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AbLead

Software-as-a-Service License Agreement

Ketchem Biotherapeutics Consulting LLC

This Software-as-a-Service License Agreement (this “Agreement”) is entered into as of the date on which the Subscriber accepts this Agreement by clicking “I Accept” or by otherwise accessing or using the Service (the “Effective Date”), by and between:

Ketchem Biotherapeutics Consulting LLC, a Florida limited liability company (“KBC” or “Provider”), and

the individual or entity identified in the registration process accepting this Agreement (“Subscriber” or “You”).

Provider and Subscriber are each a “Party” and collectively the “Parties.”

BY CLICKING “I ACCEPT,” CREATING AN ACCOUNT, OR ACCESSING OR USING THE SERVICE, SUBSCRIBER ACKNOWLEDGES THAT SUBSCRIBER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT. IF SUBSCRIBER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUBSCRIBER REPRESENTS THAT SUBSCRIBER HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF SUBSCRIBER DOES NOT AGREE, SUBSCRIBER MAY NOT ACCESS OR USE THE SERVICE.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

  • “AbLead” or “Service” means the proprietary cloud-based antibody engineering and analysis platform operated by KBC, including all software, tools, AI-powered features, algorithms, dashboards, documentation, and related functionality made available to Subscriber via the internet on a software-as-a-service basis.

  • “Authorized User” means an individual person authorized by Subscriber to access and use the Service under Subscriber’s account through the purchase of a Token (as defined below), subject to the concurrent access limits associated with Subscriber’s purchased Tokens.

  • “Confidential Information” means all non-public information disclosed by one Party to the other in connection with this Agreement, whether orally, in writing, or electronically, including without limitation: trade secrets, business plans, pricing, technical data, antibody sequences, structural models, analysis results, and the terms of this Agreement.

  • “Documentation” means the then-current user guides, help files, and technical documentation for the Service made available by KBC at ablead.ketchemconsulting.com or successor URLs, which shall include, but not be limited to, video demonstrations, hands-on training, verbal training, or other documentation provided from time to time at KBC's discretion.

  • “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, and all other intellectual property rights recognized in any jurisdiction worldwide.

  • “Open Source Components” means any third-party open source software libraries or tools integrated into or used in connection with the Service, including but not limited to those referenced in the Documentation.

  • "Order Form" means a written or electronic document executed by or on behalf of Subscriber and accepted by KBC that references this Agreement and sets forth the specific terms of Subscriber's Subscription, including without limitation: the number of purchased Tokens, the applicable Subscription Fee, the Subscription Term commencement date, and any additional terms or conditions agreed upon by the Parties. Each Order Form is incorporated into and governed by this Agreement. In the event of any conflict between the terms of an Order Form and this Agreement, the Order Form shall control solely with respect to the Subscription described therein, except that an Order Form may not diminish or override the limitations of liability, warranty disclaimers, or indemnification obligations set forth in this Agreement unless expressly agreed in a writing signed by both Parties.

  • “Outputs” means all data, results, reports, analyses, scores, engineered variants, visualizations, and other information generated by the Service in response to Subscriber Data inputs.

  • “Provider IP” means the Service, all underlying algorithms, proprietary scoring methods, software code, workflows, machine learning models, the KBC Score methodology, the specific arrangement and integration of Open Source Components, and all improvements, enhancements, derivative works, and modifications thereto, whether or not developed at the suggestion of Subscriber.

  • “Subscriber Data” means all data, files, antibody sequences, structural files (including PDB files), and other content uploaded to or entered into the Service by Subscriber or its Authorized Users.

  • “Subscription” means the right to access and use the Service during the Subscription Term through one or more purchased Tokens, subject to the terms of this Agreement.

  • “Subscription Fee” means the annual fee payable per Token as set forth in Section 5.

  • “Subscription Term” means the initial twelve (12) month period beginning on the Effective Date, and each successive twelve (12) month renewal period thereafter, as set forth in Section 9.

  • “Token” means a purchased unit of access that permits one actively logged-in Authorized User to access and use the Service at a time during the Subscription Term. Subscriber may authorize any number of Authorized Users, and the Service will control and enforce Authorized User login access based on the number of Tokens purchased so that the number of Authorized Users actively logged in at any given time does not exceed the number of Tokens purchased.

