Terms of Service

General Terms and Conditions

These General Terms and Conditions, any order form, Addenda, Schedules, Exhibits and/or Attachments hereto are collectively referred to as the "Agreement" between GeneSilico and Subscriber for accessing and using the GeneSilico platform (the “Platform”). There shall be no force or effect to any terms of any related proposals, purchase orders or other documents. In the event an order form is entered into with Subscriber, any conflict between these General Terms and Conditions and the order form, the order form shall govern.

• Subscriber and Users
  
  1. Subscriber. “Subscriber” is any entity (such as a patient, medical professional, hospital, etc.) that accesses and uses the GeneSilico Platform.
  2. Users. Subscriber may allow its employees, agents and contractors (the “Users”) in the agreed amount to access the Platform. These General Terms and Conditions apply for all Subscribers and Users of the Platform. The additional terms listed at Schedule 1 below only apply to such Subscribers / Users who are not patients and have executed separate contracts with GeneSilico for access to the Platform and for advising the patients, including  medical professional, hospital, etc. 
• License; Subscriber Responsibilities
  1. License. Subject to the terms and conditions of this Agreement, GeneSilico grants Subscriber a nonexclusive, non-transferable, revocable license for Subscriber to access and use the Platform during the Term solely for the internal business purposes of Subscriber. For the avoidance of doubt, this Agreement only applies to the existing Subscribers and shall not apply to any material acquisitions, acquired businesses or acquirers of Subscribers or its assets (except as expressly permitted under this Agreement).
  2. Subscriber Restrictions. Subscriber agrees to not:
     
     • Rent, lease, sublicense, time-share, or otherwise distribute the Platform for resale, or to host applications to provide service bureau, time-sharing, or other services to third parties other than any entity or User that is part of Subscriber, or otherwise make available the Platform to any third parties other than any entity or User that is part of Subscriber
     • Reverse-engineer, decompile, disassemble, modify, create derivative works of, or copy all or any part of the Platform
     • Permit any User or other person to access or use the Platform using another User’s ID, login or password or otherwise make an User’s ID, login or password available to any third party
     • Bypass any privacy and/or security measures GeneSilico may use to prevent or restrict access to the Platform (or other accounts, computer systems or networks connected to the Platform)
     • Remove any intellectual property, confidentiality or proprietary notices of GeneSilico and/or any third party which appear in any form on the Platform or otherwise in any GeneSilico collateral or materials however reproduced, and
     • allow the Platform and all parts thereof to be subject to unauthorized copying, modification, or disclosure by its Users and other third parties.
  3. Diagnosis and Treatment. The Platform is an analytical tool designed to utilize near real-time and historical data to aggregate information in order to assist identification of certain treatment regimens available to patients. Purposes of the Platform include: • Gene Panel Development and Updates. GeneSilico’s precision oncology gene panels are developed using data derived from publicly available clinical studies and cancer genetics/genomics research. GeneSilico reserves the right to modify and update its gene panels as new genetic alteration hotspots are identified through next-generation sequencing data obtained from patient tumor samples. Such modifications and updates are part of the ongoing service.
     • Third-Party Language Model Usage. GeneSilico’s AI agents may route portions of user queries through third-party large language models, such as those provided by OpenAI and Anthropic, via API calls. Such external language models are essential for the functionality of GeneSilico’s AI agents.
     • AI Agents Data Sources and Feedback. GeneSilico’s AI agents are powered by publicly available clinical, genetic insights, medical guidelines, and drug information. These agents may also utilize user feedback to continuously improve their performance. Such feedback is used for refining the AI agents.
     • AI Agents Operation. GeneSilico’s AI agents function by analyzing patients' clinical, genetic, pathological, and radiological data. In response to user queries, they retrieve relevant information from biomedical literature, with all sources duly cited. Agents provide factual information for reference purposes.
  4. IN ALL CASES, GENESILICO ONLY UTILIZES PATIENT’S PERSONAL DATA IN ACCORDANCE WITH THE PRIVACY POLICY. USERS’ CLINICAL DATA WILL NOT BE EXPLOITED FOR ANY PURPOSE OUTSIDE THE INTENDED QUERY RESPONSE AND PROVISION OF GENERAL INFORMATION. THE PLATFORM DOES NOT MAKE CLINICAL, MEDICAL OR OTHER PROFESSIONAL DECISIONS, AND IS NOT A SUBSTITUTE FOR MEDICAL PROFESSIONALS OF THE SUBSCRIBER (WHETHER PERSONNEL OR BY ONE OR MORE OF ITS USERS) APPLYING PROFESSIONAL JUDGMENT AND ANALYSIS. SUBSCRIBER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ALL INFORMATION AND REPORTS PROVIDED FOR USE BY/ON THE PLATFORM.
  5. Fees and Payments. Subscribers shall remit payments to GeneSilico at the time of subscription or renewal, per GeneSilico’s payment, refund, and shipping policies accessible at https://www.genesilico.ai/policies. 

