Terms of Service

These Terms of Service (these “Terms”) govern access to and use of the website located at daikon.ai and any successor or related site (the “Site”), and access to and use of the Daikon software platform and related services (the “Platform”), each made available by Daikon Corp., a Delaware corporation (“Daikon,” “we,” “us” or “our”).

By accessing the Site or the Platform, you agree to these Terms. If you do not agree, do not access or use the Site or the Platform.

Please read Section 11 (Disclaimers), Section 12 (Limitation of Liability) and Section 16 (Governing Law; Jury Waiver) carefully. They limit our liability to you and affect how disputes are resolved.

1. Who These Terms Apply To.

(a) Site Visitors. These Terms apply to anyone who visits or uses the Site, whether or not that person has any other relationship with Daikon.

(b) Platform Users. The Platform is enterprise software made available only to organizations that have entered into a written master services agreement, subscription agreement or equivalent written contract with Daikon (each, a “Master Agreement”), and to the individual users those organizations authorize (“Authorized Users”). If you are an Authorized User, these Terms apply to you personally, in addition to the Master Agreement between Daikon and your organization (your “Organization”).

(c) No Public Registration. The Platform is not available for public sign-up, self-service purchase or individual subscription. Nothing in these Terms grants any person a right to access the Platform. Access is provisioned solely by Daikon at the direction of an Organization under a Master Agreement.

2. Relationship to Other Agreements.

(a) The Master Agreement Controls. If a Master Agreement governs your Organization’s use of the Platform, that Master Agreement, together with any order form, statement of work, data processing addendum or other executed document under it, controls in the event of any conflict or inconsistency with these Terms with respect to the subject matter it addresses. These Terms supplement, and do not amend, limit or supersede, any Master Agreement.

(b) No New Commercial Terms. These Terms do not create, modify or extend any subscription, license, service level, fee, payment, data-processing, security or indemnity obligation. Those matters are governed exclusively by the applicable Master Agreement.

(c) Where No Master Agreement Exists. If you access the Site or the Platform and no Master Agreement applies to you, these Terms govern that access in full.

3. Use of the Site.

(a) Permitted Use. We grant you a limited, revocable, non-exclusive, non-transferable right to access and view the Site and its publicly available content for your own informational and business purposes.

(b) Site Content Is Informational Only. Content on the Site — including product descriptions, white papers, articles, podcast episodes, webinars, benchmarks, case studies and other materials (collectively, “Site Content”) — is provided for general information only. It is not regulatory, legal, medical, scientific or professional advice, is not a representation or warranty about the Platform, and does not form part of any agreement between us. Do not rely on Site Content as the basis for any regulatory, quality, manufacturing or patient-safety decision.

(c) Forward-Looking Statements. Site Content may describe planned or anticipated features. Such statements are not commitments. We may change our product roadmap at any time, and no purchasing decision should be made in reliance on any future functionality that is not expressly committed in a Master Agreement.

(d) Prohibited Site Conduct. You will not: (i) scrape, crawl, harvest or use automated means to extract Site Content except as permitted by our robots.txt; (ii) use the Site to transmit unlawful, infringing, defamatory or malicious material; (iii) attempt to gain unauthorized access to the Site or any related system; (iv) interfere with the operation, integrity or security of the Site; (v) misrepresent your identity or affiliation; or (vi) use the Site in violation of applicable law.

4. Platform Access and Accounts.

(a) Provisioning. Your Organization determines who may access the Platform, what permissions each Authorized User holds, and when access is revoked. We act on your Organization’s instructions with respect to account provisioning and may suspend or remove your access at your Organization’s direction without notice to you.

(b) Credentials. Access credentials are personal to you and may not be shared, transferred or used by anyone else. You are responsible for maintaining the confidentiality of your credentials and for all activity occurring under your account. Notify us and your Organization immediately at security@daikon.ai if you believe your credentials have been compromised.

(c) Your Organization’s Oversight. Your Organization controls the data in its Platform environment and may access, monitor, export, retain or delete that data, including records of your activity, in accordance with its own policies and the Master Agreement. Questions about your Organization’s use of such information should be directed to your Organization.

(d) Accuracy. You will provide accurate information when accessing the Platform and keep it current.

