Intrepid Labs Terms of Service

These Terms of Service were last updated on February 18, 2026.

These Intrepid Terms of Service (together with any attachments and exhibits, the “Terms of Service”) supplement and form part of the agreement between Intrepid Labs Inc. (“Intrepid”) and the customer identified therein (“Customer”) governing the provision of services by Intrepid to Customer relating to the development of pharmaceutical formulations (the "Customer Agreement"). In the event of any conflict between these Terms of Service and the Customer Agreement, the Customer Agreement shall control unless such conflict is regarding the Intrepid Dashboard. These Terms of Service become effective on the date Customer first uses any part of the Intrepid Dashboard (the “Effective Date”).  Intrepid and Customer will be referred to together as the “Parties” and each a “Party”. These Terms of Service sets forth the terms and conditions that govern the provision and use of the Intrepid Dashboard. 

BY USING THE INTREPID DASHBOARD (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THESE TERMS OF SERVICE, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE INTREPID DASHBOARD. CUSTOMER REPRESENTS AND WARRANTS TO INTREPID THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE INTREPID DASHBOARD ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO INTREPID THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THESE TERMS OF SERVICE.

Definitions

(a)            “Administrator User Account” means the administrator account for use by an Administrator User.

(b)            “Administrator User(s)” means those employees of Customer that are authorized by Customer to create Customer User Accounts on Customer’s behalf through an Administrator User Account.

(c)            “Affiliate” means, with respect to a Party, any corporation or other legal entity which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.

(d)            “Anonymous Data” means data that is non-identifiable as to any individual and otherwise does not constitute “personal information” under Privacy Law.

(e)            “Applicable Law” means applicable statutes, by-laws, rules, regulations, orders, ordinances or judgments, in each case of any Governmental or Regulatory Authority.

(f)             “Customer Data” means any data (other than Anonymous Data and Usage Data), information, content, records, and files that Customer or any of its Permitted Users loads or enters into, transmits to, or makes available to the Intrepid Dashboard. 

(g)            “Customer Personal Information” means Customer Data that is Personal Information.

(h)            “Customer User Accounts” means:

(i)             Each user account created by an Administrator User for those active employees of Customer that are permitted by Customer to access and use the Intrepid Dashboard; and

(ii)             Administrator User Accounts.

(i)             “Excluded Downtime” means any of the following:

(i)            Periods when Intrepid is performing scheduled maintenance;

(ii)           Any downtime resulting from outages of third-party connections or utilities or other reasons beyond Intrepid's control, including Internet access problems;

(iii)          Any downtime resulting from Intrepid's suspension of the Intrepid Dashboard in accordance with these Terms of Service;

(iv)          Any downtime resulting from a Force Majeure Event;

(v)           Any downtime resulting from Customer’s breach of these Terms of Service;

(vi)          Any downtime for emergency maintenance; or

(vii)         Any downtime resulting from Intrepid's blocking of data communications or other aspects of the Intrepid Dashboard in accordance with its policies.

(j)             “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

(k)            “Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations, and adaptations.

(l)             “Permitted User(s)” means individuals with an active Customer User Account.

(m)          “Personal Information” means information about an identifiable individual.

(n)            “Privacy Law” means any Applicable Law that governs the privacy or security of Customer Personal Information.

(o)            “Process” and its variants means to collect, use, modify, retrieve, disclose, retain, store, delete or manage.

(p)            “Intrepid Dashboard” means the services through:

(i)             Which Intrepid hosts and makes available Intrepid's dashboard via the web, which provides Customer with ongoing access to the data generated by Intrepid under the Customer Agreement; and

(ii)            Any component or Modification of the services referred to in (i).

The term “Intrepid Dashboard” does not include Support Services.

(q)            “Term” means the Initial Term and any Renewal Term.

(r)             “Usage Data” means information and other data that is collected or generated by Intrepid related to how individual users interact with the Intrepid Dashboard, including frequency and duration of usage, specific features or functions accessed, user preferences and patterns of behavior. Usage Data does not include any Customer Personal Information.

(s)            “Website” means https://intrepidlabs.tech/.

The Intrepid Dashboard

(a)            Provisioning of the Intrepid Dashboard. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of these Terms of Service, Intrepid will make the Intrepid Dashboard available to Customer on the terms and conditions set out in these Terms of Service during the Term. 

