Terms of use
Rules that govern use of VUGENE’s online services
Effective: July 15, 2025
1. Scope of the Terms of Use
1.1. These Terms of Use (hereinafter – the “Terms”) set rules and conditions on which persons (hereinafter – “Clients”, “Client”, “you”) are entitled to access and use consulting services in the field of bioinformatic and computational biological research, analysis, interpretation of data (the Services), provided by us – VUGENE UAB or VUGENE LLC (dependent on territory where the Services are used as explained hereinafter) (hereinafter – “VUGENE”, “we” and “us”) online at vugene.com (the “Platform”).
1.2. By accessing or using the Services you will create a legally enforceable contract where you agree to be bound by all terms and conditions of these Terms without modification. You represent and warrant that you have full legal authority to accept these Terms under all applicable laws. If these Terms are considered an offer, acceptance is expressly limited to these Terms. Terms and conditions issued by Clients do not apply to the contractual relationship between VUGENE and the Client related to provision of Services. Any deviations or supplements to these Terms shall only apply if they have been expressly recognized by us in writing.
1.3. The Terms are standard, that is, prepared by us in advance for general multiple use, not harmonised with another party, and incontestably applicable to legal relations between Clients using the Services on the Platform and us. If you find these Terms unacceptable to you or incomprehensible in their entirety or in part, you are prohibited from accessing and/or using the Services. Your accessing or using the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.
1.4. These Terms are intended for B2B (business to business) legal relations only and not intended for and grant no right to any use of the Services by natural persons for their consumption purposes, i.e., purposes not related to their business, trade, crafts or profession. By accessing the Services you, as a natural person, confirm that you do so as not a consumer, that is, Services will be provided to you solely for the purposes related to your business, trade, crafts or profession.
1.5. These Terms do not apply to legal relationships related to a provision of the Services, arising and/or based on any written contract concluded between you and VUGENE, unless such the contract expressly states otherwise by direct reference to these Terms. In a case of inconsistency between these Terms and any separate written contract containing reference to these Terms, provisions of such separate contract shall prevail.
2. Definitions
2.1. The following capitalized definitions when used in these Terms shall have the following meanings:
1) An Account is a unique user profile created for you when you register on the Platform. It is associated with your chosen credentials (such as a username and password), which you use to log in to the Platform and identify yourself.
2) Intellectual Property Rights include all present and future copyright, all proprietary rights in relation to inventions (including patents), registered and unregistered trademarks, confidential information (including trade secrets and know how) registered designs, circuit layouts, and all other proprietary rights resulting from intellectual activity of the industrial, scientific, literary or artistic fields whether registered or not and whether capable of registration or not.
3) Services mean consulting services in the field of bioinformatic and computational biological research, analysis, interpretation of data, provided by us to you upon confirmation of acceptance of data you have uploaded into the Platform. The scope of Services is defined by data and description of your project which you upload into the Platform.
4) Software means computer program, which is our property, and which is created and developed for provision of the Services, including all its modifications and developments created in provision of the Services.
5) VUGENE is: (a) VUGENE, UAB, the private limited liability company incorporated under the laws of the Republic of Lithuania with its place of business at K. Donelaicio str. 62-1, LT-44248 Kaunas, Lithuania, entity code 305968370, VAT payer code LT100015651916 if the Services are used outside the territory of the United States of America; or (b) VUGENE LLC, a Delaware Corporation, having the following registered agent address at 8 The Green, Suite A, Dover, DE 19901, and mailing address of K. Donelaicio str. 62-1, LT-44248 Kaunas, Lithuania, if the Services are used in the territory of the United States of America.
6) Platform means our web application, websites, and any related content, features, or functions accessible through the vugene.com domain and its subdomains (including but not limiting to app.vugene.com).
2.2. Where required by the context, the definitions used in the singular form in these Terms shall be deemed to include their plural form and vice versa.
