# SOFTWARE AS A SERVICE (SAAS) AGREEMENT **Effective Date:** [Date of acceptance at checkout] This SaaS Agreement (the "**Agreement**") is entered into between **[Customer Name]** ("**Subscriber**"), and **Nodes Bio Inc.** ("**Licensor**") with offices located at 800 Cross Pointe Road, Suite F, Columbus, Ohio 43230. --- ## 1. Definitions **(a) "Authorized Users"** means Subscriber's employees and independent contractors who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Subscriber to access the Service. **(b) "Service"** means Licensor's Jarvis AI platform and related web services, including associated documentation made available to Subscriber. **(c) "Service Start Date"** means the date from which Subscriber first receives access to the Service following successful payment. **(d) "Fees"** means the subscription fees payable pursuant to the selected plan (Jarvis Unlimited or Full Platform). **(e) "Subscriber Data"** means any electronic data, information, or material that Subscriber provides, uploads, or submits to Licensor in connection with this Agreement, including any data generated from Subscriber's use of the Service. **(f) "Term"** means the subscription period beginning on the Service Start Date and continuing on a monthly or annual basis as selected by Subscriber. --- ## 2. License to Receive the Service ### 2.1 Grant Licensor grants Subscriber a limited, non-exclusive, non-transferable license during the Term to access and use the Service for Subscriber's internal business purposes, subject to the terms of this Agreement. ### 2.2 Scope - Each Authorized User may access the Service through their individual account - Subscriber is responsible for all activities under Subscriber's and Authorized Users' accounts - Subscriber will use commercially reasonable efforts to prevent unauthorized access - Subscriber will comply with all applicable laws in using the Service ### 2.3 Restrictions on Use Subscriber shall not, and shall not permit others to: - Reverse engineer, decompile, or disassemble the Service - Modify, translate, or create derivative works from the Service - Distribute, sublicense, rent, lease, or grant third-party access to the Service - Harvest or collect information about other users - Transmit unlawful, harmful, or malicious content - Transmit viruses or harmful code - Interfere with or disrupt the Service - Attempt unauthorized access to the Service or related systems - Attempt to manipulate, reverse-engineer, or conduct adversarial attacks against the platform's AI systems, including prompt injection, bypassing safeguards, model extraction, or exploiting vulnerabilities to compromise system integrity - Rely on AI-generated outputs, analyses, or medical graphs as a substitute for professional medical advice, diagnosis, or treatment; all clinical decisions remain the sole responsibility of qualified healthcare professionals exercising independent medical judgment - Harass or interfere with other users --- ## 3. Fees and Payment ### 3.1 Service Fees Subscriber shall pay Licensor the subscription Fees for the selected plan: - **Jarvis Unlimited:** $29/month - **Full Platform:** $49/month (or annual equivalent) All Fees are payable in advance via the payment method provided at checkout. ### 3.2 Late Payments Late payments will accrue interest at 1.5% per month or the maximum rate allowed by law, whichever is greater. ### 3.3 Taxes Subscriber is responsible for all applicable sales, use, and similar taxes, except taxes based on Licensor's income. --- ## 4. Access and Delivery ### 4.1 Service Access Subscriber shall acquire and maintain all necessary equipment, software, and internet connectivity to access the Service. ### 4.2 Acceptance The Service will be deemed accepted upon the Service Start Date. Updates and corrections are deemed accepted when first made available or accessed by Subscriber. --- ## 5. Intellectual Property ### 5.1 Licensor's Rights The Service, including all content, features, and functionality, is owned by Licensor and protected by copyright, patent, and other intellectual property laws. No rights are granted except as expressly stated in this Agreement. ### 5.2 Subscriber Data License Subscriber grants Licensor a non-exclusive, royalty-free license to use, store, and process Subscriber Data as necessary to provide the Service. **Subscriber Data remains the sole property of Subscriber.** ### 5.3 Aggregated Data Licensor may collect and use aggregated, anonymized usage data that does not identify Subscriber or any individual user. ### 5.4 Feedback Licensor may freely use any feedback, suggestions, or ideas provided by Subscriber without compensation. --- ## 6. Warranties and Disclaimers ### 6.1 Mutual Warranties Each Party warrants that it has the authority to enter into this Agreement and is duly organized and in good standing. ### 6.2 Service Disclaimer **EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.