Terms of Service

This summary is a guide. The full Terms below define the applicable rights and limits.

1. Who We Are; Acceptance

These Terms of Service ("Terms") govern your access to and use of the websites, APIs, tools, and services provided by Om Therapeutics, Inc. ("Om," "we," "us," or "our"), a Delaware C Corporation with its principal place of business at 3210 Merryfield Row, San Diego, CA 92121 USA. You agree to these Terms when you first affirmatively accept them. After that initial agreement, your continued use of the Services after receiving notice of updated Terms and after their stated effective date constitutes acceptance of the updated Terms as described in Section 15. The Privacy Policy explains our personal-information practices; accepting these Terms does not waive statutory privacy rights or substitute for any separately required consent. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity. You must be at least 18 years old to use the Services.

2. Key Definitions

3. Accounts and Eligibility

You are responsible for your account credentials and for all activities under your account. You will provide accurate information and keep it up to date. We may suspend or terminate accounts for breach of these Terms or misuse of the Services.

4. Unacceptable Use

Restrictions on Background Materials do not prohibit the ordinary retention, use, publication, sharing, or commercialization of your Customer Inputs, Customer Results, or your own Derived Works under Section 7. Purchased Marketplace Data retains the separate use and disclosure restrictions in Section 6.9, including when incorporated into an analysis, report or other downstream work.

5. Data Use, Confidentiality, and Platform Improvement

5.1 Processing for your Services

You grant Om a non-exclusive, worldwide, royalty-free license to process Customer Inputs and Customer Results to perform, deliver, support, secure, troubleshoot, and validate your requested Services. Om may use providers acting on its behalf for these purposes, subject to confidentiality and the restrictions applicable to your work.

5.2 Private data and explicit training opt-in

Customer Inputs, Customer Results and customer-specific learned updates are private by default. Om may process them for your requested Services under Section 5.1, including private analysis or fine-tuning you expressly request. That service permission does not authorize use to train or improve Om's own or shared models, methods or Services. You may choose to enroll identified data through an opt-in path. These paths may be marketed as Open Pipeline, Discovery Marketplace or other program names. Om may use your data or learning derived from it for model training or improvement only when you explicitly approve that use. The approval must identify the covered data and version or defined forthcoming result, permitted uses and applicable terms, and be given by you or an authorized user acting for the rights holder. A program name change does not expand the approval. Accepting these general Terms, purchasing or using Services, uploading data, or participating in a program does not by itself authorize training. The approved scope must specify any permission to retain, reproduce, analyze, modify, use or combine the identified material for development, training, retraining, fine-tuning, evaluation, benchmarking, validation, method improvement or commercialization of resulting models and services. Derived labels, features, learned parameters, checkpoint averaging, model merging and distillation remain subject to the contributing sources' restrictions even when the original records are not accessed again. Generating a complete DEL screen, positive, negative or inconclusive result, computational output or provider result does not itself make it eligible for improvement. Approval of one result does not cover unselected results, unrelated uploads, a private fine-tune or future work outside the identified scope. Your downstream work remains private unless separately and explicitly approved. Publication, marketing, licensing or sale of your data requires its own expressly described and approved rights, which may be included in the same opt-in terms; training approval alone does not supply those rights. The applicable opt-in terms must identify the duration and any survival or withdrawal conditions, including what happens to future uses and already trained models. Section 6.9 defines those conditions for marketplace enrollment; Section 5.6 limits approved Partnered Pipeline uses. Account closure or cancellation creates no training permission. Model-use survival follows your explicit approval: Om may continue using resulting models after service or a program ends only for the uses, model/artifact scope and duration you expressly approve. Approval to train alone does not grant indefinite model use. Continued model use does not authorize additional training or retention/reuse of source records unless you also approve those rights. All contributing-source restrictions still apply. Earlier material retains its governing rights under Section 15. Service storage, export, retention and deletion obligations remain separate, and signed restrictions still control.

5.3 Confidentiality and additional target work

Om will protect non-public Customer Inputs and Customer Results with reasonable care and use them only as authorized by these Terms or your agreement. Om will limit access to personnel and providers who need it for those purposes and are bound by confidentiality and applicable use restrictions. This duty does not cover material Om can demonstrate is lawfully public, already lawfully known, lawfully received without restriction, or independently developed. Om may disclose information when legally required, with notice where legally permitted. An expressly approved improvement license may permit making improved models and services available; it does not authorize Om to publish, sell, license, redistribute, or disclose your customer-specific raw results, source training dataset, or confidential project details as a dataset or data product to other customers. Any such disclosure requires your express written permission or specific program terms you expressly approve for that disclosure. Om will use reasonable safeguards against exposing confidential source records through model outputs. Any expressly approved improvement license is purpose-limited. Om may process covered data and learned updates for platform improvement and use resulting shared models in otherwise permitted work for itself or others. It does not authorize using your private inputs, raw or processed results, candidate lists, or customer-specific fine-tuned model to carry out separate research for Om or another customer. Om may not retrieve or repackage your private results through an improvement workflow for that separate research. A separate, expressly approved marketplace enrollment under Section 6.9 grants Om the Open Pipeline research permission described there for the identified enrolled molecules and data. That permission may support selecting and pursuing Om programs; it does not cover unenrolled private material or arise from training approval alone. Services are non-exclusive unless a signed agreement states otherwise. Subject to Sections 5.4 and 5.6, and in addition to any expressly approved Section 6.9 research permission, Om may pursue the same or similar targets using its own independently developed information, public or third-party information it independently obtains and has the right to use, and eligible shared models. Sharing a target does not reserve it, but does not grant a general right to use your confidential submission to select or pursue a program. Om must be able to substantiate its independent information sources. Public knowledge of a target does not make your involvement, non-public rationale, sequence modifications, project details, inputs, or results public. Matching targets never authorize another customer's access to your private results. Separate NDAs, historical rights and specific program restrictions remain controlling.