2. SERVICE DESCRIPTION AND LICENSE GRANT

2.1 Service Description

AbLead is a comprehensive antibody engineering and analysis suite that includes AI-powered tools for antibody sequence and structure analysis, developability assessment, liability scanning, in-silico engineering, humanization, and related biotherapeutic optimization capabilities. The Service is delivered as a cloud-based software-as-a-service platform hosted on shared servers maintained by KBC.

2.2 License Grant

Subject to the terms and conditions of this Agreement and payment of the applicable Subscription Fees, KBC hereby grants to Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term for Subscriber’s internal research and business purposes and, where Subscriber provides research, development, consulting, contract research, or similar services to its own clients, for Subscriber’s performance of such services for those clients. This license does not grant any client or other third party any direct right to access or use the Service, and Subscriber shall remain solely responsible for all use of the Service and all Subscriber Data and Outputs generated in connection with such client work. This license extends to Subscriber’s Authorized Users, provided that no more Authorized Users may be actively logged in and using the Service at any given time than the number of Tokens purchased by Subscriber, as reflected on the applicable Order Form.

2.3 Restrictions on Use

Subscriber shall not, and shall not permit any third party to:

  • (a) sublicense, sell, lease, lend, or otherwise distribute access to the Service to any third party;

  • (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data models of the Service or any component thereof;

  • (c) modify, adapt, translate, or create derivative works based upon the Service;

  • (d) use the Service to develop a competing product or service;

  • (e) remove or alter any proprietary notices, labels, or marks on the Service or Documentation;

  • (f) use the Service in violation of any applicable law or regulation, including without limitation export control laws (EAR/ITAR), data privacy laws (HIPAA, GDPR), or pharmaceutical regulations (21 CFR Part 11);

  • (g) share login credentials between individuals or allow more Authorized Users to be actively logged in to the Service at any given time than the number of Tokens purchased;

  • (h) attempt to upload or transmit through the Service any viruses, malware, or harmful code; or

  • (i) use the Service to store, process, or transmit any information that infringes or misappropriates any third party’s Intellectual Property Rights.

2.4 Subscriber Responsibility for Outputs

AbLead provides computational predictions based on established biophysical methods, third-party libraries, and AI/machine learning tools. All Outputs are theoretical and intended for research and informational purposes only. Subscriber assumes sole responsibility for the use, interpretation, and application of all Outputs, including without limitation any decision to advance or eliminate from advancement, any candidate into further development, regulatory submission, or clinical use. It is the Subscriber’s sole responsibility to perform independent laboratory validation (in vitro/in vivo) before making any claims regarding therapeutic efficacy, safety, or clinical utility based on any Output.

3. ACCOUNTS AND ACCESS

3.1 Account Setup

Upon acceptance of this Agreement and payment of the applicable Subscription Fee, KBC will provision Subscriber’s account and provide login credentials to Authorized Users designated by Subscriber. Authorized Users will be required to set a secure passphrase, select a time zone, and acknowledge the legal disclosures and disclaimers upon first login. Subscriber may designate any number of Authorized Users, provided that concurrent access is limited to the number of Tokens purchased.

3.2 Account Security

Subscriber is solely responsible for maintaining the security and confidentiality of its Authorized Users’ login credentials. Subscriber shall promptly notify KBC of any unauthorized access to or use of the Service. Login credentials are personal to each Authorized User and may not be shared or transferred. Passwords are encrypted and KBC does not maintain any password information for users. Any lost passwords shall be corrected via password reset. KBC maintains and makes available Multi-Factor Authentication (MFA) features that may be chosen for use at the discretion of authorized users. KBC is not responsible for any MFA protocols chosen by authorized users. User data is available only to the authorized user, and any sharing of data by each user is at the user's discretion, but is only available to users with the same email domain.

3.3 Shared Hosting Environment

The Service operates on shared hosting infrastructure using industry-standard security protocols. Subscriber acknowledges that no method of electronic storage or internet transmission is completely secure, and that KBC cannot guarantee the absolute security of Subscriber Data. KBC shall use commercially reasonable measures to protect the security, confidentiality, and integrity of Subscriber Data within the shared environment.

4. DATA RIGHTS, PRIVACY, AND PATIENT DATA

4.1 Subscriber Data Ownership

Subscriber retains all right, title, and interest in and to the Subscriber Data, including all Intellectual Property Rights therein. KBC acquires no rights in Subscriber Data except as expressly set forth in this Agreement.

