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Terms and Conditions

LAST UPDATED: 26.06.2025

These Terms and Conditions govern the access and use of Molecule.xyz, Molecule.to, and any subdomains or related domains (collectively, the “Services”) operated by Molecule AG (“We”, "Us", or "Molecule”) including the use of and access to the Services, including without limitation using our Services (i) to mint, view, explore, and create IP Tokens, (ii) to use our tools, at your own discretion, to purchase, sell, or transfer IP Tokens for your own purposes, or (iii) to connect directly with others to purchase, sell, or transfer IP Tokens on public blockchains.

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“IP Tokens” in these Terms means tokens including intellectual property non-fungible tokens (“IP-NFTs”), fungible IP Tokens (“IPTs”) or related digital items implemented on a blockchain or other distributed ledger technology.

“User”, “you”, and “your”, as used in these Terms, means the user of the Services. If you use the Services on behalf of a third party, company, or other entity, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf.

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By accessing or using our Services, you agree to be bound by the following terms and conditions (the "Terms"). Please read them carefully before participating. If you do not agree with any of the provisions stated herein, do not use our Services.

1. Important Notice

Molecule is not a wallet provider, exchange, broker, financial institution, money services business, or creditor. Molecule does not have custody or control over the IP Tokens or blockchains you are interacting with and requires you to use a third-party wallet to use our Services and to engage in transactions on blockchains.

Molecule is not a party to any agreement between or among any users. 

Molecule makes no representations or warranties, express or implied, as to the validity, enforceability, ownership, or quality of any IP Tokens, including but not limited to any warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall Molecule be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of, or in connection with any IP Tokens created with Molecule Services. You bear full responsibility for verifying the identity, legitimacy, and authenticity of IP Tokens that you create using the Services, or that you purchase from third-party sellers using the Services.

2. Services

Molecule.xyz 

Molecule.xyz, Molecule.to, and their associated subdomains including Molecule Labs at labs.molecule.xyz (collectively, "Molecule Platform") comprise a decentralized platform dedicated to accelerating scientific research by facilitating the tokenization and trading of intellectual property (IP). Through the Molecule Platform, researchers can transform their IP into tokens, enabling governance of scientific innovation. Tokens empower researchers, patients, and other users to collectively support and promote translational science, aiming to reduce human suffering by advancing medical discoveries. 

Molecule Labs

Molecule Labs is a project‑management and data‑hub interface purpose‑built for research leads and token holders. Molecule Labs enables authorised project teams to: (i) upload research files, data sets, milestone reports, images and other content, (ii) publish time‑stamped updates that are surfaced on the corresponding IP‑token page, (iii) stream data through decentralised storage solutions and end‑to‑end‑encrypted storage for token‑gated or confidential updates, and (iv) communicate with token‑holder communities. 

3. Use of Services 

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To access our Services, you must use non-custodial wallet software (“Wallet Software”), which allows you to interact with public blockchains. You acknowledge that we do not provide, control, or maintain the Wallet Software. Your relationship with that non-custodial wallet provider is governed by the applicable terms of service (with respect to these Terms and Conditions and with respect to a third party wallet and the applicable terms of service of such third party).  We do not have custody or control over the contents of your wallet and have no ability to retrieve or transfer its contents. By connecting your wallet to our Services, you agree to be bound by these Terms and Conditions incorporated herein by reference.

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Molecule bears no responsibility for the security of your wallet or wallet credentials. You agree to immediately notify Molecule if you discover or otherwise suspect any security issues arising from the Services.

You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using or accessing the Services. By using the Services, you also represent and warrant that (i) you are not subject to any sanctions administered by an agency of any government, (ii) you are not owned or controlled, directly or indirectly, by any person or entity that is subject to any sanctions administered by an agency of the U.S. Government, or any other government, and (iii) none of your officers, managers, directors, shareholders or authorized representatives are subject to any sanctions.

We may from time to time in the future modify, add, or remove services, regardless of whether such services are specifically defined in these Terms and Conditions. We reserve the right to make such changes at our sole discretion with reasonable notice to users. 

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You acknowledge that using our services involves certain risks, including but not limited to the potential loss of your digital assets. You should conduct your own independent research and seek professional advice before using our services. We reserve the right to refuse or cancel your participation for any reason at its sole discretion.

