Clear terms for high-stakes science.

Acceptance and scope#

These terms of use (Terms) are an agreement between you and Epitorix [[GAP: legal entity name, corporate form and registered address]] (Epitorix, we, us). They govern your use of the website at epitorix.com (Website) and of the EPiQ platform at app.epitorix.com, including Xenoclea, the Epitorix APIs and the Documentation (Platform). The Website and the Platform together are the Services.

You accept these Terms by using the Website, and by creating an account, signing in or clicking to accept when you use the Platform. If you do not agree to them, do not use the Services.

If you or your organization has a Platform agreement with Epitorix, it prevails over these Terms where the two conflict. PharmPhax™ reports, PharmacoLaw deliverables and any Epitorix AI models licensed to you are provided under the applicable Platform agreement; these Terms apply to them where that agreement says so or where no agreement exists.

Our Privacy policy forms part of these Terms and explains how we handle personal data.

Definitions#

Capitalized terms defined in section 1 keep that meaning throughout. In addition:

Content

Your Inputs and your Outputs together.

Documentation

The user guides, API references, model cards and policies we publish for the Platform.

Inputs

Anything you submit to the Services: targets, sequences, structures, binding sites, constraints, design objectives, prompts, files, experimental data and account information.

Outputs

What the Services return in response to your Inputs: generated molecules and sequences, predicted structures, scores, rankings, off-target and risk assessments, reports and text.

Platform agreement

A signed agreement, order form or license between Epitorix and you or your organization that covers the Platform or another Epitorix product or service.

Third-party services

Models, model weights, datasets, software, laboratories and hosted services that Epitorix does not own and that the Services connect to, rely on or introduce you to.

You, your

The person using the Services and, where you use them on behalf of an organization, that organization.

Eligibility#

You must be at least 18 years old, or the age of majority where you live if that is higher, and able to enter into a binding contract.

The Platform is built for researchers, developers and organizations working in the life sciences. It is not intended for patients, caregivers or consumers seeking health information, and it must not be used to obtain advice about any person’s care.

If you use the Services for an organization, you confirm that you have authority to bind it, and “you” includes that organization. The organization is responsible for the people it gives access to.

You may not use the Services if applicable law bars you from doing so, including the export control and sanctions laws described in section 19.

Accounts and security#

Some Platform features require an account. Give us accurate information when you register and keep it current.

Credentials are personal. Keep them confidential, do not share your account and do not use anyone else’s. You are responsible for all activity under your account until you tell us it has been compromised.

Tell us promptly (section 24) if you suspect unauthorized access to your account or a security vulnerability in the Services. Do not exploit a vulnerability or disclose it publicly before we have had a reasonable opportunity to fix it.

We may require verification of identity or affiliation, additional authentication or other safeguards before granting or continuing access, and we may suspend an account to protect the Services or other users.

In an organization workspace, the organization’s administrators can manage users, permissions and Content. We act on their instructions.

License to use the Services#

Website. You may view the Website and print or save pages for your own reference, keeping all notices intact. Do not reproduce, republish or commercially exploit the Website’s content without our written consent, other than brief quotation with attribution.

Platform. Subject to these Terms and your Platform agreement, Epitorix grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform, and to use the Documentation, for your internal research and development purposes for as long as you have access.

APIs. Where we provide APIs, use them only as described in the Documentation and within the rate limits and quotas that apply to your account. Do not offer a product that merely repackages Platform access.

Reservation. The license does not include any right in our models, model weights, architectures, training data or source code, nor any right to use the Services other than as permitted here. We may add, change or withdraw features.

Acceptable use#

Use the Services lawfully, honestly and as documented. In particular:

Prohibited conduct

You must not:

• break the law or infringe anyone’s rights, or help someone else do so;
• scrape, crawl, harvest or bulk-download content or Outputs, or access the Services by automated means other than our documented APIs (search engines that follow our robots.txt excepted);
• reverse engineer, decompile or disassemble the Services, or attempt to extract, reconstruct or infer our model weights, architectures, training data or source code, including by systematic probing;
• use Outputs to train, fine-tune, distill or benchmark a model that competes with the Services without our written consent;
• circumvent access controls, rate limits, usage quotas or safety measures; share accounts; or resell, sublicense or provide the Services to third parties as a service bureau without a Platform agreement that allows it;
• upload malware, interfere with the Services or other users, or test the security of the Services without our written permission;
• use the Services to make, or to support, clinical or patient-level decisions (section 10), or present Outputs as clinically validated, regulator-reviewed or endorsed by Epitorix;
• submit Inputs you have no right to submit, including third-party confidential information or personal data you are not permitted to share (section 13);
• remove or alter notices, use our names or marks without consent, or misrepresent your affiliation.

