Piper by Focena · Legal

PIPER BY FOCENA — TERMS OF SERVICE

Effective: June 24, 2026

These Terms of Service ("Terms") govern access to and use of the Piper by Focena platform.

1. Agreement and Acceptance

1.1 These Terms are a binding agreement between Focena, Inc. ("Focena," "we," "us," "our") and the individual or entity that accesses or uses Piper by Focena (the "Service"). By clicking "I agree," creating an account, or accessing or using the Service, you ("you," "Customer") accept these Terms. If you accept on behalf of an entity, you represent that you are authorized to bind that entity, and "you" includes that entity and its Authorized Users.

1.2 These Terms incorporate by reference the Acceptable Use Policy ("AUP"), the Privacy Policy, and — where applicable — an executed Order Form and/or Data Processing Addendum ("DPA"). In the event of conflict, an executed Order Form controls over these Terms, these Terms control over the AUP and Privacy Policy, and an executed DPA controls over all of the foregoing as to the processing of personal data.

2. Definitions

  • "Authorized User" means an individual whom you permit to use the Service under your account.
  • "Customer Data" means data, content, and materials you or your Authorized Users submit to the Service, other than Uploaded Papers.
  • "Proprietary Customer Data" means Customer Data that is your own proprietary, non-public research data — and does not include published papers, third-party works, or other source materials, whether or not you uploaded them.
  • "Uploaded Papers" means published papers, articles, datasets, and other third-party source works that you or your Authorized Users submit to the Service.
  • "Shared Corpus" means the corpus of source materials, metadata, and structured content that Focena assembles, curates, licenses, and makes available across tenants, including third-party open-licensed and public-domain works.
  • "Focena Materials" means the Service and all of its software, models, model weights and configurations, prompts, schemas, extraction and scoring methodologies, structured formats, user interfaces, documentation, and the Shared Corpus, together with all intellectual property rights in the foregoing.
  • "Focena Outputs" means the structured extraction results, scores, indices, connections, and analyses that the Service generates from the Shared Corpus, from Uploaded Papers or other published or third-party source works, or from Focena's compute, infrastructure, methodology, schemas, prompts, or contributor work product. Focena Outputs exclude Tenant-Private Outputs.
  • "Tenant-Private Outputs" means analyses, connections, scores, or other work product the Service generates solely from your Proprietary Customer Data within your isolated tenant environment, without drawing on the Shared Corpus. Tenant-Private Outputs exclude extraction results of Uploaded Papers or other published or third-party source works, which are Focena Outputs under §4.2 regardless of who uploaded the source work.
  • "Output" means any Focena Output or Tenant-Private Output.

3. Accounts, Eligibility, and Access

3.1 Access. Subject to these Terms and any applicable Order Form, Focena grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal research and evidence-assessment purposes.

3.2 Accounts. You are responsible for the security of your account credentials and for all activity under your account. Notify us promptly at focena@focena.ai of any unauthorized use.

3.3 Eligibility. The Service is for users 18 or older acting in a professional or research capacity. The Service is not directed to minors.

3.4 Research positioning. The Service is provided for research and evidence-assessment purposes only. See §12.

4. Ownership of the Service and Focena Materials

4.1 As between you and Focena, Focena and its licensors own all right, title, and interest in the Focena Materials, including all intellectual property rights. Nothing in these Terms transfers any ownership of Focena Materials to you.

4.2 Focena Outputs and extraction results. Focena Outputs — including the structured extraction results Focena generates from papers and other source materials, and the scores, indices, connections, and analyses derived from the Shared Corpus or from Focena's compute, infrastructure, methodology, schemas, or contributor work product — are owned by Focena. Focena also owns the extraction schemas, scoring definitions, prompts, and structured formats used to produce them. The enforceable scope of Focena's ownership is the original selection, arrangement, structure, and trade-secret value of the extraction results; underlying facts are not subject to ownership. Where an extraction result reproduces or adapts the protected expression of a source available under a Creative Commons license, the license conditions in §4.3 ride along with that portion.

