Terms and Conditions

Effective Date: October 10th, 2025

These Terms and Conditions (“Terms”) govern your access and use of the website Delve Bio | Know More Unknowns and such other websites (“Website”) of Delve Bio, Inc. (“Delve Bio”). These Terms are a binding agreement between us and apply to all users of the Website, including, without limitation, browsers and customers. The terms “we”, “us”, and “our” refer to Delve Bio.

PLEASE READ THESE TERMS IN CONJUNCTION WITH OUR PRIVACY POLICY AND COOKIE POLICY BEFORE ACCESSING OR USING OUR WEBSITE.

BY ACCESSING OR USING ANY PART OF THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS, THE PRIVACY POLICY, AND THE COOKIE POLICY. If you are acting on behalf of your employer or another entity (referred to as “Company” and included in use of “you”), you represent and warrant that you are authorized to bind such employer or entity to these Terms).

BY PURCHASING SERVICES FROM DELVE BIO, YOU AGREE TO THESE TERMS, THE PRIVACY POLICY, COOKIE POLICY, AND DELVE BIO’S AGREEMENT (“AGREEMENT”) APPLY EXCEPT TO THE EXTENT THERE IS AN APPLICABLE SIGNED AGREEMENT IN EFFECT BETWEEN YOU AND DELVE BIO. If you do not understand or agree with this Privacy Policy or our Terms and Conditions or our Cookie Policy, please do not use the Website or our Services or submit your Personal Information to us.

Who are we?

Delve Bio is a metagenomic next-generation sequencing (mNGS) company that empowers laboratories and clinicians with the insights they need to confidently diagnose routine and rare infectious diseases, thereby minimizing the impact of harmful pathogens on humanity. By leveraging its unbiased, pathogen-agnostic mNGS platform, Delve Bio is able to identify a wide range of pathogens with a single test.

1. Content and Intellectual Property Rights.

This Website uses Content, e.g., text, information, images, scoring, video, and audio, which is owned by Delve Bio or licensed from third parties; all of which is protected by U.S. and international copyright laws. You may create a bookmark in your browser to the home page of this Website. You may not otherwise download, display, reproduce, modify or create a derivative work of, transmit, sell, distribute or in any way exploit the Content or link the Content to any other Website, including scoring, unless we first agree in writing. You agree not to use any trademarks, service marks, names, logos, or other identifiers of Delve Bio without our prior written permission. All rights not expressly granted in these Terms are reserved to Delve Bio, Inc. No other rights or licenses, whether express, implied, arising by estoppel, or otherwise, are conveyed or intended by these Terms.

Unauthorized or unapproved use of any Content constitutes copyright infringement, which subjects you to civil and criminal penalties under United States and international laws and treaties.

2. Using our Website.
  1. You may freely browse the Website for your non-commercial, personal, and informational purposes to learn about our business, products, and services. You are not permitted to:
    1. Download, distribute, modify, transmit, copy, reuse, repost, or use information from the Website, including, for example, text, images, audio or video, trademarks, service marks, name, logos, or other identifiers of Delve Bio (“Content”) for any other purposes.
    2. Engage in any data mining or scraping on the Website.
    3. Attempt to interfere with or disrupt the Website or otherwise access the Website or use the Content in violation of these Terms or any Applicable Laws (as defined below). You acknowledge that the Content is of United States origin, is provided subject to the U.S. Export Administration Regulations, may be subject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited.
    4. You represent, warrant and covenant that (a) you are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (c) you will not permit the Content to be used for any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
  2. You may purchase Services from Delve Bio by placing an Order via the Delve Bio Portal. Services consist of Delve Bio performing the assay (“Assay”) of the samples you provide to Delve Bio (“Samples”) in accordance with and subject to Section 5 of these Terms.
3. Digital Millennium Copyright Act

If you are a copyright owner or an agent of a copyright owner, and you believe that any Content on our Website infringes your copyright(s), then you may submit a notification pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA”) by providing our Designated Copyright Agent with the following information in writing (“Notice”). “Infringement” means the unauthorized or not permitted use of copyrighted material or other intellectual property rights.

