This Master Service Agreement ("MSA") is entered into by and between Elnora AI, Inc., a Delaware corporation, or Elnora AI OÜ, an Estonian company (the contracting entity as specified on the applicable Order Form, "Elnora"), and the entity executing an Order Form for the Services that references this MSA ("Customer") (each a "Party" and together the "Parties").
The "Effective Date" of this MSA is the effective date of the first Order Form executed by the Parties.
Section 1. Services
1.1 Services
Subject to the terms of this MSA, Elnora will make available to Customer the products and services specified in the applicable Order Form ("Services") during the service period specified therein ("Service Period"). The Services include access to Elnora's AI-powered platform for biomedical protocol generation and optimization.
1.2 Service Level Agreement
Elnora will provide the Services in accordance with the Service Level Agreement ("SLA"). Service level remedies are governed by the SLA.
1.3 Support
Elnora will provide commercially reasonable support during the Service Period in accordance with the SLA.
1.4 Professional Services
Professional Services (such as implementation, training, or custom development) will be governed by a separate Statement of Work ("SOW") incorporated into this MSA.
1.5 Beta Features
Elnora may offer beta features for evaluation. Beta features are provided "AS IS" without warranty, support, or indemnification. Elnora may discontinue beta features at any time without notice.
Section 2. Fees and Payment
2.1 Fees
Customer shall pay the fees specified in the applicable Order Form ("Fees"). All Fees are quoted in U.S. Dollars unless otherwise specified.
2.2 Invoicing and Payment
Elnora will invoice Customer in accordance with the Order Form. Unless otherwise stated, Customer shall pay all invoiced amounts within thirty (30) days from the invoice date. All payment obligations are non-cancelable and Fees are non-refundable except as expressly set forth herein.
2.3 Late Payments
If Customer fails to pay any amounts when due, Elnora may: (a) charge interest on past due amounts at the lesser of 1.5% per month or the highest rate permitted by law; and (b) suspend Customer's access to the Services upon fifteen (15) days' written notice until all past due amounts are paid.
2.4 Taxes
Fees do not include any taxes, levies, duties, or similar governmental assessments ("Taxes"). Customer is responsible for all Taxes associated with its purchase of the Services, excluding taxes based on Elnora's net income.
2.5 Fee Disputes
If Customer believes an invoice is incorrect, Customer must notify Elnora in writing within thirty (30) days of the invoice date, specifying the disputed amounts. The Parties will work in good faith to resolve the dispute. Undisputed amounts remain due and payable.
Section 3. Term and Termination
3.1 MSA Term
This MSA commences on the Effective Date and remains in effect until all Order Forms have expired or been terminated.
3.2 Service Period
The Service Period for each Order Form shall be specified therein. If not specified, the Service Period shall be twelve (12) months.
3.3 Renewal
Unless otherwise specified in the Order Form, subscriptions automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Service Period. Elnora will provide reasonable notice of any Fee increases prior to renewal.
3.4 Termination for Cause
Either Party may terminate this MSA or any Order Form for cause: (a) upon thirty (30) days' written notice of a material breach if such breach remains uncured at the end of such notice period; (b) immediately if the other Party becomes subject to bankruptcy or insolvency proceedings not dismissed within sixty (60) days; or (c) immediately by Elnora if Customer violates the Acceptable Use Policy.
Non-payment of Fees for thirty (30) days after the due date constitutes a material breach.
3.5 Effect of Termination
Upon termination: (a) Customer's right to use the terminated Services immediately ceases; (b) Elnora will make Customer Data available for export for sixty (60) days, after which it will be securely deleted; (c) each Party shall return or destroy the other's Confidential Information within thirty (30) days; (d) if Customer terminates for Elnora's uncured material breach, Customer is entitled to a pro-rata refund of prepaid, unused Fees; and (e) if Elnora terminates for Customer's breach, Customer shall pay all Fees due through the end of the Service Period.
3.6 Survival
The following Sections survive termination: Section 2 (for amounts due), Section 4, Section 5, Section 6, Section 7.3, Section 8, Section 9, Section 10, and Section 11.
Section 4. Confidentiality
4.1 Definition
"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or reasonably should be understood to be confidential. This includes Customer Data, Elnora's platform technology, and the terms of this MSA.
4.2 Obligations
The Receiving Party shall: (a) use Confidential Information only to exercise rights or perform obligations under this MSA; (b) not disclose to third parties except as permitted herein; (c) protect using at least reasonable care; and (d) limit access to those with a need to know who are bound by confidentiality obligations.
4.3 Exclusions
Confidential Information excludes information that: (a) becomes publicly available without breach; (b) was rightfully known prior to disclosure; (c) is received from a third party without restrictions; or (d) is independently developed without use of the Disclosing Party's information.
