Terms of Service
The master agreement governing use of the Interlit platform across its Enterprise Engagement and Self-Serve tiers, covering acceptance, fees, acceptable use, biosecurity, liability, and Swiss governing law.
Effective date: July 13, 2026.
These Terms of Service (this "Agreement") are entered into between Interlit GmbH, a limited liability company under Swiss law with its registered seat in the Canton of Zurich, Strehlgasse 2, 8001 Zürich, registered in the Commercial Register of the Canton of Zurich under business identification number (UID) CHE-272.432.629 ("Company," "we," "us," or "our"), and the person or entity accessing or using the Platform ("Customer," "User," "you," or "your").
By creating an account, accessing an API, clicking "I agree," or otherwise using the Platform, you affirmatively accept this Agreement. If you do not agree, do not use the Platform.
1. ACCEPTANCE AND SCOPE
1.1 This Agreement is formed by your affirmative action (account creation, checkbox acceptance, or signed order form), not by passive browsing. A record of acceptance, including timestamp and version, is retained by the Company.
1.2 This Agreement consists of these Terms, plus any Order Form, Statement of Work, or Data Processing Addendum executed between you and the Company. In case of conflict, a signed Order Form prevails over these Terms for matters within its specific scope.
1.3 If you accept this Agreement on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.
2. DEFINITIONS
"Platform" means the Company's AI-driven candidate ranking platform for protein and antibody design, developability, and binding-affinity assessment, including its data-visualization module, associated websites, applications, APIs, and downloadable software components, in both the Enterprise Engagement and Self-Serve Tier described in Section 3.
"Inputs" means the wild-type sequences, structures, proprietary assay data, and other materials that Customer submits for an Enterprise Engagement project.
"Outputs" means the ranked candidates, optimized sequences, developability or affinity predictions, structure predictions, or other work product generated by the Platform from Inputs for a specific Enterprise Engagement project.
"User Data" means the data files, tables, or other content that a Self-Serve Tier User uploads to generate a visualization.
"Generated Visualization" means a chart, plot, dashboard, or other output produced by the data-visualization module from User Data.
"Template" means a reusable design, layout, or configuration for producing Generated Visualizations that a User creates and may choose to share with other Users.
"Customer Content" means, collectively, Inputs, Outputs, User Data, and Generated Visualizations, and any other data, files, sequences, images, text, or other materials that you submit to, or that are produced for you by, the Platform.
"Sequence of Concern" means a nucleic acid or protein sequence that is, or that a reasonable biosecurity screening process would flag as, derived from, functionally similar to, or capable of conferring the pathogenicity, toxicity, or virulence of an agent listed on an applicable national or international select agent, toxin, or export-control list, regardless of the degree of sequence homology to any listed agent.
"Licensed Dataset" means a dataset, target list, or other research output generated through the Company's internal research and development activities that the Company licenses to a Customer under Section 18.
"Order Form" means a signed or otherwise mutually executed document referencing this Agreement that specifies the engagement purchased, fees, and any negotiated terms.
3. THE PLATFORM AND ENGAGEMENT MODES
3.1 The Company operates one platform, made available under two engagement modes because they carry materially different risk profiles and buyer types:
(a) Enterprise Engagement: a single-tenant deployment for biotech, pharmaceutical, and CRO/CDMO Customers, and for university and research-institution Customers, commissioning candidate-design and ranking projects under a signed Order Form or Statement of Work. Sections 8 through 9 and 18 govern this mode. Biosecurity, patent, and dual-use considerations are specific to this mode.
(b) Self-Serve Tier: a multi-tenant SaaS offering, available to individual consumers (including individual academic researchers) and business Customers, providing access to the Platform's data-visualization module, including its web application, offline desktop application, and template-sharing features. Section 10 governs this mode. Consumer billing, freemium tiers, and user-to-user template sharing are specific to this mode.
3.2 Where a provision of this Agreement applies to only one engagement mode, it says so. General provisions (Sections 1, 2, 4 through 7, 11 through 17, and 19 through 22) apply to both.
3.3 The Company may introduce new engagement modes, tiers, or features over time; a change takes effect on the date it is published or on the date specified in an update under Section 20.
4. ELIGIBILITY AND ACCOUNTS
4.1 You must be at least eighteen years old, or the age of majority in your jurisdiction, and have the legal capacity to enter into contracts, to use the Platform.
