SciOne Corp. (d/b/a SciOne AI)

Customer Agreement

1. About This Agreement

This Customer Agreement ("Agreement") is between SciOne Corp. (doing business as SciOne AI) ("SciOne", "we", or "us") and the company or individual accepting it ("Customer", "you", or "your"). It governs your use of SciOne's cloud-based laboratory management platform, related software, and any professional services (collectively, the "Services"). If you also purchase Hardware from us, those purchases are additionally governed by our Hardware Terms at https://www.scione.ai/hardware-terms.

We update this Agreement from time to time. When we make material changes, we will give you at least 30 days' notice by email or by posting a notice in the platform. Continuing to use the Services after that date means you accept the updated terms.

2. Subscriptions and Orders

2.1 Placing an Order

You can subscribe to the Services in two ways: (a) by completing an online checkout on our website or portal - your order confirmation email is your receipt; or (b) by signing an Order Form with SciOne. Each Order Form is governed by this Agreement. If there is a conflict between an Order Form and this Agreement, the Order Form controls for the specific commercial terms it addresses (such as pricing, subscription term, and scope of services).

2.2 Subscription Term and Renewal

Your subscription runs for the term shown at checkout (typically one year). Unless you turn off auto-renewal in your account settings at least 30 days before your term ends, your subscription will automatically renew for the same length at our then-current pricing. We will remind you by email at least 30 days before renewal.

2.3 Free Trials

If we offer you a free trial, you can use the Services at no charge during the trial period. At the end of the trial, your access will stop unless you purchase a subscription. We reserve the right to end a free trial at any time.

3. Using the Services

3.1 Your License

Once you subscribe and pay, we grant you a limited, non-exclusive, non-transferable right to access and use the Services during your subscription term, for your own internal business purposes.

3.2 Service Availability

SciOne uses commercially reasonable efforts to keep the Services available and will provide advance notice of scheduled maintenance where possible.

3.3 Authorized Users

You can invite your employees and contractors ("Authorized Users") to use the Services up to the seat limit on your order. You're responsible for what your Authorized Users do in the platform.

3.4 What You May Not Do

You agree not to:

• resell, sublicense, or share the Services with any third party outside your organization;
• reverse engineer or attempt to extract the source code of the Services;
• use the Services for any unlawful purpose or in a way that violates this Agreement;
• interfere with the platform's security or performance;
• build a competing product using insights from the Services.

4. Your Responsibilities

You are responsible for: keeping your account credentials secure and notifying us promptly at contact@scione.ai if you suspect unauthorized access; ensuring your use of the Services complies with applicable laws; providing accurate billing and account information; and maintaining the internet connection and equipment needed to access the Services.

5. Fees and Payment

Fees are shown at checkout and in your order confirmation. By providing a payment method, you authorize us to charge it for all fees when due. Fees are non-refundable except as stated in this Agreement.

If a payment fails, we will notify you and may suspend access to the Services if payment is not made within 10 days of notice. Overdue amounts accrue interest at 1.5% per month (or the maximum legal rate, if lower). Fees do not include taxes - you are responsible for any applicable sales, use, or VAT taxes.

We will not raise your fees during your current subscription term. For renewals, we will give you at least 30 days' notice of any price increase.

6. Customer Data

You own your data. We do not claim ownership of any data, content, or information you submit to the Services ("Customer Data").

You give us permission to access and use your Customer Data only to provide the Services, improve them, comply with the law, and as described in our Privacy Policy. We may use aggregated, anonymized data (from which no individual or company can be identified) for analytics and product development.

Your Customer Data is described in detail in our Privacy Policy at: https://www.scione.ai/privacy-policy

We will make your Customer Data available for export for 30 days after your subscription ends, then we may delete it.

7. Confidentiality

Each party may share non-public information with the other ("Confidential Information"). We each agree to: protect the other's Confidential Information with reasonable care; use it only for purposes of this Agreement; and not disclose it to third parties without prior written consent, except to employees or contractors who need it and are bound by similar confidentiality obligations.

