Terms of Use

Last updated March 17, 2026

These Terms of Use ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and iollo, inc., a Delaware corporation ("iollo," "we," "us," or "our"), governing your access to and use of the Quinn Platform, including the Quinn Platform dashboard, website, any subdomains, and all associated online properties and applications operated by iollo (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service. If you are accessing or using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity.

Relationship to Master Agreements. These Terms govern your access to and use of the Service, including the Quinn Platform dashboard, whether you access the Service under a trial, evaluation, demonstration, or free-access arrangement, or under a separately executed Master Agreement and applicable Order Form(s) (an "MSA"). If you or your organization have executed an MSA with iollo, the MSA governs the commercial relationship, and these Terms govern your use of the Service interface and dashboard. In the event of any conflict between these Terms and an executed MSA, the MSA shall control with respect to the subject matter of the MSA.

1. Definitions

1.1. "Content" means all text, graphics, images, data, sample outputs, reports, analyses, visualizations, software, code, documentation, whitepapers, case studies, platform outputs, and other materials made available on or through the Service by iollo.

1.2. "Intellectual Property Rights" means all intellectual property rights worldwide, including without limitation: (i) patents, patent applications, patent disclosures, and inventions (whether patentable or not); (ii) trademarks, service marks, trade names, and trade dress, together with all goodwill associated therewith; (iii) copyrights and copyrightable works; (iv) trade secrets, know-how, and confidential information; and (v) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights.

1.3. "iollo Materials" means all methodologies, software, analytical models, algorithms, templates, tools, systems, inventions, know-how, trade secrets, techniques, and any other technologies or materials owned or developed by iollo, and any modifications, improvements, or derivatives thereof.

1.4. "MSA" means any Master Agreement and associated Order Form(s) separately executed by iollo and a client governing the commercial terms of Quinn Platform analytical services.

1.5. "Quinn Platform" or "Platform" means iollo's proprietary artificial intelligence-driven analytical platform for biological and clinical data analysis, target or indication discovery, trial-design analytics, and related computational biology services.

1.6. "Service" means the Quinn Platform dashboard, the Quinn Platform website, any Quinn-branded subdomains, and all associated online properties, applications, interfaces, and features operated by iollo in connection with the Quinn Platform, whether accessed via web browser, API, or other means.

1.7. "User Content" means all data, information, text, queries, feedback, suggestions, inquiries, messages, files, and other materials submitted, uploaded, posted, or transmitted by you to or through the Service, including through the dashboard interface, contact forms, or other interactive elements.

1.8. "User Data" means data you submit to the Service for processing or analysis that is not governed by an executed MSA. If you or your organization have executed an MSA with iollo, data submitted through the Service in connection with that MSA is "Client Data" as defined in the MSA and is governed by the MSA, not these Terms.

2. Description of the Service

2.1. The Service provides access to the Quinn Platform dashboard and associated features, including informational content about the Quinn Platform's capabilities, use cases, and analytical services, as well as interactive platform functionality that iollo may make available from time to time.

2.2. Access tiers. Access to the Service is provided at different levels depending on your arrangement with iollo:

(a) Evaluation Access. iollo may, at its sole discretion, provide access to the Service or selected features for evaluation, trial, or demonstration purposes without a separately executed MSA. Such access is governed exclusively by these Terms and any separately executed confidentiality agreement, is provided "as is" without any service level commitments, and may be limited in scope, duration, or functionality as determined by iollo. iollo may terminate Evaluation Access at any time, for any reason, without prior notice or liability. See Section 5 for additional terms.

(b) MSA-Governed Access. If you or your organization have executed an MSA with iollo, the commercial terms of your use of the Quinn Platform are governed by the MSA and applicable Order Form. These Terms govern your use of the Service interface and dashboard features in connection with that MSA.

2.3. The Quinn Platform operates on a usage-based consumption model. All commercial terms are set forth in the applicable MSA and Order Form. Any descriptions of Platform capabilities, pricing, features, or analytical methodologies displayed on the Service are for general informational purposes only, are subject to change without notice, and do not constitute a binding offer, warranty, or representation.

2.4. iollo reserves the right, in its sole discretion, to modify, update, suspend, or discontinue the Service or any aspect thereof, at any time, with or without notice to you. iollo will use commercially reasonable efforts to provide advance notice of material changes to the Service that may affect your use of the Platform, but shall have no liability to you or any third party for any modification, suspension, or discontinuance.

