Early Access Program Terms

Last updated: March 09, 2026

1. Background

1.1. These Early Access Program Terms (the “Terms”) apply together with the Order Form and any additional terms for Professional Services agreed upon in writing. Together, these documents form the “Agreement” between Axcela Bio AB (“Axcela Bio”), and the customer identified in the Order Form together with its Affiliates, as defined below (the “Customer”).

1.2. In the event of any conflict between the Order Form and these Terms, the Order Form shall take precedence.

2. Definitions

“Affiliate” shall mean, with respect to a party, any entity that, as of the Effective Date, directly or indirectly controls, is controlled by, or is under common Control with that party. For purposes of this definition, “Control” means the ownership of more than fifty percent (50%) of the voting securities of an entity, or the power to otherwise direct the management and policies of that entity through ownership, contract, or otherwise. For the avoidance of doubt, affiliates acquired or established after the Effective Date shall not be included in the definition.

“Agreement” shall mean these Terms together with the Order Form.

“Authorised Users” shall mean, as specified in the applicable Order Form:

(a) such named natural persons (up to the agreed number in the applicable Order Form, if provided) who are provisioned by the Customer or Axcela Bio to access and use one or more Products licensed under this Agreement; or

(b) if the Order Form specifies an enterprise-wide license, any employee of the Customer located within the designated site(s), country, region, or global location(s), provided that each such employee must be individually provisioned as a named user. In all cases, use of the Products shall be solely for the Internal Business Use of the Customer, and the Customer shall remain fully responsible and liable for all use by its Authorised Users.

“Copyright Policy” shall mean Axcela Bio’s copyright policy, available at https://www.axcela.bio/legal/copyright-policy.

“Customer Data” shall mean any information or data provided by Customer to Axcela Bio originating from Customer’s use of the Products or otherwise provided from Customer to Axcela Bio under the performance of this Agreement.

“Customer Personal Data” shall mean Personal Data received from the Customer, or which have arisen in connection with Authorised Users’ use of any Product or from facilitating the Customer’s use of any Product.

“Feedback” shall mean any input provided by the Customer to Axcela Bio regarding the Products and/or Platform.

“Fees” shall mean the Product subscription fees, Professional Services fees, and any other fees payable by the Customer to Axcela Bio, in each case as specified in the Order Form.

“Internal Business Use” shall mean use of the Products solely in the operation of the Customer’s own business, and not for the benefit of, or to provide services to, any third party.

“Party” and “Parties” shall mean either of Customer and Axcela Bio and Customer and Axcela Bio together, respectively.

“Personal Data” shall mean personal data as defined in the applicable data protection legislation of the European Union, including the GDPR, as amended or replaced from time to time.

“Privacy Policy” shall mean Axcela Bio’s policy for the processing of Personal Data, available at https://www.axcela.bio/legal/general-privacy-policy.

“Platform” shall mean Axcela Bio’s cloud-based foundation layer that provides identity and access management, security, user provisioning, API key management, single sign-on configuration, and related administrative services, and through which Authorised Users gain access to one or more Products.

“Products” shall mean the distinct subscription services delivered via the Platform, which are specified in the Order Form.

“Professional Services” shall mean the professional services (such as e.g. implementation, onboarding, training, or consulting) that may be provided by Axcela Bio to the Customer, as expressly set out in the Order Form.

“SLA” shall mean Axcela Bio’s service level agreement available at https://www.axcela.bio/legal/service-level-agreement.

“Subscription Term” shall mean, with respect to each Product, the period of time during which the Customer is licensed to use that Product, between the start date and end date which are specified in the applicable Order Form.

“Term” shall mean the period during which this Agreement is in force, beginning on the Effective Date and continuing until the latter of (i) the date on which all Subscription Terms for all Products licensed under the Order Form have expired or been terminated in accordance with these Terms, or (ii) the date on which all Professional Services ordered have been delivered.