4.4 Compelled Disclosure
If legally compelled to disclose, the Receiving Party shall provide prompt notice (where permitted), cooperate to seek protective orders, and disclose only the minimum required.
4.5 Duration
Confidentiality obligations survive for three (3) years after termination, except for trade secrets which are protected as long as they remain trade secrets under applicable law.
Section 5. Intellectual Property
5.1 Customer Ownership
Customer retains all right, title, and interest in: (a) all data, content, and materials provided by Customer ("Customer Data"); (b) Customer's pre-existing intellectual property; and (c) subject to Section 5.3, all protocols, recommendations, and outputs generated by the Platform from Customer Data ("Outputs").
5.2 Elnora Ownership
Elnora retains all right, title, and interest in: (a) the Platform, including all software, algorithms, and AI models; (b) all updates, enhancements, and improvements to the Platform; and (c) aggregated, de-identified data that cannot identify Customer or reveal proprietary methods.
5.3 AI-Specific Provisions
The Parties agree that: (a) Elnora does not train AI models on Customer Data—Elnora uses existing foundation models from third-party providers; (b) Elnora's agreements with third-party AI providers prohibit them from using Customer Data for model training (current providers listed at the Trust Center); and (c) Elnora maintains logical separation of Customer Data between customers.
Customer acknowledges that: (a) Outputs are AI-generated and may not be unique—similar inputs may produce similar Outputs; (b) Outputs may contain embedded Elnora methodology that remains Elnora's property; and (c) Customer's ownership of Outputs does not include rights to underlying AI models or Platform technology.
5.4 Licenses and Feedback
Customer grants Elnora a limited, non-exclusive license to use Customer Data solely to provide the Services. Customer grants Elnora a perpetual, royalty-free license to use aggregated, de-identified insights for improving the Services, provided such data cannot identify Customer.
If Customer provides suggestions or feedback ("Feedback"), Customer grants Elnora a perpetual, royalty-free license to use and incorporate such Feedback into the Platform. Elnora has no obligation to implement any Feedback.
Section 6. Security and Compliance
6.1 Security Measures
Elnora implements appropriate administrative, technical, and physical security measures to protect Customer Data, as described in our Security Overview and the Information Security Addendum at the Trust Center.
6.2 Security Program
Elnora maintains an information security program aligned with SOC 2 and ISO 27001 frameworks. Current certification status, audit reports, and security documentation are available at the Trust Center.
6.3 Security Incident Notification
Elnora will notify Customer of confirmed Security Incidents affecting Customer Data within seventy-two (72) hours, provide information about the nature and scope of the incident, and cooperate in investigation and mitigation.
6.4 Audit Rights
Upon reasonable written request (annually), Elnora will provide available audit reports and certifications as listed at the Trust Center, complete reasonable security questionnaires, and participate in security review calls.
6.5 Compliance
Each Party shall comply with all applicable laws, including data protection laws, export control regulations, and anti-corruption laws. Data processing is governed by the Data Processing Addendum.
Section 7. Warranties and Disclaimers
7.1 Mutual Representations
Each Party represents that it has full power and authority to enter into this MSA and is duly organized and in good standing.
7.2 Elnora Warranties
Elnora warrants that: (a) the Services will perform materially in accordance with applicable documentation; (b) Services will be performed in a professional manner consistent with industry standards; and (c) Elnora has the right to grant the access and licenses described herein.
For breach of these warranties, Customer's exclusive remedy is termination under Section 3.4.
7.3 Disclaimers
EXCEPT AS SET FORTH IN THIS SECTION 7, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ELNORA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7.4 AI Output Disclaimer
CUSTOMER ACKNOWLEDGES THAT: (a) Outputs may contain errors or incomplete information; (b) Outputs are probabilistic and should not be the sole source of truth for scientific, regulatory, or clinical decisions; (c) AI-generated recommendations are not a substitute for professional scientific judgment; and (d) all Outputs must be independently validated by qualified personnel before laboratory implementation, regulatory submission, or clinical use.
7.5 Regulatory Disclaimer
THE PLATFORM AND OUTPUTS ARE NOT DESIGNED FOR DIRECT REGULATORY SUBMISSIONS WITHOUT INDEPENDENT VALIDATION. ELNORA MAKES NO WARRANTY THAT OUTPUTS WILL MEET FDA, EMA, OR OTHER REGULATORY REQUIREMENTS, OR SATISFY GLP, GCP, OR GMP STANDARDS.
Section 8. Indemnification
8.1 Elnora Indemnification
Elnora will defend, indemnify, and hold harmless Customer from third-party claims that Customer's authorized use of the Platform infringes a third party's intellectual property rights ("Losses").
