InnoEco Platform Access Agreement

1. Purpose of This Agreement

This InnoEco Platform Access Agreement governs access to and use of the InnoEco platform, website, account system, onboarding workflow, RFQ tools, provider discovery tools, AI-assisted matching tools, communication tools, document exchange tools, and related services.

This Agreement includes and incorporates the following sections: Website Terms of Use; Privacy Policy; Acceptable Use Policy; Electronic Communications and E-Sign Consent; Confidentiality and Data Use Rules; AI Matching and Ranking Disclaimer; Compliance, Sanctions, and Export-Control Acknowledgment; InnoEco Platform Role Disclaimer; No-PHI and No-GxP Upload Rules; and Non-Circumvention Acknowledgment.

By clicking "I Agree," creating an account, logging into the platform, submitting information, viewing RFQs, contacting users, or continuing onboarding, the user agrees to this Agreement on behalf of themselves and, if applicable, the organization they represent.

2. Authority to Accept

The user represents and warrants that:

• The user is at least 18 years old.
• The user has authority to create an account.
• The user has authority to submit information to InnoEco.
• The user has authority to accept this Agreement on behalf of the organization identified during onboarding.
• All onboarding information submitted by the user is accurate and not misleading.

3. InnoEco Platform Role

InnoEco is a marketplace and workflow platform designed to support structured discovery, communication, RFQ management, documentation, and project visibility between project sponsors and life-science service providers.

Unless expressly agreed in a separate written agreement signed by InnoEco, InnoEco is not acting as a sponsor, CRO, CDMO, laboratory, clinical trial operator, quality unit, regulatory consultant, medical or clinical adviser, IRB or ethics committee, physician or healthcare provider, escrow agent, payment transmitter, or procurement agent with authority to bind either party.

Sponsors remain responsible for selecting providers, approving project scope, approving protocols, making regulatory decisions, conducting technical and quality due diligence, and determining whether a provider is suitable for a specific project.

Providers remain responsible for the accuracy of their profiles, quotations, capabilities, personnel, quality systems, deliverables, subcontractors, and compliance obligations.

4. Website Terms of Use

Users agree to use InnoEco only for lawful business purposes related to life-science, biotech, pharma, academic, clinical research, CRO, CDMO, analytical, bioanalytical, preclinical, manufacturing, regulatory, or related professional services.

Users must not:

• Submit false, misleading, or unauthorized information.
• Misrepresent provider capabilities, certifications, pricing, timelines, quality systems, or experience.
• Submit project information they do not have authority to disclose.
• Use the platform for illegal, unsafe, restricted, or deceptive activities.
• Attempt to reverse engineer, scrape, copy, or misuse InnoEco systems or data.
• Interfere with platform security, availability, or integrity.
• Upload malware or harmful code.
• Violate confidentiality, privacy, intellectual property, export-control, sanctions, anti-bribery, or healthcare laws.
• Use InnoEco to bypass applicable platform fees or commercial obligations.
• Use InnoEco in a way that creates legal, regulatory, security, or reputational risk for InnoEco or other users.

5. Privacy Policy

InnoEco may collect information including name, email address, phone number, company name, job title, account credentials, user role, IP address, login and device information, organization profile information, provider capability information, sponsor project/RFQ information, communication records, uploaded files, usage analytics, and payment-related information if payment features are used.

InnoEco may use information to create and manage accounts, verify users and organizations, support onboarding, match RFQs with potentially relevant providers, enable communication, operate platform workflows, improve functionality, maintain security and prevent fraud, enforce agreements and platform rules, comply with legal obligations, and send administrative, legal, security, and service-related notices.

InnoEco may share information with providers or sponsors party to an engagement, service providers supporting hosting/security/analytics/communication/payment/legal/operational functions, legal or government authorities when required by law, and successors in a merger, acquisition, financing, restructuring, or sale of assets. InnoEco will not sell confidential project or provider information as a standalone data product.

Users should not upload protected health information, patient-identifiable information, regulated GxP records, or sensitive controlled information unless InnoEco has approved the workflow in writing. Privacy requests may be sent to cto@innobiotech.io, subject to legal, contractual, regulatory, security, and record-retention requirements.

6. Confidentiality and Data Use Rules

Users may receive or access confidential information through InnoEco, including RFQs, project descriptions, molecules, targets, assays, protocols, formulations, sequences, provider capabilities, pricing, documents, business plans, and communications.