5.4 Enterprise restrictions and specific programs

All customers receive the private-by-default protection in Section 5.2 without a paid upgrade or signed exclusion. A signed enterprise agreement may add restrictions on specified inputs, results and derived artifacts while permitting requested private processing. A separate signed election may provide protein-sequence exclusivity for defined sequences, activities, scope, and duration. Within that scope and duration, Om will not perform or commission the covered screening, discovery, development, or commercialization activities for its own account or for third parties, including through providers acting on its behalf. This restriction applies even when target information is public or independently obtained. Any retained activities or prior-program exceptions must be expressly identified in the signed schedule. Excluding your data from improvement does not itself prohibit independent same-sequence work, but independent-work permissions cannot bypass restrictions on covered customer material or its descendants. Conversely, sequence exclusivity does not itself grant or expand training permission: any improvement still requires the explicit approval in Section 5.2. A designated Partnered Pipeline program also follows the approved duration and closeout duties in Section 5.6. Permitted improvement remains subject to the restriction on covered competing activities. A separate signed Partnered Pipeline or exclusivity agreement may establish the partner ownership arrangement described in Section 7.2, including all new results of Om's independently initiated work within the agreed scope and term. It must define the covered work and results, your commercialization rights, and any rights expressly retained by or licensed back to Om. Ownership alone does not authorize activities prohibited by the agreed exclusivity. Enterprise pricing may include negotiated exclusivity or additional protections within an agreed recurring spending commitment or charge a separate fee, as the signed agreement specifies. These protections require a signed agreement and do not arise from subscription payments alone; the private-by-default rule does not depend on an enterprise purchase. The signed schedule must state when exclusivity begins, its payment and renewal conditions, and when it ends. If exclusivity is tied to a monthly commitment that allows cancellation at any time, it continues through the paid service period and ends at that period's close after cancellation, unless the agreement expressly states otherwise. Unused Wallet Credits do not extend exclusivity. Ending exclusivity does not end confidentiality, customer ownership, or a surviving shared-improvement exclusion for previously covered material or its descendants. Standard confidentiality and customer ownership apply regardless of whether you buy an enterprise restriction. Specific Open Pipeline Challenge terms control contribution, acquisition, payout, training, and publication rights for Challenge material. The general improvement and independent-work permissions do not bypass those conditions or license non-acquired contributions. Signed agreements control within their stated scope; neither a general update nor an enterprise election silently changes historical rights or an existing specific program agreement. Optional Open Pipeline marketplace enrollment is a separate, express election under Section 6.9. Accepting these general Terms or submitting to a Challenge does not by itself enroll any data in the marketplace. An accepted enrollment under Section 6.9 must include your explicit approval of Om model-training and Open Pipeline research permissions for the specifically enrolled molecules and data, whether or not a Challenge award is paid. This does not activate the separate conditional Challenge license, change an award obligation, or license unenrolled data.

5.5 Personal information and support

We do not use personal information, payment information, credentials, or other account data for model training or sale. Support communications may be used to provide support, troubleshoot issues, and improve support quality and product features, but are not sold or treated as Generated Scientific Data merely because you send them. The Privacy Policy describes personal-information processing and your rights. Contractual scientific-data permissions do not replace applicable privacy-law requirements.

5.6 Partnered Pipeline term and closeout

For a designated Partnered Pipeline program, covered partner material includes all Customer Inputs and Customer Results for the program, including provider work, generated scientific data, and data and learned artifacts derived from that material. Only if you explicitly approve an identified scope of data and improvement uses in the signed program terms may Om use that material for those purposes within the approved scope and duration, subject to exclusivity and other restrictions. A Partnered Pipeline designation alone grants no training rights. Any stricter signed exclusion continues to apply. At program expiration or termination, exclusivity follows its signed schedule. Any continued improvement or use of resulting models follows only the scope and duration you expressly approve in the signed opt-in terms, including their withdrawal and termination conditions. Without that approval, shared improvement ends with the program and Om must retire affected models from use for itself and other customers across all targets. A surviving model-use permission does not authorize new training or continued retention or use of source records unless separately included in your approval. At program end or earlier expiry or withdrawal of the applicable permission, Om must stop every use no longer authorized and apply the agreed closeout to covered material and all models and artifacts directly or indirectly incorporating its data or learning. This includes shared, combined, fine-tuned and descendant models and Platform Improvements. Om ownership does not exempt an artifact. Approved surviving uses remain subject to confidentiality, exclusivity while in force, and every contributing source's restrictions. A new approval cannot silently override earlier signed retirement or deletion duties. Om will honor orders placed by you and accepted during the program term, including completion and delivery after the term ends under their agreed scope and payment terms. Om and its providers may use covered material and affected models only as necessary to complete those orders for you, including scientific processing and private fine-tuning expressly included in them. This permission does not extend exclusivity, renew the monthly commitment, authorize additional orders, or permit shared platform improvement. All resulting data, results and learned artifacts remain covered partner material and customer-owned as applicable; post-term generation does not make them eligible for shared improvement without applicable explicit approval covering those results. Once an order is complete, its completion-only use ends. Om may retain copies of covered material and affected artifacts in a restricted, inactive archive to preserve the program for a possible restart of your partnership. Except for accepted-order completion or a specifically approved surviving use, covered material and affected models must be removed from active scientific use. Archived copies may not be used for research, training, evaluation, inference, model combination or any other scientific or commercial activity. Handling solely to secure and maintain the archive, fulfill agreed customer export or return, or comply with legal duties and required deletion is permitted. Archive retention is not an improvement license. Om must apply these restrictions to provider copies and backups; confidentiality and customer ownership continue. Partner model artifacts remain on Om-managed infrastructure under Section 7.3. Agreed export or return covers Customer Inputs and non-model Customer Results; it does not include transfer of model weights, checkpoints or other learned-parameter files under the partnered program. Any separately licensed delivery and treatment of downloaded copies require the separate commercial model-license agreement described in Section 7.3. Before work begins, the signed schedule must specify covered accounts/projects, orders, material, historical treatment and program term; how existing orders will be completed; and bounded deadlines for export, removal from active use, archiving and written confirmation. It must identify any approved surviving uses and their data/model scope, duration and cessation duties, separately from source-record retention. It must state archive retention periods or review criteria and restart conditions. Retention remains subject to applicable law and any stricter signed or historical deletion obligations. Personal-information rights remain governed by the Privacy Policy and law; archiving does not create unlimited retention permission. Archived material may be reactivated only under a signed restart or renewal of the same customer's Partnered Pipeline program that identifies the archived material and expressly authorizes its renewed use. All applicable source restrictions still apply. Remaining Wallet Credits, account reopening or a later self-service order do not reactivate that permission. Om must track data and model dependencies and control copies and distribution sufficiently to enforce retirement, archival restrictions and any required deletion. Outside accepted-order completion, an expressly restarted partnership or a specifically approved surviving use, later Om work must use data and models that never incorporated the covered material or its learning. Deleting source records or continuing training from an affected checkpoint does not remove a restriction. A surviving model-use permission does not reactivate an inactive archive. You retain ownership and permitted use of your results.

