fees at any time upon reasonable notice.
8.2 Payment Methods
Xelari may use third-party payment processors to bill you through a payment account linked to your account. Payment processing will be subject to the terms, conditions, and privacy policies of the payment processor in addition to these Terms.
8.3 Taxes
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based on Xelari's income.
9. PLATFORM AVAILABILITY AND SUPPORT
9.1 Uptime Guarantee
Xelari will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for:
- Planned downtime (of which we will endeavor to give reasonable notice); and
- Any unavailability caused by circumstances beyond our reasonable control.
9.2 Subscription Extension for Downtime
In the event of unplanned downtime due to circumstances beyond Xelari's control that significantly impacts your ability to use the Platform, Xelari will extend your subscription period by a reasonable time commensurate with the duration and impact of the downtime.
9.3 Support Services
Xelari will provide technical support services in accordance with its then-current support policies. Support policies may vary based on your subscription level.
10. DISCLAIMERS AND LIMITATIONS OF LIABILITY
10.1 Disclaimer of Warranties
THE PLATFORM AND ALL CONTENT AND SERVICES AVAILABLE THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
10.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL XELARI BE LIABLE FOR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. TOTAL LIABILITY IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO XELARI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, OR ONE HUNDRED DOLLARS ($100) IF NO PAYMENTS HAVE BEEN MADE.
10.3 User Responsibility
YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE PLATFORM AND ANY XELAMERS CREATED. XELARI BEARS NO RESPONSIBILITY FOR ANY DOWNSTREAM USE OF RESULTS IN CONNECTION WITH GOF RESEARCH, BIOSECURITY RISKS, OR VIOLATIONS OF APPLICABLE LAWS.
11. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Xelari, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses arising from:
- (a) your use of the Platform;
- (b) your violation of these Terms;
- (c) your violation of any third party right;
- (d) any claim that your use of the Platform, including any XELAMER created through the Platform, caused damage to a third party;
- (e) any regulatory violations or legal liabilities arising from your use of XELAMERs;
- (f) any involvement in GOF research or biosecurity violations.
12. TERM AND TERMINATION
12.1 Term
These Terms will remain in full force and effect while you use the Platform.
12.2 Termination by You
You may terminate your account at any time.
12.3 Termination by Xelari
Xelari may terminate or suspend your access, with or without notice, for conduct violating these Terms or posing biosecurity risks, including involvement in GOF research.
12.4 Effect of Termination
Upon termination, your right to use the Platform ceases immediately. Xelari may delete or archive your Content.
13. PRIVACY AND DATA PROTECTION
Your use of the Platform is governed by our Privacy Policy at https://xelari.com/privacy.
Xelari complies with applicable international data protection laws, including GDPR and CCPA, and implements technical and organizational measures to protect your data.
14. DISPUTE RESOLUTION
These Terms are governed by the laws of the State of Delaware. Any dispute will be resolved by binding arbitration, except where equitable relief is sought to prevent IP infringement.
15. MISCELLANEOUS
15.1 Entire Agreement – These Terms are the entire agreement between you and Xelari.
15.2 Waiver – Failure to enforce any right is not a waiver.
15.3 Severability – If any provision is invalid, the rest remains enforceable.
15.4 Assignment – You may not assign these Terms without consent; Xelari may assign freely.
15.5 Force Majeure – Xelari is not liable for events beyond its control.
15.6 Notices – Provided via email or posted on the Platform.
15.7 Language – English version prevails
15.8 Independent Contractors – Parties are independent contractors.
15.9 Export Control – You agree not to export, re-export, or transfer any outputs from the Platform for use in prohibited GOF research, biosecurity violations, or in breach of pathogen-related export controls.
Contact information
Xelari Inc.
8 The Green, Suite B
Dover, DE 19901
Для пользователей из Российской Федерации:
ООО “Кселари”
ОГРН 1247700813690
123112, Москва, Пресненская набережная 12, 10/45
Email: