Pilot Institutional User Agreement

This Pilot Institutional User Agreement (the "Agreement") governs the pilot access that Apodex US, Inc., a Delaware corporation with its principal place of business at 303 Twin Dolphin Dr, Ste 6054, Redwood City, CA 94065 ("Apodex", "we", "us", or "our"), makes available under the Apodex Frontier Program (the "Program") to an institution that applies through, and is approved for, the Program ("Pilot Institutional User", "you", or "your").

This Agreement incorporates, and is entered into together with, Apodex's Commercial Terms of Service, Acceptable Use Policy, and (where Apodex processes personal data on your behalf) Data Processing Addendum (collectively, the "Underlying Terms"), and the Order (defined below). Capitalized terms not defined here have the meaning given in the Underlying Terms.

Acceptance, Application, and Effective Date

You apply to the Program by completing Apodex's online Request Form and, on that form, checking the boxes to accept Apodex's Commercial Terms of Service and this Agreement. The individual accepting represents and warrants that they are authorized to bind the Pilot Institutional User. Your submission is an application to participate and constitutes an offer to enter into this Agreement on the terms elected in the Request Form. This Agreement becomes effective, and pilot access is provisioned, only when Apodex approves your application in writing, including by email (the "Effective Date"). Apodex may approve, decline, or request further information about any application in its sole discretion, and submission does not guarantee access. Apodex's approval email confirms the key commercial terms of your participation and forms part of the Order.

Definitions

"Order" means the Request Form you submit, together with Apodex's written approval (including its approval email), which together set out the elected product(s), the complimentary allocation(s) and tier, the user-account limits, and your data-training and publicity elections.

"Apodex App" means Apodex's hosted application at https://apodex.ai; "Apodex API" means Apodex's programmatic interface at https://platform.apodex.ai; and the "Apodex Platform" means both, together offering the Deep Research, Deep Solve, and Deep Discover capabilities of the Apodex Heavy-Duty Solver.

1. Scope of Pilot Access and Complimentary Allocation

1.1 Products and election. You may elect the Apodex App, the Apodex API, or both, as set out in the Order. Apodex will provision the elected complimentary allocation(s) for the Initial Term (Section 5.1). The Apodex App is metered in Apodex Credits; the Apodex API is metered by token consumption and billed in U.S. Dollars against a prepaid balance.

1.2 Apodex App — Gifted Credits. If you elect the Apodex App, at the start of each successive 30-day cycle during the Initial Term Apodex will credit the number of complimentary Apodex Credits ("Gifted Credits") set out in the Order, at a conversion rate of USD $1 = 100 Apodex Credits, providing full access to the Deep Research, Deep Solve, and Deep Discover modes. Gifted Credits are valid for 30 days from the date credited; unused Gifted Credits expire automatically, carry no cash value, and are non-transferable, non-redeemable, non-refundable, and do not carry forward. If Gifted Credits are exhausted before expiry, further use requires a purchase ("Top-Up"), on which the parties may negotiate a discount.

1.3 Apodex API — API Credit Balance. If you elect the Apodex API, at the start of each successive 30-day cycle Apodex will credit the complimentary prepaid U.S. Dollar balance ("API Credit Balance") set out in the Order. Usage is charged in U.S. Dollars by actual token consumption at Apodex's then-current API rates. The API Credit Balance is valid for 30 days from the date credited; any unused balance expires automatically, carries no cash value, and does not carry forward.

1.4 Term-end forfeiture. Any unused Gifted Credits or API Credit Balance are automatically forfeited on expiry or earlier termination of the Initial Term. All complimentary allocations are provided solely for pilot evaluation.

1.5 Accounts and administration. For the Apodex App, Apodex will create an organization account for you, under which you may register up to the number of individual user accounts set out in the Order. Authorized users may be added either (a) by you providing their email addresses to Apodex for enrollment, or (b) through an invitation link that the Institutional Account Administrator generates in the management console; in each case, each user must register with an email on your designated institutional domain (no personal or third-party domains), and membership is limited to your own personnel. Your initial roster of authorized users must include at least three (3) individuals. For the Apodex API, access is via administrator-issued API Keys rather than individual logins. You will designate an Institutional Account Administrator (who may also serve as your primary liaison) to manage the organization account, the user roster, the allocation of Gifted Credits and any API Credit Balance, organization membership and invitation links, and API Keys. 

1.6 Access control and security. You are responsible for the security of your organization account, administrator credentials, invitation links, authorized individual users’ accounts, and API Keys, none of which may be transferred, sold, or shared with any third party. All activity under your organization account or API Keys is your responsibility, whether or not authorized. You will promptly notify Apodex at support@apodex.com of any suspected compromise, and Apodex may suspend, revoke, or require rotation of any credential or API Key it reasonably believes has been compromised or misused.

2. Feedback

In consideration for the complimentary allocation(s), you will designate a primary liaison and, on Apodex's reasonable request, provide feedback and participate in periodic review sessions with Apodex's team (no more than one per month, of reasonable duration) on system performance and reasoning quality, cases requiring correction or refinement, and feature or integration requests. You need not disclose your confidential or proprietary information, and Apodex does not guarantee that any feedback will be implemented.

3. Intellectual Property and Data

3.1 Ownership of Inputs and Outputs. As between the parties and to the maximum extent permitted by law, you retain all right, title, and interest in the data, prompts, files, and other materials you submit (the "Inputs") and in the results generated for you in response (the "Outputs"), including any research findings or intellectual property derived from them. Apodex does not claim ownership of your Inputs or Outputs. Except for the limited access rights granted here, Apodex reserves all right, title, and interest in the Apodex Platform, its underlying models, software, and algorithms, and all improvements and derivatives. Because similar or identical Outputs may be generated for other users, nothing here restricts Apodex from independently developing or providing such Outputs to others.

