Apodex DrugLab Supplemental Terms

These DrugLab Supplemental Terms (“Supplemental Terms”) are a contract between you or the organization you represent (“Customer”, “you” or “your”) and Apodex US, Inc., a Delaware corporation (“Apodex”, “we”, “us” or “our”), and apply to your use of Apodex DrugLab (“DrugLab”).

DrugLab is one of the Services under the Apodex Commercial Terms of Service (the “Commercial Terms”), and these Supplemental Terms are Service-Specific Terms under Section 1 of the Commercial Terms. These Supplemental Terms incorporate the Commercial Terms, the Acceptable Use Policy and, to the extent Apodex processes personal data on your behalf, the Data Processing Addendum (collectively, the “Underlying Terms”), and together they form one agreement (the “Agreement”).

By checking the acceptance box or using DrugLab, you agree to the Agreement. Capitalized terms not defined here have the meanings given in the Commercial Terms. If these Supplemental Terms conflict with any of the Underlying Terms, these Supplemental Terms control for DrugLab; otherwise, the Underlying Terms apply in full.

1. Who These Terms Cover

DrugLab is offered to researchers and the organizations they represent for professional and research use only. The Agreement governs all use of DrugLab, including by individual researchers. If you list an organizational affiliation or use DrugLab for an organization, you represent and warrant that you are authorized to accept the Agreement on behalf of that organization and to bind it, and that organization is the Customer, is bound by the Agreement and is responsible for all use of DrugLab by its personnel. 

2. Free Access

DrugLab is free for the Permitted Purpose described in Section 3(d), and no fees are payable for that use under Section 8 (Fees) of the Commercial Terms. To use DrugLab, you must provide your real name and your organizational affiliation, if any, and keep this information accurate. Apodex handles this and other account information as described in its Privacy Policy. We may immediately suspend or terminate, without notice, any account that uses false identity information.

We may change, limit, suspend or discontinue all or any part of DrugLab or your access at any time, with or without notice, including by setting usage limits per account or per organization. The notice, cure, narrow-tailoring and restoration provisions of Section 9 (Term, Termination and Suspension) of the Commercial Terms do not apply to DrugLab.

Free access to DrugLab is intended for non-confidential research. A separate written agreement with Apodex, signed by both parties and specifying the applicable payment or other compensation (a “Paid Agreement”), is required to (i) patent, use in regulatory submissions, commercially develop or commercialize Outputs or Derived Materials, as described in Section 3(d), or (ii) obtain a private DrugLab deployment or customized services for proprietary data or confidential research. Those rights and services are conditioned on your making the payment or providing the compensation the Paid Agreement requires. The Paid Agreement will govern those activities or services, including payment terms and the handling of your information. Contact support@apodex.com for details.

3. IP & Data

In DrugLab, Inputs include everything you submit (such as questions, compounds and drug–disease pairs), and Outputs include everything DrugLab generates for you (such as reports, predictions and candidate lists). Inputs, Outputs and Validation Data (defined in Section 3(g)) are Customer Content under the Commercial Terms (“Content”).

  1. License to Apodex. As between you and Apodex, you retain ownership of your Inputs and Validation Data and the intellectual property rights in them. You grant Apodex a worldwide, perpetual, irrevocable, royalty-free, transferable and sublicensable license to store, use, copy, analyze, modify and create derivative works from Content for any purpose, including performance analysis, learning, research, validation, benchmarking, publication under Section 4, commercial purposes, and developing, training, enhancing and improving our models, products and services. This license applies notwithstanding your retained rights in Inputs and Validation Data and Apodex’s disclaimer of rights in Customer Content under Section 2 of the Commercial Terms, and it continues after your account ends, including the right to retain and use Content, subject to applicable law.

  2. No Opt-Out. Free access to DrugLab is expressly conditioned on Apodex’s use of Content under Section 3(a), including to develop, train, enhance and improve its models, products and services. This Section 3(b) is Apodex’s disclosure of that condition under “Promotional Programs” in Section 2 of the Commercial Terms. The Non-Training Commitment and the Promotional Programs opt-out in Section 2 of the Commercial Terms, and any account-level training opt-out settings for other Services, do not apply to DrugLab Content. 

  3. Ownership of Outputs. Notwithstanding Section 2 of the Commercial Terms, as between you and Apodex, Apodex owns all right, title and interest, including all intellectual property rights, in and to (i) Outputs, which do not include your Inputs even where an Output reproduces them, and (ii) improvements, modifications and developments to DrugLab and Apodex’s models, algorithms, software and other technology resulting from its use of Content.

  4. Permitted Use of Outputs. Subject to your compliance with the Agreement and to Section 5, Apodex grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to use Outputs and Derived Materials (defined below) solely for your internal research, screening, research-scale synthesis and experimental validation (the “Permitted Purpose”). You may not, without entering into a Paid Agreement: (i) use Outputs or any compounds, discoveries, data, analyses or other materials materially derived from or directly based on Outputs (“Derived Materials”) for commercial development, manufacture, licensing, sale or other commercialization; (ii) use Outputs or Derived Materials to prepare, file, prosecute or support any patent application or other intellectual property registration; or (iii) use Outputs or Derived Materials in connection with any regulatory submission or approval. Derived Materials do not include preexisting materials or independently developed work. You may not use Outputs for clinical or patient-care decisions. You may not sell, license or otherwise make Outputs or Derived Materials available to any third party, except to your personnel and contractors who need them for the Permitted Purpose and are bound by written obligations at least as protective of Apodex as this Section 3(d). Any other use of Outputs or Derived Materials beyond the Permitted Purpose requires a Paid Agreement under Section 2. You must notify Apodex if your use of Outputs results in a significant new discovery, meaning a materially novel compound, use, mechanism or other research finding directly based on Outputs that you identify as a candidate for patent protection or commercial development. You must enter into a Paid Agreement before developing or exploiting that discovery beyond the Permitted Purpose.

  5. Submissions Are Non-Confidential. Free access to DrugLab is intended for non-confidential research. Everything you submit to DrugLab, including Inputs and Validation Data, is deemed non-confidential, and Apodex’s rights under Sections 3 and 4 apply to it in full. Do not submit any information that you are not authorized to disclose to Apodex or to permit Apodex to use as described in these Supplemental Terms. If you need to keep your research confidential, we recommend entering into a Paid Agreement for a private DrugLab deployment or customized services under Section 2. Content is not your Confidential Information under Section 4 (Confidentiality) of the Commercial Terms, and Apodex may use and disclose Content as permitted under Sections 3 and 4 of these Supplemental Terms. 

  6. Your Responsibilities. You represent and warrant that you have all rights, licenses, consents and permissions needed to submit your Inputs and to grant the license in Section 3(a). Do not submit personal data about any individual, including patient or clinical-trial participant data, other than the account information required by Section 2. DrugLab’s source code, models, weights and underlying data are not open source and are not made available to you, other than Outputs licensed to you under Section 3(d). You may not try to extract or reproduce DrugLab’s code, models, weights or underlying data, and you may not use DrugLab or its Outputs to build or train a competing service or model.

  7. Validation and Feedback. You are not required to conduct experiments or otherwise validate Outputs. However, as a condition of free use of DrugLab, if you or anyone acting on your behalf experimentally validates or tests any Output or Derived Material, you will provide Apodex with all results of that validation or testing (“Validation Data”). Validation Data must include all positive, negative and inconclusive results, together with the methods and supporting information reasonably necessary to interpret those results. You must provide Validation Data promptly after the relevant results become available, through a submission method designated by Apodex.  Failure to provide Apodex Validation Data will impact your ability to continue free access to DrugLab, including additional runs of DrugLab’s Discovery Mode, and Apodex may limit, suspend or terminate your access under Section 2 if you do not provide it. Validation Data is Content and is subject to Apodex’s rights under Sections 3(a), 3(b) and 4. You must have the rights and permissions necessary to provide it and must not include personal data or third-party confidential information that you are not authorized to disclose.

4. Publication

We may publish Outputs, including full reports, predictions, candidate lists and analyses and any Inputs reflected in them, on our website and elsewhere, together with benchmarks, results and Validation Data, and may later compare dated predictions with actual outcomes. When that material is based on your Content, we will take reasonable steps to avoid disclosing information that would reasonably identify you or your organization. Under Section 7 (Publicity) of the Commercial Terms, we may also identify your organization as a DrugLab user unless you opt out at legal@apodex.com.

5. Research Use Only

DrugLab is a research and decision-support tool. Outputs are computational predictions that have not been validated by experiment or clinical testing. They may be incomplete or wrong and are not medical advice, a diagnosis or a treatment recommendation. You are solely responsible for how you use them, including any experimental or research decisions, and for complying with the restrictions in Section 3(d). You may not use DrugLab to design, identify, synthesize or enhance chemical or biological weapons, toxins or other agents intended to cause harm. Your indemnity obligations under Section 11 of the Commercial Terms also cover third-party claims arising from your use of Outputs, and Apodex’s indemnity under that Section does not apply to DrugLab. This Section adds to Section 12 (Disclaimer of Warranties; Limitation of Liability) of the Commercial Terms. For DrugLab, to the fullest extent permitted by law, Apodex’s total aggregate liability arising out of or related to the Agreement will not exceed one hundred U.S. dollars (US$100), and the Excluded Claims in Section 12 of the Commercial Terms do not apply to Apodex’s liability. Nothing in the Agreement limits any liability that cannot be limited under applicable law.

6. General

Disputes. Section 10 (Governing Law; Dispute Resolution) of the Commercial Terms, including its binding arbitration and class action and jury trial waiver, applies to all Disputes relating to DrugLab.

Changes; Survival. We may update these Supplemental Terms under “Amendment and Modification” in Section 13 of the Commercial Terms. Sections 3, 4 and 5 and this Section 6 survive the end of your use of DrugLab or the closing of your account.

Contact: DrugLab and Account Questions: support@apodex.com.
Legal Questions and Notices: legal@apodex.com.