4.2 Limited License to Subscriber Data

Except as set forth in Section 4.3, KBC will not use Subscriber Data for any secondary research, commercial consulting, or internal development purposes. Without limiting the foregoing, Subscriber Data and Outputs will not be used by KBC to train, refine, or validate any proprietary machine learning models or scoring algorithms owned by KBC.

4.3 Confidentiality of Subscriber Data

KBC shall treat all Subscriber Data and Outputs as strictly confidential. KBC will not share, sell, or distribute any Subscriber Data or Outputs to any third party without Subscriber’s prior explicit written consent. System administrators may access Subscriber Data only when necessary for technical support, server maintenance, or troubleshooting platform performance.

4.4 Patient Data and Protected Health Information

SUBSCRIBER REPRESENTS AND WARRANTS THAT ALL DATA UPLOADED TO THE SERVICE WILL BE FULLY DE-IDENTIFIED AND OBFUSCATED PRIOR TO UPLOAD. Under no circumstances shall Subscriber upload protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act (“HIPAA”), personally identifiable information (“PII”) relating to patients, or any data from which the identity of a natural person can be directly or indirectly determined.

Subscriber acknowledges and agrees that the Service is not designed, intended, or certified for the storage or processing of PHI, PII, or patient-identifiable data. Subscriber has sole responsibility for compliance with any applicable health and regulatory laws, rules, regulations and requirements applicable to any user data and its protection. Any failure by Subscriber to obfuscate or de-identify patient-related information prior to upload shall be the sole responsibility of Subscriber, and Subscriber shall fully indemnify, defend, and hold harmless KBC from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to Subscriber’s failure to comply with this Section 4.4.

4.5 Data Retention and Return

Upon termination or expiration of this Agreement, KBC shall, at Subscriber’s written request made within thirty (30) days of the effective date of termination, make Subscriber Data available for export or download. After the expiration of such thirty (30) day period, KBC shall have no obligation to retain Subscriber Data and may delete all Subscriber Data from its systems in accordance with its standard data retention policies.

5. FEES AND PAYMENT

5.1 Subscription Fees

Subscriber shall pay KBC an annual Subscription Fee per Token, per Subscription Term (the “Subscription Fee”), as more specifically set forth in the Order Form. Subscription Fees are invoiced in advance of each Subscription Term and are due and payable before the subscription is issued; it being understood that a minimum of one Token must be purchased for authorized use of the System by a single user during the Subscription Term.

5.2 Payment Terms

All Subscription Fees are non-refundable once paid, except as expressly provided in this Agreement. If Subscriber fails to pay any invoice when due, KBC may charge interest on the outstanding amount at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is less) from the due date until paid in full. KBC reserves the right to suspend Subscriber’s access to the Service upon non-payment by the cutoff date.

5.3 Taxes

All Subscription Fees are exclusive of any applicable taxes, duties, or governmental assessments. Subscriber shall be responsible for all sales, use, value-added, withholding, and similar taxes arising from this Agreement, excluding taxes based on KBC’s income.

5.4 Fee Adjustments

KBC may adjust the Subscription Fee upon at least fifteen (15) days’ prior written notice before the commencement of any renewal Subscription Term as set forth in the Order Form. If Subscriber does not accept the revised Subscription Fee, Subscriber may terminate this Agreement effective at the end of the then-current Subscription Term by providing written notice before the expiration thereof.

5.5 Additional Authorized Users

Subscriber may add Tokens during a Subscription Term by providing written notice to KBC and paying the applicable Subscription Fee for each additional Token. The Subscription Fee for any Token added mid-term shall be pro-rated based on the number of full calendar months remaining in the then-current Subscription Term from the date the additional Token is provisioned. Each additional Token shall be coterminous with the existing Subscription Term, and shall renew on the same terms and schedule as the original Tokens unless otherwise agreed in writing.

5.6 Authorized User Management

Subscriber may add, remove, or replace Authorized Users designated under Subscriber’s account without purchasing additional Tokens, provided that the number of Authorized Users actively logged in to the Service at any given time does not exceed the number of Tokens purchased. KBC may require reasonable administrative notice or account updates to maintain accurate user records and system security.