4.2 You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify the Company promptly of any unauthorized use at info@interlit.ch.
4.3 You must provide accurate registration information and keep it current, in particular billing and contact details.
5. FEES AND PAYMENT
5.1 Enterprise Engagement fees are set out in the applicable Order Form or Statement of Work. Self-Serve Tier fees are published at interlit.ai/legal/pricing, current as of the time of purchase; the Self-Serve Tier is offered on a free entry tier with limited functionality, a Premium tier for individual professional and academic use, and an Ultra tier for privacy-critical professional and enterprise use.
5.2 Except as otherwise stated in an Order Form, fees are payable in advance, are quoted exclusive of applicable value-added tax or other transaction taxes, and are non-refundable once the corresponding billing period has commenced.
5.3 Self-Serve Tier paid tiers renew automatically for successive periods matching the billing cycle you selected, unless canceled before the renewal date. You may cancel at any time through your account settings; cancellation takes effect at the end of the then-current billing period, and no partial-period refund is given except where required by law. Consumers may cancel a subscription within fourteen calendar days of first purchase for a full refund, to the extent required by applicable consumer-protection law, provided the Self-Serve Tier has not been substantially used during that period.
5.4 The Company will present any option to accept a new or increased charge and any option to decline it with equal visual prominence; no interface will make declining materially harder to find or select than accepting.
5.5 The Company will not change the fee for a subscription during its current committed term without your consent; any fee change takes effect prospectively, with notice as described in Section 20.
5.6 Late payment may result in suspension of access after written notice and a reasonable cure period of no less than ten calendar days.
6. CONFIDENTIALITY
6.1 Each party may receive information from the other that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). Customer Content is Confidential Information of the Customer.
6.2 The receiving party will use Confidential Information only to perform its obligations under this Agreement, will protect it with at least the same degree of care it uses for its own confidential information of similar nature (and no less than reasonable care), and will not disclose it to third parties except to personnel, contractors, and sub-processors bound by confidentiality obligations at least as protective as this Section.
6.3 Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to the receiving party without duty of confidentiality, is independently developed without use of the disclosing party's Confidential Information, or must be disclosed by law or binding order, provided the receiving party gives prompt notice where legally permitted.
6.4 Inputs, Outputs, and related Enterprise Engagement project data are additionally subject to Section 9. The Company will not disclose a Customer's Inputs or Outputs to any other customer or third party, and will not use them to train models made available to other customers, except on a de-identified or aggregated basis where Customer has selected the training-license tier under Section 8.2.
7. INTELLECTUAL PROPERTY (GENERAL)
7.1 The Company and its licensors retain all right, title, and interest in the Platform, including all software, models, algorithms, documentation, and trademarks. No rights are granted except those expressly stated in this Agreement.
7.2 As between the parties, and subject to the Output allocation rules in Section 8 and the Section 10 rules for the Self-Serve Tier, you retain all right, title, and interest in your Customer Content. You grant the Company a limited, non-exclusive license to host, process, and transmit Customer Content solely to provide the Platform to you.
7.3 The Company does not use Customer Content to train or improve the underlying models except as described in Section 8.2 or Section 10.6 and, where required, subject to your opt-in or opt-out choice.
8. ENTERPRISE ENGAGEMENT: INPUTS, OUTPUTS AND INTELLECTUAL PROPERTY ALLOCATION
8.1 Standard tier. Subject to full payment of the fees due for the applicable project, and unless the Order Form specifies the training-license tier under Section 8.2 or the university tier under Section 8.3, the Company assigns to Customer all right, title, and interest, if any, in the Outputs generated for that project, other than the Company's pre-existing intellectual property, general know-how, and improvements to its underlying models and platform, which the Company retains. No license to train or improve the Company's models is granted under the standard tier.
8.2 Training-license tier. Where the Order Form specifies the training-license tier, typically offered at a discount to the standard tier fee, Customer retains sole ownership of the Outputs as in Section 8.1, and additionally grants the Company a license to use the associated project data, including Inputs and Outputs, on a de-identified or aggregated basis, to train or improve the Company's underlying models, as further specified in the Order Form.
8.3 University tier. Where Customer is a university or research institution and the Order Form specifies the university tier, typically offered at a larger discount to the standard tier fee, the Outputs and any resulting invention become the joint property (Mitinhaberschaft) of the Company and Customer in equal shares, unless the Order Form states otherwise. Each joint owner may use the joint Output for its own internal research purposes; commercialization or third-party licensing of a joint Output by either party requires the prior written consent of the other party and is subject to a duty to account to the other party for a share of net revenue, as specified in the Order Form.
