Terms and Conditions

Premise

These Terms and Conditions of Use (hereinafter "Terms") govern your access to and use of the DrugRepAI digital platform and all related services, features, APIs, tools and content (hereinafter collectively the "Platform"), made available by DrugRepAI, with registered office in Spinozastraat 47C, 1018 HJ Amsterdam, Netherlands, registration number at the Dutch Chamber of Commerce (KVK) 85502081 (hereinafter "DrugRepAI", "the Company" or "the Supplier").

By accessing the Platform, registering, activating an account, starting a usage session, subscribing to a subscription plan, accepting a commercial offer, requesting a demo, starting a pilot project or using in any other way the services offered by DrugRepAI, the User or Customer declares that they have read, understood and accepted these Terms in full.

These Terms apply to all types of access and use of the Platform, including the public area of the institutional website, restricted areas, professional dashboards, access via API, segregated enterprise environments, pilot projects, proof-of-concepts, and any other services provided by DrugRepAI, unless the parties have entered into a separate written agreement specifically governing that contractual relationship, in which case the separate agreement prevails over these Terms for the matters governed by it.

These Terms are primarily intended for professional and commercial (B2B) relationships. Access to the Platform is reserved for adults acting in the exercise of a professional, business, scientific, or institutional activity.

1. Definitions

For the purposes of these Terms, the following terms have the meanings set out below:

• Platform: the set of digital services, applications, analytics tools, dashboards, APIs, computing environments, AI models, scientific graphs, databases, and content made available by DrugRepAI through the website, web interfaces, API endpoints, and cloud environments, including future releases, updates, and modifications.
• User: any natural person who accesses the Platform on their own behalf or on behalf of a Customer, including employees, collaborators, researchers, consultants and professionals authorised by the Customer to use the service.
• Customer: the legal entity (company, corporation, academic institution, foundation, CRO, hospital, or any other organization) that enters into a contract with DrugRepAI for access to and use of the Platform, or that uses the Platform as part of a subscription plan, pilot project, or project engagement.
• Account: the personal credentials (username, password, API key, and other identifiers) associated with a User or Customer that allow access to the Platform or specific features thereof.
• Subscription: the periodic access plan subscribed to by the Customer, according to the applicable tiers and commercial conditions (e.g. Pharma Enterprise, Biotech Pro, Institute, Academic, Clinical, CRO Partner, Investor Access, Regulator/Public), as described in the commercial documents updated from time to time by the Company.
• Project Engagement: a fixed-term contractual relationship, relating to a defined project or analysis, with pre-established outputs and deliverables, as distinct from a recurring Subscription.
• Pilot / Proof-of-concept: experimental and temporary access to the Platform, aimed at evaluating the functionality of the service, regulated by a separate agreement or by the specific conditions agreed upon from time to time.
• API: the Application Programming Interfaces made available by DrugRepAI for the programmatic integration of the Platform with the Customer's or authorized third-party systems or applications.
• API Key: the unique authentication code assigned to the User or Customer for access to the APIs, to be treated as strictly confidential information.
• Output: the results, forecasts, rankings, hypotheses, reports, analyses, scores, visualizations and any other output generated by the Platform in response to input provided by the User or the Customer.
• Customer Dataset: the data, files, molecular structures, scientific datasets, information and any other content uploaded, transmitted or provided by the User or the Customer to the Platform in connection with the use of the service.
• Workspace: the digital work environment, including segregated or dedicated, assigned to the Customer or a group of the Customer's Users on the Platform.
• Enterprise Environment: a segregated processing environment, isolated at the data and access level, reserved for enterprise customers, configured to ensure that customer datasets are not shared with other customers of the Platform.
• Professional services: additional services — such as customized configuration, integration with Customer systems, dedicated technical support, training, and project management — that may be provided by DrugRepAI under specific agreements.
• White-Label: the service provision method by which CRO Partners or other business partners resell or incorporate features or outputs of the Platform into their own products or services, under their own brand, based on a specific agreement.
• Content: any text, data, graphics, documents, scientific results, outputs, reports, code, teaching materials, or other content made available on the Platform by DrugRepAI or Users.
• Drug Repurposing: the process of identifying new therapeutic indications for existing drugs or molecules through the computational analysis of biological, biochemical, and clinical data.
• API Credits: the consumption units, where provided for by the subscribed plan, which quantify the number of API calls or processing requests available to the User or Customer in the reference period.
• Force majeure: any event or circumstance beyond the reasonable control of the affected party, including but not limited to: natural disasters, epidemics, pandemics, acts of governmental authorities, armed conflicts, third-party cyber attacks, disruptions of telecommunications networks, failures of cloud infrastructure providers, strikes and any other unforeseeable and unavoidable event.
• GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
• Privacy Policy: DrugRepAI's personal data processing policy, published on the website and/or on the Platform, which forms an integral part of the contractual relationship with the User and the Customer.
• Cookie Policy: the information on the use of cookies and tracking technologies by DrugRepAI, published on the website and/or on the Platform.