5.7 Audit and Verification

KBC may, upon no fewer than thirty (30) days’ prior written notice and no more than once per twelve (12) month period, request that Subscriber provide a written certification signed by an authorized representative of Subscriber confirming the number of Tokens purchased and the number of Authorized Users actively logged in to the Service during the preceding twelve (12) months. If such certification or any audit reveals that Subscriber has exceeded the number of purchased Tokens through concurrent use, Subscriber shall promptly pay KBC the applicable Subscription Fees for each excess Token required to cover such concurrent use, pro-rated from the date such excess use commenced (or, if such date cannot be determined, from the beginning of the applicable Subscription Term), together with interest at the rate set forth in Section 5.2. KBC additionally reserves the right to monitor login activity and access patterns on the Service to verify compliance with the token-based concurrent access terms of this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Provider Intellectual Property

KBC retains all right, title, and interest in and to the Provider IP, including all Intellectual Property Rights therein. No rights are granted to Subscriber in the Provider IP other than the limited license expressly set forth in Section 2.2. For the avoidance of doubt, the specific arrangement, integration, configuration, and orchestration of Open Source Components within the Service constitute Provider IP.

6.2 Open Source Components

The Service incorporates Open Source Components that are subject to their respective open source licenses. Nothing in this Agreement restricts or modifies the terms of any applicable open source license. KBC makes available to Subscriber, in the "Help" documentation and/or upon request, a list of Open Source Components and their applicable license information.

6.3 Subscriber Outputs

Subject to Section 6.1, Subscriber retains all right, title, and interest in and to the specific Outputs generated by the Service in response to Subscriber Data. For the avoidance of doubt, Subscriber’s rights in Outputs do not extend to any underlying Provider IP used to generate such Outputs.

6.4 Enhancements and Feature Requests

Any and all enhancements, modifications, improvements, new features, or functionalities developed by KBC—whether or not developed at the suggestion, request, or recommendation of Subscriber or its Authorized Users—shall be the sole and exclusive property of KBC and shall constitute Provider IP licensed to Subscriber under this Agreement on the same terms. Subscriber hereby irrevocably assigns to KBC all right, title, and interest in any suggestions, ideas, enhancement requests, or feedback provided by Subscriber relating to the Service.

6.5 Feedback

If Subscriber provides any feedback, suggestions, or recommendations regarding the Service, KBC shall be free to use, disclose, reproduce, license, and otherwise exploit such feedback without obligation or restriction of any kind.

7. CONFIDENTIALITY

7.1 Obligations

Each Party agrees to hold the other Party’s Confidential Information in strict confidence using the same degree of care it uses to protect its own Confidential Information, but in no event less than a reasonable degree of care. Neither Party shall disclose the other Party’s Confidential Information to any third party except to its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.

7.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was in the receiving Party’s possession without restriction before disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction.

7.3 Required Disclosures

A Party may disclose the other Party’s Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing Party gives the other Party prompt written notice (to the extent legally permitted) and reasonably cooperates with the other Party’s efforts to obtain protective treatment of such information.

7.4 Survival

The obligations under this Section 7 shall survive the expiration or termination of this Agreement for a period of three (3) years.

8. MAINTENANCE AND SUPPORT

8.1 General Maintenance

KBC shall use commercially reasonable efforts to maintain the availability, performance, and functionality of the Service. KBC shall perform routine bug fixes and scheduled maintenance in accordance with its standard maintenance schedule. Emergency maintenance may be performed as needed at KBC’s sole discretion.

8.2 Support

KBC shall provide reasonable technical support to Subscriber during normal business hours via email or such other channels as KBC may designate. KBC shall use commercially reasonable efforts to respond to and resolve support requests in a timely manner, consistent with the severity and impact of the reported issue.

8.3 Training

KBC shall provide up to two (2) hours of training for each Token purchased by Subscriber during the applicable Subscription Term. Training may be delivered through video demonstrations, hands-on sessions, verbal instruction, or other methods determined by KBC. Training hours are allocated per purchased Token and are not separately multiplied by the number of Authorized Users designated by Subscriber.

8.4 Sole Discretion

Subscriber acknowledges and agrees that all decisions regarding the scheduling, scope, frequency, and prioritization of maintenance, updates, bug fixes, patches, and feature releases are at the sole discretion of KBC. KBC shall have no obligation to develop or release any particular update, enhancement, or feature, regardless of any feature request or suggestion made by Subscriber.

