SynthPlanner Terms of Service

These Terms of Service ("Terms") are an agreement between Ryniant Industries, Inc., a Delaware corporation ("Ryniant", "we", "us"), and the business that uses SynthPlanner ("Customer", "you").

1. Acceptance

1.1 Business use only. SynthPlanner is for businesses, for example pharmaceutical contract research organizations (CROs) and chemistry labs. It is not for personal or household use.

1.2 Agreeing to these Terms. You accept these Terms when you sign an Order Form that refers to them, click to accept them, or use the Service. The person who accepts confirms that they have authority to bind the Customer.

1.3 Signed agreements control. If the Customer has signed a Master Services Agreement or an Order Form with Ryniant, that document controls where it conflicts with these Terms.

1.4 Definitions.

• "Service" means SynthPlanner at https://ryniantclient.us, its API, and related documentation and support.
• "Order Form" means an ordering document signed by both parties that lists the plan, seats, term and fees.
• "User" means a person the Customer allows to use the Service under its account.
• "Inputs" means data the Customer or its Users put into the Service, including molecules and chemical structures, briefs, constraints, chat messages, routes, lab inventory and equipment data, client and request records, quote documents, notebook (ELN) records and uploaded documents.
• "Outputs" means what the Service produces from Inputs, including routes, steps, conditions, quotes, reports and exports.
• "Customer Data" means Inputs and Outputs.
• "Privacy Policy" means Ryniant's privacy policy at https://ryniant.ai/privacy.

2. Accounts and administrator users

2.1 Administrators. The Customer names one or more lab administrators. A lab administrator can add, edit and deactivate Users in the Customer's workspace, reset their passwords and multi-factor authentication (MFA), and sign them out of every session. Lab administrators cannot manage Users outside their own workspace.

2.2 MFA. Administrator accounts must enroll in MFA before they can manage Users.

2.3 One person per account. Each account and seat is for one named person. Users must not share accounts. The Customer may move a seat from a User who no longer needs it to a new User by deactivating the old account. Users must keep their credentials and API keys confidential. Tell us promptly at [email protected] if you suspect unauthorized use.

2.4 API keys. Ryniant issues API keys to a Customer on request. The User who holds a key, or Ryniant, can revoke it.

2.5 Responsibility. The Customer is responsible for what its Users do in the Service.

2.6 Ryniant access. Authorized Ryniant administrators can access the Customer's workspace to operate, support and secure the Service. When a Ryniant administrator reads data in a Customer's workspace, the read is recorded in an audit log and raises an internal alert.

3. Acceptable use

3.1 Prohibited uses. The Customer and its Users must not use the Service to:

• (a) plan or support the synthesis, production, acquisition or transfer of chemical weapons or their precursors, explosives, or controlled substances, except under the licenses and registrations the law requires;
• (b) plan the synthesis of any substance that is illegal for the Customer to make, hold, use or export;
• (c) violate export control, sanctions, controlled-substance or chemical-weapons laws, or give access to the Service to any person or country those laws restrict;
• (d) upload data the Customer has no right to upload, including a client's data without the client's authorization;
• (e) upload health information or other special categories of personal data;
• (f) bypass or test security controls, separation between Customers, rate limits or usage limits, except under a written agreement with Ryniant;
• (g) reverse engineer the Service, scrape it, or use it to build a competing synthesis-planning product;
• (h) resell or sublicense the Service, or share accounts; or
• (i) upload malicious code or overload the Service.

3.2 Screening. The Service screens submitted structures against reference lists of controlled and hazardous substances and sanctions lists. It can block a request, hold it for review, or flag it. A flag is not legal clearance, and the absence of a flag does not mean a synthesis is lawful. Ryniant may report a request to the relevant authorities where the law requires it, or where Ryniant believes in good faith that the request is part of making a chemical weapon or another illegal substance.

3.3 Verify every route before lab use. Outputs are produced by software, including AI models, and can be wrong, incomplete or unsafe. Before any lab work, a qualified chemist must review and verify every route, step, reagent, quantity, condition, hazard and procedure in an Output.

3.4 Outputs are planning aids. Outputs are not safety advice, not regulatory advice (including on manufacturing practice, export classification or controlled-substance status), and not a promise that a reaction will work. Hazard flags support a chemist's own hazard assessment and do not replace it.

3.5 Third-party estimates. Supplier prices, availability and lead times in Outputs come from third-party suppliers or are estimated. They can change and are not offers to sell.