5. Acceptable Use of the Platform.

You will not, and will not attempt to:

(a) copy, modify, translate or create derivative works of the Platform or its documentation;

(b) reverse engineer, decompile, disassemble or otherwise seek to derive the source code, model weights, architecture, training data or underlying algorithms of the Platform, except to the extent this restriction is prohibited by applicable law;

(c) rent, lease, lend, sell, sublicense, distribute, time-share or make the Platform available to any person who is not an Authorized User;

(d) use the Platform, or any output of the Platform, to develop, train, fine-tune, evaluate or benchmark any product or service that competes with the Platform, or to build a substantially similar or replacement product;

(e) publish or disclose any performance, benchmark or evaluation results concerning the Platform without our prior written consent;

(f) circumvent or disable any usage limit, access control, security feature or authentication mechanism;

(g) introduce malicious code, conduct penetration testing or vulnerability scanning, or take any action that impairs the availability, integrity or security of the Platform or any other customer’s environment;

(h) access or attempt to access any data, environment or account belonging to another organization or to another user;

(i) upload personal data, protected health information, patient-identifiable clinical data, individual case safety report content, payment card data or government-classified information, except where your Organization’s Master Agreement expressly permits it; or

(j) use the Platform in violation of applicable law or in a manner inconsistent with its documentation.

We may investigate suspected violations and may suspend access pending investigation. We will notify your Organization of material violations.

6. Artificial Intelligence; Human Review.

(a) How the Platform Works. The Platform uses machine learning and generative artificial intelligence to produce classifications, summaries, drafted narratives, recommendations, scores and other content (“Output”). These technologies are probabilistic. Identical or similar inputs may produce different Output. Output may be incomplete, inaccurate, or unsuited to a particular purpose, and similar Output may be generated for other organizations.

(b) Output Is Decision Support Only. Output is not a decision, a determination, or a regulatory record. You must apply qualified human review to all Output before relying on it. Do not use Output as the sole basis for any regulatory submission, batch disposition, product quality decision, patient safety determination, deviation closure or other GxP decision. Your Organization — not Daikon — remains solely responsible and accountable for every such decision and for all records and submissions arising from it.

(c) Not a Medical Device. The Platform is not a medical device, is not intended to diagnose, treat, cure or prevent any disease, and has not been cleared or approved by the FDA or any other regulatory authority. Daikon is not a regulatory, legal, medical or quality advisor.

(d) Validation. Your Organization is responsible for qualifying and validating the Platform for its intended use within its own validated environment and quality system, including user acceptance testing and periodic review.

(e) Third-Party Models. The Platform may incorporate models and services provided by third parties. We contract with such providers on terms that prohibit the use of customer data to train their models.

7. Intellectual Property.

(a) Our Rights. The Site, the Platform, the Site Content and all software, models, model weights, parameters, embeddings, prompts, ontologies, algorithms, architectures, methodologies, know-how, templates, documentation, designs, text, graphics and other materials made available through them are owned by Daikon or its licensors and are protected by copyright, trademark, trade secret and other intellectual property laws. All rights not expressly granted are reserved.

(b) Trademarks. “Daikon,” the Daikon logo and our other marks are trademarks of Daikon Corp. You may not use them without our prior written consent, except to refer factually to Daikon or its products.

(c) Your Organization’s Data. As between Daikon and your Organization, your Organization retains ownership of the data it submits to the Platform. Our rights and obligations with respect to that data are set out in the applicable Master Agreement and any data processing addendum, not in these Terms.

(d) Feedback. If you send us suggestions, ideas, enhancement requests or other feedback about the Site or the Platform, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use and exploit that feedback for any purpose, without restriction, attribution or compensation. Please do not send us any information you consider confidential through a public channel.

8. Confidentiality of the Platform.

The Platform, its non-public features, its documentation, its security documentation and any non-public performance information are our confidential information. You will not disclose them to any third party and will use them only in connection with your authorized use of the Platform. This Section does not limit any confidentiality obligation in a Master Agreement.

9. Privacy.

Our Privacy Policy describes how we handle personal information collected through the Site and in connection with Platform accounts. Personal data that your Organization submits to the Platform is processed under the Master Agreement and any applicable data processing addendum, under your Organization’s instructions. Direct questions about your Organization’s data practices to your Organization.

