Terms of Service

1. Definitions

1.1 “Access Credentials” means login information, passwords, security protocols, and policies through which Users access the THOA Services.

1.2 “Confidential Information” means all written or oral information, disclosed by one party (the “Disclosing Party”) to the other (the “Recipient”), related to the business, products, services or operations of the Disclosing Party or a third party that has been identified as confidential or that by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential, including, without limitation:

1.3 “Documentation” means the documentation, user manuals, help files and videos, and other materials that describe the features, functions and operation of the THOA Services.

1.4 “Personal Information” means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including the Swiss Federal Act on Data Protection and the EU General Data Protection Regulation (GDPR).

1.5 “THOA Services” means the cloud-based data science platform operated by GWC GmbH under the brand name THOA, providing a managed cloud environment, native workflow support, and tools for bioinformatics and omics research. The Services allow Users to create, run, store, share, and archive research datasets, workflows, and computational jobs through a web interface or API.

1.6 “Third Party Technology” means any software not owned by THOA that interoperates with the THOA Services and the Website, and may include software used by you that is integrated with the THOA Services and the Website in the course of implementation or third party offerings leveraged by the THOA Services and the Website to perform certain functions (i.e., email).

1.7 “User” means you and, if you are an entity, each of your employees and independent contractors who are provided Access Credentials by you or THOA.

1.8 “Jobs” means any computational task, workflow, or analysis submitted by a User to the THOA Services. Jobs may include scripts, pipelines, or commands executed in Python, R, Bash, or other supported languages, within a managed virtual machine or container environment. Each Job is tracked for input data, output results, environment configuration, runtime, and resource consumption. Jobs may be executed on THOA-managed compute infrastructure or third-party cloud services integrated into the platform.

1.9 “Virtual Machines” or “VMs” or “compute resources” refers to the cloud-based computational infrastructure provisioned and managed by THOA Services, including CPU, GPU, memory, and storage resources required to execute Jobs. VMs are dynamically created, configured, and terminated by the platform as part of the workflow execution lifecycle.

1.10 “Datasets” / “Your Content” means all data, files, and information uploaded, submitted, or otherwise provided by a User to the THOA Services, including datasets, scripts, workflow configurations, and any associated metadata. Users retain all ownership rights in their content. By submitting content to THOA Services, Users grant GWC GmbH a limited, non-exclusive license to process and store the content as necessary to provide the Services. For purposes of data protection law, Users act as data controllers with respect to Personal Information included in Datasets, and GWC GmbH acts solely as a data processor.

1.11 “Privacy Policy” means the Privacy Policy, as updated from time to time.

1.12 “Data Processing Agreement” or “DPA” means the data processing agreement governing processing of personal data on behalf of Users, incorporated by reference, available at the Data Processing Agreement.

2. Access, Rights, And Restrictions To THOA Services

2.1 Access Grant to THOA Services. Subject to your compliance with the terms and conditions contained in these Terms and any applicable CSV terms and policies, THOA grants to you a non-exclusive, non-transferable, non-sublicenseable, revocable right during the Term (as defined below) to access and use the THOA Services, and, if you are an entity, to allow Users to access and use the THOA Services solely for your personal or internal business purposes.

2.2 Access Credentials. You will safeguard, and ensure that all Users safeguard the Access Credentials. You will be responsible for all acts and omissions of Users. You will notify THOA immediately if you learn of any unauthorized use of any Access Credentials or any other known or suspected breach of security.

2.3 Your Restrictions. During the Term (as defined in Section 9) and thereafter, you shall not, and shall not permit any of your employees, contractors or Users to, directly or indirectly:

2.4 Your Obligations. You will be responsible for obtaining and maintaining, at your expense, all of the necessary telecommunications, computer hardware, software, and Internet connectivity required by you or any User to access the THOA Services from the Internet. You shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the THOA Services, and notify THOA promptly of any such unauthorized use known to you.

2.5 Third Party Technology. You are responsible for complying with the terms of use of all Third Party Technology. THOA does not warrant or support Third Party Technology and is not responsible for its performance or interoperability with the THOA Services.

3. Registration

3.1 Registering Your Account. In order to access the THOA Services you will be required to become a Registered User. For purposes of these Terms, a “Registered User” is a user who has registered an account on the THOA Services (“Account”).

3.2 Account Data. In creating an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Account Data”); and (b) maintain and promptly update the Account Data to keep it true, accurate, current and complete.

You are responsible for all activities that occur under your Account. You may not share your Account login or password with anyone, and you agree to notify THOA Services immediately of any unauthorized use of your Account login or password or any other breach of security of your Account.

If THOA has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, THOA has the right to suspend or terminate your Account and refuse any and all current or future use of the THOA Services.

You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the THOA Services if you have been previously been banned from any use of the THOA Services by THOA.

3.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of THOA.

4. Proprietary Rights

4.1 Your Content.

4.2 THOA Services. Except for the limited access grant provided to you in these Terms, GWC GmbH reserves all right, title and interest in its intellectual property and business, including the THOA Services, Documentation, and THOA trademarks. Except for Your Content, all work product or services provided or developed pursuant to these Terms (including any modifications and improvements to any THOA Services pursuant subsection 4.3 or any intellectual property developed pursuant to subsection 4.4 below), and all intellectual property and other proprietary rights derived therefrom, will be the sole and exclusive property of GWC GmbH.

4.3 Continuous Development. You acknowledge that THOA may continually develop, deliver and provide to you on-going innovation to the THOA Services in the form of new features, functionality, and efficiencies. Accordingly, THOA reserves the right to modify the THOA Services from time to time. Some modifications will be provided to you at no additional charge. In the event THOA adds additional functionality to a particular THOA Service, THOA may condition the implementation of such modifications on your payment of additional fees provided you may continue to use the version of the THOA Services that THOA makes generally available (without such features) without paying additional fees.

4.4 Feedback. THOA in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by you to THOA, including such comments and suggestions of Users, in connection with its access to and use of the THOA Services (all comments and suggestions provided by you hereunder constitute, collectively, the “Feedback”). You hereby grant THOA, on behalf of yourself and your Users, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into THOA products and services.

5. Security

5.1 Security. THOA will maintain a comprehensive information security program consistent with industry standards that contains appropriate administrative, technical and physical safeguards reasonably designed to protect Personal Information from unauthorized disclosure. Such information security program will include business continuity and disaster recovery plans that are consistent with industry standards and are designed to protect against loss of Your Content. In the event that THOA has reason to believe that there has been any unauthorized access to, or loss of, Personal Information from its systems or premises, then it will promptly notify you according to THOA’s policies and protocols aligned with the data type and nature of the event. Additional data protection obligations, including breach notification procedures and assistance obligations, are set forth in the Data Processing Agreement where applicable.

6. Consideration.

6.1 Fees. All fees for the cloud services will be paid upfront or except when otherwise agreed upon between the parties.

6.2 Overconsumption. In the event of overconsumption of compute resources on the THOA platform, THOA reserves the right to make certain content inaccessible to you until the negative balance has been paid in full. This includes but is not limited to, data, jobs and VMs.

6.3 Taxes. The Fees exclude, and you will be solely responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the THOA Services (excluding taxes based solely on THOA’s income) (the “Taxes”).

7. Warranties; Disclaimers; Limitations on liability

7.1 Your Content. You represent and warrant that you have obtained and will maintain throughout the Term, all rights, consents and permissions for you to make available Your Content to THOA and for THOA to use Your Content as contemplated herein.You further represent and warrant that you have a valid legal basis under applicable data protection laws to process any Personal Information or special-category data included in Your Content, including where required obtaining informed consent or ethics approval.

7.2 Compliance with Laws. You will use the THOA Services in accordance with all applicable laws , rules and regulations.

7.3 Warranty Disclaimer. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE THOA SERVICES IS AT YOUR SOLE RISK, AND THE THOA SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED IN THE TERMS, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. THOA DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE THOA SERVICES WILL BE ACCURATE, WITHOUT INTERRUPTION, OR ERROR-FREE.