3.6 Enforcement. If Ryniant reasonably believes this section has been breached, it can remove the content involved, block the request, or suspend access under section 8.

4. Customer Data

4.1 Ownership. As between the parties, the Customer owns its Customer Data, including Inputs and Outputs, subject to section 4.5. To the extent Ryniant holds any right in an Output, Ryniant assigns it to the Customer.

4.2 License to operate only. The Customer grants Ryniant a limited, non-exclusive license to host, copy, process, transmit and display Customer Data only to provide, secure and support the Service for the Customer, as described in these Terms and the Privacy Policy. This includes sending Customer Data to the subprocessors listed in the Privacy Policy. Ryniant takes no other right in Customer Data.

4.3 No model training. Ryniant does not use Customer Data to train its models or any model shared with other customers. If the Customer agrees in writing, Ryniant may train a model that is used only for that Customer.

4.4 Personal data. Where Ryniant processes personal data for the Customer, it does so only on the Customer's instructions, as described in these Terms and the Privacy Policy. On request, the parties will sign Ryniant's Data Processing Addendum, which includes the EU Standard Contractual Clauses and the UK Addendum.

4.5 Third-party content in Outputs. Outputs can include content from licensed or public sources, such as reaction conditions, procedure text and patent references from licensed reaction databases, data from the Open Reaction Database (licensed under CC BY-SA 4.0), and literature references. That content stays subject to its owners' rights and license terms, and the Customer's ownership of Outputs does not extend to it.

4.6 Customer responsibilities. The Customer is responsible for having the rights and consents it needs to put Customer Data into the Service, including data that belongs to the Customer's own clients.

4.7 Usage data. Ryniant collects data about how the Service runs, such as logs, performance metrics and feature usage ("Usage Data"), and uses it to operate, secure and improve the Service. Usage Data does not include the content of Customer Data.

4.8 Feedback. If the Customer gives Ryniant suggestions about the Service, Ryniant can use them without obligation.

5. Security, subprocessors and support

5.1 Security. Ryniant protects Customer Data with the measures described in the Privacy Policy and at https://ryniant.ai/security.

5.2 Security incidents. Ryniant will notify the Customer within 72 hours after it becomes aware of a security incident that affects Customer Data. The notice will describe what is known, the data affected and the steps Ryniant is taking.

5.3 Subprocessors. Ryniant lists its subprocessors at https://ryniant.ai/subprocessors. It will give the Customer at least 10 business days' notice before a new subprocessor receives Customer Data. The Customer may object on reasonable data protection grounds within 30 days of the notice. If the parties cannot resolve the objection, the Customer may terminate and receive a refund of prepaid fees for the rest of the term.

5.4 Support. Ryniant provides support by email at [email protected] on business days. Ryniant aims to respond within 1 business day. Ryniant does not commit to an uptime level unless an Order Form says so.

6. Confidentiality

6.1 Confidential Information means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is the Customer's Confidential Information.

6.2 Obligations. The receiving party will use the other party's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will share it only with its employees, contractors and subprocessors who need it and are bound by confidentiality obligations at least as protective as these.

6.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it without restriction, is received from a third party without restriction, or is developed independently.

6.4 Required disclosure. The receiving party may disclose Confidential Information when the law requires it, after giving the other party prompt notice where the law allows.

6.5 Duration. These obligations last during the agreement and for 3 years after it ends. For trade secrets, they last as long as the information remains a trade secret.

7. Fees

7.1 Fees and billing. Fees are per seat per month, in US dollars, as stated in the Order Form. Ryniant invoices monthly in advance. Invoices are due 30 days from the invoice date. Pilot and evaluation terms, including any refund, are as stated in the Order Form.

7.2 Taxes. Fees exclude taxes. The Customer pays applicable taxes other than taxes on Ryniant's income.

7.3 Late payment. Overdue amounts carry a late fee of 1.5% per month, or the highest rate the law allows if that is lower. The Customer does not owe a late fee on an amount it disputes in good faith.

7.4 Price changes. Ryniant may change fees only at renewal, with at least 30 days' notice before the renewal date.

8. Suspension

8.1 Ryniant may suspend some or all access to the Service if:

• (a) an undisputed amount is more than 30 days overdue and Ryniant has given written notice;
• (b) the Customer or a User breaches section 3;
• (c) the Customer's use poses a security risk to the Service or to other customers; or
• (d) the law requires it.

8.2 Ryniant will limit a suspension to what is reasonably needed, give notice where practical, and restore access once the cause is resolved.