8.4 Pre-publication review. Where the university tier applies, before Customer publicly discloses, publishes, submits for publication, or presents any Output or joint invention, Customer will give the Company no less than forty-five calendar days' advance written notice, during which period the Company may file a patent application covering the Output. Customer will reasonably cooperate with the Company's patent filing efforts during that period and will not make an earlier disclosure without the Company's prior written consent.
8.5 Where an Order Form provides for milestone or royalty payments tied to the commercialization of an Output, Customer's ownership or joint-ownership share under this Section is subject to Customer's continuing performance of those payment obligations, as specified in the Order Form.
8.6 The Company makes no representation that an Output is novel, non-obvious, or otherwise eligible for patent or other intellectual-property protection, and Customer, or the joint owners under Section 8.3, are solely responsible for pursuing and maintaining any such protection, subject to Section 8.4.
8.7 Because the Platform explores a large sequence and structure space, similar or overlapping Outputs may independently arise from unrelated projects for different customers. This does not affect Customer's ownership or joint-ownership rights under this Section in the specific Output delivered to it, and the Company will not grant another customer rights that purport to override those rights in the same delivered Output.
8.8 Customer retains all right, title, and interest in its Inputs, including any pre-existing intellectual property embodied in them. Customer grants the Company a limited license to use Inputs solely to perform the applicable project; any additional license for the Company to use Inputs or associated project data to train or improve its underlying models is governed exclusively by the fee tier selected under this Section.
8.9 Customer represents that it has all rights necessary to submit its Inputs to the Platform and that doing so does not violate any third party's rights or any applicable law, including biosafety and biosecurity law.
9. NO WARRANTY OF FREEDOM TO OPERATE; RESEARCH USE ONLY
9.1 The Company makes no representation or warranty, express or implied, that any Output is free of third-party patent or other intellectual-property rights, or that making, using, selling, or importing an Output will not infringe such rights. A freedom-to-operate analysis is Customer's sole responsibility.
9.2 The Company disclaims all warranties regarding the physical efficacy, manufacturability, toxicity, or clinical safety of any Output; independent laboratory validation, assay testing, and, where applicable, regulatory review are Customer's responsibility.
9.3 Outputs and all associated predictions, including developability, immunogenicity, and binding-affinity assessments, are provided for research purposes only. They are not intended for, and the Company makes no warranty regarding their fitness for, diagnostic use, clinical decision-making, or any use that would classify the Platform as a medical device under applicable law.
9.4 Not for use in diagnostic procedures. Unless otherwise agreed in writing between the parties, the Company does not warrant the fitness or suitability of any Output for clinical, diagnostic, or therapeutic use. Customer is solely responsible for all decisions regarding the use of Outputs and for any associated regulatory or legal obligations, including under the rules of the U.S. Food and Drug Administration, the European Medicines Agency, or Swissmedic.
10. SELF-SERVE TIER: YOUR DATA, VISUALIZATIONS AND TEMPLATES
10.1 As between the parties, you retain all right, title, and interest in your User Data and in the Generated Visualizations produced from it. The Company assigns to you all right, title, and interest, if any, that it holds in a Generated Visualization, other than the underlying software and models used to produce it.
10.2 The Company makes no warranty that a Generated Visualization is eligible for copyright or other intellectual-property protection; eligibility depends on the degree of human creative input under applicable law and is not something the Company can guarantee.
10.3 Because the data-visualization module's underlying models are shared across Users, similar or overlapping Generated Visualizations may independently arise for different Users working with similar data or design choices. This is not evidence of copying and does not give rise to an exclusivity claim by any User over a shared design pattern.
10.4 Offline desktop version (Ultra tier). The Ultra tier includes an offline desktop application that processes User Data locally on your device. Subject to your compliance with this Agreement, the Company grants you a limited, non-exclusive, non-transferable license to install and run the desktop application on devices you control, solely for your own internal use. You will not reverse engineer, decompile, or disassemble the desktop application, except to the extent such restriction is prohibited by applicable mandatory law, and will not redistribute the application to third parties outside your organization. Because the desktop application processes User Data locally, the Company does not receive or store the content of User Data processed through it, except for the limited diagnostic and license-validation data described in the Privacy Policy.
