1. INTRODUCTION

The terms and conditions (“Terms”) for cloud services (“STB Service”) govern Your use of Our website (https://cloud.syntekabio.com and all associated web pages) and all related features and functionalities provided through Syntekabio, Inc.’s (“Syntekabio,” “STB,” “We,” “Us,” or “Our”) platforms (collectively, the “STB Platform”). Please read these Terms carefully before accessing or using the STB Service. These Terms, including any referenced agreements, policies, or documents incorporated by reference (as amended), outline Your rights and obligations when accessing or using the STB Service. Your access or use of the STB Service constitutes Your acceptance of these Terms. Additional service agreements (“Service-Specific Agreement”) may apply based on Your relationship with us or Your use of specific services, such as Platform as a Service (PaaS). These agreements may outline specific terms related to pricing, service levels, or other relevant conditions.

2. MODIFICATIONS AND UPDATES

We reserves the right to modify or amend these Terms from time to time. We will provide You with reasonable notice of any changes by posting the revised Terms on our website, sending an email, or through other electronic means. Changes will become effective as specified in the notice, but generally no earlier than seven (7) days after the notification date. Your continued use of the STB Service following the effective date of any changes constitutes Your acceptance of the revised Terms. If You do not agree to the revised Terms, Your sole remedy is to terminate Your use of Your account (defined below) and the STB Service.

3. ELIGIBILITY

The STB Service is available to (a) individuals who have reached the legal age of majority in their jurisdiction of residence and possess the legal capacity to enter into binding agreement; and/or (b) duly authorized representatives acting on behalf of business entities that are organized and validly existing under the laws of their jurisdiction, granted the legal authority to enter into contracts and permitted to use the STB Service.

4. ACCOUNT CREATING AND ACCESS

4.1. Account Registration.

To use the STB Service, individuals or business entities must first register for an account through the STB Platform. During the account registration process, you will be required to provide accurate and complete information.

4.2. Account Activation.

Upon completion of the registration process, We may verify your information and activate Your account. We reserves the right to refuse account registration or suspend or terminate accounts at its sole discretion, including but not limited to instances of suspected fraud, misrepresentation, or violation of these Terms. Once your account is activated, you can access the STB Service using your registered email address and password. You are responsible for all activities that occur under your account.

4.3. Account Responsibilities.

4.3.1. You are responsible for maintaining the accuracy and completeness of Your account information. You agree to promptly update any changes to your information.

4.3.2. You are responsible for maintaining the confidentiality of your account password. You agree not to share your password with any third party and to notify Syntekabio immediately of any unauthorized access to or use of Your account.

4.3.3. Your account is for Your exclusive use and may not be shared with or transferred to any other person or entity.

4.3.4. If You are registering on behalf of a business entity, You represent and warrant that You have the authority to bind that entity to these Terms.

5. USERS & CLIENTS

5.1. Registered Users.

Anyone who creates an account on the STB Service who can explore the basic features and functionalities of the Service (“Registered User(s)”).

5.2. Clients.

5.2.1. Registered users who have completed a purchase of the STB Service and have access to all its features and functionalities (“Client(s)”). The authorized users are individuals designated by the Clients to access and use the STB Service (“Authorized User(s)”). The Client retains sole responsibility for managing the Authorized Users’ access and use, ensuring their compliance with these Terms, and any damages resulting from improper or unauthorized use of the STB Service.

5.3. Prohibited Activities.

Registered Users shall adhere to all applicable laws, regulations, and these Terms and shall agree to refrain from the following activities:

• (a) Furnishing false or misleading information;
• (b) Unauthorized use of another Client's account or password;
• (c) Altering or modifying information posted by Syntekabio;
• (d) Disseminating false or misleading information;
• (e) Infringing upon Syntekabio's or any third party's intellectual property rights;
• (f) Defaming or making false statements about Syntekabio or any third party;
• (g) Utilizing the STB Service for commercial purposes without obtaining prior written consent from Syntekabio; and/or
• (h) Engaging in any other activity that is unlawful or improper.

5.4. Updating Information.

All Registered Users are responsible for updating their personal information to reflect any changes. Syntekabio shall not be liable for any issues arising from inaccurate or outdated information provided by the Registered Users.