3.2 Data use and model training. The complimentary allocation(s) are provided in part in exchange for Apodex's ability to learn from pilot usage. Accordingly, unless you elect to opt out of model training in the Order, you grant Apodex the right to access, store, process, and use the Inputs, Outputs, and usage data generated within the complimentary allocation(s) (the "Pilot Data") to develop, train, fine-tune, and improve Apodex's models and services. You may change your training election at any time through account settings or by written notice to legal@apodex.com, effective prospectively. Notwithstanding the foregoing: (a) Apodex will not use for model training any information you designate in writing as confidential; (b) Apodex will use commercially reasonable measures to de-identify or aggregate Pilot Data used for training so that it does not identify you or any individual; (c) any paid usage, or usage after conversion to commercial terms under Section 5, is excluded from model training by default unless otherwise agreed; and (d) even if you opt out, Apodex may use Pilot Data as necessary to provide the Services, ensure safety and security, and comply with law. Where Apodex processes personal data on your behalf, it does so under applicable data protection laws, the Privacy Policy, and the Data Processing Addendum, and you represent that you have obtained all consents and provided all notices necessary for the processing described in this Section.

3.3 Feedback license. You grant Apodex a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use and exploit any feedback, suggestions, or ideas you provide for any purpose, including to improve Apodex's products and services; Apodex owns all improvements or derivatives it develops based on such feedback, with no obligation to compensate or attribute.

4. Confidentiality

4.1 "Confidential Information" means non-public information disclosed by either party that is marked or should reasonably be understood to be confidential, including the terms of this Agreement and the Order, account and administrator credentials, invitation links, API Keys, and any unreleased roadmaps, pricing, or performance benchmarks shared by Apodex. It excludes information that is or becomes public without breach, was already rightfully known, is rightfully obtained from a third party, or is independently developed without use of the discloser's Confidential Information.

4.2 Each party will use the other's Confidential Information only to perform this Agreement, protect it with at least reasonable care, and not disclose it except to personnel or advisors with a need to know who are bound by comparable obligations, or as required by law (with prompt notice where permitted). You will not publish or disclose any benchmarking or evaluation results relating to the Services without Apodex's prior written consent. These obligations survive three (3) years after termination, and indefinitely for trade secrets; either party may seek injunctive relief for breach.

5. Term and Termination

5.1 Term. This Agreement begins on the Effective Date and, unless earlier terminated, continues for three (3) months (the "Initial Term"). It does not auto-renew; any continuation requires the parties' mutual written agreement.

5.2 Commercial conversion. After the Initial Term, the parties may negotiate in good faith commercial payment terms for continued access, considering the feedback provided and Apodex's then-current pricing. Absent a mutual written agreement, Apodex may in its discretion continue, reduce, or discontinue the complimentary allocation(s), and either party may terminate under Section 5.3.

5.3 Termination. Either party may terminate for convenience on ten (10) days' written notice, or immediately for the other party's material breach. Apodex may suspend or terminate access immediately for any material breach of this Agreement, the Commercial Terms of Service, or the Acceptable Use Policy, or for misuse of the Apodex Platform by your personnel.

5.4 Effect of termination. On expiry or termination: (a) all access under the complimentary allocation(s) ceases; (b) any unused Gifted Credits and API Credit Balance are forfeited, with no cash value or refund; and (c) each party will return or destroy the other's Confidential Information on request. Sections 3, 4, 5.4, and 6, and any provision that by its nature should survive, will survive.

6. General

6.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

6.2 Dispute resolution. The parties will first attempt to resolve any dispute by good-faith negotiation for thirty (30) days. Any unresolved dispute will be finally settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules before a single arbitrator (or, if the amount in controversy exceeds US$5,000,000, three arbitrators), seated in San Francisco, California, and conducted in English, and each party waives any class or representative proceeding. Either party may seek injunctive relief from a court of competent jurisdiction to protect its intellectual property or Confidential Information. 

6.3 Entire agreement; order of precedence. This Agreement, the Order, and the Underlying Terms are the entire agreement on this subject and supersede prior discussions. In case of conflict: the Data Processing Addendum controls for the processing of personal data; then the Order controls for the commercial terms it expressly addresses; then this Agreement controls; then the Commercial Terms of Service and Acceptable Use Policy control.

6.4 Publicity. Unless you opt out of publicity in the Order, you grant Apodex a non-exclusive, worldwide, royalty-free license to use your name, logo, and trademarks to identify you as a user of the Apodex Platform in Apodex's marketing and promotional materials (such as its website, customer lists, case studies, press releases, social media, and sales or investor presentations). All goodwill arising from such use inures to you, and you retain all ownership of your name, logo, and trademarks. You may opt out, or withdraw this permission, at any time on reasonable prior written notice to legal@apodex.com, after which Apodex will cease new uses within a reasonable period.

6.5 Miscellaneous. Apodex may amend this Agreement in accordance with the "Changes to Terms" provisions of the Commercial Terms of Service; changes to the Order require both parties' agreement. This Agreement may be accepted electronically (including by submitting the Request Form and checking the acceptance boxes), and such acceptance is binding. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing. You may not assign this Agreement without Apodex's prior written consent, except to a successor in a merger or sale of substantially all assets. The parties are independent contractors.

7. How to Contact Us

Program questions: support@apodex.com. Legal or data questions: legal@apodex.com.