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Website are covered by a single notification, a representative list of such works at that Website.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Delve Bio to locate the material.
  • Information reasonably sufficient to permit Delve Bio to contact the Complainant, such as an address, telephone number, and, if available, an electronic mail address at which the Complainant may be contacted.
  • A statement that the Complainant has a good faith belief that use of the material in the manner complained of is not authorized by the Complainant, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the Complainant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The above information must be included in the Notice and submitted to our Designated Copyright Agent by mail and email to the following addresses:

Delve Bio, Inc.
Attention: DMCA agent
771 Harrison Avenue,
Unit 303,
Boston, MA 02118 U.S.A.

When we receive a Notice, we will remove the identified material promptly. We will promptly take reasonable steps to inform the user who posted the allegedly infringing material (the “alleged infringer”) of the Notice and subsequent removal. The alleged infringer may then provide us with a counter-notice (“Counter-Notice”) that the initial infringement notice was erroneous. Such a Counter-Notice must be in writing and must include:

  • A physical or electronic signature of the alleged infringer;
  • Identification of the material removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that the alleged infringer has a good-faith belief that the material was removed or access to it disabled as a result of an error;
  • The alleged infringer’s name, address, and telephone number; and,
  • A statement of consent to jurisdiction in federal district court and that the alleged infringer consents to service of process from the complaining party or its agent.

Upon receipt of a Counter-Notice, we will notify you of the Counter-Notice and restore the material within 10 to 14 business days of receipt of the Counter-Notice unless you inform us that you have filed an action seeking a court order to restrain the allegedly infringing party from engaging in infringing activity relating to the material on our Site.

Please note that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid, and any removal requests may not be acted upon. Please also note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

4. Advertisements and Links to Other Websites

This Website may contain advertisements placed by or on behalf of third parties or links to third party Websites. These links connect you with other Websites which are maintained by other parties over which Delve Bio has no control. These links are provided only as a convenience to you. We do not control and are not responsible for the availability, accuracy, privacy policy, or currency of such third-party Websites, information, content, products, or services accessible from such third-party sites.