The Platform is an analytical tool which uses Artificial Intelligence (AI) to analyze your historical personal data by aggregating information, which assists oncologists in identifying specific treatment regimens tailored to your needs. ‍

Third Party Materials

The Platform utilizes certain software, information, or materials owned or controlled by third parties (“Third Party Materials”) which may have terms and conditions that are separate from the terms and conditions set forth in this Agreement. Subscriber is agreeing to comply with those vendors’ separate terms and conditions, which may be found at GeneSilico.ai/third party vendor list, and Subscriber and each User shall abide by such agreements governing the use of the Third Party Materials. Subscriber acknowledges that Third Party Materials may be

1. delivered by GeneSilico as part of the Platform or
2. required to utilize the full features and functionality of the Platform. Subscriber further acknowledges and agrees that any of GeneSilico’s licensors are third party beneficiaries of this Agreement, with the right to enforce the obligations in this Master Agreement directly against Subscriber. 

Confidentiality

1. Definition. “Confidential Information” means, with respect to each party, any business or technical information of or about such party (including, but not limited to a party’s respective product plans, designs, costs, product prices and names, customers, finances, marketing plans, software and documentation, business opportunities, personnel, research, or development) that is
   • disclosed in writing and is designated by the disclosing party as “confidential” or “proprietary” at the time of disclosure or,
   • orally disclosed, and designated as confidential at the time of the disclosure and is summarized in writing and delivered to the receiving party by the disclosing party within thirty (30) days after such disclosure. Confidential Information also includes the terms of this Agreement. The Confidential Information of GeneSilico shall include the Platform and all personal data of the patients, collected and processed in accordance with the Privacy Policy.
2. Exclusions. Confidential Information does not include information that:
   • is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party
   • is already known by the receiving party at the time of disclosure without restrictions on the disclosure of such information;
   • is independently developed by the receiving party without use of the disclosing party’s Confidential Information
   • the receiving party rightfully obtains from a third party without restriction on use or disclosure; or
   • is disclosed with the prior written approval of the disclosing party. The receiving party shall bear the burden of showing that any of the foregoing exclusions apply to any information or materials.
   1. A breach of these obligations of confidentiality may cause irreparable harm and injury to GeneSilico. Accordingly, in the event of a material breach or threatened breach, the GeneSilico shall be entitled to seek preliminary and final injunctive relief and any other equitable remedies it may have. Such remedies shall be in addition to, and not in limitation of, any and all other remedies, which GeneSilico, may have at law.
3. Use and Disclosure Restriction. Neither party shall use or disclose the other party’s Confidential Information except as expressly required or permitted herein. Neither party shall disclose any of such Confidential Information to any of such party’s employees, subcontractors, and licensors except as is reasonably required in connection with the exercise of such party’s rights and obligations under this Agreement, provided that such employees, subcontractors and licensors are subject to binding use and disclosure restrictions at least as protective as those set forth herein, executed in writing by such employees, subcontractors, or licensors. However, each party may disclose Confidential Information of the other party:
   • pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing party gives reasonable notice to the other party to contest such order or requirement; and (ii) on a confidential basis to its legal or financial advisors.

