AI Agent Service Terms & Conditions

Effective Date: July 1^st, 2026

1. Definitions
For purposes of these Terms:
- “AI Agent” means GenScript’s proprietary conversational artificial intelligence interface, accessible through the designated platform at “www.genscript.com”, designed to assist Users with pre-sales inquiries, order placement guidance, and post-sales support including order status tracking and secure download of authorized documentation.
- “AI Input” means any text, data, files, prompts, commands, or other content submitted by a User to the AI Agent during an interaction.
- “AI Output” means any response, summary, document, recommendation, confirmation message, file link, or other output generated by the AI Agent in reaction to AI Input.
- “User” means any individual or legal entity that accesses or uses the AI Agent, whether directly or through an authorized representative.
- “Order” means a commercial transaction for products or services offered by GenScript, which may be initiated via the AI Agent but is only binding upon fulfillment of the validation conditions set forth in Section 3.2.
- “Post-Sales Files” means documents made available for download via the AI Agent following order fulfillment, including but not limited to Certificates of Analysis (COA), invoices, experimental reports and shipping manifests.
- “Customer Data” means any data, confidential information, or proprietary material provided by User as part of AI Input.
- “Service” collectively refers to all functionalities offered through the AI Agent under these Terms.
2. Scope of Service
The AI Agent provides automated, non-binding assistance across three primary phases:

Pre-Sales Support
- Product/service recommendations;
- Provisional pricing estimates and lead time projections;
- Technical specifications and application notes.
Order Placement Assistance
- Drafting purchase requests or quote templates;
- Guiding Users toward appropriate payment methods and contractual terms;
- Summarizing key transactional elements — not constituting a legally binding offer or acceptance.
Post-Sales Functions
- Real-time order status updates (based on backend system sync);
- Secure, authenticated access to downloadable Post-Sales Files;
- Initiation of basic customer support tickets routed to human agents.
Important Notice: The AI Agent is an automation tool and does not replace professional judgment, legal counsel, regulatory review, or formal contract execution. All outputs are advisory and subject to verification.
3. Use Authorization & Responsibilities
3.1 Limited License Grant

By using the AI Agent, User grants GenScript a non-exclusive, worldwide, royalty-free, revocable license to process AI Input solely for delivering the requested Service. This includes temporary storage, parsing, and transformation necessary for generating AI Output.

Users must ensure that:
- No sensitive, regulated, or personally identifiable information (PII) — including payment credentials, proprietary sample IDs, or export-controlled materials — is transmitted unless done so through GenScript’s encrypted, role-based authentication systems.
- Compliance with applicable laws remains the sole responsibility of the User.
3.2 Binding Order Requirements

No Order placed via the AI Agent shall become effective until both of the following occur:

(a) Successful authentication of User identity via corporate account login or verified credential;

(b) Issuance by GenScript of a written confirmation via official email or platform notification.

Reservation of Rights: GenScript reserves the right, to reject, modify, cancel, or place holds on any Order — with or without cause — and shall incur no liability for such actions.

3.3 User Verification Obligations

User acknowledges and agrees that:
- AI Outputs may contain errors, omissions, outdated references, hallucinations, or misinterpretations due to the probabilistic nature of generative AI models.
- It is User’s sole responsibility to independently verify all AI Outputs — particularly regarding pricing, product availability, technical specifications, delivery timelines, scientific claims, and regulatory suitability — before taking action or making decisions.
- Strict Prohibition: Reliance on AI Output for clinical decision-making, diagnostic use, regulatory submissions, safety-critical applications, or Good Manufacturing Practice (GMP)/Good Laboratory Practice (GLP) environments is expressly forbidden.
4. Disclaimers & Limitations

4.1 “AS IS” AND “AS AVAILABLE”

THE AI AGENT AND ALL RELATED OUTPUTS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY. GENSCRIPT MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE AI AGENT WILL MEET USER’S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION, ERROR, OR SECURITY BREACH.

