TermsofService

1. Acceptance of terms

These Terms of Service ("Terms") govern your access to and use of the website vecentra.ai and the services provided by Vecentra Pty Ltd (ACN 697 965 138) ("Vecentra", "we", "us", or "our"), including our integrated AI drug discovery platform (collectively, the "Services").

By accessing our website or using our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree, you must not use the Services.

2. Description of the Services

Vecentra provides computational drug discovery tools that evaluate and generate candidate molecules across multiple dimensions, including binding, selectivity, cytotoxicity, safety, gene expression, and ADMET. The platform produces predictions, rankings, generated structures, and reports based on machine-learning models.

The Services are made available for research and development purposes. We may add, modify, suspend, or discontinue features at any time. Specific commercial engagements may be governed by a separate master services agreement, statement of work, or order form, which prevails over these Terms to the extent of any inconsistency.

3. Research use only — no clinical reliance

Outputs of the Services are predictions and computational estimates intended for research use only. They are not medical advice, not a substitute for laboratory or clinical validation, and are not approved or validated for diagnosis, treatment, or any therapeutic decision-making.

• You are responsible for independently verifying any output before relying on it, including through appropriate experimental, regulatory, and safety review.
• Vecentra does not warrant that any generated or evaluated compound is safe, effective, novel, patentable, or free from third-party rights.
• You must not use the Services to make decisions affecting patient care or to substitute for required regulatory processes.

4. Acceptable use

You agree not to:

• Use the Services for any unlawful purpose, or to design, develop, or facilitate chemical, biological, or other weapons, or any harmful, toxic, or controlled substances in violation of applicable law.
• Attempt to reverse engineer, decompile, scrape, or extract the underlying models, datasets, or source code, except to the extent permitted by law.
• Interfere with, disrupt, or compromise the integrity or security of the Services or any associated systems.
• Submit data you do not have the right to share, or that infringes the rights of any third party.
• Resell, sublicense, or provide access to the Services to third parties without our written consent.

5. Intellectual property

The Services, including all software, models, content, branding, and documentation, are owned by Vecentra or its licensors and are protected by intellectual-property laws. Except for the limited right to use the Services as set out in these Terms, no rights are granted to you.

As between you and Vecentra, you retain ownership of the research inputs you submit (such as your proprietary compounds and target data). Subject to any separate written agreement, you own the specific output reports we deliver to you for your internal research use. We retain all rights in our platform, models, and any improvements derived from aggregated and de-identified usage that does not disclose your confidential inputs.

6. Confidentiality

Each party may receive confidential information from the other. The receiving party will use confidential information only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and advisors who need to know and are bound by confidentiality obligations. Research data and compound structures you submit are treated as your confidential information. Where a separate non-disclosure or data processing agreement applies, its terms govern.

7. Fees and payment

Access to certain Services may require payment of fees set out in an applicable order form or statement of work. Unless stated otherwise, fees are exclusive of taxes, are non-refundable, and are payable in accordance with the agreed terms. We may suspend Services for non-payment after reasonable notice.

8. Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement.

We do not warrant that the Services will be uninterrupted, error-free, or that predictions will be accurate or complete. Nothing in these Terms excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot lawfully be excluded under the Australian Consumer Law or other applicable law.

9. Limitation of liability

To the maximum extent permitted by law, Vecentra will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or relating to your use of the Services.

To the extent we are liable, our total aggregate liability arising out of or relating to the Services is limited to the amount you paid to Vecentra for the Services in the twelve (12) months preceding the event giving rise to the claim, or, where no fees were paid, to AUD $100. Where liability cannot be excluded but can be limited, our liability is limited to re-supplying the Services or paying the cost of having them re-supplied.

10. Indemnity

You agree to indemnify and hold harmless Vecentra and its officers, employees, and agents from any claims, losses, liabilities, and expenses (including reasonable legal fees) arising from your breach of these Terms, your misuse of the Services, or your use of any output in violation of applicable law.

11. Term and termination

These Terms apply for as long as you use the Services. We may suspend or terminate your access if you breach these Terms or if we reasonably believe your use poses a risk to the Services or others. Provisions that by their nature should survive termination — including intellectual property, confidentiality, disclaimers, limitation of liability, and indemnity — will continue to apply.

12. Governing law

These Terms are governed by the laws of Queensland, Australia, and the Commonwealth of Australia. You submit to the non-exclusive jurisdiction of the courts of Queensland and the courts competent to hear appeals from them.

13. Changes to these Terms

We may update these Terms from time to time. The current version will always be available on this page with its effective date. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

14. Contact us

Questions about these Terms can be directed to:

• Vecentra Pty Ltd (ACN 697 965 138)
• Email: [email protected]
• Address: 4 Starling St, Burleigh Heads QLD 4220, Australia