Insilico Medicine

End user terms and conditions for Insilico Models

Effective Date: May 15, 2026

LICENSE AGREEMENT

(Channel Partner Platform Use Only)

This License Agreement (the “Agreement”) forms an agreement between you (“Subscriber”) and Insilico Medicine AI Limited, a UAE limited liability company with its principal office of business at Level 6, Unit 08, Block A, IRENA HQ Building, Masdar City, Abu Dhabi, United Arab Emirates (“Insilico”) and govern Subscriber’s use of the Insilico Products (as defined below) and/or Services (as defined below) that are made available via a third party platform (e.g. Platform and Foundry of Microsoft, Platform and SageMaker of AWS) (each, a “Channel Partner Platform”) by the applicable third party platform provider (e.g. Microsoft, AWS) and/or its affiliates (the “Channel Partner”).

This Agreement is entered into on the earlier of the date Subscriber: (a) first uses any part of the Insilico Products; or (b) first consents to or executes a version of this Agreement (such date, the “Effective Date”). Insilico and Subscriber are hereinafter referred to each as a “Party” and collectively as the “Parties.”

BY USING THE INSILICO PRODUCTS, SUBSCRIBER ACKNOWLEDGES THAT SUBSCRIBER HAS READ, ACCEPTS, AND AGREES TO BE BOUND BY AND TO COMPLY WITH THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12.9 OF THIS AGREEMENT (ENTIRE AGREEMENT; AMENDMENT; AND WAIVER). IF SUBSCRIBER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, SUBSCRIBER MUST IMMEDIATELY CEASE ANY FURTHER USE OF THE INSILICO PRODUCTS. IF SUBSCRIBER IS USING THE INSILICO PRODUCTS ON BEHALF OF ANOTHER PERSON OR ENTITY, SUBSCRIBER REPRESENTS AND WARRANTS TO INSILICO THAT SUBSCRIBER HAS THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THIS AGREEMENT.

1. DEFINITIONS

The capitalized terms below shall have the following meanings for purposes of this Agreement:

1.1 “Affiliate” of an organization means any other organization that directly or indirectly Controls, is Controlled by, or is under common Control with, the first organization.

1.2 “Applicable Law” means all applicable laws, statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judgement, orders, decisions, rulings or awards, including those of the government of the United Arab Emirates or any government agency or department in the United Arab Emirates.

1.3 “Control” over an organization means (a) owning 50% or more of the voting securities or ownership interests of the organization or (b) having the power to direct the management or policies of the organization.

1.4 “Insilico Content” means the forms, user manuals and other support and informational materials provided or collected by Insilico for use in connection with the Subscription, as may be modified from time to time by Insilico.

1.5 “Insilico Products” means the artificial intelligence and/or machine learning models (including, without limitation, foundation models, fine-tuned models, derivative models, and specialized architectures) developed by or on behalf of Insilico and identified in the applicable Order Form. Under this Agreement, the “Insilico Products” includes the Insilico Model(s) (as defined below). “Insilico Products” also includes any related software, models, and any associated data, content and/or services made available to Subscriber under the applicable Subscription.

1.6 “Insilico Model” means the artificial intelligence or machine learning model made available by Insilico under this Agreement, which may consist of: (i) fine-tuned weights and adaptations developed by or on behalf of Insilico; (ii) proprietary training pipelines, configurations, and methodologies developed by Insilico; and (iii) where applicable, a third-party open-source foundation model as the base architecture, which is subject to its own separate open-source license terms. The Insilico Model, as made available to Subscriber, is the combination of these elements as integrated and distributed by Insilico.

1.7 “Intellectual Property Right” means any patent application, patent, copyright, moral right, database right, trademark right, trade secret or other intellectual property or proprietary right recognized or enforceable under any national, local or international law.

1.8 “Order Form” means any order form (i) entered into by Subscriber via a Channel Partner Platform, or (ii) signed by Subscriber and Insilico under this Agreement in writing, for the Subscription. Any Order Form shall be deemed an integral part of this Agreement.

1.9 “Product Information Page” means the description and information page for the Product as displayed on the Channel Partner Platform, as may be updated from time to time.

1.10 “Services” means all services and tasks that Insilico provides or is obligated to provide under this Agreement and the relevant Order Form.

1.11 “Subscription” means the rights purchased by Subscriber and granted to Subscriber by Insilico, pursuant to this Agreement and the applicable Order Form, to access, deploy, and use the Insilico Model(s) through the applicable Channel Partner Platform.

For clarity, the Insilico Model(s) is/are made available to Subscriber as a deployable artifact (e.g., a containerized model package) via the Channel Partner Platform. Subscriber deploys the Insilico Model(s) onto computing resources provisioned and paid for by Subscriber through the applicable Channel Partner. Insilico does not host, operate, or maintain the deployed instance of the Insilico Model(s), and does not have access to Subscriber’s deployed instance, inference inputs, or inference outputs.

