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AlphaMeld® Terms and Conditions

These AlphaMeld® Terms and Conditions (the "AlphaMeld® Terms") represent a binding agreement entered into on the date upon which you click "I Agree" after reading the terms below (the "Effective Date"), and is between you (you are referred to hereafter as "User" or "End User," as defined below and InveniAI LLC ("InveniAI"). These AlphaMeld® Terms govern your access to and use of the AlphaMeld® suite of research tools. Each User and End User is expected to apply professional judgment and expertise when interpreting results and should consider AlphaMeld® outputs as one part of a comprehensive research process. Each User and End User must ensure that use of AlphaMeld® complies with all relevant ethical guidelines and institutional regulations. AlphaMeld® is licensed, not sold, to you.

1. Definitions

1.1. Access Level means the accesses and use privileges a User receives or subscribes to in relation to AlphaMeld®, which may be set forth in a separate agreement between each User and InveniAI.

1.2. Algorithm means an unsupervised machine learning model for monitoring technical breakthroughs.

1.3. AlphaMeld® means InveniAI's proprietary artificial intelligence and machine learning based platform, including all Updates and Upgrades thereto, and any software provided or made available by InveniAI that (a) is incorporated therein, or (b) exists on a standalone basis, including where applicable, all Updates and Upgrades issued thereto. AlphaMeld® includes Network Designer, ChatAlphaMeld, and various dashboards engineered to support research activities by empowering researchers to analyze and interpret complex biological data.

1.4. User means any company that has rights or a subscription to use AlphaMeld®. A company's rights and subscription shall extend to its affiliates.

1.5. User Materials means any information, presentations, articles, data, software, equipment or other materials, and any logos, trademarks, look and feel or other branding provided to InveniAI by or on behalf of a User and which InveniAI hosts, uses or modifies in connection with AlphaMeld® or the services provided by InveniAI hereunder.

1.6. Content means any data, or other metadata, metrics, charts, graphs, literature or other content in any form that InveniAI provides to a user in or through AlphaMeld®, excluding User Materials.

1.7. Delivery Method means the delivery method or medium as a User-specific Box service or cloud instance on Amazon or InveniAI cloud instance in Amazon web services and mutually agreed by InveniAI and a User from time to time.

1.8. Documentation means the AlphaMeld® user manuals and technical specifications InveniAI provides or otherwise makes available to a user in electronic form or otherwise.

1.9. End User means an employee or consultant that a User authorizes to use AlphaMeld® consistent with the Access Level.

1.10. Implementation " means the services required to configure AlphaMeld® for the uses contemplated under a User's rights or subscription.

1.11. Log-in Details means a unique user name and password used by an End User to access AlphaMeld® and/or User's IP address (as provided by such User to InveniAI in writing from time to time), in each case as required by InveniAI to validate access and other details (technical or otherwise) required to provide access to AlphaMeld® and its log-in process.

1.12. Permitted Use means activities allowed while accessing AlphaMeld®, which are described in more specific terms in Section 2.6 below.

1.13. Third Party Host means the on-line platform InveniAI uses, such as Amazon Web Services.

1.14. Update means the release of a version of AlphaMeld® containing error corrections, fixes, patches or adjustments, but not including major structural changes and/or significant new features, such version being recognized by an increase in the value of the secondary version number (e.g., version 3.0 to be replaced by version 3.1).

1.15. Upgrade means the release of a version of AlphaMeld® containing major structural changes and/or significant new features, such version being recognized by an increase in the value of the primary version number (e.g., version 3.x to be replaced by version 4.x).

2. Access; Related Provisions

2.1. Access and Delivery InveniAI, subject to these AlphaMeld License Terms, during the Term (such "Term" defined in a separate written agreement between InveniAI and each User), and via the Delivery Method, shall provide User with access to and use of AlphaMeld® at the Access Level, and for the Permitted Uses, in each case for User's internal business purposes and not for resale or redistribution. During the Term, InveniAI shall provide to User, at no additional charge, all Updates and Upgrades, each of which constitutes AlphaMeld® and is subject to the terms and conditions of this Agreement.