2. Object of the service and description of the Platform

2.1 Nature and purpose of the Platform

DrugRepAI is a digital AI platform for drug repurposing that provides advanced computational tools for analysis, prioritization, and scientific and decision-making support in the pharmaceutical, biotech, academic, and clinical fields. The Platform does not provide medical advice, diagnosis, treatment, regulatory approval, or any other service reserved for qualified healthcare professionals or regulatory authorities. The outputs generated by the Platform are for scientific and decision-making purposes only and do not replace qualified human judgment, clinical evaluation, or experimental validation.

The Platform is accessible via the institutional website, web application interfaces with professional accounts, dedicated dashboards, programmatic APIs, dedicated and segregated enterprise environments, as well as through white-label partnerships with CROs and other commercial partners, according to the methods and conditions set forth in the respective agreements.

2.2 Technological core and main features

The Platform's core technology is a structure-aware drug-target affinity (DTA) predictor based on BRICS motif decomposition, multi-pocket protein structure scanning, and the PerceiverIO architecture, integrated into a four-layer roadmap: (i) drug-target interaction (DTI); (ii) pathway analysis; (iii) disease modeling; and (iv) real-world evidence (RWE). The features available at each level depend on the Subscription plan or Project Engagement subscribed to by the Customer.

The main features of the Platform include, depending on the access tier:

• high structural resolution drug-target affinity prediction;
• analysis and prioritization of candidates for drug repurposing;
• generation of scientific hypotheses and support for the design of clinical trials;
• explainability of outputs via mechanistic pathways (drug → target → pathway → disease genes);
• processing of scientific datasets provided by the Customer in segregated environments;
• programmatic access to functionality via API;
• professional dashboards for analyzing, visualizing and exporting outputs;
• collaborative workspaces and dedicated enterprise environments with data isolation;
• support for pharmaceutical asset valuation, pipeline analysis, and scientific due diligence.

2.3 Nature of the contractual relationship

DrugRepAI acts as a technology provider of scientific and decision-making support. Unless otherwise provided in a separate written agreement, DrugRepAI does not act as a material party in the relationships between the Customer and third parties (including patients, regulatory authorities, CROs, scientific partners, and investors), nor is it responsible for the Customer's or User's use of the Platform Outputs in their operational, regulatory, or clinical context.

3. Contracted access and access credentials

3.1 Access methods

Access to the Platform is not available in self-service mode or through independent registration. Access is granted exclusively following the conclusion of a written Commercial Agreement between DrugRepAI and the Customer. The activation of the Access Credentials is performed by DrugRepAI or under its control, according to the methods and timeframes set forth in the Commercial Agreement.

The Customer is not entitled to extend access to the Platform to individuals not expressly authorized in the Commercial Agreement. Any request to add Users, modify Seats, or expand access must be agreed upon with DrugRepAI in writing and may require a revision of the applicable pricing conditions.