Use of Artificial Intelligence (AI)

Overview of AI Usage:

• GeneSilico utilizes artificial intelligence (AI) to analyze genetic data to assist the analysis of genetic data and the assessment of health risk, including but not limited to breast cancer risks. The AI Processes personal information, such as genetic data, health history and demographic information, to provide insights that may support healthcare decisions. The AI works as discussed and described as set forth in Section 2(d), above. GeneSilico does not utilize personal patient information for guiding therapies, product development, or service enhancement. Users’ clinical data will not be utilized for any purpose outside the intended query response and provision of general information, including with regard to the purposes AI is utilized on our platform. For certain of these purposes, AI is used to analyze generic data to create the Analytics Database. In such circumstance, the data will be de-identified or anonymized in the Analytics Database. While the Analytics Database will be used by the system for assessing cancer risk, the Analytics Database itself (which contains de-identified and anonymized data), will not be shared in output provided to users and subscribers. There is no human oversight in the generation of the AI-generated Analytics Database and information therein. For other purposes, AI is used to analyze generic data and other personal information for interpretation and explanation of cancer risk for particular users. The AI works as described above. The AI’s analysis contributes to personalized healthcare insights. Please note that the disclosures identified below include data processed by AI. The interpretation and explanation of cancer risk in the report for a particular user will include PHI of that particular user, and will be used and shared as set out in the Privacy Policy.
• Purpose of the Processing. The AI technology GeneSilico uses is designed to analyze complex datasets and identify patterns that may indicate health risks. The purpose of this AI processing is to enhance the accuracy and depth of health assessments, allowing for more personalized and informed healthcare recommendations.
• Limitations of AI Predictions. While the AI technology GeneSilico uses is state-of-the-art, it is important to understand that AI predictions are not error-proof and have inherent limitations. AI models rely on available data and are subject to certain limitations, including the following:
  1. Incomplete data: The accuracy of AI predictions may be affected by incomplete or inaccurate personal information provided during the testing process.
  2. Generalization. AI Models are trained on large datasets, and while they aim to provide personalized insights, there may be individuals factors unique to each patient that the AI cannot fully account for.
  3. Potential Bias. AI algorithms may reflect biases present in the training data, which could result in predictions that are skewed or less accurate for certain populations.
  4. Evolving Knowledge. Medical knowledge and genetic research are constantly evolving. While the AI is based on the latest available data, it may not fully reflect the most recent scientific discoveries or medical practices.
  5. No Substitute for Professional Judgment. AI-generated predictions are intended to assist healthcare providers and should not be considered a definitive diagnosis or treatment plan. Final decisions regarding diagnosis, treatment, and patient care should always involve consultation with a qualified healthcare professional.
  6. Uncertainty in Predictions. The risk score and insights generated by the AI are probabilistic in nature and may not guarantee specific health outcomes. There is always a degree of uncertainly in any predictive model.
• No Guarantee of Results. AI-generated predictions are based on probabilistic models and do not guarantee specific outcomes of health diagnosis. All AI-generated insights should be interpreted in conjunction with a healthcare provider. GeneSilico makes not warranties express or implied, regarding the accuracy, reliability, or suitability of the AI predictions for any specific purpose.
• Changes to AI Technology. We continuously strive to improve our AI technology and may update or modify the AI systems as necessary. We recommend that you discuss the AI-generated results with your healthcare provider to gain a comprehensive understanding of your health and the potential implications of the AI’s predictions. Your healthcare provider can help interpret the results in the context of your overall health profile and provide personalized medical advice. 