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4. User-Generated Content and License 

You represent and warrant that you have (and will maintain) all rights necessary to upload or transmit any project content or other user‑generated content (“UGC”) through the Services, and that such content: (i) does not violate applicable law, (ii) does not infringe any third‑party rights, (iii) does not contain confidential information that you are not authorised to disclose, and (iv) complies with all applicable intellectual property and data protection laws. You agree to indemnify and hold Molecule harmless from any claims, damages, or expenses arising from your breach of these warranties. 

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By submitting UGC through the Services you grant Molecule a worldwide, non‑exclusive, royalty‑free licence (with the right to sublicense) to store, reproduce, display, perform, modify (for formatting or technical purposes only), distribute, and otherwise make your UGC available via the Services and any downstream interfaces that surface on‑chain project data. You retain all ownership of, and responsibility for, your UGC. 

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We may remove or disable access to any UGC at our sole discretion and without liability if we believe it violates these Terms, poses risk to Molecule, other users, or third parties, or may subject us to liability. We will make commercially reasonable efforts to remove such content where technically feasible.

5. Eligibility

By accessing and using our Services you represent and warrant to us that:

  • You are at least 18 years old, or the legal age in your jurisdiction, with no legal impediment or incapability, capable of using the services and participating in any token distribution. 
  • You have read and understood the risks of using the Services, and that you are solely responsible for your actions.
  • You are acting on your own account as principal and not as trustee, agent or otherwise on behalf of any other persons or entities.
  • You have had the opportunity to take legal, financial, accounting or other advice that you deem appropriate prior to using the Services.
  • You will only use the Services with legally obtained digital assets that belong to you, and with full legal and beneficial title to any such assets.
  • Your access to the Services may be restricted based on your jurisdiction or geographical location. You must not use the Services if you are located in or a citizen or resident of any state, country, territory or other jurisdiction in which use of the Services would be illegal or otherwise violate any applicable law (a "Restricted Territory"). We reserve the right to restrict access to any Restricted Territory and may implement technical controls to prevent access to the Services from any Restricted Territory, including, but not limited to, Algeria, Bangladesh, Bolivia, Belarus, Myanmar (Burma), Côte d’Ivoire (Ivory Coast), Egypt, Republic of  Crimea, Cuba, Democratic Republic of the Congo, Iran, Iraq, Liberia, Libya, Mali, Morocco, Nepal, North Korea, Kuwait, Oman, Qatar, Somalia, Sudan, Syria, Tunisia, United Kingdom, United States, Venezuela, Yemen, Zimbabwe, or any jurisdictions in which the sale of cryptocurrencies are prohibited, restricted or unauthorized in any form or manner whether in full or in part under the laws, regulatory requirements or rules in such jurisdiction; or any state, country, or region that is subject to sanctions enforced by the United States, such as the Specially Designated Nationals and Blocked Persons List (“SDN List”) and Consolidated Sanctions List (“Non-SDN Lists”), the United Kingdom, or the European Union (collectively, “Restricted Territories”);
  • You are not a resident of any restricted territory and have not used any technical means including any virtual private network (VPN) or other means to disguise or manipulate your geographical location to access the Services from a restricted territory; and
  • You represent that your access and use of the Services will fully comply with all applicable laws and regulations, and that you will not access or use the Services to conduct, promote, or otherwise facilitate any illegal activity.
6. Fees, Access & Features

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  • While access to our Services is free of charge at this stage, although certain interactions and transactions incur a fee. 
  • Third-party network fees may be incurred. 
  • By using our Services, you agree to said fees, whoever the receiving entity may be. You acknowledge and agree that the level of the transaction costs may be increased, decreased, or otherwise altered, without notice and at our sole discretion. We take no responsibility for the existence or level of third-party network fees.
  • You are responsible for making all necessary arrangements to interact (or continue to interact) with our Services.
  • You agree to ensure that all interactions with our Services via your wallet are performed in compliance with these Terms and Conditions.
  • You acknowledge and agree to abide by any features, mechanisms, rules and parameters in operation on our Services from time to time, and their consequences.
7. Risks and Representations