4.3 Third-party open-licensed materials in the Shared Corpus. The Shared Corpus may include third-party works that Focena does not own but that are available under open licenses (such as Creative Commons licenses and public-domain dedications). Focena reproduces, distributes, and makes such works available only under and subject to their applicable license terms, and does not claim ownership of them. In particular:

  • Attribution. For works under CC BY, CC BY-SA, CC BY-NC, or similar attribution licenses, Focena preserves attribution, a link to the license, and an indication of any changes.
  • NonCommercial (NC). Works under CC BY-NC or other NonCommercial licenses are not distributed to, or made available for, commercial use, and are excluded from commercial users by the commercial gate.
  • ShareAlike (SA). Where Focena distributes an adaptation of a CC BY-SA (or other ShareAlike) work, that adaptation is licensed under the same or a compatible license. Verbatim redistribution of an SA work requires only attribution; where an extraction result is an adaptation of SA-licensed expression (rather than merely the underlying facts), the ShareAlike condition attaches to that portion.
  • NoDerivatives (ND). Works under CC BY-ND or other NoDerivatives licenses are distributed, if at all, only in unmodified form; Focena does not distribute adaptations of them. Facts extracted from an ND work remain usable.

4.4 Feedback. If you provide suggestions or feedback about the Service, you grant Focena a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation to you.

4.5 Reservation. All rights not expressly granted are reserved by Focena.

5. Customer Data and Uploaded Papers

5.1 You retain ownership of your Customer Data. As between you and Focena, you (or your licensors) retain all right, title, and interest in your Customer Data. Focena claims no ownership of your Customer Data.

5.2 Tenant-Private Outputs are yours. Tenant-Private Outputs are owned by you as between the parties, subject only to the license in §5.4 needed to deliver them to you. Your ownership extends to the specific output instance derived from your Proprietary Customer Data. It does not extend to, and Focena retains all right, title, and interest in, the extraction schemas, scoring definitions, methodology, models, prompts, and structured formats used to generate it, and Focena remains free to generate functionally similar outputs for itself and others.

Extraction results of Uploaded Papers and other published or third-party source works are Focena Outputs under §4.2 and are owned by Focena, regardless of who uploaded the source work or in which environment the extraction is generated. A "Tenant-Private Output" that in fact draws on the Shared Corpus, or that is an extraction of a paper or other published or third-party source work, is a Focena Output.

5.3 Focena does not claim ownership of Uploaded Papers. Focena does not assert and does not take ownership of Uploaded Papers or any third-party works you upload. Focena acts as a host and processor of such materials at your direction.

5.4 License you grant to Focena. You grant Focena a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, display, and create internal analytical work product from your Customer Data and Uploaded Papers solely as necessary to provide, secure, maintain, and improve the Service for you and to generate and deliver Outputs to you. This license is limited to the purposes of operating the Service and terminates as set out in §17, subject to retention of audit-log records (without retained content) and backups that age out under our standard recovery policies.

5.5 No model training on your data. Focena does not use your Customer Data, Proprietary Customer Data, or Uploaded Papers to train foundation models, and does not contribute them to the Shared Corpus. Third-party AI processing is performed under zero- or limited-retention configurations as described in §11.

5.6 Upload rights and warranty. You represent and warrant that you have all rights, licenses, and permissions necessary to upload your Customer Data and Uploaded Papers and to authorize the processing described in these Terms, and that doing so does not violate any law, contract, or third-party right.

5.7 Prohibited data; no PHI. You will not upload protected health information, individually identifiable health information, or other regulated personal or health data unless and until an applicable DPA and, where required, a business associate agreement have been executed and the data is expressly permitted under them. Published literature is not, by virtue of publication, treated as regulated health data.