Biosecurity and prohibited biological misuse

The Platform designs and evaluates molecules. That capability carries a duty of care, and we hold every user to it. You must not use the Services to:

• design, optimize, evaluate or otherwise develop biological, chemical, radiological or nuclear weapons or their precursors, or any agent, toxin or delivery mechanism intended to harm humans, animals, plants or the environment;
• increase the transmissibility, virulence, host range, environmental stability or treatment resistance of a pathogen, or design a molecule to evade detection, nucleic acid synthesis screening, vaccines or other medical countermeasures;
• work with pathogens, toxins or radionuclides in breach of applicable biosafety, select-agent, dual-use research of concern, radiation-safety or weapons-convention rules, or without the licenses those rules require;
• conceal the origin, intended use or end user of a design when ordering its synthesis or when asked by us or by a synthesis provider.

If you have designs produced with the Platform synthesized, do so only through providers that screen sequences and customers under recognized biosecurity frameworks. We may screen Inputs and Outputs, decline requests, limit features, and require verification of identity, affiliation or intended use before granting or continuing access.

Enforcement

We may investigate suspected violations, remove Content, throttle, suspend or terminate access (section 18) and report credible threats of harm to the relevant authorities. Where the law allows and the risk permits, we will tell you before we act; where a threat is serious or the law requires, we may act first.

Your Inputs and Outputs#

Your Inputs

You keep all rights you hold in your Inputs. You grant Epitorix a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display and back up your Inputs as needed to provide, secure and support the Services for you, to enforce these Terms, and as your Platform agreement permits. You are responsible for your Inputs and confirm that you have the rights, consents and permissions needed to submit them. section 13 restricts the personal and confidential data you may submit.

Your Outputs

As between Epitorix and you, you retain rights to the molecular outputs generated through your authorized EPiQ account, subject to the applicable Platform agreement. Epitorix does not claim ownership of your generated Outputs solely because they were created using the Platform. To the extent Epitorix holds any right, title or interest in your Outputs, it assigns that interest to you to the extent the law allows.

You decide what to do with Outputs, including whether to synthesize, test, file, publish or advance them, and you are responsible for those decisions and their consequences. Outputs may resemble or fall within third-party patents, publications or databases. The Platform does not assess freedom to operate, inventorship or patentability for you; obtain that assessment before you rely on an Output commercially.

No exclusivity

EPiQ is an AI-based generative platform, and AI models may independently generate identical or substantially similar molecules for different users, particularly when users provide similar targets, binding sites, constraints or design objectives. Epitorix does not guarantee that any generated structure will be exclusive, novel or patentable, and does not restrict other users from receiving, using or protecting similar Outputs. Your rights in your Outputs do not extend to other users’ Outputs or to the outputs of Third-party services.

Training on your Content

We do not use customer Inputs or Outputs to train or fine-tune models made available to other customers unless you opt in under a written agreement [[GAP: confirm]]. [[GAP: any private fine-tuned model offering and the opt-in mechanism]] We may use Content to operate, secure, debug and support the Services, to enforce these Terms and to comply with law. Our Privacy policy states the same position for scientific inputs and outputs.

Usage data

We collect technical and usage data about how the Services perform, such as request volumes, latency, feature use and error logs. We use it to operate, secure and improve the Services and may publish aggregated statistics that do not identify you or reveal your Content.

Publications

You may publish research that uses Outputs. Please cite the Platform as [[GAP: preferred citation format]], and do not state or imply that Epitorix has validated your results or endorses your conclusions without our written consent.

Epitorix intellectual property and feedback#

Epitorix and its licensors own the Services and everything in them other than your Content and Third-party services: the software, models, model weights, architectures, training data and curated datasets, Documentation, interfaces, text, imagery and design, and the names and marks Epitorix, EPiQ, Xenoclea, PharmPhax and PharmacoLaw. Nothing in these Terms transfers those rights, and all rights not expressly granted are reserved.

Improvements we make to the Services, including to our models, from our own data and from usage data (section 7.5) belong to us. This does not change section 7.4.

If you give us suggestions, bug reports or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you. Feedback does not include your Content.

Do not use our names, logos or marks, or say that Epitorix endorses you or your results, without our written consent.

Third-party models and services#

The Platform connects Epitorix’s own models with published and third-party models, datasets, software and hosted infrastructure. [[GAP: list of third-party model providers, open-source model licenses and any pass-through terms that bind users]] Where a Third-party service has license terms that apply to your use of it or to its outputs, we identify them in the Documentation, and you agree to comply with them.

