1. Information & Terms

1.1 These terms and conditions outline the contractual basis for all sales of services provided by MolBreeding and any information and/or data provided to the CLIENT, whether charged for or not. The terms and conditions will provide a clear guidance on materials, delivery, disclaimers, pricing and payment, rights and obligations, confidentiality obligations, governing law and dispute resolution, force majeure, miscellaneous to ensure transparency and trust in all transactions.

1.2 The T&C shall be legally binding once both the CLIENT and MolBreeding agree and sign the quotation (“Quotation”), until the completion of the services outlined in the Quotation. Once CLIENT agrees to an order by signing the Quotation, it cannot be cancelled.

1.3 All quotes are valid for one month from the date of the Quotation issuance to the CLIENT, unless otherwise specified.

2. Service Timeline

2.1 Services and sample processing will only begin after the execution of the Quotation and the acceptance of the materials (including necessary biological samples or sequence information, “Materials”).

2.2 MolBreeding will provide feedback on Materials after receiving the Materials. If MolBreeding requires additional Materials during the service, the CLIENT shall deliver such additional Materials within three (3) working days after receiving such notice. Should the CLIENT fail to supply the required Materials, resulting in MolBreeding’s inability to complete the Services, MolBreeding reserves the right to terminate the corresponding Quotation without liability.

2.3 If project milestones or technical obstacles arise, MolBreeding will communicate with the CLIENT promptly for any solutions. This communication time will not count towards the estimated completion time.

2.4 Should the CLIENT's change in project requirements necessitate significant modifications to MolBreeding’s work, the additional expenses incurred shall be borne by the CLIENT separately.

3. Results Delivery

3.1 Estimated delivery and turnaround times are specified in the Quotation. MolBreeding will endeavor to meet the turnaround time of services specified in Quotation. Any dates specified in the Quotation for delivery are intended to be an estimate. In no circumstances shall MolBreeding be liable for losses or damage of any kind by any delay. MolBreeding may make delivery by installments and the CLIENT shall accept such installments, and the CLIENT is require to pay the invoice within twenty-one (21) days from the date of invoice.

3.2 If the CLIENT wishes to delay the delivery date, please contact MolBreeding’s sales representative or cs@molbreeding.com as soon as possible.

3.3 MolBreeding will provide the result and data report (“Results”) online after completing each service. Each project of each CLIENT will have a unique ID to access MolBreeding’s customer portal, where a summary of the project, including service quality, and sample information, is available. Providing a link to access the Results will be considered as delivery. The CLIENT may request MolBreeding to deliver the Results in alternative formats, provided that any additional costs incurred due to such special requests shall be borne solely by the CLIENT.

3.4 Upon receipt of the Results, the CLIENT may raise questions within fourteen (14) days. If any issues are identified, MolBreeding will revise or replace the problematic Results upon receiving relevant proof. If no written questions are raised within such period, the Results will be deemed accepted.

3.5 MolBreeding shall retain the Results for [three (3)] months after delivery (“Retention Period”). After this retention period, the CLIENT will not have the right to request relevant Results again.

3.6 If delays in delivery are caused by the CLIENT, it shall not be considered as a breach by MolBreeding.

4. Disclaimers

4.1 If MolBreeding identifies any risks for Services regarding certain Materials provided by the CLIENT, MolBreeding shall notify the CLIENT immediately, who may then decide whether to continue. If the CLIENT chooses to continue the services, it shall bear all consequences and costs arising out of such risks and potential failure of the experiments/services.

4.2 The Client acknowledges that biotechnology services carry uncertainties and technical risks. If a Quotation cannot be completed due to insurmountable technical obstacles, the Quotation may be terminated upon negotiation, with MolBreeding charging only for the costs of completed experiments.

