Last updated: August, 2025

These Terms of Service govern access to and use of the Cori Clinical platform and related websites, applications, APIs, and documentation (the Service) provided by Cori Clinical Ltd (Cori, we, us, our). Cori Clinical Ltd is a company registered in England and Wales. Company number: [Company Number]. Registered address: [Registered Address].

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you are using the Service on behalf of an organisation, you represent and warrant that you have authority to bind that organisation. You and any organisation you represent are collectively the Customer.

These Terms form a binding contract between Cori and Customer. If you do not agree, do not use the Service.

1. Definitions

• Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

• Confidential Information means non public information disclosed by one party to the other in connection with the Service that is designated as confidential or that should reasonably be understood to be confidential. Customer Data is Confidential Information of Customer.

• Customer Data means data, content, documents, files, prompts, outputs, metadata, and other information submitted to or generated in the Service by or on behalf of Customer, including Personal Data.

• Documentation means Cori manuals, help articles, and policies published at or linked from cori clinical.com.

• Order Form means an ordering document, online checkout, or other agreement that specifies the Service plan, quantities, and pricing purchased by Customer.

• Personal Data means information relating to an identified or identifiable natural person and has the meaning given in applicable Data Protection Laws.

• Service Data means data generated by the Service about configuration, logs, telemetry, and usage that does not include Customer Data except in aggregated or de identified form.

• Subprocessor means a third party engaged by Cori to process Customer Data to provide the Service.

• Subscription Term means the period specified in the Order Form or online plan during which Customer is permitted to use the Service.

• User means an individual whom Customer authorises to use the Service.

2. Eligibility and Accounts

The Service is for business use only. Customer is responsible for Users and their compliance with these Terms. Customer must keep account credentials confidential and secure. Customer will notify Cori promptly of any suspected unauthorised access to an account.

3. Access to the Service

3.1 Right to Use. Subject to these Terms and timely payment of fees, Cori grants Customer a limited, non exclusive, non transferable right to access and use the Service during the Subscription Term for Customer's internal business purposes.

3.2 Acceptable Use. Customer will not and will ensure Users do not: (a) copy, modify, or create derivative works of the Service, (b) reverse engineer or attempt to extract source code except to the extent such restriction is prohibited by law, (c) interfere with or disrupt the Service, (d) use the Service to violate law, infringe rights of others, or transmit malicious code, (e) use the Service to process unlawful or high risk content, including content that is illegal, harmful, or discriminatory, (f) resell, lease, lend, or provide the Service to third parties, or (g) access the Service to build a competing product. Cori may suspend access if Customer breaches this Section or poses a security risk. Cori will provide notice where practicable.

3.3 Beta and Evaluation Features. Cori may offer features identified as beta, preview, early access, or evaluation. These features are provided for evaluation without service level commitments and may be changed or discontinued at any time.

4. Customer Data and Privacy

4.1 Ownership. As between the parties, Customer retains all rights, title, and interest in and to Customer Data. Cori does not claim ownership of Customer Data.

4.2 Licence to Provide the Service. Customer grants Cori and its subprocessors a worldwide, limited licence to host, copy, process, transmit, and display Customer Data to provide, secure, support, and improve the Service in accordance with these Terms and the Data Processing Addendum. Cori will not use Customer Data for advertising or to train foundation models that are not dedicated to Customer, unless expressly agreed in writing.

4.3 Privacy Policy. Cori will process Personal Data in accordance with the Privacy Policy at https://cori clinical.com/privacy which is incorporated by reference.

4.4 Data Processing Addendum. Where Customer Data includes Personal Data and Cori acts as a processor, the parties agree to the Data Processing Addendum (DPA) available at https://cori clinical.com/dpa which is incorporated by reference and includes the EU Standard Contractual Clauses and the UK International Data Transfer Addendum where applicable.

4.5 Security. Cori will maintain administrative, physical, and technical safeguards designed to protect Customer Data that are appropriate to the nature of the data and risks of processing. These measures include access controls, encryption in transit and at rest, logging, vulnerability management, and regular security reviews. Additional information is available in the Trust Center at https://trust.cori clinical.com.

4.6 Incident Notification. Cori will notify Customer without undue delay after confirming a Security Incident that results in accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data. Cori will provide information reasonably available to assist Customer with legal or contractual notification duties. Cori will investigate and take reasonable steps to mitigate harmful effects.

