Terms of Service

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. ("OMTX," "we," "us," or "our"), a Delaware corporation with its principal place of business at 3210 Merryfield Row, San Diego, CA 92121 USA. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy.

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

• Service Data: protein sequences, molecular inputs, and computational requests you submit to the Services.
• Outputs: results returned by the Services (e.g., predictions, reports, datasets).
• OMTX Data: Outputs and any data OMTX provides via Standard Data Access.
• Private Order / Private Outputs: Outputs delivered under a Private Data Generation purchase.
• Standard Data Access: generally available datasets/outputs or results accessible to users or the public.
• Derived Works: any models, assays, analyses, research, publications, software, applications, products, services, or other works you create using OMTX Data combined with your own or third‑party data, materials, or intellectual property.
• Protected Health Information (PHI): any information about health status, healthcare provision, or healthcare payment that can be linked to a specific individual, as defined under HIPAA and other healthcare privacy laws.
• Services: OMTX websites, apps, APIs, SDKs, plug‑ins, the Diligence tool, and any other product developed by Om Therapeutics, Inc.

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. Acceptable Use

You agree not to:

• Violate any applicable law, regulation, or third‑party rights;
• Upload unlawful, harmful, infringing, or confidential information you lack rights to disclose;
• Reverse engineer, decompile, attempt to extract source code or models, or circumvent security or rate limits;
• Scrape, harvest, or bulk‑download OMTX Data; benchmark or publish performance results except with our written consent;
• Attempt to reverse engineer, extract, or copy OMTX's proprietary ML models; or create and sell datasets that are primarily comprised of repackaged OMTX Data;
• Provide Protected Health Information (PHI) or other regulated data unless we have executed a written agreement permitting it;
• Introduce malware or interfere with the Services' operation.

5. Data Use & Model Training (Contractual Necessity)

The processing of Service Data and Outputs for model training and evaluation is necessary to provide, maintain, and improve the Services and is inseparable from their operation. By using the Services, you acknowledge and agree to this processing.

What we use for model training:

• Protein sequences you submit
• Molecular inputs and computational requests you make
• Outputs and predictions we generate

What we NEVER use for model training or sale:

• Your personal information (name, email, etc.)
• Payment information
• Account credentials
• Any other personal or account data

Note on Support Communications: We may use customer support communications internally to improve product features and support quality. These communications are not used for model training, are never sold to third parties, and are not used for any external purposes.

We apply data‑minimization and de‑identification techniques so that Service Data used for model training is not linked back to individual accounts.

6. Data Generation Services: Private vs. Standard Tiers

Our data generation services offer two tiers, both of which contribute to ML model improvement:

Private Data Generation:
• Your results are NOT resold via Standard Data Access
• You receive a 30-day exclusivity window for your sequences
• Your Service Data still contributes to ML model training (with your consent)
• Ideal for proprietary research requiring temporary exclusivity

Standard Data Generation:
• Results may be made available to other users via Standard Data Access
• Private Outputs are never included in Standard Data Access
• After the 30‑day exclusivity window, substantially similar results for the same sequence may be available only if the sequence is independently obtained from non‑confidential third‑party sources; in such cases, we will identify those sources
• More cost‑effective option for non‑proprietary research

Key Point: Both tiers help improve our ML models. The difference is in data exclusivity and redistribution, not in model training participation.

7. Intellectual Property; Outputs and Derived Works

The Services and their content are owned by OMTX and its licensors and are protected by intellectual‑property laws. Subject to these Terms, we grant you a non‑exclusive, non‑transferable license to use the Services and Outputs for your internal business or research purposes.

What You CAN Do: You may create Derived Works (including but not limited to models, assays, analyses, research publications, drug discovery pipelines, diagnostic tools, software applications, or any other scientific or commercial works) using OMTX Data combined with your own data. You may use and commercialize these Derived Works for your business.

What You CANNOT Do Without Written Consent: You must NOT resell, publish, redistribute, or share the OMTX Data itself. Violation of this restriction will result in UNCAPPED LIABILITY - the limitation of liability in Section 11 does NOT apply to unauthorized publishing or reselling of OMTX Data.

You grant OMTX a non‑exclusive, worldwide, royalty‑free license to use feedback or suggestions you provide to improve the Services.

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. Credit purchases may be non‑refundable except where required by law. 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. OMTX does not provide medical advice. Do not submit PHI unless we have executed an appropriate agreement permitting it.

10. Warranties and Disclaimers

THE SERVICES AND OMTX 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. OMTX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, OR FREE OF HARMFUL COMPONENTS.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OMTX 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. OMTX'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNT PAID BY YOU TO OMTX FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

EXCEPTION: This limitation of liability does NOT apply to your unauthorized resale, publication, or redistribution of OMTX Data. You will be fully liable for all damages resulting from such unauthorized use.

12. Indemnification

You will defend, indemnify, and hold harmless OMTX and its affiliates from and against any claims, losses, and expenses (including reasonable attorneys’ fees) arising from or relating to your use of the Services or OMTX Data, your Service Data or Outputs, or your violation of these Terms or applicable law.

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. You and OMTX agree to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, and each party waives any objection to venue in those courts. YOU AND OMTX WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

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. A new version of the Terms becomes effective when we publish it and activate it in our application (the in‑app Terms version). Continued use of the Services requires accepting the then‑current in‑app Terms; if you do not agree, you must stop using the Services.

16. Miscellaneous

• Assignment: You may not assign these Terms without our consent; we may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Force Majeure: OMTX will not be liable for delays or failures due to events beyond its reasonable control.
• Severability; Waiver: If a provision is unenforceable, it will be modified to the minimum extent necessary; failure to enforce is not a waiver.
• Entire Agreement: These Terms constitute the entire agreement between you and OMTX regarding the Services and supersede prior agreements.
• Publicity: We do not use your name, logo, trademarks, or project details in public communications (including our website, case studies, or press releases) without your prior written permission. If you opt in, any permitted use will follow your brand guidelines and the scope you approve.

17. Contact