1.12 “Subscriber Data” as used in this Agreement means the electronic data and files entered, imported, uploaded or transferred in the process of using the Subscription by Subscriber, its Affiliate or a User, excluding any Insilico Content.

1.13 “Support & Maintenance Policy” means the “Support and Maintenance Policy” set out in Appendix I to this Agreement.

1.14 “User” means Subscriber’s or its Affiliate’s employee authorized by Subscriber or its Affiliate to use the Subscription.

2. SUBSCRIPTION AND OTHER PRODUCTS AND SERVICES

2.1 Access to Insilico Products via Channel Partner’s access method(s) (including without limitation to method of Channel Partner’s API) (the “Channel Partner Access Method(s)”). Insilico makes the Insilico Model(s) available as deployable artifacts through the Channel Partner Platform. Subscriber may access and deploy the Insilico Model(s) onto computing resources provisioned by Subscriber through the applicable Channel Partner. Subscriber is solely responsible for provisioning, configuring, and paying for all computing resources required to run the Insilico Model(s). Insilico does not have access to: (i) Subscriber's deployed instance of any Insilico Model(s); (ii) any data submitted by Subscriber as inference inputs; or (iii) any outputs generated by the deployed Insilico Model(s). Subscriber does not have access to the model weights, container image, or other proprietary components of the Insilico Model(s), which remain protected through the Channel Partner Platform’s access control mechanisms.

2.2 Fine-tuning Insilico Model(s) via Channel Partner Access Method(s) (if applicable). Subscriber can use its data to fine-tune the Insilico Model(s) via Channel Partner Access Method(s). Upon completion of a fine-tuning job, Subscriber can use the fine-tuned model on the Channel Partner Platform. Except for Subscriber’s proprietary data used in the fine-tuning process, all rights, title, and interest in and to the original Insilico Model(s), shall remain the exclusive property of Insilico. Subscriber is granted a limited license to use such fine-tuned model during the Subscription Period via Channel Partner APIs. Except as expressly set forth herein, Insilico is not responsible for the performance of the fine-tuned model or its outputs. Subscriber’s rights to access or use the fine-tuned model will cease upon the earlier of the end of the Subscription Period or the Term.

1.3 Subscription and Insilico Content. Subject to Subscriber and Users’ compliance with the terms and conditions set forth in this Agreement and subject to the full payment of the fees specified in the relevant Order Form and/or bill(s), Subscriber may use the Subscription for Subscriber’s and its Affiliates’ own internal research, development, and commercial activities in the life sciences, including but not limited to drug discovery, target identification and validation, molecular design, preclinical research, clinical development, and related scientific and business operations, and use the Insilico Content solely to support use of the Subscription under this Agreement. Subscriber may allow its Affiliates and Users to use the Subscription and Insilico Content subject to the same terms and conditions of this Agreement as are applicable to use by Subscriber. Subscriber shall remain fully responsible and liable for the acts and omissions of its Affiliates and Users.

1.4 Insilico Services. Subject to the relevant Order Form and Subscriber’s full and timely payment of the relevant Service Fees, Insilico shall enable the applicable Channel Partner Platform to make available the Insilico Products and Services to Subscriber, and grant to Subscriber a revocable, non-exclusive, non-sublicensable, non-transferable, and limited license to access and use the Insilico Products and Insilico Content to facilitate Subscriber’s use of the Services. Insilico may delegate such services in relation to the Subscription to one or more of its Affiliates.

1.5 Third-Party Products and Services. Insilico may enable or allow access to products, services and websites provided by other persons or entities (each, a “Third-Party Product”). Subscriber is solely responsible for entering into and complying with contractual agreements or other terms and conditions that the providers of such Third-Party Products may require Insilico to enter into or comply with. Insilico does not make any representation regarding or endorse any Third-Party Product. Insilico shall have no obligation or liability relating to any Third-Party Product, including any transaction, product or services provided by or through the Channel Partner Platform, any cloud computing services, or any infrastructure services provided or operated by the Channel Partner or its Affiliates in connection with the Subscription. All transactions and relationships between Subscriber and Channel Partner or any other Third-Party Product provider are the sole responsibility of Subscriber.

3. SUBSCRIBER RESPONSIBILITIES

3.1 Equipment and Resources. Subscriber is solely responsible for any travel, accommodations, computer equipment, telecommunications and expenses required for Subscriber or its Users to access or use the Subscription.

3.2 Configuration and Use. Subscriber may not allow any person or entity to use or access the Subscription or Insilico Content except its Affiliates and Users. Use of the Subscription and Insilico Content under this Agreement is limited to the number of authorized Users and other limitations set forth in the Order Form. Subscriber and its Affiliates and Users shall comply with the Acceptable Use Policy set out in Appendix II hereto. Subscriber is solely responsible for the conduct of Subscriber and its Affiliates and Users in relation to the Subscription and shall ensure that such conduct do not violate any law or regulation or infringe on the rights of third parties.