8.5 Scheduled Downtime

KBC shall use commercially reasonable efforts to schedule planned maintenance during off-peak hours and to provide Subscriber with reasonable advance notice of any planned maintenance that is expected to materially affect Service availability.

9. TERM AND TERMINATION

9.1 Term

This Agreement commences on the Effective Date and continues for an initial Subscription Term of twelve (12) months. The Subscription Term shall be subject to renegotiation annually under the terms of a new, separate Order Form.

9.2 Termination by KBC

KBC may suspend or terminate Subscriber’s access to the Service immediately and without prior notice if KBC reasonably determines that Subscriber’s use of the Service: (a) poses a security risk to the Service or any third party; (b) may adversely impact the Service or the systems or content of any other subscriber; (c) may subject KBC or any third party to liability; or (d) violates any provision of this Agreement.

9.3 Effect of Termination

Upon termination or expiration of this Agreement: (a) all rights and licenses granted to Subscriber hereunder shall immediately terminate; (b) Subscriber shall immediately cease all access to and use of the Service; (c) each Party shall return or destroy all Confidential Information of the other Party in its possession, subject to Section 4.5 regarding Subscriber Data return; and (d) all accrued payment obligations shall survive termination.

9.4 Survival

Sections 1, 4.4, 5, 6, 7, 10, 11, 12, 13, 14, and 15 shall survive any expiration or termination of this Agreement.

10. WARRANTIES AND DISCLAIMERS

10.1 Provider Warranties

KBC represents and warrants that:

  • (a) KBC has the legal right and authority to enter into this Agreement and to grant the licenses set forth herein;

  • (b) the Provider IP (excluding any Open Source Components), as provided by KBC and used by Subscriber in accordance with the Documentation, does not, to KBC’s knowledge, infringe, misappropriate, or otherwise violate any third party’s Intellectual Property Rights. For the avoidance of doubt, KBC makes no representation or warranty of non-infringement with respect to any Open Source Components incorporated into or used in connection with the Service, and Subscriber’s use of such Open Source Components is governed solely by the applicable open source licenses; and

  • (c) KBC will perform the maintenance and support services described in Section 8 in a professional and workmanlike manner consistent with generally accepted industry standards.

10.2 Subscriber Warranties

Subscriber represents and warrants that:

  • (a) Subscriber has the legal right and authority to enter into this Agreement;

  • (b) Subscriber owns or has all necessary rights in the Subscriber Data to upload such data to the Service and to grant KBC the licenses described herein;

  • (c) Subscriber’s use of the Service will comply with all applicable laws and regulations; and

  • (d) all data uploaded to the Service will be fully de-identified and obfuscated with respect to patient information, as required by Section 4.4.

10.3 Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 10.1 AND 10.2, THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF THIRD-PARTY DATA SOURCES, TITLE, OR NON-INFRINGEMENT. KBC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. KBC MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT, AND SUBSCRIBER ACKNOWLEDGES THAT ALL OUTPUTS ARE COMPUTATIONAL PREDICTIONS INTENDED FOR RESEARCH PURPOSES ONLY.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Compensatory and Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KBC BE LIABLE TO SUBSCRIBER FOR ANY COMPENSATORY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR INTELLECTUAL PROPERTY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Exceptions to Limitations

The exclusions and limitations set forth in Sections 11.1 shall not apply to: (a) Subscriber’s indemnification obligations under Section 4.4 (Patient Data); (b) either Party’s breach of Section 7 (Confidentiality); (c) KBC’s obligations under Section 12 (Indemnification); or (d) liability arising from a Party’s willful misconduct or gross negligence.

12. INDEMNIFICATION

12.1 Indemnification by KBC

KBC shall indemnify, defend, and hold harmless Subscriber and its officers, directors, employees, and agents from and against any third-party claims, actions, suits, or proceedings alleging that Subscriber’s authorized use of the Service (excluding Open Source Components and Subscriber Data) infringes or misappropriates any third party’s Intellectual Property Rights, and shall pay all damages, costs, and attorneys’ fees finally awarded or agreed in settlement, provided that Subscriber: (a) promptly notifies KBC in writing of such claim; (b) gives KBC sole control of the defense and settlement; and (c) reasonably cooperates with KBC at KBC’s expense.

