Terms of Service

1. Definitions

In these Terms, the following definitions apply:

• "AISCKOP Technologies" (also "we", "us", "our") means AISCKOP Technologies Ltd, a company registered in England & Wales.
• "Platform" means the website at aisckop.com, all subdomains, APIs, the Foundry engine, and associated services.
• "User" (also "you", "Licensee") means any individual or entity accessing or using the Platform.
• "API Key" means the unique credential issued for authenticated access.
• "Foundry" means the unified intelligence engine comprising Discover, Map, and Predict modes.
• "Background IP" means all intellectual property owned by either party before the commencement of this agreement, including but not limited to: trade secrets, algorithms, proprietary databases, training methodologies, software architectures, and pre-existing patents.
• "Foreground IP" means any new intellectual property, discovery, invention, process, method, or derivative work created or conceived during the use of the Platform, including strain-metabolite correlations, novel pathways, predictive models, or process optimisations.
• "Platform IP" means all Background IP belonging to AISCKOP Technologies, including the Foundry engine, query algorithms, autonomous harvest systems, model weights, and all improvements thereto.
• "Commercialization" means any sale, license, manufacture, or exploitation of Foreground IP for monetary or strategic value, including but not limited to product launch, patent filing, trade secret licensing, or incorporation into commercial processes.

2. Acceptance of Terms

By creating an account, generating an API key, or otherwise using the Platform, you confirm that:

1. You are at least 18 years of age or have legal capacity to enter binding contracts.
2. You have read, understood, and agree to these Terms and our Privacy Policy.
3. If you are using the Platform on behalf of an organisation, you have authority to bind that organisation.
4. You acknowledge that the Platform is a specialised research and intelligence tool, and that outputs require independent scientific verification.

3. Account Registration & API Keys

3.1 Key Generation

Keys are issued on a tiered basis:

• Free Tier: 1,000 queries per day, 30-day expiry, standard rate limits.
• Enterprise Tier: Custom quotas, SLA guarantees, dedicated infrastructure, and governed by a separate Enterprise Agreement.

3.2 Key Security

You are solely responsible for maintaining the confidentiality of your API key. Any activity conducted using your key is deemed authorised by you. Report suspected compromise immediately to security@aisckop.com.

3.3 Suspension & Revocation

We reserve the right to suspend or revoke any API key without notice if we detect abuse, excessive automated querying, circumvention of rate limits, or use for prohibited purposes.

4. Service Description & Disclaimer

The Platform provides computational intelligence for fermentation science, biotechnology, and related verticals. All outputs are generated by algorithmic models and are provided for informational and research purposes only. They do not constitute professional scientific, medical, or regulatory advice. You must independently verify all results before making operational or commercial decisions.

5. Intellectual Property — The Core Framework

5.1 Platform IP — Our Background IP

All Platform IP remains the exclusive, irrevocable property of AISCKOP Technologies. This includes:

• The Foundry engine, query algorithms, and all underlying software.
• Autonomous harvest systems, data pipelines, and model architectures.
• All improvements, modifications, or derivatives of the Platform made by us or suggested by your usage data.
• Trademarks, trade names, logos, and brand assets.
• All aggregated, anonymised datasets derived from platform usage (e.g., correlation patterns, query trends, model performance metrics).

You receive a limited, non-exclusive, non-transferable, revocable licence to access the Platform solely for your internal research and development. You may not reverse engineer, decompile, scrape, or systematically extract the Platform's underlying logic.

5.2 Your Input Data — Your Background IP

You retain ownership of all data, queries, proprietary strain information, and internal process parameters that you submit to the Platform ("Your Inputs"). By submitting Your Inputs, you grant AISCKOP Technologies a perpetual, irrevocable, worldwide, royalty-free licence to:

• Process Your Inputs solely to provide the requested services.
• Use anonymised, aggregated patterns from Your Inputs to improve Platform models, provided such use does not reveal your identity or proprietary specifics.
• Defend against legal claims and comply with regulatory obligations.

5.3 Foreground IP — The Discovery Clause

This is the most important clause for users generating novel insights through the Platform.

5.3.1 Ownership of Foreground IP

Any Foreground IP — including novel strain-metabolite correlations, optimised fermentation pathways, predictive risk models, or process innovations — generated or conceived through use of the Platform shall be owned as follows:

• Joint Ownership: Foreground IP is owned jointly by you and AISCKOP Technologies, with each party holding an undivided equal interest, unless otherwise agreed in a signed Enterprise Agreement.
• Assignment Option: Alternatively, you may elect to own Foreground IP outright, subject to the royalty and licence-back obligations in Sections 5.4 and 5.5 below. This election must be made in writing within 30 days of discovery.

5.3.2 Invention Disclosure Obligation

You must disclose any potentially patentable invention, novel discovery, or commercially valuable Foreground IP to AISCKOP Technologies within 60 days of its creation or identification. Disclosure must be sent to ip@aisckop.com and include:

• A description of the discovery and how the Platform contributed to it.
• The specific query parameters, modes, and datasets used.
• Your intended commercialization plan, if any.

Failure to disclose within 60 days constitutes a material breach of these Terms and may result in key revocation and legal action.

5.3.3 Right of First Negotiation (ROFN)

Before filing any patent, registering any trade secret, or licensing any Foreground IP to a third party, you must first offer AISCKOP Technologies the right to negotiate an exclusive or co-exclusive licence on fair and reasonable terms. This ROFN period lasts 45 days from disclosure. If we decline or fail to agree within 45 days, you may proceed with third-party commercialization, subject to the royalty obligations in Section 5.4.