3.3 Data Validity. Subscriber shall ensure that its use of any Subscriber Data complies with Applicable Laws, including any required notices, consents, approvals or permits. Subscriber shall only upload data to the Subscription or use it for fine-tuning the relevant models (“Uploaded Data”) for which a legal authorization and/or consent is given and for which the Subscription has a legal right of processing under Applicable Laws. Subscriber shall ensure that the Uploaded Data shall be procured, utilized, stored and transferred in accordance with Applicable Laws, and provide Insilico with reasonable proofs evidencing the compliance with laws and regulations upon Insilico’s request three (3) days prior hereto. Insilico and its Affiliates will not have direct access to the Uploaded Data unless Subscriber consents or instructs otherwise. Where Subscriber intends to disclose to Insilico and its Affiliates or grant Insilico and its Affiliates access to any Uploaded Data for Insilico and its Affiliates to perform the services, Subscriber is obliged to satisfy the prerequisites required by laws (including but not limited to, to obtain explicit consents from the owners of the Uploaded Data, to conduct safety assessment, to report or make filings to any regulatory authorities, where applicable) so as to enable Insilico and its Affiliates to process such Uploaded Data in a way compliant with Applicable Laws.

In particular, in the event that the upload of any of the foregoing data involving human genetic resources data, personal identifiable information, protected health information or similar concept under Applicable Laws is subject to the government agency’s approval, permit or scrutiny, the Subscriber shall take the responsibility for such application on its own behalf, and if requested by Insilico, on behalf of Insilico, and Insilico will make commercially reasonable efforts to assist the Subscriber in procuring such approval or permit. The Subscriber may not disclose to Insilico and its Affiliates or grant Insilico and its Affiliates access to such Uploaded Data without being granted such approval, permit or undergoing necessary scrutiny process and will be solely responsible for obtaining such approval or permit or going through necessary processes.

4. SUBSCRIBER DATA

4.1 No Access to Subscriber Data. In providing the Subscription to Subscriber via the Channel Partner Access Method(s), Insilico does not have access to or receive any Subscriber Data, except (i) as necessary for the provision of support services as described in the Support & Maintenance Policy (the “Support Services”); as otherwise set forth in this Agreement; or (iii) as otherwise expressly agreed by Subscriber.

Insilico will, however, receive certain Usage Data (as defined below) from the applicable Channel Partner, as described in Section 4.2(c) (Usage Data).

4.2 Insilico and its Affiliates shall not use and disclose Subscriber Data except for (i) the purpose of providing the Subscription and related services under this Agreement; (ii) permitted by Subscriber; or (iii) required by Applicable Laws. Insilico and its Affiliates may not access any Uploaded Data without the written consent from Subscriber and completion of any required procedures with the government agency (if any). Notwithstanding anything to the contrary in this Agreement:

(a) Insilico and its Affiliates may use and disclose Subscriber Data as reasonably necessary to comply with Applicable Laws.

(b) To the extent permitted by Applicable Laws, Insilico and its Affiliates may derive or create from Subscriber Data benchmarking, transactional or performance information and other forms of statistics or analytics on an aggregated basis that may not reasonably be used on its own to distinguish or trace the identity of a Subscriber or its Affiliate or User (collectively, “Analytics”).

(c) Insilico and its Affiliates may receive the Subscription usage information and/or user behavior of the Subscriber (including volume of Subscriber usage in certain period of time) (the “Usage Data”) to understand the usage and performance of the Subscription for account management and record keeping purposes. Such Usage Data shall be deemed part of Insilico Content and shall not be considered Subscriber Data.

(d) Nothing in this Agreement prohibits Insilico and its Affiliates from using Subscriber Data that: (i) is or becomes publicly available except through violation of this Agreement by Insilico or its Affiliates; (ii) is or was received by Insilico or its Affiliates from a third party that to their knowledge is not under a confidentiality obligation with respect to the Subscriber Data; or (iii) is or was previously known to or independently developed by Insilico or its Affiliates without use of the Subscriber Data.

4.3 Insilico and its Affiliates will delete all Uploaded Data upon termination or expiration of this Agreement or upon the completion of the services, except that Insilico and its Affiliates may retain copies of Uploaded Data for archival purposes including computer records that have been created by automatic archiving and back-up procedures, as consistently applied by the Insilico and its Affiliates, or as otherwise required by Applicable Laws. Nothing herein shall require the destruction or deletion of electronic files automatically maintained on routine computer system backup tapes, disks or other backup storage devices as long as such backed-up information is not used, disclosed or otherwise recovered from such backup devices. Insilico and its Affiliates can recover such backed-up information only if Subscriber gives its written consent and completes any required procedures with the government agency (if any). For further clarity, support requests from Subscriber and any communication between Subscriber and Insilico and/or any record of activities performed in correspondence to such support requests do not need to be deleted or destroyed by Insilico, and can be further accessed by Insilico or its Affiliates for possible improvements of certain features of the Subscription or otherwise, but shall not be shared with any third parties for any commercial purposes.