Where the Platform introduces you to third-party laboratories or vendors for synthesis, assays or other services, your contract for that work is with the third party unless a Platform agreement says otherwise. [[GAP: confirm whether Epitorix contracts as principal for laboratory services arranged through the Platform]] We do not control Third-party services and are not responsible for their availability, accuracy, security or terms.

Links on the Website to third-party sites are provided for convenience; we do not endorse them.

Research use only; no medical, legal or regulatory advice#

Epitorix is a research and development platform. Its predictions are not intended to independently diagnose, treat, prevent or manage disease, and they should not be used as the sole basis for patient-level or clinical decisions.

The Services are not a medical device and have not been cleared, approved or certified by the FDA, the EMA, the MHRA or any other regulator for clinical or diagnostic use. Outputs are computational hypotheses to be tested experimentally. They do not replace wet-lab validation, toxicology, dosimetry, regulatory review or the judgment of qualified professionals.

Do not use Outputs to diagnose, treat, prevent or manage disease in any person, to select or dose a therapy for any patient, or as clinical decision support. If you take Outputs into IND-enabling studies, clinical trials or products, you are the sponsor and the responsible party under applicable law.

PharmPhax reports and PharmacoLaw deliverables inform your decisions. They are not medical, legal, patent, regulatory or investment advice, and they do not create an attorney–client, advisory or fiduciary relationship. Obtain advice from qualified professionals before acting on them.

Responsible AI#

Our Responsible AI statement explains how Epitorix approaches AI in drug discovery — every prediction a hypothesis to test at the bench (section 10), performance figures with their qualifiers, human review of ranked designs, biosecurity as a condition of access (section 6.2) and how to report a concern — and where the statement and these Terms differ, these Terms govern your use of the Services.

Fees#

Using the Website is free. Some Platform features require a paid plan or a Platform agreement. Fees, billing periods, usage limits, taxes and refunds are set out in [[GAP: pricing page, order form or Platform agreement]]. Unless that document says otherwise, fees are payable in advance, exclusive of taxes and non-refundable, and we may suspend paid features for non-payment after notice.

Confidentiality#

Your Content is your confidential information. We use it only as these Terms and your Platform agreement allow, protect it with reasonable technical and organizational measures, and do not disclose it except to service providers who process it for us under confidentiality obligations, or where the law requires, in which case we will tell you if we are permitted to.

Non-public information about the Platform, including pricing, security details, unreleased features and anything we mark confidential, is Epitorix’s confidential information. Keep it confidential and use it only for the purpose we shared it.

These obligations do not cover information that is or becomes public without breach, that the recipient already knew, that it develops independently, or that it receives from a third party entitled to share it.

Confidentiality does not make an Output exclusive: section 7.3 applies even where your Inputs are confidential.

Do not submit protected health information or other identifiable patient data to the Platform unless a Platform agreement expressly permits it and sets the terms for it.

Privacy#

Our Privacy policy explains what personal data we collect through the Website and the Platform, how we use and protect it, and how to request access, correction or deletion. Where we process personal data on your behalf inside the Platform, a data processing agreement applies. [[GAP: data processing agreement — confirm it exists and where it is published]]

Disclaimers#

The Services are provided “as is” and “as available”. To the fullest extent permitted by law, Epitorix disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

Outputs are generated by probabilistic models. They may be inaccurate, incomplete, unsafe to make or use, or similar to third-party work. We do not warrant that any Output is novel, patentable, free to operate, synthesizable, stable, safe, effective, developable or acceptable to any regulator, or that any prediction will hold at the bench, in vivo or in the clinic.

Performance figures on the Website describe past evaluations under stated conditions (retrospective analyses and internal benchmarks). They are not a promise of results for your targets.

We give no warranty for Third-party services. Some jurisdictions do not allow certain exclusions; where they apply to you, our exclusions are limited to what the law allows.

Limitation of liability#

To the fullest extent permitted by law, Epitorix and its affiliates, officers, employees, contractors and licensors are not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data, goodwill or business opportunity, or for the cost of substitute services, arising out of or relating to the Services or these Terms, however caused and under any theory of liability, even if we were advised of the possibility.

Our total liability arising out of or relating to the Services or these Terms will not exceed the greater of (a) the amounts you paid Epitorix for the Platform in the twelve months before the event giving rise to the claim and (b) [[GAP: fixed floor for free use, for example USD 100]].

These limits do not apply to liability that cannot be limited by law, including for death or personal injury caused by negligence, for fraud, or for gross negligence or willful misconduct, and they do not limit your obligations under section 17. Where your Platform agreement sets different limits, that agreement governs.