6. Acceptable Use

Your use of the Service is governed by the AUP, which is incorporated into these Terms by reference. A violation of the AUP is a material breach of these Terms.

7. Fees and Payment

7.1 Fees, if any, are set out in your applicable plan or Order Form. Except as expressly stated, fees are non-refundable and exclusive of taxes, which are your responsibility (other than taxes on Focena's net income).

7.2 Billing basis. Usage-based fees, where applicable, are tied to infrastructure and compute consumption and not to the volume or content of materials processed.

7.3 Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and Focena may suspend the Service for non-payment after reasonable notice.

8. Confidentiality

8.1 Each party may receive the other's non-public information ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and subprocessors bound by confidentiality obligations.

8.2 Confidential Information does not include information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is rightfully received from a third party. Disclosure compelled by law is permitted with reasonable advance notice where lawful.

9. Data Handling, Privacy, and Security

9.1 Focena processes personal data as described in the Privacy Policy and, where applicable, the DPA. Focena maintains administrative, technical, and organizational safeguards designed to protect Customer Data and Uploaded Papers appropriate to the nature of the data.

9.2 Tenant isolation. Proprietary Customer Data and Tenant-Private Outputs are processed within your isolated tenant environment and are not made available to other tenants or merged into the Shared Corpus.

10. Third-Party Materials and Source Licenses

10.1 The Service surfaces, links to, and processes third-party materials subject to their own licenses and terms. You are responsible for complying with the license terms applicable to any third-party material you upload or access through the Service.

10.2 Focena enforces a commercial gate and license-tier controls over the Shared Corpus designed to honor NonCommercial, ShareAlike, NoDerivatives, and attribution conditions as described in §4.3.

11. Third-Party AI Providers

11.1 The Service uses third-party AI providers to process inputs and generate Outputs. Focena selects provider configurations that (a) do not train on inputs by default, and (b) provide zero or limited data retention. Output ownership and any model-output similarity caveats are subject to the applicable provider terms.

11.2 Provider availability, behavior, and terms may change. Focena is not responsible for provider acts or omissions outside its reasonable control.

12. Research Use Only; No Medical Advice; Disclaimer of Reliance

12.1 Research use only. The Service is an evidence-assessment and research tool. It is not a clinical decision-support system, a diagnostic tool, a regulatory-filing engine, a meta-analysis system, or a substitute for professional judgment, peer review, or independent verification.

12.2 NOT MEDICAL ADVICE; NOT FOR DIAGNOSIS OR TREATMENT. Outputs — including any therapeutic connections, drug-repurposing leads, mechanistic hypotheses, evidence scores, or other analyses — are informational and research-oriented only. They are NOT medical, clinical, diagnostic, prescriptive, or treatment advice. You must NOT use the Service or any Output:

  • to diagnose, treat, cure, mitigate, or prevent any disease or condition;
  • to make or inform any clinical, prescribing, dosing, patient-care, or treatment decision;
  • as a basis for initiating, modifying, or discontinuing any therapy;
  • as a substitute for consultation with a qualified healthcare professional or for review of primary sources and regulatory guidance.

Always consult qualified professionals and verify against primary sources before acting on anything surfaced by the Service.

12.3 Not a medical device; no regulatory clearance. The Service is not intended to be, and has not been cleared, approved, or authorized as, a medical device or clinical tool by the FDA or any other regulatory authority. No representation is made that the Service meets the requirements of any clinical, diagnostic, or medical-device regulation.

12.4 No professional relationship. Use of the Service does not create any physician-patient, clinical, advisory, fiduciary, or other professional relationship between you and Focena.

12.5 Assumption of risk. Outputs may be incomplete, inaccurate, or out of date. You assume all risk of any decision or action based on the Service or any Output.

12.6 In-product notice. A conspicuous version of this section is presented at onboarding and within the product: *"Piper by Focena is a research and evidence-assessment tool. Outputs are informational only and are not medical advice and not for diagnosis or treatment. Verify against primary sources and consult qualified professionals."*

13. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOCENA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT.

