NYB.AI Terms of Service

Version: 2.0 (Stripe Payment Integration)
Effective Date: 01 April 2026
Previous Version: 05 March 2026

These Terms of Service (the "Terms") are a legal agreement between NYB.AI Pte. Ltd. ("Company," "we," "us," or "our") and the entity or person ("Customer," "you," or "your") that accesses or uses our Services.

By accessing or using our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

1. Definitions

• "Services" means the Company's software platforms, applications, databases, and related services made available to Customer, including any updates, improvements, or documentation provided by the Company.

• "Cloud Services" refers to the version of the Services hosted and operated by the Company or its authorized infrastructure providers and made accessible to Customer via the internet.

• "On-Premise Software" refers to the version of the Services licensed to Customer for installation and operation on servers or infrastructure controlled by Customer.

• "Customer Data" means any data, information, or material provided or submitted by Customer to the Services, including but not limited to research data, compound structures, protein targets, peptide sequences, and any Personal Data as defined in the Privacy Policy.

• "Usage Data" means anonymized and aggregated information generated through the use and operation of the Services that does not identify Customer, its research programs, proprietary compounds, or any individual.

• "Order Form" or "Quote" means an ordering document or online order page specifying the Services to be provided, including applicable fees, subscription terms, and other commercial terms.

2. Our Services

Subject to these Terms and the applicable Order Form, the Company grants Customer a limited, non-exclusive, non-transferable license to access and use the Services during the applicable Term for Customer’s internal research and development purposes.

Cloud Services. We will make the Cloud Services available to Customer pursuant to these Terms and the applicable Order Form. The Company is responsible for maintaining and securing the infrastructure used to operate the Cloud Services.

On-Premise Software. If Customer purchases an On-Premise license, the Company will provide the software for installation and operation on Customer's designated servers or infrastructure. Customer is responsible for the security, maintenance, backup, and operation of the underlying hardware, operating system, and network environment unless otherwise agreed in writing.

Deployment Support. The Company may provide reasonable assistance to support deployment and configuration of the Services where applicable. Customer remains responsible for maintaining its own infrastructure environment for any On-Premise installation.

3. Security and Compliance

We take security seriously. We maintain a comprehensive information security program designed to protect the confidentiality, integrity, and availability of your data.

Security Measures. We implement and maintain appropriate technical and organizational security measures, including encryption in transit and at rest, multi-factor authentication, access controls, regular security testing, and incident response procedures. Our security practices are consistent with the standards required for ISO 27001 and SOC 2 certifications, which we are actively working to achieve and maintain.

Data Processing. To the extent we process any Personal Data on your behalf, we will do so in accordance with our Privacy Policy. If required by applicable law (e.g., GDPR, CCPA), the parties agree to enter into a standard Data Processing Agreement (DPA) upon request.

4. Data Ownership and Use

Ownership of Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms grants the Company any ownership rights in Customer Data.

Joint Development and Co-Ownership. In certain collaborative projects where we jointly develop intellectual property or share in the resulting outputs, ownership of specific data or inventions may be shared. Any such co-ownership will be governed by a separate, written Joint Development Agreement executed by both parties, which will control over these Terms in the event of a conflict.

License to Host. Customer grants the Company a limited, non-exclusive, worldwide, royalty-free license to host, process, copy, transmit, and display Customer Data solely as necessary to provide and maintain the Services.

Usage Data. We may collect and use Usage Data to analyze trends, improve the performance and functionality of the Services, and develop new features. Usage Data is anonymized and aggregated and will not reasonably be capable of identifying Customer, its research programs, proprietary compounds, or any individual. Usage Data does not include Customer Data.

5. Acceptable Use Policy

You agree not to, and not to permit any third party to:

• Use the Services for any illegal purpose or in violation of any applicable laws or regulations.

• Upload or transmit any malware, viruses, or other harmful code.

• Attempt to gain unauthorized access to our systems, networks, or user accounts.

• Reverse engineer, decompile, or disassemble any portion of the Services, except as expressly permitted by applicable law.

• Use the Services to infringe upon the intellectual property rights of others.

• Use the Services to generate, validate, or support any clinical diagnosis or treatment without appropriate regulatory approvals. The Services are research tools only.

6. Fees and Payment

Fees. Fees for the Services are as set forth in each Order Form or Quote. Unless otherwise stated, all fees are non-refundable.

Invoicing. We will invoice you in accordance with the terms on the Order Form. Payment is due within thirty (30) days of the invoice date. Unpaid invoices may result in suspension of Services.

Payment Processor. To facilitate payment, we use Stripe, Inc. (USA) as our third-party payment processor. When you make a payment, your billing information and payment card details are transmitted directly to Stripe; we do not store full payment card numbers on our systems. Stripe’s collection, use, and storage of your payment information are governed by its own privacy policy and terms of service, which we encourage you to review. We are not responsible for Stripe’s handling of your payment data, except as required by law.