2.2. License InveniAI hereby grants User a limited, non-exclusive, non-transferable, non-sublicensable (except to User's affiliates) right and license during the Term to (a) host (or, if specified by User's instruction from time to time, have hosted by a Third Party Host) AlphaMeld® on a single server for use under the terms set out in these AlphaMeld® License Terms; (b) access and use AlphaMeld® solely for User's internal business purposes; and (c) use and make a reasonable number of copies of the Documentation solely for User's internal business purposes in connection with User's use of AlphaMeld®.

2.3. Implementation InveniAI, subject to this Agreement, shall perform the Implementation services specified in any work plan agreed to by InveniAI or otherwise agreed upon by the Parties on the time schedule established. InveniAI shall not be responsible for delay in the performance of the Implementation services to the extent such delay is directly caused by User's delay in the performance of tasks, if any, assigned to User in such work plan.

2.4. Support Services InveniAI shall provide to User technical support for AlphaMeld® under InveniAI's support policy attached as Exhibit 1, as may be amended from time to time by InveniAI.

2.5. Use of Content

  • 2.5.1. Permitted Uses 2.5.1. User may access, download and/or print Content as required for Permitted Uses, and may include insubstantial portions of Content in User's tangible and electronic reports and other documents to further such Permitted Uses. An "insubstantial portion" of Content means an amount of Content that: (a) a person familiar with the industry would reasonably determine has no stand-alone independent commercial value; and (b) could not be a substitute for a subscription to AlphaMeld®.

  • 2.5.2. Content Notice User shall ensure that each copy of any Content and each report or other document containing Content includes the following notice with respect to the Content: "This material is reproduced under a license from InveniAI. You may not re-distribute this material in whole or in part without the prior written consent of InveniAI."

2.6. Permitted Use

  • 2.6.1. End Users 2.6.1. User shall limit access to AlphaMeld® solely to End Users and, where the Access Level is "Named End Users," shall limit the number of End Users accessing AlphaMeld® at any one time to the number of Named End Users specified by InveniAI or in any agreement between InveniAI and User. User shall inform End Users of the restrictions and requirements of these AlphaMeld® Terms, and User shall remain solely responsible for each End User's compliance with all such restrictions and requirements.

  • 2.6.2. Restrictions 2.6.2. Except as otherwise provided in any written agreement bteween InveniAI and User, User shall not, and shall not assist, authorize or permit any user or other Third Party to, (a) grant any Third Party access to, possession of or use of AlphaMeld®, (b) reverse engineer, decompile, disassemble, decrypt or derive or attempt to derive source code of the AlphaMeld® software, (c) scrape, extract or download Algorithms or Content or otherwise acquire Algorithms or Content other than as authorized by this Agreement; (d) modify any portion of AlphaMeld®, (e) develop a derivative work of AlphaMeld®, (f) disclose any password, security, or other Log-in Detail to any person other than an End User with a valid need for the information, (g) use AlphaMeld® in a manner beyond the scope of the license granted under these AlphaMeld® Terms, (h) remove, conceal or alter any identification, copyright or other proprietary rights notice or label on AlphaMeld® or Content or any report it delivers, (i) create or participate in a denial of service, hack into, make unauthorized modifications of, or otherwise impede AlphaMeld®, whether by using malware or otherwise; or (j) intercept the communications of others using AlphaMeld® or falsify the origin of User's or an End User's communications or attempt to do any of the foregoing.

  • 2.6.3. Prohibited Use Under no circumstances may User or any of its End Users use AlphaMeld® in the fields of (1) neuroscience (including, for the avoidance of doubt, any neurons, all neuro-influencing cells, such as astrocytes, microglia and analogous immune cells, only when such cells have as either their primary effect influencing, or any material impact on, outcomes in neurological diseases) and (2) immuno-oncology.

  • 2.6.4. Malware Protection InveniAI shall use commercially reasonable, market standard efforts to ensure that AlphaMeld® is free from any virus, worm or other malware, including the use of commercially available anti-malware software.

2.7. Certification On the date that is one calendar year from the Effective Date and each one-calendar year anniversary thereafter, each User shall send to InveniAI a written certification that such User is in compliance with the AlphaMeld® Terms.