8.2 Exclusions
Elnora has no indemnification obligation for claims arising from: (a) modification of the Platform by anyone other than Elnora; (b) combination with technology not provided by Elnora; (c) Customer Data or inputs; (d) use in violation of this MSA; (e) continued use after notice of allegedly infringing activity; or (f) Outputs generated by the Platform—Customer acknowledges that AI-generated Outputs may inadvertently resemble third-party content and is solely responsible for reviewing Outputs before use.
8.3 Customer Indemnification
Customer will defend, indemnify, and hold harmless Elnora from Losses arising from: (a) Customer Data or Customer's use of the Platform; (b) violation of this MSA or the Acceptable Use Policy; (c) violation of third-party rights; or (d) violation of applicable law.
8.4 Procedure
The indemnified Party shall provide prompt notice, grant the indemnifying Party sole control of defense and settlement (provided no settlement admits liability without consent), and provide reasonable cooperation at the indemnifying Party's expense.
Section 9. Limitation of Liability
9.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Liability Cap
EXCEPT AS SET FORTH IN SECTION 9.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF: (a) THE FEES PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (b) TWENTY-FIVE THOUSAND DOLLARS ($25,000 USD).
9.3 Enhanced Cap
For claims arising from breach of confidentiality (Section 4) or security obligations (Section 6 and the Data Processing Addendum), each Party's aggregate liability shall not exceed two times (2x) the cap in Section 9.2.
9.4 Exceptions
The limitations in Sections 9.1 and 9.2 do not apply to: (a) indemnification obligations under Section 8; (b) Customer's payment obligations; (c) gross negligence, willful misconduct, or fraud; or (d) Customer's violation of Section 5.2 or the Terms of Service license restrictions.
9.5 Basis of Bargain
The Parties acknowledge that these limitations reflect an informed allocation of risk and form an essential basis of the bargain.
Section 10. Dispute Resolution
10.1 Informal Resolution
Before formal dispute resolution, the Parties shall attempt to resolve disputes through good-faith discussions for thirty (30) days.
10.2 Arbitration
Disputes not resolved informally shall be settled by binding arbitration administered by the ICC under its Arbitration Rules by one (1) arbitrator. The arbitration shall be conducted in English at a neutral location mutually agreed by the parties. The decision shall be final and binding.
10.3 Injunctive Relief
Either Party may seek injunctive relief in any court to protect Confidential Information or intellectual property rights without posting bond.
10.4 Governing Law
This MSA is governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles.
Section 11. General Provisions
11.1 Entire Agreement
This MSA, together with all Order Forms, SOWs, and incorporated documents, constitutes the entire agreement and supersedes all prior agreements regarding the subject matter. The following documents are incorporated by reference:
- Terms of Service
- Acceptable Use Policy
- Privacy Policy
- Data Processing Addendum
- Service Level Agreement
- Vulnerability Disclosure Policy
11.2 Order of Precedence
In the event of conflict: (a) Order Form or SOW terms control over this MSA; (b) this MSA controls over incorporated documents.
11.3 Assignment
Neither Party may assign without prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any attempted assignment in violation is void.
11.4 Amendments
No modification is effective unless in writing and signed by authorized representatives of both Parties.
11.5 Severability
If any provision is unenforceable, it shall be modified to the minimum extent necessary, and remaining provisions remain in effect.
11.6 Waiver
No failure or delay in exercising any right constitutes a waiver. Any waiver must be in writing.
11.7 Independent Contractors
The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.
11.8 Force Majeure
Neither Party is liable for delays due to causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, or third-party failures. This does not excuse Customer's payment obligations.
11.9 Notices
Notices must be in writing to:
Elnora: Elnora AI, Inc., 48 South Rio Grande Street, Salt Lake City, UT 84101, Email: legal@elnora.ai
Customer: The address specified in the applicable Order Form.
Notices are deemed given upon confirmed delivery by email, personal delivery, or two (2) business days after deposit with overnight courier.
11.10 Export Compliance
Customer shall comply with all applicable export control and sanctions laws. Customer represents it is not located in any country subject to U.S. trade sanctions.
11.11 Anti-Corruption
Each Party represents it has not received or offered any illegal bribe, kickback, or thing of value in connection with this MSA.
11.12 Publicity
Elnora may use Customer's name and logo to identify Customer as a client, subject to Customer's trademark guidelines. Customer may request removal with thirty (30) days' notice.
Elnora AI, Inc. | 48 South Rio Grande Street, Salt Lake City, UT 84101, United States
Elnora AI OÜ | Harju maakond, Saue vald, Laagri alevik, Vesiroosi tn 6, 76401, Estonia