Terms of Service

1. Who we are

Newton is an agentic memory platform for life sciences supply chain and regulatory teams, operated by SCINR DATA SL ("Scinr AI", "we", "us", "our"), a company registered in Spain, with registered tax ID ESB26938134 and address at Av. Manuel Fraga Iribarne 69, 3A, 28055 Madrid, Spain.

For any question about these Terms, contact us at legal@scinr.com.

2. Acceptance of these Terms

These Terms of Service ("Terms") govern access to and use of the Newton platform, related applications, APIs, and services (together, the "Service") by any organization or individual that registers for, accesses, or uses the Service ("Customer", "you").

By accessing or using the Service, or by signing an order form, statement of work, or other document that references these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

If you do not agree to these Terms, do not access or use the Service.

3. The Service

The Service provides AI-assisted tools for structuring, linking, and retrieving information relevant to regulatory and supply chain operations in the life sciences sector, including document ingestion, knowledge graph construction, and conversational or agentic assistance built on that structured data.

We may add, change, or discontinue features of the Service from time to time. We will make reasonable efforts to notify Customer in advance of changes that materially reduce the core functionality of the Service under an active order.

4. Accounts and access

4.1 Customer is responsible for maintaining the confidentiality of login credentials and for all activity that occurs under its account.

4.2 Customer will notify us promptly of any unauthorized use of its account or any other security breach it becomes aware of.

4.3 Access to the Service is limited to the number of users, environments, or usage volumes agreed in the applicable order, unless otherwise stated.

5. Pricing and payment

5.1 Pricing for the Service is agreed on a case-by-case ("ad hoc") basis between Scinr AI and each Customer, set out in an order form, quote, or written agreement referencing these Terms. These Terms alone do not create a pricing commitment.

5.2 Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date. Amounts are exclusive of applicable taxes (including VAT), which will be added where legally required.

5.3 We may suspend access to the Service for undisputed amounts that remain unpaid more than 15 days after a payment reminder.

6. Customer data and content

6.1 "Customer Data" means any data, documents, or content that Customer or its users submit to, or generate through, the Service.

6.2 As between the parties, Customer retains all rights, title, and interest in Customer Data. We do not claim ownership of Customer Data.

6.3 Customer grants us a limited license to host, process, transmit, and display Customer Data solely to provide, maintain, and improve the Service, and as otherwise instructed by Customer.

6.4 Where Customer Data includes personal data, our processing of that data on Customer's behalf is governed by the Data Processing Agreement available at scinr.com/data-processing-agreement, which forms part of these Terms where applicable.

6.5 We may use de-identified, aggregated data derived from use of the Service to maintain, improve, and develop the Service and related offerings, provided this data does not identify Customer or any individual.

7. Acceptable use

Customer will not, and will not permit others to:

• use the Service to process data it is not legally entitled to process, or in violation of applicable law, including data protection, life sciences, or export control regulations;
• reverse engineer, decompile, or attempt to extract the source code of the Service, except to the extent expressly permitted by law;
• resell, sublicense, or provide the Service to third parties on a standalone basis without our prior written consent;
• introduce malicious code, attempt to bypass security controls, or interfere with the integrity or performance of the Service;
• use the Service to build a directly competing product.

We reserve the right to suspend access if we reasonably believe these obligations have been breached and the breach poses a risk to the Service, other customers, or third parties, notifying Customer as soon as reasonably possible.

8. Intellectual property

8.1 We and our licensors retain all rights, title, and interest in and to the Service, including underlying software, extraction models, ontologies, taxonomies, and documentation, excluding Customer Data.

8.2 Nothing in these Terms transfers ownership of any intellectual property except the limited rights expressly granted.

9. Confidentiality

Each party may receive confidential or proprietary information of the other party in connection with the Service. Each party agrees to use the other's confidential information solely to perform its obligations under these Terms, to protect it with at least the same degree of care it uses for its own confidential information (and no less than a reasonable degree of care), and not to disclose it to third parties except to employees, contractors, or advisors bound by equivalent confidentiality obligations, or as required by law.

10. Disclaimers

To the fullest extent permitted by applicable law, the Service is provided "as is" and "as available". We disclaim all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and reliability. We do not warrant that outputs generated by the Service (including AI-generated summaries, classifications, or recommendations) are complete, accurate, or fit for any regulatory, clinical, or business decision without human review. Customer remains solely responsible for decisions made using the Service, including regulatory submissions and supply chain decisions.

11. Limitation of liability

To the fullest extent permitted by applicable law:

• neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of data, or loss of business opportunity, even if advised of the possibility of such damages;
• each party's aggregate liability arising out of or related to these Terms will not exceed the total fees paid or payable by Customer under the applicable order in the 12 months preceding the event giving rise to the claim.

These limitations do not apply to liability that cannot be limited or excluded under applicable law, including liability for gross negligence, willful misconduct, death or personal injury, or breach of confidentiality or data protection obligations, to the extent such exclusion is not permitted by applicable law.

12. Term, suspension, and termination

12.1 These Terms remain in effect for as long as Customer has an active order or account with us.

12.2 Either party may terminate an order for material breach that remains uncured 30 days after written notice.

12.3 Upon termination, Customer's right to access the Service ends. We will make Customer Data available for export for a reasonable period following termination (as further described in the Data Processing Agreement), after which we may delete it in accordance with our data retention practices.

13. Changes to these Terms

We may update these Terms from time to time. If changes are material, we will provide reasonable notice (for example, by email or in-product notice) before they take effect. Continued use of the Service after the effective date of updated Terms constitutes acceptance.

14. Governing law and disputes

These Terms are governed by the laws of Spain, without regard to conflict-of-law principles. The parties submit to the exclusive jurisdiction of the courts of Madrid, Spain, except where mandatory consumer or local law requires otherwise.

15. General

15.1 Assignment. Neither party may assign these Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

15.2 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

15.3 Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force.

15.4 Entire agreement. These Terms, together with any order forms, the Privacy Policy, and the Data Processing Agreement, constitute the entire agreement between the parties regarding the Service and supersede prior agreements on the same subject.

15.5 Notices. Legal notices should be sent to legal@scinr.com or to our registered address above.

SCINR DATA SL · Av. Manuel Fraga Iribarne 69, 3A, 28055 Madrid, Spain · legal@scinr.com