3. Pricing

The pricing for each User's use of AlphaMeld® is set forth in a separate agreement between InveniAI and such User.

4. Intellectual Property Ownership

Notwithstanding any contrary provision in any agreement between InveniAI and a User, all right, title and interest, including all intellectual property rights, in and to AlphaMeld® and the Documentation are and shall remain exclusively owned by InveniAI, its licensors and their respective successors and assigns. All right, title and interest, including all intellectual property rights in and to the User Materials are and shall remain exclusively owned by User, its licensors and their respective successors and assigns.

5. Confidentiality

The AlphaMeld® Terms shall be treated as the confidential information of InveniAI and each User shall treat and maintain, in strict confidence and secrecy the AlphaMeld® Terms, and shall not disclose, publish, or disseminate in any manner, such information to a Third Party other than to those of its representatives or End Users with a need to know the same for the purpose of performing activities hereunder.

6. Disclaimer

AlphaMeld® IS PROVIDED TO USERS "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INVENIAI, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO AlphaMeld®.

The information or views shared at or via AlphaMeld® do not constitute medical advice, treatment plan recommendations, therapeutic recommendations or diagnostic recommendations. Each User acknowledges and agrees that while AlphaMeld® aids in data analysis, its tools do not generate, validate, or refute scientific hypotheses on their own. Each User also acknowledges and agrees that AlphaMeld® and its tools cannot and do not provide guidance on drug or diagnostic development, repurposing of existing drug or diagnostic products, or treatment protocols, and that Users shall not rely upon it for such purposes. Each User expressly agrees that use of AlphaMeld®, including all content, data or software distributed by, downloaded or accessed from or through AlphaMeld® is at such User's sole risk.

Exhibit 1

AlphaMeld® Support Policy

Support Services. InveniAI provides telephone and email standard support services on normal business days between the hours of 9:00 AM. and 6:00 p.m. Eastern Standard Time. Emergency support is available 24x7. InveniAI may change the hours of availability of support and all other conditions applicable to support in its reasonable discretion upon written notice to a User, provided that the support services and availability thereof are not materially diminished from the terms set forth herein. InveniAI provides support services only under its then-standard support service practices.

I. Maintenance

InveniAI shall: (i) provide each User with at least five (5) days' prior written notice of any scheduled maintenance, (ii) cooperate with each User to minimize any disruption in AlphaMeld® that may be caused by such scheduled maintenance, and (iii) perform such scheduled maintenance during non-peak hours.

"Emergency Maintenance" is defined as efforts to correct application or network conditions of AlphaMeld® likely to cause a material outage; requiring immediate action. InveniAI will perform Emergency Maintenance deemed necessary, but will use commercially reasonable efforts, to notify each User before such event.

II. Client Support & Service Level Response

Technical call and email support for AlphaMeld® are available business days between the hours of 9:00 am and 6:00 p.m. EST. Emergency issues defined as Severity 1, may be reported and acted upon 24x7.

Support Phone: +1 203-643-8020 Support Email: alphameld@inveniai.com

Severity Levels: A User shall set the initial severity level of an incident in reporting to InveniAI. InveniAI may downgrade the severity level according to User's information and InveniAI's discoveries during the problem resolution efforts. The incident severity will determine the response levels within InveniAI. The description, response times and responsibilities are as follows:

InveniAI will use commercially reasonable efforts to provide response(s) based on the severity of the problem.

Severity 1: AlphaMeld® is down, and workflow is in jeopardy and/or not functioning. Initial response time will be within two (2) hours; the target resolution timeframe will be within twenty-four (24) hours.

Severity 2: Important issue, but AlphaMeld® is functioning. Initial response time will be within one (1) business day; the targeted resolution timeframe will be within three (3) business days.

Severity 3: Help request relating to the use of the system and/or general questions. Initial response time will be within three (3) business days; disposition timeframe will be within five (5) business days.

Severity 4: Feedback regarding Content. Initial response time will be within five (5) business days; targeted resolution, if any, timeframe will be the next Update.