Users agree to use confidential information only for the intended platform purpose, protect it using reasonable safeguards, limit access to authorized personnel, not disclose it to unauthorized third parties, not use it to compete unfairly or bypass platform relationships, and return or delete it when required by an applicable agreement.

More specific confidentiality terms may be included in separate NDAs, Sponsor Marketplace Access Agreements, Provider Participation Agreements, MSAs, SOWs, Quality Agreements, MTAs, or project-specific documents.

7. AI Matching and Ranking Disclaimer

InnoEco may use AI-assisted tools, structured data, provider-submitted information, sponsor-submitted information, and marketplace criteria to support provider discovery, project matching, RFQ routing, ranking, and workflow recommendations.

AI-generated results, provider rankings, summaries, recommendations, or matching outputs are decision-support tools only. InnoEco does not guarantee provider suitability, regulatory approval, agency acceptance, study/manufacturing/clinical success, data validity, commercial success, project funding, timeline completion, or scientific outcome.

Each user must perform independent scientific, legal, regulatory, technical, quality, financial, and business due diligence.

8. No-PHI and No-GxP Upload Rule

Unless InnoEco has approved a specific workflow in writing, users must not upload, submit, store, or transmit:

• Protected health information.
• Patient-identifiable information.
• Clinical subject data.
• Electronic source data.
• Regulated GxP records.
• Trial master file records.
• Batch records.
• Quality release records.
• Records requiring validated Part 11 handling.
• Controlled materials information.
• Export-controlled information.
• Sensitive biosafety or biosecurity information.

9. Compliance, Sanctions, and Export-Control Acknowledgment

Users agree to comply with all applicable laws and regulations, including those related to privacy and data protection, confidentiality, FDA-regulated activities, GLP/GMP/GCP where applicable, human-subject research where applicable, biosafety and biosecurity, export control, economic sanctions, anti-bribery and anti-corruption, debarment and excluded-party restrictions, intellectual property, and healthcare fraud and abuse laws where applicable.

Users represent that they are not restricted, sanctioned, debarred, excluded, or otherwise prohibited from using the platform or participating in relevant services.

10. Electronic Communications and E-Sign Consent

The user consents to receive agreements, notices, disclosures, updates, security alerts, invoices, and other communications electronically.

The user agrees that electronic acceptance, clickwrap acceptance, electronic signatures, electronic notices, and electronic records may have the same legal effect as written signatures and paper records, subject to applicable law.

The user is responsible for maintaining a valid email address and account access.

11. Non-Circumvention Acknowledgment

Users may not use InnoEco to identify, evaluate, contact, or receive introductions to sponsors, providers, consultants, or project opportunities and then bypass InnoEco to avoid applicable fees, platform obligations, or commercial terms.

Specific non-circumvention obligations may be further defined in role-specific agreements, including the Sponsor Marketplace Access Agreement or Provider Participation Agreement.

12. Relationship to Later Agreements

This Agreement governs access to and use of the InnoEco platform. It does not replace project-specific or role-specific agreements, including a Provider Participation Agreement, Sponsor Marketplace Access Agreement, Mutual NDA or CDA, Master Services Agreement, Statement of Work, Quality Agreement, Material Transfer Agreement, Data Processing Addendum, HIPAA Business Associate Agreement, Payment Terms, Regulatory Inspection Support Addendum, or Project Closeout and Archive Agreement.

If there is a conflict between this Agreement and a later signed project-specific agreement, the project-specific agreement should control for the specific project, unless the later agreement states otherwise.

13. Updates to This Agreement

InnoEco may update this Agreement from time to time. Material updates may require renewed acceptance. Continued access to or use of the platform after notice of updates may constitute acceptance of the updated Agreement, where permitted by law.

14. Account Suspension or Termination

InnoEco may suspend or terminate access if a user violates this Agreement, provides false or misleading information, misuses confidential information, attempts to bypass InnoEco, uploads unauthorized PHI or regulated records, violates compliance requirements, or creates legal, security, regulatory, operational, or reputational risk.

15. Acknowledgment and Acceptance

By clicking "I Agree," creating an account, logging into InnoEco, submitting information, or continuing onboarding, the user confirms that they have read, understood, and agreed to this InnoEco Platform Access Agreement, including the Website Terms, Privacy Policy, Acceptable Use Policy, Electronic Communications Consent, Confidentiality Rules, AI Matching Disclaimer, Compliance Acknowledgments, and Platform Role Disclaimer.