4.3 MolBreeding is only responsible for the objectivity and accuracy of the Results provided and shall not be liable for any judgement, conclusions, subsequent research, outcomes or products(“Subsequent Outcome”) based on the Results. Any disputes, claims, liabilities, or losses arising from such Subsequent Outcome shall be solely borne by the CLIENT. MolBreeding shall not be liable for any consequences resulting from the Results, nor shall it be obligated to provide any compensation for damages arising therefrom. The CLIENT shall indemnify and hold MolBreeding harmless from any claim or loss arising out of such Subsequent Outcome.

5. Return and Preservation Instructions on Materials

5.1 Unless otherwise agreed, MolBreeding may, at its discretion, destroy any remaining Materials after completion of relavant Services, without any obligation to return or preserve such Materials.

6. Pricing and Payment

6.1 The prices shown in the Quotation are exclusive of any taxes, duties, levies, etc., which will be charged at the rate and in the manner prescribed by law. If such taxes, duties and other fees apply, it is the CLIENT’s responsibility to ensure that they are paid. If MolBreeding pay them, such fees shall be added to the CLIENT’s invoice.

6.2 The shipping fees and custom duties (if any) of the Materials shall be borne by the CLIENT in addition.

6.3 MolBreeding shall calculate project fees based on the sample quantity and data volume and issue the invoice to the CLIENT.

6.4 All payments shall be paid within twenty-one (21) days (unless otherwise agreed in writing) from the date of issuance of the invoice, in the currency specified in the invoice.

6.5 If the CLIENT fails to make timely payment of any fees under the Quotation or the T&C, for each day of delay, the CLIENT shall pay a penalty equal to one-thousandth (0.1%) of the unpaid amount, and MolBreeding has the right to temporarily suspend the performance of obligations without being considered as a breach. If the delay exceeds fifteen (15) days, MolBreeding reserves the right to terminate the Quotation, and is entitled to retain any fees already paid by the CLIENT without refund. Besides, the CLIENT shall compensate MolBreeding for all losses (including but not limited to the compensation paid to the third party (if any), attorney’s fee, travel expense and costs of notarization, arbitration and litigation) caused by such matter.

7. Rights and Obligations

7.1 The CLIENT shall ensure that all appropriate safety measures and legislation are observed when sending any Materials to MolBreeding and shall ensure that any hazardous material is clearly marked. Where the CLIENT knows or suspects that any substance or procedure it is providing, making available or requesting may give rise to a hazard, the CLIENT shall make MolBreeding aware in writing of the nature of that hazard before arranging for the delivery to MolBreeding (or collection by MolBreeding) of the Materials or before any MolBreeding personnel will be exposed to the hazard.

7.2 Each party hereby warrants that the sequence information and relevant samples provided by it are sourced from legitimate origins, and are not illegal, contrary to public order and good morals, or infringing on other’s rights. For the Materials, the CLIENT warrants that it has obtained full and legal licenses on the relevant rights, and MolBreeding can use the Materials in accordance with the Quotation and the T&C without obtaining additional permission from any third party and without paying any additional fees.

7.3 The CLIENT declares and commits that the Results provided by MolBreeding shall not be utilized for any unlawful purposes. Should the CLIENT violate this commitment and declaration, the CLIENT shall assume full legal responsibility for any resulting consequences and indemnify and hold MolBreeding harmless from any claim or loss arising therefrom.

7.4 The intellectual property rights of all materials provided by each party belong to the providing party, and MolBreeding owns the intellectual property rights of the Results based on the services provided. Subject to section 7.3, the CLIENT is only entitled to use such Results for the purpose of developing the Subsequent Outcome.

7.5 The CLIENT shall not use MolBreeding’s name in any way to imply endorsement or otherwise by MolBreeding of any process, information, advice, product or service provided, marketed or sold by the CLIENT.

7.6 Regardless of any circumstance, MolBreeding’s liability for compensation shall not exceed the total amount of project fees received by MolBreeding from the CLIENT.

7.7 Unless otherwise agreed, the CLIENT shall respond within three (3) days upon receipt of any matter submitted by MolBreeding.