3. Eligibility

3.1. You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, to access or use the Service. By using the Service, you represent and warrant that you meet this requirement.

3.2. If you are accessing the Service on behalf of a company or other legal entity, you represent and warrant that you are duly authorized to accept these Terms on behalf of that entity and to bind that entity to these Terms.

4. Account Registration and Security

4.1. Account required. Access to the Quinn Platform dashboard and authenticated features of the Service requires an account. Accounts are provisioned by iollo or by your organization's administrator; there is no self-registration. Upon receiving your account credentials, you are required to complete account setup (including setting a password and providing your name) before accessing the dashboard. You agree to provide accurate, current, and complete information and to update such information to keep it accurate, current, and complete.

4.2. Account security. You are solely responsible for maintaining the confidentiality of your account credentials, including your password. You are responsible for all activities that occur under your account, whether or not authorized by you. You must immediately notify iollo at security@iollo.com of any unauthorized use of your account or any other breach of security.

4.3. Individual accounts. Each account is for a single individual. You may not share your account credentials with any other person. If your organization requires multiple users to access the Service, each user must create their own account. iollo reserves the right to monitor account usage patterns and may suspend accounts that appear to be shared or used by multiple individuals.

4.4. Authorized users. If your organization has executed an MSA, the number and scope of authorized users may be specified in the MSA or Order Form. You shall ensure that only authorized individuals within your organization access the Service using credentials associated with your organization's account.

4.5. Suspension and termination. iollo may refuse, suspend, or terminate any account at its sole discretion, at any time, with or without cause and with or without prior notice. If you have an executed MSA, account suspension or termination will be handled in accordance with the MSA's suspension and termination provisions. iollo shall have no liability to you or any third party for any account refusal, suspension, or termination, except as expressly provided in an executed MSA.

5. Evaluation Access

5.1. Scope. If iollo provides you with access to the Service or any portion thereof without an executed MSA -- whether for trial, evaluation, demonstration, or other pre-commercial purposes -- such access ("Evaluation Access") is provided solely for your internal evaluation of the Quinn Platform and is subject to these Terms. iollo may, at its sole discretion, enable access to different features of the Service, including pre-loaded case studies, sample results, or other platform capabilities. The specific features available to you are determined by iollo in its sole discretion and may change at any time without notice. Evaluation Access does not include any right to commercial platform services unless expressly specified by iollo in writing.

5.2. Ownership of evaluation outputs. All outputs generated by the Quinn Platform during Evaluation Access -- including without limitation preliminary scopes, plans, analyses, visualizations, and any other materials produced by the Platform in response to your inputs -- are and shall remain the exclusive property of iollo, including all Intellectual Property Rights therein ("Evaluation Outputs"). You may review and discuss Evaluation Outputs within the Service during your Evaluation Access period, but you may not copy, download, extract, distribute, or use Evaluation Outputs outside the Service without iollo's prior written consent. You may not use Evaluation Outputs, or the substance thereof, as specifications, work instructions, or the basis for requests for proposals provided to any third party for the purpose of replicating or substituting for the Service. For clarity, ownership and licensing of outputs generated under an executed MSA are governed by the MSA.

5.3. Duration and limitations. Evaluation Access is provided for the period specified by iollo, or if no period is specified, for a period of thirty (30) days from account activation. iollo may extend, shorten, or terminate Evaluation Access at any time, at its sole discretion, with or without notice.

5.4. No service level commitments. Evaluation Access is provided "as is" and "as available." iollo makes no commitments regarding availability, uptime, performance, support, or data retention during any evaluation period.

5.5. Data handling at end of evaluation. Upon expiration or termination of Evaluation Access, iollo may delete any User Data and User Content associated with your account without further notice. Evaluation Outputs remain iollo's property and may be retained or deleted at iollo's discretion. If you wish to retain any of your own data, you must export it prior to the end of the evaluation period. iollo has no obligation to retain, return, or migrate evaluation data.

5.6. Transition to contracted access. If you wish to continue using the Quinn Platform beyond the evaluation period or to obtain commercial platform services, you must execute an MSA and applicable Order Form with iollo. Evaluation Access does not create any obligation on iollo to offer, negotiate, or execute an MSA.

