Terms of use

Version 2.2 · Last updated 9 November 2026 (sections 5.4, 14.2 and 14.11 to 14.19: the Free Day, a card on file, Pay as you go with weekly and monthly limits, Week packages turned into the monthly package, and Eastern Time for all times; sections 14.11 to 14.19 apply to accounts created from that date and to earlier accounts 30 days after we notify them, section 24.2) · Version 2.1 · 2 November 2026 (sections 5.4 and 14: trials, self-serve packages, subscriptions, bank payments and promotion codes) · Effective 31 October 2026 for new accounts and 30 November 2026 for accounts created before 31 October 2026 (section 24).

1. Who we are and what these Terms cover

1.1 This website is operated by BioMedsAI, Inc., a Delaware public benefit corporation (Delaware file number 10763297) authorised to do business in New York (Department of State ID 8026183) ("BioMedsAI", "we", "us" or "our").

1.2 These Terms of Use ("Terms") govern your access to and use of: (a) the website at biomedsai.com; (b) the workspace at app.biomedsai.com, including trial, organisation and paid accounts; (c) Padma, our AI scientist, and every other feature that uses artificial intelligence ("AI Features"); (d) analyses, reports, consultations, end-to-end packages, independent evaluations, education programmes, biobank access and any other service we provide; and (e) related support and communications (together, the "Services").

1.3 In these Terms, "you" means the individual who accepts them and, where that individual acts for an organisation, that organisation as well. "Customer Data" means data, files, sample information, text, prompts and other material that you or anyone using your account submits to the Services. "Outputs" means anything the Services generate or deliver for you, including analyses, tables, figures, reports, interpretations, chat replies, literature briefs, code and run records. "Written Agreement" means a master services agreement, order form, statement of work, quote accepted in writing, or other agreement signed by BioMedsAI and you.

2. Accepting these Terms

2.1 You accept these Terms by ticking the acceptance box when you create an account, by redeeming an offer code, by ordering a Service, or by using the Services after these Terms are made available to you. If you do not agree, do not use the Services.

2.2 If you accept for an organisation, you confirm that you are authorised to bind it. If you are not authorised, you accept these Terms personally and are responsible for every obligation in them.

2.3 The Services are offered only for professional, research and business purposes. You must be at least 18 years old and legally able to enter into contracts. The Services are not offered to consumers for personal, family or household purposes; if you register without an organisation, you act as an independent professional and not as a consumer.

2.4 You may not use the Services if you are (a) located or ordinarily resident in a country or region subject to comprehensive United States sanctions, (b) on, or owned or controlled by a party on, a United States or other applicable restricted-party list, or (c) barred from receiving the Services under applicable law.

2.5 We keep a record of when you accepted these Terms and which version you accepted. That record is evidence of your acceptance.

3. Other documents and order of precedence

3.1 These Terms incorporate our Privacy Policy (biomedsai.com/legal/privacy/) and our Disclaimers (biomedsai.com/legal/disclaimers/).

3.2 If you and BioMedsAI sign a Written Agreement, it governs the Services it covers. If it conflicts with these Terms, the Written Agreement prevails, but only for that specific conflict and only for the Services it covers. Sections 6 (research use only), 7 (AI limitations), 10 (protected health information and human data) and 11 (acceptable use) apply to every use of the Services unless a Written Agreement expressly overrides them by section number.

3.3 Terms in your purchase order, vendor-registration portal, supplier code, invoice system or similar document do not apply and are rejected, even if we sign, accept or click through them, unless an authorised officer of BioMedsAI signs a document that expressly amends these Terms.

3.4 These Terms and any Written Agreement are the entire agreement on their subject. You have not relied on any statement, description, demonstration, sample output, figure, benchmark, roadmap or marketing material that is not in them. Descriptions on the website of how our systems are designed, including their safeguards, explain our approach; they are not warranties. No purchase depends on future features or on any public statement about them.

4. The website

4.1 Its content is provided for general information about our services and is not scientific, medical, legal or investment advice. Figures on the website are illustrations, or re-analyses of public data where the caption names a dataset; they are not clinical results.