(b)            Restrictions on Use. Customer will not, and will not permit others to do or attempt to do any of the following:

(i)             Sub-license, sell, rent, lend, lease or distribute the Intrepid Dashboard or any Intellectual Property Rights therein, or otherwise make the Intrepid Dashboard available to any third parties other than its Permitted Users in accordance with these Terms of Service;

(ii)            Use or access the Intrepid Dashboard:

(A)           In violation of any Applicable Law or Intellectual Property Rights;

(B)           In a manner that threatens the security or functionality of the Intrepid Dashboard; or

(C)           For any purpose or in any manner not expressly permitted in these Terms of Service;

(iii)          Use or access the Intrepid Dashboard to create, transmit, or Process any Customer Data that:

(A)           Customer does not have the lawful right to create, transmit or Process;

(B)           Violates any Applicable Law, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); or

(iv)          Input, upload, transmit or otherwise provide to or through the Intrepid Dashboard any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

(v)            Copy or modify the Intrepid Dashboard;

(vi)          Reverse engineer, de-compile or disassemble the Intrepid Dashboard or any part of them;

(vii)         Use or access the Intrepid Dashboard for purposes of benchmarking or competitive analysis of the Intrepid Dashboard;

(viii)       Use or access the Intrepid Dashboard for the purpose of building a similar or competitive product or service; or

(ix)          Remove or obscure any proprietary notices or labels on the Intrepid Dashboard, including brand, copyright, trademark and patent or patent pending notices; or

(x)            Perform any vulnerability, penetration or similar testing of the Intrepid Dashboard.

(c)            Permitted Purpose. Customer may access and use the Intrepid Dashboard solely for Customer’s internal business purposes.

(d)            Suspension of Access; Scheduled Downtime; Modifications. Intrepid may, from time to time and in its discretion, without limiting any of its other rights or remedies under these Terms of Service, or at law or in equity:

(i)             Suspend Customer’s access to or use of the Intrepid Dashboard or any component of them:

(A)           For scheduled maintenance;

(B)           Due to a Force Majeure Event;

(C)           If Intrepid believes in good faith that Customer or any of its Permitted Users has violated any provision of these Terms of Service;

(D)           To address any emergency security concerns;

(E)           If required to do so by a Governmental or Regulatory Authority or as a result of a change in Applicable Law; or

(F)            For any other reason as provided in these Terms of Service; and

(ii)            Make any Modifications to the Intrepid Dashboard.

Customer accepts all patches, bug fixes and updates made by or on behalf of Intrepid to the Intrepid Dashboard.

(e)            Subcontracting. Intrepid may engage third parties to provide the Intrepid Dashboard or any part of it. The delegating or subcontracting of all or any part of Intrepid's obligations under these Terms of Service to any subcontractor will not relieve Intrepid from any obligation or liability under these Terms of Service.

Reservation of Rights

(a)            Subject to the rights granted in this Section 2 , Customer retains all right, title and interest in and to Customer Data, including any Intellectual Property Rights in Customer Data.

(b)            Customer grants Intrepid a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up license during the Term to Process Customer Data to: (i) provide the Intrepid Dashboard and perform its obligations under these Terms of Service; (ii) develop and improve the Intrepid Dashboard and other Intrepid Property and new offerings; and (iii) produce or generate Usage Data and Anonymous Data. Intrepid may Process the Anonymous Data and Usage Data for any purpose and without restriction or obligation to Customer of any kind. Anonymous Data and Usage Data are not Customer Data and are not Customer’s Confidential Information.  

(c)            Intrepid or its licensors retain all right, title and interest, including any Intellectual Property Rights in and to:

(i)            The Intrepid Dashboard;

(ii)           Anonymous Data;

(iii)          Usage Data;

(iv)          Intrepid's Confidential Information; and

(v)           Any Modifications to the foregoing (i) to  (iii)

(collectively, “Intrepid Property”). 

(d)            To the extent that Customer or any of its Permitted Users submit ideas, suggestions, documents, or proposals regarding the Intrepid Dashboard to Intrepid (“Feedback”), Customer acknowledges and agrees that:

(i)             The Feedback does not contain confidential or proprietary information, and Intrepid is not under any obligation of confidentiality with respect to the Feedback; and

(ii)            Intrepid will be entitled to use, commercialize or disclose (or to choose not to use, commercialize, or disclose) such Feedback for any purpose, in any way, in any manner, and to anyone worldwide without any compensation or reimbursement of any kind to Customer for such use.

Privacy

Customer’s Personal Information will be Processed in accordance with Intrepid’s privacy policy, found at https://intrepidlabs.tech/privacy-policy.  

Customer User Account; Responsibility for Permitted Users

(a)            In order for Customer to access and use the Intrepid Dashboard, Intrepid will issue one or more Administrator User Accounts to Customer that provide the Administrator User with the capability to create user accounts for Permitted Users on Customer’s behalf.

(b)            Customer is responsible for identifying and authenticating all its Permitted Users and for ensuring only Permitted Users access and use the Intrepid Dashboard. Customer will promptly notify Intrepid of any actual or suspected unauthorized use of the Intrepid Dashboard. Intrepid reserves the right to deactivate or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.

