onepot CORE Data Access, Confidentiality & Use Terms

1. Acceptance; Binding Agreement

By accessing, downloading, opening, or using any CORE Materials, Recipient agrees to be bound by these onepot CORE Data Access, Confidentiality & Use Terms (the "Agreement"). If you do not agree, do not access/download/use the CORE Materials.

If you accept on behalf of an entity, you represent you have authority to bind that entity.

2. Definitions

2.1 "CORE Materials" means any materials onepot provides relating to onepot CORE, including: the enumerated chemical space dataset (including SMILES/structures, identifiers, annotations, metadata), documentation, instructions, query results, reports, sample files, and any updates or subsets, whether delivered via link, API, file transfer, email, or otherwise.

2.2 "Confidential Information" means (i) the CORE Materials; (ii) any nonpublic information about onepot CORE, including the existence, scope, contents, or access method of the CORE Materials; and (iii) any nonpublic information about onepot's technology, processes, or know-how, including without limitation: reaction templates, building block selection and availability logic, supplier mapping, filtering/feasibility rules, scoring or ML models, model features, protocols, work instructions, automation methods, platform performance, the size, scope, or composition of the CORE enumerated space, and any statistical or structural characteristics of the dataset. For clarity, Recipient may reference high-level statistics or characterizations that onepot has publicly disclosed in marketing materials or press releases.

2.3 "Authorized Users" means Recipient's employees and individual contractors who (i) have a need to know for the Permitted Purpose, (ii) are bound by written confidentiality and use restrictions at least as protective as this Agreement, which agreement shall expressly reference or incorporate the restrictions in Sections 4–7 of these CORE Terms, and (iii) access the CORE Materials only on Recipient's behalf.

2.4 "Permitted Purpose" means Recipient's internal research and evaluation of chemical ideas for Recipient's internal drug discovery R&D, and/or evaluating a commercial relationship with onepot, strictly as authorized under this Agreement and any commercial order form/SOW with onepot.

2.5 "Derived Materials" means any analyses, extracts, selections, subsets, compilations, transformations, annotations, models, benchmarks, or outputs generated from or using the CORE Materials.

2.6 "Restricted Derived Materials" means Derived Materials that (a) contain any material portion of CORE Materials, (b) could reasonably be used to reconstruct or approximate the CORE Materials or onepot's underlying methods, or (c) disclose onepot's nonpublic selection, filtering, ranking, synthesis, or feasibility logic.

2.7 "CORE-derived structure" means any chemical structure identified through access to CORE Materials, even if later synthesized or tested independently by Recipient.

2.8 "Material portion" means a substantial portion of the CORE Materials, including (without limitation) any subset of 10,000 or more compounds or any claim scope reasonably expected to cover 10,000 or more compounds.

2.9 "Model Training" means training, fine-tuning, embedding, representation learning, or similar machine learning processes that use CORE Materials or any Restricted Derived Materials as training data.

3. Limited License

Subject to Recipient's compliance with this Agreement, onepot grants Recipient a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the CORE Materials solely for the Permitted Purpose and solely by Authorized Users.

All rights not expressly granted are reserved by onepot.

4. Confidentiality Obligations (Preserving Trade Secret & Patentability)

4.1 Non-Disclosure. Recipient will hold Confidential Information in strict confidence and will not disclose it to any third party except Authorized Users as permitted herein.

4.2 Care Standard. Recipient will protect Confidential Information using at least the same degree of care it uses to protect its own highly sensitive trade secrets, and no less than a reasonable standard of care. Recipient will implement and maintain administrative, physical, and technical safeguards designed to prevent unauthorized access, copying, or disclosure.

4.3 No Public Disclosure; Patentability. Recipient acknowledges that unauthorized disclosure of the CORE Materials may destroy or impair onepot's trade secret protection and/or patent rights in the United States and internationally. Recipient will not publish, present, or otherwise publicly disclose any Confidential Information without onepot's prior written consent. If Recipient proposes to publish or present materials that Recipient reasonably believes could include or reveal Confidential Information, Recipient will provide onepot a draft at least thirty (30) days in advance. onepot may request reasonable redactions or modifications to remove Confidential Information. Recipient may proceed after implementing such redactions.

4.4 Compelled Disclosure. If Recipient is legally compelled to disclose any Confidential Information, Recipient will (to the extent legally permitted) give onepot prompt written notice and reasonably cooperate (at onepot's expense) to seek confidential treatment/protective order. Recipient will disclose only the minimum required.

4.5 Exclusions. Confidential Information does not include information that Recipient can demonstrate by contemporaneous written records: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to Recipient prior to disclosure by onepot; (c) is independently developed by Recipient without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation.