5. Services
  1. Your Account.
    1. Right of Use. Delve Bio grants you a personal, non-exclusive, non-transferable, revocable, limited right (without the right to sublicense) to access and use the Services solely for submitting an Order, accessing the Reports (unless made available by other means) and for customer support. You agree that you will not, in addition to the other stated restrictions and limitations, use the Services in any manner that exceeds the scope of this right of use.
    2. Creating an Account.  To create the Account, you will provide Delve Bio with the following information: the full legal name of your Company and for each Authorized User (as defined below):  first and last names, business  email addresses and phone numbers. Once validated, Delve Bio will create your Company Account. You will select a password unique to you for your access and use of the Website including inputting your data for Order(s) and, when available, downloading and printing Reports (as defined below).
    3. Authorized Users. Only those employees and contractors  who have the right, authority, and capacity to agree to these Terms by the Company,  who are bound to these Terms and for whom you remain primarily liable and responsible are permitted to access and use the Services  (“Authorized Users”).  Authorized Users will not share Account access information. You are responsible for notifying Delve Bio when adding or deleting an Authorized User.
    4. Obligations. You are solely responsible and liable for maintaining the confidentiality of your Account information.  Delve Bio has no liability with regard to the unauthorized use of Account information including log-ins and passwords. You agree to notify Delve Bio immediately if you have any reason to believe that the security of your Account has been compromised. You are solely responsible and liable for all amounts incurred and damages resulting as a consequence of the use of your Account. You will assist, at your sole cost and expense, in the investigation and remediation and required notice or reporting of all such incidents.
  2. Assay.  From time to time, Delve Bio will perform the assay (“Assay”) of the samples you provide to Delve Bio (“Samples”).  Delve Bio will make the processed results of the Assay available in a Clinical Report (“Report”) as described more fully in your Order. You hereby grant Delve Bio the non-exclusive, irrevocable, perpetual, transferable, assignable right to use the Samples as needed to perform the Assay, to provide the Report(s) and to dispose of any remaining Samples or to retain remaining Samples for  its internal business purpose.
  3. Orders.  All Orders for Services will be submitted to Delve Bio using the form posted at the Delve Bio Portal. Delve Bio will notify you by email that your Order is accepted or by shipping the Sample Transfer Tubes.   Orders are binding and cannot be cancelled or modified once accepted by Delve Bio by written acknowledgement or shipment of Sample Transfer Tubes.
  4. Sample Collection. Delve Bio will provide to you Sample transfer tubes with stabilization buffer that stabilizes the nucleic acid and deactivates the potential pathogen in the Sample (“Sample Transfer Tubes”) for free only to be used for Sample transfer, submission and Assay in accordance with these Terms.  You will collect Samples subject to and in accordance with Applicable Laws and best industry standards.  Sample Transfer Tubes are shipped within the United States, FOB Delve Bio origin (Incoterms 2025), and to international locations, EX Works (Incoterms 2025). “Applicable Law” means  all applicable laws, regulations, rules, directives and orders of any governmental or regulatory body including but not limited to: (i) data privacy (e.g. HIPAA) and security laws; (ii) transportation and export control laws; and (iii) any other laws, regulations, or orders that govern the parties’ activities, including those related to trade, finance, and intellectual property and all Delve Bio instructions, guidance and policies. You are responsible for all Sample Transfer Tubes damaged or lost in transit. You will promptly notify Delve Bio of damaged or lost Sample Transfer Tubes. Delve Bio will work with you to file and collect on claims.
  5. Sample Submission.  You will package and ship the Samples to Delve Bio, within the United States,  FOB Delve Bio destination (Incoterms 2025) and, from international locations, DDP Delve Bio destination (Incoterms 2025), at your cost, ensuring: (a) safe delivery of the Samples to Delve Bio; and, (b) compliance with all Applicable Laws and best industry practices. You are responsible for all packages damaged or lost in transit. Delve Bio will work with you to file and collect on claims.  A Sample is “received” by Delve Bio on the date we confirm receipt of the Sample submitted in accordance with our instructions, current policies and procedures. Acceptance means, by way of example and not exclusion, the Samples have been submitted properly, you have made the appropriate arrangements for payment and you are otherwise not in breach of any of your obligations to Delve Bio.
  6. Other Restrictions on Use of Services.
    1. In addition to the restrictions in Section 2.A of these Terms, in using the Services, you will not, and you will not permit anyone else to, directly or indirectly, to access and use the Services only as expressly permitted by these Terms, in accordance with Applicable Law and to:
      • Rent, lease, sub-license, copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble, make error corrections, or create derivative works based on the whole or any part of the Services or for any commercial purpose;
      • Remove Delve Bio’s or any other user’s trademark, copyright notice, watermark, or any other proprietary notice;
      • Send unsolicited or unauthorized advertising or commercial communications, such as spam or send, post, or otherwise communicate any content that is offensive, indecent, threatening, abusive, insulting, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, or is racially, ethically, or otherwise objectionable;
      • Violate or infringe a third party’s right of publicity, privacy, copyright, trademark, or other confidential, proprietary or intellectual property rights;
      • Transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems, or provide access to any system, data, or personal information;
      • Impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
      • Create multiple accounts through the Services or misrepresent your identity or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services;
      • Access the Services or content to build a similar or competitive website, product, or service; or,
      • Obtain or attempt to obtain unauthorized access to such parts of the Services or Services, or to any other protected information, through any means not intentionally made available by us for your specific use.
    2. We retain the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting violators.
  7. Prices.  Prices are in U.S. dollars and are adjusted by Delve Bio on 60 days advance written notice or as stated in a Delver Bio proposal or quote. Prices do not include taxes, tariffs, duties, insurance, shipping or other fees or charges required for the transportation, use or sale of the Sample Transfer Tubes or for the Assay (“Taxes and Fees”). Customer will reimburse Delve Bio for all such Taxes and Fees as invoiced unless and to the extent Customer is exempt from paying such Taxes and Fees by providing satisfactory evidence thereof to Delve Bio.
  8. Payment. All amounts are due and payable in advance or, in its discretion as confirmed in writing with you, Delve Bio may agree to payment terms of net 30 days from the date of the invoice. All payments are due and payable without set-off or deduction and are non-refundable. All payments will be remitted electronically in accordance with Delve Bio’s instructions. Late payments accrue simple interest at the rate of 2% per month or the maximum permitted by law until all outstanding amounts are paid in full.  Payment terms may be adjusted based on credit approval or compliance with this provision. Customer will pay all costs of collection of unpaid invoices, including reasonable attorneys’ fees and court costs.
  9. Ownership
    1. By Customer. You retain all right, title and interest in and to the Samples, your Data, your Confidential Information and Report(s). “Data” means the data you use and/or provide to Delve Bio to perform  the Assay excluding Delve Bio Data. You grant to Delve Bio the perpetual, irrevocable, transferable, assignable right to access and use your Data to perform the Assay and to monitor and improve the Assay, products and services. You ensure the accuracy, quality, integrity, legality, reliability, and appropriateness of your Data. Delve Bio will maintain commercially appropriate administrative, physical, and technical safeguards to protect your Data.
    2. By Delve Bio. Delve Bio (its licensors and suppliers) retain all right, title and interest in and to all Sample Transfer Tubes, packaging, Delve Bio Data and the Assay, Delve Bio Confidential Information, feedback, samples (excluding Samples) and, all modifications, alterations and derivatives thereof, and all Intellectual Property Rights therein. “Delve Bio Data” includes, for example, all data provided to and used by Delve Bio in conjunction with the Assay, all raw data, outputs and results from the Assay, all studies and reports pertaining to or resulting from the Assay thereto excluding Customer Data. “Intellectual Property Rights” means all intellectual property or proprietary rights, including but not limited to copyright rights, moral rights, trademarks (including logos, slogans, trade names, service marks), patent rights (including patent applications and disclosures), know-how, inventions, rights of priority,  trade secret rights and in and to consumables and reagents, recognized in any country or jurisdiction in the world, all copies, upgrades, updates, alterations, modifications and derivatives thereof.
  10. Representations and Warranties
    1. Assay. Delve Bio represents and warrants the Assay will materially conform to the specifications in the Documentation. The quality of the Report depends on compliance with Sections 5.C and 5.D. Customer will notify Delve Bio in writing detailing the material non-conformities of the  Report within 7 days of such Report being made available to Customer; in response to which, Delve Bio will reperform the Assay or may elect to terminate the Order as to the non-conforming Assay as Customer’s sole remedy and Delve Bio’s sole obligation hereunder. “Documentation” means the technical specifications set forth in Delve Bio’s documentation made generally commercially available to its customers excluding marketing collateral.
    2. Samples. Customer represents, warrants and covenants to Delve Bio: (a) it has all rights and required consents and authorizations to provide the Samples to Delve Bio for use as contemplated by this Agreement; (b) the Samples do not infringe a third party’s intellectual or proprietary rights or violate privacy or confidentiality obligations of any third party; (c) it will only provide de-identified, anonymized Samples to Delve Bio so that the Sample cannot be associated with a data subject and no Personal Data (including Protected Health Information) as defined by Applicable Law is, will or can be disclosed; (d) it will not separate the Sample Transfer Tubes into component parts other than as provided by Delve Bio to Customer; or, (e) reverse engineer or attempt to discover underlying ideas or algorithms of the Reagents including in the Sample Transfer Tubes or use the Sample Transfer Tubes except in strict compliance with this Agreement, the Documentation and Delve Bio’s instructions and guidance.
    3. Additional Warranties: You represent and warrant:  (a) you are organized and validly existing under the laws of the state of its incorporation and have full corporate power and authority to enter into this Agreement and to carry out the provisions hereof; (b) you are duly authorized to submit an Order and ensure timely payment of all amounts due and payable to Delve Bio and to otherwise perform your obligations hereunder; (c) these Terms are a legal and valid obligation binding on you and  enforceable;  and, (d) you will comply with all Applicable Laws.
  11. Confidentiality
    1. Definition. “Confidential Information” means non-public information, in any form or format, marked confidential or identified as Confidential Information at the time of disclosure or the nature of the information and the manner of disclosure are such that a reasonable person would understand the information to be confidential or proprietary to the disclosing party.
