This Access Agreement and Mutual Non-Disclosure Agreement (the "Agreement") governs access to and use of the Provotics model, software, outputs, and related materials (collectively, the "Service"), operated by Kareem Badran ("Provotics", "we", "us"). By checking the acceptance box and submitting an access application, or by accessing the Service, you ("you" or "Recipient") agree to these terms on behalf of yourself and your organization.
1. Definitions
- Confidential Information means the Service and any non-public information disclosed by either party, including the model, its architecture, parameters, weights, training data, methods, outputs, benchmarks, documentation, and any information marked or reasonably understood to be confidential.
- Outputs means predictions, scores, gene attributions, reports, and any other results the Service generates.
2. Limited access and permitted use
Subject to this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access the Service solely for internal evaluation and research purposes. You may not use the Service in production, for clinical diagnosis or treatment, or for any purpose other than the one stated in your application without our prior written consent.
3. Confidentiality (mutual)
Each party will protect the other's Confidential Information with at least reasonable care, will not disclose it to third parties, and will use it only to fulfill the purpose of this Agreement. These obligations are perpetual and survive indefinitely, for as long as the information remains confidential; trade secrets remain protected for as long as they qualify as such under applicable law. The obligations do not apply to information that is or becomes public through no fault of the Recipient, was already lawfully known without obligation, or is independently developed without use of the Confidential Information.
4. Restrictions
You will not, and will not permit anyone else to:
- copy, reproduce, distribute, publish, sell, rent, lease, sublicense, or otherwise make the Service available to any third party;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the model's source code, architecture, weights, or parameters;
- extract, reconstruct, or estimate the model or its parameters, including by querying it to build a dataset for that purpose (model extraction or distillation);
- use the Service or its Outputs to train, fine-tune, or develop any competing or derivative model or product;
- publish or publicly benchmark the Service, or disclose Outputs, without our prior written consent;
- remove, alter, or obscure any proprietary notices; or
- use the Service in violation of applicable law or to process identifiable patient data.
These restrictions are perpetual and survive termination or expiration of this Agreement indefinitely.
5. Intellectual property
The Service and all related intellectual property are and remain the sole property of Provotics / Kareem Badran. Except for the limited access right in Section 2, no license or ownership is granted to you, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved.
6. Feedback
If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.
7. Data and privacy
You must not submit names, medical record numbers, or other identifiable patient information to the Service. Our handling of the information you provide is described in our Privacy Policy.
8. No warranty
The Service is provided "as is", for research and educational purposes only. It is not a medical device and is not intended for clinical diagnosis or treatment decisions. We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
9. Limitation of liability
To the maximum extent permitted by law, Provotics will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss arising from your use of or inability to use the Service.
10. Term, survival, and remedies
We may suspend or terminate your access at any time, with or without cause. On termination you must immediately stop using the Service and return or destroy all Confidential Information in your possession, and certify that destruction in writing on request. Sections 3 through 9 and 11 survive termination perpetually.
You acknowledge that any breach of the confidentiality or restriction provisions would cause Provotics irreparable harm for which monetary damages are inadequate, and that Provotics is entitled to injunctive and other equitable relief, without the need to post a bond, in addition to damages and any other available remedy. You will indemnify and hold Provotics harmless from any loss, liability, or expense (including reasonable legal fees) arising from your breach of this Agreement.
11. Governing law and general provisions
This Agreement is governed by the laws of the State of North Carolina, USA, without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located there and waive any right to a jury trial.
Provotics may assign this Agreement; you may not assign it without our prior written consent. If any provision is held unenforceable, the remainder stays in effect and that provision is enforced to the maximum extent permitted. No failure or delay in enforcing a right is a waiver of it. This Agreement is the entire agreement between the parties on its subject and may be amended only by a writing that references it. The obligations and restrictions bind you and anyone acting on your behalf.
12. Acceptance
By checking the acceptance box and submitting your application, you acknowledge that you have read and agree to this Agreement, that you are authorized to bind your organization, and that this constitutes a binding electronic agreement. We record the version of this Agreement, the date, and the email associated with your acceptance as evidence of consent.
13. Third-party data and attribution
Provotics is built on public research datasets, used under their respective terms and acknowledged here:
- ChEMBL (EMBL-EBI). Drug and mechanism annotations are derived from ChEMBL, made available by the European Bioinformatics Institute under the Creative Commons Attribution-ShareAlike 3.0 licence (CC BY-SA 3.0). We attribute ChEMBL as the source; any redistribution of ChEMBL-derived data carries the same share-alike obligation.
- Public genomics cohorts. Training and benchmarking use open data including TCGA / GDC, cBioPortal, GTEx, the Treehouse Childhood Cancer Initiative, and GDSC / DepMap, each used under its own terms. These sources are acknowledged and are not redistributed through the Service.
Outputs are research artifacts derived from these public sources and are not medical findings. (Data-licensing review with counsel is pending; the ChEMBL share-alike terms in particular should be confirmed before any commercial redistribution.)
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