3. Access and use rights

3.1. Grant of rights. Subject to the terms and conditions of this Agreement, including the timely payment of Fees, Axcela Bio hereby grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Products during the applicable Subscription Term, solely for the Customer’s Internal Business Use.

3.2. Scope. Customer’s rights under Section 3.1 apply only to the Products identified in the Order Form and provisioned via the Platform and are limited to the scope set forth in the Order Form.

3.3. Outputs. Customer shall have a non-exclusive, royalty-free right to use reports, visualisations, graphs, or other outputs generated by the Products (with the exception of content owned by a third party) for its Internal Business Use. In case such outputs are disclosed externally, Customer shall clearly state that such content originates from the relevant Axcela Bio Product and include any required copyright notices.

3.4. Reservation of rights. Except for the limited rights expressly granted in this Section 3, no other rights are granted to the Customer in relation to the Products, the Platform, or any related intellectual property, and all such rights are expressly reserved by Axcela Bio.

4. Customer obligations

4.1. General. The Customer undertakes to:

(a) pay all Fees to Axcela Bio in accordance with this Agreement, as further stipulated in Section 9;

(b) comply with this Agreement and with all policies referenced herein (including Axcela Bio’s Privacy Policy and Copyright Policy) and ensure that its Authorised Users do likewise. The Customer accepts liability for any loss, damage, cost, or other liability Axcela Bio may incur as a result of a breach of this Agreement by an Authorised User; and

4.2. Authorised users. In relation to its Authorised Users, the Customer undertakes that:

(a) only Authorised Users are permitted to access and use the Products,

(b) no account, login credentials, or API key shall be shared between more than one individual Authorised User at any time;

(d) access to the Products by an Authorised User shall immediately cease upon termination of that individual’s employment or engagement with the Customer; and

(e) Customer shall promptly update or revoke Authorised User access via the Platform (or request Axcela Bio to do so) to reflect termination of employment.

4.3. Acceptable use. The Customer shall not, and shall ensure that its Authorised Users shall not, directly or indirectly:

(a) upload, distribute, or transmit any content that is unlawful or, infringing on any third party’s intellectual property or proprietary rights; or

(b) use the Products or Platform to facilitate illegal activity.

4.4. Restrictions on use. The Customer shall not, and shall ensure that its Authorised Users shall not:

(a) except as expressly permitted under this Agreement or by applicable mandatory law, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any part of the Platform or Products in any form or media;

(b) reverse compile, disassemble, reverse engineer, decompile, or otherwise attempt to derive the source code, algorithms, or underlying structure of all or any part of the Platform or Products, except to the extent permitted by applicable mandatory law;

(c) take any action that may damage, disable, overburden, impair, or otherwise negatively affect the operation or security of the Products, Platform, or any third-party systems;

(d) use automated retrieval devices, including crawlers, spiders, bots, or similar technologies, to access the Platform or Products;

(e) access or use the Platform or Products to build or support a product or service that competes with Axcela Bio;

(f) license, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise make the Platform or Products available to any third party, except to Authorised Users as expressly permitted under Section 3;

(g) use any API provided by Axcela Bio except in connection with the specific third-party system(s) identified in the Order Form or otherwise approved in advance by Axcela Bio; or

(h) use the Platform, Products, or any data obtained therefrom to query and/or train large language models, chatbots, or other artificial intelligence systems.

4.5. Security and notification. The Customer shall use all reasonable endeavours to prevent any unauthorised access to or use of the Platform or Products and shall promptly notify Axcela Bio upon becoming aware of, or suspecting, any such unauthorised access or use.

4.6. Monitoring rights. Axcela Bio may monitor use of and access to the Platform and Products in order to verify the Customer’s compliance with this Agreement and to satisfy any applicable law, regulation, or valid governmental request. In addition, where Axcela Bio has a reasonable basis to believe that the Customer is in breach of Sections 4.2, 4.3, or 4.4, Axcela Bio shall have the right, upon reasonable prior notice and during normal business hours, to audit the Customer’s use of the Platform, Products, and any related data solely to verify compliance.