14. Limitation of Liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, DATA, OR GOODWILL.

14.2 EXCEPT FOR THE EXCLUDED CLAIMS IN §14.3, FOCENA'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

14.3 Excluded claims. The cap in §14.2 does not apply to your indemnification obligations under §15.1, your breach of the AUP, or either party's breach of its confidentiality obligations under §8.

14.4 Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions liability is limited to the maximum extent permitted by law.

15. Indemnification

15.1 By you. You will defend, indemnify, and hold Focena and its officers, directors, employees, contractors, and subprocessors harmless from claims, damages, liabilities, and costs (including reasonable attorneys' fees) arising from (a) your Customer Data or Uploaded Papers, (b) your breach of §5.6 (upload rights) or §5.7 (prohibited data), (c) your violation of the AUP or applicable law, (d) your violation of any third-party right, or (e) your use of any Output.

15.2 By Focena. Except as expressly stated in an executed Order Form, Focena provides no indemnification for the Service at this stage. Any IP-infringement indemnity, if offered, will be set out in the Order Form with its own scope, exclusions, and cap.

15.3 The indemnifying party's obligations are conditioned on prompt notice, sole control of the defense (with the other party's reasonable cooperation), and no settlement imposing non-indemnified obligations without consent.

16. Copyright and DMCA Policy

16.1 Focena respects intellectual property and responds to notices of alleged infringement under the DMCA, 17 U.S.C. §512.

16.2 Designated agent. Send infringement notices to Focena's designated agent at focena@focena.ai.

16.3 Counter-notification procedures are available under §512(g).

16.4 Repeat infringers. Focena maintains and enforces a policy of terminating, in appropriate circumstances, the accounts of users who are repeat infringers (17 U.S.C. §512(i)).

17. Term, Suspension, and Termination

17.1 These Terms apply while you use the Service or have an active subscription.

17.2 Suspension and termination by Focena. Focena may suspend or terminate your access if you violate these Terms or the AUP, if required by law, on discontinuation of the Service, or if Focena has a good-faith belief that continued access creates risk to the Service, other users, or third parties. Focena will provide advance notice and an opportunity to export your content where reasonable; in urgent circumstances (e.g., active security incidents or ongoing violations) Focena may suspend access immediately.

17.3 Effect of termination. On termination, the licenses you grant under §5.4 terminate, except that Focena retains audit-log records (without retained content) and may retain content in backups that age out under standard recovery policies. Focena Outputs and Focena Materials remain Focena's; your Customer Data and Tenant-Private Outputs remain yours and may be exported during any export window provided.

18. Modifications

18.1 Focena may modify, add, or discontinue features of the Service. Focena may amend these Terms prospectively on reasonable notice; material changes will be communicated, and continued use after the effective date constitutes acceptance. If you object to a material change, your remedy is to stop using the Service.

19. Governing Law and Dispute Resolution

19.1 These Terms are governed by the laws of the State of Colorado and applicable U.S. federal law, without regard to conflict-of-laws rules.

19.2 Venue. The state courts located in Boulder County, Colorado, and the federal courts for Boulder County, Colorado, have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and the parties consent to personal jurisdiction and venue in those courts.

20. General

20.1 Assignment. You may not assign these Terms without Focena's consent; Focena may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

20.2 Entire agreement. These Terms, the AUP, the Privacy Policy, and any Order Form/DPA are the entire agreement and supersede prior understandings.

20.3 Severability. If a provision is unenforceable, the rest remains in effect.

20.4 No waiver. Failure to enforce is not a waiver.

20.5 Force majeure. Neither party is liable for delays beyond its reasonable control.

20.6 Notices. Notices to Focena: focena@focena.ai. Notices to you: the contact on your account.

20.7 Relationship. The parties are independent contractors.

Last updated: June 24, 2026

Terms of Service — Piper by Focena