These Terms of Service ("Terms") govern your access to and use of the NOVA-3 platform, the interactive playground/demo, the developer API, the Module Library, and any related websites, software, and services (collectively, the "Service") made available by QAI Labs Ltd., a Delaware corporation with its principal office in Sugar Land, Texas, USA ("QAI Labs," "we," "us," or "our").
Please read these Terms carefully. They include important provisions regarding the research-use-only nature of the Service, disclaimers of warranties, and limitations of liability. By accessing or using the Service, you agree to be bound by these Terms.
By accessing, registering for, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy and Acceptable Use Policy, which are incorporated by reference. If you do not agree to these Terms, you may not access or use the Service.
If you are accessing or using the Service on behalf of an organization (a "Customer"), you represent and warrant that you are authorized to bind that organization to these Terms, and references to "you" include both you and that organization.
We may make the Service available under a separate, individually negotiated Master Services Agreement ("MSA") or other written agreement signed by QAI Labs. Where such an agreement exists and conflicts with these Terms, the signed agreement controls for that Customer.
NOVA-3 is a computer-aided design platform for multi-specific antibodies. The Service may include, without limitation:
The Service, or portions of it, may be offered on a beta, preview, or evaluation basis. Beta features are provided "as-is," may be changed or discontinued at any time, may be less reliable than generally available features, and may be subject to additional terms presented at the time of access.
We may modify, enhance, suspend, or discontinue all or any part of the Service at any time. We will use commercially reasonable efforts to provide notice of material changes that adversely affect paid features.
To access certain features, you must register for an account and provide accurate, current, and complete information. You agree to keep your account information up to date.
You are responsible for:
We may suspend or terminate accounts that contain false information or are used in violation of these Terms.
"Customer Content" means the data, antibody sequences, structures, parameters, files, and other materials you submit to or through the Service. As between you and QAI Labs, you retain all ownership rights in your Customer Content. You represent and warrant that you have all rights necessary to submit Customer Content and to grant the license below, and that your Customer Content does not infringe or violate any third-party rights or applicable law.
You grant QAI Labs a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Content solely as necessary to provide, secure, maintain, and improve the Service and to comply with law. Where Customer Content includes personal data, our processing is described in our Privacy Policy and, for enterprise Customers, may be governed by a Data Processing Agreement ("DPA").
The Service — including the NOVA-3 platform, all underlying software, models, algorithms, the Module Library, user interfaces, documentation, and all related intellectual property — is and remains the exclusive property of QAI Labs and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you, by implication or otherwise. All rights not expressly granted are reserved.
"Outputs" means the predictions, rankings, designs, structures, scores, and Evidence Bundles generated by the Service from your Customer Content. Subject to your compliance with these Terms and payment of applicable fees, QAI Labs grants you a non-exclusive, worldwide license to use Outputs for your internal research purposes. Outputs are subject to the research-use-only and no-medical-use restrictions in Section 8 and the Acceptable Use Policy. You are responsible for evaluating, validating, and verifying Outputs before relying on them.
If you provide suggestions, ideas, or other feedback about the Service ("Feedback"), you grant QAI Labs a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that Feedback for any purpose without restriction or compensation to you.
Your use of the Service must comply with our Acceptable Use Policy ("AUP"), which is incorporated into these Terms by reference. The AUP includes important biosecurity and dual-use restrictions and prohibitions on unlawful, harmful, or infringing use. Violation of the AUP is a material breach of these Terms and may result in immediate suspension or termination.
THE SERVICE AND ALL OUTPUTS ARE PROVIDED FOR RESEARCH AND INFORMATIONAL PURPOSES ONLY.
You agree not to use the Service or Outputs in any manner that would require regulatory clearance or approval that has not been obtained.
The Service relies on and integrates with third-party services, including structure-prediction and other computational providers and cloud hosting and infrastructure providers. These third-party services are provided by their respective providers and may be subject to their own terms. QAI Labs does not control and is not responsible for the performance, availability, accuracy, or acts or omissions of third-party services. Your use of the Service may be affected by the availability of such third-party services.
THE SERVICE, INCLUDING ALL OUTPUTS, MODELS, THE MODULE LIBRARY, EVIDENCE BUNDLES, THE PLAYGROUND, THE API, AND ANY BETA FEATURES, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, QAI LABS AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
QAI LABS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SCIENTIFICALLY VALID. ALL OUTPUTS ARE COMPUTATIONAL PREDICTIONS THAT REQUIRE INDEPENDENT EXPERIMENTAL VALIDATION AND ARE NOT MEDICAL ADVICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(A) IN NO EVENT WILL QAI LABS OR ITS AFFILIATES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR RESEARCH RESULTS, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF QAI LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(B) QAI LABS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (I) THE AMOUNTS YOU PAID TO QAI LABS FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS (US$100).
(C) FOR FREE, BETA, OR EVALUATION FEATURES, QAI LABS' TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold harmless QAI Labs and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Customer Content; (b) your use of the Service or Outputs, including any experimental, research, clinical, or commercial decisions you make; (c) your violation of these Terms, the AUP, or applicable law; or (d) your violation of any third-party rights.
We may suspend or terminate your access to the Service, in whole or in part, immediately and without liability, if: (a) you breach these Terms or the AUP; (b) your use poses a security, legal, biosecurity, or reputational risk; (c) required by law or by a third-party provider; or (d) you fail to pay applicable fees.
You may stop using the Service at any time. Upon termination, your right to access the Service ceases. Sections that by their nature should survive termination (including Sections 6.3, 6.5, 8, 10, 11, 12, 14, and 15) will survive. We will make Customer Content available for export for a reasonable period following termination as described in our documentation or applicable order, after which we may delete it in accordance with our retention practices.
The Service and related technology may be subject to U.S. and other export control and economic sanctions laws and regulations. You represent and warrant that you and your end users are not: (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions; or (b) identified on any government restricted-party or denied-party list. You agree not to access, use, export, re-export, or transfer the Service or Outputs in violation of applicable export control and sanctions laws, and not to use the Service for any prohibited end use.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
The parties will first attempt to resolve any dispute informally by contacting legal@qailabs.co. Subject to any separate signed agreement, you agree that the state and federal courts located in Delaware will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and you consent to personal jurisdiction and venue in those courts. Each party waives any objection to such jurisdiction and venue.
We may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms on the website with a new "Last updated" date and, where appropriate, by other reasonable means. Changes are effective when posted unless otherwise stated. Your continued use of the Service after changes become effective constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.
If you have questions about these Terms, please contact:
QAI Labs Ltd. Sugar Land, Texas, USA Email: legal@qailabs.co Website: https://qailabs.co
Enterprise Customers operating under a separate Master Services Agreement should refer to that agreement and its designated contacts.