5.5. Notices.

Syntekabio may provide notice to all Registered Users regarding changes to these Terms, service updates, or other important matters by email, in-app message, or by posting a notice on the STB Platform at least seven (7) days in advance. This notice to all Registered Users will also service as notice to all Clients, as Clients are included within the broader category of Registered Users.

5.6. Assignment.

The Clients shall not transfer, assign, or sublicense any rights or obligations under these Terms.

6. STB SERVICES

6.1. General.

The STB Service, developed by Syntekabio, comprise a sophisticated fee-based web platform that accelerates the drug discovery and development process through artificial intelligence and big data analytics. The STB Service provide a comprehensive suite of solutions tailored to meet the diverse needs of researchers, pharmaceutical companies, and institutions in the biopharmaceutical industry.

6.2. Accessing STB Service and Receiving Deliverables.

Once You purchase the STB Service and make the full payment as instructed, You will be granted access and use the STB Service through the STB Platform. After accessing the STB Service, You can input the necessary data, which will be analyzed to generate Your results. These results are delivered to You in the form of a report, visualization, or other output (“Deliverables”).

6.3. Specific Services.

6.3.1. Our SaaS offering is delivered on a pay-per-use basis, meaning you pay a one-time fee each time you access and use the STB Service. There is no ongoing subscription required, You simply pay for each individual use.

6.3.2. Our PaaS offering provides access to the STB Platform and its server equipment, allowing You to deploy. Access to the PaaS is provided exclusively through a Service-Specific Agreement, which outlines the detailed terms and conditions of use, including pricing and service levels. These Terms apply to Your use of the PaaS, but the Service-Specific Agreement will govern the specifics.

6.4. Availability.

We will use commercially reasonable efforts to make the STB Services available 24 hours a day, 7 days a week. However, access may be interrupted or limited due to:

6.4.1. Planned Maintenance: We may schedule planned downtime for maintenance purposes. We will use commercially reasonable efforts to provide the Client Members with at least twenty four (24) hours’ advance notice of any planned maintenance email or website notification.

6.4.2. Unscheduled Downtime: We will take commercially reasonable steps to minimize unscheduled downtime resulting from events such as system failures, network outages, or other unforeseen circumstances.

6.5. Support.

We are committed to providing the Clients with timely and effective support for the STB Service. The following outlines the support services available to the Clients:

6.5.1. Online Portal: A comprehensive online portal accessible at [insert portal URL] provides access to knowledge base articles, FAQs, troubleshooting guides, and a ticketing system for submitting support requests, available 27/7.

6.5.2. Email: The Clients can contact support via email at [insert support email address], available during normal business hours (generally 9:00 AM to 5:00 PM local time) in both New York, US (Eastern Time) and Seoul, Korea (Korea Standard Time).

6.6. Restrictions on Use.

The Clients shall not, directly or indirectly, authorize any third party to:

• (a) attempt to access or derive the source code of the STB Service, except as expressly permitted by applicable law;
• (b) modify or adapt the STB Service;
• (c) use the STB Service to develop competing products or services;
• (d) transfer or sublicense the STB Service to any third party;
• (e) grant unauthorized access to the STB Service;
• (f) transmit unlawful or harmful data through the STB Service;
• (g) alter or remove any trademarks or copyright notices of Syntekabio;
• (h) interfere with security measures or disrupt the performance of the STB Service;
• (i) violate any third-party rights or applicable laws;
• (j) violate any usage restrictions provided by Syntekabio, as published athttps://cloud.syntekabio.com/ ;
• (k) upload ineligible data or data altered to conceal its origin;
• (l) provide unauthorized access to the STB Service; and
• (m) use the STB Service only for the purposes expressly permitted by these Terms.

6.7. Updates and Modifications.

6.7.1. We reserve the right to update the software used in the STB Service and to send notifications or messages to Clients, including but not limited to updates, maintenance, and other relevant information, in order to improve the quality and functionality of the STB Service.

6.7.2. We reserve the right to modify or terminate, in whole or in part, the STB Service for operational, managerial, or technical reasons. We will provide at least seven (7) days’ advance notice of any material changes to the STB Service on the STB Platform.

6.7.3. For termination of the STB Service, We will provide at least thirty (30) days’ advance notice to Clients. In the event of unforeseen circumstances preventing prior notice, We will provide notice as soon as practicable. Except for willful misconduct or gross negligence, Syntekabio shall not be liable for any damages arising from modifications or termination of the STB Service.

6.8. Monitoring and Suspension.

6.8.1. Monitoring and Enforcement: We reserve the right, but are not obligated, to monitor Clients’ use of the STB Service to ensure compliance with these Terms and applicable laws. If we determine, in our sole discretion, that a Client has violated these Terms or engaged in any unauthorized or harmful activity, we may take a range of actions, including but not limited to:

• (a) We may issue warnings to the Client about their behavior;
• (b) We may temporarily or permanently suspend the Client's account and access to the STB Service;
• (c) We may remove any data and content that violates these Terms or is otherwise objectionable;
• (d) We reserve the right to take legal action against the Client to protect our rights and interests; and/or
• (e) We will make reasonable efforts to notify the Client of any action taken against their account, except in cases where we believe doing so would compromise the security or integrity of the STB Service.

6.9. Suspension.

In the event Syntekabio identifies a reason for suspension, the Client will be notified, outlining the reason for suspension and the necessary corrective actions. The suspended Client shall then have fifteen (15) calendar days to address the issue (“Resolution Period”). During this Resolution Period, access to the STB Service may be limited or suspended, but not terminated. Syntekabio will continue to monitor the situation, and if the suspended Client successfully resolves the issue within the Resolution Period, full access will be reinstated.

7. FEES AND PAYMENTS

7.1. Fees.

You agree to pay all fees associated with your use of the STB Service as specified on the STB Platform or in any applicable Service-Specific Agreement. These fees may include one-time charges, recurring subscription fees, depending on the specific services you access.

7.2. Payment.

7.2.1. Methods and Currency: All payments are due in (a) US Dollars, (b) Euros, or (c) Korean Won, as indicated on the STB Platform at the time of purchase. We accept the following payment methods: credit card, debit card or bank transfer.

7.2.2. Payment Due: Payment for one-time charges is due at the time of purchase. Payment for recurring subscription fees is due in advance in advance on a monthly or annually as specified in Your Specific-Service Agreement..

7.2.3. Late Payments: If any payment is not received by the due date, we may:

• (a) Charge a late payment fee as specified on the STB Platform.
• (b) Suspend your access to the STB Service until the outstanding balance is paid in full.
• (c) Terminate your access to the STB Service in accordance with Section 10 (Termination).

7.3. Taxes.

You are responsible for all applicable taxes, duties, and other governmental charges related to your use of the STB Service, except for taxes based on Our net income.

7.4. Refunds.

7.4.1. General Policy: Since the STB Service provides non-tangible, irrevocable digital products, all sales are final, and no refunds will be issued once a product is purchased. .

7.4.2. Exception: Notwithstanding the foregoing, a refund may be issued in the following circumstances:

• (a) Non-Provision of Service: If We fail to provide the STB Service as outlined in these Terms or the applicable Service-Specific Agreement, or if the STB Service is interrupted due to a fault attributable to Us.
• (b) Company Error: If a payment processing error occurs due to a fault attributable to Us.

7.4.3. Subscription Cancel: Pursuant to the applicable Specific-Service Agreement, you may cancel Your subscription during an ongoing billing month, the cancellation will be effective on the next billing date (end of the current billing cycle). You will retain access to the STB Service until that date, and You will not be billed for the subsequent billing cycle. No refunds will be issued for any unused portion of the subscription term.

8. CREDIT

8.1. General.

Credits are a form of virtual points issued by Syntekabio as a reward or incentive for various activities, such as participation in promotions, referrals, or achieving specific milestones (“STB Credits”). The STB Credits are non-transferable, non-refundable, and may be subject to expiration dates or usage restrictions as determined by the Us. You may view Your current STB Credit balance in the “My Page > Credits” section of the STB Platforms.

8.2. Using Credits.

The STB Credits can be applied towards eligible charges for the Services, subject to any specific terms and conditions associated with their issuance. Please note that the STB Credits may not be used for all Services or fees and may have limitations on their applicability.

8.3. Cancellation of Credits.

We reserve the right to modify, suspend, or terminate the STB Credit program, including any associated terms and conditions, at its sole discretion. Any such changes will be communicated to You through the Services, the STB Platform or other appropriate channels. In the event of the membership suspension or the termination of the STB Platform Services, any unused STB Credits will be cancelled.

9. USE OF DATA

9.1. Data Protection.

Pursuant to Our Privacy Policy [Insert Link], We implement and maintain reasonable and appropriate technical and organizational measures to protect Clients’ data (“Client Data”), including any personal data, in accordance with applicable laws and regulations relating to personal data protection. We regularly review and update Our security measures to address evolving threats and vulnerabilities.

9.2. Client Data.

Clients exclusively own all rights, title, and interest, including all intellectual property rights, in their Data, regardless of whether it’s stored or processed through the STB Service.

9.3. Data Transfer.

Our Privacy Policy [insert link] details the Data handling practices, security measures, and how We comply with international data protection standards.

10. INTELLECTUAL PROPERTY

10.1. Ownership Rights.

We retain all ownership and intellectual property rights in the STB Platform and the STB Service (i.e., non-tangible, irrevocable product) as well as any related software, documentation, data, and other materials relating to the STB Platform and STB Service (collectively, “STB Materials”). This includes all intellectual property rights such as copyrights, trademarks, patents, trade secrets, and any other proprietary rights. You acknowledge that the STB Materials are proprietary and contain valuable trade secrets of Syntekabio. You agree not to use, copy, modify, distribute, or create derivative works based on the STB Materials without our express written approval.

10.2. Grant License.

We grant you a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the STB Service solely for your own internal business purposes as expressly permitted in these Terms. This license includes the right to:

• (a) Access and use the STB Service through the STB Platform;
• (b) Input your data into the STB Service for analysis and processing;
• (c) Receive and use the Deliverables generated by the STB Service; and/or
• (d) Download and use any software or materials provided through the STB Service, subject to the license restrictions in these Terms.

10.3. License Restrictions.

This license does not grant You any ownership rights to the STB Materials. You shall not:

• (a) Modify, adapt, translate, or create derivative works based on the STB Service or any STB Materials.
• (b) Reverse engineer, decompile, or disassemble the STB Service or any software included in the STB Materials.
• (c) Rent, lease, lend, sell, redistribute, or sublicense the STB Service or any STB Materials.
• (d) Use the STB Service for any illegal or unauthorized purpose.
• (e) Attempt to circumvent any security measures or access restrictions implemented by the STB Service.
• (f) Use the STB Service in any manner that could damage, disable, overburden, or impair the STB Service or interfere with any other party's use of the STB Service.

10.4. Deliverables Ownership.

Deliverables, the results or outputs, in a form of reports, visualizations, or other results generated by the STB Service, prepared by Syntekabio for Clients (the “Deliverables”) shall be the exclusive property of the Client.

11. TERMINATION

11.1. Termination Notice.

We may terminate Your access to the STB Service at any time, with or without cause, by providing you with at least three (3) days’ prior written notice. We may provide this notice through any of the methods described in Section 5.5, such as email or in-app notification

11.2. Termination Without Notice.

We may also terminate your access to the STB Service immediately and without prior notice in the event of a material breach of these Terms, including but not limited to:

• (a) Violation of our intellectual property rights;
• (b) Unauthorized access or use of the STB Service;
• (c) Sharing your account credentials with unauthorized individuals;
• (d) Engaging in any activity that disrupts or interferes with the STB Service; and/or
• (e) Failure to comply with any applicable laws or regulations.

11.3. After Termination.

Upon termination of your access to the STB Service for any reason:

11.3.1. Deactivation: Your account will be immediately deactivated, preventing any further access to the STB Service.

11.3.2. Outstanding Obligations: Even after termination, You are still responsible for fulfilling any outstanding obligations, such as unpaid fees or other contractual commitments under the Specific-Service Agreement.

11.3.3. Cessation of Use: You must immediately stop using the STB Service and any associated materials.

11.3.4. Return of Proprietary Information: You must destroy or return all confidential and proprietary information you obtained through the STB Service.