4.2 No Liability for AI Output or System Performance

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GENSCRIPT SHALL IN NO EVENT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO: DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, STATUTORY, OR AGGRAVATED DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER LEGAL THEORY.

4.3 No Intellectual Property Indemnification

Due to the generative, statistical, and non-deterministic nature of AI technology, GenScript does not provide indemnification, defense, or compensation for any third-party intellectual property infringement claims arising from AI Output. Users assume full risk of IP clearance for any AI-generated content they choose to deploy commercially.
5. Data Ownership & Intellectual Property
5.1 User Retains Ownership of Input & Output

User retains all rights, title, and interest in its AI Input. To the extent permitted by law, User also owns the specific AI Output generated in direct response to their Input. GenScript hereby irrevocably assigns any incidental rights it may acquire in such AI Output back to User.

However, this assignment does not extend to:
- Underlying algorithms, training datasets, model weights, logic flows, UI/UX designs, or system architecture powering the AI Agent — all of which remain GenScript’s exclusive property.
- Aggregated, anonymized usage analytics derived from multiple.
5.2 GenScript Proprietary Rights

The AI Agent, including its software code, machine learning models, prompt engineering frameworks, and interface design, constitutes valuable trade secrets and proprietary technology owned exclusively by GenScript.

User shall not: reverse engineer, decompile, disassemble, scrape, extract model parameters, clone functionality, or create derivative works based on the AI Agent for competitive or commercial reuse.

GenScript may collect, anonymize, and aggregate non-personal usage patterns (excluding Customer Data) to improve service quality, train future models, or develop new features — consistent with its Privacy Policy.
6. Acceptable Use Restrictions
User agrees not to:
- Use the AI Agent for illegal, fraudulent, harassing, abusive, or unethical activities;
- Submit inputs designed to “jailbreak,” manipulate, exploit vulnerabilities, or bypass intended functionality (“prompt injection attacks”);
- Misrepresent AI Output as official company policy, scientific endorsement, certified data, or legally binding commitment;
- Automate high-frequency queries (bots, scripts, scrapers) that degrade system performance or availability;
- Upload malware, viruses, or harmful code.
Violation of these restrictions may result in immediate suspension or termination of access without prior notice. GenScript reserves the right to report violations to relevant authorities where required by law.
7. Term, Modification & Termination
- These Terms shall remain in effect until terminated by either party.
- GenScript may revise these Terms at any time by providing advance notice via email or posting on the platform. Continued use after such notice constitutes acceptance of revised terms.
- GenScript may, at its sole discretion, discontinue, restrict, or sunset any feature of the AI Agent without liability or obligation to migrate data.
- Conversations that have been inactive for more than 1 month may be permanently deleted, along with associated session logs and temporary files, without recovery option.
8. Indemnification
User shall defend, indemnify, and hold harmless GenScript, its affiliates, officers, directors, employees, and agents from and against any third-party claims, losses, damages, costs, expenses (including reasonable attorneys’ fees) arising out of or related to:
- User’s misuse or unauthorized use of the AI Agent;
- Reliance on unverified or inaccurate AI Output;
- Breach of data security obligations or submission of infringing, unlawful, or malicious AI Input;
- Violation of export control, sanctions, biosafety, or data protection laws.
9. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, United States of America, without giving effect to any principles of conflicts of law.

Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the AI Agent shall be subject to the exclusive jurisdiction of the state and federal courts located in New Jersey, USA.

AI DISCLAIMER

GenScript’s AI Services are experimental, evolving technologies. They may generate inaccurate, incomplete, inconsistent, or inappropriate responses. You are solely responsible for verifying all AI-generated content — especially for scientific accuracy, regulatory compliance, commercial viability, or operational safety — before relying on it. GenScript expressly disclaims all liability for decisions made based on AI Output.

AI Agent Service Terms & Conditions

AI DISCLAIMER