5. PAYMENT

5.1 Fees and Expenses. Subscriber shall be responsible for paying to the applicable Channel Partner all applicable fees and taxes related to the Subscription (the “Subscription Fees”), in accordance with the payment procedures and rules of the applicable Channel Partner. For clarity, all transaction-related matters, including invoicing and the handling and remittance of taxes across all applicable jurisdictions, are managed by the Channel Partner as the platform provider. Insilico will not invoice or collect payment directly from Subscriber for the Subscription made via the Channel Partner Platform, except in a separate transaction under a private offer agreed upon through the applicable Channel Partner Platform.

6. TERM AND TERMINATION

6.1 Subscription Period. The subscription period under this Agreement (the “Subscription Period”) shall commence on the Effective Date and will continue until the earlier of: (i) Subscriber unsubscribes from the Insilico Products or the Subscription expires and is not renewed by Subscriber; (ii) the Applicable Channel Partner ceases to make the subscribed Insilico Products available to Subscriber; or (iii) this Agreement is terminated in accordance with its terms. Upon expiration or early termination of the Subscription Period, Subscriber’s right to access and use the Subscription pursuant to the Order Form expires.

6.2 Term. The term of this Agreement (the “Term”) commences on the Effective Date and shall remain in effect until the Subscription Period expires or the date of termination of this Agreement under its terms, whichever is earlier.

6.3 Termination for Cause.

(a) Notwithstanding anything to the contrary in this Agreement, Insilico may terminate this Agreement and/or require that the applicable Channel Partner Platform suspend Subscriber’s access to any portion or all of the Insilico Products if: (i) Insilico reasonably suspects that Subscriber is using the Insilico Products in material breach of this Agreement; or (ii) Subscriber fails to pay any Subscription Fees when due. Insilico may also require suspension in the event Insilico determines a suspected breach by Subscriber creates a risk of irreparable harm or a risk to other Subscribers, including with respect to the security or integrity of any Insilico Products, in which case, Insilico will endeavor to provide as much advance notice as practical in the circumstances. Insilico will have no liability for any losses (including any loss of data or profits), or any other consequences that Subscriber may incur due to such requirement.

(b) Either Party may terminate this Agreement upon written notice in the event of filing of a petition in bankruptcy of the other Party, or commencement of a receivership or similar proceeding based on the insolvency of the other Party.

6.4 Effect of Termination. Upon termination or expiration of this Agreement, all rights and licenses granted by a Party under the Agreement immediately terminate, and Subscriber and its Affiliates and Users shall immediately cease use of the Subscription and Insilico Content. Termination by either Party will not relieve the other Party of its obligations and liabilities due before or in connection with the termination, and all payments made by such other Party prior to the termination will not be refunded. Sections 6.4, 7, 8.1, 8.2, 10, 11 and 12 and the provisions that by their terms naturally survive shall survive expiration or termination of the Agreement.

7. CONFIDENTIAL INFORMATION

7.1 Confidential Information Defined. “Confidential Information” as used in this Agreement includes, without limitation, any information and data that during the Term is disclosed by or on behalf of a Party or its Affiliate (the “Disclosing Party”) to the other Party or its Affiliate (the “Receiving Party”) and at the time of disclosure: (i) is designated in writing as “Confidential” or (ii) would reasonably be understood by the Receiving Party to be confidential due to its nature or the circumstances of disclosure. Confidential Information includes, without limitation, any proprietary or confidential information relating to the Disclosing Party’s or its Affiliate’s business, affairs, operations, properties, assets (including technology and intellectual property), product information, know-how (including, without limitation, compound structure, protein structure, methods, research and development records, technical reports, test reports, experimental data, operating manuals, technical documents), designs, trade secrets, software, algorithms, source code, chemical structures, biological targets of interest, services, inventions, formulas, drawings, engineering, hardware configuration information, personnel information, employees, customers, supplier contracts, prospects, liabilities, research, processes, or methods of operation, as well as any reproductions, summaries, analyses, or extracts of such information.

7.2 Obligations. Except as approved by the Disclosing Party in writing, the Receiving Party shall not: (i) use the Confidential Information of the Disclosing Party except to perform or exercise its rights and obligations under this Agreement; or (ii) disclose the Confidential Information of the Disclosing Party to any third party except to the Receiving Party’s Affiliates, contractors, agents, directors, officers or employees (each, a “Representative”) who are under a duty to use and disclose the Confidential Information only as permitted under this Agreement. The Receiving Party shall be responsible for any use by its Representative of the Confidential Information it discloses to its Representative. Upon termination or expiration of the Agreement, each Party shall cease use of, and within thirty (30) days of such termination or expiration shall destroy or return, all Confidential Information of the other Party, except that: (a) each Party may retain Confidential Information as required to comply with its obligations under applicable laws or regulations; and (b) Confidential Information may be stored on secured backup media that are destroyed no more than twelve (12) months after the month in which the Agreement terminates or expires.