8. Confidentiality Obligations

8.1 The Client and MolBreeding shall keep matters related to the Quotation (including but not limited to the execution and performance of the Quotation, the terms of the Quotation, technical information related to the project, financial information, confidential information or business secret acquired in the course of implementation of the Quotation, and etc.) confidential. Neither party shall disclose the aforesaid confidential information without written consent of the other party except that the disclosure is made under following circumstances:

(i) disclosure to shareholders in accordance with the information disclosure obligations stipulated in laws and regulations or organizational documents; (ii) disclosure to the auditors, lawyers and other staff engaged in normal course of business, provided that such personnel shall keep the information related to the Quotation acquired during the work confidential; (iii) such information and documents can be obtained through public channels or disclosure of such information is required by laws and regulations; (iv) disclosure to the court or required by any pre-litigation disclosure procedure or similar procedure, or disclosure relevant to the Quotation made in accordance with legal proceedings; or (v) disclosures made upon request of government regulators. Confidential information obtained by either party from the other party shall not be used for any other purpose except for the matters stipulated in the Quotation. This section shall continue in full force and effect after the expiry or early termination of the Quotation. Confidentiality obligations shall be binding on the the CLIENT and MolBreeding until the other party agrees to release this obligation, or relevant information turns to be public information in legitimate ways. Notwithstanding the foregoing, if the CLIENT and MolBreeding have otherwise agreed on the obligation of confidentiality in writing, such agreement shall prevail.

9. Governing Law and Dispute Resolution

9.1 The Quotation and the T&C are governed by and interpreted in accordance with the laws of the State of California and other applicable regulations.

9.2 Any disputes arising from or related to the Quotation and the T&C shall first be negotiated amicably. If negotiations fail, either party has the right to submit the dispute to the competent court in the location of MolBreeding.

10. Force Majeure

10.1 If either party is prevented, whether in whole or in part, or delayed from performing any of its duties, functions or obligations under the Quotation and the T&C, whether timeously or at all, due to a force majeure event (which for the purposes hereof shall mean epidemic, pandemic, widespread disease, war, political riots, civil commotions, insurrection, sabotage, legal prohibitions or restrictions, fire, floods, storms, earthquakes or other similar natural disasters), then such failure shall not constitute a breach under the Quotation and the T&C, and the obligation to perform shall be suspended to the extent and during the continuance of such prevention provided that the CLIENT and MolBreeding shall use their reasonable commercial endeavors to minimize any delay occasioned thereby. If the force majeure event persists for a period in excess of ninety (90) days, then either party shall be entitled to terminate the Quotation and the T&C upon written notice.

11. Miscellaneous

11.1 Waiver and Variation:

A waiver by either party of any breach of any term or condition of the Quotation and the T&C in a particular instance shall not be deemed or construed to be a waiver of any succeeding or preceding breach of the same or any similar term or condition.
All rights, remedies, undertakings and obligations contained in the Quotation and the T&C shall be cumulative and none of them shall be in limitation of any other right remedy, undertaking or obligation of either party.

11.2 Severance:

If any clause, sub-clause, sentence, paragraph or any part of the Quotation and the T&C or the application thereof to any person shall for any reason be adjudged by any court or other legal authority of competent jurisdiction to be invalid, such judgement shall not affect the remainder of the Quotation and the T&C, which shall continue in full force and effect.

11.3 No Assignment or Cession:

Neither party may assign or cede any of their duties or obligations in terms of the Quotation and the T&C to any third party, unless previously and mutually agreed by the CLIENT and MolBreeding.

11.4 Entire Contract:

This T&C shall be deemed as an integral part of the Quotation and shall be binding on the CLIENT once relevant Quotation takes effect. If there is any inconsistency between the provisions of any Quotation and the provisions of this T&C, the provisions of such Quotation shall prevail.

Last updated 08/13/2025

10 Pasteur, Suite 150, Irvine, CA 92618, United States

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