MIRAEI TERMS OF SERVICE

Last Updated: January 13, 2026

1. Introduction and Acceptance

These Terms of Service ("Agreement") constitute a legally binding agreement between Miraei, AI. ("Miraei," "we," "us," or "our") and the entity or individual ("Customer," "you," or "your") accessing or using the Miraei AI clinical trial intelligence platform (the "Platform" or "Services"). By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to this Agreement.

2. Definitions

"Authorized Users" means employees, contractors, or agents of Customer who are authorized by Customer to access and use the Services under this Agreement.

"Customer Data" means any data, information, or content uploaded, submitted, or otherwise transmitted by Customer or Authorized Users to the Platform.

"Documentation" means the user guides, technical specifications, and other materials provided by Miraei AI describing the functionality and use of the Services.

"Intellectual Property Rights" means patents, copyrights, trademarks, trade secrets, and all other intellectual property and proprietary rights.

"Platform Outputs" means any analytics, insights, reports, or other outputs generated by the Platform based on Customer Data or publicly available clinical trial information.

3. Description of Services

Miraei AI provides a clinical trial intelligence platform that enables biopharma companies and research organizations to access, analyze, and derive insights from clinical trial data. The Services may include data aggregation, competitive intelligence, trial landscape analysis, enrollment forecasting, and other analytical capabilities as described in the applicable Order Form or service description.

4. License Grant and Restrictions

4.1 License to Customer

Subject to the terms and conditions of this Agreement, Miraei AI grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Services solely for Customer's internal business purposes in accordance with the Documentation.

4.2 Restrictions

Customer shall not, and shall not permit any third party to: (a) sublicense, sell, resell, transfer, assign, or distribute the Services or any component thereof; (b) modify, adapt, or create derivative works based on the Services; (c) reverse engineer, disassemble, or decompile the Services or attempt to discover any source code or underlying algorithms; (d) access the Services to build a competitive product or service; (e) use the Services to transmit any malicious code, viruses, or harmful data; (f) interfere with or disrupt the integrity or performance of the Services; or (g) attempt to gain unauthorized access to the Services or related systems.

5. Customer Data and Privacy

5.1 Ownership of Customer Data

As between Miraei AI and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer grants Miraei AI a limited, non-exclusive license to use, process, and display Customer Data solely to provide and improve the Services.

5.2 Data Security

Miraei AI implements and maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Miraei AI's security practices are described in more detail in our Security Documentation, which may be updated from time to time.

5.3 Data Processing

Miraei AI's processing of personal data, if any, is governed by our Data Processing Agreement ("DPA"), which is incorporated by reference. Customer represents and warrants that it has obtained all necessary consents and authorizations for the processing of personal data through the Services.

5.4 Aggregated and De-identified Data

Miraei AI may use aggregated or de-identified data derived from Customer's use of the Services for product improvement, benchmarking, and analytical purposes, provided such data does not identify Customer or any individual.

6. Intellectual Property Rights

6.1 Miraei AI IP

Miraei AI and its licensors retain all right, title, and interest in and to the Services, including all software, algorithms, user interfaces, methodologies, and any enhancements or modifications thereto. Nothing in this Agreement transfers any Intellectual Property Rights to Customer except as expressly stated herein.

6.2 Platform Outputs

Subject to Miraei AI's underlying Intellectual Property Rights, Customer owns all right, title, and interest in Platform Outputs generated specifically from Customer Data. Customer may use Platform Outputs for any lawful business purpose.

6.3 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Miraei AI may use such Feedback without restriction or obligation to Customer.

7. Disclaimers and Limitations

7.1 No Medical or Regulatory Advice

THE SERVICES ARE PROVIDED FOR INFORMATIONAL AND ANALYTICAL PURPOSES ONLY. NOTHING IN THE SERVICES CONSTITUTES MEDICAL ADVICE, CLINICAL RECOMMENDATIONS, OR REGULATORY GUIDANCE. Customer acknowledges that the Services are not intended to replace professional medical judgment, regulatory expertise, or clinical decision-making. All clinical, regulatory, and business decisions based on Platform Outputs remain solely the responsibility of Customer.

7.2 Data Accuracy

While Miraei AI endeavors to provide accurate and current information, Miraei AI does not warrant the accuracy, completeness, or timeliness of clinical trial data aggregated from third-party sources. Customer should independently verify any critical information before relying on it.

7.3 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

8.2 Liability Cap

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO MIRAEI AI DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

9.1 Miraei AI Indemnification

Miraei AI shall defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that the Services, as provided by Miraei AI and used in accordance with this Agreement, infringe any third-party Intellectual Property Rights.

9.2 Customer Indemnification

Customer shall defend, indemnify, and hold harmless Miraei AI from and against any third-party claims arising from: (a) Customer's breach of this Agreement; (b) Customer Data or Customer's use of the Services; or (c) Customer's violation of applicable laws or regulations.

10. Term and Termination

10.1 Term

This Agreement commences on the Effective Date and continues for the Subscription Term specified in the applicable Order Form. Unless terminated earlier, the Agreement will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.

10.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes the subject of bankruptcy, insolvency, or similar proceedings.

10.3 Effect of Termination

Upon termination or expiration: (a) all licenses granted hereunder terminate immediately; (b) Customer shall cease all use of the Services; (c) each party shall return or destroy Confidential Information of the other party; and (d) upon request, Miraei AI will provide Customer with a copy of Customer Data in a standard format within thirty (30) days, after which Miraei AI may delete Customer Data.

11. Confidentiality

Each party agrees to protect the confidential information of the other party using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information shall not be disclosed to third parties except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

12. Compliance and Export Controls

Customer shall comply with all applicable laws and regulations in connection with its use of the Services, including export control laws and regulations. Customer shall not use the Services in any manner that would violate applicable laws.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Los Angeles, California, and each party consents to the personal jurisdiction of such courts.

14. General Provisions

14.1 Entire Agreement

This Agreement, together with all Order Forms and any incorporated documents, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, or representations.

14.2 Amendments

Miraei AI may update these Terms of Service from time to time. Material changes will be communicated to Customer with at least thirty (30) days' notice. Continued use of the Services after such notice constitutes acceptance of the modified terms.

14.3 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14.5 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

14.6 Notices

All notices under this Agreement shall be in writing and delivered by email to the addresses specified in the Order Form or such other address as a party may designate.

15. Contact Information

For questions about these Terms of Service, please contact us at:

Miraei AI

960 W. 7th Street, Suite 4809

Los Angeles, CA, 90017

Email: legal@miraei.com