These Terms, together with any applicable Order Form, sales quote, statement of work, online purchase flow, invoice, service description, data processing addendum, acceptable use policy, or other written document issued or approved by BioTuring and expressly incorporating these Terms, form the agreement between BioTuring and the customer identified in the applicable commercial document ("Customer").

If there is a conflict between these Terms and an Order Form, the Order Form controls only for the specific commercial, technical, operational, deployment, storage, support, retention, or other points expressly addressed in that Order Form.

Customer’s access rights, products, modules, Subscription Level, user counts, deployment model, Data Storage Services, usage limits, support scope, retention overrides, and any special restrictions or entitlements are governed by the applicable Order Form or Subscription plan selected by Customer.

Each individual user who accesses the BioTuring software or services on Customer’s behalf must be anauthorized user of Customer ("Authorized User") and must comply with these Terms and any applicable acceptable-use, privacy, security, or onboarding requirements communicated by BioTuring.

"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent (50%) of the voting interests or equivalent power to direct management decisions.

"Analysis Results" means data, visualizations, outputs, reports, or other results generated from Customer Data through use of the Software or Services.

"Customer Data" means data, files, images, metadata, and other materials uploaded, transmitted, or otherwise provided by or on behalf of Customer or its Authorized Users for use with the Software or Services.

"Data Storage Services" means the right to store and process Customer Data in the amount, scope, and retention profile identified in the applicable Order Form or Subscription plan.

"Documentation" means the user guides, technical notes, onboarding materials, and help content made available by BioTuring for the Software or Services.

"Order Form" means any written or electronic ordering document, quote, online purchase flow, invoice- backed purchase, or other commercial record approved by BioTuring that identifies the applicable products, modules, Subscription Level, term, user count, deployment model, storage limits, usage limits, fees, and/or support scope.

"Services" means implementation, onboarding, maintenance, support, training, hosting, migration, storage, compute, or related professional or technical services provided by BioTuring and identified in an Order Form or Documentation.

"Software" means BioTuring software products, modules, features, APIs, interfaces, and related software components made available under an applicable Order Form, including but not limited to BBrowserX, SpatialX, Talk2Data, Sonya, BioVinci, and related BioTuring modules.

"Subscription" means the specific access rights or deployment rights purchased by Customer, including the applicable products, modules, Subscription Level, term, user count, deployment model, storage parameters, usage limits, and support or service inclusions.

"Subscription Level" means the subscription tier or package identified in the applicable Order Form, website plan, or online purchase flow reflecting the features, functionality, storage, support level, and other entitlements available to Customer.

"Term" means the subscription period stated in the applicable Order Form, together with any renewal term.

"Trial Services" means any trial, proof-of-concept, sandbox, pilot, evaluation, or other no-charge access to the Software or Services made available by BioTuring.

BioTuring may, in its sole discretion, offer Customer Trial Services. Unless otherwise stated in an Order Form or BioTuring’s trial invitation, Trial Services are provided only for Customer’s internal evaluation purposes and may be modified, limited by BioTuring at any time. During a Trial Services period, BioTuring may determine in its sole discretion the available products, features, Subscription Level, Authorized User count, Data Storage Services, support scope, and retention period. Unless otherwise stated by BioTuring in writing, Trial Services do not include service commitments, implementation commitments, service credits, or enhanced support obligations.

If Customer does not convert to a paid Subscription before the end of the Trial Services period, BioTuring may terminate Customer’s access associated with the Trial Services in the ordinary course.

TRIAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY, INDEMNITY, OR LIABILITY COMMITMENT OF ANY KIND, EXCEPT TO THE EXTENT SUCH EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOTURING SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR CLAIM ARISING FROM OR RELATING TO TRIAL SERVICES.

Subject to Customer’s payment of applicable fees and compliance with these Terms, BioTuring grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Software and Services, or to permit Authorized Users to do so, solely within the scope of the applicable Subscription and Order Form.

Customer-facing access is personal to the applicable Authorized User or customer account provisioned by BioTuring. No customer-facing or end-user access will be activated until the relevant user or customer account has accepted any required click-accept terms, onboarding terms, or end-user terms presented by BioTuring.

BioTuring is solely responsible for provisioning and deprovisioning access credentials. Customer may request activation, deactivation, or changes to a Subscription, but no change is effective until confirmed by BioTuring.