5.7. Separate confidentiality agreements. If you and iollo have executed a separate confidentiality or non-disclosure agreement, the terms of that agreement apply to any information designated as confidential thereunder. To the extent of any conflict between these Terms and such agreement regarding confidentiality obligations, that agreement shall control. For clarity, the execution of a separate confidentiality agreement does not modify iollo's ownership of Evaluation Outputs under Section 5.2, except to the extent such agreement expressly provides otherwise.

6. Intellectual Property

6.1. iollo Ownership. As between you and iollo, iollo exclusively owns all right, title, and interest in and to the Quinn Platform, the Service, all Content, all iollo Materials, and all associated Intellectual Property Rights, including without limitation all methodologies, algorithms, models, workflows, scoring systems, statistical frameworks, software, trade secrets, and know-how. Nothing in these Terms shall be construed to transfer or grant any ownership rights in any of the foregoing to you. iollo expressly reserves all rights not expressly granted herein.

6.2. Limited License. Subject to your compliance with these Terms, iollo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your authorized purposes: (a) for users with an executed MSA, the purposes set forth in the MSA; (b) for Evaluation Access users, internal evaluation of the Quinn Platform only. In all cases, you may not: (i) copy, reproduce, modify, adapt, translate, or create derivative works of any Content or iollo Materials; (ii) distribute, display, publish, transmit, broadcast, or otherwise make available any Content to any third party, except as expressly permitted by the MSA; (iii) sell, resell, license, sublicense, or commercially exploit any Content or any aspect of the Service; (iv) use any data mining, robots, scraping, or similar data-gathering or extraction methods on the Service; or (v) use the Service for any purpose not expressly permitted by these Terms or the applicable MSA.

6.3. Trademarks. "iollo," "Quinn," "Quinn Platform," and all associated logos, product names, service names, trade names, and trade dress are trademarks or registered trademarks of iollo (collectively, "iollo Marks"). You may not use any iollo Marks without iollo's prior written consent. All other trademarks appearing on the Service are the property of their respective owners.

6.4. Feedback. If you provide iollo with any suggestions, ideas, enhancement requests, recommendations, feedback, or other input regarding the Service, the Quinn Platform, or iollo's services (collectively, "Feedback"), you hereby grant iollo a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, fully sublicensable (through multiple tiers), transferable license to use, reproduce, modify, adapt, create derivative works of, distribute, display, perform, and otherwise exploit such Feedback for any purpose, without any obligation or compensation to you. iollo shall not publicly attribute such Feedback to you or your organization without your prior consent. You represent and warrant that you have the right to grant this license.

6.5. Residuals. iollo and its personnel may retain and use general ideas, concepts, know-how, methodologies, and techniques acquired or developed in the course of providing the Service or interacting with you, provided that such use does not disclose your Confidential Information (as that term may be defined in any applicable MSA) or incorporate your proprietary data.

7. User Content, User Data, and Submissions

7.1. Ownership. You retain ownership of your User Content and User Data. However, by submitting User Content or User Data to the Service, you grant iollo the licenses described in this Section 7.

7.2. User Content license. By submitting, posting, or transmitting User Content to or through the Service, you grant iollo a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, fully sublicensable (through multiple tiers), transferable license to use, reproduce, modify, adapt, create derivative works of, distribute, display, perform, and otherwise exploit such User Content for any lawful business purpose, including improving the Service and iollo's products and services.

7.3. User Data license (Evaluation Access users). If you do not have an executed MSA, you grant iollo a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, copy, process, analyze, and create derivative works of your User Data for any lawful business purpose, including providing the Service, product development, research, analytics, and improving iollo's products and services. If you and iollo have executed a separate confidentiality or non-disclosure agreement, iollo's use of your User Data that constitutes confidential information under that agreement is subject to the terms of that agreement. Upon expiration or termination of your access, iollo may delete User Data in accordance with Section 5.5.

7.4. User Data (MSA clients). If you or your organization have executed an MSA, data submitted through the Service in connection with the MSA constitutes "Client Data" under the MSA, and the MSA governs all rights, licenses, processing obligations, and restrictions with respect to such data. These Terms do not modify or limit the protections afforded to Client Data under the MSA.

7.5. Representations. You represent and warrant that: (a) you own or have the necessary rights, licenses, consents, and permissions to submit your User Content and User Data and to grant the licenses set forth in this Section 7; (b) your User Content and User Data do not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other rights; (c) your User Content and User Data do not violate any applicable law or regulation; and (d) your User Content and User Data do not contain any viruses, malware, or other harmful code.

