Moleculeo Platform Terms of Service

1. Introduction

These Terms of Service ("Terms") constitute a binding agreement between Moleculeo Limited ("Moleculeo", "we", "us") and the organization creating an account ("Participant", "you").

By creating an account or accessing the Moleculeo platform (the "Platform"), you agree to these Terms. If you do not agree, do not use the Platform.

2. The Service & Scope

Moleculeo provides an AI-powered ecosystem for compound owners, AI providers, and pharma companies.

• Account Scope: These Terms govern your access to the Platform, the creation of your profile, and the uploading of your data (e.g., compound structures, platform capabilities).
• Commercial Features: Access to active matchmaking, partner introductions, and deal facilitation ("Commercial Services") is restricted and requires the selection of a specific Subscription Plan inside the Platform.
• Role: We are a matchmaker. We are not a party to any partnership or license agreed between Participants.

3. Account Access & Data Upload

• Account Creation: You may create an account and access the Platform interface free of charge to populate your profile and upload data.
• Data Rights (Crucial): By uploading data (including molecular structures, targets, or AI models) to the Platform, you grant Moleculeo a worldwide, non-exclusive, royalty-free license to use, analyse, and process that data for the purpose of generating matches and improving our matchmaking algorithms.
• Restricted Access: Until you select and accept a Subscription Plan:
  1. You will not receive matching notifications or partner introductions.
  2. Your data will be processed internally by our AI, but your identity and assets will not be visible to other Participants.

4. Commercial Plans & Pricing

• Plan Selection: To unlock Commercial Services (including matches), you must select a Subscription Plan within the Platform interface.
• Separate Agreement: Specific commercial terms—including Subscription Fees, Access Fees, or Success Fees (where applicable)—are presented exclusively within the Platform's Plan Selection flow.
• Binding Order: You are not charged or committed to any financial obligation upon signup. You only incur obligations if and when you affirmatively select and confirm a Plan inside the Platform.

5. Intellectual Property

• Moleculeo IP: We own the Platform, the matching algorithms, and the aggregated/anonymized usage data.
• Your IP: You retain ownership of the original data you upload.
• Deal IP: Moleculeo does not claim ownership of intellectual property generated between Participants (e.g., new medical use patents). IP ownership is for the matched Participants to negotiate.

6. Confidentiality

• Our Duty: We treat your uploaded data as Confidential Information. We will not share it with third parties unless:
  1. You have selected a Commercial Plan that authorizes matching; AND
  2. Our AI identifies a relevant match.
• Matching Privacy: Even when a match is found, we initially provide anonymised notifications. We only disclose your Company Name and Contact Details upon your specific request or approval within the Platform.

7. Warranties & Disclaimers

• As Is: The Platform is provided "as is." We make no warranties regarding the accuracy of AI predictions or the commercial viability of a match.
• No Guarantee: Creating an account does not guarantee that you will find a partner or that a partnership will result in revenue.

8. Limitation of Liability

To the maximum extent permitted by law:

1. Indirect Damages: Moleculeo shall not be liable for lost profits, lost data, failure of clinical trials, or any indirect, special, or consequential damages.
2. Liability Cap: Moleculeo's total liability for any claim shall not exceed the fees actually paid by you to Moleculeo in the 12 months preceding the claim. (If you are a free user who has not yet selected a paid Plan, our liability is capped at £100).

9. Termination

• By You: You may delete your account at any time.
• By Us: We may suspend or terminate your access immediately if you breach these Terms.
• Effect of Termination: Upon termination, your license to use the Platform ends. Moleculeo will delete your proprietary data from our active systems within 90 days, though anonymized/aggregated insights derived from your data may be retained for algorithm improvement.

10. Governing Law

These Terms are governed by the laws of England and Wales. Any disputes shall be resolved exclusively in the courts of London, England.