Unless an Order Form expressly states otherwise, subscriptions are assigned to the specific Customer or Authorized User account/workspace identified by BioTuring and may not be reassigned, reallocated, pooled, or transferred mid-term.

Customer is responsible for: (a) its Authorized Users’ compliance with these Terms; (b) maintaining the confidentiality of account credentials; (c) ensuring that Customer Data and use of the Software or Services comply with applicable law and third-party rights; and (d) obtaining all permissions, notices, and consents required for Customer Data submitted to BioTuring.

Each username, password, token, or other access credential issued for the Software or Services is personal to the applicable Authorized User or administrator and may not be shared except as expressly permitted by BioTuring in writing. Customer is solely responsible for any activity occurring through Customer’s or its Authorized Users’ credentials.

Customer must promptly notify BioTuring of any unauthorized access, credential compromise, suspected security incident involving the Software or Services, or claim that Customer lacks the rights needed to use particular Customer Data. BioTuring may suspend, reset, or disable compromised credentials or accounts in order to protect the Software, Services, Customer Data, or other users.

Customer is responsible for maintaining its own independent backup of Customer Data and Analysis Results unless otherwise expressly stated in an Order Form.

Customer shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or non-public architecture from the Software, except to the extent such restriction is prohibited by mandatory law; (b) remove or obscure proprietary notices; (c) circumvent technical controls, seat limits, user limits, storage controls, or usage restrictions; (d) use the Software or Services in violation of applicable law, export controls, sanctions, or BioTuring’s acceptable-use restrictions; (e) benchmark or publicly compare the Software without BioTuring’s prior written consent, except where such restriction is unenforceable under applicable law; or (f) use the Software or Analysis Results to provide fee-for- service, contract research, or commercial services to a third party unless expressly permitted in an applicable Order Form or separate commercial agreement.

Customer shall not access or attempt to access BioTuring systems in order to extend, alter, bypass, or modify the permissions granted by BioTuring, nor shall Customer modify, interfere with, or attempt to modify the Software except as expressly permitted in writing by BioTuring.

Customer shall pay the fees stated in the applicable Order Form. Unless otherwise stated in the Order Form, all fees are in U.S. dollars, non-cancellable, and non-refundable once paid.

Invoices are due within thirty (30) days after Customer’s receipt unless a different payment timing is stated in the applicable Order Form or online checkout flow. BioTuring may provide payment by invoice, wire transfer, electronic payment link, or other approved method.

If Customer disputes an invoice in good faith, Customer must notify BioTuring in writing promptly and in reasonable detail before the due date. Only the disputed portion will be deferred while the parties work in good faith to resolve the dispute; undisputed amounts remain due and payable. BioTuring may suspend access for overdue undisputed amounts.

Fees exclude taxes, duties, levies, withholdings, and similar governmental charges. Customer is responsible for all such charges associated with the Subscription, excluding taxes based on BioTuring’s net income.

The Subscription includes only the products, modules, seats, Data Storage Services, usage limits, support scope, and service inclusions expressly stated in the Order Form. Extra storage, unusual compute, bespoke onboarding, custom statements of work, or materially expanded support scope are not included unless expressly stated in the Order Form.

Any additional fees for extra storage, unusual compute, bespoke onboarding, custom statements of work, or materially expanded support scope will be set out in an Order Form or otherwise approved by Customer in writing. Unless otherwise stated in the applicable Order Form, deactivation or early cessation of use does not entitle Customer to any prorated refund, credit, or reuse right.

As between the parties, Customer retains all right, title, and interest in and to Customer Data and Analysis Results. Customer grants BioTuring a non-exclusive, worldwide right during the Term and any agreed retention period to host, store, process, transmit, back up, display, and otherwise use Customer Data solely as necessary to provide the Software and Services, maintain the platform, provide support, enforce these Terms, and comply with law.

BioTuring will process any Customer Data only as requested by the Customer and in accordance with applicable law, these Terms, BioTuring’s privacy documentation, and any data processing addendum or equivalent document expressly incorporated into the Order Form.

BioTuring will maintain commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

Customer shall not upload data that it is not authorized to upload or cause BioTuring to process. Customer remains responsible for the legality, accuracy, quality, and integrity of Customer Data.