3.2 Management and security of access credentials

The Customer and Authorized Users are responsible for the safekeeping and confidentiality of the Access Credentials. The Customer and Users undertake to:

• not to communicate the Access Credentials (including API Keys) to third parties not expressly authorized in the Commercial Agreement;
• adopt adequate security measures to protect the Access Credentials;
• promptly notify DrugRepAI of any unauthorized access, breach of security or suspected compromise of the Credentials, at […];
• not to assign, transfer, or sublicense the Login Credentials to any third party without DrugRepAI's prior written consent.

DrugRepAI is not responsible for any loss or damage resulting from unauthorized access to the Platform caused by the Customer or Users' failure to adopt the above-mentioned security measures.

3.3 Seat and Workspace management

The number of Seats and Workspace configurations are defined in the Commercial Agreement. The Customer is responsible for managing authorized Users, assigning and revoking permissions and access to Workspaces, and ensuring compliance with these Terms by all Users associated with it. The Customer undertakes to ensure that the number of active Users does not exceed the number of Seats purchased. DrugRepAI reserves the right to monitor Platform usage to verify compliance with the contractual limits.

3.4 Onboarding and initial setup

Onboarding, initial environment setup, integration with Customer systems, and user training are governed by the Commercial Agreement. DrugRepAI will support the Customer during the service launch phases according to the timeframes and methods set forth therein. Any additional Professional Services beyond those included in the basic plan are subject to a specific pricing agreement.

4. Operation of the services and rules of use

4.1 License to use

Subject to the terms of the Commercial Agreement, DrugRepAI grants Customer and Authorized Users a non-exclusive, non-transferable, revocable, limited license to access the Platform and use its features for the professional or scientific purposes set forth in the Agreement, for the duration of the Subscription or Project Engagement. The license does not include the right to copy, modify, distribute, sublicense, decompile, or reverse engineer the Platform or any of its components.

4.2 Service availability and SLA

DrugRepAI is committed to ensuring the availability of the Platform with the highest level of continuity reasonably possible. However, the Platform is provided "as is"; DrugRepAI does not guarantee uninterrupted or error-free availability. Any specific service level agreements (SLAs) are governed by separate written agreements with enterprise customers. In the absence of a specific SLA, the service is subject to scheduled interruptions for maintenance, updates, and technical interventions, of which DrugRepAI undertakes to provide reasonable advance notice where possible.

4.3 Usage limits, quotas, and fair use

Use of the Platform is subject to the compute, processing volume, API quota, number of requests, and other technical limitations set forth in the Subscription plan or applicable commercial agreement. The User and the Customer agree to comply with these limits and not to engage in behavior that could compromise the performance of the Platform or jeopardize its proper use by other users. If these limits are exceeded, DrugRepAI reserves the right to temporarily limit access, apply applicable additional fees, or suspend service as set forth in the applicable agreement.

4.4 Using the APIs

Access to the API is subject to compliance with these Terms and the specific technical and commercial conditions of the API plan. The User and the Customer agree to:

• use the APIs only for the purposes set forth in the applicable agreement;
• keep API keys securely and not disclose them to unauthorized third parties;
• comply with the rate limits, quotas and technical instructions for use published by DrugRepAI;
• not to use the APIs to access unauthorized functionality, scrape, mine, or reverse engineer the Platform;
• not to use the APIs for any purpose that violates these Terms, applicable law, or the rights of any third party.

DrugRepAI reserves the right to revoke API Keys in the event of use that does not comply with these Terms, without notice.

4.5 Enterprise environments, data isolation and dedicated workspaces

Enterprise customers who have subscribed to a plan that includes the Dedicated Environment or the Segregated Environment benefit from an isolated Workspace, in which Customer Datasets are not shared with other Platform customers, nor used to train public or shared models, nor made accessible to third parties, unless otherwise agreed in writing or contractually instructed by the Customer. The technical specifications and security guarantees relating to the Dedicated Environment are described in the applicable enterprise agreement. In the absence of a specific enterprise agreement, DrugRepAI does not guarantee complete separation of processing data.