10.5 Template sharing and licensing. A User who creates a Template retains all right, title, and interest in it; sharing a Template does not transfer ownership. When sharing beyond the creator's own workspace, the creator selects one of three license types: private/internal use only (shared within the creator's own organization or workspace); free public use with attribution required; or a commercial/paid license, with the payment, payout, and tax-handling mechanics for the latter governed by a separate Creator Agreement, published at interlit.ai/legal/creator-agreement once available, and offered on a beta basis until then. By sharing a Template under any of these license types, the creator represents that it does not infringe a third party's intellectual-property rights, does not contain another person's confidential or personal data, and does not violate the Acceptable Use Policy in Section 12, and indemnifies the Company and other Users against claims arising from a breach of this representation. The Company hosts and facilitates Template sharing, is not a party to the license between a creator and a recipient User, makes no warranty regarding a Template's quality or continued availability, and may remove a Template or suspend a creator's sharing privileges under Section 12.6.
10.6 Model training and data-use boundaries. The Company does not use your User Data, Generated Visualizations, or Templates to train or fine-tune models made available to other Users, except where you affirmatively opt in through your account settings. For Free and Premium tiers, the Company may use de-identified, aggregated usage metrics, not User Data content, to improve the Platform. For Ultra tier Customers, no use of User Data for model training or improvement occurs without a separate written opt-in.
10.7 Where the Platform integrates a third-party foundation model to process a natural-language request into a visualization, the current sub-processor is disclosed at interlit.ai/legal/subprocessors, and the Company will use commercially reasonable efforts to obtain zero-data-retention terms from that sub-processor for Ultra tier Customers.
11. AI-GENERATED CONTENT DISCLAIMER
11.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF OUTPUT.
11.2 Output generated by an AI system is probabilistic and may be incomplete, inaccurate, or unsuitable for your intended purpose. A Generated Visualization may contain inaccuracies, mislabeled axes, incorrect aggregations, or other errors. You are solely responsible for independently reviewing, validating, and, where relevant, obtaining professional advice before relying on any Output or Generated Visualization for a business, medical, financial, legal, or regulatory decision.
11.3 Where the Platform's interface displays synthetic or AI-generated content to a person interacting with it, the interface will disclose that the content was generated by an automated system, consistent with Article 50 of the EU AI Act where that Regulation applies to you.
11.4 If you use the Self-Serve Tier in a regulated professional context, including finance, law, or medicine, it provides an analytical and visualization tool only. It does not provide financial, legal, or medical advice, does not establish an advisory or fiduciary relationship, and does not substitute for the independent professional judgment of a qualified practitioner, who retains sole responsibility for decisions made using a Generated Visualization.
11.5 Nothing in this Section limits liability that cannot be excluded under mandatory law, including liability for intent or gross negligence under Article 100 of the Swiss Code of Obligations, or liability for death or personal injury caused by negligence.
12. ACCEPTABLE USE POLICY
12.1 You will not reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code, underlying models, or algorithms of the Platform, except to the extent such restriction is prohibited by applicable mandatory law.
12.2 You will not attempt to circumvent, disable, or interfere with rate limits, usage quotas, security controls, or authentication mechanisms, or otherwise abuse the compute or infrastructure made available to you, including through excessive automated requests, denial-of-service activity, or scraping the Platform at scale.
12.3 You will not attempt to gain unauthorized access to the Platform, another user's account or data, or the Company's systems, including through prompt injection, jailbreaking, or other methods intended to bypass a safety, security, or content control.
12.4 You will not use the Platform to send unsolicited bulk communications (spam), to generate deepfakes, discriminatory profiling tools, or malicious code, or to create, upload, or distribute content that is illegal, infringes a third party's rights, or otherwise violates applicable law.
12.5 Biosecurity (Enterprise Engagement). General prohibited-use terms in this Section apply to the Enterprise Engagement in addition to the following:
(a) Prohibited generation. Customer will not use the Platform to generate, design, optimize, or otherwise modify any Sequence of Concern, or any sequence intended to enhance the virulence, transmissibility, host range, or immune evasion of a pathogen or toxin.
(b) Mandatory risk assessment. Before ordering physical synthesis of any Output, Customer will conduct a documented biosecurity risk assessment of that Output, using function-based screening in addition to homology-based screening, given that AI-generated sequences may share little sequence homology with known agents while retaining similar function.