BioTuring will use commercially reasonable efforts to provide the Software, routine maintenance, and standard technical support during the Term. Any specific service levels, support windows, implementation commitments, or retention commitments apply only if expressly stated in an Order Form, service description, or service-level exhibit.

BioTuring may update, revise, patch, or enhance the Software or Services from time to time. BioTuring will use commercially reasonable efforts to notify Customer of material changes that are likely to have a significant operational impact, except for emergency fixes, security patches, or changes required by law.

To the extent BioTuring provides APIs, integrations, or interoperability features, BioTuring may modify them from time to time so long as any material change is handled in a commercially reasonable manner.

If the Software makes public or third-party datasets available for viewing, analysis, or download, Customer may use such datasets only within the scope permitted by the Software, the applicable license or source terms, and any usage limits communicated by BioTuring.

BioTuring does not grant Customer any rights in third-party datasets beyond the rights expressly made available through the Software. If Customer wishes to export or use public datasets outside the permitted scope, separate permission or a separate agreement may be required.

Except as expressly stated in an Order Form or applicable Documentation, the Software is provided for analytic and research purposes and is not intended to be relied upon as a sole basis for clinical diagnosis, treatment decisions, regulatory submissions, or other high-risk use without independent validation and appropriate expert review.

BioTuring retains all right, title, and interest in and to the Software, Documentation, Services methodology, usage analytics that are de-identified or aggregated so as not to identify Customer, and all related intellectual property rights. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer by implication, estoppel, or otherwise.

Subject to BioTuring’s confidentiality obligations, Customer grants BioTuring a non-exclusive, worldwide, royalty-free right to use suggestions, comments, and feedback provided by Customer regarding the Software or Services for BioTuring’s internal product and service improvement purposes.

Nothing in these Terms transfers ownership of the Software or BioTuring’s intellectual property to Customer.

Each party receiving Confidential Information (the "Receiving Party") from the other party (the "Disclosing Party") shall use at least reasonable care to protect such Confidential Information and shall use it only for purposes of the relationship governed by these Terms and the applicable Order Form.

"Confidential Information" means non-public technical, business, security, customer-specific, or commercial information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential under the circumstances. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known without restriction before receipt; (c) was lawfully received from a third party without duty of confidentiality; or (d) was independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, professional advisers, and Affiliates who have a need to know and are bound by confidentiality obligations at least as protective as those set out here.

If disclosure is required by law, subpoena, or court order, the Receiving Party shall, where legally permitted, provide prompt notice and reasonably cooperate with the Disclosing Party’s efforts to seek protective treatment.

BioTuring warrants that it will provide the Software and Services in a professional and workmanlike manner consistent with generally accepted industry standards for similar software and services.

BioTuring also warrants that it will not knowingly introduce malicious code into the hosted Software or Services.

Except for the express warranties above, and except as otherwise expressly stated in an Order Form, the Software and Services are provided "as is" and "as available." BioTuring disclaims all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party, its Affiliates, and their respective officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Indemnified Parties") from and against third-party claims, actions, demands, proceedings, liabilities, damages, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys’ fees (collectively, "Losses"), to the extent arising out of or relating to: (a) the Indemnifying Party’s material breach of these Terms or an applicable Order Form; or (b) the gross negligence or willful misconduct of the Indemnifying Party or its personnel.

Without limiting the foregoing, Customer shall indemnify, defend, and hold harmless the BioTuring Indemnified Parties from and against Losses arising out of or relating to: (i) Customer Data uploaded or provided without the necessary rights, permissions, or lawful basis; (ii) Customer’s misuse, modification, unauthorized communication, or unauthorized downstream use of Analysis Results; or (iii) Customer’s violation of applicable law, export controls, privacy law, or third-party rights through use of the Software or Services.

BioTuring shall indemnify, defend, and hold harmless the Customer Indemnified Parties from and against Losses arising from a third-party claim that the Software, as provided by BioTuring and used by Customer in accordance with these Terms, infringes such third party’s intellectual property rights, except to the extent the claim arises from Customer Data, Customer modifications, Customer combinations not supplied by BioTuring, or Customer’s use outside the permitted scope.

