Ailurus general terms and conditions

Products and/or services provided by AILURUS LTD, on behalf of itself and its Affiliates (individually, and collectively, referred to in this Agreement as “us”, “we”, or “our” or “Ailurus”) to you ("Customer") are expressly conditioned on and shall be governed by, these general terms and conditions (these "Terms", or "Agreement"). Ailurus and Customer may each be referred to individually as "Party" and collectively as the "Parties". No additional of different terms contained in any other documents or correspondences between the Parties shall bind either Party or be construed to modify or amend these terms, and any such additional or different terms are hereby expressly excluded and will have no force or effect.
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1. Definition
“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where “control” is the ownership of at least fifty percent (50%) of the outstanding shares or securities (representing the right to vote for the election of directors or other managing authority).

2. Product orders and acceptance
These terms and the attached quote (purchased products, and/or the deliverables of such service, "Products") constitute the purchase contract of products and/or services ("Contract") between Parties. The attached quote shall only be valid for the time period stated therein (or if not so stated, for a period of thirty (30) days) after which such quote shall expire. Customer may accept the terms of the quote prior to its expiration, by issuing a purchase order to Ailurus by email ("Order"). The contract between Parties is established, once Ailurus accepts the order by confirming Customer's acceptance of the quote by email, or accepts the order by providing such Products enlisted in the quote by any means.

3. Product delivery and shipments
3.1. Ailurus will use commercially reasonable efforts to ship sufficient products in an adequate lead time. All Products will be shipped to the delivery address specified in the Order, or delivered by email. The lead times count from the the necessary materials provided by Customer (if there is any) are received by Ailurus, or after the contract is established (if no material is required from Customer). During the implementation, the delivery delay caused by force majeure such as transportation of goods, delayed communication response of Customer, holidays, disasters and so on, will not be calculated as within the cycle.
3.2. In the event that the service stops or slows down due to unknown technical difficulties, Ailurus has the right to postpone the date of delivery and will notify the Customer in time. In the event that Ailurus determines that it has failed to deliver the Products pursuant to an Order, Ailurus will provide Customer a report thereof and the corresponding Order shall thereupon be cancelled.
3.3. For any questions about the Products, the Customer may request to consult with Ailurus within one (1) month since the Products are delivered.
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4. Fee
The Customer shall pay Ailurus the price specified in each Order, and any other applicable fees or costs (collectively, the "Fees"), within thirty days of the date when Ailurus accepts the Order.In the event that Customer unilaterally terminates the contract, the order is not charged before it is started, or charged 50% amount of the Fee if it is already started. The invoice shall not be reissued or cancelled once issued. If Customer cancels the order after receiving the invoice, Customer shall pay an additional 15% of the tax, as the penalty for breach of contract.

5. Mutual Confidentiality
5.1. “Confidential Information” means all non-public proprietary or confidential information disclosed by a Disclosing Party to a Recipient in furtherance of the Purpose during the Term of this Agreement and relating to Disclosing Party’s business, in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “confidential,” and all notes, analyses, summaries, and other materials prepared by Recipient or any of its Representatives that contain, are based on, or otherwise reflect, to any degree, any of the foregoing, including the existence and terms of this Agreement. Confidential Information shall not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient’s or its Representatives’ breach of this Agreement; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third- party that was not legally or contractually restricted from disclosing such information; (c) Recipient establishes by documentary evidence, was in Recipient’s or its Representatives’ possession prior to Disclosing Party’s disclosure hereunder; or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without using any Confidential Information.
5.2. Exclusion: Confidential Information does not and will not include information that Recipient can demonstrate: (i) was in the public domain at the time it was communicated to Recipient by Discloser, or later enteredthepublic domain other than by Recipient’s breach of this Agreement; (ii) is or was rightfully received or known by Recipient without restriction on disclosure or any obligation of confidentiality; (iii) is or was independently developed by or for Recipient without using any of Discloser’s Confidential Information; (iv) is or was generally made available by Discloser without restriction on disclosure or obligation of confidentiality; or (v) Discloser gives written permission to Recipient to disclose.
5.3. Obligations of Recipient. Recipient shall (i) use the Confidential Information solely for the Purpose and, subject to this Agreement’s Section 4, shall not disclose such Confidential Information other than to its affiliates and its or their employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, service providers, sublicensees, subcontractors, attorneys, accountants, and financial advisors (collectively, “Representatives”) who: (a) need access to such Confidential Information for the Purpose; (b) are informed of its confidential nature; and (c) are bound by written confidentiality obligations no less protective of the Confidential Information than the terms of this Agreement; (ii) not disclose Confidential Information to any third party other than its Representatives without the prior written approval of Discloser, including but not limited to, any third party which is in a process to acquire the Recipient; (iii) maintain Confidential Information and protect it with at least the same degree of care that it uses to protect its own similar categories of confidential information, but no less than a reasonable degree of care; (iv) use Discloser’s Confidential Information only for the Purpose; (v) not reproduce Confidential Information in any form, except as required to accomplish the Purpose; (vi) not reverse engineer, decompile or disassemble any of Discloser’s Confidential Information; (vii) not use Confidential Information to make, have made or sell any products and/or services that compete with any of Discloser’s products and/or services; and (viii) provide Discloser with notice of any actual or threatened breach of this Agreement. The Recipient will remain liable for any unauthorized disclosure, misuse or breach of this Agreement by its Representatives.If Recipient or any of its Representatives is required by applicable law or a valid legal order to disclose any Confidential Information, Recipient shall notify Disclosing Party of such requirement so that Disclosing Party may seek, at Disclosing Party’s expense, a protective order or other remedy, and Recipient shall reasonably assist Disclosing Party therewith. If Recipient remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is legally required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment. Recipient will reasonably cooperate with Discloser in its efforts to protect against such disclosure.
5.4. Period of Confidentiality. Irrespective of any termination of this Agreement, Recipient’s duty to protect Discloser’s Confidential Information expires five (5) years after Confidential Information was disclosed.
5.5. No Other Licenses and Ownership. Except as expressly granted in this Agreement, no other license or right is granted to either party by implication, estoppel or otherwise. This Agreement does not provide for any transfer of title or ownership of either party’s owned or licensed intellectual property and Confidential Information is and will remain the sole and exclusive property of Discloser or its licensors.
5.5. Return of Confidential Information. At a Disclosing Party’s request, a Recipient shall promptly return to a Disclosing Party, or certify in writing that it has destroyed, all of a Disclosing Party’s Confidential Information in a Recipient’s and its Representatives’ possession; provided, however, that a Recipient may retain a Disclosing Party’s Confidential Information stored on Recipient’s IT backup, disaster-recovery or similar archival systems until its deletion in the ordinary course, subject to the terms and conditions of this Agreement.
5.6. Warranty Disclaimer. This Agreement creates no obligation in either Party to disclose any Confidential Information or to negotiate for, enter into, or otherwise pursue the Purpose. Disclosing Party makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information, and will have no liability to Recipient or any other person relating to Recipient’s use of any of the Confidential Information or arising from any errors therein or omissions therefrom.
5.7. Trade Compliance. Both parties agree to comply with all applicable export, import, trade and economic sanctions laws and regulations. These laws include restrictions on destinations, end-users and end-use.