7.6. No monitoring obligation. iollo has no obligation to monitor, review, or edit User Content or User Data, but reserves the right to remove, modify, or refuse to process any User Content or User Data at its sole discretion and without notice. iollo assumes no liability for any User Content or User Data submitted by you or any third party.

8. Prohibited Conduct

You agree that you will not, and will not permit any third party to:

(a) access or attempt to access any systems, servers, networks, or data associated with the Service or the Quinn Platform through any unauthorized means;

(b) use any automated means, including robots, crawlers, scrapers, or data-mining tools, to access, collect, or extract data from the Service, unless expressly permitted by iollo in writing;

(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, data models, or architecture of the Service, the Quinn Platform, or any associated software, services, or iollo Materials;

(d) conduct, publish, or disclose to any third party any benchmarking, competitive analysis, or comparative testing of the Quinn Platform or its outputs without iollo's prior written consent;

(e) use information, Content, outputs, or materials obtained from the Service to build, develop, improve, train, market, or operate any product, service, platform, pipeline, or offering that competes with the Quinn Platform, the Service, or any of iollo's analytical services, including without limitation any computational biology pipeline, target discovery platform, or AI-driven analytical service;

(f) interfere with or disrupt the operation, integrity, or performance of the Service, the Quinn Platform, or any associated systems, servers, or networks;

(g) circumvent, disable, or otherwise interfere with any security features, access controls, authentication mechanisms, metering mechanisms, or usage restrictions on the Service or the Platform;

(h) share, transfer, or disclose your account credentials to any other person, or permit any other person to access the Service using your credentials;

(i) access or use the Service to process data or perform analyses that are outside the scope authorized by your MSA or, for Evaluation Access users, outside the scope of the evaluation as determined by iollo;

(j) impersonate any person or entity, or misrepresent your affiliation with any person or entity;

(k) upload, transmit, or distribute any viruses, worms, trojan horses, ransomware, or other malicious code or programs;

(l) violate any applicable local, state, national, or international law or regulation, including without limitation U.S. export control laws, anti-corruption laws, and sanctions regulations; or

(m) encourage, assist, or enable any third party to engage in any of the foregoing activities.

9. Research-Only Use Disclaimer

9.1. All Content and outputs available through the Service, including without limitation any analytical outputs, results, reports, visualizations, rankings, scores, demonstrations, and informational materials, are provided for research and internal decision-support purposes only.

9.2. Content and outputs from the Service are not intended to be, and shall not be used as: (a) a medical or diagnostic device; (b) a basis for diagnosing, treating, curing, mitigating, or preventing any disease or medical condition; (c) a substitute for professional medical, clinical, regulatory, or scientific judgment; or (d) the sole basis for any clinical, regulatory, or commercial decision.

9.3. You are solely responsible for all clinical, regulatory, and commercial decisions, and for independently validating any hypotheses, targets, indications, biomarkers, or analytical conclusions using appropriate experimental, clinical, and regulatory processes.

9.4. iollo does not warrant that any analytical output, result, or information will be accurate, complete, current, or sufficient for your particular purposes, or that use of the Service will produce any particular result.

10. Service Availability

10.1. iollo will use commercially reasonable efforts to make the Service available, but does not guarantee uninterrupted, error-free, or continuous access. The Service may be subject to scheduled and unscheduled maintenance, updates, and downtime.

10.2. If you have an executed MSA that includes service level commitments or support terms, those commitments govern and supersede this Section 10 to the extent of any conflict.

10.3. iollo is not liable for any unavailability, interruption, delay, or degradation of the Service, except as expressly provided in an executed MSA.

11. Third-Party Services and Links

11.1. The Service may contain links to, or integrations with, third-party websites, services, applications, or content ("Third-Party Services"). iollo does not own, control, endorse, or assume any responsibility for any Third-Party Services, and your use of Third-Party Services is at your own risk and subject to their respective terms and privacy policies.

11.2. Third-party processing. Certain features of the Service rely on third-party service providers. When you use the Service, your inputs and content may be transmitted to and processed by such providers. You should not submit sensitive personal information, trade secrets, or data not authorized for third-party processing through the Service. iollo selects providers that maintain appropriate security and confidentiality practices but is not responsible for the processing of data by such providers beyond the configuration iollo controls.

