Terms and Conditions of Use and Sale:

Last updated: 10/12/2026

1. Purpose

These Terms and Conditions govern the access and use by you (the “Customer”) of the MyrmiCell services (“the Services”) provided by MB3 BIOSTATISTICS, a company incorporated under French law, with its registered office at 465 Route de Saint-Hilaire, 74570 GROISY (FRANCE), registered under number 93862159600015 (“the Company”). By subscribing to or using the Services, the Customer agrees to be bound by these Terms.

2. Access to the Services

The Company has developed an algorithm for modeling cell culture processes in a controlled environment, based on cell culture datasets of non-human origin.

The Company grants the Customer access to its algorithm via an online platform, subject to the creation of an account and acceptance of these Terms. Terms are agreed to either by creating an account or upon acceptance of a commercial proposal received from Company. Customer warrants that it has full power to accept those Terms (and the commercial proposal, where relevant). If Customer is an organization, an authorized representative of that organization must agree to these Terms.

3. Intellectual Property

3.1 Customer Data

When using the Services, Customer can upload its data onto the platform and receive outputs, results and analyses (together the “Customer Data”). Customer data remains the exclusive property of the Customer. The Company shall not share, use, or commercialize this data for the benefit of other clients or third parties.

3.2 Company Services

The Customer is granted a limited, non-exclusive, non-transferable license to use the Services for its internal business needs. Any unauthorized use, reproduction, or distribution is strictly prohibited.

The Company retains all intellectual property rights all parts of the Services, including but not limited to in the mathematical models, algorithms, and technical components used to provide the Services.

Customer may not:

• use any components or the Services in any manner that violates applicable laws or these Terms;
• distribute, resell, sublicense or otherwise transfer any part of the Services (including any intellectual property rights therein) or permit others to do the same;
• copy, modify, translate, disassemble, reverse engineer or make any derivative of any part of the Services, except where explicitly permitted by applicable law;
• remove, obscure or alter any trademarks or other proprietary notices appearing on or contained within the Services; and
• use the Services documentation for any purpose other than as strictly necessary for Customer to receive the intended benefit of the Services.

4. Interruption of Services

Company will endeavor to make the Services available 24/7, but can suspend access to the Services for the following reasons:

• Maintenance;
• Security issue;
• Late payment (suspension will end upon payment);
• Breach by Customer of the Terms (suspension will end upon resolution of the breach);
• Force majeure.

5. Security

Company shall protect Customer Data according to the security measures described in its Security Policy.

When accessing the Application, Customer shall authenticate through Microsoft Entra ID, using the identity credentials managed by Customer’s organization. Customer undertake to keep those identifiers strictly confidential and will bear full responsibility for the consequences of the loss or divulgation of such identifiers, including but not limited to misuse of its account, illegal access to Customer Data or to the Services, propagation, deletion or corruption of Customer Data.

Customer undertakes to have at all times a full back up of Customer Data.

6. Confidentiality and personal data

Both Parties agree to maintain strict confidentiality with respect to all information exchanged in the course of using the Services. This confidentiality obligation shall survive the termination or expiration of this Agreement for 5 years.

The processing by each Party for the purpose of managing the business relationship with the other Party of business contact data will be done under each Party’s responsibility as independent data controllers.

Customer agrees that Customer Data shall not contain any personal data and that Company will not process personal data on behalf of Customer.

7. Financial Terms

Customer undertakes to pay the agreed subscription fees, pursuant to the selected subscription tier. Fees and selection tiers are described on the Company’s pricing page or, where relevant, in the signed commercial proposal. Payment shall be made either by credit card or bank transfer (SEPA). For monthly subscriptions, payments are made monthly in advance each month; for annual subscriptions, payments are made annually in advance each year. The subscription becomes active upon receipt of the first payment. Applicable taxes will be added. In accordance with article L.441-6 of the French Commercial Code, late payment shall give rise to the payment by the Customer of a penalty at a rate equal to three (3) times the legal interest rate in force in France, as well as a fixed indemnity for collection costs of 40 euros.

The number of modeling credits allocated depends on the selected subscription tier. Credits are added on a monthly basis from the activation date of the subscription.

8. Duration and termination

The Terms enter into force when approved by Customer during the account creation process and will remain applicable until terminated.

Each Party may terminate the Terms with thirty (30) days' written notice. Access to the Services remains valid for the paid subscription period, even after cancellation, unless Company terminates these Terms for cause, in which case all access to the Services will immediately be revoked upon the end of the notice.

At the end of the contractual relationship between the Parties, the Customer will have 30 days to download Customer Data from the platform. After this timeframe, Customer Data will be deleted by Company.

9. Limitation of Liability

The Company shall not be liable for indirect damages, loss of data, or business interruption. Its total liability shall not exceed the amount paid by the Customer over the 12 months preceding the breach.

10. Governing Law and Jurisdiction

THESE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FRENCH LAW EXCLUDING ANY NATIONAL, EUROPEAN OR INTERNATIONAL CONFLICT OF LAWS RULE OR PRINCIPLE. THE PARIS COMMERCIAL COURT SHALL HAVE SHALL HAVE EXCLUSIVE JURISDICTION TO DECIDE ALL DISPUTES RELATING TO THIS AGREEMENT REGARDLESS OF THE PLACE OF PERFORMANCE OF THE SERVICES OR THE DOMICILE OF THE DEFENDANT, NOTWITHSTANDING ANY PLURALITY OF DEFENDANTS OR CLAIMS FOR GUARANTEE, EVEN FOR EMERGENCY ATTACHMENT PROCEEDINGS, INTERIM OR EX-PARTE PROCEEDINGS.