12.2 Remedies for Infringement

If the Service becomes, or in KBC’s opinion is likely to become, the subject of an infringement claim, KBC may at its sole option and expense: (a) procure for Subscriber the right to continue using the Service; (b) replace or modify the Service to make it non-infringing while maintaining substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate this Agreement and refund to Subscriber a pro rata portion of any prepaid Subscription Fees for the unused portion of the then-current Subscription Term.

12.3 Indemnification by Subscriber

Subscriber shall indemnify, defend, and hold harmless KBC and its officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, proceedings, damages, costs, and attorneys’ fees arising from or relating to: (a) Subscriber’s breach of Section 4.4 (Patient Data); (b) Subscriber Data, including any claim that Subscriber Data infringes any third party’s rights; (c) Subscriber’s use of Outputs in violation of applicable law; or (d) Subscriber’s breach of Section 2.3 (Restrictions on Use).

13. DATA SECURITY

13.1 Security Measures

KBC shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Subscriber Data from unauthorized access, use, alteration, or disclosure. Such safeguards shall be consistent with industry-standard security practices for cloud-based software platforms. Security measures are detailed in part in the "Help" documentation.

13.2 Data Breach Notification

In the event KBC becomes aware of any unauthorized access to or disclosure of Subscriber Data (“Data Breach”), KBC shall: (a) promptly notify Subscriber of the Data Breach, and in any event within seventy-two (72) hours of discovery; (b) investigate the Data Breach and take commercially reasonable steps to mitigate its effects; and (c) cooperate with Subscriber in connection with any investigation, regulatory inquiry, or notification obligation arising from the Data Breach.

13.3 Limitation of Security Liability

Subscriber acknowledges that the Service utilizes shared hosting environments and that KBC shall not be liable for unauthorized access, security breaches, or data loss resulting from vulnerabilities in third-party hosting infrastructure, internet-based transmission, or force majeure events, provided that KBC has maintained the commercially reasonable safeguards described in Section 13.1.

14. COMPLIANCE WITH LAWS

14.1 General Compliance

Each Party shall comply with all applicable laws, rules, and regulations in connection with its performance of this Agreement, including without limitation all applicable export and import control laws and regulations.

14.2 Export Controls

Subscriber acknowledges that the Service and related technology may be subject to United States export control laws and regulations, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Subscriber shall not access or use the Service in violation of any applicable export control law, and shall not export, re-export, or transfer the Service, any Output, or any technical data received from KBC to any destination, entity, or person prohibited by applicable law.

14.3 Regulatory Compliance

If Subscriber intends to use any Output in connection with regulatory submissions (including submissions subject to 21 CFR Part 11 or comparable international regulations), Subscriber is solely responsible for ensuring that its use of such Output and the conditions under which it was generated satisfy all applicable regulatory requirements. KBC does not represent or warrant that the Service or any Output complies with any particular regulatory framework.

15. GENERAL PROVISIONS

15.1 Governing Law & Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. KBC and Subscriber consent and agree that the Circuit Court of Okaloosa County, Florida shall be the exclusive, proper, and convenient venue for any legal proceeding relating to this Agreement, and each of them waives any defenses, whether asserted by motion or pleadings, that Okaloosa County, Florida is an improper or inconvenient venue.

15.2 Assignment

Subscriber may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of KBC, except in connection with a merger, acquisition, or sale of all or substantially all of Subscriber’s assets. KBC may freely assign this Agreement. Any purported assignment in violation of this Section shall be void.

15.3 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether oral or written, relating to the subject matter hereof.

15.4 Amendment

KBC reserves the right to modify the terms of this Agreement upon sixty (60) days’ prior written notice to Subscriber. Subscriber’s continued use of the Service after the effective date of any modification shall constitute acceptance of the modified terms. If Subscriber does not agree to the modifications, Subscriber’s sole remedy is to terminate this Agreement in accordance with Section 9.

15.5 Waiver

No waiver by either Party of any breach or default shall constitute a waiver of any other or subsequent breach or default. All waivers must be in writing and signed by a duly authorized representative of the waiving Party.

15.6 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15.7 Notices

All notices under this Agreement shall be in writing and shall be delivered by email (with confirmation of receipt), nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses provided by the Parties during registration or as otherwise designated in writing.

15.8 Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, pandemic, war, terrorism, labor disputes, governmental actions, internet or telecommunications failures, or third-party hosting infrastructure failures.

15.9 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

15.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in this Agreement shall confer upon any third party any legal or equitable right, benefit, or remedy.