Taxes. You are responsible for all taxes, duties, and levies associated with your purchase, excluding taxes based on our net income.

7. Confidentiality

Each party may have access to confidential or proprietary information of the other party (“Confidential Information”). Confidential Information includes, without limitation, source code, trade secrets, research data, algorithms, business plans, product designs, technical documentation, and any information that is clearly marked as confidential or that a reasonable person would understand to be confidential under the circumstances. The receiving party agrees to use Confidential Information solely for purposes of performing under these Terms and will not disclose such information to any third party except to employees, contractors, or advisors who have a legitimate need to know and who are bound by confidentiality obligations.

8. Intellectual Property Rights

Our IP. We retain all right, title, and interest in and to the Services, including our proprietary AI models, software, algorithms, workflows, and any improvements or modifications thereto. The Services are licensed, not sold.

Feedback. If you provide us with suggestions, enhancement requests, or other feedback, we may use it without restriction or obligation to you.

9. Disclaimer of Warranties

USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

RESEARCH USE ONLY.

THE SERVICES AND ANY OUTPUTS GENERATED BY THE SERVICES OR THE COMPANY’S AI MODELS ARE PROVIDED SOLELY FOR INFORMATIONAL AND RESEARCH PURPOSES. THEY ARE NOT INTENDED FOR CLINICAL DIAGNOSIS, MEDICAL ADVICE, TREATMENT DECISIONS, OR ANY OTHER CLINICAL USE.

THE COMPANY DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, OR SCIENTIFIC VALIDITY OF ANY OUTPUTS GENERATED BY THE SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, VERIFYING, AND VALIDATING ALL RESULTS AND FOR ENSURING COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS, AND INDUSTRY STANDARDS.

THE SERVICES ARE NOT A MEDICAL DEVICE AND HAVE NOT BEEN APPROVED, CLEARED, OR CERTIFIED BY THE U.S. FOOD AND DRUG ADMINISTRATION (FDA), THE EUROPEAN MEDICINES AGENCY (EMA), OR ANY OTHER REGULATORY AUTHORITY. THE SERVICES AND THEIR OUTPUTS ARE NOT INTENDED TO BE USED IN CLINICAL DECISION-MAKING OR REGULATORY SUBMISSIONS UNLESS EXPRESSLY APPROVED FOR SUCH USE BY APPLICABLE REGULATORY AUTHORITIES.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO THE COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to defend, indemnify, and hold harmless NYB.AI Pte. Ltd., its affiliates, and their respective officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Your use of the Services in violation of these Terms.

• Your violation of applicable laws or regulations.

• Your infringement of any third-party right, including intellectual property rights.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.

12. Term and Termination

Term. These Terms commence on the Effective Date and continue until all Order Forms have expired or been terminated.

Termination for Convenience. Either party may terminate an Order Form for convenience by providing thirty (30) days' written notice to the other party.

Termination for Cause. Either party may terminate these Terms or an Order Form immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving notice thereof.

Effect of Termination. Upon termination:

• You must cease all use of the Services.

• Upon written request made within thirty (30) days following termination, the Company will provide Customer with a copy of its Customer Data in a commonly used, machine-readable format.

• After such 30-day period, we will delete your Customer Data from our systems, unless we are required by law to retain it.

13. Service Level Agreement (SLA) for Cloud Services

Service Commitment. For our Cloud Services, we will use commercially reasonable efforts to ensure the Services are available with an uptime percentage of at least 99%, calculated on a monthly basis ("Service Commitment").

Exclusions. The Service Commitment does not apply to unavailability caused by:

• Scheduled maintenance (we will provide reasonable notice).

• Factors outside our reasonable control (e.g., force majeure, internet backbone issues).

• Your equipment, software, or network infrastructure.

• Suspension of Services for non-payment or breach of Terms.

14. Support

We provide support to all Customers via:

• Email: office@nanyangbiologics.com

• Dedicated Slack Channel: (upon request)

Support is available 24 hours a day, 7 days a week for critical issues. We will respond to all inquiries promptly and in accordance with our internal support policies.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles.

Any dispute arising out of or in connection with these Terms shall first be submitted to good-faith negotiations. If the dispute cannot be resolved within thirty (30) days, the parties agree to submit to the exclusive jurisdiction of the courts of Singapore.

16. General Provisions

Entire Agreement. These Terms, together with any Order Forms and our Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements.

Amendments. We may update these Terms from time to time. If we make material changes, we will provide reasonable notice. Continued use of the Services after the effective date of the updated Terms constitutes acceptance.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms without restriction upon notice to you.

Waiver and Severability. Our failure to enforce any provision is not a waiver. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control.

17. Contact Information

If you have any questions about these Terms, please contact us at:

NYB.AI
32, PEKIN STREET, #05-01
Singapore 048762
Email: office@nanyangbiologics.com