10. Third-Party Content and Links.

The Site and the Platform may link to or incorporate third-party websites, content, products or services. We do not control and are not responsible for them, and a link is not an endorsement. Your use of any third-party service is governed by that third party’s terms.

11. DISCLAIMERS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SITE CONTENT, THE PLATFORM AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. DAIKON AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

WE DO NOT WARRANT THAT THE SITE OR THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE AGAINST ALL THREATS, THAT DEFECTS WILL BE CORRECTED, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY REGULATORY, QUALITY OR OTHER PURPOSE.

Nothing in this Section limits any express warranty given to your Organization in a Master Agreement, which applies on its own terms.

12. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DAIKON WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE PLATFORM OR ANY OUTPUT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DAIKON’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). WHERE A MASTER AGREEMENT GOVERNS THE MATTER IN QUESTION, THE LIMITATION OF LIABILITY IN THAT MASTER AGREEMENT APPLIES INSTEAD OF THIS SECTION.

Some jurisdictions do not allow certain limitations of liability, so parts of this Section may not apply to you. These limitations are an essential basis of the bargain between us and apply even if a limited remedy fails of its essential purpose.

13. Indemnity.

If you are accessing the Site or the Platform other than as an Authorized User acting within the scope of a Master Agreement, you will defend, indemnify and hold harmless Daikon and its officers, directors and employees from and against any claim, loss, damage, liability and expense (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms, your misuse of the Site or the Platform, or your violation of applicable law or the rights of any third party.

14. Suspension and Termination.

(a) By Us. We may suspend or terminate your access to the Site or the Platform at any time, with or without notice, if we reasonably believe you have violated these Terms, if your Organization directs us to do so, if your Organization’s Master Agreement expires or terminates, or if suspension is necessary to protect the Site, the Platform or any user.

(b) Effect. On termination, your right to access the Site and the Platform ceases immediately. Sections 2, 5, 6, 7, 8, 11, 12, 13, 16 and 17 survive. Termination of your individual access does not affect your Organization’s Master Agreement.

15. Changes to These Terms.

We may update these Terms from time to time. The current version is always posted at daikon.ai/terms with the Last Updated date shown above. Changes take effect when posted, except that material changes affecting Authorized Users take effect thirty (30) days after posting. Your continued use of the Site or the Platform after changes take effect constitutes acceptance. If you do not agree to the updated Terms, stop using the Site and the Platform. Changes to these Terms do not amend any Master Agreement, which may be amended only as that agreement provides.

16. Governing Law; Venue; Jury Waiver.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. The state and federal courts located in the State of Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and you consent to that jurisdiction and venue. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY. Nothing in this Section prevents either party from seeking injunctive relief in any court of competent jurisdiction. Where a Master Agreement governs the matter in question, the governing law and dispute resolution provisions of that Master Agreement apply instead.

17. Export Control and Sanctions.

You represent that you are not located in, and are not a national or resident of, any country subject to comprehensive U.S. sanctions, and that you are not listed on any U.S. or other applicable restricted-party or sanctions list. You will not access or use the Site or the Platform in violation of applicable export control or sanctions laws.

18. General.

(a) Entire Agreement. These Terms, together with any policies referenced in them, constitute the entire agreement between you and Daikon regarding the Site and, for persons not covered by a Master Agreement, the Platform, and supersede all prior understandings on that subject.

(b) Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.

(c) No Waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

(d) Assignment. You may not assign or transfer these Terms or any rights under them. We may assign these Terms without restriction, including in connection with a merger, acquisition or sale of assets.

(e) No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

(f) Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and Daikon.

(g) Force Majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.

(h) U.S. Government Users. The Platform is “commercial computer software” and its documentation is “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202. Use, duplication or disclosure by the U.S. Government is subject solely to these Terms or the applicable Master Agreement.

19. Contact Us.

Questions about these Terms may be sent to:

Daikon Corp.

169 Madison Ave Ste 38534
New York, NY 10016, United States

General: contact@daikon.ai
Security: security@daikon.ai
Privacy: security@daikon.ai