11.3.5. Data Retention: Upon termination of your account, we may retain Client Data for a period not exceeding three (3) months solely to the extent necessary to comply with applicable legal and accounting obligations. Following the expiration of such retention period, Client Data shall be deleted in a manner that ensures its irretrievable destruction.

11.3.6. Data Recovery and Access: You acknowledge that data recovery may be possible for a period of three (3) months following account termination. After the expiration of this period, data recovery shall be technically infeasible. You are solely responsible for backing up any data you deem necessary prior to account termination, as access to your data shall be revoked upon termination of your account. We hereby disclaim any and all liability for any loss or damage arising from the deletion of, or inability to recover, your data following account termination, including but not limited to any loss of profits, revenue, or business opportunities.

11.4. Survival.

Certain provisions of these Terms, including but not limited to those pertaining to Section 12 (Confidentiality Obligations) and Section 13 (Limitations of Liability), and (Section 14 Indemnification) shall survive termination and remain in full force and effect.

12. CONFIDENTIALITY OBLIGATIONS

Confidential Information refers to any technical, business, client, or proprietary information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), including business strategies, trade secrets, and client data. During the Term of these Terms and thereafter, the Receiving Party agrees to maintain the confidentiality of all Confidential Information received from the Disclosing Party. The Receiving Party will not use or disclose the Confidential Information except as expressly permitted in this Agreement or with the Disclosing Party’s prior written consent. The Receiving Party will implement reasonable security measures to prevent unauthorized access, duplication, disclosure, or misuse of the Confidential Information. Any disclosure to a third party will be limited to what is necessary to fulfill rights and obligations under these Terms, and such third parties must be bound by confidentiality obligations at least as protective as those in this Agreement. Upon the Disclosing Party's written request, the Receiving Party will return or destroy all tangible copies of the Confidential Information.

13. LIMITATION OF LIABILITY

Our liability under these Terms is strictly limited, and we will not be held responsible for any consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; increased costs, diminished value, or lost business, production, revenues, or profits; loss of goodwill or reputation; issues related to data; or the cost of replacing goods or services, regardless of whether Syntekabio was informed of the possibility of such losses or damages. In no event shall Our total liability to You for any claim arising out of or relating to these Terms or Your use of the STB Service exceed the amount You paid for the specific use of the STB Service that gave rise to the claim.

14. INDEMNIFICATION

14.1.

You agree to defend, indemnify, and hold us harmless from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees and costs of investigation) arising out of or relating to:

• (a) Your use of the STB Service, including any breach of these Terms by you or anyone using your account;
• (b) Your data, content, or other materials submitted to or processed through the STB Service;
• (c) Your negligent or willful misconduct in connection with the STB Service; or
• (d) Your violation of any applicable laws or regulations.

14.2.

You shall promptly notify us of any such claim and cooperate fully with us in the defense thereof. You shall not settle any such claim without our prior written consent, which consent shall not be unreasonably withheld. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you shall not in any event settle any such matter without our written consent.

15. FORCE MAJEURE

15.1. A "Force Majeure Event"

refers to any unforeseeable and unavoidable event beyond Our reasonable control that significantly hinders Our ability to fulfill Our obligations under these Terms. Examples include strikes, lockouts, natural disasters, acts of war or terrorism, utility or network outages, government actions, accidents, fires, pandemics, and other similar events. Syntekabio shall not be held liable or considered in breach of these Terms due to any force majeure event. We will promptly provide written notice to Clients detailing the circumstances of the Force Majeure Event and its anticipated duration.

15.2.

If a Force Majeure Event prevents Us from fulfilling Our obligations for a continuous period exceeding ninety (90) days, either Syntekabio or a Client may terminate the STB Service immediately by providing written notice. In such an event, Syntekabio shall not be liable to the Clients. Any payment for the STB Services already rendered to the Clients shall remain due, even in the event of a Force Majeure Event.

16. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed in accordance with the laws of the Republic of Korea, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the Central District Court of Seoul or the competent courts of the Korean courts.

17. LANGUAGE

The governing language of these Terms is English. In the event of any conflict or inconsistency between the English version of these Terms and any translation, the English version shall prevail. Any translations are provided for convenience only and shall have no legal effect.