(c) Synthesis through screened providers only. Customer will synthesize DNA corresponding to an Output exclusively through providers that conduct sequence screening consistent with the guidelines of the International Gene Synthesis Consortium and applicable national frameworks, and will not attempt to split an order across multiple providers to evade screening.
(d) Monitoring and reporting. The Company may monitor usage patterns for indicators of biosecurity risk, including split-order evasion patterns, and may suspend access under Section 19.2 without prior notice where it reasonably suspects an attempt to generate a Sequence of Concern. Where required by law, the Company may report suspicious activity to the competent Swiss or foreign authority.
(e) EU AI Act cooperation. If a model underlying the Platform is, or becomes, subject to the general-purpose AI systemic-risk obligations of Regulation (EU) 2024/1689 (the EU AI Act), the Company will maintain the technical documentation, adversarial testing, and Commission notification required by Article 51 of that Regulation, and Customer will cooperate in good faith with any information request reasonably necessary for the Company to meet those obligations.
(f) Copyright and training data. The Company maintains a policy to identify and comply with applicable copyright reservations, including text and data mining opt-outs under Article 4(3) of Directive (EU) 2019/790, in the training of models underlying the Platform.
12.6 Self-Serve Tier and community conduct. You will not upload User Data or share a Template containing another identifiable person's personal data without a lawful basis for doing so; you are responsible for your own lawful basis for any personal data you choose to upload. Treat other Users with respect in any comments, reviews, or messages associated with shared Templates; harassment, hate speech, and targeted abuse are prohibited. Users may report a Template or piece of content they believe violates this Section through the in-product reporting mechanism. The Company may, in its discretion, remove reported content, suspend sharing privileges, or suspend an account under Section 19.2 pending review, and will notify the affected User of the action taken where feasible.
13. AUTOMATED DECISION-MAKING
13.1 The Platform is not designed or intended to make a "Significant Decision" about an individual, such as a decision regarding employment, credit, healthcare access, or housing, on a fully automated basis. If you intend to use a Generated Visualization or Output as part of such a decision process, you are solely responsible for implementing the notice, opt-out, and human-review mechanisms required by applicable law, including the California Consumer Privacy Act's automated decision-making technology regulations and, where applicable, the high-risk profiling consent requirements of the Swiss Federal Act on Data Protection.
14. DATA PROTECTION
14.1 Personal data is processed as described in the Company's Privacy Policy, available at interlit.ai/legal/privacy, which forms part of this Agreement by reference.
14.2 Where the Company processes personal data on behalf of a business Customer as a data processor under the EU General Data Protection Regulation, the UK GDPR, the Swiss Federal Act on Data Protection, or comparable law, the parties will execute a Data Processing Addendum, requestable at interlit.ai/legal/dpa, before such processing begins.
15. DISCLAIMERS
15.1 Product-specific disclaimers in Sections 9 and 11 supplement, and do not limit, this Section, and vice versa.
15.2 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF OUTPUT.
15.3 Nothing in this Section limits liability that cannot be excluded under mandatory law, including liability for intent or gross negligence under Article 100 of the Swiss Code of Obligations, or liability for death or personal injury caused by negligence.
16. LIMITATION OF LIABILITY
16.1 To the maximum extent permitted by law, and except for the carve-outs in Section 16.3, the aggregate liability of either party arising out of or relating to this Agreement will not exceed the fees paid or payable by Customer to the Company in the twelve months preceding the event giving rise to the claim.
16.2 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or loss of business opportunity, even if advised of the possibility of such damages.
16.3 Nothing in this Section excludes or limits liability for intent or gross negligence, for death or personal injury caused by negligence, for a party's indemnification obligations under Section 17, or for any liability that cannot lawfully be excluded or limited, including under Article 100 of the Swiss Code of Obligations.
16.4 A Self-Serve Tier Ultra tier customer's higher-tier liability cap, if any, is stated in the applicable Order Form and supersedes Section 16.1 only for that customer.
17. INDEMNIFICATION
17.1 You will indemnify, defend, and hold harmless the Company against third-party claims, damages, and reasonable expenses (including legal fees) arising from your Customer Content, your use of the Platform in breach of this Agreement, or your violation of applicable law, except to the extent caused by the Company's breach of this Agreement or gross negligence.