7.3 Exceptions. Neither Party’s obligations under this Section 7 apply to: (i) information which is or becomes publicly available except through any act or omission of the Receiving Party in violation of a duty to the Disclosing Party; (ii) information received by the Receiving Party from a third party that to the Receiving Party’s knowledge is not under a confidentiality obligation with respect to the Confidential Information; or (iii) information previously known to or independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information in accordance with a subpoena, judicial or other governmental order, or requirement of any law, regulation or the rules of any applicable stock exchange, provided that where legally permissible the Receiving Party must give the Disclosing Party reasonable written notice prior to such disclosure and provide reasonable cooperation in seeking confidential treatment for the Confidential Information.

7.4 Publicity. Notwithstanding anything to the contrary, each Party may include the name and logo of the other Party, as well as the general nature of the business relationship (i.e. AI software/model subscription under this Agreement) in its list of its business partners and/or clients for the purpose of company introductory or promotional activities. This term survives the expiration or termination of this Agreement.

8. INTELLECTUAL PROPERTY

8.1 Insilico IP Ownership. Insilico retains ownership of and reserves all Intellectual Property Rights in or related to the Insilico Products, Subscription, Insilico Content or Analytics (collectively, “Insilico IP”). Insilico does not convey to Subscriber or its Affiliate or User any Intellectual Property Right in any Insilico IP except for the non-exclusive right to use the Subscription and Insilico Content as set forth in this Agreement. All rights not expressly granted by Insilico to Subscriber under this Agreement are reserved. The Insilico Products are made available through the applicable Channel Partner, and not "sold", to Subscriber. Subscriber agrees further that Insilico is free to use and incorporate into Insilico IP any comment or feedback provided by Subscriber or its Affiliate or User, and that such use or incorporation does not create or give rise to any Intellectual Property Right of Subscriber or its Affiliate or User in Insilico IP.

For clarity, Insilico Models may consist of one or more underlying open-source base models that are made available under applicable open-source licenses. In such case, Insilico’s rights under this Agreement relate to its proprietary fine-tuned weights, adaptations, training pipelines, configurations, and methodologies developed by Insilico and applied to such base models, and do not extend to ownership of the underlying open-source base models themselves.

8.2 Subscriber IP Ownership. Subscriber retains ownership of and reserves (i) all Intellectual Property Rights in or related to the Subscriber Data or any other materials, communications or content that Subscriber or its Affiliate or User supplies for use in connection with the Subscription and (ii) all Intellectual Property Rights conceived or created by Subscriber and its Affiliates and Users in using the Subscription (collectively, “Subscriber IP”). Subscriber does not convey to Insilico any Intellectual Property Right in any Subscriber IP, except as expressly set forth in this Agreement.

8.3 Subscriber IP License. Subscriber grants Insilico a non-exclusive, non-sublicensable right during the Term to use, copy and create derivative works of the Subscriber IP only to perform its obligations under or as otherwise set forth in this Agreement.

9. WARRANTIES AND LIMITATIONS

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INSILICO DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING AT LAW, OR OTHERWISE RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE SUBSCRIPTION, INSILICO PRODUCTS, INSILICO CONTENT AND ANY SERVICES PROVIDED UNDER THE AGREEMENT. WITHOUT WAIVING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INSILICO DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, DATA OR SYSTEM INTEGRITY, AVAILABILITY, TIMELINESS, COMPLETENESS, NON-INFRINGEMENT, OR THAT THE SUBSCRIPTION WILL PERFORM WITHOUT INTERRUPTION OR ERROR FREE, AND ANY WARRANTY REGARDING SUBSCRIBER’S USE OF THE SUBSCRIPTION, DATA OR INFORMATION ACCESSIBLE THEREFROM, ANY DECISION MADE USING THE SUBSCRIPTION, UNAUTHORIZED ACCESS TO THE SUBSCRIPTION, OR SUBSCRIBER’S USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SUBSCRIPTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INSILICO MAY MAKE CHANGES TO THE SUBSCRIPTION FROM TIME TO TIME AND THOSE CHANGES SHALL NOT BE DEEMED TO GIVE RISE TO BREACH OF WARRANTY OR LIABILITY OF INSILICO.

10. INDEMNIFICATION

10.1 Insilico Indemnification. Insilico shall defend Subscriber and its Affiliates and their employees, officers, directors and agents (each, a “Subscriber Indemnitee”) from and against any third-party claim, demand, lawsuit or legal action: (i) alleging that the Insilico IP infringes or violates an Intellectual Property Right of a third party; (ii) arising from Insilico’s failure to perform under Section 4(SUBSCRIBER DATA); or (iii) arising from Insilico’s violation of its obligations under this Agreement with respect to Confidential Information (each of (i), (ii) and (iii), an “Insilico Indemnified Claim”), and indemnify each Subscriber Indemnitee against any direct damages in connection with an Insilico Indemnified Claim, except to the extent that such Insilico Indemnified Claim arise from: (i) use of the Subscription not in accordance with this Agreement or written policies and guidelines Insilico has made available to Subscriber reasonably in advance; (ii) any claim arising from or related to any fine-tuned part or content of the relevant model resulting from fine-tuning performed by or on behalf of Subscriber or its Affiliates or Users; or (iii) failure of Subscriber or its Affiliate or User to follow reasonable support or maintenance instructions provided by Insilico.

