Terms of Service

1. Acceptance of Terms

By accessing or using the Myndlayer platform, website, APIs, or any related services (collectively, the “Services”), you (“User” or “you”) agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must immediately discontinue use of the Services. These Terms constitute a legally binding agreement between you and Myndlayer, Inc. (“Myndlayer,” “we,” “us,” or “our”).

2. Description of Services

Myndlayer provides an AI-powered research and document intelligence platform designed for pharmaceutical, biotech, and life sciences professionals. The Services include, but are not limited to, document ingestion, natural language querying, citation-grounded answer generation, agent-based research workflows, and integrations with third-party data sources. The Services are intended for professional and commercial use only and are not directed at consumers.

3. Eligibility and Account Registration

You must be at least 18 years of age and have the legal authority to enter into these Terms on behalf of yourself or the organization you represent. By registering for an account, you represent and warrant that all information you provide is accurate, current, and complete.

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Myndlayer immediately of any unauthorized use of your account.

5. User Responsibilities and Acceptable Use

You agree that you will not use the Services to:

• Violate any applicable local, state, national, or international law or regulation;
• Upload or transmit content that infringes any third-party intellectual property rights;
• Attempt to gain unauthorized access to any portion of the Services or related systems;
• Reverse engineer, decompile, or disassemble any component of the Services;
• Use the Services to develop competing products or services;
• Transmit malware, viruses, or any other malicious code;
• Engage in data scraping, crawling, or automated querying beyond permitted API usage;
• Misrepresent your identity or affiliation with any person or organization.

6. Data Ownership and License

You retain all ownership rights to the data, documents, and content you upload to the Services (“User Content”). By submitting User Content, you grant Myndlayer a limited, non-exclusive, royalty-free license to process, store, and analyze your User Content solely for the purpose of providing the Services to you.

Myndlayer will not sell, share, or use your User Content to train general-purpose AI models without your explicit written consent. Aggregated, de-identified usage data may be used to improve the Services.

7. AI-Generated Content Disclaimer

The Services use artificial intelligence and large language models to generate research summaries, citations, and analytical outputs. AI-generated content may contain errors, omissions, or inaccuracies. All outputs are provided for informational purposes only and do not constitute medical, legal, financial, regulatory, or professional advice.

You are solely responsible for independently verifying any AI-generated output before relying on it for business, clinical, regulatory, or investment decisions. Myndlayer expressly disclaims liability for any decisions made based on AI-generated content.

8. Intellectual Property

All rights, title, and interest in and to the Services, including all software, algorithms, models, interfaces, documentation, and branding, are and shall remain the exclusive property of Myndlayer and its licensors. Nothing in these Terms grants you any right to use Myndlayer’s trademarks, logos, or proprietary marks without prior written consent.

9. Fees and Payment

Access to certain features of the Services may require payment of subscription fees or usage-based charges as described in the applicable order form or pricing page. All fees are non-refundable except as expressly stated in a separate written agreement.

Myndlayer reserves the right to modify pricing at any time with at least 30 days’ prior written notice. Continued use of the Services after a price change constitutes your acceptance of the new pricing.

10. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MYNDLAYER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MYNDLAYER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES, EVEN IF MYNDLAYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MYNDLAYER’S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO MYNDLAYER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13. Indemnification

You agree to indemnify, defend, and hold harmless Myndlayer and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with: (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any applicable law or the rights of any third party.

14. Termination

Myndlayer reserves the right to suspend or terminate your access to the Services at any time, with or without cause or notice, including for violation of these Terms. Upon termination, your right to use the Services will immediately cease.

Sections 4, 7, 8, 11, 12, 13, 15, and 16 shall survive any termination or expiration of these Terms.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

Class Action Waiver: You agree that any arbitration or proceeding shall be limited to the dispute between you and Myndlayer individually. To the fullest extent permitted by law, you waive the right to participate in a class action lawsuit or class-wide arbitration.

16. Changes to These Terms

Myndlayer reserves the right to modify these Terms at any time. We will provide notice of material changes by updating the “Last Updated” date at the top of this page and, where appropriate, by sending an email notification. Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms.

17. Miscellaneous

These Terms, together with the Privacy Policy and any applicable order forms or DPAs, constitute the entire agreement between you and Myndlayer with respect to the Services and supersede all prior agreements. If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Myndlayer’s failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. You may not assign your rights or obligations under these Terms without Myndlayer’s prior written consent.

18. Contact Information

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