9. Term and termination

9.1 Term and renewal. These Terms apply while the Customer uses the Service, for the term in the Order Form. Unless the Order Form says otherwise, each term renews automatically for the same length unless either party gives notice at least 30 days before the term ends.

9.2 Termination for breach. Either party may terminate if the other materially breaches these Terms and does not cure the breach within 30 days after written notice.

9.3 Effect of termination. On termination, access to the Service ends and unpaid fees for the period before termination become due.

9.4 Data export. During the term, and for 30 days after it ends, the Customer may export its Customer Data. The Service exports routes as PDF, DOCX and PPTX files. On request, Ryniant will provide a copy of Customer Data in a structured, machine-readable format.

9.5 Data deletion. Within 30 days after the export period ends, Ryniant deletes Customer Data from its systems and sends the Customer a written deletion certificate. Copies in automated database backups expire within 7 days after deletion.

9.6 Exceptions to deletion.

• Ryniant may keep data the law requires it to keep.
• Request logs expire 30 days after they are written.
• Audit records, which hold user IDs, IP addresses and actions but not Customer Data content, are kept for 3 years.
• Data that Ryniant sent to a subprocessor while providing the Service is kept by that subprocessor under its own terms, as described in the Privacy Policy.

9.7 Survival. Sections 4.5, 4.8, 6, 9.3 to 9.7, 10, 11, 12 and 13 survive termination.

10. Warranty disclaimer

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT THE LAW ALLOWS, RYNIANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. RYNIANT DOES NOT WARRANT THAT OUTPUTS ARE ACCURATE, COMPLETE OR SAFE, THAT ANY ROUTE OR REACTION WILL WORK, OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

11. Limitation of liability

11.1 Excluded damages. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised of the possibility.

11.2 General cap. Each party's total liability under these Terms is limited to the fees the Customer paid or owes Ryniant in the 12 months before the event giving rise to the claim.

11.3 Higher cap for data breaches. For a breach of section 4.4, 5.1, 5.2 or 6, each party's total liability is limited to 5 times the amount in section 11.2.

11.4 No cap. Sections 11.1 to 11.3 do not limit liability for gross negligence or willful misconduct, for indemnity obligations under section 12, or for the Customer's obligation to pay fees.

12. Indemnity

12.1 By the Customer. The Customer will defend Ryniant against third-party claims arising from Customer Data, from a breach of section 3, or from lab work, products or services based on Outputs, and will pay resulting damages, costs and settlements.

12.2 By Ryniant. Ryniant will defend the Customer against third-party claims that the Service, as provided by Ryniant, infringes that third party's intellectual property rights, and will pay resulting damages, costs and settlements. This does not cover claims arising from Customer Data, third-party content described in section 4.5, use in breach of these Terms, or combination with items Ryniant did not provide. If the Service is or may become subject to such a claim, Ryniant may change the Service so it does not infringe, get the right for the Customer to keep using it, or end the Customer's access and refund prepaid fees for the rest of the term.

12.3 Procedure. The indemnified party must notify the other party promptly, give it control of the defense and settlement, and cooperate reasonably. No settlement may impose an obligation on the indemnified party without its consent.

13. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts in Maricopa County, Arizona.

14. Changes to these Terms

Ryniant may change these Terms. It will give Customers at least 30 days' notice of material changes by email or in the Service. Changes apply from the next renewal of the Customer's Order Form unless the Customer agrees earlier. A change does not alter a signed Order Form or Master Services Agreement.

15. General

15.1 Assignment. Neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its assets.

15.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

15.3 Notices. Notices must be in writing and sent to the addresses in the Order Form. Notices to Ryniant go to [email protected] and to the postal address in section 16.

15.4 Publicity. Ryniant may name the Customer as a customer and show its logo on its website and in sales materials. The Customer can withdraw this permission at any time by written notice.

15.5 Entire agreement. These Terms, the Order Form and the Privacy Policy are the entire agreement on their subject. If any provision is unenforceable, the rest remain in effect. A failure to enforce a provision is not a waiver.

15.6 Relationship. The parties are independent contractors. There are no third-party beneficiaries.

16. Contact

Ryniant Industries, Inc., c/o DLA Piper LLP (US), 3203 Hanover Street, Suite 100, Palo Alto, California 94304-1123

Legal notices: [email protected]

Support: [email protected]

Security: [email protected]

Security overview: https://ryniant.ai/security