10.2 Subscriber Indemnification. Subscriber shall defend Insilico and its Affiliates and their employees, officers, directors and agents (each, an “Insilico Indemnitee”) from and against any third-party claim, demand, administrative penalty, lawsuit or legal action: (i) alleging that Subscriber IP infringes or violates an Intellectual Property Right of a third party; (ii) arising from any matter for which Subscriber is responsible under Section 3 (SUBSCRIBER RESPONSIBILITIES); or (iii) arising from violation by Subscriber of its obligations under this Agreement with respect to Confidential Information (each of (i), (ii) and (iii), a “Subscriber Indemnified Claim”), and indemnify each Insilico Indemnitee against any direct damages in connection with a Subscriber Indemnified Claim.

10.3 Indemnification Conditions.

(a) As a condition of any Party’s duty to defend or indemnify under this Section 10, the person or entity seeking defense or indemnification must: (i) give the indemnifying Party prompt written notice of the applicable claim, demand or legal action; (ii) allow the indemnifying Party sole control of the defense and settlement; and (iii) reasonably cooperate in the defense and settlement at the indemnifying Party’s cost, except that the indemnified person or entity will not be required to make any settlement payment unless the indemnifying Party agrees to include that payment as an indemnified expense.

(b) In the event of any claim, demand, legal action or notice alleging infringement of Insilico IP, Insilico may either: (i) replace or modify the Insilico IP in whole or in part in a manner that does not materially degrade the Subscription; (ii) obtain a license or other grant necessary to continue to provide the Insilico IP in accordance with the Agreement, or (iii) terminate the Agreement upon written notice to Subscriber, in which case, Insilico’ sole liability will be its obligations under Section 10.1 above and a refund to Subscriber of any pre-paid fees for the period after the termination.

11. LIMITATIONS OF LIABILITY

11.1 IN NO EVENT WILL A PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, INTENTIONAL OR UNINTENTIONAL TORT, OR ANY OTHER LEGAL THEORY, FOR LOST REVENUE, LOST PROFITS, LOST DAMAGES, LOSS OF DATA, LOSS OF USE, ANY CLAIM OR ACTION OF ANY THIRD PARTY (INCLUDING THE APPLICABLE CHANNEL PARTNER) EXCEPT UNDER SECTION 10 (INDEMNIFICATION) OF THIS AGREEMENT, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THE PARTY OR ITS AFFILIATE MAY HAVE ANTICIPATED OR BEEN ADVISED OF SUCH DAMAGES.

11.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF A PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER UNDER CONTRACT, TORT OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS PRIOR TO WHEN THE FIRST OF ANY SUCH LIABILITIES AROSE. IN NO EVENT WILL A PARTY BE LIABLE FOR ANY DAMAGES FOR BREACH OF CONTRACT UNDER THIS AGREEMENT UNLESS THE NON-BREACHING PARTY FIRST PROVIDED TO THE BREACHING PARTY THIRTY (30) DAYS’ PRIOR WRITTEN NOTICE OF SUCH BREACH AND AN OPPORTUNITY FOR THE BREACHING PARTY TO CURE SUCH BREACH WITHIN THOSE THIRTY (30) DAYS.

11.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LIMITATIONS IN THIS SECTION 11 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

12. GENERAL TERMS

12.1 Relationship of the Parties. Both Parties agree that they are independent entities and that nothing in this Agreement creates a partnership, joint venture, fiduciary, agency, or affiliate relationship between the Parties.

12.2 Force Majeure. No Party will be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are materially delayed or prevented by reason of any event that is beyond the reasonable control of that Party and could not reasonably have been foreseen and protected against by that Party, including any act of nature (including fire, earthquake or natural disaster) or act of government (such as new legislation or administrative measure, war, terrorism, embargo, sanction, export control or material change in government charge including taxes or Tariffs), provided that the non-performing Party must give the other Party prompt written notice of the event.

12.3 Notices. Notices required under this Agreement to be in writing must be sent by email or deposited with a reputed international courier with a reliable system for tracking delivery and shall be deemed to have been duly given when, in the case of an email, transmitted to the email server of the receiving Party or, in the case of courier delivery, delivery is confirmed on the tracking system of the courier service. Insilico shall deliver any written notice to the postal or email address identified in Subscriber’s Channel Partner account/Order Form or otherwise through the Channel Partner Platform. Subscriber shall deliver any written notice either through the Channel Partner Platform or to the applicable support team as stated in the Support & Maintenance Policy. Either Party may from time to time change the address for written notices by giving the other Party prior written notice of the change.