4.7. Suspension of Access. Without prejudice to any other rights or remedies, Axcela Bio may suspend or disable access for the Customer and/or any Authorised User if, in Axcela Bio’s reasonable discretion, the Customer or such Authorised User has failed to comply with Sections 4.2, 4.3, or 4.4.

5. Axcela Bio’s Obligations

5.1. Performance standard. Axcela Bio undertakes to provide the Products and any Professional Services with reasonable skill and care. If the Products do not conform to the undertaking in Section 5.1, Axcela Bio shall, at its expense and in its sole discretion, use reasonable commercial endeavours to correct such non-conformance promptly. Such correction shall constitute the Customer’s sole and exclusive remedy for any breach of Section 5.1.

5.2. Limitations and disclaimers. Notwithstanding the foregoing, Axcela Bio:

(a) does not warrant that the Customer’s use of the Products will be uninterrupted or error-free, or that the Products or the information obtained through the Products will meet the Customer’s requirements; and

(b) shall not be responsible for any delays, delivery failures, loss of data, or other loss or damage resulting from the transfer of data over communications networks and facilities (including the Internet), and the Customer acknowledges that the Products may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

5.3. Availability. Availability of the Platform and Products is governed by Axcela Bio’s SLA.

5.4. Suspension for maintenance. Axcela Bio may temporarily suspend access to the Platform or Products in accordance with the SLA, including for scheduled or emergency maintenance.

5.5. Intellectual property claims. If any Product becomes, or in Axcela Bio’s reasonable opinion is likely to become, the subject of a claim of intellectual property rights infringement, Axcela Bio may, at its option and expense:

(i) obtain for the Customer the right to continue using the Product in accordance with this Agreement;

(ii) replace or modify the Product so that it becomes non-infringing without materially reducing its functionality; or

(iii) if neither (i) nor (ii) is reasonably feasible, remove the infringing part of the Product.

If Axcela Bio cannot reasonably obtain the remedies described above, Axcela Bio may terminate the Customer’s rights to the affected Product, in which case Axcela Bio shall refund the Customer, on a pro-rata basis, any prepaid fees covering the remaining portion of the applicable Subscription Term.

Axcela Bio shall have no liability under this Section 5.5 to the extent that the claim arises from:

(a) use of the Products outside the scope of this Agreement or in breach of this Agreement or applicable law; or

(b) Customer Data or any other materials provided by the Customer.

The remedies in this Section 5.5 shall be the Customer’s sole and exclusive remedies, and Axcela Bio’s entire liability, in respect of any claim of intellectual property rights infringement.

6. Customer data

6.1. Ownership. As between the Parties, the Customer shall retain all rights, title, and interest in and to the Customer Data.

6.2. Processing. The Customer agrees that Axcela Bio may collect, use, and process Customer Data supplied to or collected by Axcela Bio for the purposes of (i) performing its obligations under this Agreement, (ii) providing support and maintenance to the Customer, and (iii) maintaining and improving the Platform and Products.

6.3. Protection. Axcela Bio shall implement and maintain appropriate technical and organisational measures to protect Customer Data against unauthorised or unlawful processing, destruction, or damage, and shall process Customer Data in accordance with applicable law and Axcela Bio’s Privacy Policy.

6.4. Disclosure. Customer Data shall not be disclosed to any third party except (i) to Axcela Bio’s hosting providers and subcontractors engaged to perform obligations under this Agreement, or (ii) as required by applicable law or valid governmental order.

6.5. Retention and Deletion. Upon termination or expiration of this Agreement, Axcela Bio shall, in accordance with its data management policy:

(a) securely delete Customer Data from its active systems within sixty (60) days of a written deletion request; and

(b) upon Customer’s written request made within thirty (30) days of termination, provide Customer with a copy of its Customer Data in a commonly used electronic format.Axcela Bio may retain archival copies of Customer Data for backup, legal, or compliance purposes, which will be securely deleted in accordance with its data management policy.

7. Personal Data

7.1. Processing by Axcela Bio. The Customer agrees that Axcela Bio may collect, and process Customer Personal Data supplied to or collected by Axcela Bio for the purposes of (i) performing its obligations under this Agreement, (ii) providing support to the Customer, and (iii) maintaining and improving the Platform and Products. Such data may be stored or processed by Axcela Bio or its authorised subprocessors on servers located in the EU, the USA, or other jurisdictions, provided that such processing is carried out in accordance with applicable data protection laws and Axcela Bio’s Privacy Policy.

7.2. Compliance by Axcela Bio. In providing the Products, Axcela Bio shall comply with its Privacy Policy, which describes how Axcela Bio collects, processes, stores, and protects Personal Data.

7.3. Compliance by Customer. The Customer shall comply with all applicable data protection, privacy, and marketing legislation in relation to any Personal Data it accesses, retrieves, or processes through the Products.

8. Third Party Providers

8.1. Third-Party Services. The Products may enable the Customer to access or integrate with third-party applications, services, data sources, or websites (“Third-Party Services”). The Customer acknowledges that its use of any Third-Party Services is solely at its own risk and subject to the applicable terms of those third parties.

8.2. No Responsibility. Axcela Bio makes no representations or warranties and shall have no liability or obligation with respect to any Third-Party Services, including their availability, accuracy, content, or security.

8.3. Changes to Availability. Axcela Bio may modify, substitute, or discontinue access to any Third-Party Service at its discretion where such third party ceases to make the service available, imposes restrictions, or where continued access would pose legal, security, or business risks.

9. Payment

9.1. Billing details. The Customer shall provide Axcela Bio with valid, up-to-date, and complete billing and contact details as of the Effective Date, and shall keep such information current throughout the Term.

9.2. Invoicing. Fees shall be invoiced as set out in the Order Form. Invoices will be provided in electronic format only.

9.3. Payment terms. Unless otherwise agreed in writing, all invoices are payable within sixty (60) days of the invoice date.

9.4. Late payment. If Axcela Bio has not received payment by the due date, without prejudice to any other rights or remedies:

(a) Axcela Bio may, without liability to the Customer, suspend or disable the Customer’s and/or its Authorised Users’ access to the Platform, Products, or Professional Services until such amounts are paid in full; and

(b) interest shall accrue on overdue amounts from the day following the due date until payment is made in full, at a rate of twelve percent (12%) per annum or the maximum rate permitted by applicable law, whichever is lower.

9.5. Taxes. All Fees are exclusive of VAT, sales tax, use tax, GST, withholding tax, and any other similar taxes, duties, or charges imposed by any governmental authority in connection with this Agreement. The Customer shall be responsible for all such taxes, duties, and charges, except for taxes imposed on Axcela Bio’s net income. Where required, the Customer shall provide valid exemption documentation.

9.6. No set-off. The Customer shall make all payments under this Agreement without deduction or set-off of any kind, except as may be required by applicable law.

9.7 Renewal. Each Subscription Term will end on the date specified in the applicable Order Form and will not automatically renew. Any renewal of a Subscription Term requires the parties’ mutual written agreement.

10. Intellectual Property Rights

10.1. Ownership. The Customer acknowledges and agrees that Axcela Bio and/or its licensors own and shall retain all right, title, and interest, including all intellectual property rights, in and to the Platform, Products, and all related software, databases, methodologies, data gathering processes, data cleaning processes, analyses, presentations, visualisations, layouts, delivery formats (including printed, digital, and software applications), algorithms, source code, and Axcela Bio’s trade names, logotypes, and trademarks, whether registered or unregistered.

10.2. Feedback. Any Feedback shall be owned by Axcela Bio and shall be considered as Axcela Bio’s Confidential Information (as defined below).

