End User Terms and Conditions

Insilico Medicine

End user terms and conditions for Chemistry42 subscription

Effective Date: May 24, 2024

Thank you for choosing Chemistry42^®. These Terms and Conditions ("Terms" or "Agreement") are a legal agreement between you and InSilico Medicine Canada Inc. ("Insilico" or "we) and govern your use of all the Chemistry42 software, including all of the text, data, information, graphics, photographs and more that we and our Affiliates may make available to you (all of which we refer to as "Subscription"), including any services that we may provide through online assistance or otherwise ("Service(s)"). You and Insilico are each a "Party", and collectively the "Parties" to these Terms.

If you are entering into these Terms on behalf of a company or other organization, you hereby represent and warrant that you are authorized to enter into these Terms on behalf of such company or other organization ("Authorized User").

READ THESE TERMS CAREFULLY BEFORE ACCESSING THE SUBSCRIPTION. BY CLICKING THE "I AGREE" BUTTON, YOU AGREE THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT ACCESS THE SUBSCRIPTION OR USE ANY SERVICES IF YOU DO NOT ACCEPT THESE TERMS.

3.1 Configuration and Use. You may not allow any other person or entity to use or access the Subscription or Insilico Content on your behalf. Use of the Subscription and Insilico Content under this Agreement is limited to internal users authorized by your organization and duly provided with the account information of your organization. You shall comply with the Acceptable Use Policy set out in Appendix I hereto. Any of your inappropriate conducts, breach of these Terms, violation of any law or regulation or infringe on the rights of third parties while accessing the Subscription may result in your personal liability as well as your organization being jointly liable for your behavior.

3.2 Data Validity. Subject to Insilico's compliance with Section 4 of this Agreement, you shall ensure that your use of any Subscriber Data complies with applicable laws and regulations, including any required notices, consents, approvals or permits. You may only upload data to the Subscription ("Uploaded Data") for which a legal authorization and/or consent is given and for which the Subscription has a legal right of processing. You shall ensure that the Uploaded Data shall be procured, utilized, stored and transferred in accordance with relevant laws and regulations, and provide Insilico with reasonable proofs evidencing the compliance with laws and regulations upon Insilico's request three (3) days prior hereto. Where you or your organization 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, you or your organization 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 and regulations. You 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.

3.3 Privacy Policy. Your use of the Subscription hereunder shall at all times comply with the Privacy Policy.

4.1 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 you or your organization; or (iii) required by applicable laws and regulations. Insilico and its Affiliates may not access to any Uploaded Data without the written consent from you or your organization 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 and regulations.

(b) To the extent permitted by applicable laws and regulations, 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 you or your organization (collectively, "Analytics").

(c) Insilico and its Affiliates may collect the Subscription usage information and/or user behavior (i.e. number of active usage in a certain period of time) for account management and record keeping purpose. Such Subscription usage information shall be deemed part of Insilico Content.

(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.

4.2 Insilico and its Affiliates will delete all Uploaded Data and your account information upon (i) six (6) months after the organization cancels the subscription (including automatic cancellation if no Token is active in the account of your organization) if at least one Token has been purchased within one (1) month after account onboarding, or (ii) one (1) month after completion of account onboarding if no Token has been purchased ever since the completion of account onboarding, or early termination of the Subscription. If you wish to have your Uploaded Data deleted earlier, you may do so by having an Authorized User of your organization send a written request to chemistry42@insilico.com. For further clarity, support requests from you and any communication between you 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.

6.1 Subscription Period. The subscription period under this Agreement (the "Subscription Period") shall be the time period when there is at least one active Token with your account. Upon expiration of the Subscription Period, your right to access and use the Subscription pursuant to the Commercial License Order expires.

6.2 Termination for Cause.

(a) Either Party (the "Non-Breaching Party") may terminate this Agreement upon written notice to the other Party (the "Breaching Party") if the Breaching Party does not cure its material breach of the Agreement within thirty (30) days of written notice from the Non-Breaching Party stating its intent to terminate and describing the breach with reasonable particularity.

(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.