4.6 Professional services, pilots and proof-of-concept

Professional Services, Pilots, and Proof-of-Concepts are governed by separate agreements that define the scope, duration, deliverables, and pricing. In the absence of a separate agreement, these Terms apply in addition. Pilots and Proof-of-Concepts do not guarantee the subsequent conclusion of a Subscription or a continuing contractual relationship and do not imply any guarantee regarding the results obtainable from the Platform.

4.7 CRO Partnership and White-Label

CRO partners and those accessing the Platform in White-Label mode are subject to the specific terms of the partnership agreement entered into with DrugRepAI. These partners are responsible for complying with these Terms and applicable laws when using the Platform and the services provided to their customers. DrugRepAI is not responsible for the relationships between the White-Label partner and its end customers, unless otherwise specifically provided in the contract.

4.8 Investor Dashboard and Regulator Access

Customers with access to Investor Access or Regulator/Public tiers are offered simplified or read-only functionality, as provided for in the Commercial Agreement. The Outputs provided in these tiers are for informational and scientific evaluation purposes only; they do not constitute investment recommendations, regulatory opinions, or professional financial, legal, or scientific advice.

5. Rights and obligations of the Customer and Users

5.1 Customer and User rights

Subject to these Terms and the applicable commercial agreement, Customer and Authorized Users have the right to:

• access the Platform and use its features within the limits of the subscribed plan;
• upload Customer Datasets for the analysis and processing purposes provided for by the service;
• receive the Outputs generated by the Platform in response to the inputs provided;
• access the technical documentation, user guides, and support materials made available by DrugRepAI;
• request technical assistance and support according to the levels set out in the subscribed plan;
• exercise the rights provided for by applicable data protection legislation, within the limits and according to the methods described in the Privacy Policy.

5.2 General obligations of the Customer and Users

The Customer and Users agree to:

• use the Platform exclusively for lawful purposes, in compliance with these Terms and applicable law;
• not share access to the Platform with unauthorized parties;
• not to assign, sublicense or transfer any access rights under your agreement with DrugRepAI to any third party without prior written consent;
• not to use the Platform in any way that compromises its integrity, security, or availability to other users;
• respect the intellectual property rights of DrugRepAI and third parties;
• provide accurate and complete information throughout the contractual relationship;
• cooperate with DrugRepAI in verifying compliance with these Terms.

5.3 Prohibited uses

The User and the Customer are expressly prohibited from:

• accessing the Platform in an unauthorized manner, through hacking, phishing, unregistered accounts, or third-party credentials;
• conducting any scraping, crawling, harvesting or automated bulk extraction of data, Output or content from the Platform, unless expressly authorized in writing by DrugRepAI;
• attempting to decompile, disassemble, reverse engineer, or otherwise access the source code, AI models, model weights, scientific graphs, or any proprietary components of the Platform;
• copying, reproducing, distributing, selling or sublicensing the Platform content, Outputs or documentation to any third party without DrugRepAI's prior written consent;
• using the Platform Outputs to train, validate, or improve competing third-party AI models without written permission;
• benchmarking or comparing the Platform for public disclosure without DrugRepAI's prior written consent;
• using the Platform to disseminate content that is illegal, discriminatory, fraudulent, misleading or infringing the rights of third parties;
• presenting the Platform Outputs as medical advice, clinical diagnoses, regulatory approvals, or guarantees of efficacy or safety of drugs or therapies;
• using unauthorized automated tools, AI agents, scripts, or bots to interact with the Platform outside of the limits set forth in the API Agreement;
• exceeding usage limits, API quotas, or rate limits under your plan through artificial or unauthorized techniques;
• attempting to access data, Workspaces, or environments of other Platform customers;
• using the Platform in violation of any embargoes, international sanctions, or applicable export control laws;
• removing or altering any copyright, trademark, or other intellectual property notices on the Platform.