If the Software becomes, or in BioTuring’s reasonable opinion is likely to become, the subject of such a claim, BioTuring may, at its option and expense: (a) procure for Customer the right to continue using the affected Software; (b) replace the affected Software with a non-infringing alternative of materially similar functionality; or (c) modify the affected Software so that it becomes non-infringing. This paragraph states BioTuring’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, for third-party intellectual property infringement claims relating to the Software.

The indemnified party shall promptly notify the indemnifying party of any claim, reasonably cooperate in the defense, and permit the indemnifying party to control the defense and settlement, provided the indemnifying party may not settle any claim in a manner that admits fault of or imposes unconsented obligations on the indemnified party.

To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, anticipated savings, or data, arising out of or related to these Terms, even if advised of the possibility of such damages.

Except for Customer’s payment obligations, either party’s fraud or willful misconduct, either party’s confidentiality obligations, or Customer’s misuse of the Software or violation of BioTuring’s intellectual property rights, each party’s aggregate liability arising out of or relating to these Terms shall not exceed the total fees paid or payable by Customer to BioTuring under the applicable Order Form during the twelve (12) months preceding the event giving rise to the claim.

The Term begins on the effective date stated in the applicable Order Form or online purchase record and continues for the subscription period stated there, unless earlier terminated in accordance with these Terms.

BioTuring may suspend access immediately for security threats, unlawful use, sanctions/export-control concerns, credential abuse, tampering, or conduct threatening the integrity, availability, or security of the Software or Services. For ordinary payment defaults, ordinary scope overages, or other non-emergency commercial breaches, BioTuring will provide written notice and a reasonable opportunity to cure before suspension. During an active paid project, BioTuring may first limit new uploads, expanded scope, or non- standard usage while the parties address the issue.

Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after written notice, or immediately if the breach is incurable. BioTuring may terminate immediately if Customer repeatedly bypasses technical controls, purports to sublicense the Software, or uses the Software in a manner that creates material legal, security, or commercial risk.

Upon expiration or termination, Customer’s access rights cease except as necessary during any limited export period expressly stated in an Order Form, service description, or customer workflow. Unless otherwise stated in the applicable Order Form or otherwise mutually agreed between the parties in writing, BioTuring’s standard retention policy applies to expired subscriptions, after which Customer Data may be deleted or rendered inaccessible in the ordinary course.

Neither party may use the other party’s name, logo, or trademarks in publicity, press releases, marketing materials, or customer lists without prior written consent, except that BioTuring may identify Customer as a user of the Software if Customer has provided prior written approval or such use is expressly permitted in an Order Form.

Any approved use of a party’s name or logo must comply with that party’s brand guidelines and may be withdrawn upon reasonable notice.

Customer shall comply with applicable export-control, sanctions, anti-corruption, and similar laws relating to use of the Software and Services.

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, government action, labor disputes, supply-chain disruption, internet or cloud-provider outages, or similar force majeure events.

These Terms and the applicable Order Form constitute the entire agreement of the parties on their subject matter and supersede prior or contemporaneous discussions on that subject.

Any customer purchase order, vendor onboarding form, or similar administrative document is issued solely for administrative convenience and shall not amend, override, or supplement these Terms or the applicable Order Form, even if it contains contrary or additional terms, unless BioTuring expressly agrees in writing.

No amendment or waiver is effective unless in writing and signed by the party against whom it is to be enforced, except that BioTuring may update these Terms prospectively for future transactions or renewals by posting updated terms or otherwise notifying Customer. Material changes that apply during an active paid term will not take effect until renewal unless required by law, security, or abuse-prevention needs.

If any provision is held unenforceable, the remainder remains in effect and the invalid provision shall be replaced by an enforceable provision that most closely reflects the parties’ original intent.

These Terms may be accepted by click-through acceptance, electronic signature, written signature, or by reference in an Order Form, invoice, or online purchase flow.

BioTuring may publish these Terms on its website for acceptance by click-through, browse-wrap where enforceable, or incorporation by reference into online checkout flows, Order Forms, or other commercial documents.

Where Customer signs an Order Form or separate signature block that incorporates these Terms by reference, such signature constitutes Customer’s acceptance of these Terms as though fully set out therein.

If BioTuring provides a signature block for convenience, the absence of a signature block in the posted website version does not affect enforceability where these Terms are otherwise validly accepted.