Provotics Access Agreement & Mutual NDA

Version v1-2026-06-22 · Last updated 22 June 2026

This Access Agreement and Mutual Non-Disclosure Agreement (the "Agreement") governs access to and use of the Provotics model, software, outputs, and related materials (collectively, the "Service"), operated by Kareem Badran ("Provotics", "we", "us"). By checking the acceptance box and submitting an access application, or by accessing the Service, you ("you" or "Recipient") agree to these terms on behalf of yourself and your organization.

1. Definitions

• Confidential Information means the Service and any non-public information disclosed by either party, including the model, its architecture, parameters, weights, training data, methods, outputs, benchmarks, documentation, and any information marked or reasonably understood to be confidential.
• Outputs means predictions, scores, gene attributions, reports, and any other results the Service generates.

2. Limited access and permitted use

Subject to this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access the Service solely for internal evaluation and research purposes. You may not use the Service in production, for clinical diagnosis or treatment, or for any purpose other than the one stated in your application without our prior written consent.

3. Confidentiality (mutual)

Each party will protect the other's Confidential Information with at least reasonable care, will not disclose it to third parties, and will use it only to fulfill the purpose of this Agreement. These obligations continue for five (5) years after access ends, and indefinitely for trade secrets. They do not apply to information that is or becomes public through no fault of the Recipient, was already known without obligation, or is independently developed.

4. Restrictions

You will not, and will not permit anyone else to:

1. copy, reproduce, distribute, publish, sell, rent, sublicense, or otherwise make the Service available to any third party;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the model's source code, architecture, weights, or parameters;
3. extract, reconstruct, or estimate the model or its parameters, including by querying it to build a dataset for that purpose (model extraction or distillation);
4. use the Service or its Outputs to train, fine-tune, or develop any competing or derivative model or product;
5. publish or publicly benchmark the Service, or disclose Outputs, without our prior written consent;
6. remove, alter, or obscure any proprietary notices; or
7. use the Service in violation of applicable law or to process identifiable patient data.

5. Intellectual property

The Service and all related intellectual property are and remain the sole property of Provotics / Kareem Badran. Except for the limited access right in Section 2, no license or ownership is granted to you, whether by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

6. Feedback

If you give us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

7. Data and privacy

You must not submit names, medical record numbers, or other identifiable patient information to the Service. Our handling of the information you provide is described in our Privacy Policy.

8. No warranty

The Service is provided "as is", for research and educational purposes only. It is not a medical device and is not intended for clinical diagnosis or treatment decisions. We disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of liability

To the maximum extent permitted by law, Provotics will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss arising from your use of or inability to use the Service.

10. Term and termination

We may suspend or terminate your access at any time, with or without cause. On termination you must stop using the Service and destroy or return all Confidential Information in your possession. Sections 3 through 9 and 11 survive termination.

11. Governing law

This Agreement is governed by the laws of the State of North Carolina, USA, without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located there. (Placeholder, confirm the governing jurisdiction with counsel.)

12. Acceptance

By checking the acceptance box and submitting your application, you acknowledge that you have read and agree to this Agreement, that you are authorized to bind your organization, and that this constitutes a binding electronic agreement. We record the version of this Agreement, the date, and the email associated with your acceptance as evidence of consent.