6. Content, Customer Dataset, Output and scientific analysis

6.1 Customer Dataset: responsibilities and guarantees

The User and the Customer are solely responsible for the Customer Datasets uploaded, transmitted, or provided to the Platform. By uploading a Customer Dataset, the User and the Customer represent and warrant that they:

• are the legitimate owners or licensees of the uploaded data, or have all the necessary authorizations, consents and licenses for their processing within the Platform;
• do not upload data that violates any third party's intellectual property rights, trade secrets, or confidentiality obligations without the necessary authorizations;
• do not upload data containing personal information or special categories of personal data pursuant to the GDPR without having implemented appropriate protection measures and without having concluded a data processing agreement with DrugRepAI, where necessary, pursuant to Art. 28 GDPR;
• do not upload content that is unlawful, fraudulent, misleading, infringing the rights of third parties, or contrary to applicable law.

DrugRepAI is not responsible for the quality, accuracy, completeness, or legality of the Customer Datasets uploaded by the User or the Customer. The User and the Customer retain ownership and control of their Customer Datasets and grant DrugRepAI only the limited license necessary to process them for the purposes of providing the service.

6.2 Use of Customer Datasets by DrugRepAI

DrugRepAI processes Customer Datasets exclusively for the purposes of providing the contracted service. Unless otherwise agreed in writing or explicitly instructed by the Customer:

• Customer Datasets are not used to train shared or public AI models;
• Customer Datasets are not shared with other Platform customers;
• Customer Datasets are not disclosed to third parties, unless necessary for the provision of the service (e.g. cloud infrastructure providers appointed as data processors pursuant to Article 28 GDPR) or required by applicable law;
• Customer Datasets stored in Enterprise Dedicated Environments are subject to the data isolation safeguards described in the applicable enterprise agreement.

6.3 Output: nature, limits and responsibilities of the User

The Outputs generated by the Platform — including drug-target affinity predictions, drug repurposing hypotheses, pathway analysis, candidate ranking, reporting and visualizations — have a scientific and decision-making support nature. The Output:

• does not constitute medical, clinical, regulatory or professional advice of any kind;
• does not replace the evaluation, interpretation and supervision of a qualified professional (researcher, clinician, scientist, regulatory consultant);
• does not guarantee the efficacy, safety or regulatory approvability of the drugs or therapies analyzed;
• is subject to uncertainty, model limitations and depends on the quality and completeness of the inputs provided by the User;
• must be verified, validated and interpreted by the User or Customer in their own scientific, clinical and regulatory context before being used as a basis for operational decisions.

The User and the Customer are solely responsible for the interpretation, use, and decisions made based on the Platform Outputs. DrugRepAI is not responsible for the consequences of using the Outputs without adequate verification and qualified human supervision.

6.4 Scientific content, reports and publications

Users who use the Platform Outputs in scientific publications, conference presentations, institutional reports, or other publicly disclosed materials are encouraged to appropriately cite DrugRepAI as the supporting tool used in the analysis, according to the citation guidelines made available by the Company. Users agree not to attribute to the Platform Outputs a degree of certainty or scientific authority greater than that actually supported by the underlying computational methodology.

6.5 Use of automated tools, AI agents and integrations

The use of automated tools, AI agents, scripts, orchestrators, or third-party system integrations to interact with the Platform is permitted only within the scope of authorized API access methods and within the limits of the applicable commercial agreement. The User remains responsible for all actions performed through such automated tools and for compliance with these Terms.

7. Intellectual property

7.1 DrugRepAI property

The Platform, software, AI models (including weights, parameters, and architectures), scientific graphs, databases, APIs, interfaces, designs, documentation, trademarks, trade names, logos, and all other elements constituting the Platform are the exclusive property of DrugRepAI or its licensors and are protected by applicable intellectual property laws, including copyright, patent, trademark, trade secret, and database laws.

Nothing in these Terms or the applicable commercial agreement shall be construed as an assignment, transfer, or license of any such intellectual property rights to the User or Customer, except to the extent strictly necessary for use of the Platform as contemplated by these Terms.