7.4 Disclaimer of Indirect Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR LOSS OF BUSINESS OR BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT WILL THOA BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES.

7.5 Limitations on Liability. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNT OF FEES RECEIVED BY THOA UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE FIRST DATE ON WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION ON LIABILITY WILL NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS.

7.6 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THOA IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THOA LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION, OWNERS OF THIRD PARTY TECHNOLOGY.

7.7 Exceptions. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY, IN SUCH JURISDICTIONS THE LIABILITY OF THOA WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. THE PROVISIONS OF THIS SECTION 7 WILL APPLY without regard to whether other provisions of these Terms have been breached, any limited remedy herein is held to fail of its essential purpose OR THE FORM OF THE CLAIM OR CAUSE OF ACTION, WHETHER IN CONTRACT, WARRANTY, STATUTE, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE).

7.8 Basis of the Bargain. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THOA AND YOU.

8. Indemnification

8.1 THOA Indemnity. THOA will indemnify, defend and hold you, your directors, officers, and employees (each a “Customer Indemnified Party”) harmless from and against any and all losses, damages, liability, costs and expenses awarded by a court or agreed upon in settlement, as well as all reasonable and related attorneys’ fees and court costs (collectively “Losses”) arising out of any third party claim to the extent alleging that the THOA Services infringe any patent, copyright, trademark or trade secret.

8.2 Exclusions. Section 8.1 will not apply if the alleged claim arises, in whole or in part, from: (a) a use or modification of the THOA Services by you or any User in breach of these Terms, (b) a combination, operation or use of the THOA Services with other software, hardware or technology not provided by THOA if the claim would not have arisen but for the combination, operation or use, or (c) Your Content (any of the foregoing circumstances under clauses (a), (b) or (c) will be collectively referred to as a “Customer Indemnity Responsibility”).

8.3 Your Indemnity. You will indemnify, defend and hold harmless THOA, its directors, officers, and employees (each a “THOA Indemnified Party”) from and against any and all Losses arising out of any third party claim (a) alleging a breach by you of any of your representation or warranty in Section 7, and (b) arising out of any Customer Indemnity Responsibility, including any claims arising from your failure to comply with applicable data protection laws or to obtain required consents in connection with Your Content.

8.4 Indemnification Process. The foregoing indemnification obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, (b) reasonably cooperating and assisting in such defense and (c) giving sole control of the defense and any related settlement negotiations to the indemnifying party with the understanding that the indemnifying party may not settle any claim in a manner that admits guilt or otherwise prejudices the indemnified party, without consent.

8.5 Infringement. If the THOA Services are, or in THOA’s opinion, are likely to become, the subject of any infringement-related claim, then THOA will, at its expense and in its discretion: (a) procure for you the right to continue using the THOA Services; (b) replace or modify the infringing technology or material so that the THOA Services become non-infringing and remain materially functionally equivalent; or (c) terminate the Order pursuant to which the THOA Services are provided and give you a refund for any pre-paid but unused Fees.

THE PROVISIONS OF THIS SECTION 8 STATE THOA’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR ANY CLAIM THAT THE THOA SERVICES INFRINGE A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHT.

REMEDIES

Violations. If THOA becomes aware of any possible violations by you of these Terms, THOA reserves the right to investigate such violations. If, as a result of the investigation, THOA believes that criminal activity has occurred, THOA reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. THOA is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in THOA Services, including Your Content, in THOA’s possession in connection with your use of THOA Services, to (a) comply with applicable laws , legal process or governmental request; (b) enforce the Terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of THOA, its Registered Users or the public, and all enforcement or other government officials, as THOA in its sole discretion believes to be necessary or appropriate.

