THESE QED SERVICE TERMS AND CONDITIONS (“TERMS”) APPLY TO THE USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY QED SCIENCE LTD. (“QED”, “US”, “WE”, OR “OUR”). PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE QED SERVICE.

By selecting the box “I agree” or otherwise accessing and using the QED Service, you acknowledge that you have read, understood, and agree to comply with these Terms. You represent and warrant that you are at least 18 years old and are entering into these Terms solely on your own behalf as an individual. You represent and warrant that you are an academic researcher. We may verify this representation by various means, including a verified email address associated with an academic institution, as a condition to granting you an account to use the Services. In the event that we determine that the foregoing representation is not correct, we may terminate your account and use of the Services at any time. If you do not agree to comply with and be bound by these Terms, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. The QED AI-based platform, which provides AI manuscript review services(“Service”) is made available to you on a Software-as-a-Service (SaaS) basis through a web portal on our website (“Website”) and includes: (i) the software that you access via the Website; (ii) the products, services, and features made available or provided to you by QED in connection with the Service; and (iii) the content, text, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, trademarks, service marks, and logos (“Marks”), contained in or made available through the Service.

1. Subscription to the Service. Subject to your compliance with these Terms and the payment of applicable subscription fees for the Service, QED hereby grants you, and you accept, a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, and fully revocable right to access and use the Service during the Term (as defined below) for your personal, non-commercial purposes only. The QED Service is available only to individuals who are at least 18 years old (“User”). By agreeing to these Terms and using the Services, you represent and warrant that you meet these criteria. The Service is intended to be used for informational purposes only, it does not continue a formal peer review process. The reports you generate by using the Service will not be published automatically. They will remain private unless you download or forward them.
2. Restrictions on Use. You must not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Service to any third party, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service; (iii) reverse engineer, decompile or disassemble the Service or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Service, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Service for any purpose; (vi) take any action that imposes or may impose (at QED’s sole discretion) an unreasonable or disproportionately large load on QED’s infrastructure or that of its cloud providers; (vii) interfere with or attempt to interfere with the integrity or proper working of the Service, or any related activities; (viii) remove, deface, obscure, or alter QED’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service, or use or display logos of the Service that differ from QED’s own, without QED’s prior written approval; (ix) use the Service to develop a competing service or product; (x) use the Service or reports for benchmarking, competitive analysis, or to develop, train, or improve any product or service that is competitive with or a substitute for the Service; (xi) use the Service in any unlawful manner or in breach of these Terms; (xii) use the Services for non-academic purposes; (xiii) submit any third-party work or work that you do not have the right to; (xiv) represent that output from the AI functionalities was human-generated when it is not or otherwise violate these Terms;. You agree to remain liable to QED for any act or omission that would constitute a breach of these Terms if such act or omission were committed by you.
3. Fees and Payment Terms
   
   1. Fees. Your access to and use of the Service is subject to up-front payment in full of the subscription fees set forth in the Website, if applicable. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Website be determined by QED’s then-current subscription fees.
   2. Payment Terms. Unless otherwise stated, all fees stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are as set forth in the Website.
4. Account and Security. In order to access and use the Service, you must create a personal account (“Account”). You must not allow anyone other than yourself to access and use your Account. You acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for all activities that occur in connection with your Account under these Terms; (iv) that the login details for your Account may only be used by you, and that multiple people may not share the same login details; and (v) to promptly notify QED in writing if you become aware of any unauthorized access or use of your Account or the Service. You may cancel your Account at any time by sending a cancellation request to us at info@QEDScience.com, in which case we will use commercially reasonable efforts to respond within a reasonable time.
5. Customer Data. Subject to the confidentiality obligations set forth herein, you hereby grant QED a non-exclusive, worldwide, non-revocable license to: (i) use, process, display, copy, and store the Customer Data (as defined below) in order to generate reports for you; (ii) train, fine-tune, and evaluate QED’s models; and (iii) create aggregated or anonymized analytics that QED may share or commercialize. QED will never publicly release, republish, or cite an unpublished manuscript without your explicit consent; assert authorship of your works or content; or interfere with publisher copyright choices. No model provider used by QED to provide the Service may train its own foundation models on user data without QED’s control. The license granted herein shall terminate when you delete the relevant Customer Data, except that (a) back-ups may persist for up to thirty (30) days, and (b) parameters learned by models are not retroactively editable or removable. You acknowledge that the Service does not operate as an archive or file storage service. You are solely responsible for the backup of Customer Data, and you alone can implement back-up plans and safeguards appropriate for your requirements. “Customer Data” means your research paper that you upload into the Service and any data provided by you to us for the purpose of and in connection with your use of the Service. You shall own all rights, title, and interest in and to all of the Customer Data. You represent and warrant that you own or have obtained the rights to all of the rights subsisting in the Customer Data and you have the right to provide us the license granted herein to use such Customer Data in accordance with these Terms. You shall have sole responsibility for the reliability, integrity, accuracy, and quality of the Customer Data.
6. Privacy. You acknowledge and agree that your use of the Service, including, without limitation, any information transmitted to or stored by QED, is governed by the QED Privacy Policy at https://www.qedscience.com/privacy-policy (“Privacy Policy”). In the event you fail to comply with any data protection or privacy law or regulation, then to the maximum extent permitted by law, you shall be solely and fully responsible and liable for any such breach, violation, infringement and/or processing of personal data.
7. Confidential Information. Each party may have access to certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (“Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party, subject to the licenses granted by you to QED in Section 5. The obligation of confidentiality shall not apply to information which is: (i) publicly available through no action or inaction of the receiving party; (ii) known by the receiving party at the time of disclosure as evidenced in writing; (iii) rightfully obtained from a third party who has the right to disclose it on a non-confidential basis; or (iv) independently developed by the receiving party without reliance on the confidential information of the disclosing party. A party may also disclose Confidential Information of the other party to the extent such information is required by law, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and an opportunity, at the objecting party’s expense, to take legal steps to resist or narrow such request). The parties’ obligations with respect to Confidential Information shall expire 5 years from the date of termination or expiration of these Terms, unless a longer period of protection applies under applicable law, either as a trade secret information or otherwise. Without derogating from any other remedies available under applicable law or agreement, either party shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the obligations set forth in this Section. Upon the expiration or termination of these Terms, the receiving party must cease all use of Confidential Information received hereunder and return or destroy all such Confidential Information, as directed by the disclosing party, including all copies thereof (irrespective of whether such copies were furnished by the disclosing party or were prepared by the receiving party), and, if destroyed, furnish the disclosing party with written certification of such destruction.
8. Proprietary Rights. 
   