5.7 Self-service, Om Open Pipeline and program conversion

Standard self-service provides non-exclusive Services with customer ownership and the private-by-default protection and optional explicit training approval described above. Om Open Pipeline comprises Om's own programs using materials and models it has the right to use under Section 5.3; Om owns the new results of its separate work as described in Section 7.2. Partnered Pipeline provides customer-owned results, signed exclusivity and, only where explicitly approved, improvement rights whose scope, duration and any model-use survival follow Section 5.6. The Open Pipeline marketplace may also offer contributor-owned data under Section 6.9. Hosting a contributor's result alongside Om programs does not make that result Om-owned. Each purchase licenses the identified data; it does not acquire an entire program. Om and a partner may convert an Om Open Pipeline program through a signed agreement identifying the effective date, existing assets and their assignment or license, and new partner work. Conversion does not automatically transfer pre-existing Om assets, retract public disclosures, or revoke existing third-party rights or commitments. Open Pipeline Challenge contribution, acquisition and payout terms remain separately controlling.

6. Subscriptions, Wallet Credits, Discovery, and Open Pipeline

Your checkout flow, order form, or written agreement specifies service scope, pricing, delivery, and access. Subscriptions may include plan-only features, pricing and bundled Wallet Credits. Wallet Credits fund supported usage and orders through Om, including inference and scoring, Discovery, fine-tuning, Molecule Fulfillment, AS-MS, proteomics, and other agreed screening, assay, laboratory, or provider services. Om may evolve offerings and pricing, subject to existing accepted orders and signed commitments.

6.1 Paid use and customer results

Paid hosted usage permits the purchased calls and workflows, including commercial use within their stated scope. Customer Results and your Derived Works may be used for research, discovery, validation, publication, partnering, product, business, and downstream development under Section 7. A research-only, beta, promotional, evaluation, or field-of-use limitation applies only when expressly stated for that offering. Result ownership does not license Om's base weights, local deployment, or separately licensed datasets.

6.2 Access and plan changes

New or expanded plan rights apply after payment confirmation unless agreed otherwise. Subscription cancellation ends only the subscription entitlements concerned. Separately funded Wallet Credits and supported pay-as-you-go usage remain subject to your balance, account standing, payment status, and product availability. Customer-specific fine-tune ownership does not depend on maintaining a subscription. Hosted training, scoring, storage, and export availability remain subject to the applicable service terms and base-model rights, including the hosted-only model limitation in Section 7.3.

6.3 Open-Weight LULA Releases

LULA-1, LULA-1.1, and other Om open-weight model releases are governed by the applicable model-specific license, model card, notice, and third-party component terms.

6.4 Customer use and downstream work

You may retain, use, publish, share with collaborators, license, and commercialize your Customer Results and Derived Works under Section 7. No royalty or reporting obligation applies unless separately agreed. Restrictions on Background Materials apply to those materials, not automatically to an entire report, result dataset, or downstream work.

6.5 Wallet Credits

Wallet Credit purchases are separate from subscription pricing unless your checkout or agreement says otherwise. Paying for hosted usage does not grant rights to download, deploy, redistribute, or commercially use local or open-weight base models outside their applicable license. It does not restrict the customer-result ownership in Section 7. A signed enterprise agreement may convert all or part of a recurring payment into Wallet Credits usable across its eligible Services. It must specify the payment amount, credited value, eligible usage, any separately charged fees, and credit treatment after cancellation. Credits can fund provider work arranged through Om when the applicable quote or order expressly accepts them; they are not a payment instrument redeemable directly with a vendor. Availability, service scope, price, timing, and any additional provider, shipping, or tax charges must be stated before you authorize an order. A wallet balance does not guarantee that every provider or requested capability is available. Usage charges draw down the available balance under the applicable order terms; funding the wallet is not a second charge for the same usage.

6.6 Discovery and generated results

Discovery can include computational work, screening, validation, assays, and provider services within your accepted order. Data generation is an activity within the Services, including laboratory work, and need not be a separately purchased product. Your order or product specification defines deliverables, formats, timing, available raw and processed exports, and any storage or retention commitment. Ownership does not promise perpetual hosting, every intermediate file, a successful scientific result, or delivery of an entire underlying Om or vendor library. You own all Customer Results generated for your order, including results generated by vendors acting on Om's behalf. Before engaging a provider for your work, Om will secure written commitments and assignments that ensure your ownership of all resulting Customer Results and bind the provider to applicable confidentiality and agreed data-use restrictions. Om remains responsible for securing these rights. A provider's terms, retained rights, or failure to assign do not reduce Om's ownership obligations to you. Pre-existing vendor materials are separate from your results; Om must secure any permissions needed to use them in your deliverables without limiting your ownership or permitted use of Customer Results. Result access is scoped to your order, deliverables, and express grants. A matching sequence, protein identifier, or updated vintage does not entitle another customer to your raw results. Existing order-specific access rights remain governed by the agreement under which they arose.

