These Terms and Conditions govern the access and use of Molecule.xyz, Molecule.to, and any subdomains or related domains including Molecule Labs at labs.molecule.xyz (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, (iii) to connect directly with others to purchase, sell, or transfer IP Tokens on public blockchains, and (iv) to access Molecule Labs for token-gated data storage, project management, and collaboration.
"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 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.
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.
By logging in using your digital wallet to sign these Terms through a blockchain-compatible signature (e.g., via Metamask, WalletConnect, or any other Web3-enabled wallet) and accessing or using any of the Services, you agree to be bound by these Terms. Your digital signature shall constitute your express acceptance of and agreement to these Terms and shall have the same legal effect as a handwritten signature.
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 Platform
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 token-gated, project-management and data-hub interface purpose-built for research leads and token holders. Molecule Labs enables authorized project teams and whitelisted users to:
Upload, store, and manage research files, data sets, milestone reports, images, and other content;
Compare and analyze stored anonymous and/or anonymized data;
Publish time-stamped updates that are surfaced on the corresponding IP-token page;
Stream data through decentralized storage solutions and end-to-end-encrypted storage for token-gated or confidential updates;
Control access permissions to their data, including granting or revoking access to third parties;
Communicate with token-holder communities; and
From time to time, access complementary modules for managing research projects, including features for team collaboration, fundraising, or the creation and issuance ('minting') of cryptographic tokens or other digital assets linked to intellectual property. Any such modules may be subject to additional terms, policies, or regulatory requirements that will be presented to you at the time of use.
3. Use of Services
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. 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 incorporated herein by reference.
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. We reserve the right to make such changes at our sole discretion with reasonable notice to users.
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.
Token-Gated Access (Molecule Labs)
Access to Molecule Labs is controlled through token-gated mechanisms. Only users holding specific tokens issued by Molecule and/or whitelisted wallet addresses are granted access. You are responsible for securing your tokens and ensuring that your access credentials are not compromised.
You understand that if you lose access to your wallet and private key, Molecule cannot restore access to the Service, and the same wallet shall be prevented from accessing the Service.
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 authorized 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.
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.
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.
Data Rights (Molecule Labs)
By using Molecule Labs you specifically confirm that you retain full rights and/or ownership of all anonymous and/or anonymized data you upload to the Service. Molecule does not claim any ownership rights over the data uploaded to Molecule Labs. You grant Molecule a non-exclusive, worldwide, royalty-free licence to host and transmit the uploaded anonymous and/or anonymized data solely for the purpose of providing the Services.
You are solely responsible for the accuracy, legality, and integrity of the data. You must ensure that uploaded data is fully anonymous or anonymized and does not infringe upon the rights of any third party or violate any applicable laws and regulations.
Access Control and Permissions (Molecule Labs)
You have the exclusive right to manage access permissions to the data you upload to Molecule Labs. This includes granting or revoking access to third parties at your discretion.
The Service maintains audit logs of access and permission changes to ensure transparency and accountability, for a defined period of maximum 12 months.
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 the legal capacity to enter into binding contracts.
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.
Molecule Labs Eligibility
Access to Molecule Labs is additionally limited to whitelisted users who have previously engaged with Molecule Services (i.e., Molecule accredited users that have previously used the Molecule protocol to mint an IPNFT and tokenize IPTs or create a liquid IPT), and is granted entirely at Molecule's sole discretion. By accessing Molecule Labs, you additionally represent and warrant that you have been granted whitelisted status by Molecule.
6. Privacy and Data Protection
General 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.
Molecule Labs – Anonymized Data Only
Molecule Labs is strictly limited to the storage, processing, comparison, and management of anonymous or anonymized data only. The Service is not designed or intended for, and explicitly excludes from its functional and legal scope, the collection, processing, or storage of any personal data or personally identifiable information ("PII") as defined under applicable data protection laws, including but not limited to the General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR") and the Swiss Federal Act on Data Protection.
For avoidance of any doubt, Molecule Labs does not constitute a personal data processing service, but instead, a completely anonymous and/or anonymized scientific database uploaded by whitelisted users exclusively for the purpose of scientific research.
No Access to Personal Data: Molecule AG does not collect, access, use, process, or retain any personal data through the operation of Molecule Labs. All data uploaded to Molecule Labs is stored in encrypted form and is technically and organizationally restricted to anonymized datasets. Molecule does not possess the means or intention to re-identify anonymized data.