11.3. iollo's data handling commitments with respect to third-party services used in connection with Platform analytical capabilities are set forth in the applicable MSA or, for Evaluation Access users, in these Terms and the Privacy Policy.

11.4. iollo shall not be liable, directly or indirectly, for any damage, loss, or liability caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Services.

12. Disclaimers

THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IOLLO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION:

(a) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT;

(b) ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE;

(c) ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(d) ANY WARRANTY THAT ANY CONTENT, INFORMATION, ANALYTICAL OUTPUTS, RESULTS, OR DATA AVAILABLE THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE; AND

(e) ANY WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE OR SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IOLLO DOES NOT WARRANT THAT USE OF THE SERVICE WILL PRODUCE ANY PARTICULAR RESULTS OR THAT ANY CONTENT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM IOLLO OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. IF YOU HAVE AN EXECUTED MSA, THE WARRANTIES IN THE MSA (IF ANY) APPLY TO THE SERVICES DESCRIBED IN THE MSA AND ARE NOT MODIFIED BY THIS SECTION.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(a) EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT SHALL IOLLO OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE OR ANY CONTENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE) AND EVEN IF IOLLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) LIABILITY CAP. THE TOTAL CUMULATIVE LIABILITY OF IOLLO AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (USD $100). IF YOU HAVE AN EXECUTED MSA, CLAIMS ARISING UNDER OR RELATING TO THE MSA ARE SUBJECT TO THE LIABILITY CAP AND LIMITATIONS SET FORTH IN THE MSA, NOT THIS SECTION. THIS SECTION 13 GOVERNS LIABILITY ARISING FROM YOUR USE OF THE SERVICE INTERFACE, DASHBOARD, AND FEATURES TO THE EXTENT NOT GOVERNED BY THE MSA.

(c) BASIS OF THE BARGAIN. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND IOLLO. IOLLO WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.

(d) APPLICABILITY. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE LIMITATIONS SET FORTH ABOVE SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14. Indemnification

You agree to defend, indemnify, and hold harmless iollo, its affiliates, and their respective officers, directors, employees, agents, licensors, and service providers (collectively, "iollo Indemnitees") from and against any and all third-party claims, demands, suits, or proceedings, and all related damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) your User Content or User Data;

(b) your violation of these Terms;

(d) your violation or infringement of any third-party right, including any intellectual property right, privacy right, publicity right, or contractual right; or

(e) any dispute between you and any third party relating to the Service or Content.

iollo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with iollo's defense of such claim. You shall not settle any claim without iollo's prior written consent. If you have an executed MSA, the indemnification provisions of the MSA apply to claims arising under the MSA.

15. Governing Law and Dispute Resolution

15.1. Governing Law. These Terms and any disputes arising out of or relating to these Terms or the Service shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

15.2. Binding Arbitration. Except as set forth in Section 15.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, or the breach, termination, enforcement, interpretation, or validity thereof (a "Dispute"), shall be finally settled by binding arbitration administered by JAMS (or its successor) in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single arbitrator with experience in technology and life-sciences transactions, shall take place in Wilmington, Delaware (or virtually, if agreed by the parties), and shall be conducted in English. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available in court. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

15.3. Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND IOLLO EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST IOLLO. If any court or arbitrator determines that this class action waiver is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision in Section 15.2 shall be deemed null and void in its entirety, and the parties shall be deemed to have not agreed to arbitrate disputes.

15.4. Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND IOLLO EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

15.5. Injunctive Relief. Notwithstanding Sections 15.2 through 15.4, iollo may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain any actual or threatened breach of Section 6 (Intellectual Property) or Section 8 (Prohibited Conduct), without the requirement of posting bond or other security.

15.6. Time Limitation. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after such claim or cause of action accrued, or be forever barred.

15.7. Costs. Each party shall bear its own costs and expenses in any arbitration proceeding, except that the parties shall share equally the fees and expenses of the arbitrator and the arbitration administrative fees, unless the arbitrator determines otherwise in the award.

16. Modifications to Terms

16.1. iollo reserves the right to modify, amend, or update these Terms at any time, in its sole discretion, by posting the revised Terms on the Service with an updated "Last Updated" date. For material changes, iollo will use reasonable efforts to provide notice through the Service, by email, or by other reasonable means.

16.2. Your continued access to or use of the Service after any such modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, your sole and exclusive remedy is to discontinue your use of the Service.