4.7 Data Location and Transfers. Cori may process Customer Data in the United Kingdom, the European Economic Area, and other jurisdictions in which Cori or its subprocessors operate. Cross border transfers will be made under an adequate safeguard, such as the EU Standard Contractual Clauses and the UK International Data Transfer Addendum, where applicable.

4.8 Subprocessors. Customer authorises Cori to use subprocessors to provide the Service. Cori will impose data protection obligations on subprocessors that provide a level of protection for Customer Data that is materially no less protective than Cori's obligations under these Terms and the DPA. A current list of subprocessors is available in the Trust Center.

4.9 Data Retention and Deletion. During the Subscription Term Customer may export Customer Data via available tools or APIs. Upon termination or expiry of the Subscription Term, Customer may request export of Customer Data for thirty days. After that period Cori may delete or anonymise Customer Data unless law requires retention. Cori may retain Service Data for security, compliance, and accounting purposes.

4.10 Medical Information. The Service is not intended to provide medical advice and is not a medical device. Customer is solely responsible for decisions made in clinical or regulatory contexts. Customer must implement appropriate human review and validation for outputs generated by the Service.

5. Third Party Services

The Service may interoperate with third party products or services. Third party terms and privacy policies govern Customer's use of those products. Cori is not responsible for third party products and does not control changes to their functionality, pricing, or availability.

6. Support and Availability

6.1 Support. Cori provides standard support to Customer during business hours as described at https://cori clinical.com/support or in an Order Form. Customer must provide reasonable cooperation and information to resolve issues.

6.2 Availability. Cori aims to provide reliable Service availability. Planned maintenance that is expected to cause material downtime will be scheduled outside of core business hours where practicable and announced in advance via the status page or in product notice. Cori may perform emergency maintenance at any time to address security or stability issues.

7. Fees and Payment

7.1 Fees. Customer will pay the fees set out in the applicable Order Form or online plan. Unless stated otherwise, fees are in euros, exclude taxes, and are non refundable except where required by law.

7.2 Invoicing and Payment. Fees are due as stated in the Order Form or at checkout. If undisputed amounts are more than fifteen days overdue Cori may suspend the Service until paid. Late amounts may accrue interest at the lesser of 1.5 percent per month or the maximum rate permitted by law. Customer is responsible for applicable taxes, excluding taxes based on Cori's net income.

7.3 Changes. For renewals of online plans, Cori may change pricing by providing at least thirty days notice prior to the end of the current Subscription Term.

8. Confidentiality

Each party will use the other party's Confidential Information only to exercise rights and perform obligations under these Terms and will protect it using reasonable care. Confidential Information does not include information that is publicly known without breach, was known to the receiving party without confidentiality obligations, is independently developed, or is rightfully received from a third party. The receiving party may disclose Confidential Information if required by law, after giving reasonable notice to the disclosing party where lawful.

9. Intellectual Property

9.1 Service IP. Cori and its licensors retain all rights, title, and interest in and to the Service and Documentation, including any improvements, modifications, or derivative works. No rights are granted to Customer except as expressly set out in these Terms.

9.2 Feedback. If Customer provides ideas, suggestions, or feedback, Cori may use them without restriction and without obligation to Customer.

9.3 Outputs. Subject to these Terms and applicable law, Cori assigns to Customer all of Cori's rights in outputs that are generated by the Service from Customer inputs, to the extent such outputs are capable of ownership. Cori may use outputs in aggregated or de identified form to operate and improve the Service.

10. Term and Termination

10.1 Term. These Terms start on the date Customer first accepts them and continue for the Subscription Term and any renewals.

10.2 Renewal. Subscriptions renew automatically for the same period unless either party gives notice of non renewal at least thirty days before the end of the current Subscription Term or as otherwise stated in the Order Form.

10.3 Termination for Cause. Either party may terminate these Terms for material breach if the breach is not cured within thirty days after written notice. Cori may terminate immediately for breach of Section 3.2 or for unlawful use of the Service.

10.4 Effect of Termination. Upon termination or expiry Customer will stop using the Service and pay any amounts due. Sections intended to survive will survive, including Sections 4, 5, 7, 8, 9, 10.4, 11, and 12. Data export and deletion rights are described in Section 4.9.

11. Warranties and Disclaimers

11.1 Mutual Warranties. Each party represents that it has the right, power, and authority to enter into these Terms.

11.2 Service Warranty. Cori warrants that during the Subscription Term the Service will perform in all material respects as described in the Documentation. Customer's exclusive remedy for breach of this warranty is for Cori to use reasonable efforts to correct the non conformity or, if Cori cannot do so within a reasonable time, Customer may terminate the affected portion of the Service and Cori will refund prepaid fees for the unused remainder of the Subscription Term.