    2. Use of Confidential Information. Recipient will use commercially reasonable efforts to maintain the confidentiality of the discloser’s Confidential Information. Recipient agrees to use disclosing party’s Confidential Information only for purposes consistent with this Agreement. Recipient will notify disclosing party promptly of any unauthorized use or disclosure of Confidential Information and will assist in the investigation, remediation or required reporting and notification. Confidential Information may be disclosed and used by recipient’s employees, contractors, professional advisors and third parties having a need to know and who are under a similar obligation of confidentiality.
    3. Exceptions. Information is excluded if it is: (a) at the time of disclosure, already known to the recipient without restriction; (b) in the public domain through no fault, act or omission of the recipient; (c) subsequently disclosed to the recipient by a third party whose receipt and disclosure of such information does not constitute a violation of any confidentiality obligation; (d) independently developed by or for the recipient by those having no access to or knowledge of the Confidential Information; or (e) required to be disclosed by law or governmental regulation; in which case, except to the extent restricted, the recipient will notify the disclosing party promptly to allow disclosing party to seek to quash or otherwise limit or protect the disclosure of the Confidential Information.
    4. Personal Data. Customer will not disclose any Personal Data to Delve Bio so any discussion of the parties of the Report will be analytical and data driven with Delve Bio’s bioinformatics personnel and will not include the identity of any patients or any particulars pertaining to the diagnosis or treatment of any patients as the Report is provided subject to Section 5 except as stated in the Order or as the parties first agree in writing.
  12. General
    1. Cumulative Remedies. Injunctive Relief. Delve Bio has all other rights and remedies provided at law, in equity, and all Delve Bio’ rights and remedies shall be cumulative and none shall be considered Delve Bio’ exclusive remedy except as expressly stated in these Terms. If a breach or threatened breach of these Terms  will cause a party irreparable damage for which it may have no adequate remedy at law, such party is entitled to seek injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
    2. Severance. Waiver. If any provision of these Terms is held to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that these Terms otherwise remain in full force and effect and enforceable. The failure of a party to enforce its rights hereunder will not be construed as a waiver of such rights.
    3. Assignment. Third Party Beneficiaries. You may not assign these Terms, any rights or licenses granted in these Terms, or the operation of your Account to others without our prior written consent. We may assign these Terms without your consent or any other restriction. These Terms are binding on successors and assigns. There are no third party beneficiaries to these Terms.
    4. Independent. The parties are independent of each other. These Terms do not establish a partnership, joint venture or other agency relationship between you and Delve Bio.
    5. Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations, other than any obligations to make payments hereunder, due to causes beyond its reasonable control.
    6. Entire Agreement. These Terms and all Orders and other documents referencing these Terms comprise the entire agreement between  you and Delve Bio with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). Any modification to these Terms will be in writing, signed by the parties to be effective. No oral or written information or advice given by Delve Bio will create a warranty or in any way increase the scope of the warranties in these Terms.
6. Disclaimers
    1. EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT ON THE WEBSITE, THE SAMPLE TRANSFER TUBES AND THE REPORTS ARE PROVIDED AND THE ASSAY PERFORMED ON AN AS-IS BASIS WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OR THOSE ARISING BY LAW, STATUTE, REGULATIONS, STANDARDS, USAGE OF TRADE, OR COURSE OF DEALING (“DISCLAIMED WARRANTIES”). DELVE BIO, ITS SUPPLIERS AND LICENSORS, DO NOT WARRANT THAT THE CONTENT, SAMPLE TRANSFER TUBES, SERVICES, ASSAY OR REPORT WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, AVAILABLE, UN-INTERRUPTED, RELIABLE, COMPLETE OR ERROR FREE or that the Services will be compatible with or interoperate with your devices, hardware, software, networks or systems.
    2. YOUR RELIANCE ON THE REPORT IS SOLELY AT YOUR OWN RISK. DELVE BIO OR THE SERVICES DO NOT PROVIDE MEDICAL ADVICE, AND DELVE BIO DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC PRODUCTS, THERAPIES, TESTS, PHYSICIANS, OR OPINIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING IF THE ASSAY AND/OR REPORT MEETS YOUR REQUIREMENTS AND FOR USING THE SAMPLE TRANSFER TUBES AND REPORT IN ACCORDANCE WITH THIS AGREEMENT.
    3. Reports Resulting from Trial or Evaluation of Services. Service and Reports provided to you for free or resulting from use of the Service on a trial or evaluation basis are provided on an as-is basis without any express or implied warranties, indemnities or liabilities for any damages of any kind for any claim or cause of action including but not limited to
    4. Delve Bio, its suppliers, lessors and licensors are not an insurer of your business and the limited warranties do not apply to defects or nonconformities caused by improper use or collection or submission of the Sample. YOU ACKNOWLEDGE AND AGREE THAT (A) THE SAMPLE TRANSFER TUBES, ASSAYS AND REPORT HAVE NOT BEEN AND WILL NOT BE APPROVED, CLEARED, OR LICENSED BY THE UNITED STATES FOOD AND DRUG ADMINISTRATION OR ANY OTHER REGULATORY ENTITY WHETHER FOREIGN OR DOMESTIC FOR ANY SPECIFIC INTENDED USE, WHETHER RESEARCH, COMMERCIAL, DIAGNOSTIC, OR OTHERWISE, AND (B) YOU ARE SOLELY RESPONSIBLE TO ENSURE YOU HAVE ALL REGULATORY APPROVALS THAT ARE NECESSARY FOR YOUR INTENDED USES OF THE REPORT.
    5. These disclaimers constitute an essential part of this Agreement.
7. Limitation of Liability.