6. Rights and Obligations
6.1. Intellectual property. After the full payment is made, Customer shall own the newly-generated intellectual property rights specified in each Order (if there is any), including the rights to academic papers, scientific research results, patent applications, and IP transfers, unless it is specified otherwise. Ailurus shall not be obligated to transfer any intellectual property rights that are not bound to specified Products in customer's Order. Except for the specification in each Order, Ailurus shall reserve the ownership, the right to use, and IP of other entities, intermediates, and virtual data generated during the accomplishment of such Order. Ailurus reserves the rights to use all the data produced by Ailurus, in subsequent research and development, including but not limited to using it to optimize existing products and/or services, and develop new products and/or services.
6.2. Storage. Ailurus shall store DNA molecules of the order for three (3) months for free after the shippment. Customer shall inform Ailurus of any extension of such storage, one (1) month prior to the disposal. Ailurus reserves the right to charge for the request of such extension.
6.3. Ailurus has full discretion and discretion to accept any orders, and this right shall not be affected by any other terms or conditions set forth in any other agreement. Ailurus shall not bear any risk or legal responsibility for the actual or possible competition between customers as well as any loss thereof.
6.4. As for the protection of personal information and privacy, both parties shall comply with the General Data Protection Regulation.
6.5. Customer shall guarantee that the order and any provided materials will not infringe the legal rights and interests of any third party. If any third party accuses Ailurus of infringement or violation through the products, Customer shall bear all the responsibilities and legal risks.
6.6. Unless expressly specified otherwise in the Order, the Products provided by Ailurus is for research use only. Unless expressly specified otherwise in the Order, Ailurus will not forward the Products to any governmental authority or other organization for regulatory scrutiny, and shall not verify or undertake to obtain approvals for its use for clinical, therapeutic or diagnostic purposes, their safety or efficacy, or any other specific use or application. Customer is solely responsible for using Ailurus' product in compliance with applicable laws, regulations and governmental policies. Customer shall obtain all approvals, intellectual property rights, licenses and authorizations that may be required. Customer will be solely responsible for determining that the Products are suitable for Customer's purposes.

7. GENERAL PROVISIONS. This Agreement is governed by the laws of United Kingdom without reference to any conflict of laws principles. This Agreement may not be assigned or otherwise transferred, in whole or in part, by operation of law or otherwise, by either Party without the other Party’s express prior written consent; provided, however, that either Party may assign this Agreement without such consent to its successor in interest in connection with any merger, consolidation, reorganization or sale of such Party or all or substantially all of its assets. No rule of strict construction or construing of ambiguities against a drafting Party will be applied in the interpretation or construction of this Agreement. Each Party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other Party at the address specified in the Order or Agreement. This Agreement is the final, complete, and exclusive agreement of the Parties and supersedes all prior or contemporaneous communications and understandings, oral or written, between the Parties with respect to the subject matter hereof. Twist’s offer to supply Products is expressly limited to the terms of the Agreement. No conflicting terms on purchase orders or invoices issued between the Parties with respect to the Products shall apply. No modification of or amendment to this Agreement will be effective unless in writing and signed by both Parties. Except as otherwise set forth in this Agreement, Customer shall not use Ailurus’s logos or trade names for publicity, marketing, or any other external communications without Ailurus’s prior written consent.