10.3. No Implied Rights. Except as expressly set out in this Agreement, no rights, title, or licenses are granted to the Customer, whether by implication, estoppel, or otherwise, with respect to the Platform, Products, or any intellectual property right of Axcela Bio or its licensors.

10.4. Customer Content. This Section 10 does not affect the Customer’s ownership of Customer Data or Customer Personal Data, which shall remain the property of the Customer or its licensors.

11. Confidentiality

11.1. Definition. “Confidential Information” means any non-public, technical, commercial, or business information disclosed by one Party (each, a “Disclosing Party”) to the other Party (each, a “Receiving Party”) in connection with this Agreement, whether or not marked or identified as confidential, including but not limited to data, drawings, inventions, documentation, know-how, software, designs, business plans, pricing, and product roadmaps, in any form (written, oral, graphic, electronic, or otherwise).
For the avoidance of doubt:
Customer Data and Customer Personal Data shall always be deemed Confidential Information of the Customer.
Axcela Bio’s algorithms, methodologies, and product roadmaps shall always be deemed Confidential Information of Axcela Bio.

11.2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate:

(a) was publicly available at the time of disclosure or becomes publicly available other than through breach of this Agreement;

(b) was already lawfully known to the Receiving Party prior to disclosure;

(d) must be disclosed pursuant to applicable law, regulation, or valid court or governmental order, provided that (to the extent legally permitted) the Receiving Party gives prompt notice to the Disclosing Party and cooperates in seeking confidential treatment.

11.3. Use and Disclosure. The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement, and shall not disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, and professional advisers who have a need to know and are bound by confidentiality obligations no less protective than those in this Agreement.

11.4. Protection. Each Party shall take all reasonable measures to protect the confidentiality of the other Party’s Confidential Information, at least equivalent to the measures it applies to its own confidential information of a similar nature, and shall be fully responsible for any breach of this Section 11 by its representatives.

11.5. Security. Axcela Bio’s internal information security policy governs all aspects of information security at Axcela Bio. The Customer, as well as potential customers, may inquire about Axcela Bio’s information security by contacting info@axcela.bio.

11.6. Survival. The obligations in this Section 11 shall survive termination or expiration of this Agreement for a time period of five (5) years.

12. Indemnity

12.1. Customer Indemnity. The Customer shall defend, indemnify, and hold harmless Axcela Bio and its officers, directors, employees, and contractors from and against any and all claims, actions, proceedings, losses, damages, liabilities, expenses, and costs (including reasonable legal fees) arising out of or in connection with:

(a) the Customer’s or any Authorised User’s breach of this Agreement;

(b) the Customer’s or any Authorised User’s use of the Platform, Products, or Professional Services in violation of applicable law; or

(c) any allegation that the Customer Data infringes, misappropriates, or otherwise violates the intellectual property or other rights of a third party.

13. Limitation of Liability

13.1. Exclusion of liability. Except as expressly and specifically provided in this Agreement:

(a) Axcela Bio shall have no liability for any damage, loss, or claims arising out of or in connection with the Customer’s use or performance of the Platform, Products, or Professional Services, including any inaccuracy, error, omission, or other cause;

(b) although Axcela Bio uses reasonable endeavours to ensure that information provided via the Products is accurate, all such information is provided on an “as is” basis and Axcela Bio makes no representations, warranties, or guarantees (express or implied) as to accuracy, completeness, fitness for a particular purpose, or non-infringement; and

(c) the Customer is solely responsible for its conclusions, decisions, analyses, and actions taken in reliance on information or outputs obtained through the Platform, Products, or Professional Services.