(c)            Customer will be responsible for the compliance by its Permitted Users with these Terms of Service, all fees and charges incurred by its Permitted Users in connection with access to and use of the Intrepid Dashboard, and any and all activity occurring under the Customer User Accounts associated with its Permitted Users, including access to and use of the Intrepid Dashboard.

Support Services

Customer will generally have access to Intrepid's technical support: (i) from 9:00 am ET to 5:00 pm ET each Monday to Friday (excluding statutory and civic holidays observed in Toronto, Ontario, Canada); and (ii) via email at support@intrepidlabs.ai (“Support Services”). Intrepid may amend the Support Services from time to time in its sole discretion.

Fees and Payment

Fees are set out in the Customer Agreement; no additional fees will be charged to Customer for use of the Intrepid Dashboard.

Confidential Information

The confidentiality obligations set forth in the Customer Agreement shall apply to all Confidential Information disclosed or made available in connection with the Intrepid Dashboard, including any data, reports, or other information accessed through or generated by the Intrepid Dashboard.

Customer Warranty; Disclaimer

(a)            Customer Warranty. Customer represents, warrants, and covenants to Intrepid that Customer has obtained and provided, and will continue to obtain and provide, all necessary consents, rights and notices, and otherwise has and will continue to have all necessary authority in and relating to the Customer Data (including Customer Personal Information) for Intrepid to perform its obligations and exercise its rights under these Terms of Service in compliance with Applicable Law, and without infringing, misappropriating or otherwise violating any Intellectual Property Rights or other rights of any third party, and will inform Intrepid immediately if any such consents, rights or authority are withdrawn or can no longer be relied upon.

(b)            DISCLAIMER.  INTREPID DOES NOT WARRANT THAT THE INTREPID DASHBOARD OR SUPPORT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE INTREPID DASHBOARD OR SUPPORT SERVICES EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT. THE INTREPID DASHBOARD OR SUPPORT SERVICES (OR ANY PART OF THEM), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY INTREPID TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY PRODUCT IS STRICTLY BETWEEN CUSTOMER AND THE THIRD PARTY PRODUCT PROVIDER. 

TO THE EXTENT PERMITTED BY APPLICABLE LAW, INTREPID HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, INTREPID EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE INTREPID DASHBOARD OR SUPPORT SERVICES (OR ANY PART OF THEM) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

(c)            Limitation of Liability. The limitation of liability set forth in the Customer Agreement shall apply to these Terms of Service.

Indemnity

(a)             Customer Indemnity.  Customer will defend, indemnify, and hold harmless Intrepid, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors and other representatives (each, a “Intrepid Indemnitee”) from and against any and all Losses incurred by a Intrepid Indemnitee arising out of or relating to any Claim by a third party (other than an Affiliate of a Intrepid Indemnitee) that arise from or relate to: (i) Customer Data; or (ii) unauthorized use of the Intrepid Dashboard by Customer or any of its Permitted Users.

(b)            Indemnification Procedure.  Intrepid will promptly notify Customer in writing of any Claim for which Intrepid believes it is entitled to be indemnified pursuant to this Section 9. Intrepid will cooperate with Customer at the Customer’s sole cost and expense. Customer will promptly take control of the defense and investigation of such Claim (although Customer will not settle any Claim without Intrepid’s prior written consent) and will employ counsel of its choice to handle and defend the same, at Customer’s sole cost and expense. Intrepid’s failure to perform any obligations under this Section 9(b) will not relieve Customer of its indemnity obligations under this Section 9 except to the extent that Customer can demonstrate that it has been materially prejudiced as a result of such failure. Intrepid may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

Term and Termination

(a)            Term. The term and termination of Customer's right to access and use the Intrepid Dashboard shall be governed by the term and termination provisions set forth in the Customer Agreement (the “Term”). For the avoidance of doubt, any termination or expiration of the Customer Agreement shall automatically result in the termination of Customer's rights under these Terms of Service.

(b)            Effect of Termination.  Upon the effective date of the expiration or termination of these Terms of Service (the “Termination Effective Date”):

(i)            Customer will immediately cease (and ensure that all its Permitted Users immediately cease) accessing or using the Intrepid Dashboard;

(ii)           Customer will return any Intrepid Property in its possession and certify in writing to Intrepid that the Intrepid Property has been returned; and

(iii)          If Customer requests in writing at least 30 days prior to the Termination Effective Date, Intrepid will make all Customer Data available to Customer for electronic retrieval for a period of 30 days. Following such 30-day period, Intrepid will delete any Customer Data that remains in the hardware or systems used by Intrepid to provide the Intrepid Dashboard. Notwithstanding anything to the contrary in these Terms of Service,  Intrepid may retain Customer Data to the extent and so long as required by Applicable Law and Intrepid may retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course, provided that all such Customer Data will remain subject to all confidentiality requirements of these Terms of Service.  