TO THE MAXIMUM PERMITTED BY APPLICABLE LAW AND EXCLUDING LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW, DELVE BIO, ITS SUPPLIERS AND LICENSORS, ARE NOT LIABLE TO YOU, YOUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, AFFILIATES OR SUBSIDIARIES, UNDER ANY LEGAL OR EQUITABLE THEORY EVEN IF FORESEEABLE OR EVEN IF WE HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES FOR (A) LOSS, DAMAGE, CORRUPTION OR INACCURACY OF YOUR DATA OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (B) DAMAGES RESULTING FROM USE OF THE SAMPLE TRANSFER TUBES AND/OR REPORT OTHER THAN IN CONFORMANCE WITH THIS AGREEMENT; (C) ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO LOST REVENUES AND PROFITS, OR OTHER COMMERCIAL OR ECONOMIC; AND (D) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE AMOUNTS PAID AND PAYABLE HEREUNDER FOR THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE OR, IF GREATER, $1,000.00. The foregoing limits apply even if Delve Bio, its suppliers, lessors or licensors have been negligent or informed of the possibility of such damages and/or such damages are foreseeable.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THESE KINDS OF DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

The foregoing disclaimer of implied warranties or liabilities, including the scope and duration of such warranties and the extent of Delve Bio’s liabilities, will apply to the fullest extent permitted by law.