3. Access to the Services
3.1. To use the Services, you must use your Account on the Platform.
3.2. To access your Account, you can authenticate using one of the following methods:
1) Password Authentication: When you create an account directly on our Platform, you will be identified by the email address and password you provide during registration. You can change your password at any time by following the instructions on the Platform.
2) Third-Party Authentication: You may also register and log in using an account from a supported third-party service (e.g., Google, Apple, Facebook). When you use this option, you authorize us to receive your profile information from the provider for account creation and identification. We do not receive or store the password for your third-party account.
3.3. Your Account is linked to the email address provided by you or by your chosen third-party provider. This email address serves as your primary identifier, remains valid for the entire duration of your Account, and cannot be changed.
3.4. You must ensure the secrecy of your Account and its login information. We assume no responsibility for any actions on the Platform not initiated by you and any consequences of them if such actions have been taken and confirmed after logging into the Platform with your email address and password. All the risk regarding the actions indicated in this paragraph falls on you. You must immediately notify us of any misuse or unauthorized use of your Account or Account data. We reserve the right to temporarily block the Client’s access to the Platform and prevent the Client from using Services if we reasonably believe there are signs of misuse of the Account data.
3.5. Actions and procedures for registration (Account creation) and logging onto the Platform are specified in detail on the Platform.
3.6. We shall inform you about confirmation of acceptance of data uploaded by you for provision of the Services by providing appropriate notification by email or changing the status of relevant data upload form on the Platform to “confirmed”. We reserve the right to exercise our own discretion in accepting or rejecting your assignment for the Services. The scope(s) of Services may not be amended, increased or reduced without the approval by us.
4. Performance of Services. Our obligations and rights
4.1. We shall start provision of the Services upon confirmation of acceptance (suitability) of the data you upload into the Platform.
4.2. We shall perform the Services in accordance with the highest standards of professional and ethical competence and integrity in our industry, having due regard for the nature and purposes of you and to ensure that our employees and any other persons acting on our behalf in the performance of the Services will conduct themselves in a manner consistent with therewith. However, we shall not in any way warrant or guarantee the achievement of your purposes, directly stated or implied when uploading your data into the Platform.
4.3. Both you and us shall at all times cooperate with each other in the interests of your purposes for which the Services shall be provided.
4.4. We shall perform the Services as an independent contractor. Our employees, subcontractors and any other persons acting on our behalf in the performance of the Services shall not act as your agents or employees. You are allowed and encouraged to provide us with instructions related to purposes you expect to achieve, however you shall not at all times interfere with methods and ways of performance of the Services as well as with our internal organization of fulfilment of our obligations.
4.5. We reserve the right to involve in our own discretion and without any additional your consent third persons (subcontractors) for the performance of the Services staying fully responsible before you for the fulfilment of your assignment.
4.6. We shall respect and abide by all applicable laws and regulations of the Republic of Lithuania. Should performance of the Services be regulated by laws of your jurisdiction, you undertake to properly instruct us on all applicable legal requirements and agree with us in writing on compliance of the Services with such applicable legal regulations.
4.7. Should we determine that any of your instructions conflict with applicable laws or professional ethics, we will notify you and reserve the right to suspend the provision of Services until you provide revised, compliant instructions. Failure to provide such instructions in a timely manner may result in the termination of the Services.
4.8. You must maintain secure backups of all data provided for the Services, as our analytical processes may alter or destroy it. You agree that any data you submit is a working copy, and we are not responsible for its loss or damage. We shall not be liable for any consequences arising from the loss or corruption of your data.
5. Third party websites and services
5.1. The Services may contain links or connections to third party websites or services that are not owned or controlled by us. When you access third party websites or use third party services, you accept that there are risks in doing so, and that VUGENE is not responsible for such risks. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.