** --- ## 7. Limitation of Liability **LICENSOR WILL NOT BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS, OR LOST REVENUES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.** **LICENSOR'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.** --- ## 8. Term and Termination ### 8.1 Term This Agreement begins on the Service Start Date and continues on a monthly or annual basis as selected by Subscriber. ### 8.2 Termination for Breach Either Party may terminate this Agreement if the other Party commits a material breach and fails to remedy such breach within thirty (30) days of written notice. ### 8.3 Termination for Convenience Subscriber may cancel the subscription at any time through the billing portal. Cancellation will be effective at the end of the current billing period. **No refunds will be provided for partial periods.** ### 8.4 Effect of Termination Upon termination: - Subscriber's access to the Service will cease - Subscriber must cease all use of the Service - Licensor will retain Subscriber Data for thirty (30) days for retrieval, after which it may be deleted --- ## 9. Confidentiality Each Party agrees to hold the other Party's Confidential Information in confidence and not disclose it to third parties or use it except as necessary to perform under this Agreement. **"Confidential Information"** means non-public business information designated as confidential or that should reasonably be understood to be confidential. Confidential Information does not include information that: - Is publicly available through no breach of this Agreement - Was known to the receiving Party before disclosure - Is independently developed by the receiving Party - Is required to be disclosed by law --- ## 10. Data Privacy and Security ### 10.1 Data Protection Licensor will implement and maintain reasonable administrative, physical, and technical safeguards to protect Subscriber Data. ### 10.2 HIPAA Status The Service is not currently HIPAA compliant and may not be used to process Protected Health Information (PHI) as defined under HIPAA. Licensor does not offer a Business Associate Agreement (BAA) at this time. Subscriber shall not upload or submit PHI or regulated clinical data to the Service. HIPAA compliance is on Licensor's roadmap; a BAA will be offered if and when the Service achieves HIPAA compliance. ### 10.3 Data Breach Notification Licensor will notify Subscriber within seventy-two (72) hours of discovering any unauthorized access to or disclosure of Subscriber Data. Notification will be made to the contact email associated with the Subscriber's account; Licensor has no means of notifying anonymous (non-account) users. --- ## 11. General Provisions ### 11.1 Governing Law This Agreement is governed by the laws of the State of Ohio, without regard to conflict of law principles. The sole jurisdiction and venue for disputes is in state or federal courts located in Ohio. ### 11.2 Entire Agreement This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings. ### 11.3 Amendment This Agreement may be amended by Licensor upon thirty (30) days' notice to Subscriber. Continued use of the Service after such notice constitutes acceptance of the amendments. ### 11.4 Assignment Subscriber may not assign this Agreement without Licensor's prior written consent. Licensor may assign this Agreement to any successor or affiliate. ### 11.5 Severability If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. ### 11.6 Waiver No waiver of any provision will be deemed a waiver of any other provision or subsequent breach. ### 11.7 Force Majeure Neither Party will be liable for delays or failures due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, government actions, or internet/telecommunications failures. ### 11.8 Independent Contractor Licensor is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. ### 11.9 Notices All notices must be in writing and sent to: **Nodes Bio Inc.** 800 Cross Pointe Road, Suite F Columbus, Ohio 43230 Email: legal@nodes.bio ### 11.10 Export Compliance Subscriber will comply with all applicable export and import laws and regulations. --- ## 12. Acceptance **BY CLICKING "I ACCEPT" OR BY ACCESSING OR USING THE SERVICE, SUBSCRIBER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.** If Subscriber does not agree to these terms, Subscriber must not access or use the Service. --- **Nodes Bio Inc.** 800 Cross Pointe Road, Suite F Columbus, Ohio 43230 Email: support@nodes.bio Website: https://nodes.bio **Last Updated:** March 7, 2026 --- *Protected by U.S. Patents No. 10,176,442 and 10,997,540*