   1. QED Proprietary Rights. All rights, title, and interest, in and to the Service (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including Usage Data, and QED’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively the proprietary of QED (or its third party licensors). “QED,” “QED Science”, the QED logo, and other marks are Marks of QED or its affiliates. If you contact us with any suggestions or feedback regarding the Service, which may include suggestions for, or feedback concerning, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions, such feedback shall be deemed to be our sole property and you hereby irrevocably transfer and assign to us all intellectual property rights in such feedback and waive any and all moral rights that you may have in respect thereto.
   2. Your Proprietary Rights. You retain all right and interest into the Customer Data, subject to only to the license granted to QED in Section 5. 
   3. Usage Data. You acknowledge and agree that QED may: (i) compile statistical and other information related to the performance, operation, and use (including, without limitation, interaction logs, explicit rating, gap-tags or any other form of metadata) of the Service; (ii) use data from the Service in an anonymized, aggregated form to create statistical analyses, and for research and development purposes; and (iii) use data from the Service to create or generate generalized research (collectively, the “Usage Data”). Such Usage Data does not contain or constitute your personal or proprietary data, and you hereby agree that QED  shall be the sole owner of Usage Data, may make Usage Data available in a form that does not identify you or any individual and may publish, sell or commercialize Usage Data. QED may ask end users to complete a review and/or survey with respect to the Service, and that such requests may be sent by QED’s third party service provider.  

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9. Term, Termination and Effect of Termination 
   
   1. Term. These Terms shall become effective on the earlier of: (i) the date you first access or use the Service; or (ii) the date we receive payment of any applicable subscription fee, and shall continue until expiration of the subscription period (“Initial Term”). Thereafter, subject to your payment of any applicable subscription fees, these Terms shall automatically renew for successive subscription periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the section herein entitled ‘Termination’. If you continue to use the Service past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term. 
   2. Termination. Without derogating from your obligation to pay the subscription fees, you may terminate these Terms at any time by cancelling your Account. We may stop to provide the Service to you at any time, including without limitation in the event that you breach these Terms.
   3. Effect of Termination. Upon termination of these Terms, you will lose all access to the Service and to any data that we may be storing on your behalf. It is your responsibility to download your data prior to canceling your Account or any termination of these Terms. Notwithstanding the foregoing, for a period of 30 days from the effective date of termination of these Terms we will provide you, upon your written request, with a reasonable opportunity to download your data at a time nominated by us. We reserve the right to permanently delete from our (or our third party cloud providers) servers any data that may be contained in your Account at any time following said 30 day period. We do not accept any liability for any termination of the Service or data that is deleted in connection thereto. Sections 3, 5, 6, 7, 8, 9.3, 10, 12, 11, 13, 14 and 16-19 shall survive termination of these Terms.
10. Warranty Disclaimer. 
    