Support and Maintenance

• Support. GeneSilico will provide commercially reasonable support to help Subscriber maintain and use the Platform, subject to:
  1. planned downtime for which GeneSilico shall use commercially reasonable efforts to provide Subscriber 24 hours’ notice; and
  2. unavailability caused by circumstances beyond GeneSilico’s reasonable control, including, without limitation, acts of God, acts of government, pandemic, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or internet service provider failures or delays. GeneSilico shall also use commercially reasonable efforts to provide service desk support during GeneSilico’s normal business hours, subject to GeneSilico-recognized holidays, and to perform one full backup of the Subscriber Data on a weekly basis and six incremental, daily backups per week.
• Scheduled Maintenance and Upgrade Management. Scheduled maintenance or releases during which Subscriber may experience downtime or performance degradation will be performed during off-peak hours (defined as weekdays between 1:00 am and 6:00 am and 6:00 pm Saturday through 12 pm Sunday, India Standard Time). Notification of scheduled downtime or service impacting maintenance/releases will be provided no less than three
• business days prior to occurrence, except in emergency situations. Maintenance/Updates that do not cause downtime or degrade service are not subject to off-peak windows.

Term and Termination

Term: This Agreement becomes effective on the Effective Date hereof. Every additional User seat or other feature purchased by Subscriber during the term of twelve (12) months will be subject to the terms of this Agreement and shall have the same expiration date, unless as otherwise mutually agreed to by the parties in writing. Thereafter the Agreement will automatically renew for consecutive terms until terminated unless either party provided notice of non-renewal prior to thirty (30) days from the date of renewal.

Termination for Default: The Agreement may be terminated by written notice for breach by the non-breaching party, including if such party reasonably believes this Agreement is in violation of any Applicable Law, rule or regulation, if the party breaching a material term of the Agreement or violating such Applicable Law, rule or regulation, fails to cure such breach within thirty (30) days following written notice from the non-breaching party specifying in reasonable detail the nature of such breach.

Effect of Termination or Expiration: Upon any termination or expiration of this Agreement, GeneSilico will terminate the Subscriber’s (and their Users’) access to the Platform. All of the other terms and conditions contained in this Agreement shall continue to apply to Subscriber with respect to any patient personal information previously viewed and/or stored by Subscriber or its Users.

Rights to Data; Ownership of Rights.

Ownership. Title to all intellectual property rights, including but not limited to patent, trademark, copyright, design, and trade secrets right in (and title to all copies of and all media bearing) the current and any future version or release of the Platform, including, but not limited to features requested and or designed mutually with Subscriber, and the program concepts contained in the Platform is retained by GeneSilico or its applicable third party licensors. For the avoidance of doubt and without limitation, and other than the license granted hereunder, there is no transfer of title or of any proprietary rights or of any intellectual property rights to Subscriber under this Agreement. Unless specifically stated, in writing, by GeneSilico to the contrary, Subscriber has no right to use GeneSilico’s name, trademarks, or any goodwill now or hereafter associated therewith, all of which is the sole property of and will inure exclusively to the benefit of GeneSilico. Subscriber and Users will not knowingly use the Platform in a manner that violates any third-party intellectual property, contractual or other proprietary rights.

No Modifications. Unless specifically stated, in writing, by Subscriber to the contrary, Client Subscriber and Users agree not to modify, create derivative works of, adapt, translate, reverse engineer the Platform, or otherwise decompile, disassemble or attempt to discover the source code or any other non-user facing aspects in the Platform. In the event that software modifications, or customizations, are required to allow interfaces with Subscriber’s system, Subscriber agrees that said modifications shall remain the sole property of GeneSilico. Further, said modifications shall not be construed to provide any claim to the underlying software, business rules, analytic rules or source code utilized by the Platform.

Subscriber or User Feedback. For any comments, submissions or other feedback Subscriber or its Users may provide to GeneSilico, at its sole discretion, concerning the functionality and performance of the Platform, including identification of potential errors and improvements, the parties acknowledge that GeneSilico will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such information as GeneSilico sees fit, without any obligation or restriction of any kind to Subscriber. There is no obligation for GeneSilico to review feedback, comments or submissions made by Subscriber, and there is no obligation to keep any such information confidential.

Limited Warranty; Disclaimer.

Mutual Representations and Warranties. Each party represents and warrants to the other party that:

1. it is duly organized, validly existing, and in good standing as an entity under the jurisdiction of its incorporation or other organization;
2. it has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under, this Agreement; and
3. the execution of this Agreement by it or its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party which therefore constitutes a legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

Additional Subscriber Warranties. Subscriber represents, warrants, and covenants to GeneSilico that Subscriber owns or otherwise has and will have the necessary rights and consents in and relating to the Subscriber Data so that, as received by GeneSilico and used in accordance with this Agreement, they do not and will not violate any Applicable Law, including intellectual property rights of any third party.