8. Foreign Access or Use

Although we operate internationally, Delve Bio is a corporation organized under the laws of the State of Delaware with offices at 771 Harrison Avenue, Unit 303, Boston, MA 02118 USA. The servers that host this Website are located in the United States, and any Personal Information you provide to us will be processed by Delve Bio in the United States.

9. Indemnification
  1. You will defend, indemnify and hold Delve Bio, its agents, subcontractors and service providers, harmless against any losses, expenses, costs or damages (including its reasonable attorneys’ fees, expert fees and other reasonable costs of litigation or arbitration) arising from, incurred as a result of, or in any manner related to your negligence, breach of these Terms or violation of any Applicable Law including, by way of example, export/import and privacy laws and regulations
  2. Delve Bio reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Delve Bio in the defense of such matter.
  3. In the event that you have a dispute with one or more other users, you hereby release Delve Bio, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Services.
10. Termination
  1. By You. You may terminate your Account by written notice to Delve Bio as stated in Section 14.
  2. By Delve Bio. Delve Bio, at any time, without notice or liability, may suspend or terminate your access and use of the Website or Content, in part or in whole, and/or your Account and the Services with or without cause. In addition, Delve Bio reserves the right to discontinue or make changes to the Website, Content and/or Services at any time.
  3. Effects of Termination. On termination: (a) these Terms and access to your Account will terminate no later than 45 days after our receipt of your termination notice; (b) Delve Bio will stop performing any Services for you; (c) all amounts will be due and payable; (d) you will no longer have access to your former Account; and, (e) recipient will return or destroy the discloser’s Confidential Information pursuant to the discloser’s instructions unless retained because of the recipient’s record retention policy, as required by Applicable Law or as commercially infeasible; in which case, the Confidential Information will be retained in accordance with these Terms. Sections of these Terms by their nature which survive termination will remain in full force and effect including Sections 1, 3, 5.B, 5.H, F, 5.I, 5.J, 5.K.2, 5.K.3, 5.L, 5.M, 6 – 9, 10.C, 11 – 14.
11. Governing Law. Arbitration. Attorneys’ Fees.
  1. The Terms are governed by the laws of the State of Massachusetts, exclusive of its rules governing choice of law and conflict of laws. Except for a claim for equitable relief, any dispute arising from or relating to the subject matter of these Terms that cannot be resolved thereby within a period of sixty (60) days after notice of a dispute has been given by one party hereunder to the other (the last day of such sixty (60) day period being herein referred to as the “Arbitration Date”), will be finally settled by arbitration in Boston, MA, using the English language in accordance with the Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by a single commercial arbitrator with substantial experience in resolving complex commercial contract disputes, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties cannot agree upon the identity of the arbitrator within fifteen (15) days following the Arbitration Date, then an arbitrator will be selected on an expedited basis in accordance with the Arbitration Rules and Procedures of JAMS. The parties may participate in arbitration in person or by video conference. The prevailing party in the arbitration will be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses). Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
12. English Language

The English version of these Terms governs, and any translation into another language is a courtesy. All disputes, claims, and causes of action (and related proceedings) will be communicated in English.

13. Changes to Our Terms, Website, Content or Services

We reserve the right to amend these Terms, the Website, Content and/or Services at any time, without notice and liability.   You are deemed to be aware of and bound by any changes to the foregoing upon their publication online or via the Services. In addition, your continued use of the Website, Content and/or Services after any such changes constitutes your acceptance of the new Terms. If you do not agree with these Terms, currently or as amended, do not use or access (or continue to access) the Website, Content and/or Services or discontinue immediately any use.

14. Contact Us

If you need to contact us, have any questions about these Terms, the practices of this Website, or your dealings with this Website, including any bugs or actual or potential threats to the security of our Website and protection of your personally identifiable information please contact us at support@delve.bio or 771 Harrison Avenue, Unit 303, Boston, MA 02118 U.S.A and Telephone Number: 844-221-7423.

 

Terms and Conditions Archive