5.2. We have no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, we shall not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
6. Your Rights and Obligations
6.1. You may not assign, delegate or transfer these Terms without VUGENE’s prior written consent.
6.2. You are not entitled to use the Services and/or results thereof for activities that may harm our brand and image, or for morally or ethically dubious purposes, or purposes which might violate applicable laws and regulations.
6.3. You have to timely provide information as reasonably requested by us required to provide Services.
6.4. You must respect all our Intellectual Property Rights and in no way hack the Software or perform other prohibited actions such as but not limited to reverse engineering, data scraping, unauthorized access, injecting malware, impersonation, use of sensitive data (e.g., health data, biometrics, minors’ data, etc.) without consent.
6.5. You are entitled to receive the results of the Services and use them for the purposes for which the Services were provided.
7. Usage of your data for improvement of our products
7.1. By uploading your data for the provision of the Services you grant us non-exclusive, royalty-free, worldwide, and irrevocable right and licence to collect, store, process, and use such uploaded your data for provision of Services, for the purposes of improving, developing, and teaching Software, algorithms, machine learning models, and other our products. This includes analyzing usage patterns, debugging, training artificial intelligence models, enhancing software functionality, and improving overall product performance.
7.2. We shall use our best efforts in order to anonymize or aggregate your data to the extent reasonably possible to ensure that such data cannot be used to identify you or any individual user associated with you, except where necessary to provide the Services.
8. Intellectual Property Rights
8.1. Our Ownership. We retain all rights, title, and interest in and to our Software, applications, and any other materials or technology used to provide the Services (our “Intellectual Property”). You agree that you are not granted any ownership rights to our Intellectual Property. We reserve the right to develop, improve, and modify our Intellectual Property at our discretion.
8.2. License to Use the Results. Upon your full payment for the Services, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use the final results and deliverables of the Services (“Results”) for your internal business and research purposes. This license does not grant you the right to resell the Software or our applications.
8.3. Third-Party Intellectual Property. To the best of our knowledge, the Services and our underlying technology do not infringe upon the intellectual property rights of any third party. However, we make no representation or warranty and provide no indemnity against such claims. It is your responsibility to determine if your use of the Services is appropriate and non-infringing. In the event of an infringement claim, we may, at our sole discretion, choose to modify the Services to be non-infringing or take other action we deem appropriate, but we are under no obligation to do so.
8.4. Your Responsibilities and Restrictions. You are not allowed to: (a) reproduce our Software or applications except as required to use the Services; (b) modify, adapt, reverse engineer, decompile, create derivative works of, or otherwise commercially exploit our Software; (c) remove any copyright or proprietary notices; (d) use or disclose confidential information without authority; or (e) make any unlawful use of our systems.
8.5. Consequences of Your Breach. Any violation of the above restrictions constitutes a material breach of these Terms. You will be liable to reimburse us for all direct and indirect cost.
9. Data Protections
9.1. We may conclude a separate agreement regulating processing of personal data.
10. Confidential information
10.1. Both you and us shall be obliged to treat all information relating to our mutual contractual relationship as confidential and to use commercially reasonable efforts not to make each other’s confidential information available in any form to any third party. The duty of confidentiality shall apply unless otherwise agreed and in cases where a Party is required to disclose such information by law, regulation or a decision taken by public authority, or where the information in question is already publicly available, this fact cannot be attributed to the other party’s breach of contract.
10.2. We reserve the right to disclose information about you to the technical subcontractors and other companies, provided that such disclosure shall be required in order for us to fulfil our obligations to you, thus, we shall ensure that those third parties to which confidential information is disclosed would comply with confidentiality obligation as it is described in this Section and shall not share information without having in place a mutual non-disclosure agreement signed copies of which shall be shared with you on your demand.
10.3. Confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure without any obligation of confidentiality and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on disclosure.
10.4. This Section (10. Confidential information) shall also apply once our contractual relationships come to an end or is terminated.