Breach. In the event that THOA determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for THOA Services, THOA reserves the right to:

Prohibited Activities. The following activities are prohibited on THOA Virtual Machines or to submit as “Jobs”. These restrictions do not apply to THOA Enterprise. This list is not exhaustive.

You are solely responsible for ensuring that you have all necessary rights, licenses, consents, and permissions to use, upload, or submit any data (“Your Content”) to the THOA Services. You agree to indemnify, defend, and hold harmless GWC GmbH, its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to your violation of any applicable law, third-party rights, or these Terms in connection with Your Content.

9. Term and Termination

9.1 Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the THOA Services, unless terminated earlier in accordance with the Terms (the “Term”).

9.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that these Terms commenced on the earlier to occur of (a) the date you first used THOA Services or (b) the date you accepted the Terms and will remain in full force and effect while you use any THOA Services, unless earlier terminated in accordance with these Terms.

9.3 Termination. Either party may terminate these Terms, at its discretion, effective immediately upon written notice to the other if the other party materially breaches any provision of these Terms and does not substantially cure the breach within thirty (30) days after receiving written notice. Additionally, if payment is not received within fifteen (15) days after it was due or if THOA is required to do so by law (e.g., where the provision of the THOA Services is, or becomes, unlawful), THOA has the right to, immediately and without notice, suspend or terminate any THOA Services provided to you. You agree that all such terminations for cause shall be made in THOA’s sole discretion and that THOA shall not be liable to you or any third party for any termination of your Account.

9.4 Termination by THOA. THOA may terminate or suspend your right to use the THOA Services at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice.

9.5 Termination by You. If you want to terminate the THOA Services, you may do so by (a) notifying THOA at any time and (b) closing your Account for all of the THOA Services that you use. Your notice should be sent, in an email to hello@thoa.io

9.6 Suspension of Service(s). At any time during the Term, THOA may, immediately upon notice to you, suspend access to any THOA Services for the following reasons: (a) a threat to the technical security or technical integrity of the THOA Services; (b) any amount due under these Terms is not received by THOA within fifteen (15) days after it was due, or (c) breach or violation by you of any laws , rules, or regulations.

9.7 Return of Your Content. Within thirty (30) days following termination of these Terms for any reason, THOA, upon your written request, will return all Your Content to you in a mutually agreed format. Thereafter, THOA reserves the right to permanently and definitively delete Your Content (unless you have timely requested, and THOA has not yet complied with your request to return Your Content). Upon THOA’s request, you agree to acknowledge your receipt of Your Content.Deletion and return of Personal Information shall be performed in accordance with the Data Processing Agreement, where applicable.

9.8 Effects of Termination. Upon termination or expiration of these Terms for any reason, (a) any amounts owed to THOA prior to such termination or expiration will be immediately due and payable and (b) all licensed and access rights granted will immediately cease to exist. Sections 1, 2.3, 4, 6, 7, 8, 9, 10.8, 10.9, 10.10, 11, and 12 will survive any expiration or termination of these Terms.

9.9 No Subsequent Registration. If your registration(s) with or ability to access THOA Services, or any other THOA services is discontinued by THOA due to your violation of any portion of your agreement with THOA or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access THOA Services or any other THOA services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those THOA services to which your access has been terminated. In the event that you violate the immediately preceding sentence, THOA reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

10. Dispute Resolution; Governing Law

10.1 Governing Law. These Terms and any dispute, claim, or controversy arising out of or relating to the THOA Services, Your Content, or these Terms shall be governed by and construed in accordance with the laws of Switzerland, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

10.2 Jurisdiction and Venue. Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the THOA Services shall be subject to the exclusive jurisdiction of the competent courts of Zug, Switzerland, and you hereby irrevocably submit to such jurisdiction and venue.

10.3 Injunctive and Equitable Relief. Notwithstanding the foregoing, GWC GmbH may seek injunctive or equitable relief in any court of competent jurisdiction to prevent or remedy the unauthorized use, disclosure, or infringement of its intellectual property, confidential information, or proprietary rights.