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By accessing and using the Services, you represent that you understand the financial and technical risks associated with using cryptographic and blockchain-based systems, including, to the extent that:

  • You understand that the markets for these digital assets are nascent and highly volatile due to risk factors including, but not limited to, adoption, speculation, technology, security, and regulation. 
  • You understand that anyone can create fake versions of existing tokens and tokens that falsely claim to represent projects, and acknowledge and accept the risk that you may mistakenly swap those or other tokens. 
  • You understand that smart contract transactions automatically execute and settle, and that blockchain-based transactions are irreversible when confirmed. 
  • You acknowledge and accept that the cost and speed of transacting with cryptographic and blockchain-based systems such as Ethereum are variable and may increase dramatically at any time. ​
  • You acknowledge that we are not responsible for any of these variables or risks, do not own or control the protocol, and cannot be held liable for any resulting losses that you experience while accessing or using the Services.
  • You understand and agree to assume full responsibility for all of the risks of accessing and using the Services.
  • You understand that we do not own or control any of the underlying software through which blockchain networks are formed. In general, the software underlying blockchain networks, including the Ethereum blockchain, is open source, such that anyone can use, copy, modify, and distribute it. 
  • By using the Services, you acknowledge and agree, that: 
    • We are not responsible for the operation of the blockchain-based software and networks underlying the Services;
    • that there exists no guarantee of the functionality, security, or availability of that software and networks; and 
    • The underlying blockchain-based networks are subject to sudden changes in operating rules, such as those commonly referred to as “forks,” which may materially affect the Services.
  • You understand that blockchain networks use public and private key cryptography. You alone are responsible for securing your private key(s). We do not have access to your private key(s). Losing control of your private key(s) will permanently and irreversibly deny you access to digital assets on the Ethereum blockchain or other blockchain based network. If your private key(s) are lost, then you will not be able to transfer your digital assets to any other blockchain address or wallet. If this occurs, then you will not be able to realize any value or utility from the digital assets that you may hold.
  • You understand that our services and your digital assets could be impacted by one or more regulatory inquiries or regulatory actions, which could impede or limit the ability to continue providing our services.
  • You acknowledge that the cost of transacting on the Ethereum blockchain is variable and may increase at any time causing impact to any activities taking place on the Ethereum blockchain, which may result in price fluctuations or increased costs when using the Services.
  • You use the Services at your own risk. You acknowledge that the Services are subject to flaws and that you are solely responsible for evaluating any code provided.
  • You acknowledge that the information available in the Services may not always be entirely accurate, complete, or current and may also include technical inaccuracies or typographical errors. To continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including information regarding our policies. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on or as part of the Services interface are your sole responsibility. No representation is made as to the accuracy, completeness, or appropriateness for any particular purpose of any information distributed via or otherwise when using the Services.
  • By using the Services, you represent and warrant that you have been, are, and will be solely responsible for making your independent appraisal and investigations into the risks of a given transaction and the underlying digital assets, including smart contracts. You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your evaluation of the merits and risks of any transaction conducted in connection with the Services or any digital asset.
  • You accept all consequences of using the Services, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in these Terms, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, your use of the Services for performing digital asset transactions, including entering into smart contracts.
  • You understand that you are responsible for all swaps you place, including any erroneous orders that may be filled. We do not take any action to resolve erroneous swaps that result from your errors.
  • You hereby acknowledge and agree that we will have no responsibility or liability for the risks set forth in this Section or inherent to the use of the Services.  
  • You hereby irrevocably waive, release, and discharge all claims, whether known or unknown to you, against us and our shareholders, members, directors, officers, employees, agents, and representatives, suppliers, and contractors related to any of the risks set forth in this Section or inherent to the use of the Services.  
  • You understand and acknowledge that before you use the Services, you should be familiar with any rules or laws relevant to the services provided. 
  • You should obtain independent advice about the different types of services available in both your home jurisdiction and other relevant jurisdictions before you start using the Services. If your country of residence imposes restrictions on digital assets, we may be required to discontinue your access to the Services . We may not be permitted to transfer digital assets or permit the transfer of digital assets as a consequence of a judicial or administrative order or regulatory environment. 
  • You are responsible for all taxes in respect of any gains obtained by using the Services. Before using our services you should understand the tax implications of acquiring, entering into, holding and disposing of a digital asset. You should consult your independent tax advisor to understand the relevant tax implications of your activities.
  • You understand that the use of the Services is exposed to regulatory and legal risk, and that the regulatory framework of digital assets may change or vary according to each jurisdiction. The effect of regulatory legal risk may affect the value of any digital asset. The laws of various jurisdictions may apply to digital assets listed in the Services. Applying these laws and regulations to digital assets is untested, and laws and regulations are subject to change without prior notice. As a result of regulation and legislation around digital assets, the Services may become or not be available in certain jurisdictions. 
  • You understand that our Services may facilitate peer-to-peer transactions, over which we have no means of administrative or other control.
  • You understand that we have no ability to recover lost credentials or restore lost access to the wallet you use to access our Services.
  • You understand that we will not be a party to or in any way oversee any transaction between you and any other user or third party.
8. Third Party Representations
  • The Services interface may contain references or links to third-party resources, including, but not limited to, information, materials, products, or services that we do not own or control. In addition, third parties may offer promotions related to your access and use of the Services. 
  • We do not endorse or assume responsibility for such resources or promotions. If you access any such resources or participate in such promotions, you do so at your own risk, and you understand that the Terms do not apply to your dealings or relationships with any third parties. 
  • You expressly relieve us of any liability arising from your use of any such resources or participation in any such promotions or marketing campaigns. 
9. Prohibited Activities