7.2 License to use

Subject to these Terms and the applicable commercial agreement, DrugRepAI grants the User and the Customer a non-exclusive, non-transferable, revocable, limited license to access the Platform and use its features for the professional or scientific purposes set forth in the agreement, for the duration of the Subscription or Project Engagement. The license does not include the right to copy, modify, distribute, sublicense, decompile, or reverse engineer the Platform or any of its components.

7.3 Customer Dataset and Output

The User and the Customer retain ownership of their Customer Datasets and the intellectual property rights thereto. The Outputs generated by the Platform in response to the Customer's input are licensed to the User and the Customer for their internal scientific, commercial, and professional uses, within the limits of the applicable agreement. DrugRepAI reserves the right to use aggregated and anonymized data derived from the use of the Platform to improve the service, in compliance with applicable law and the provisions of the Privacy Policy, and provided that such data does not allow the identification of the Customer or User.

7.4 Specific prohibitions

It is expressly prohibited to:

• use DrugRepAI trademarks, trade names, logos or any other distinctive signs without the prior written consent of the Company;
• reproduce, distribute, or make publicly available the Platform's AI models, weights, graphs, or databases without authorization;
• use the Platform Outputs to train competitive AI models without written permission;
• claim authorship or ownership of elements of the Platform that are not owned by the User or the Customer.

7.5 IP infringement reports

If the User believes that content on the Platform violates their intellectual property rights, they are invited to send a reasoned written report to […]. DrugRepAI reserves the right to remove or disable access to reported content upon confirmation of infringement.

8. Limitations of liability

8.1 Disclaimer of warranties

The Platform is provided "as is" and "as available", without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, completeness, reliability, non-infringement, or error-free nature. DrugRepAI does not warrant that:

• the Platform will be available on an uninterrupted, timely, secure, or error-free basis;
• the Outputs are accurate, complete, up-to-date or suitable for the User's specific purposes;
• the results obtainable through the Platform are replicable in experimental, clinical or regulatory contexts;
• defects or anomalies in the Platform are corrected within specified timeframes, unless otherwise provided for by a specific SLA.

8.2 Limitation of liability

To the fullest extent permitted by applicable law, DrugRepAI is not responsible for:

• indirect, incidental, special, consequential, punitive damages or lost profits, lost data, lost business opportunity, business interruption or reputational damage suffered by the User or Customer, even if DrugRepAI has been advised of the possibility of such damages;
• damages resulting from the use or inability to use the Platform, including damages caused by errors, interruptions, viruses, corrupted data, technical failures or any other cause of force majeure;
• damages resulting from the use of the Outputs without adequate verification, validation and qualified human supervision;
• damages resulting from unauthorized access to the User's Account caused by failure to adopt the security measures indicated in paragraph 3.2;
• damages resulting from use of the Platform in violation of these Terms.

In cases where applicable law does not allow the total exclusion of liability, DrugRepAI's aggregate liability to the User or Customer, for any cause and under any title, will not exceed the amount actually paid by the Customer to DrugRepAI in the 12 (twelve) months preceding the event from which the claim for compensation arose.

8.3 Force majeure

DrugRepAI is not responsible for delays, failures, or interruptions of service caused by Force Majeure events. In the event of a Force Majeure event, DrugRepAI will notify the User and Customer as soon as reasonably practicable and will endeavor to restore service as quickly as possible.

8.4 Indemnity

The User and Customer agree to indemnify and hold harmless DrugRepAI, its officers, employees, consultants, partners, and suppliers from any claims, damages, losses, costs, or expenses (including attorneys' fees) arising from: (i) violation of these Terms; (ii) improper use of the Platform or Outputs; (iii) violation of any third-party rights arising from use of the Customer Datasets; (iv) any false or misleading statements made by the User or Customer.