12.4 Assignment. Neither Party may assign any of its rights or obligations under this Agreement without prior written consent from the other Party, provided that a Party may assign this Agreement to an Affiliate or successor in interest by merger, acquisition of all stock or of substantially all assets, or reorganization. Any purported assignment in violation of this paragraph is void and constitutes a material breach of this Agreement. In the event of a permitted assignment, the assigning Party shall provide written notice of the assignment to the other Party. This Agreement inures to the benefit of and is binding on each of the Parties, their successors, permitted assigns, and legal representatives.

12.5 Third-Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

12.6 Governing Law. This Agreement is governed by, and will be construed in accordance with, the laws of the State of New York, U.S.A., without regard to its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods.

12.7 Arbitration. Any controversy, claim or dispute arising out of or relating to this Agreement shall be referred to and finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules then effective at the time of submission for arbitration. The seat of arbitration shall be New York State, U.S.A., the number of arbitrator shall be one. The arbitration proceedings and awards shall be confidential and conducted in English.

12.8 Rules of Interpretation. It is the intention of the Parties that if an arbitrator or a court of competent jurisdiction determines that any provision of this Agreement is unenforceable, the remaining provisions of the Agreement will remain in full force and effect. Unless explicitly specified to the contrary, the word “including” wherever used herein means “including, but not limited to.”

12.9 Entire Agreement; Amendment; and Waiver. The Order Form is incorporated into and made part of this Agreement. In the event of a conflict or inconsistency between the terms of this Agreement and the terms of an Order Form, the terms of the Agreement shall take precedence over the terms of the Order Form, unless specific language in an Order Form expressly states its intention to replace and supersede certain language in the Agreement. This Agreement supersedes all prior discussions, statements, representations, and agreements, oral or written, between the Parties relating to the subject matter of the Agreement, and constitutes the entire agreement between the Parties relating to its subject matter. This Agreement may be amended, modified, or supplemented by a written document signed by an authorized representative of each Party. NOTWITHSTANDING THE PRECEDING SENTENCE, INSILICO MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING SUBSCRIBER WITH REASONABLE PRIOR NOTICE OF SUCH AMENDMENT (WHICH MAY BE BY POSTING UPDATED TERMS TO THE APPLICABLE CHANNEL PARTNER PLATFORM). The failure of either Party, at any time, to enforce any right or remedy available to it under this Agreement or otherwise with respect to any breach or failure by the other Party does not constitute a waiver of such right or remedy with respect to any other breach or failure by the other Party.

12.10 Counterparts. The Order Form and this Agreement may be executed by electronic means, and in one or more counterparts, each of which is deemed to be an original, but all of which together constitute one and the same instrument.

Appendix I

Support and Maintenance Policy

(Channel Partner Platform Use Only)

This Support and Maintenance Policy is part of the License Agreement by and between Subscriber and Insilico (the “Agreement”). All capitalized terms not defined herein have the meaning ascribed to them in the Agreement.

Technical Support

During the Subscription Period, Insilico shall provide technical support for the Insilico Products. Such support is provided on a commercially reasonable efforts basis and is limited to:

(a) Technical Inquiries: Responding to questions regarding the configuration, intended use, and documented operation of the Insilico Products.

(b) Defect Investigation: Investigating and, at Insilico’s sole discretion, addressing verified defects, errors, or material deviations of an Insilico Model from its official documentation.

(c) Fine-Tuning Assistance: Responding to issues related to fine-tuning workflows, provided that such issues are directly attributable to the Insilico Model and not to (i) Channel Partner Access Method(s) (e.g., API failures), (ii) Subscriber Training Data, or (iii) Subscriber’s specific computing environment or hardware.

Support Limitations & Exclusions

Subscriber acknowledges and agrees that:

(1) No Guaranteed Response Times: Insilico does not guarantee any specific response time, "uptime" percentage, or a definitive resolution for any reported Issue.

(2) Scientific Consulting: Support is limited to the technical operation of the Products and does not include scientific consulting, experimental design, or data analysis services.

(3) Infrastructure Carve-out: Insilico is not responsible for any failures, latency, or outages caused by the Channel Partner Platform or the underlying cloud infrastructure.

(4) “As-Is” Updates: Updates are provided when and if available. Insilico is under no obligation to develop or release specific new features or model enhancements requested by Subscriber.

Remedy

In the event Insilico fails to provide Support Services in material conformance with this Support and Maintenance Policy, provided that such failure is directly attributable to the Insilico Product(s) and not to (i) the applicable Channel Partner Access Method(s) (including, without limitation, any failures or outages of the Channel Partner APIs or platforms, such as Azure API failures), (ii) Subscriber Training Data, or (iii) Subscriber’s specific computing environment, infrastructure, or hardware, Subscriber’s sole and exclusive remedy, and Insilico’s entire obligation, shall be for Insilico to use commercially reasonable efforts to re-perform the relevant support activity within a reasonable timeframe.

