Binding Agreement. These Terms and Conditions (these “Terms”) constitute a legally binding agreement between ML Insights & Metrics Inc., a corporation incorporated under the laws of Canada (“ML Insights & Metrics,” “we,” “our,” or “us”), and you, the individual or entity accessing or using the nanoML™ platform (“User,” “you,” or “your”). By creating an Account, accessing the Platform, or using any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.
Platform Description. The nanoML™ platform (the “Platform”) is a software-as-a-service (“SaaS”) offering that provides artificial intelligence and machine learning-driven analytics tools designed to support research and development activities related to nanoparticle-based drug delivery systems. The Platform includes proprietary algorithms, databases, analytical tools, and related documentation (collectively, the “Services”).
User Categories. The Platform distinguishes between the following categories of Users:
“Academic Users” means individuals affiliated with accredited educational or research institutions who access the Platform solely for non-commercial research, teaching, or educational purposes; and
“Industry Users” means individuals or entities that access the Platform for commercial purposes, including but not limited to commercial research and development, product development, or any revenue-generating activities.
Priority of Agreements. These Terms govern all standard use of the Platform. However, if ML Insights and User enter into a separate written agreement for strategic collaboration, partnership, or enhanced access involving specialized services such as access to the full database, co-development arrangements, or revenue-sharing provisions (a “Collaboration Agreement”), the terms of such Collaboration Agreement shall take precedence over these Terms to the extent of any conflict or inconsistency.
ACCOUNT REGISTRATION AND SECURITY
Account Creation. To access the Platform, you must create an account (“Account”) by providing accurate, current, and complete information as requested during the registration process. You agree to update your Account information promptly to keep it accurate and complete.
Credentials. You are responsible for maintaining the confidentiality and security of your Account credentials, including your username and password (“Credentials”). You agree to: (i) create a strong, unique password; (ii) not share your Credentials with any third party; (iii) notify ML Insights & Metrics immediately of any unauthorized access to or use of your Account; and (iv) ensure that you log out of your Account at the end of each session.
Account Responsibility. You are solely responsible for all activities that occur under your Account, whether or not authorized by you. ML Insights & Metrics shall not be liable for any loss or damage arising from your failure to maintain the security of your Credentials.
Workspaces. The Platform may provide you with a dedicated workspace (“Workspace”) that is segmented from other Users to protect the confidentiality of your data and activities. You acknowledge and agree that:
your Workspace is private and not accessible to other Platform users;
ML Insights & Metrics personnel retain administrative access to all Workspaces for purposes of system maintenance, security monitoring, technical support, and Platform improvement; and
ML Insights & Metrics may access your Workspace as necessary to enforce these Terms or comply with applicable law.
Identity Integrity. You represent and warrant that all information provided in connection with your Account is truthful and accurate. You agree not to: (i) misrepresent your identity, institutional affiliation, or professional credentials; (ii) create an Account on behalf of another person or entity without proper authorization; or (iii) use the Platform under false pretenses or for purposes inconsistent with your stated User category.
INTELLECTUAL PROPERTY RIGHTS
Platform Ownership. ML Insights & Metrics owns and retains all right, title, and interest in and to the Platform, including without limitation: (i) all software, source code, object code, algorithms, machine learning models, and neural network architectures; (ii) all databases, data structures, and the organization and arrangement of data within the Platform; (iii) all user interfaces, designs, graphics, and documentation; (iv) all trade secrets, know-how, and proprietary methodologies; and (v) all patents, copyrights, trademarks, and other intellectual property rights associated with the foregoing (collectively, “Platform IP”). Nothing in these Terms grants you any ownership interest in any Platform IP.
License to Use Platform. Subject to your compliance with these Terms and payment of applicable fees, ML Insights & Metrics grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal research and development purposes in accordance with your User category and subscription tier.