Confidential Information does not include information that is publicly known, already known to the receiving party, independently developed, or received from a third party without restriction. These obligations survive termination for 3 years.

8. Intellectual Property

We own the Services, platform, and all underlying technology. You own your Customer Data and your pre-existing intellectual property. If you share feedback or suggestions with us, you give us permission to use them to improve our products without any obligation to you.

9. Warranties

We warrant that the Services will perform materially as described in our documentation during your subscription term. If they don't, let us know and we will use commercially reasonable efforts to fix the issue. If we can't fix it, your remedy is to stop using the affected part of the Services and receive a pro-rated refund of any prepaid, unused fees.

EXCEPT FOR THE WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Indemnification

We will defend you against third-party claims that the Services, as we provide them and used in accordance with this Agreement, infringe a third-party patent, copyright, or trademark, and we will pay any damages awarded or agreed in settlement.

You will defend us against third-party claims arising from your Customer Data, your misuse of the Services, or your violation of this Agreement, and you will pay any damages awarded or agreed in settlement.

For any indemnification claim, the defending party must be given prompt notice, sole control of the defense, and reasonable cooperation from the other side.

11. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES YOU PAID TO US IN THE 12 MONTHS BEFORE THE CLAIM (OR $1,000 IF NO FEES WERE PAID).

These limits do not apply to: (a) a party's indemnification obligations; (b) breach of confidentiality; (c) your payment obligations; or (d) damages from fraud or gross negligence.

12. Term and Termination

This Agreement starts when you first accept it and continues until all subscriptions expire or are terminated.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Either party may also terminate immediately if the other becomes insolvent or enters bankruptcy proceedings.

When your subscription ends: your access stops; you have 30 days to export your Customer Data; and after that we may delete it. If we terminate without cause, we will refund prepaid fees for the unused period. If you terminate without cause, or we terminate because of your breach, prepaid fees are non-refundable.

13. Suspension

We may suspend your access: (a) after 10 days' notice if your account is overdue; (b) immediately if your use creates a security risk or violates this Agreement; or (c) if required by law. We will restore access promptly once the issue is resolved.

14. General

14.1 Governing Law

This Agreement is governed by the laws of Delaware, without regard to conflict-of-law rules. Disputes that can't be resolved informally will be handled in the courts of Delaware, and both parties consent to jurisdiction there.

14.2 Entire Agreement

This Agreement (including your order confirmation, our Privacy Policy, and the Hardware Terms if applicable) is the complete agreement between us and replaces all prior discussions. If there is a conflict between this Agreement and your order confirmation, the order confirmation controls for the specific commercial terms addressed there.

14.3 Changes to This Agreement

We may update this Agreement with 30 days' notice. Your continued use of the Services after the notice period means you accept the update. Changes will not apply to you during your current paid term - only from the next renewal onward.

14.4 Assignment

Neither party may assign this Agreement without the other's consent, except that either party may assign it without consent in connection with a merger, acquisition, or sale of substantially all of its assets, so long as the assignee agrees to be bound by this Agreement.

14.5 No Waiver / Severability

Failure to enforce any provision is not a waiver of future enforcement. If any provision is found unenforceable, the rest of the Agreement remains in effect.

14.6 Relationship

We are independent contractors. This Agreement does not create a partnership, joint venture, or employment relationship.

14.7 Force Majeure

Neither party is liable for delays caused by circumstances beyond their reasonable control (natural disasters, government actions, internet outages, etc.), provided the affected party gives prompt notice.

14.8 Notices

Notices to us should be sent to contact@scione.ai or to: SciOne Corp. (d/b/a SciOne AI), 1200 Morris Turnpike, Suite 3005, Short Hills, NJ 07078. Notices to you will be sent to the email on your account.

14.9 Hardware

If you purchase Hardware, those sales are governed by our Hardware Terms at https://www.scione.ai/hardware-terms, which are incorporated here by reference.