Insilico’s obligations under this Support and Maintenance Policy are subject to Subscriber: (i) providing Insilico with reasonably detailed information describing the reported issue; (ii) providing reasonable access to relevant logs, configurations, or other materials necessary to reproduce or investigate the issue; and (iii) cooperating in good faith with Insilico’s investigation and remediation efforts. For the avoidance of doubt, failure to meet any informal response time expectations does not constitute a breach of this Agreement and does not give rise to any right of termination or claim for damages by Subscriber.

Appendix II

Acceptable Use Policy

(Channel Partner Platform Use Only)

This Acceptable Use Policy is part of the License Agreement (the “Agreement”) by and between Subscriber and Insilico. All capitalized terms not defined herein have the meaning ascribed to them in the Agreement.

Proper Use

Subscriber shall, and shall ensure that its Affiliates and Users, use the Insilico Products in accordance with the Agreement, the applicable Documentation, this Policy, and any other reasonable written instructions Insilico provides from time to time relating to the security, integrity, or compliant operation of the Insilico Products.

Restrictions

Except as expressly permitted by Insilico in writing, Subscriber shall not and shall ensure that its Affiliates and Users will not, with respect to any Subscription, Insilico Content, Insilico Products (including any fine-tuned models) made available or generated through use of the Subscription:

(a) copy or reproduce any such items in any form or medium;

(b) modify, reverse engineer, decompile, adapt, restructure, rearrange, reorganize, recompile, reformat, create derivative works of (except for fine-tuning specifically permitted under Section 2.2 of the Agreement), change, or add to any such items or in any way attempt to reconstruct or discover any source code or algorithms thereof, or any portion thereof, by any means whatsoever;

(c) apply any web scraping techniques against, or otherwise extract data from, any such items via an automated process, such as a bot or webcrawler;

d) remove any copyright, proprietary rights, or restrictive legends, or bypass or disable any protections that have been put in place against unlicensed use thereof;

(e) remove Insilico’s and its licensors’ legends and notices from all permitted copies, adaptations, and rearrangements of any such items (or part thereof);

(f) provide, or otherwise make available, any such items to any third party (other than employees and agents who use them merely for the purpose of providing services to Subscriber or its Affiliates);

(g) fail to take appropriate action with its employees, agents, and subcontractors, by agreement or otherwise, to satisfy its obligations under this Agreement with respect to the use, copying, protection and security of any such items;

(h) use any such items directly or indirectly for the purpose of engineering dangerous biological materials (including without limitation those that may be used as bio-weapons), or

(i) engage in any use, including copying, modification, redistribution, publication, display, performance or retransmission, of any portions of any such items, other than as expressly permitted by the Agreement.

Prohibited Uses

Subscriber shall not and shall ensure that its Affiliates and Users will not use any Subscription, Insilico Content or Insilico Products (including any fine-tuned models) to perform any probing, scanning or testing on the technical security or vulnerability of the Subscription or otherwise breach security or authentication measures.

Subscriber shall not and shall ensure that its Affiliates and Users will not use any Subscription, Insilico Content or Insilico Products (including any fine-tuned models) to knowingly upload, post, email, transmit, or otherwise make available any time bomb, worm, virus, lock, drop-dead device or other similar component of software or electronically stored information that is contrary to public interest, public morality, public order, national security, or any prohibited matter according to any Applicable Laws, regulations or policies, or that is intended in any manner to (a) damage, destroy, alter, or adversely affect the operation of software, hardware, or a service in connection with which the Subscription, Insilico Content or Insilico Products (including any fine-tuned models) is used, or (b) reveal, damage, or alter any software, hardware or data of another person without proper authority.

Consents & Authorizations

Subscriber understands that the technical processing and transmission of the Subscription, including but not limited to its account information, may involve (a) transmissions over various networks which may and may not be located in the country of Subscriber, (b) changes to conform and adapt to technical requirements of connecting networks or devices, and (c) other transmission or tracking requirements (including use of cookies, API keys, or telemetry tracking). Accordingly, Subscriber agrees to permit such parties to make such transmissions and changes, and Subscriber agrees to obtain the necessary consent from its Affiliates and Users for the same, and further obtain all rights necessary to share, provide access to and permit use of the data of Subscriber and its Affiliates and Users by Insilico, its Affiliates and their agents in accordance with the Agreement.

Trial Versions

Insilico may from time to time invite Subscriber to try services and software that are not generally available to Insilico’s subscribers (“Trial Versions”). Subscriber may elect to participate in Trial Versions at Subscriber’s sole discretion. Trial Versions will be identified as trial, beta, pilot, early access, limited release, developer preview, non-production, evaluation or by a similar description. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TRIAL VERSIONS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, EXCLUSIVE OF ANY OBLIGATION, REPRESENTATION, WARRANTY, OR INDEMNIFICATION WHATSOEVER. Notwithstanding anything to the contrary in this Agreement, by electing to participate in any Trial Version, Subscriber agrees Insilico is not liable, to the maximum extent permitted by Applicable Laws, for any damages arising out of or in connection with the Trial Version.