Indemnity#

You will defend, indemnify and hold harmless Epitorix and its affiliates, officers, employees and contractors from and against third-party claims, and the resulting damages, costs and reasonable legal fees, arising out of (a) your Inputs; (b) your use of Outputs, including any synthesis, testing, administration, filing, publication or commercialization of them; (c) your breach of these Terms or applicable law; or (d) a violation of section 6.2. We may control the defense of any such claim at our expense, and you will not settle a claim in a way that imposes obligations on us without our written consent.

Any indemnity from Epitorix to you is set out in your Platform agreement.

Suspension and termination#

You may stop using the Website at any time and may close your Platform account at any time; closing an account does not refund fees except as your Platform agreement provides.

We may suspend or terminate your access, in whole or in part, if you breach these Terms, if we reasonably believe your use creates legal, security or safety risk (including under section 6.2), if fees are unpaid after notice, if the law requires, or if we discontinue the Services on reasonable notice. If we terminate without cause, we will refund prepaid fees for the unused period.

On termination your license ends. You may export your Content for [[GAP: export window after termination, for example 30 days]], after which we may delete it in line with our Privacy policy and your Platform agreement. Sections that by their nature should survive do so, including section 7, section 8, section 10, section 13, section 15, section 16, section 17, section 19 and section 20 to section 23.

Export control and sanctions#

The Services, including the models and Outputs, may be subject to export control and economic sanctions laws, including the United States Export Administration Regulations and the sanctions programs administered by the Office of Foreign Assets Control, and the corresponding laws of the European Union, the United Kingdom and other jurisdictions. You will comply with them.

You represent that you are not, and are not acting for, a person or entity that is (a) on a government restricted-party list, such as the U.S. Specially Designated Nationals list or Entity List; (b) located, organized or ordinarily resident in a country or territory subject to comprehensive sanctions; or (c) owned or controlled by such a person.

You will not use, export, re-export or transfer the Services or Outputs for any end use those laws prohibit, including the design, development, production, stockpiling or use of nuclear, chemical or biological weapons or their means of delivery, or for military or military-intelligence end uses where those laws restrict them.

We may restrict access from certain locations and may decline or suspend service where we believe a transaction would breach these laws. If you intend to provide us with export-controlled technical data, tell us in writing first and obtain our consent.

Governing law and venue#

These Terms, and any dispute or claim arising out of or relating to them or the Services, including non-contractual disputes, are governed by the laws of [[GAP: governing law — the state or country where the Epitorix entity is organized]], without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to section 21, the courts of [[GAP: venue — city and state or country]] have exclusive jurisdiction, and each party submits to it. We may seek injunctive relief in any court of competent jurisdiction to protect our intellectual property or confidential information.

If you use the Website as a consumer, nothing in this section removes protections that the mandatory law of your country of residence gives you, including the right to bring proceedings there.

Dispute resolution#

Talk to us first. If a dispute arises, send a written notice describing it (section 24). The parties will try in good faith to resolve it within thirty days before starting proceedings, except for claims for injunctive relief or to protect intellectual property or confidential information.

Disputes not resolved informally are decided by the courts named in section 20. [[GAP: confirm courts only, or replace with binding arbitration (rules, seat, language) and a class-action waiver]]

Changes to these Terms#

We may update these Terms as the Services, the law or our practices change. The “Last updated” date at the top shows the current version. If a change materially reduces your rights or expands your obligations under a Platform account, we will give you reasonable advance notice by email or through the Platform before it takes effect.

Continued use after the effective date means you accept the change; if you do not, stop using the Services and close your account. Changes do not apply retroactively to disputes that arose before them. Earlier versions are available on request.

General#

Entire agreement. These Terms, the Privacy policy, the Documentation and any Platform agreement are the entire agreement between you and Epitorix about the Services and replace any earlier understanding. section 1 sets the order of precedence. The summary at the top of this page is an aid to reading and is not part of the agreement.

Severability and waiver. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest remains in effect. A failure to enforce a provision is not a waiver of it.

Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets, and will notify you if we do.

Notices. We may notify you by email to your account address, through the Platform or by posting on the Website. Notify us as set out in section 24. Notices take effect on receipt.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

Relationship and third parties. The parties are independent contractors. These Terms create no partnership, agency or joint venture, and no third party may enforce them except the persons indemnified under section 17.

Interpretation. Headings are for convenience. “Including” means “including without limitation”. If these Terms are translated, the English version governs.

Contact#

Questions about these Terms, licensing or a Platform agreement: use the contact form.

Legal notices: support@epitorix.com or by post to [[GAP: registered postal address]]. Security reports: support@epitorix.com.