You agree not to engage in, or attempt to engage in, any of the following categories of prohibited activities in connection to your access and use of the Services:

  • Activities that infringe on or violate any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under any law or jurisdiction. 
  • Activities that seek to interfere with or compromise the integrity, security, or proper functioning of any computer, server, network, personal device, or other information technology system, including (but not limited to) the deployment of viruses and denial of service attacks.
  • Activities that seek to defraud us or any other person or entity, including (but not limited to) providing any false, inaccurate, or misleading information in order to unlawfully obtain the property of another.
  • Activities that violate any applicable law, rule, or regulation concerning the integrity of trading markets.
  • Activities that violate any applicable law, rule, or regulation concerning the trading of securities or derivatives, including (but not limited to) the unregistered offering of securities and the offering of leveraged and margin commodity products to retail customers in any applicable jurisdiction.
  • Activities that violate any applicable law, rule, or regulation concerning the transfer or export of goods and technologies that are subject to export controls and licensing in any applicable jurisdiction.
  • Activities that violate any applicable law, rule, or regulation in any jurisdiction, including (but not limited to) the restrictions and regulatory requirements.
10. Intellectual Property
  • We own all intellectual property and other rights associated with our services provided under these Services, including, but not limited to, software, text, images, trademarks, service marks, copyrights, patents, designs, Molecule Labs software, databases, algorithms, and any templates, schemas, analytics, or derivative works derived therefrom. Nothing in these Terms transfers any ownership rights to you. 
  • Any of our names, logos, and other marks used in the Services as a part of our services, are trademarks owned by us, our affiliates or its applicable licensors. You may not copy, imitate or use such trademarks without our, or the applicable licensor's prior written consent.
  • You acknowledge that certain aspects of our services may use, incorporate or link to certain open-source components and that your use of the services is subject to, and you will comply with, any applicable open-source licences that govern any such open-source components. 
  • We own all proprietary portions of the Services, including all technology, content and other materials used, displayed or provided in connection with the Services, including all intellectual property rights therein, except for (i) third-party software that our Services incorporate and (ii) components subject to open-source licenses, and hereby grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable licence to access and use those portions of the Services that are proprietary and not available pursuant to the open-source licences.
  • The services are non-custodial. When you deposit digital assets into any smart contract, you retain control over those digital assets at all times. The private key associated with the Ethereum address from which you transfer digital assets is the only private key that can control the digital assets you transfer into the smart contracts. You may withdraw digital assets from any smart contract only to the Ethereum address from which you deposited the digital assets.
  • All intellectual property rights, including but not limited to trademarks, logos, and content, Projects and associated materials, are owned by their respective owners. Project teams retain ownership of UGC subject to the licence in Section 2. You agree not to reproduce, distribute, or use any intellectual property without prior written consent from the respective owner. 
11. Privacy
  • While using the Services, we collect and process personal data as necessary to provide our services, including your blockchain wallet address, completed transaction hashes and token IDs, in accordance with applicable data protection laws including GDPR where applicable. 
  • We may also collect metadata related to your UGC for project uploads (e.g. file type, size, hash) 
  • To comply with AML and KYC regulations, you may be required to provide personal information and documentation. We reserve the right to conduct AML and KYC checks on participants and may refuse participation to anyone who fails to meet the required standards. We use the information we collect to detect, prevent, and mitigate financial crime and other illicit or harmful activities on the Services. For these purposes, we may share the information we collect with blockchain analytics providers. We share information with these service providers only as necessary to promote the safety, security, and integrity of the Services, subject to appropriate contractual safeguards and data protection requirements.​
  • We engage third-party service providers who may process your personal information as our data processors, subject to appropriate data protection agreements. These providers may also obtain your information from publicly-available sources. By accessing and using the Services, you acknowledge our data processing practices and those of our service providers as detailed in our Privacy Policy.
  • For more information about our data practices, please review our Privacy Policy at https://molecule.xyz/privacy-policy, which is incorporated into these Terms by reference.
12. Modification 
  • We reserve the right, in our sole discretion, from time to time, without prior notice, to modify, suspend or disable, temporarily or permanently, the Services in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident.
  • All modifications will be effective when they are posted, and your continued access or use of the Services will serve as confirmation of your acceptance of those modifications. If you do not agree with any modifications to this Agreement, you must immediately stop accessing and using the Services. It is your responsibility to review them periodically.
  • We will not be liable for any losses suffered resulting from any modification to the Services or from any suspension or termination, for any reason, of your access to all or any services of the Services, 
13. Disclaimers 
  • The Services are provided on an "as is" and "as available" basis, without any warranties or guarantees of any kind.
  • The Services does not endorse or provide investment advice The Services shall not be liable for any direct, indirect, incidental, consequential, or exemplary damages arising out of or in connection with your participation in the Services 
14. Indemnification