4.2 Except for these Terms themselves, nothing on this site forms a quotation, an offer of services at a stated price, or an offer to sell securities. Every engagement beyond the self-serve workspace is scoped and quoted in writing.

4.3 Content is © BioMedsAI, Inc. or its licensors. You may link to any page. You may not frame the website, imply our endorsement, or reproduce substantial parts of the site without permission, except as permitted by law. You may not scrape, crawl or harvest the website or the workspace by automated means (other than search-engine indexing that follows our robots.txt) or use their content to train AI models.

4.4 Links to third-party websites are provided for convenience; we do not control them and are not responsible for them. Third-party names and trademarks, including NVIDIA and Google, are used only to describe programmes we take part in and technology we use, and do not imply endorsement.

5. Accounts, trials, plans and fair usage

5.1 Accounts at app.biomedsai.com are offered for research use only to people acting for an organisation or as independent professionals.

5.2 You are responsible for the accuracy of the details you register, for keeping your sign-in confidential, and for not uploading patient identifiers or protected health information (section 10). You are responsible for all activity under your account, must keep your details up to date, and must tell us at once at communications@biomedsai.com if you suspect unauthorised access. You must use a strong password that you do not use elsewhere, turn on multi-factor authentication when we offer it, and, if you administer an organisation account, promptly remove people who leave or no longer need access.

5.3 Each account is for one named person. If you are invited into an organisation's account, its account owner controls your access to its projects, and as between you and that organisation the project data belongs to the organisation. You are responsible for the people you invite and for what they do in your projects.

5.4 The trial is one Free Day, after which the account moves to Pay as you go unless you buy a package (sections 14.11 to 14.19). A trial workspace is a courtesy that we may limit, suspend or close at any time, with or without notice. Trial limits (such as the number of projects, data volume, analyses and Padma conversations) are shown in the workspace and may change. The Free Day includes your own data as well as the sample datasets we provide. Accounts registered with personal email addresses, and accounts from certain jurisdictions, are reviewed before the workspace opens.

5.5 Full access and paid plans are activated by approval of a request in the workspace, by an offer code, by a Written Agreement or by purchase, for the period and scope stated. We may refuse any request for access.

5.6 We may close an account that has been inactive for 12 months, after at least 30 days' notice to the account's email address. Its data is then deleted under section 16.4.

Fair usage

5.7 Allowances. Each trial and plan includes the allowances shown in the workspace or in your Written Agreement, such as the number of projects, data storage, analyses or runs, compute time, Padma conversations and request rates ("Allowances"). Allowances apply per account or per organisation as stated, reset at the end of each stated period, do not roll over, are not transferable and have no cash value. When an Allowance is used up, the affected feature pauses until it resets, or until you move to a plan or agree additional fees that cover more use. Your usage is shown in the workspace, and you are responsible for monitoring it.

5.8 Fair usage. A plan described as unlimited, and any use for which no Allowance is stated, covers the normal research use of the person or organisation that holds the plan. It does not cover resale or processing for third parties, bulk or continuous automated workloads, or use that is substantially greater than that of comparable customers on the same plan over the same period. A time-limited plan, such as a 24-hour plan, covers the use that one customer can reasonably make within that period; it may not be shared, or used to stockpile runs for later.

5.9 How we respond. If your use goes beyond an Allowance or fair usage, or threatens the security, stability or capacity of the Services or other customers' access, we may queue, rate-limit or slow your runs and requests, or pause the affected feature. We will keep any such measure as narrow and as short as reasonably possible, and will tell you what we did and why. Except in an emergency affecting security or integrity, we will give you notice and at least 10 business days to reduce your use or change your plan before we suspend your account for excessive use. We restore normal service promptly once the issue is resolved. Fair-usage measures alone will never lead to deletion of Customer Data or the loss of a period you have paid for without notice and an opportunity to resolve the issue.

5.10 Trials and promotional Allowances. Unless we agree otherwise, trials are limited to one per person and one per organisation. Trial and promotional Allowances may be used only to evaluate the Services for the purpose for which they were given, and may not be extended by opening further accounts.