9. Suspension, limitation and closure of access

9.1 Suspension for violation

DrugRepAI reserves the right to temporarily or permanently suspend the User's or Customer's access, limit access to the Platform, or terminate the contractual relationship with immediate effect, without notice, in the following cases:

• serious or repeated breach of these Terms or the Commercial Agreement;
• providing false, incomplete or misleading information during registration or during the relationship;
• use of the Platform for any unlawful, fraudulent or harmful purpose;
• activities that compromise the security, integrity or availability of the Platform;
• failure to pay the fees due, in the absence of regularization within the deadline indicated in the default notice;
• opening of bankruptcy proceedings, insolvency or situation of serious financial difficulty of the Customer;
• request from competent judicial or administrative authorities.

9.2 Effects of Account closure

In the event of closure of the Account or termination of the contractual relationship, for any reason:

• the User and the Customer immediately lose the right to access the Platform and its functions;
• Customer Datasets may be deleted from DrugRepAI systems according to the terms and retention periods set forth in the Privacy Policy and the applicable commercial agreement;
• fees already paid are not refundable, unless otherwise provided in the applicable agreement or required by law;
• the provisions of these Terms that by their nature are intended to survive termination (including provisions regarding intellectual property, limitation of liability, indemnity, confidentiality and governing law) will remain in effect.

9.3 Voluntary withdrawal by the User

The User or the Customer may withdraw from the contractual relationship according to the methods and terms established by sending written communication to […]. Withdrawal does not exempt the User from the obligation to pay the fees accrued up to the effective date of withdrawal, unless otherwise provided in the applicable agreement.

9.4 Customer withdrawal

The Customer may withdraw from the Commercial Agreement according to the methods and terms set out therein, by sending written communication to […] to the addresses indicated in Section 15. Withdrawal does not exempt the Customer from the obligation to pay the fees accrued up to the effective date of withdrawal, unless otherwise provided in the Commercial Agreement.

10. Processing of personal data and reference to the Privacy Policy

DrugRepAI processes Users' and Customers' personal data in accordance with Regulation (EU) 2016/679 (GDPR), applicable Dutch data protection law (UAVG), and the guidelines of the European Data Protection Board (EDPB).

The methods of collection, processing, storage, communication and transfer of personal data, as well as the rights of the interested parties and the legal bases of the processing, are described in the DrugRepAI Privacy Policy, accessible on the website and on the Platform, which forms an integral part of the contractual relationship with the User and the Customer.

The use of cookies and tracking technologies is governed by the DrugRepAI Cookie Policy, accessible on the website and on the Platform.

If the Customer uploads Customer Datasets containing personal data of third parties or uses the Platform to process personal data on its own behalf, the Customer acts as an independent data controller pursuant to Article 4, No. 7, GDPR. In this case, the parties undertake to conclude, where necessary, a data processing agreement pursuant to Article 28 GDPR, which governs the terms and conditions of the processing carried out by DrugRepAI on the Customer's behalf.

11. Artificial intelligence, automated outputs, and human supervision

DrugRepAI uses artificial intelligence and machine learning technologies as a core component of its service. Use of the Platform involves interaction with automated systems that generate predictions, rankings, and scientific hypotheses based on data provided by the User and proprietary computational models.

The User and the Customer acknowledge and accept that:

• the Outputs generated by the Platform are the result of computational models and do not constitute in any case opinions, advice, diagnoses or human decisions;
• AI models have inherent uncertainties and limitations, and their results must always be verified and interpreted by qualified professionals;
• the Platform does not adopt solely automated decisions with legal or significant effects on Users pursuant to Article 22 of the GDPR; in any case, the Outputs require human supervision and evaluation;
• DrugRepAI takes measures to ensure the explainability of the Outputs, but does not guarantee that the underlying logic will be understandable in all cases or that it is free from errors or biases;
• the use of the Outputs for clinical, regulatory or investment decisions remains under the full responsibility of the User and the Customer.

With reference to Regulation (EU) 2024/1689 on Artificial Intelligence (AI Act), DrugRepAI monitors the evolution of the applicable regulatory framework and is committed to adapting its practices in compliance with current provisions.