17.2 In addition to Section 17.1, an Enterprise Engagement Customer will indemnify, defend, and hold harmless the Company against third-party claims, including patent-infringement claims, arising from Customer's commercialization, synthesis, or other downstream use of an Output, except to the extent the claim arises from the Company's breach of Section 6.4 or gross negligence.
17.3 The Company will indemnify an Enterprise Engagement Customer against third-party claims that the Platform software itself, excluding any Output and excluding Customer's Inputs, infringes a third party's registered intellectual-property rights, subject to the liability cap in Section 16.
18. CO-OFFERINGS: LICENSING OF INTERNAL DATASETS AND TARGETS
18.1 In addition to Customer-commissioned design projects, the Company may separately offer to license Licensed Datasets to pharmaceutical and biotechnology company Customers under a separate Order Form referencing this Section.
18.2 A Licensed Dataset is licensed on a non-exclusive, non-transferable basis solely for the licensee's internal research or commercial use as specified in the applicable Order Form; the Company retains all right, title, and interest in the Licensed Dataset, subject only to the license granted.
18.3 A Licensed Dataset is provided "as is," without warranty of accuracy, completeness, novelty, or fitness for a particular purpose, and without warranty of freedom to operate; the licensee is solely responsible for independently validating a Licensed Dataset before relying on it.
18.4 The Company will not include another customer's confidential Inputs or Outputs in a Licensed Dataset without that customer's written consent, and will de-identify or aggregate any such material before inclusion.
18.5 The licensee will keep a Licensed Dataset confidential under Section 6 and will not redistribute it to a third party without the Company's prior written consent.
19. TERM, SUSPENSION AND TERMINATION
19.1 This Agreement remains in effect for as long as you maintain an account or an active Order Form for the Platform. Each Enterprise Engagement project is additionally governed by the term stated in its Order Form; absent an Order Form term, a project engagement continues until deliverables are completed and accepted or until terminated under this Section.
19.2 The Company may suspend or restrict access immediately, without prior notice where reasonably necessary, if it reasonably believes your use presents a security, legal, or biosecurity risk, or is in material breach of this Agreement's acceptable-use provisions. Where suspension is not urgent, the Company will provide notice and a reasonable opportunity to cure, at least ten calendar days, before suspending for non-urgent breaches.
19.3 Either party may terminate for the other party's uncured material breach following thirty days' written notice, or immediately if the breach is incapable of cure.
19.4 Upon termination, your right to access the Platform ends; Sections 6, 7, 8, 9, 10.4 through 10.7, 12 through 18, and this Section, remain in effect. Section 10.5 (Template Sharing and Licensing) survives with respect to Templates you have already shared with other Users before termination.
20. CHANGES TO THESE TERMS
20.1 The Company may update this Agreement from time to time. Material changes will be notified by email or in-product notice at least thirty days before taking effect for existing Customers, together with a link to a redline or summary of changes.
20.2 Continued use of the Platform after a material change takes effect constitutes acceptance; where required by law, or for changes materially adverse to you, the Company will seek your affirmative re-acceptance before the change applies to you.
20.3 This Agreement does not grant the Company a right to unilaterally impose materially adverse changes without the notice and, where applicable, re-acceptance described above.
21. GOVERNING LAW AND JURISDICTION
21.1 This Agreement is governed by the substantive law of Switzerland, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
21.2 For business Customers, the ordinary courts of Zurich, Switzerland, have exclusive jurisdiction.
21.3 For consumer Customers, this choice of law and forum does not deprive you of any mandatory protection afforded by the law of your habitual residence, including, where applicable, your right under Article 18 of the Brussels I bis Regulation to bring proceedings in the courts of your own EU member state.
22. MISCELLANEOUS
22.1 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full effect, and the invalid provision will be replaced by a valid provision that most closely reflects its intent.
22.2 This Agreement, together with the Privacy Policy and any Order Form, constitutes the entire agreement between the parties regarding the Platform and supersedes prior proposals or agreements on the same subject matter.
22.3 You may not assign this Agreement without the Company's prior written consent; the Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets, provided the assignee assumes the Company's obligations under this Agreement.
22.4 Notices to the Company should be sent to info@interlit.ch or Strehlgasse 2, 8001 Zürich; notices to you will be sent to the contact details in your account.
22.5 Failure to enforce a provision of this Agreement is not a waiver of the right to enforce it later.