6.7 Molecule Fulfillment

Molecule Fulfillment workflows may let you search provider availability, request quotes, create Wallet Credits-funded orders, track order status, and arrange shipment for physical molecules or related materials. You may order molecules for delivery without an assay. Assays and screening are included only when specified in your accepted order. Om may facilitate these workflows through third-party providers, but those providers are responsible for their own catalog information, provider claims, specifications, ordering rules, synthesis, procurement, packaging, shipping, handling, certificates, regulatory qualifications, and fulfillment outcomes. Om does not guarantee provider availability, exact match, synthesis success, identity, purity, yield, quantity, delivery timing, provider claims, regulatory suitability, fitness for your intended use, or downstream experimental results. Om strives to work with reputable providers that we believe meet high quality standards and to keep provider-backed availability, pricing, quote, and status information accurate, but provider information can change. You should consult the applicable provider's documentation, specifications, terms, and compliance guidance for provider-specific representations, warranties, and restrictions. You are responsible for lawful ordering, shipping, receipt, storage, handling, use, transfer, and disposal of any fulfilled materials, including any permits, approvals, import/export obligations, institutional rules, or safety requirements. Molecule Fulfillment does not grant unrelated Om datasets, base-model weights, vendor catalog rights, or broader platform access. Customer Results and your own downstream work remain governed by Section 7.

6.8 Enterprise collaboration and new capabilities

Under an enterprise partnership agreement, Om will use commercially reasonable efforts to onboard new capabilities you request for your research program as part of that partnership. Om will work with you to evaluate requests, agree priorities, and coordinate onboarding and integration, taking account of scientific and technical feasibility and provider availability. This effort commitment is included in the enterprise partnership. The parties will work together on scope and expected timing. Use of an onboarded service follows the applicable wallet and order terms. Customer ownership, confidentiality, and the agreed improvement provisions apply to work performed through those capabilities.

6.9 Open Pipeline marketplace

Purchase and listing confirmation

You may purchase access or list identified data through the website or a supported MCP client. The review identifies the selected data and result versions, applicable buyer or contributor terms and price. Your explicit confirmation of that purchase or listing accepts those Marketplace terms and authorizes the transaction and uses stated for that action. One confirmation is sufficient; no additional legal or training approval is required for the same reviewed action. For a contributor listing, this confirmation is your explicit opt-in to the Marketplace, model-training and Open Pipeline research permissions prominently disclosed in the review and described below. For a purchase, it authorizes payment and accepts the buyer license; it does not enroll your own data or grant Om rights to unrelated data. Initial general Terms and Privacy agreement is handled through the website. A changed selection, applicable terms, price or eligibility, or a review that expires before confirmation, requires a new review and approval. Retrying an already confirmed action does not require another approval or expand its scope.

Buyer license and contributor ownership

After confirmed payment, the buyer receives a perpetual, non-exclusive, worldwide license to retain, reproduce, analyze and use the purchased Marketplace Data for its own lawful research and commercial purposes, subject to this Section and the specific license presented at checkout. The license covers only the identified data and result version. The contributor retains ownership. Other buyers may independently license the same data; purchasing access grants no exclusivity or ownership of the data, molecule, target, patents or other intellectual property. The buyer may not publish, publicly disclose, redistribute, resell, sublicense or otherwise make the purchased Marketplace Data available to third parties, in whole or in part, including through reports, datasets, models or other products that reveal or allow reconstruction of that data. Use by personnel acting for the licensed buyer must remain within its authorized account or expressly licensed entity, subject to confidentiality and these restrictions; the buyer remains responsible for that use. Any broader disclosure under this marketplace license requires prior written authorization from Om within its licensing authority, and any additional rights-holder permission that is required. A contributor's ability to publish generalized findings that do not reveal the exact enrolled data does not authorize a buyer to redistribute its purchased copy. Disclosure required by law is limited to what is required, with prior notice to Om where lawful and reasonable efforts to preserve confidentiality. Perpetual means the license has no fixed end date and does not expire merely because a subscription or account closes or the contributor stops participating. It remains subject to the buyer's compliance with its license restrictions. The buyer may retain authorized downloaded copies; perpetual licensing does not promise perpetual hosting. Refunds may adjust financial records and contributor earnings but do not erase the purchase, license, or immutable access history. Om may retain transaction, access, refund and compliance records. Future result versions, other results, physical molecules and additional assays are not included. Physical molecules may be ordered separately under the applicable order. Nothing in the customer-result ownership or publication provisions transfers the contributor's Marketplace Data to the buyer or overrides these disclosure restrictions. A Qualified Binder label reports Om's determination for the identified assay protocol and result version. It is not a guarantee of binding in every assay, selectivity, reproducibility under other conditions, clinical safety or efficacy, regulatory approval, patentability or freedom to operate. Ownership and license statements allocate the parties' rights; they do not create ownership of otherwise unprotectable scientific facts or grant rights belonging to someone else.

Buyer and contributor compliance and responsibility

Each buyer is solely responsible for its own breach of these Terms or its marketplace license, including unauthorized use, publication, disclosure, redistribution, resale or sublicensing of Marketplace Data. The buyer remains responsible for misuse by personnel or recipients acting from or through that buyer. Om does not guarantee that a buyer will comply with its obligations or that unauthorized disclosure can be prevented, detected or reversed. A contributor is likewise responsible for its own breach, including enrollment without the required authority or in conflict with third-party rights. To the maximum extent permitted by law, Om has no liability for losses caused solely by an independent contributor's breach. This does not treat providers acting for Om as independent contributors or remove Om's obligations for work it performs or commissions. To the maximum extent permitted by law, Om has no liability to a contributor or any other person for losses caused solely by a buyer's breach. Om does not assume or insure a buyer's obligations merely by hosting the data, licensing buyer access or processing a purchase. Om may suspend access or pursue available remedies, but does not guarantee enforcement or recovery from a buyer. This allocation does not excuse Om's own breach of its express obligations or exclude liability that applicable law prohibits excluding. Liability for Om's own acts or omissions remains governed by the otherwise applicable provisions of these Terms and applicable law. A buyer must promptly notify Om of known unauthorized access, use or disclosure of purchased Marketplace Data, stop the unauthorized activity and reasonably cooperate in limiting further disclosure. For a breach, Om may suspend the affected access and require remediation, including deletion of unauthorized copies and reasonable written confirmation, or seek injunctive relief and other remedies available by law. These remedies concern the affected licensed data and do not transfer the buyer's unrelated intellectual property to Om. They do not promise that a court will grant a remedy or that disclosed information can be recovered.