User-Generated Intellectual Property. The Platform is designed to accelerate and support your research and development activities, which may result in the creation of novel intellectual property. Subject to the terms herein:
you retain ownership of any novel inventions, discoveries, molecules, formulations, or other intellectual property that you independently conceive and develop using insights derived from the Platform (“User IP”), provided that you have paid all applicable subscription fees and are in compliance with these Terms;
your ownership of User IP does not extend to any Platform IP, including the underlying algorithms, models, or databases that generated the insights upon which your User IP is based; and
ML Insights & Metrics makes no claim to User IP, provided that you do not incorporate any Platform IP into your User IP without ML Insights’ prior written consent.
Ownership of Data Transformations. You acknowledge and agree that:
you retain ownership of any raw data that you upload or input into the Platform (“User Data”);
ML Insights & Metrics owns all right, title, and interest in and to any extracted, processed, normalized, transformed, or derived data generated by the Platform’s algorithms from User Data or from the Platform’s proprietary databases (“Transformed Data”);
ML Insights owns all right, title, and interest in the specific organization, formatting, presentation, and arrangement of search results, analytics outputs, and recommendations generated by the Platform (“Platform Outputs”); and
the transformation of data through the Platform’s proprietary algorithms constitutes the creation of new intellectual property owned exclusively by ML Insights & Metrics.
Feedback. If you provide ML Insights & Metrics with any suggestions, comments, ideas, improvements, or other feedback regarding the Platform (“Feedback”), you hereby grant ML Insights & Metrics a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without compensation or attribution to you.
Trademarks. The names “ML Insights & Metrics,” “nanoML,” the ML Insights & Metrics logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ML Insights & Metrics or its affiliates. You are strictly prohibited from using any ML Insights & Metrics trademarks, service marks, trade names, or logos without the prior express written consent of ML Insights & Metrics. Any unauthorized use of ML Insights & Metrics’ trademarks may constitute trademark infringement and unfair competition.
DATA HANDLING AND RETENTION
Data Categories. For purposes of these Terms, data processed through the Platform is categorized as follows:
“Volatile Data” means transient data entered into analytics spreadsheets, calculators, or other interactive tools within the Platform that is processed in real-time and not persistently stored by ML Insights & Metrics; and
“Persistent Data” means search queries, search results, search history, usage patterns, and other data that ML Insights & Metrics retains to improve Platform performance, train machine learning models, and enhance the Services.
Volatile Data. You acknowledge and agree that data entered into analytics spreadsheets and similar interactive features is processed transiently and is not recorded, saved, or retained by ML Insights & Metrics. You are solely responsible for exporting or saving any Volatile Data that you wish to retain before ending your session.
Persistent Data. You acknowledge and agree that ML Insights & Metrics collects, stores, and uses Persistent Data, including your search queries, search results, and usage history, for purposes including but not limited to: (i) improving Platform algorithms and machine learning models; (ii) enhancing search relevance and accuracy; (iii) developing new features and Services; and (iv) generating aggregated, anonymized analytics. This data may be retained indefinitely.
License to Use Data. By using the Platform, you grant ML Insights & Metrics a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, process, analyze, and create derivative works from Persistent Data for the purposes described in Section 4(c), provided that ML Insights & Metrics shall not publicly disclose Persistent Data in a manner that identifies you without your consent, except as required by law.
Data Mining Prohibition. You are strictly prohibited from using any automated means, including but not limited to web scrapers, crawlers, spiders, bots, data miners, or similar tools, to access, extract, harvest, index, or collect any data or content from the Platform. Any violation of this provision constitutes a material breach of these Terms and may result in immediate termination of your Account and legal action.