11. Termination of Provision of the Services. Account Termination
11.1. Provision of the Services may be terminated before completion hereof as follows: (a) you and we may agree to terminate such provision of the Services; (b) either Party may terminate our contractual relationships without cause and without penalty upon 60 (sixty) days advance written notice; (c) either Party may terminate contractual relationships for cause upon 30 (thirty) days written notice to the other Party, because the other failed or refused to perform any of its duties and responsibilities, unless the failure can be completely corrected and is corrected within 30 (thirty) days after such notice is given (if so corrected the notice will then be null and void); (d) either Party may terminate contractual relationships for cause immediately upon written notice by one Party to the other in the event of the insolvency of, or an assignment for the benefit of creditors by, the other Party; (e) either Party may terminate contractual relationships upon written notice to the other Party in other cases provided for in these Terms.
11.2. You’re free to terminate your Account at any time, by deleting your Account within the Platform, contacting your administrator, or contacting us at support@vugene.com; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.
11.3. We also reserve the right to terminate (or suspend access to) your use of the Services or your Account, for any reason in our discretion, including your breach of these Terms. We reserve the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
11.4. Account termination may result in destruction of any content associated with your Account, so keep that in mind before you decide to terminate your Account. We will try to provide advance notice to you prior to our terminating your Account so that you are able to retrieve any important your submissions you may have stored in your Account (to the extent allowed by law, these Terms, and any other agreements to which you’re subject), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to our rights or property.
11.5. Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or Intellectual Property rights, and terms regarding disputes between us.
12. Disclaimers, limitation of liability, and indemnification
12.1. Warranty disclaimer. Neither VUGENE nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we shall not be responsible or liable for the accuracy, completeness, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. The Services and content are provided by us on an “as-is” basis without warranties or any kind, either express or implied, including, without limitation, implied warranties or merchantability, fitness for a particular purpose, non-infringement, or that use of the Services will be uninterrupted or error-free.
12.2. Limitation of liability. To the fullest extent permitted by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall VUGENE (or its licensors or suppliers) be liable to you or to any other person for (a) any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction, or (b) any amount, in the aggregate, in excess of the greater of (i) EUR 1000 (one thousand Euro) or (ii) the amount paid by you to VUGENE in connection with the Services in the 12 (Twelve) month period preceding this application claims, or (iii) any matter beyond our reasonable control.
12.3. Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold VUGENE, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms.
13. Amendments to the Terms
13.1. We reserve the right to amend at our own discretion at any time these Terms by publishing an updated text of the Terms on the Platform. If you do not agree with amendments, you will be entitled to terminate our contractual relationships with 10 (ten) days prior written notice to us.
14. Validity of the Terms
14.1. Should any provision of these Terms appear to be in conflict with mandatory law and therefore null and void, this shall not make all the Terms, or our contractual relationships related to the provision of the Services null and void. In such a case we shall undertake to replace the null and void provision of the Terms with economically and legally nearest its equivalent.
15. Miscellaneous
15.1. Waiver. Any failure or delay by any Party in exercising any right or remedy in one or many instances shall not prohibit a Party from exercising it at a later time or from exercising any other right or remedy.
15.2. Accrued rights. Termination of contractual relationships or the Services shall not affect our and your accrued rights and obligations except unless such rights were accrued unlawfully or in breach of the Terms.
15.3. Governing Law. These Terms have been prepared with reference to the law of the Republic of Lithuania. The contractual relationships and other agreements concluded on the basis of these Terms and the legal relations resulting from or in relation to them shall be governed by the law of the Republic of Lithuania.
15.4. Dispute Resolution. Any legal disputes arising from or in relation to the agreements concluded based on these Terms shall be handled at a court of the Republic of Lithuania according to the seat of the VUGENE.
15.5. Notices. Any notice required under these Terms to be given by a Party shall be given in writing, in the English language, and shall be sent by (a) recognized international delivery service, (b) courier, or (c) electronic transmission (e-mail), addressed to the other Party.