You will defend, indemnify, and hold us harmless our Affiliates, and its Affiliates' respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers and contractors (collectively, "Indemnified Parties") from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys' fees, arising out of or relating to: 

  • Your use of, or conduct in connection with, the Services; 
  • Blockchain assets associated with your blockchain address;
  • Any feedback or user content you provide to the Services if any; 
  • Your violation of these Terms; or 
  • Your infringement or misappropriation of the rights of any other person or entity.

If you are obliged to indemnify any Indemnified Party, we will have the right, in our sole discretion, to control any action or proceeding (including the right to select counsel of our choice) and to determine whether we wish to settle, and if so, on what terms. To the maximum extent permitted under applicable law, the Indemnified Parties disclaim all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement and disclaim all responsibility and liability for: 

  • The Services will be accurate, complete, current, reliable, uninterrupted, timely, secure, or error-free. Information (including, without limitation, the value or outcome of any transaction) available through the Services is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the Services information is at your own risk;
  • You expressly acknowledge that the Indemnified Parties are not liable for loss or damage caused by another user's conduct, unauthorised actors, or any unauthorised access to or use of the Services, including the Projects and its promoters; 
  • Viruses, worms, trojan horses, time bombs, cancelbots, spiders, malware or other types of malicious code that may be used to affect the functionality or operation of the Services 
15. Limitation of Liability 
  • Molecule will not be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, goodwill, profits or other business or financial benefit) arising out of or in connection with the Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or nonperformance of the Services, Projects listed therein or any Token exchange, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not we had been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder. 
  • This limitation of liability shall apply to the fullest extent permitted by law.
16. Release
  • You expressly agree that you assume all risks concerning your access to and use of the Services. Additionally, you expressly waive and release us from any liability, claims, causes of action, or damages arising from or in any way relating to your access to and use of the Services. 
  • These Terms will survive any termination of your access to the Services, regardless of the reasons for its expiration or termination, in addition to any other provision which by law or by its nature should survive.
17. Governing Law and Jurisdiction
  • These Terms shall be governed by and construed in accordance with the laws of Switzerland.
  • Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Zug, Switzerland. 

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