DYSPLAI Oncology Intelligence API: End User Licence Agreement

Version: 1.0 · Last reviewed: 2026-07-02 · Governing law: England & Wales

1. Parties and acceptance

This End User Licence Agreement (the "Agreement") is between Dysplasia Diagnostics Limited, a company incorporated in England and Wales (company number 14361617, registered office 85 Great Portland Street, London, England, W1W 7LT), trading as DysplasiaDx ("DysplasiaDx", "we", "us"), and the customer entity that subscribes to the DYSPLAI Oncology Intelligence API ("you", "Customer").

By subscribing to the Service through the Google Cloud Marketplace, generating an API key, or using the Service in any way, you accept this Agreement. If you are accepting on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree, do not use the Service.

This Agreement incorporates by reference the Research Use Only Acceptable Use Policy, the Privacy Policy, and the Support & SLA terms. Where this Agreement conflicts with an executed master agreement or order form between the parties, that signed agreement prevails.

2. Definitions

3. Research Use Only: fundamental restriction

The Service is for Research Use Only. It is not for use in diagnostic procedures. This restriction is fundamental to the Agreement and is not a mere warranty disclaimer.

Every Output that contains molecular, cohort, counterfactual, interpretation, or report data carries a non-suppressible ruo_disclaimer field bearing the statement: "For Research Use Only. Not for use in diagnostic procedures." You must not remove, suppress, or obscure this field, including in any redistributed or republished Output.

You must not use, present, or represent any Output as: a diagnosis or diagnostic confirmation; a treatment selection, recommendation, or clinical-management guidance; clinical decision support; an individual patient prognosis; or an actionable therapeutic target for a specific patient. The full boundary is set out in the Acceptable Use Policy, which is binding.

Use of the Service in breach of this Section 3 is a material breach permitting immediate suspension or termination under Section 12.

4. Licence grant

Subject to your compliance with this Agreement and payment of all applicable fees, DysplasiaDx grants you a non-exclusive, non-transferable, non-sublicensable licence, during the subscription term, to access and use the Service and to use the Outputs for your internal research purposes only.

The SDK is licensed for use in connection with the Service. All other rights are reserved.

5. Restrictions

You will not, and will not permit any third party to:

  1. use the Service other than for Research Use Only as defined in Section 3;
  2. submit data you are not entitled to process, or submit direct patient identifiers or other than de-identified data (see Section 7);
  3. attempt to re-identify any individual from any Output;
  4. reverse engineer, decompile, or attempt to derive the underlying models, atlas, reference data, or training composition, except to the extent this restriction is prohibited by applicable law;
  5. attempt to access another tenant's data, analyses, cohorts, or results, or to circumvent tenant isolation, authentication, rate limits, or the credit ledger;
  6. attempt to evade the interpretation service's clinical-intent refusal by reframing prohibited queries;
  7. resell, sublicense, or provide the Service to third parties as a service bureau, except as expressly permitted by an order form;
  8. use the Service to develop a competing product, or to benchmark it for the purpose of building a competing product.

6. Intellectual property

As between the parties, DysplasiaDx and its licensors own all right, title, and interest in the Service, including the DANN atlas, reference data, models, software, and documentation, and all improvements thereto. You own your Customer Data. You grant DysplasiaDx a limited licence to process Customer Data solely to provide and support the Service and as described in the Privacy Policy.

Aggregated, de-identified operational and usage statistics that do not identify you or any individual may be used by DysplasiaDx to operate and improve the Service.

7. Customer Data, de-identification, and authorisation

You are solely responsible for ensuring that: (a) all data submitted is de-identified before submission and contains no direct patient identifiers; (b) you hold all necessary rights, consents, ethics/IRB approvals, and data-sharing authorisations to submit and process the data; and (c) your use complies with all applicable laws, including data-protection law.

DysplasiaDx processes Customer Data as described in the Privacy Policy and the Data Retention guide. The Service is not an EHR, LIMS, or clinical records system and must not be used as one.

8. Fees, credits, and billing

The Service is sold through the Google Cloud Marketplace as a committed platform tier: a single annual charge, billed via a Marketplace private offer, that sets the infrastructure Tier and grants a prepaid Credit allotment. A capped, public on-demand rate is also available for evaluation. Pricing is published in the listing and in infra/marketplace/pricing-plans.yaml.

Credits are debited per successful billable operation per the published rate card; retrieval and management calls are free. Credits are a usage currency, not a per-sample unit. Credit allotments and top-ups carry the expiry and rollover terms stated at purchase. Committed-tier charges are billed via the Marketplace private offer and the credit balance is tracked internally; on-demand usage is settled through Google Cloud Service Control and appears on your Google Cloud bill. All fees are exclusive of VAT and other taxes, which you are responsible for where applicable. Fees are non-refundable except as required by law or expressly stated in an order form.

9. Service levels and support

Support and service-level commitments are set out in the Support & SLA terms and vary by Tier.

10. Warranties and disclaimer

Each party warrants it has authority to enter into this Agreement. Except as expressly stated, the Service and all Outputs are provided "AS IS" and "AS AVAILABLE", without warranty of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, or non-infringement, to the fullest extent permitted by law.

Without limitation, DysplasiaDx does not warrant that any Output is accurate, complete, clinically valid, or suitable for any clinical, diagnostic, or patient-care purpose. Outputs are research signals and hypotheses only. Counterfactual results are surrogate, exploratory research hypotheses and are not validated clinical predictions.

11. Limitation of liability

Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under the law of England and Wales.

Subject to the preceding paragraph: (a) neither party is liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill; and (b) each party's total aggregate liability arising out of or related to this Agreement is limited to the total fees paid by you for the Service in the twelve (12) months preceding the event giving rise to the claim.

Because the Service is Research Use Only, you accept that you are solely responsible for any decision or action taken on the basis of any Output, and DysplasiaDx has no liability for any clinical, diagnostic, or patient-care use, which is prohibited by Section 3.

12. Suspension and termination

DysplasiaDx may suspend or terminate access immediately if you breach Section 3 (Research Use Only) or Section 5 (Restrictions), if required by law, or to protect the Service or other customers. Either party may terminate for the other's material breach not cured within thirty (30) days of written notice.

On termination or cancellation (including via the Marketplace entitlement webhook), the tenant is offboarded: API keys are revoked, storage access is revoked, and data is handled per the Data Retention guide. Audit records are retained as required. Sections 3, 5–7, 10, 11, 13, and 14 survive termination.

13. Confidentiality

Each party will protect the other's confidential information with reasonable care and use it only to perform under this Agreement. This does not apply to information that is public, independently developed, or rightfully received from a third party.

14. Governing law and disputes

This Agreement is governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction.

15. General

This Agreement, together with the documents it incorporates and any executed order form, is the entire agreement between the parties on its subject matter. DysplasiaDx may update this Agreement on notice; continued use after the effective date constitutes acceptance. You may not assign this Agreement without consent; DysplasiaDx may assign it to an affiliate or successor. If any provision is unenforceable, the remainder stays in effect. Notices to DysplasiaDx: contact@dysplasiadx.com, or Dysplasia Diagnostics Limited, 85 Great Portland Street, London, England, W1W 7LT.

Dysplasia Diagnostics Limited (trading as DysplasiaDx) · Research Use Only · Not for use in diagnostic procedures.