Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Gimerny AI GmbH ("Gimerny AI," "we," "us," or "our"), a company registered under German law with its registered office at Friedrichstrasse 68, 10117 Berlin, Germany (Commercial Register: HRB 234567 B, Amtsgericht Charlottenburg). By accessing or using our website, platform, APIs, or any of our products (collectively, the "Services"), you agree to be bound by these Terms.

2. Description of Services

Gimerny AI provides a cloud-based computational drug discovery platform comprising five integrated products: GimernyDiscover (target identification), GimernyGenome (multi-omics analysis), GimernyMolecule (generative molecular design), GimernySynth (synthesis planning), and GimernyTrial (clinical trial intelligence). Services are provided as Software-as-a-Service (SaaS) on a subscription basis as described in your Order Form.

3. Account Registration and Security

You must provide accurate, complete, and current registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at security@gimerny.com of any unauthorized access. We reserve the right to suspend accounts that violate these Terms.

4. Subscription and Payment

4.1 Plans: Services are offered under Explorer (free), Professional, and Enterprise plans as described on our Pricing page. Feature availability, usage limits, and pricing are specified in your Order Form.

4.2 Billing: Professional subscriptions are billed monthly or annually in advance. Enterprise subscriptions are billed as specified in the Order Form. All fees are in USD unless otherwise stated.

4.3 Taxes: Fees are exclusive of taxes. You are responsible for all applicable taxes, except for taxes based on our net income.

4.4 Late Payment: Overdue amounts accrue interest at 9 percentage points above the base rate of the European Central Bank (in accordance with section 288(2) BGB), or the maximum rate permitted by law, whichever is lower.

5. Intellectual Property

5.1 Our IP: The Services, including all software, algorithms, models, documentation, and trademarks, are and remain our exclusive property. We grant you a limited, non-exclusive, non-transferable license to use the Services during your subscription term.

5.2 Your Data: You retain all rights to data you upload to the platform ("Customer Data"). You grant us a limited license to process Customer Data solely to provide the Services.

5.3 Output IP: Molecular structures, synthesis routes, target predictions, and other outputs generated by the Services using your Customer Data are owned by you. Gimerny AI retains no rights to your outputs.

6. Data Protection

We process personal data in accordance with our Privacy Policy and applicable data protection laws, including GDPR. For Enterprise customers processing personal data through the Services, we will enter into a Data Processing Agreement (DPA) incorporating Standard Contractual Clauses where required.

7. Acceptable Use

You agree not to: reverse engineer, decompile, or disassemble the Services; use the Services to develop a competing product; share account credentials with unauthorized third parties; upload malware, viruses, or other malicious code; circumvent usage limits or security measures; or use the Services in violation of any applicable law or regulation.

Drug discovery outputs from the Services are computational predictions and must not be interpreted as medical advice. All outputs require independent experimental validation before any clinical or regulatory use.

8. Service Level Agreement

Enterprise customers receive a 99.9% uptime SLA as specified in their Order Form. Scheduled maintenance windows are excluded from uptime calculations and will be communicated at least 48 hours in advance. Service credits for downtime exceeding the SLA commitment are detailed in the Enterprise SLA addendum.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) Gimerny AI's total aggregate liability under these Terms shall not exceed the fees paid by you in the 12 months preceding the claim; (b) Gimerny AI shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded under applicable law (including mandatory provisions of German law).

10. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." GIMERNY AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Computational predictions generated by the Services are not guaranteed to be accurate and should not substitute for experimental validation.

11. Termination

Either party may terminate the subscription at the end of the current billing period with 30 days written notice. We may terminate or suspend access immediately for material breach of these Terms. Upon termination, you may export your Customer Data for 30 days, after which it will be deleted. Sections 5, 9, 10, 12, and 13 survive termination.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The exclusive venue for all disputes arising from or in connection with these Terms is Berlin, Germany.

13. General Provisions

These Terms, together with your Order Form and any applicable DPA, constitute the entire agreement between the parties. If any provision is found unenforceable, the remaining provisions shall continue in effect. Our failure to enforce any right shall not constitute a waiver. These Terms may not be assigned by you without our prior written consent.

14. Contact

For questions about these Terms: legal@gimerny.com. Gimerny AI GmbH, Friedrichstrasse 68, 10117 Berlin, Germany.