Contributor election, exclusive hosting and sharing restrictions

You may expressly enroll specified submissions or results at submission or later. Enrollment must identify the molecules, data and version, permitted training and Open Pipeline research uses, marketplace rights and applicable terms, and obtain your explicit approval of all these uses and rights before enrollment is accepted. The contributor enrollment review must prominently explain that contributing to the marketplace includes both Om model training and use of the enrolled molecules and data in Om's Open Pipeline research and discovery, as described below. A defined forthcoming result may be identified by its order and scope; unrelated records, unselected results and later work outside that scope are not included. You must own or control the rights needed to grant the marketplace licenses and have authority to act for the identified rights holder. You retain ownership of your data. You represent that any required employer, institution, collaborator or other third-party permissions have been obtained and must disclose prior publications, licenses and restrictions that could conflict with the enrollment before it is accepted. You must promptly notify Om of a later rights dispute or conflicting claim. Om's acceptance of a submission or scientific qualification is not verification of your legal title. Once enrollment is accepted, you cannot withdraw the marketplace permission for the enrolled data. Accepting general Terms, browsing, buying a result or receiving a Challenge award does not itself enroll your submissions. As a condition of Om hosting the enrolled data, you grant Om a perpetual, exclusive, worldwide license to retain, reproduce, process, host and make that data accessible through the marketplace and to grant buyers the licenses described above. Om may use service providers acting on its behalf for these purposes. This permission survives account closure and applies whether or not Om has paid you a Challenge award. It is subject to the contributor revenue-share obligation below; it does not transfer your ownership. Om is the exclusive marketplace host and licensor of buyer access to the enrolled data. You may not sell access to that data yourself or authorize another marketplace or commercial host to sell or license access to it. You retain the right to use enrolled data privately and may publish generalized scientific findings only when they do not disclose or permit reconstruction of the exact enrolled structure or underlying Marketplace Data. You may not publicly release that exact structure or Marketplace Data, direct Om to publish it for free, sell access yourself, or authorize another marketplace or commercial host to sell or license it. Marketplace enrollment is the only owner sharing election available through the Services. New free-publication elections are unavailable. Historical records that were made public before retirement of the free-publication feature remain readable and governed by the terms that applied to those disclosures; they are not converted into marketplace enrollments or made private again. You cannot enroll material in conflict with a signed restriction or third-party right. Prior publications and licenses remain effective according to their terms; enrollment cannot revoke them or create exclusivity you lack authority to grant. Om may suspend a listing or future sales for rights disputes, invalid or corrected results, fraud, legal requirements or marketplace operation. Enrollment does not guarantee listing, sales or uninterrupted hosting. Suspension, account closure or a refund does not itself revoke previously issued buyer licenses or erase valid accrued earnings or immutable access history. Separate test-mode terms apply to simulations and do not create production permissions.

Separate non-exclusive model-retraining license

As a separate condition of marketplace hosting, only when you explicitly approve this training use and Om accepts your enrollment do you grant Om a perpetual, non-exclusive, worldwide license to use, reproduce and process the specifically enrolled data and molecular information, including molecular structures, representations, target associations and Result Data, to train, retrain, fine-tune, evaluate and improve Om's models. Om may use providers acting on its behalf for these purposes and deploy and commercialize the resulting models and services with reasonable safeguards against exposing non-public source records. This license is granted in exchange for marketplace hosting, without a separate training-license payment or royalty. It does not reduce the contributor's agreed share of data-access sales. It takes effect upon accepted enrollment, independently of any sale, Challenge award, transfer or bank payout, and survives listing suspension and account closure. It covers only the enrolled material; accepting general Terms or submitting a molecule without marketplace enrollment does not grant this license. Historical material requires an express enrollment identifying that material and these rights; existing test enrollments are not converted silently. Non-exclusive means you retain your own private use rights and may grant other training permissions, provided they do not disclose the exact enrolled data or authorize competing marketplace hosting or buyer licensing contrary to the exclusive grant above. The training license does not itself authorize compound research; the separate Open Pipeline research permission below covers that use. Neither permission transfers ownership of your data, molecules or patents. Personal, account, credential and payment information is excluded. Existing signed restrictions remain controlling. For Challenge material, this is a separate enrollment-based grant, not the conditional Challenge training license. The Challenge license retains its own acquisition and payout conditions; unenrolled contributions receive no new training permission under this Section. Marketplace enrollment does not waive or satisfy an Om Challenge award obligation or change the contributor's ownership.

Separate non-exclusive Open Pipeline research permission

As a further condition of marketplace hosting, only when you explicitly approve this research use and Om accepts your enrollment do you grant Om a perpetual, non-exclusive, worldwide permission to use the specifically enrolled molecules, structures, target associations and Result Data in Om's Open Pipeline research and discovery programs. This includes using that material to select and pursue programs and to procure, synthesize, screen, test, evaluate and develop the enrolled molecules for research, directly or through providers acting on Om's behalf and bound by applicable confidentiality and use restrictions. This permission takes effect upon accepted enrollment, independently of a sale or Challenge award, and survives listing suspension and account closure. It is granted in exchange for marketplace hosting without a separate research-license payment or royalty and does not reduce your agreed share of data-access sales. You retain your ownership and private use rights. Om's new results from separately initiated research outside your ordered Services follow Section 7.2; work performed to fulfill your Services remains customer-owned. The permission covers only identified enrolled material and rights you can lawfully authorize. It does not transfer patent ownership, grant a patent license or promise freedom to operate; any required additional patent or third-party permission must be obtained separately. It does not grant a right to sell physical molecules, publicly release confidential enrolled structures or source records, or use unenrolled results, private fine-tunes or unrelated customer work. Personal information is excluded. Signed restrictions and third-party rights remain controlling. The research and training permissions must both be expressly disclosed and approved at contributor enrollment, whether marketed as Open Pipeline, Discovery Marketplace or another name. Browsing or buying marketplace data, general Terms acceptance and a training-only opt-in do not grant this research permission. Prior enrollments keep their accepted rights; adding this permission requires fresh explicit approval of the identified material under terms that include it.