10.4 Waiver of Class Actions. To the maximum extent permitted by applicable law, you agree that any dispute or claim against GWC GmbH shall be brought solely on an individual basis, and not as a plaintiff or class member in any purported class, collective, or representative action.

10.5 Limitation Period. Any claim or cause of action arising out of or related to the THOA Services or these Terms must be brought within one (1) year after the claim arises, otherwise such claim is permanently barred, to the extent permitted by applicable law.

11. General

11.1 Electronic Communications.Communications between you and GWC GmbH may take place electronically, including via the THOA website, email, or in-platform notifications. For contractual purposes, you consent to receive communications electronically and agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

11.2 Assignment.You may not assign or transfer these Terms, in whole or in part, without the prior written consent of GWC GmbH, except in connection with a merger, sale of substantially all assets, or corporate reorganization. Any attempted assignment in violation of this section shall be null and void. GWC GmbH may assign these Terms without restriction.

11.3 Publicity.Unless you notify us in writing to the contrary, GWC GmbH may identify you as a customer of the THOA Services in customer lists, presentations, or marketing materials, including on its website and social media channels, provided that no confidential information is disclosed.

11.4 Notices.Notices to you may be provided via email or through the THOA Services. You are responsible for maintaining an accurate and current email address. Notices to GWC GmbH must be sent to: hello@thoa.io. Electronic notices shall be deemed received when sent, unless the sender is notified that delivery failed.

11.5 Governing Law and Jurisdiction.These Terms are governed by the substantive laws of Switzerland, excluding its conflict-of-law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute arising out of or in connection with these Terms or the THOA Services shall be subject to the exclusive jurisdiction of the competent courts of Zug, Switzerland.

11.6 Release.To the maximum extent permitted by applicable law, you release GWC GmbH, its affiliates, directors, officers, employees, and agents (“Indemnified Parties”) from claims arising out of your use of the THOA Services, including interactions with other users or third-party services. This release does not apply to liability resulting from gross negligence, willful misconduct, fraud, or other liability that cannot be excluded under applicable law.

11.7 Remedies.You acknowledge that a breach of Sections relating to intellectual property, confidentiality, or data protection may cause irreparable harm for which monetary damages may be insufficient. GWC GmbH is therefore entitled to seek injunctive or equitable relief, in addition to any other remedies available under applicable law. The prevailing party in any enforcement action may recover reasonable legal costs, where permitted by law.

11.8 Questions and Complaints.If you have questions, complaints, or claims regarding the THOA Services, please contact us at hello@thoa.io. We will make reasonable efforts to address your concerns promptly.

11.9 Limitation Period.To the extent permitted by applicable law, any claim arising out of or relating to these Terms or the THOA Services must be brought within one (1) year from the date the claim arose, otherwise such claim is time-barred.

11.10 Waivers.Any waiver must be in writing and signed by the waiving party. Failure to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that or any other provision.

11.11 Severability.If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent.

11.12 No Third-Party Beneficiaries.These Terms are for the sole benefit of the parties and their permitted successors and assigns. Nothing in these Terms creates any rights for third parties.

11.13 Force Majeure.Neither party shall be liable for delays or failures in performance (excluding payment obligations) due to events beyond reasonable control, including natural disasters, acts of war, terrorism, governmental actions, or failures of infrastructure. The affected party shall use reasonable efforts to resume performance as soon as practicable.

11.14 Export Control and Compliance with Laws.You agree to comply with all applicable Swiss, EU, and international export control and sanctions laws when using the THOA Services. You shall not use the THOA Services for unlawful purposes, including activities prohibited by applicable export, sanctions, or weapons-control regulations.

11.15 Entire Agreement,Order of Precedence.In the event of a conflict between these Terms and the Data Processing Agreement, the Data Processing Agreement shall prevail with respect to data protection and processing of Personal Information. These Terms, together with any referenced policies or applicable service-specific terms, constitute the entire agreement between you and GWC GmbH regarding the THOA Services and supersede all prior or contemporaneous agreements or communications.

12. Contact Information