5. Internal Sharing Controls

5.1 Authorized Users Only. Recipient may provide access to CORE Materials only to Authorized Users. Recipient is responsible for its Authorized Users' compliance.

5.2 No Affiliate Sharing. "Recipient" does not include affiliates, parents, subsidiaries, sister companies, collaborators, or investors unless explicitly permitted in a signed writing by onepot.

5.3 Access Governance. Upon reasonable request, Recipient will provide onepot (confidentially) a list of Authorized Users who have had access, and a high-level description of safeguards used to protect the CORE Materials.

5.4 Service Providers. Recipient may provide Confidential Information to its third-party service providers solely as necessary to exercise its rights under this Agreement (e.g., cloud hosting, IT security, backup, legal counsel), provided such providers are bound by confidentiality obligations at least as protective as this Agreement. Recipient remains responsible for their compliance.

6. Prohibited Uses (No Sharing; No Reverse Engineering)

Recipient will not, and will not permit any third party to:

6.1 Distribute or Make Available. Sell, sublicense, share, rent, lease, lend, disclose, publish, transfer, or otherwise make CORE Materials available to any person or entity except Authorized Users as expressly permitted.

6.2 Public Posting / Deposits. Upload or deposit CORE Materials (or Restricted Derived Materials) to any public or third-party repository, model hub, database, benchmark suite, or collaboration platform accessible beyond Authorized Users.

6.3 Reverse Engineering / Reconstruction. Reverse engineer, decompile, disassemble, or otherwise attempt to derive, infer, reconstruct, or discover any nonpublic aspects of onepot CORE or onepot's platform, including (without limitation) reaction sets/templates, building block lists and availability sourcing, supplier mappings, feasibility filters, scoring functions, ML model parameters/features, protocols, or internal rules.

6.4 Build a Substitute or Competing Product. Use the CORE Materials to develop, train, validate, or commercialize any dataset, model, workflow, or service that is competitive with or a substitute for onepot CORE or onepot's platform, or that is intended to replicate/approximate onepot's selection, enumeration, ranking, or feasibility capabilities.

6.5 Benchmark Publication Without Consent. Publish or disclose any benchmark, comparison, or performance evaluation of the CORE Materials or onepot's technology without onepot's prior written consent.

6.6 Remove Notices. Remove, obscure, or alter any proprietary notices, watermarks, labels, or legends in the CORE Materials.

6.7 Circumvent Access Controls. Circumvent or attempt to circumvent access controls, rate limits, tracking, watermarking, or other security measures.

6.8 No Model Training. Engage in Model Training (as defined in Section 2.9) using the CORE Materials or any Restricted Derived Materials. For the avoidance of doubt, this prohibition applies even if such Model Training is conducted solely for Recipient's internal research. Recipient acknowledges that using the CORE Materials to build or improve a model that replicates or approximates onepot's proprietary logic constitutes a material breach of this Agreement. For clarity, inference-only use of CORE Materials (e.g., molecular docking, scoring, property prediction) is permitted for the Permitted Purpose, provided such use does not upload the dataset to a third party and does not enable reconstruction of the CORE Materials.

6.9 No External AI/LLM Upload. Upload, provide, or transmit CORE Materials or Restricted Derived Materials to any third-party generative AI system, LLM service, or external data processing service that is not expressly authorized in writing by onepot, including for summarization, embedding, or analysis.

7. Treatment of Derived Materials

7.1 Recipient's Internal Work Product. Recipient may create Derived Materials internally for the Permitted Purpose.

7.2 Restricted Derived Materials Are Confidential. Restricted Derived Materials are Confidential Information and are subject to the same protections and restrictions as the CORE Materials.

7.3 Permitted Disclosures of Recipient Results. Recipient may disclose internally (to Authorized Users) its own scientific conclusions, experimental results, and high-level summaries that do not include CORE Materials and do not enable reconstruction of CORE Materials or onepot's methods. If Recipient is uncertain whether a proposed disclosure could enable reconstruction, Recipient will provide onepot the proposed disclosure reasonably in advance, and the parties will cooperate in good faith to resolve the issue.

8. Ownership; No IP Transfer

8.1 onepot Ownership. As between the parties, onepot owns and retains all right, title, and interest in and to the CORE Materials and all improvements/updates thereto, and all related IP and trade secrets.

8.2 Recipient Ownership. Recipient retains ownership of Recipient's pre-existing IP and Recipient's independent inventions not derived from Confidential Information.

8.3 No Implied Rights. No license or rights are granted by implication, estoppel, or otherwise.

9. Patent Filings; Recipient Inventions Permitted; No "Space Capture"

9.1 Recipient Inventions. Recipient may file and prosecute patent applications covering Recipient's inventions conceived and reduced to practice by or for Recipient in the course of the Permitted Purpose ("Recipient Inventions"), including claims directed to specific compounds, compositions, methods of use, or related improvements, even if identified using the CORE Materials.