16.3. It is your responsibility to review these Terms periodically for changes. No amendment to or modification of these Terms by you shall be effective unless agreed to in writing by an authorized representative of iollo.

17. Termination and Suspension

17.1. iollo may, in its sole discretion, suspend or terminate your access to or use of the Service (or any part thereof), at any time, for any reason or no reason, with or without notice. If you have an executed MSA, termination and suspension of Platform services are governed by the MSA; this Section 17 governs suspension or termination of access to the Service interface and dashboard.

17.2. You may discontinue your use of the Service at any time. If you wish to close your account, contact support@iollo.com.

17.3. Upon any termination or suspension: (a) all licenses and rights granted to you under these Terms shall immediately cease; (b) you must promptly cease all use of the Service and Content; (c) iollo may delete User Data associated with your account in accordance with the applicable data handling provisions (Section 5.5 for Evaluation Access users; MSA for MSA clients); and (d) any provisions of these Terms that by their nature should survive termination shall survive, including without limitation Sections 1 (Definitions), 6 (Intellectual Property), 7 (User Content, User Data, and Submissions), 8 (Prohibited Conduct), 9 (Research-Only Use Disclaimer), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15 (Governing Law and Dispute Resolution), and 19 (General Provisions).

18. Export Controls and Compliance

18.1. You shall comply with all applicable U.S. and foreign export control laws and regulations, including the U.S. Export Administration Regulations and sanctions programs administered by the Office of Foreign Assets Control. You shall not export, re-export, or transfer, directly or indirectly, any Content, data, or technical information obtained from the Service to any prohibited destination, entity, or person without the required export licenses or governmental authorizations.

18.2. You represent and warrant that you are not located in, organized under the laws of, or a resident or national of any country or territory that is the subject of comprehensive U.S. sanctions, and that you are not designated on any U.S. government list of prohibited or restricted parties.

18.3. You shall not, directly or indirectly, offer, pay, promise to pay, or authorize the payment of any money or anything of value to any government official or any other person for the purpose of influencing any act or decision to obtain or retain business or any improper advantage in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, or any other applicable anti-corruption law.

19. General Provisions

19.1. Entire Agreement. These Terms, together with the Privacy Policy and any other policies or guidelines posted on the Service, constitute the entire agreement between you and iollo with respect to your use of the Service, and supersede all prior or contemporaneous agreements, understandings, representations, and communications, whether oral or written, relating to the Service. For clarity, these Terms do not modify, amend, or supersede any executed MSA between you (or your organization) and iollo; commercial platform terms are governed by the MSA.

19.2. Severability. If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties.

19.3. Waiver. No failure or delay by iollo in exercising any right, power, or remedy under these Terms shall constitute a waiver of that right, power, or remedy. No waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of iollo.

19.4. Assignment. You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without iollo's prior written consent. iollo may freely assign or transfer these Terms, in whole or in part, without your consent, including to any affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void.

19.5. Force Majeure. iollo shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, pandemics, epidemics, government actions, material outages or service degradations of cloud infrastructure providers or telecommunications networks, cyberattacks, or interruptions in Internet services.

19.6. Independent Parties. Nothing in these Terms shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between you and iollo. Neither party has any authority to bind the other or to incur any obligation on behalf of the other.

19.7. Notices. iollo may provide notices to you by posting them on the Service, by email, through in-dashboard notifications, or by any other reasonable means. You agree that such electronic notices satisfy any legal requirement that notices be in writing. Notices to iollo must be sent by email to legal@iollo.com or by mail to iollo, inc., 2261 Market Street, #4822, San Francisco, CA 94114, Attn: Legal Department.

19.8. Construction. The headings and section titles in these Terms are for convenience only and shall not affect their interpretation. The words "include," "includes," and "including" shall be deemed to be followed by "without limitation." These Terms shall be construed without regard to any presumption or rule requiring construction against the party causing them to be drafted. The English language version of these Terms shall control in all respects, and all communications and notices relating to these Terms shall be in English.

19.9. No Third-Party Beneficiaries. These Terms are for the sole benefit of you and iollo, and nothing herein shall be construed to confer any rights or benefits on any third party, except for the iollo Indemnitees identified in Section 14.

20. Contact Information

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

iollo, inc. 2261 Market Street, #4822 San Francisco, CA 94114 Email: legal@iollo.com

These Terms of Use are effective as of the "Last Updated" date set forth above.