Challenge seed payments and marketplace earnings

Under the initial Challenge offer of USD 1,000 for each of the first 25 payout-selected Qualified Binders, selection follows the Challenge's published qualification and acceptance-order rules. These seed payments are separate from marketplace sales. A Qualified Binder outside that initial paid group may still be expressly enrolled and offered for buyer access, subject to marketplace eligibility, even though Om owes no Challenge award for that result under the current cap. Both contributors who receive a Challenge award and contributors outside the paid group may earn their agreed share of subsequent marketplace sales. Receiving an award does not reduce that share or automatically enroll the data. Marketplace enrollment grants the expressly approved training and Open Pipeline research permissions above without requiring an award; it does not create or waive a Challenge payment obligation. The applicable published Challenge terms control its actual award amount, cap and selection rules, including any later cap increase. Enrollment does not guarantee a sale or marketplace earnings.

Pricing and contributor share

Om sets and may change the access price, discounts and availability of Marketplace Data in its sole discretion. Contributors do not set prices unless Om expressly enables and agrees to that arrangement. The buyer reviews the price before purchase. The contributor earns the percentage disclosed and accepted at enrollment of the price actually paid for access to the enrolled data. The calculation excludes separately collected taxes and is adjusted proportionally for refunds, reversals and chargebacks. Om records the price, applicable percentage and contributor amount for each sale. Processing fees do not reduce the contributor's percentage unless the selling terms expressly state that deduction before enrollment. A price change affects subsequent purchases and does not rewrite completed sales or their recorded share. The accepted percentage remains applicable to enrolled data unless a separate change is expressly agreed; publishing a new percentage does not rewrite prior enrollment. No fixed access price, sales volume or minimum earnings is promised.

Payouts

Contributor payouts are made through Stripe Connect on the payout schedule Om determines and may change in its sole discretion, subject to applicable law and payment-processor requirements. Om determines payout timing, frequency, minimum thresholds, review and reserve or hold requirements. No immediate payout or fixed payment date is promised. A recorded sale or transfer to a connected account is not confirmation that funds have reached the contributor's bank. Payout requires an eligible recipient, completed Stripe onboarding, required identity and tax information, available settled funds and compliance with the applicable processor terms. Om may delay or hold disputed or potentially refundable amounts, investigate fraud or rights claims, and make documented adjustments for refunds, reversals and chargebacks. This discretion governs payout administration and timing; it does not give Om ownership of the contributor's data or permit erasing valid earned revenue shares merely by changing a payout schedule. Account closure does not itself forfeit a valid unpaid share, subject to applicable adjustments and law.

7. Ownership, Customer Results, and Background Materials

7.1 Your inputs, results, and downstream work

You retain your rights in Customer Inputs. You own all Customer Results and your Derived Works, including customer-specific derivatives of your data and results generated for you by Om or providers acting on Om's behalf. Om hereby assigns to you all of its right, title, and interest in Customer Results as they arise and will procure corresponding written assignments from its personnel and providers. Om is responsible for securing all rights and permissions necessary to ensure your ownership of the Customer Results. Your ownership is not conditional on which provider, technology, or workflow produces them. A missing assignment or conflicting provider term does not excuse Om from this obligation. Om's service-processing license and any expressly approved improvement license under Section 5 do not change your ownership. When you use the Services to generate new results for your inputs, or Om performs or commissions computation, screening, analysis, or other work specifically to fulfill your request, the new customer-specific outputs of that work are your Customer Results. Publicly available inputs do not change ownership of those new outputs. A request to access, receive or license results from Om's independently initiated work is not, by itself, a request for Om to generate those results for you. It does not transfer ownership of those independent results or of underlying public or third-party information, existing datasets, or other Background Materials. Section 7.2 governs that distinction. You may retain, use, reproduce, modify, publish, share, license, and commercialize your Customer Inputs, Customer Results, and Derived Works. Applicable law and express offering limits govern use, without changing your ownership. For data you expressly enroll, the publication and sharing restrictions you approve under Section 6.9 also apply. Om must secure the provider and embedded material permissions needed for your permitted use of Customer Results under Section 7.2. These rights survive account closure and subscription cancellation. Om does not acquire your data or downstream work because you stop paying, share your own results, or use them to develop another product or model. Owning Customer Results does not itself establish patentability, uniqueness, or freedom to operate, or confer exclusive ownership of a naturally occurring sequence. These distinctions do not qualify Om's obligation to secure your ownership of Customer Results.

7.2 Om technology and embedded materials

Om and its licensors retain Background Materials. Om owns Platform Improvements developed under Section 5, without acquiring ownership of the Customer Inputs or Customer Results used to create them. An ordinary customer-specific deliverable is not a Platform Improvement merely because it may help improve Om's platform. By default, Om owns the new data and results of work it independently initiates and performs or commissions for its own account, at its own expense and outside your requested Services. Under Section 5.3, Om may conduct that work using public information, its own proprietary information, or other information it independently obtains and has the right to use, without using your confidential information or restricted Customer Inputs or Customer Results. A separate, expressly approved research permission under Section 6.9 may also authorize Om research within its stated scope. All such work remains subject to your retained input rights, agreed exclusivity, and other applicable restrictions. Under a separate signed Partnered Pipeline or exclusivity agreement, you will own all new data and results generated within the agreed scope and term, including results of work Om independently initiates, performs or commissions. Om must secure the assignments and other rights necessary to give effect to your ownership. The separate agreement must define the covered work and results, your commercialization rights, and any rights expressly retained by or licensed back to Om. Om may use, license or commercialize the covered results only as that agreement expressly permits. Your ownership of those results survives the end of the program or exclusivity term; ongoing Services and licensed uses follow the agreement. This arrangement takes effect only when that separate agreement is signed and effective; a subscription, program label, or acceptance of these Terms alone does not create it. Customer Results generated to fulfill your requests remain yours. Pre-existing datasets and technology retain their separate rights. Ownership alone does not authorize work prohibited by agreed exclusivity or use of confidential or restricted material beyond the agreement's express permissions. Om's independently generated results do not become Customer Results solely because they concern the same target, sequence, molecule, or interaction as your work, or because you request, receive, purchase access to, or license those results. This applies whether Om's independent work is completed or still underway when you request its results. Your access and use follow the applicable license; ownership transfers only where a separate signed agreement expressly assigns those results to you, including the Partnered Pipeline or exclusivity agreement described above. If Om agrees to perform additional work specifically to fulfill your request using independent Om results, the new customer-specific outputs of that additional work are your Customer Results; the underlying independent results retain their ownership and applicable license. Work actually performed to fulfill your Services, including screening and provider work, remains Customer Results even if it also benefits Om. Om may not relabel that work as separate research to avoid your ownership or agreed restrictions. Om grants you a continuing, non-exclusive, worldwide, royalty-free license to use Om-owned Background Materials embedded in delivered Customer Results to the extent needed to use, reproduce, share, and commercialize those results as permitted here. This includes result identifiers and scientific context needed to make meaningful use of the results. It does not grant a standalone right to extract, publish, resell, or reconstruct an underlying shared library or dataset, or license Om's base-model weights or software for independent deployment. Om will obtain equivalent permissions for any third-party Background Materials incorporated into delivered Customer Results. Om will not incorporate materials or accept provider terms that prevent your ownership or permitted use of those results. The reservation of Background Materials does not reserve rights in your new Customer Results. Separately provided Om Data and other Background Materials are licensed, not sold, under their applicable terms. Existing datasets do not become customer-owned merely by downloading them. Open-weight models remain subject to their model-specific licenses.