(c) Any Authorized User may cancel subscription at any time by providing written notice to Insilico. If such notice is properly given, Subscription will terminate upon expiry of the current Subscription Period. If you request immediate termination of your Subscription, such request needs to be specified in the abovementioned cancellation notice. No refund will be provided if you request immediate termination within the Subscription Period.

6.3 Effect of Termination. Upon termination or expiration of this Agreement, all rights and licenses granted by a Party under the Agreement immediately terminate, and you 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 6.3, 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.

7.1 Confidential Information Defined. "Confidential Information" as used in this Agreement includes, without limitation, any information and data that during the Term is disclosed by you or by us (including our 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) can be reasonably perceived by the Receiving Party as confidential.

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.

10.1 Insilico Indemnification. Insilico shall defend you 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 you against any direct damages in connection with an Insilico Indemnified Claim, except to the extent that such Insilico Indemnified Claim arise from: (i) your use of the Subscription not in accordance with this Agreement or written policies and guidelines Insilico has made available to you reasonably in advance; or (ii) your failure to follow reasonable support or maintenance instructions provided by Insilico.

10.2 User Indemnification. You 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 you or your organization is responsible under Section 3 (YOUR RESPONSIBILITIES); or (iii) arising from violation by you of your 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 your organization, in which case, Insilico' sole liability will be its obligations to provide a refund to the original payment method of your account of any pre-paid fees for the period after the termination.

12.1 Existing Clients. If your organization has an existing Subscription Agreement with Insilico for Chemisty42 with SaaS deployment ("Existing Agreement"), and you are deemed a "User" under such Existing Agreement, the Existing Agreement shall continue to apply to your use of the Subscription hereunder during the Subscription Period under such Existing Agreement. If, during the Subscription Period under such Existing Agreement, there is any conflict or discrepancy between the Existing Agreement and these Terms, the Existing Agreement shall prevail. For clarity, after the termination or expiration of the Existing Agreement, your use of the Subscription shall be exclusively controlled by these Terms.

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 war, terrorism or embargo), provided that the non-performing Party must give the other Party prompt written notice of the event. In the event the delay or nonperformance by Insilico as described in this Section 12.2 continues for a period of forty-five (45) consecutive days, any Authorized User may elect to terminate this Agreement by written notice no more than thirty (30) days after the end of the forty-five (45) day period and receive a refund of any pre-paid fees for unused portions of the remaining Subscription Period. This Section 12.12 does not apply to payment obligations.

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, deliver is confirmed on the tracking system of the courier service. Insilico shall deliver any written notice and invoice to the email address of your organization in the Commercial License Order or otherwise provided to us during the customer onboarding process. You shall deliver any written notice to us at: chemistry42@insilico.com. 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. You may not assign any of its rights or obligations under this Agreement without prior written consent from us.

12.5 Changes. Insilico may make reasonable changes to these Terms and any policy referenced in or appended to this Agreement, including without the Privacy Policy and the Acceptable Use Policy (each, a "Change") by written notice to your organization via email; provided, however, that Insilico shall not make any Change that diminishes the protections for Subscriber Data and any Change shall apply to all of our Customers using Chemistry42 self-onboarding services equally. If you object to a Change, you may stop using the Subscription at your sole discretion. Your continued use of the Subscription shall be deemed as your consent to any Change. If your organization objects to a Change, any Authorized User may terminate this Agreement for convenience by providing Insilico with written notice of termination with immediate effect.

12.6 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.

12.7 Governing Law. This Agreement is governed by, and will be construed in accordance with, the laws of Canada, without regard to its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods.

12.8 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 by one or more arbitrators appointed in accordance with the said Rules in force when the notice of arbitration is submitted. The seat of arbitration shall be Montreal, Canada. The arbitration proceedings and awards shall be confidential and conducted in English.

12.9 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."

12.10 Entire Agreement; Amendment; and Waiver. The Commercial License Order is incorporated into and made part of this 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 only by a written document signed by an authorized representative of each Party. 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.

Acceptable Use Policy

This Acceptable Use Policy is part of the Terms and Conditions by and between you and Insilico. All capitalized terms not defined herein have the meaning ascribed to them in the Terms.