11.3 Disclaimers. Except as stated in Section 11.2, the Service and Documentation are provided as is. Cori disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non infringement, and accuracy. Cori does not warrant that the Service will be error free or uninterrupted.

11.4 High Risk Use. The Service is not designed for use in life support, emergency services, or other high risk activities where failure could lead to death, personal injury, or severe environmental or property damage.

12. Indemnity and Liability

12.1 IP Indemnity by Cori. Cori will defend Customer against any third party claim that the Service, when used as permitted under these Terms, directly infringes a patent, copyright, or trademark, or misappropriates a trade secret, and will pay amounts finally awarded by a court or agreed in settlement. Cori's obligations do not apply to claims arising from Customer Data, third party products, combinations not supplied by Cori, or Customer's breach of these Terms. If the Service is or is likely to be enjoined, Cori may, at its option, modify the Service, procure a licence, or terminate the affected Service and refund prepaid fees for the unused remainder of the Subscription Term.

12.2 Indemnity by Customer. Customer will defend Cori against claims arising from Customer Data or Customer's use of the Service in breach of these Terms or law, and will pay amounts finally awarded by a court or agreed in settlement.

12.3 Limitation of Liability. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, even if advised that such damages are possible. Except for payment obligations, breach of confidentiality, or a party's indemnification obligations, each party's total aggregate liability under these Terms is limited to the fees paid or payable by Customer to Cori for the Service that gave rise to the liability in the twelve months before the event giving rise to liability.

12.4 Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability that cannot be limited by law.

13. Compliance

13.1 Data Protection. Each party will comply with applicable Data Protection Laws. The DPA governs processing of Personal Data where Cori acts as a processor.

13.2 Export and Sanctions. Customer represents that it is not subject to sanctions and will comply with export control and sanctions laws. Customer will not use the Service in prohibited countries or for prohibited end uses.

13.3 Healthcare Laws. Cori is not a covered entity or business associate under HIPAA unless the parties have entered into a Business Associate Agreement. If Customer requires HIPAA obligations, the parties must execute a BAA before Customer uploads Protected Health Information.

14. Changes

14.1 Changes to the Service. Cori may improve or modify the Service. Cori will not materially reduce core functionality during a Subscription Term without providing reasonable notice to Customer.

14.2 Changes to these Terms. Cori may update these Terms. For material changes, Cori will provide notice by email or in product and the changes will take effect at the start of the next renewal Subscription Term. Changes for legal, safety, or security reasons may take effect sooner.

15. Publicity

Cori may identify Customer as a customer and use Customer's name and logo in accordance with Customer's brand guidelines in marketing materials and on our website. Customer may opt out by notifying Cori at any time.

16. General

16.1 Governing Law and Venue. These Terms are governed by the laws of England and Wales. The courts of England and Wales will have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Notices. Notices must be in writing and are deemed given when sent by email to the email address on file for the account or otherwise provided in an Order Form. Legal notices to Cori must be sent to legal@cori clinical.com with a copy to the registered address.

16.3 Assignment. Neither party may assign these Terms without the other party's consent, except that either party may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by these Terms.

16.4 Force Majeure. Neither party is liable for failure or delay to perform due to events beyond its reasonable control, including acts of God, internet failures, labour disputes, or government actions.

16.5 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the remaining provisions will remain in effect.

16.6 No Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

16.7 Entire Agreement. These Terms, the Order Form, the DPA, and the Privacy Policy are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on the subject.

16.8 Order of Precedence. If there is a conflict, the following order applies: Order Form, DPA, these Terms, Documentation.

17. Contact

For questions about these Terms, contact legal@cori clinical.com or write to Cori Clinical Ltd at the registered address above.

18. Country Specific Terms

If Customer is located outside the United Kingdom, additional or different terms may apply to reflect local law. Cori may publish country specific terms at https://cori clinical.com/legal/country terms which will apply to the extent of any conflict with these Terms.

Linked Policies and Documents

• Privacy Policy: https://cori clinical.com/privacy

• Data Processing Addendum: https://cori clinical.com/dpa

• Support: https://cori clinical.com/support

• Trust Center: https://trust.cori clinical.com

• Status Page: https://status.cori clinical.com

Replace bracketed placeholders before publishing, verify URLs, and ensure consistency with your Order Forms and pricing.