5.11 Programmatic access. You may use automated means to access the Services only through the interfaces and keys we provide for that purpose. Keys and credentials are confidential to you; you may not share, sell or transfer them, or use several of them to exceed a limit. We may change or retire an interface, and we will give reasonable notice of a change that breaks existing use, except where the change is needed for security.

5.12 Changes to Allowances. We may change trial and free Allowances at any time. We will give at least 30 days' notice before materially reducing the Allowances of a paid plan, and no reduction applies to a period already paid for.

5.13 Availability. Unless a Written Agreement includes a service level, we do not guarantee that the Services will be available at any particular time, or that a run will start or finish within any particular time. Runs are queued and depend on available compute capacity, including graphics-processor (GPU) capacity supplied by cloud providers. Turnaround times we give are estimates. We carry out maintenance from time to time and try to schedule planned maintenance to limit disruption.

6. Research use only: no clinical use

6.1 The Services and all Outputs are for research use only. They are not intended for, and you must not use them for: diagnosing, treating, mitigating, preventing or monitoring any disease or condition in any individual; selecting or changing any patient's treatment; reporting results to a patient, a clinician or a medical record; eligibility or safety decisions about individual clinical-trial participants; or any other clinical, diagnostic or patient-management purpose.

6.2 BioMedsAI is not a CLIA-certified laboratory, does not perform clinical testing, and is not a healthcare provider. The Services are not a medical device and have not been cleared, approved or reviewed by the U.S. Food and Drug Administration or any other regulator. BioMedsAI is not a notified body; our independent evaluations are scientific opinions, not regulatory determinations, approvals or certificates of any kind. Unless a Written Agreement says otherwise, Outputs are not designed or warranted to be suitable for submission to any regulator, including in support of an investigational new drug or device application, a marketing application or a clinical-trial filing.

6.3 Measurable-residual-disease analyses and other research-grade analyses are not clinical tests, even when they report a limit of detection.

6.4 Nothing in the Services creates a doctor–patient, laboratory–patient, attorney–client, fiduciary or other professional relationship between BioMedsAI, or any Specialist, and you or any third party. The Services are not for emergencies.

6.5 If you use any Output for a clinical, diagnostic or patient-related purpose in breach of this section, you do so entirely at your own risk, and section 22 applies.

7. Padma and other AI features: important limitations

7.1 Padma and other AI Features use machine learning, including large language models supplied by third-party providers under contract. Their outputs are generated probabilistically. They can be inaccurate, incomplete, out of date, biased, inconsistent between runs, or stated with more confidence than the evidence supports. They can describe genes, cell types, pathways, mechanisms, statistics, references or citations that are wrong or do not exist, and they can misread a study design, a sample sheet or a figure.

7.2 We design the Services to reduce these risks, for example by computing numbers with deterministic, versioned pipelines, checking claims against result tables, freezing analysis plans before they run, recording runs and, where a Service includes it, review by a BioMedsAI scientist. These safeguards reduce errors; they do not eliminate them, and we do not promise that any safeguard will work in every case. A reproducible run shows that a computation can be repeated; it does not show that a result is biologically true, generalisable or clinically meaningful.

7.3 You are responsible for: (a) checking the study design, parameters and plan before you start a run; (b) independently reviewing and verifying every Output, including every number, claim, citation and interpretation, before you rely on it, share it, publish it, file it or act on it; (c) applying your own scientific, statistical and professional judgement; and (d) deciding whether an Output is fit for your purpose.

7.4 Where a BioMedsAI scientist or a Specialist reviews or signs an interpretation, that review is a professional check made with the information and time available. It reduces but does not remove the possibility of error, and it is not peer review, an independent evaluation, or a guarantee.

7.5 Outputs may be similar or identical to outputs generated for other users. You obtain no exclusive right in any Output that is generic, public or generated for others.

7.6 AI Features may be changed, retrained, replaced or withdrawn, and the same input may give a different Output at a different time. Where a Service provides a run record, it records the model, pipeline and engine versions used.