7.3 Customer-specific fine-tunes

You own the customer-specific learned updates generated for you as Customer Results. Underlying Om or third-party base models remain separately owned. Your ownership of an update does not transfer the base model or remove its deployment, commercial-use, or distribution limits. Your learned updates and private fine-tuned model are private by default. Om may use their learning for its own model improvement only with your explicit approval identifying that material and those uses under Section 5.2. Combining parameters does not bypass this requirement. Any model-use survival follows your explicit approval; approved Partnered Pipeline uses and remaining closeout are governed by Section 5.6. All standard hosted fine-tunes, including self-service and partnered fine-tunes, are stored and run only on Om-managed infrastructure, including cloud infrastructure operated for Om. You access those models through Om-authorized hosted Services. Standard fine-tuning does not include delivery, download, export or transfer to you or your designees of model weights, checkpoints, adapters, deltas or other learned-parameter files, including customer-specific learned updates. It does not include local, self-hosted or third-party deployment of those models. Customer ownership of learned updates does not create a right to receive those model artifacts. Any customer-specific model delivery or off-platform use requires a separately negotiated written commercial model-license agreement signed by you and Om and separately agreed delivery arrangements. Standard fine-tuning includes no model-download facility or commitment to provide one. The separate agreement must identify the covered model/artifacts, permitted uses and deployment or distribution rights, duration, and treatment of downloaded copies at termination, including any express amendments to applicable retention or closeout obligations. Unamended signed duties and other contributing sources' restrictions remain controlling. A commercial model license does not itself authorize Om to train on or otherwise reuse your private data. This hosted-only limitation does not restrict agreed delivery or export of Customer Inputs or non-model Customer Results, such as experimental data, predictions, scores and reports. It does not expand Om's data-use permissions or alter the consent and closeout requirements above. Service access, further training, storage and retention follow the applicable service terms and signed schedules; perpetual hosting or storage is not included. Separately licensed model products and open-weight releases remain governed by their own applicable terms.

7.4 Restricted transfers and remedies

Unauthorized use or transfer of Background Materials outside their license may be a material breach. Where Om permits transfer of restricted Background Materials, recipients must receive written terms preserving the applicable license scope and transfer limits, with Om an intended third-party beneficiary of those restrictions. You remain responsible for misuse of those materials by recipients acting from or through you. Om may require stopping unauthorized use, return, deletion, destruction, or certification of destruction of affected restricted Background Materials and may seek suspension, termination, injunctive relief, specific performance, damages, or other remedies available by law. Om may determine whether a cure period is appropriate based on the breach's nature, severity, and remediability. These remedies do not transfer ownership of your work to Om or require deletion of Customer Inputs or Customer Results merely because you own, use, or share them. Payment obligations remain enforceable; Om may withhold delivery or suspend affected Services for nonpayment as provided in Section 8. We may use access logs, provenance checks, and other technical controls to enforce licensed access. Reasonable compliance requests must concern the applicable restricted materials and license scope, not a general audit right over your unrelated data or technology. You grant Om a non-exclusive, worldwide, royalty-free license to use feedback or suggestions to improve the Services. Feedback does not transfer ownership of Customer Inputs or Results or override their confidentiality or an enterprise exclusion.

8. Payment and Orders

Prices, fees, and taxes may change at any time. Payment is due at the time of order unless we agree otherwise in writing. Subscription plans renew for the billing interval stated in the applicable checkout flow, order form, or written Om agreement; a checkout may present annual commitments billed monthly, monthly billing, or another billing cadence. Cancellation takes effect according to the applicable billing flow, order form, or written Om agreement and stops future renewals. Cancellation does not waive monthly installments or other amounts owed for the current commitment. Where a signed enterprise agreement expressly provides a month-to-month commitment with cancellation at any time, you may give notice using its stated cancellation method at any time before the next renewal to stop that renewal. The paid service period continues through its end, with no obligation for later monthly commitments. That monthly arrangement does not create an annual minimum commitment. Cancellation does not itself cancel or refund already authorized usage or accepted provider orders; their agreed cancellation and payment terms continue. Orders placed and accepted during a Partnered Pipeline term will be honored even when completion occurs afterward, subject to the completion-only permission and archival restrictions in Section 5.6. Remaining credits follow the agreed credit terms and do not extend exclusivity under Section 5.4. When cancellation becomes effective, subscription-gated access and future-use entitlements end unless a separate written Om agreement or order form expressly says otherwise. Cancellation does not by itself require deletion of your Customer Inputs, Customer Results, or Derived Works. If payment fails, we may suspend access and provide a 60-day cure period before terminating subscription-based licenses. Upgrade fees, order fees, and written-license fees are due upfront. Payments, including subscription charges and Wallet Credit purchases, are non-refundable once paid except where required by law. Om may, in its discretion, restore or issue Wallet Credits to address issues with Services or orders. Such adjustments are not cash refunds, cannot be redeemed for cash, and do not create an entitlement to an adjustment, replacement or re-performance. Credit adjustments do not extend exclusivity or reactivate archived partner material. Promotions and credit codes may be subject to additional terms.