9.2 No Disclosure of onepot Confidential Know-How. Recipient will not include in any patent or other IP filing any Confidential Information relating to onepot's nonpublic methods, processes, or know-how (including reaction sets/templates, building block sourcing/availability logic, supplier mapping, feasibility filters, scoring functions, ML models/features, protocols, or internal rules) without onepot's prior written consent.

9.3 Structures Permitted; Dataset Not Permitted. Recipient may disclose in a patent filing the chemical structure(s) and supporting data necessary to describe and enable the claimed Recipient Invention. For clarity, this permission does not allow disclosure of the CORE Materials as a dataset, catalog, or library, nor disclosure of large extracts or compilations of CORE Materials.

9.4 No "Space Capture" Claims. Recipient will not file or prosecute any patent application (nor assist any third party to do so) that is primarily directed to, claims, or has the primary purpose or effect of claiming, covering, or appropriating: (a) the CORE Materials (in whole or in part) as a dataset, library, or catalog; (b) any selection/enumeration/filtering/ranking methodology derived from the CORE Materials that would enable reconstruction or approximation of the CORE Materials or onepot's underlying methods; or (c) any genus/Markush or other claim scope that would reasonably be expected to encompass a Material portion of the CORE enumerated space as constituted at the time of filing.

9.5 Notice Trigger. If Recipient intends to file an application that (i) discloses more than 100 distinct CORE-derived structures as examples, or (ii) includes a claim scope reasonably expected to cover 10,000 or more compounds, or (iii) that Recipient reasonably believes may implicate Section 9.4, Recipient will provide onepot at least thirty (30) days' advance written notice and, upon request, a copy solely for the limited purpose of identifying Confidential Information that must be removed under Section 9.2 (not to block Recipient's filing).

10. Term; Return/Destruction

10.1 Term. This Agreement begins on the Effective Date and continues until terminated by onepot upon written notice (including notice by disabling access) or until superseded by a signed agreement governing the same subject matter.

10.2 Survival. Confidentiality and use restrictions survive termination for (i) 5 years from termination for non-trade secret Confidential Information, and (ii) as long as such information remains a trade secret under applicable law for trade secret information.

10.3 Return/Destruction. Upon termination or upon onepot's request, Recipient will promptly (a) return or securely destroy all CORE Materials and Restricted Derived Materials in its possession or control, including copies and cached versions, except that routine archival backups not readily accessible will be purged in accordance with Recipient's normal retention schedules, and (b) certify destruction in writing within ten (10) business days of request.

11. Security Incident Notification

Recipient will promptly (and in any event within 72 hours) notify onepot in writing of any unauthorized access, disclosure, or security incident involving CORE Materials or Restricted Derived Materials, and will reasonably cooperate to remediate and prevent recurrence.

12. Disclaimers

THE CORE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." ONEPOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR THAT USE OF THE CORE MATERIALS WILL PRODUCE ANY PARTICULAR RESULTS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ONEPOT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS/REVENUE/DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CORE MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY. ONEPOT'S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNT PAID BY RECIPIENT TO ONEPOT FOR ACCESS TO THE CORE MATERIALS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR, IF NONE, $1,000).

14. Injunctive Relief; Suspension; Audit

14.1 Injunctive Relief. Recipient agrees that any breach of Sections 4–7 (Confidentiality/Restrictions) would cause irreparable harm for which monetary damages are inadequate, and onepot will be entitled to seek injunctive relief in addition to any other remedies.

14.2 Suspension. onepot may immediately suspend Recipient's access to CORE Materials upon reasonable suspicion of a material breach of this Agreement, pending investigation. onepot will promptly notify Recipient of any such suspension and the reasons therefor.

14.3 Audit. Upon reasonable written request, Recipient will provide a written certification of compliance. onepot may audit only following a suspected breach or security incident, upon reasonable written notice, and Recipient will permit onepot or its designated representative to audit Recipient's compliance with this Agreement, subject to reasonable confidentiality protections and conducted during normal business hours.

15. Governing Law; Venue

This Agreement is governed by the laws of the State of California (excluding conflict of law rules). The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California for any dispute arising out of this Agreement.

16. Miscellaneous

16.1 Assignment. Recipient may not assign or transfer this Agreement without onepot's prior written consent.

16.2 Severability. If any provision is unenforceable, the remainder remains in effect.

16.3 Entire Agreement. This Agreement is the entire agreement regarding CORE Materials unless the parties sign a superseding written agreement.

16.4 No Waiver. Failure to enforce is not a waiver.

16.5 Order of Precedence. If there is an executed Order Form/SOW with different terms, the Order Form/SOW controls for the conflict.