RESTRICTIONS AND USER CONDUCT
Prohibited Uses. You agree not to use the Platform for any unlawful purpose or in any manner that violates these Terms. Without limiting the foregoing, you shall not:
copy, reproduce, distribute, publish, display, modify, or create derivative works from any Platform content, including search results, analytics outputs, images, or data;
download, save, screenshot, print, or otherwise capture or store any search results, images, analytics data, or other Platform Outputs through the user interface or by any other means;
use the Platform to access, display, or distribute content that infringes any third-party intellectual property rights, including Creative Commons licensed content in violation of its license terms;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform;
sublicense, lease, rent, loan, transfer, or otherwise make the Platform available to any third party;
use the Platform to develop a competing product or service; or
assist, encourage, or enable any third party to do any of the foregoing.
Anti-Circumvention. You agree not to bypass, avoid, disable, remove, or otherwise circumvent any digital rights management (“DRM”) systems, technical protection measures, access controls, or other security features implemented on the Platform, whether currently in place or implemented in the future. This includes any measures designed to prevent downloading, copying, saving, or unauthorized access to Platform content.
Security Prohibitions. You agree not to:
probe, scan, or test the vulnerability of the Platform or any associated system or network;
attempt to gain unauthorized access to the Platform, other User accounts, or any computer systems or networks connected to the Platform;
interfere with, disrupt, or attempt to disrupt the integrity or performance of the Platform or any data contained therein;
transmit any viruses, worms, malware, or other malicious code; or
breach or attempt to breach any authentication or security measures.
DISCLAIMERS
Exploratory Purpose. THE PLATFORM AND ALL DATA, ANALYTICS, INSIGHTS, RECOMMENDATIONS, AND OTHER OUTPUTS PROVIDED THROUGH THE PLATFORM ARE INTENDED FOR EXPLORATORY AND RESEARCH PURPOSES ONLY. THE PLATFORM IS NOT INTENDED TO PROVIDE, AND SHALL NOT BE CONSTRUED AS PROVIDING, DEFINITIVE SCIENTIFIC, MEDICAL, REGULATORY, OR COMMERCIAL ADVICE.
No Reliance. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU SHALL NOT RELY ON ANY DATA, ANALYTICS, PREDICTIONS, OR RECOMMENDATIONS PROVIDED BY THE PLATFORM WITHOUT INDEPENDENT VERIFICATION. ML INSIGHTS & METRICS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY PLATFORM OUTPUTS FOR ANY PARTICULAR PURPOSE.
Experimental Verification Required. You agree that you must independently validate all data, insights, predictions, and recommendations provided by the Platform through your own experiments, testing, and verification processes before making any scientific, business, regulatory, or commercial decisions based thereon. ML Insights & Metrics shall not be liable for any decisions, actions, or outcomes resulting from your use of or reliance on unverified Platform Outputs.
Third-Party Content. The Platform may display, reference, or provide access to content from third-party sources, including scientific publications, images, and data subject to Creative Commons or other third-party licenses. ML Insights & Metrics does not own or control such third-party content and is not responsible for ensuring your compliance with applicable third-party license terms. You are solely responsible for reviewing and complying with any third-party license requirements applicable to content you access through the Platform.
Disclaimer of Warranties. THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ML INSIGHTS & METRICS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
FEES AND PAYMENT
Subscription Fees. Access to certain features of the Platform requires payment of subscription fees (“Fees”). The applicable Fees, payment terms, and subscription tiers will be presented to you at the time of checkout or as set forth in an applicable order form or invoice.
Subscription Term. Unless otherwise specified, paid subscriptions are billed on an annual basis and will automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Payment. All Fees are due and payable in accordance with the payment terms specified at checkout or in the applicable invoice. You agree to provide accurate and complete payment information and authorize ML Insights & Metrics to charge your designated payment method for all applicable Fees.
Non-Refundable. ALL FEES PAID ARE NON-REFUNDABLE. In the event of termination or cancellation of your subscription for any reason, you will not be entitled to any refund of Fees already paid, and any outstanding Fees for the remainder of the subscription term shall become immediately due and payable.
Taxes. All Fees are exclusive of applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, excluding taxes based on ML Insights & Metrics’ net income.