9. No Medical or Clinical Use

The Services and Outputs are for research and informational purposes only and are not intended for diagnostic or therapeutic use. Om does not provide medical advice. Do not submit PHI unless we have executed an appropriate agreement permitting it.

10. Warranties and Disclaimers

EXCEPT FOR EXPRESS OBLIGATIONS IN THESE TERMS OR AN APPLICABLE SIGNED AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUTS, MARKETPLACE DATA AND Om DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. Om DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. These disclaimers do not remove Om's express delivery, ownership, confidentiality, data-use, payment or other obligations, including securing ownership and the permissions required under Section 7. Remedies and limits on monetary liability are governed by Section 11 and any controlling signed agreement. A disclaimer is not permission to misdescribe a result or fail to provide an expressly purchased deliverable.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Om AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL. Om TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT PAID BY YOU TO Om FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. Subject to the exceptions below, these exclusions and the aggregate cap apply to claims in contract, tort or otherwise, including ordinary breaches of these Terms, to the maximum extent permitted by law. Preserving an express obligation does not by itself make ordinary contract damages uncapped. This Section limits Om's and its affiliates' liability; it does not impose a matching cap on a buyer's or contributor's breach. Neither the damages exclusions nor the cap apply to Om's fraud, willful injury, gross negligence, or other liability that applicable law prohibits excluding or limiting. They do not reduce valid accrued contributor revenue shares, Challenge payments owed under the applicable Challenge terms, or refunds required by law. Those payment obligations remain payable under their governing conditions and are not lost profits excluded by this Section. A signed agreement's express liability terms control within that agreement's scope.

Remedies for unauthorized use or transfer of restricted Background Materials are described in Section 7.4. Permitted use or sharing of your Customer Results is not such a breach. Responsibility for marketplace buyer breaches is addressed separately in Section 6.9. Nothing in these Terms excludes or limits liability to the extent applicable law prohibits that exclusion or limitation.

12. Indemnification

You will defend, indemnify and hold harmless Om and its affiliates against third-party claims, resulting judgments and approved settlements, and reasonable defense costs, to the extent arising from your breach of these Terms, unlawful use of the Services, violation of third-party rights in your Customer Inputs or enrolled data, or unauthorized use, transfer or commercialization of Background Materials or Marketplace Data. This includes unauthorized publication or redistribution by a buyer, a contributor's lack of authority to grant enrolled rights, and misuse by personnel or recipients acting from or through you. Permitted use or sharing of your own Customer Results does not itself trigger this indemnity. It does not shift responsibility for Om's own separate breach, negligence or other wrongdoing to you. Om will give prompt notice of a claim, allow you to control its defense with reasonably suitable counsel and provide reasonable cooperation at your expense. A delay in notice reduces your obligation only to the extent it materially prejudices the defense. You may not settle a claim in a way that admits fault by Om, imposes a non-monetary obligation on Om or fails to release the protected parties without Om's prior written consent. Om may participate with its own counsel at its own expense. These third-party claim procedures do not restrict Om's direct remedies for your breach or create an obligation for Om to bring or fund a contributor's claim against a buyer.

13. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, subject to applicable federal law and mandatory protections that cannot lawfully be displaced. To the extent permitted by applicable law, you and Om agree to the exclusive jurisdiction and venue of the state and federal courts in Delaware that have jurisdiction over the dispute. TO THE EXTENT A WAIVER IS LAWFUL AND ENFORCEABLE IN THE COURT HEARING THE DISPUTE, YOU AND Om WAIVE TRIAL BY JURY AND AGREE TO BRING CLAIMS IN AN INDIVIDUAL CAPACITY, RATHER THAN AS A CLASS OR REPRESENTATIVE ACTION. No waiver applies where prohibited by law. Nothing here waives non-waivable rights to seek public injunctive relief, exercise statutory privacy rights, report conduct to a regulator or cooperate with an investigation. An unenforceable waiver is severed without eliminating a remedy that the law requires to remain available. This Section is not an arbitration agreement.

14. Export and Sanctions

You may not use or access the Services in violation of U.S. export control or sanctions laws or in any jurisdiction embargoed by the United States. You represent that you are not a denied or restricted party under applicable trade controls.

15. Changes to the Services and Terms

We may modify the Services and these Terms from time to time. We will notify you of updated Terms by email to the address associated with your account, with a clear summary, links to the revised documents, and their effective date. We will provide that notice on or before the stated effective date. We may also display a notice in the Services. By continuing to use the Services after you receive notice of the updated Terms and after their stated effective date, you accept and agree to be bound by the updated Terms, to the extent permitted by applicable law and your governing agreement. You do not need to click an acceptance button again for updates made through this notice process. If you do not agree, stop using the Services before the updated Terms take effect; you may cancel renewal and export your results during the notice period under your existing terms. Receipt of an email, automatic billing, or completion of an already authorized job alone does not constitute continued use by you. We obtain your initial agreement before your first job or order. If applicable law or a signed agreement requires separate consent or a signed amendment for a particular change, we will obtain it before applying that change. Notice and continued use do not substitute for any separately required consent to personal-data processing. Updated Terms govern your continued use prospectively after they become effective for you through this process. Existing signed agreements, specific program terms, and rights in earlier submitted or generated material continue under their governing terms unless expressly amended. Accepting this version does not retroactively expand Om's training rights or remove an earlier commitment to stop future training upon account closure. Any change to historical material must expressly identify the covered material and agreed new rights. A general terms update or continued use does not reactivate a Partnered Pipeline archive; the signed restart or renewal requirements in these Terms continue to apply.

16. Miscellaneous

17. Contact