12. Confidentiality

Each party undertakes to treat as confidential all information, data, documents and communications from the other party that are reasonably classified as confidential based on their nature or the circumstances of their disclosure (hereinafter "Confidential Information"), and not to disclose it to any third party without the prior written consent of the other party, unless:

• disclosure is required by applicable law, by an order of the authority or by a judicial decision;
• the information is already in the public domain for reasons not attributable to the obligated party;
• the information was received legitimately from a third party not subject to confidentiality obligations towards the disclosing party;
• disclosure is strictly necessary for the provision of the contracted service, towards suppliers or collaborators subject to equivalent confidentiality obligations.

The confidentiality obligations under this Article shall survive the termination of the contractual relationship for a period of 5 (five) years from termination, unless otherwise provided in the applicable commercial agreement or a legal obligation imposes a longer period.

13. Changes to the Terms

DrugRepAI reserves the right to modify these Terms at any time, particularly to adapt them to regulatory changes, service developments, new features, or changes to the business model. Substantial changes will be communicated to the User and Customer with reasonable advance notice, via email or prominent notice on the Platform, indicating the effective date.

If the User or Customer does not intend to accept the changes, they may terminate the contractual relationship before the effective date of the changes by communicating their intention in writing to DrugRepAI. Continued use of the Platform after the effective date of the changes constitutes acceptance of the changes.

Changes do not apply retroactively to existing contractual relationships, unless they are necessary to comply with legal obligations or the parties have agreed otherwise in writing.

14. Applicable law and competent court

These Terms shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of laws provisions.

Any dispute relating to these Terms, their subject matter or their formation, performance or termination shall be submitted to the exclusive jurisdiction of the Courts of Amsterdam, Netherlands, unless the parties have agreed in writing to an alternative dispute resolution mechanism (e.g. arbitration or mediation) in the applicable commercial agreement.

Notwithstanding the foregoing, nothing in these Terms shall affect DrugRepAI's right to seek interim or urgent legal action in any competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

15. Communications and contacts

All communications between the parties relating to these Terms must be made in writing (including electronic form) to the addresses set out below:

Owner / Supplier: DrugRepAI
Registered office: Spinozastraat 47C, 1018 HJ Amsterdam, Netherlands
Chamber of Commerce (KVK): 85502081
E-mail: info@moodglobalservices.com

DrugRepAI will send communications to the User and Customer at the email address provided during registration or in the applicable commercial agreement. The User and Customer agree to keep their contact information up to date.

16. Final provisions

16.1 Entire understanding

These Terms, together with the Privacy Policy, the Cookie Policy, and any applicable written commercial agreements, constitute the entire understanding between the parties relating to the subject matter of the relationship and supersede any prior agreements, understandings, or communications relating to the same subject matter.

16.2 Partial nullity

If one or more provisions of these Terms are held to be void, unenforceable, or unenforceable under applicable law, such voidness or unenforceability shall not affect the validity and enforceability of the remaining provisions, which shall continue to apply to the fullest extent permitted by law. The parties agree to replace the void provision with a valid provision that comes as close as possible to the economic and legal intent of the replaced provision.

16.3 Waiver

DrugRepAI's failure or delay in exercising any right under these Terms does not constitute a waiver of that right. No waiver will be effective unless made in writing and signed by an authorized representative of DrugRepAI.

16.4 Assignment

The User and Customer may not assign their rights and obligations under these Terms without DrugRepAI's prior written consent. DrugRepAI may assign its rights and obligations to a parent, subsidiary, or affiliated entity, or in the event of a merger, acquisition, or substantial sale of its assets, upon notice to the User and Customer.

16.5 Autonomy between Users

These Terms govern exclusively the relationship between DrugRepAI and each User or Customer. They do not create any rights or obligations towards third parties, unless otherwise expressly provided in separate written agreements.

16.6 Updates and versions

The most current version of these Terms is always available on the DrugRepAI website and on the Platform. The date of the last update is indicated in the document header. Users and Customers are advised to periodically review these Terms for any changes.