Warranty Disclaimer; Limitations. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 10, THE PLATFORM, DATA, AND WORK PRODUCT ARE PROVIDED “AS IS” AND GENESILICO HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND GENESILICO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, GENESILICO MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM OR WORK PRODUCT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SUBSCRIBER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. THE DISCLAIMERS OF WARRANTY, LIMITATIONS OF LIABILITY, AND OTHER PROVISIONS STATED HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. (d) Third Party Disclaimer. GENESILICO REPRESENTS AND WARRANTS THAT THE PERSONAL DATA PROVIDED HEREUNDER ACCURATELY REFLECTS THE PERSONAL DATA THAT RESIDES (OR RESIDED) ON GENESILICO’S SYSTEMS. HOWEVER, PORTIONS OF THE PERSONAL DATA ARE PROVIDED BY THIRD PARTIES (SUCH AS PHYSICIAN OFFICE STAFF AND HEALTH PLAN ELIGIBILITY FILES). ALL SUCH THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN SUBSCRIBER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS, AND GENESILICO HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES WHATSOEVER TO SUBSCRIBER OR ANY THIRD PARTY RELATING TO THE COMPLETENESS OR ACCURACY OF PERSONAL DATA PROVIDED HEREUNDER.

Limitation of Liability.

IN NO EVENT WILL GENESILICO OR ANY OF ITS LICENSORS, VENDORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY:

1. LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT, OR LOSS OF ANY DATA ON THE PLATFORM OR DIMINUTION IN VALUE, OR
2. CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF GENESILICO AND ITS LICENSORS, VENDORS, SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT PAID TO GENESILICO UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

Indemnification.

Subscriber Indemnification. Subscriber shall indemnify and hold harmless GeneSilico and all employees, officers, directors, and agents of GeneSilico for any and all claims, penalties, liabilities, losses, damages, settlements, and costs (including attorneys’ fees) arising directly or indirectly out of

1. Any negligent or willfully wrong act or omission of Subscriber and its Users or to any other entity to which Subscriber has provided any data including personal data in any form;
2. Any breach of Confidential Information; and
3. Any breach of patient confidentiality or violation of HIPAA.

GeneSilico Indemnification. GeneSilico shall indemnify and hold harmless Subscriber and all employees, officers, directors, and agents of Subscriber for any and all claims, penalties, liabilities, losses, damages, settlements, and costs (including attorneys’ fees) arising directly or indirectly out of

1. Any breach of patient confidentiality or violation of HIPAA, or
2. Any third party claim or cause of action alleging that the Platform, when used in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; provided, that with respect to
3. Then upon notice to GeneSilico, or upon determination by GeneSilico that the Platform is likely to be claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right, then GeneSilico may, at its option and sole cost and expense:

Obtain the right for Subscriber to continue to use the Platform materially as contemplated by this Agreement;

Modify or replace the Platform, in whole or in part, to seek to make the Platform (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute the Platform under this Agreement; or

By written notice to Subscriber, terminate the license granted to Subscriber under this Agreement and require Subscriber to immediately cease any use of the Platform or any specified part or feature thereof. THIS AGREEMENT SETS FORTH SUBSCRIBER’S SOLE REMEDIES AND GENESILICO’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE PLATFORM) INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

Miscellaneous.