5.4 Royalty Obligations — The 20% Foundry Fee

If you commercialize any Foreground IP — whether through product sales, licensing, patent monetisation, or incorporation into commercial processes — you agree to pay AISCKOP Technologies a royalty of 20% (twenty percent) of all Net Revenue attributable to that Foreground IP.

5.4.1 Definition of Net Revenue

"Net Revenue" means the gross revenue received from the commercialization of Foreground IP, less only: (a) taxes, (b) third-party manufacturing costs directly tied to the specific product, and (c) reasonable patent filing and maintenance fees. No other deductions are permitted without written consent.

5.4.2 Reporting & Payment

You must provide quarterly royalty reports within 30 days of each quarter-end, detailing:

• Units sold, licences granted, or processes deployed.
• Gross revenue and calculation of Net Revenue.
• Any sublicensing income.

Payment must accompany each report. If quarterly royalties exceed £10,000, monthly reporting and payment is required.

5.4.3 Audit Rights

AISCKOP Technologies reserves the right to audit your books and records related to the commercialization of Foreground IP once per calendar year, with 30 days' notice, at our expense (unless the audit reveals an underpayment of 5% or more, in which case you bear all audit costs including reasonable legal fees).

5.5 Licence-Back to AISCKOP Technologies

Regardless of Foreground IP ownership, you hereby grant AISCKOP Technologies a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to:

• Use, reproduce, modify, and display any Foreground IP for the purpose of improving the Platform, training models, and creating case studies (with your identity anonymised unless you consent).
• Develop competing or complementary products based on aggregated patterns derived from Foreground IP, provided such products do not reveal your specific proprietary data.
• Sublicense the above rights to our service providers and academic research partners.

5.6 Improvements to the Platform

Any suggestion, feedback, or feature request you provide becomes the property of AISCKOP Technologies without compensation. If your use of the Platform leads to an improvement in our algorithms, models, or infrastructure — even if incidental — such improvements belong exclusively to us.

5.7 Moral Rights & Attribution

To the extent permitted by law, you waive all moral rights in any Foreground IP submitted to or generated through the Platform. AISCKOP Technologies is not required to credit you in any public use of aggregated or derivative data, though we may choose to do so.

5.8 Non-Circumvention & Non-Competition

You may not:

• Use the Platform to develop, train, or improve a competing product, service, or algorithm.
• Systematically extract Platform outputs to build a standalone database or model that replicates the Foundry's functionality.
• Remove, obscure, or alter any attribution marks, watermarks, or metadata embedded in Platform outputs.
• Use the Platform on behalf of a third party without our prior written consent and a signed Enterprise Agreement.

Violation of this Section 5.8 entitles AISCKOP Technologies to immediate termination, injunctive relief, and damages including all legal costs.

5.9 Patent Indemnification

You indemnify and hold harmless AISCKOP Technologies against any third-party claim that your use of the Platform, your Inputs, or your commercialization of Foreground IP infringes any patent, copyright, trade secret, or other intellectual property right. We indemnify you against claims that the Platform itself (unmodified) infringes third-party IP, subject to your prompt notice and cooperation.

6. Prohibited Uses

You may not use the Platform to:

• Develop, test, or deploy biological weapons, toxins, or dual-use pathogens.
• Violate the Biological Weapons Convention (BWC) or UK anti-terrorism legislation.
• Scrape, harvest, or systematically extract data to build a competing product (see Section 5.8).
• Interfere with or disrupt Platform infrastructure, security, or availability.
• Process personal data of third parties without lawful GDPR basis.
• Conceal the origin of Platform-generated outputs or represent them as entirely independent discoveries.

7. Data & Privacy

Our collection and use of personal data is governed by our Privacy Policy and, where applicable, our Data Processing Agreement (DPA). By using the Platform, you consent to the processing described therein.

8. Payment & Billing

8.1 Free Tier

Provided at no cost for 30 days from key generation. No payment card required.

8.2 Enterprise

Billed according to the signed Enterprise Agreement. Invoices issued monthly in GBP. Late payments incur interest at 4% above the Bank of England base rate.

8.3 Refunds

All fees are non-refundable except where required by UK consumer protection law.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• We provide the Platform "as is" and "as available" without warranties of any kind.
• We are not liable for indirect, incidental, special, consequential, or punitive damages.
• Our total liability for any claim shall not exceed the amount you paid us in the 12 months preceding the claim, or £100 if you used the Free Tier.
• We are not responsible for the accuracy of third-party data sources (PubMed, weather APIs, etc.).
• Nothing in these Terms limits liability for fraud, death, personal injury, or any other liability that cannot be excluded under English law.

10. Termination

We may terminate or suspend your access immediately for any breach of these Terms. Upon termination:

• Your API key is revoked and all access ceases.
• Outstanding Enterprise fees remain due.
• Your obligations under Sections 5 (IP), 9 (Liability), 11 (Governing Law), and 12 (Survival) continue indefinitely.
• We may retain and use all anonymised data and aggregated insights derived from your usage.

11. Governing Law & Jurisdiction

These Terms are governed by the laws of England and Wales. Any dispute shall be subject to the exclusive jurisdiction of the courts of England and Wales. You waive any objection to venue in those courts.

12. Changes to Terms

We may update these Terms at any time. Material changes will be notified by email and by posting the revised Terms with an updated "Last updated" date. Continued use after changes constitutes acceptance. If you do not agree to material changes, you must cease using the Platform immediately.

13. Severability & Entire Agreement

If any provision of these Terms is found unenforceable, the remaining provisions continue in full effect. These Terms constitute the entire agreement between you and AISCKOP Technologies regarding the Platform, superseding all prior agreements.

14. Contact

For questions about these Terms, contact:

AISCKOP Technologies Ltd
IP & Legal Affairs: ip@aisckop.com
General Counsel: legal@aisckop.com
Registered in England & Wales