(c)            Survival.  The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Section 1(b); Section 2 (Reservation of Rights ), Section 6 (Fees and Payment), Section 7 (Confidential Information), Section 8 (Customer Warranty; Disclaimer), Section 9 (Indemnity), Section 11 (General Provisions), Section 10(a) (Effect of Termination) and this Section 10(c) (Survival).

General Provisions

(a)            Notices.  Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first-class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent: (i) if to Intrepid, to the following address:

Address: JLabs Toronto, MaRS Centre, West Tower,
661 University Ave, Suite 1300,
Toronto, ON M5G 0B7

Attention: Christine Allen

Email: support@intrepidlabs.ai

and (ii) if to Customer, to the current postal or email address that Intrepid has on file with respect to Customer. Intrepid may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Intrepid current at all times during the Term.

(b)            Assignment.  Customer will not assign or transfer these Terms of Service, or transfer or subcontract any of its rights or delegate any of its obligations under these Terms of Service, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Intrepid. Any purported assignment or delegation by Customer to any third party in violation of this Section will be null and void. Intrepid may assign any of its rights or delegate any of its obligations under these Terms of Service to any third party without the consent of Customer. These Terms of Service inure to the benefit of and are binding upon the Parties and their respective successors and permitted assigns.

(c)            Governing Law and Attornment.  These Terms of Service and any Claim related thereto will be governed by and construed in accordance with the same laws set forth in the Customer Agreement. Notwithstanding the foregoing, Intrepid may: (i) seek remedies to collect unpaid Fees from Customer; and (ii) seek remedies with respect to a violation of Intrepid's Intellectual Property Rights or Section 7 (Confidential Information), in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service.

(d)            Export Restrictions. Neither Customer nor any of its Permitted Users are listed under any Canadian economic sanctions law or regulation or owned or controlled by any such person. Customer will not allow access to the Intrepid Dashboard other than in accordance with the terms of these Terms of Service. Intrepid makes no representation or warranty that the Intrepid Dashboard may be exported without Customer first obtaining appropriate licenses or permits under Applicable Law, or that any such license or permit has been, will be, or can be obtained. 

(e)            Construction.  Except as otherwise provided in these Terms of Service, the Parties’ rights and remedies under these Terms of Service are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise.  The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of a Party in these Terms of Service, mean the right of such Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party. The language used in these Terms of Service is the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.

(f)             Force Majeure Event.  Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, slowdowns, walkouts or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, cyberattacks, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party software or websites or changes in law preventing or limiting the provision of the Intrepid Dashboard or which would make the provision of the Intrepid Dashboard economically unviable (“Force Majeure Event”). This Section does not apply to any of Customer’s obligations under Sections 6 (Fees and Payment).  In the event of any failure or delay caused by a Force Majeure Event, the affected Party will give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

(g)            Severability.  Any provision of these Terms of Service found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms of Service, and all other provisions of these Terms of Service will remain in full force and effect.

(h)            Waiver.  A waiver of any provision of these Terms of Service must be in writing, and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(i)             Further Assurances. Each Party will, from time to time, execute and deliver all such further documents and instruments and do all acts and things as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of these Terms of Service.

(j)             Entire Terms of Service.  The Customer Agreement and these Terms of Service constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions, and agreements between the Parties in connection with the subject matter of these Terms of Service and supersede all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral. For clarity, any terms and conditions appearing on a purchase order or similar document issued by Customer, or in Customer’s procurement, invoicing, or vendor onboarding portal: (i) do not apply to the Intrepid Dashboard or Support Services; and (ii) do not override or form a part of these Terms of Service.

(k)            Amendments.  No amendment, supplement, modification, waiver, or termination of these Terms of Service and, unless otherwise expressly specified in these Terms of Service, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. Notwithstanding the preceding sentence, Intrepid may unilaterally amend this agreement, in whole or in part (each, an “Amendment”), by giving Customer 30 days prior notice of such Amendment or posting notice of such Amendment on the Website. Unless otherwise indicated by Intrepid, any such Amendment will become effective 30 days after the date the notice of such Amendment is provided to Customer or is posted on the Website (whichever is the earlier).

(l)             English Language.  The Parties confirm that the essential stipulations of these Terms of Service reflect the mutual agreement of the Parties further to negotiation, and were not imposed by either Party, even when drawn up by one of the Parties. The Parties further confirm that it is the express wish of all Parties that these Terms of Service, all documents related to these Terms of Service and all communications between the Parties in the context of the performance of these Terms of Service be in English only. Les parties confirment que les stipulations essentielles de la présente entente reflètent le résultat de discussions libres de gré à gré et n’ont pas été imposées par l’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Les parties confirment également que c’est la volonté expresse des parties que la présente entente, tout document s’y rattachant et toute communication entre les parties dans le cadre de l’exécution de cette entente soient uniquement en anglais.