TERMINATION
Termination by You. You may terminate your Account at any time by contacting ML Insights & Metrics at the email address provided on the Platform. Termination of your Account does not relieve you of any obligation to pay Fees incurred prior to termination.
Termination by ML Insights & Metrics. ML Insights & Metrics reserves the right to suspend or terminate your Account, Workspace, or access to the Platform at any time, with or without prior notice, and for any reason or no reason, including but not limited to: (i) your breach of these Terms; (ii) your failure to pay applicable Fees; (iii) conduct that ML Insights & Metrics reasonably believes is harmful to other Users, third parties, or ML Insights; (iv) requests by law enforcement or government agencies; or (v) discontinuation or material modification of the Platform.
Effect of Termination. Upon termination of your Account for any reason: (i) your right to access and use the Platform shall immediately cease; (ii) ML Insights & Metrics may delete your Workspace and any data associated with your Account; (iii) you shall have no further access to any data, analytics, or outputs generated through your use of the Platform; and (iv) ML Insights & Metrics shall have no obligation to retain or provide you with any data from your Account or Workspace.
Survival. The following provisions shall survive any termination of these Terms: Sections 3 (Intellectual Property Rights), 4 (Data Handling and Retention), 6 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 11 (General Provisions).
LIMITATION OF LIABILITY
Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ML INSIGHTS & METRICS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ML INSIGHTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Liability Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ML INSIGHTS & METRICS’ TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED:
for Industry Users: the total Fees actually paid by you to ML Insights & Metrics during the six (6) month period immediately preceding the event giving rise to the claim; or
for Academic Users: one hundred Canadian dollars (CAD $100).
Basis of the Bargain. You acknowledge that the limitations of liability set forth in this Section 9 reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain between you and ML Insights & Metrics. ML Insights & Metrics would not provide the Platform without these limitations.
INDEMNIFICATIONYou agree to indemnify, defend, and hold harmless ML Insights & Metrics and its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of or access to the Platform; (b) your violation of these Terms; (c) your violation of any third-party rights, including intellectual property rights, privacy rights, or contractual rights; (d) your violation of any applicable laws, rules, or regulations; (e) any claim that your User Data or User IP infringes or misappropriates the intellectual property or other rights of any third party; or (f) your breach of any representations or warranties made in these Terms.
GENERAL PROVISIONS
Governing Law. These Terms and any dispute arising out of or related to these Terms or the Platform shall be governed by and construed in accordance with the laws of the Province of Manitoba and the federal laws of Canada applicable therein, without regard to conflict of law principles.
Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to these Terms or the Platform shall be resolved exclusively by the courts of competent jurisdiction located in Winnipeg, Manitoba, Canada, and you hereby consent to the exclusive jurisdiction and venue of such courts.
Entire Agreement. These Terms, together with any Collaboration Agreement and any other documents expressly incorporated by reference, constitute the entire agreement between you and ML Insights & Metrics with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.
Amendment. ML Insights & Metrics reserves the right to modify these Terms at any time. If we make material changes, we will notify you by posting the updated Terms on the Platform and updating the “Effective Date” above. Your continued use of the Platform after such changes constitutes your acceptance of the revised Terms.
Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.
Waiver. No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and ML Insights & Metrics’ failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of ML Insights & Metrics. ML Insights & Metrics may assign these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.
Force Majeure. ML Insights & Metrics shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
Notices. All notices required or permitted under these Terms shall be in writing and shall be delivered by email to the email address associated with your Account (for notices to you) or to legal@mlinsightsandmetrics.ca (for notices to ML Insights & Metrics), or to such other address as either party may designate in writing.
Headings. The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.
CONTACT INFORMATIONIf you have any questions about these Terms or the Platform, please contact us at: ML Insights & Metrics Inc. Email: clara.tam@mlinsightsandmetrics.com
BY CLICKING “I ACCEPT,” CREATING AN ACCOUNT, OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