1. Non-solicitation. Each party recognizes the expense and time associated with recruiting, hiring, training and maintaining employees. Each party agrees that, except as consented to by the other party in advance and in writing, it will not during the term of this Agreement or a period of one (1) year thereafter directly or indirectly, solicit to reduce the relationship of the other party’s employees to the other party or hire for itself or on behalf of any third party, any of the other party’s current employees or who were an employee of the other party within the prior twelve (12) months. Each party agrees that the damages to be incurred by the other party for a violation of this section are difficult to estimate; and accordingly, for any violation of this section by a party or its personnel damages may include costs to recruit and replace such solicited employee.
2. Assignment. Neither party may assign or otherwise transfer this Agreement without the other party’s prior written consent. Notwithstanding the foregoing, (a) either Party shall have the right to assign any of its rights, delegate any of its obligations, or transfer this Agreement without such consent as part of a merger or acquisition of all or substantially all of the assets or business to which this Agreement pertains.
3. Governing Law. This Agreement will be governed by the laws of the India, without regard to conflict of laws rules or principles. The courts located within India shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.
4. Notices. All notices under this Agreement will be in writing and delivered by courier or overnight delivery service, certified mail with return receipt requested, or confirmed electronic communication, and each instance will be deemed given upon receipt. All communications to GeneSilico shall be sent to the attention of notices@genesilico.ai. All communications to Subscriber shall be sent to the Primary Contact as set forth herein. Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this Section.
5. No Third Party Beneficiaries. Except as specifically provided herein, this Agreement shall not create any additional rights or obligations between or among the parties hereto. Further, this Agreement is not intended to benefit any other parties and shall not create any rights for any other parties (including, without limitation, the Users).
6. Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
7. Entire Agreement. This Agreement, including all Exhibits and Attachments hereto, constitutes the complete understanding of the parties regarding the subject matter hereof. It may not be amended or modified except by a writing signed by authorized representatives of the parties.
8. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
9. Survival. The provisions of this Agreement that by their nature should survive the termination of this Agreement shall so survive and continue in force and effect in accordance with their terms.
10. Applicable Laws. Each party agrees that, in performance of its respective obligations under this Agreement, it shall comply with all Applicable Laws. As used in this Agreement, “Applicable Laws” shall mean any statute, law, ordinance, regulation, requirement, order or rule of the federal government or any federal governmental agency or regulatory body, or any federal governmental or administrative interpretation of any laws, rules or regulations all to the extent applicable to personal data or the Services, including, but not limited to, the federal Physician Self-Referral Law, 42 U.S.C. 1395nn, and the regulations promulgated thereunder (together, the "Stark Law"), similar state physician self-referral laws and regulations (together with the Stark Law, the "Self-Referral Laws"), the federal Medicare/Medicaid Anti-kickback Law and regulations promulgated thereunder (the "Federal Anti-kickback Law") and similar state Anti-kickback laws and regulations (together with the Federal Anti-kickback Law, the "Anti-kickback Laws") and HIPAA (to the extent applicable), The Digital Personal Data Protection Act 2023 and the rules issues thereunder, and the Information Technology Act, 2000 and the rules issued thereunder.
11. No Federal Exclusion. Each party represents and warrants to the other that it is not, and at no time has been, excluded from participation in any federally funded health care program (“Excluded Party”). If either party becomes an Excluded Party, that party shall immediately notify the other party of any proposed or actual sanction or exclusion from any federally funded health care program. Such notice shall contain reasonably sufficient information to allow the non-excluded party to determine the nature of any sanction. In the event that Subscriber, any Subscriber physician or any of Subscriber's other equity owners, members or employees is excluded from participation in any federally funded health care program during the term of this Agreement, or if, at any time after the Effective Date, it is determined that Subscriber is in breach of this Section, GeneSilico shall terminate this Agreement, which termination shall be effective immediately upon notice to Subscriber of such termination. In the event that GeneSilico, any of GeneSilico’s other equity owners, members or employees is excluded from participation in any federally funded health care program during the term of this Agreement, or if, at any time after the Effective Date, it is determined that GeneSilico is in breach of this Section, Subscriber shall terminate this Agreement, which termination shall be effective immediately upon notice to GeneSilico of such termination. The Parties will continue to fulfill any obligations that they are required to fulfill as per applicable law, even after the termination of this Agreement.

If you have any queries regarding the Terms and Conditions or regarding your use of our Platform, you can reach out to our Grievance Officer at: notice@genesilico.ai.