User Responsibility for Anonymization: As a condition of use of Molecule Labs, each User represents, warrants, and undertakes that:
All data uploaded to Molecule Labs has been fully and effectively anonymized prior to upload;
Such anonymization is irreversible and consistent with best practices and applicable data protection standards (e.g., ENISA guidelines, ISO/IEC 20889);
No personal data or re-identifiable information is included in the datasets;
Users are solely responsible for any failure to anonymize data adequately and shall indemnify Molecule against any claims, liabilities, or proceedings resulting therefrom.
Users are strictly prohibited from uploading any content that constitutes or contains personal data, whether of their users, themselves, third parties, or data subjects in identifiable form. Failure to comply constitutes a material breach of these Terms and may result in immediate suspension or termination of access to the Service.
Exclusion of Data Controller/Processor Role for Molecule Labs: For the avoidance of doubt, Molecule does not act as a controller or processor (as those terms are defined under the GDPR or analogous data protection laws) in respect of any data uploaded to Molecule Labs. Users acknowledge and agree that they act as the sole and exclusive data controller for all data they upload, and that Molecule functions solely as a decentralized, anonymized storage infrastructure with no role in data processing within the meaning of applicable law.
Consequences of Non-Compliance: Users acknowledge that any attempt to use Molecule Labs to store or process personal data violates these Terms and may result in:
Immediate termination of access without notice;
Notification to competent data protection authorities if legally required;
Liability for any damages or regulatory penalties arising from such use;
Full indemnification of Molecule as set forth in these Terms.
7. Fees, Access & Features
While access to our Services is free of charge at this stage, 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.
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.
8. Risks and Representations
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;
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.
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 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.
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.
You accept all consequences of using the Services, including the risk that you may lose access to your digital assets indefinitely.
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.
9. 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.
10. 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.
Using the Service for any unlawful purposes.
Uploading or storing data that infringes upon the intellectual property rights of others.
Attempting to gain unauthorized access to other users' data.
Distributing malware or engaging in activities that could harm the Service's integrity.
Uploading data subject to export-control or biosecurity laws (pathogen genomes, dual-use technology).
Uploading personal data or personally identifiable information to Molecule Labs.
11. 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.
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 4. You agree not to reproduce, distribute, or use any intellectual property without prior written consent from the respective owner.
12. Confidentiality (Molecule Labs)
The Molecule Labs Service is designed to maintain the confidentiality of all data. Access is restricted to whitelisted users, and data is protected through industry-standard security measures. All data stored within Molecule Labs is anonymized to protect any identity and comply with data protection regulations.
13. Modification
We reserve the right, in our sole discretion, from time to time, 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.
We will provide notice of any significant changes and will grant the option to cancel access to the Services at any time.
14. 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.
Molecule makes no warranties, express or implied, regarding the Service's reliability, availability, or suitability for your purposes.
15. Indemnification
You will defend, indemnify, and hold harmless Molecule, its 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;
Your access to or use of the Services, including Molecule Labs;
Blockchain assets associated with your blockchain address;
Any feedback or user content you provide to the Services if any;
Your violation of these Terms;
Your infringement or misappropriation of the rights of any other person or entity;
Your infringement of any third-party rights, including intellectual property rights; and
Any failure to properly anonymize data uploaded to Molecule Labs.
If you are obliged to indemnify any Indemnified Party, we will have the right, in our sole discretion, to control any action or proceeding 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 being accurate, complete, current, reliable, uninterrupted, timely, secure, or error-free;
Loss or damage caused by another user's conduct, unauthorized actors, or any unauthorized access to or use of the Services;
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.
16. Limitation of Liability
To the maximum extent permitted by law, Molecule shall not be liable for any indirect, incidental, special, consequential, punitive 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, 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.
This limitation of liability shall apply to the fullest extent permitted by law.
17. 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.
18. Termination
Molecule may suspend or terminate your access to the Services at its sole discretion, without prior notice, if you violate these Terms or engage in conduct that could harm the Services or its users.
19. Governing Law and Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of law principles.
Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Zug, Switzerland.
20. Contact Information
For any questions or concerns regarding these Terms, please contact us at: legal@molecule.to