13.2. Force majeure. Axcela Bio shall have no liability under this Agreement if performance of its obligations is prevented or delayed by acts, events, omissions, or circumstances beyond its reasonable control, including but not limited to strikes, lock-outs or other labour disputes, failure of utilities, transport, or telecommunications networks, war, riot, civil commotion, acts of terrorism, malicious damage, compliance with law or governmental order, accident, breakdown of plant or machinery, fire, flood, storm, extreme weather events, epidemic, pandemic, or failure of suppliers or subcontractors. Axcela Bio shall notify the Customer of the event and its expected duration.

13.3. Mandatory liability. Nothing in this Agreement shall exclude or limit liability which cannot be excluded or limited under applicable mandatory law.

13.4. Cap on liability. Subject to Sections 13.2 and 13.3, Axcela Bio’s total maximum aggregate liability, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this Agreement, shall not exceed the total Fees actually paid by the Customer under the applicable Order Form in the twelve (12) month period immediately preceding the event giving rise to the claim.

14. Term and Termination

14.1. Term. This Agreement shall commence on the Effective Date and shall continue for the Term, unless earlier terminated in accordance with this Section 14.

14.2. Termination for cause. Without prejudice to any other rights or remedies, either Party may terminate this Agreement with immediate effect by written notice if:(a) the other Party commits a material breach of this Agreement and (if such breach is remediable) fails to remedy it within thirty (30) days of written notice; or(b) the other Party becomes insolvent, files for bankruptcy, is declared bankrupt, enters into administration, or has a receiver, trustee, or similar officer appointed over its assets.

14.3. Axcela Bio’s right to terminate for cause. Axcela Bio may terminate this Agreement with immediate effect by written notice if the Customer:

(a) becomes a direct competitor of Axcela Bio; or

(b) provides, sells, sublicenses, discloses, or transmits the Platform or Products (or any portion thereof) to a competitor of Axcela Bio, or otherwise makes them available to actual or potential competitors.

14.4. Effects of termination. Upon expiration or termination of this Agreement for any reason:

(a) all rights and licenses granted to the Customer under this Agreement shall immediately cease;

(b) the Customer shall, within ten (10) days, permanently delete and/or destroy all copies of Axcela Bio’s Confidential Information and any data provided by or made available through the Platform (including any data exported or retrieved via API, download, or other means) in its possession or control, and, upon Axcela Bio’s request, certify such deletion or destruction in writing; provided, however, that Customer may retain copies of such Confidential Information or data solely to the extent required to comply with applicable law or regulatory requirements, and further provided that any such retained copies shall remain subject to the confidentiality and security obligations of this Agreement until deleted or destroyed.

(d) except as expressly provided in this Agreement (i.e., pro rata refund under Section 5.5), Axcela Bio shall have no obligation to refund any Fees paid; and

(e) the accrued rights of the Parties at termination, and any provisions intended to survive termination, shall not be affected.

14.5. Survival. Sections 10 (Proprietary Rights), 11 (Confidentiality), 12 (Indemnity), 13 (Limitation of Liability), 14 (Term and Termination), and 15 (General Provisions) shall survive any expiration or termination of this Agreement.

15. General Provisions

15.1. Severability. If any provision (or part of a provision) of this Agreement is found by a court or other body of competent jurisdiction to be invalid, unenforceable, or illegal, such provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions of this Agreement shall remain in full force and effect.

15.2. Entire Agreement. This Agreement, together with the Order Form and any documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations, understandings, and communications, whether oral or written, relating to the same subject matter.

15.3. Assignment. Neither Party may assign, transfer, charge, sub-contract, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, each Party may assign or transfer this Agreement (in whole or in part) without the other Party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

15.4. Notices. Any notice required under this Agreement shall be in writing and delivered by hand, courier, or e-mail (requiring read receipt) to the contact details set out in the Order Form (or such other details as a Party may notify from time to time). In addition, Axcela Bio may provide routine notifications through the Platform.

15.5. Governing Law. This Agreement and any disputes or claims arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its conflict of law principles.

15.6. Dispute resolution. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The seat of arbitration shall be Gothenburg, Sweden. The language to be used in the arbitral proceedings shall be English.