    1. General. The Service is provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for the selection of the Service to achieve your intended purposes. QED HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. QED DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. QED DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE, INCLUDING ANY REPRESENTATION REGARDING THE FEEDBACK OR THE REPORTS PROVIDED BY THE SERVICE. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED BY LAW OR OTHERWISE TO PROVIDE ANY SPECIFIC INPUT AND THAT ANY INPUT IS PROVIDED ON A VOLUNTARY BASIS. IN ADDITION, YOU ACKNOWLEDGE THAT THE OUTPUT IS SUBJECT TO, DEPENDS ON, AND IS A FUNCTION OF THE INPUT. YOU ACKNOWLEDGE THAT ANY OUTPUT MAY NOT BE UNIQUE. YOUR USE OF AND RELIANCE UPON THE SERVICE, CONTENT, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE, AND YOUR CUSTOMER DATA IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND QED SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER THIRD PARTY SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. YOU FURTHER ACKNOWLEDGE THAT THE SERVICE UTILIZES AN AI TECHNOLOGY THAT MAY PRODUCE INACCURACIES OR ERRORS IN THE SERVICE, FEATURES AND/OR THE GENERATED INFORMATION AND RESULTS, INCLUDING MODEL ERRORS AND/OR WORDING ERRORS, AND WE ARE NOT RESPONSIBLE AND WILL NOT BE HELD LIABLE FOR ANY ERRORS OR INACCURACIES, INCLUDING BUT NOT LIMITED TO ANY LANGUAGE THAT MAY APPEAR WHILE YOU USE THE SERVICE. QED DOES NOT WARRANT THAT YOUR ARTICLES WILL BE IMPROVED BY USE OF OUR SERVICE, NOR THAT THEY WILL BE RECEIVED OR APPROVED BY ANY JOURNAL. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
    2. Third-Party Model Disclaimer. THE SERVICE LEVERAGES THIRD-PARTY LLMS AND INFRASTRUCTURE. qed DOES NOT CONTROL OR DEVELOP THESE FOUNDATIONAL MODELS AND MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THEIR ACCURACY, RELIABILITY, BEHAVIOR, OR PERFORMANCE.
    3. Reports. The reports you receive from the Service are automatically generated. QED does not independently originate, verify, or warrant the accuracy, completeness, timeliness, or reliability of any reports. Accordingly, reports are offered solely for informational purposes. They do not constitute and are not intended to replace – academic, peer-review, professional, financial, medical, legal, or any other form of advice.
11. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, QED SHALL NOT BE LIABLE: (I) FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY LOST OF PROFITS, DATA, OR REVENUE, ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF QED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF QED FOR ANY DIRECT DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SERVICE EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE DURING THE 3 MONTHS PRIOR TO BRINGING THE CLAIM.
12. Indemnification. You agree to defend, indemnify and hold harmless QED, its affiliates and their respective officers, directors and employees from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from: (i) your use of the Service or upload of any articles or other copyrights over which you do not have sole and absolute rights; (ii) your breach of these Terms or any applicable laws or regulations; and/or (iii) your violation, misappropriation or infringement of any third party intellectual property rights of, rights of publicity or privacy, or individual rights to control the use and dissemination of personal data.
13. Access and Disclosure. We reserve the right to access, store, read, preserve, and disclose any information that we obtain in connection with the Service as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce these Terms, including to investigate potential violations hereof; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to your support requests; and/or (v) protect the rights, property or safety of QED, its users or the public.
14. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by QED without restriction.
15. Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will become effective 15 days following our sending a notice thereof to you or posting the revised Terms on the Website, and your continued use of the Service thereafter means that you accept those changes. We may make the amendment effective within a shorter period if we determine such amendment is required to address a legal need or requirements of our model providers.
16. Governing Law and Disputes
    
    1. Governing Law. These Terms shall be governed by the laws of the State of New York, without reference to its conflict of laws rules.
    2. Disputes. The exclusive jurisdiction and venue for all disputes hereunder shall be the courts located in New York County, New York, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. You hereby waive any right to a jury trial in connection with any disputes arising out of or relating to these Terms. Notwithstanding the foregoing, QED reserves the right to seek injunctive relief in any court of competent jurisdiction.
17. Public Mention. Subject to our compliance with your trademark usage guidelines, if applicable, and as provided by you in advance, we may disclose that you are an authorized user of our products or services on our website, provided, however, that we will seek your prior written consent before making any further disclosures about our relationship in any advertising, press, blog, promotion and similar public disclosures.
18. Third Party AI. As part of the Service, QED may provide various AI-enabled features and functionalities. As between you and QED, QED and our third-party technology providers and licensors, as applicable, own and reserve all legal right, title and interest in and to the AI functionalities, including all intellectual property and proprietary rights. You may not use AI functionalities to create or share output in a manner that violates this document and/or any third-party policies, including, without limitation, Anthropic's Usage Policy, Commercial Terms, applicable Service Specific Terms, and  Supported countries & regions; and OpenAI policies, including, without limitation, OpenAI's Content Policy; Usage Policy, Sharing and Publication Policy, Community Guidelines, and Open AI Terms; as well as the Azure AI Policy.
19. Miscellaneous. These Terms, and the Privacy Policy, represent the complete agreement concerning the Service between you and QED and supersede all prior agreements and representations related to the subject matter hereof. Either party may use its standard business forms (such as purchase orders) or other communications to administer transactions under these Terms, but use of such forms is for the parties’ convenience only and does not alter the provisions of these Terms. Any terms or conditions that are preprinted in such forms or that are included in a quotation and/or order acknowledgement are null, void, and of no effect. We will not be bound by, and specifically object to, any provision that is different from or in addition to the provisions of these Terms. Section headings are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay QED for the Service, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future.