The terms set out in this Schedule 1 apply to all such Subscribers / Users who are not patients and have executed separate data processing agreements with GeneSilico for access to the Platform and for advising the patients, including medical professionals, hospital, etc.

Data Privacy and Compliance. (a) Subscriber represents and warrants that, the Subscriber and all its Users will at all times ensure that all patient personal data is being processed by them in compliance with the Privacy Policy published on the Platform for the patients’ consent, and:

1. Any patient personal data including clinical laboratory data and Subscriber’s patients’ personal data which is delivered, collected, or processed via the Platform (collectively, the “Data”) it requires or receives under this Agreement is solely for its own professional operation and services;
2. It will not use such Data other than for its professional operation and services;
3. It is requesting the minimum necessary Data to accomplish the intended authorized purpose;
4. It will not disclose the Data to any third party except in accordance with this Agreement; and
5. It will report to GeneSilico promptly the discovery of any type of discrepancies, anomalies, or errors detected in the Data it receives from GeneSilico. It is understood that in the course of accessing and using the Platform, Data may be disclosed to GeneSilico by Subscriber, and that to such extent, the Subscriber will be deemed as a ‘Data Processor’ at Indian law and the Parties have executed a separate data processing agreement.

Rights; Restrictions. Subscriber shall not disclose or utilize the Data in any way that violates any patient confidentiality obligations or any Applicable Laws. Subscriber agrees that all Data, including any derivatives resulting from the manipulation or compilation thereof, are Confidential Information of GeneSilico and that nothing herein grants any rights thereto to Subscriber. Subscriber agrees it shall not disclose or utilize Data in any way that violates patient or physician confidentiality obligations or any Applicable Laws. Subscriber will not disclose, publish, lend, sell, lease or otherwise transfer access or possession of the Data, Platform or this Agreement (or any copy of the any portion of the Data, Platform or this Agreement), except to authorized Users, without GeneSilico’s written approval. Subscriber shall not manipulate, aggregate, integrate, compile, merge, reorganize, regenerate, transfer or otherwise use or disclose the Data for any purpose except for healthcare operations. Subscriber shall not make any alteration to the content of the Data, and Subscriber shall always display the Data in a mutually agreed upon format with attribution to GeneSilico. Subscriber shall not engage in the marketing, sale or other commercialization, whether direct or indirect, of the Data (whether in identified or de-identified format). Subscriber may provide a patient’s Data to its patient. If the Subscriber provides the Data to other third parties, it shall only do so with prior written consent of GeneSilico and shall have provisions in its agreements with such parties that are at least as restrictive as the terms and conditions that apply to Subscriber pursuant to this Agreement. Without limiting the foregoing, Subscriber shall not enter into any agreement with a third party that enables the third party to commercialize the Data or use the Data for marketing purposes, and Subscriber shall include provisions in its agreements with third parties preventing the commercialization or marketing of Data by such third parties.

1. Users; Training. (a) Users. GeneSilico reserves the right to reasonably limit the number of Users. Subscriber will ensure that all Users are allowed, by Applicable Law to access the Data as defined herein. Each User will be provided with a non-transferable Signed SSL User “Security Certificate” and user account (each a “User Account”). The User Account is for use by only one (1) User and may not be shared or transferred. Subscriber is solely responsible for selecting each User and ensuring all Users comply with the terms of this Agreement. GeneSilico is not be responsible for Users’ actions in connection with the Platform, and it shall be the responsibility of Subscriber to develop and enforce Subscriber’s policies, procedures and agreements with Users and ensure accordance with all Applicable Laws. User Accounts expire annually and each User will need to be re-authenticated by GeneSilico in order to continue access to the Platform. Such re-authorization is subject agreement by GeneSilico.
2. Training. GeneSilico will perform the Training as agreed to with the Subscriber. All Users must have their own ID and password to access such materials. All training materials are for Subscriber’s own internal use and are provided solely to assist Subscriber in learning how to use the Platform. After the Initial Training provided by GeneSilico, Subscriber will be responsible for providing training on the Platform to its Users. Additional training may be purchased at the rates agreed to by Subscriber.