ToxIndex Platform — End User License Agreement

Effective Date: June 25, 2026

This End User License Agreement ("Agreement") is between the entity or person accepting these terms ("Customer") and Insilica Inc., a Maryland corporation ("Company"), governing access to and use of the ToxIndex Platform software ("Software") deployed through Google Cloud Marketplace.

By deploying or using the Software, Customer agrees to be bound by this Agreement. If Customer has a separate written agreement with Company governing use of the Software, that agreement controls to the extent of any conflict with this Agreement.

1. License Grant

Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install, deploy, and use the Software solely for Customer's internal business purposes, subject to this Agreement and any applicable order or subscription agreement between Customer and Company.

2. Restrictions

Customer shall not:

  • Copy, modify, adapt, or create derivative works of the Software.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law notwithstanding this restriction.
  • Distribute, sublicense, lease, rent, loan, or otherwise transfer the Software or any rights therein to any third party.
  • Remove, alter, or obscure any proprietary notices, labels, or marks on the Software.
  • Use the Software to build a competing product or service.
  • Use the Software in any manner that violates applicable law or applicable export control regulations.

3. Intellectual Property

The Software, including all associated intellectual property rights, is and remains the exclusive property of Company. This Agreement does not convey any ownership interest in the Software. All rights not expressly granted herein are reserved by Company.

4. Data

Customer retains all rights to data it inputs into or generates through the Software ("Customer Data"). Company does not access, collect, or acquire any rights to Customer Data. The Software operates entirely within Customer's infrastructure. Customer is solely responsible for the accuracy, legality, and appropriateness of Customer Data.

5. Third-Party Components

The Software may include open source or third-party components subject to their own license terms. A list of such components and their licenses is available upon request. In the event of a conflict between this Agreement and any third-party license, the third-party license governs solely with respect to that component.

6. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

THE SOFTWARE MAY GENERATE PREDICTIONS, ANALYSES, OR OTHER OUTPUTS USING COMPUTATIONAL MODELS AND ARTIFICIAL INTELLIGENCE. ALL SUCH OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR INDEPENDENT PROFESSIONAL JUDGMENT, REGULATORY COMPLIANCE EVALUATION, OR EXPERT ADVICE. COMPANY MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUTS GENERATED BY THE SOFTWARE.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY.

COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO COMPANY FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. Indemnification

Customer shall indemnify, defend, and hold harmless Company from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from Customer's use of the Software, Customer Data, or Customer's violation of this Agreement.

9. Term and Termination

This Agreement is effective until terminated. Either party may terminate this Agreement upon thirty (30) days' written notice. Company may terminate this Agreement immediately upon written notice if Customer breaches any material term and fails to cure such breach within fifteen (15) days of written notice. Upon termination, Customer must cease all use of the Software and destroy all copies in its possession. Sections 3, 6, 7, 8, and 12 survive termination.

10. Assignment

Customer may not assign or transfer this Agreement without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

11. Google Cloud Marketplace

Customer's use of Google Cloud Platform is governed by Customer's separate agreement with Google. Company is not responsible for Google Cloud Platform services, availability, or billing.

12. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict of law principles. Any legal action arising under this Agreement shall be brought exclusively in the state or federal courts located in Maryland, and each party consents to the personal jurisdiction of such courts.

13. Severability

If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be enforced to the maximum extent possible and the remaining provisions shall remain in full force and effect.

14. Entire Agreement

This Agreement, together with any separate written agreement between Customer and Company, constitutes the entire agreement between the parties regarding the Software and supersedes all prior or contemporaneous agreements and understandings, whether written or oral.

Insilica Inc.

Contact: info@insilica.co