7.7 Features labelled alpha, beta, preview, early access, evaluation, exploratory, trial or in development (including the exploratory method library, literature briefs and Virtual Cells) are experimental and may contain more errors. Predictions from in-silico and virtual-cell models are hypotheses for experimental testing, not evidence of efficacy or safety.

7.8 You must not present any Output as produced without AI, or as having been independently checked, approved or endorsed by BioMedsAI.

8. Specialists and partner laboratories

8.1 Specialists. Subject-matter specialists offered through the Services may be BioMedsAI personnel or independent professionals ("Specialists"). Independent Specialists are not our employees or agents; they give their own professional opinions for research use and do not provide medical advice. Unless a Written Agreement names BioMedsAI as the provider of a consultation, the Specialist alone is responsible for the advice they give. We take reasonable care in admitting Specialists but do not guarantee any Specialist's qualifications, availability or advice.

8.2 Scope first. A consultation, scientist-led analysis or end-to-end package starts only after its scope, deliverables, timeline and fees are agreed in writing. Work outside the agreed scope needs a written change order.

8.3 Non-circumvention. For 12 months after you are first introduced to an independent Specialist through the Services, you will not engage that Specialist for paid services of the kind offered through the Services except through the Services or with our written consent. This does not restrict collaborations that existed before the introduction.

8.4 Partner laboratories. BioMedsAI operates no wet laboratory and generates no sequencing data itself. Sequencing and laboratory experiments are arranged with qualified third-party laboratories that work under their own accreditations, terms and quality systems ("Partner Laboratories"). We select Partner Laboratories with reasonable care but do not control their methods or premises, and we are not responsible for their acts or omissions beyond helping you pursue a remedy from them.

8.5 Samples. You are solely responsible for obtaining all consents, ethics and institutional approvals and material-transfer agreements for your samples; for packaging, labelling and shipping them as the law requires (including the rules for biological substances, dry ice and dangerous goods); for any import, export or transfer permits; and for accurate documentation. Samples may be consumed, altered or destroyed in testing. Risk of loss of, or damage to, samples rests with you, the Partner Laboratory and the carrier, not with BioMedsAI; our responsibility is limited to arranging a repeat where the Partner Laboratory accepts one, and section 21 applies. We are not liable for failed assays, sample degradation, low data quality or delays caused by Partner Laboratories, carriers or customs.

9. Your data

9.1 As between you and us, you own your Customer Data.

9.2 You grant BioMedsAI and its service providers a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, analyse and display Customer Data only as needed to provide, secure, support and maintain the Services for you, to comply with law, and to enforce these Terms.

9.3 We do not use Customer Data, or Outputs generated from it, to train or fine-tune any AI model, and our model providers process it under terms that prohibit training on it. We do not build features for other customers from your Customer Data.

9.4 We may collect and use technical and usage information about the Services, such as logs, performance metrics, error reports, feature usage and run metadata that does not contain the content of Customer Data, to operate, secure and improve the Services, and may publish aggregated statistics that do not identify you, any individual or any Customer Data.

9.5 You are responsible for the accuracy, quality, integrity and lawfulness of Customer Data and of the sample sheet and metadata you provide, and for keeping your own copies. The Services are not a backup service or a repository of record.

9.6 We may automatically scan Customer Data and activity for protected health information, malicious code, security threats and breaches of these Terms, and may quarantine, block or delete material that appears to breach them. Staff access to Customer Data is limited to people with a role on your account and is logged.

9.7 We may disclose Customer Data if required by law, subpoena or court order. Where lawful, we will tell you first so that you can seek protection.

10. Protected health information and human data

10.1 You must not upload protected health information ("PHI") or any information that identifies an individual or could reasonably be used to identify one. Before upload, you must de-identify human data as the law requires and remove names, addresses, dates directly related to an individual (other than year), contact details, record, account, device and biometric identifiers, full-face images, and any key that links study codes to individuals.

10.2 BioMedsAI is not a covered entity or business associate under HIPAA for the Services and will not sign a business associate agreement except in a signed Written Agreement. The Services are not designed to hold PHI. If PHI is uploaded, we may delete it without prior notice to protect the individuals concerned and will tell you afterwards; you remain responsible for any breach notification and other obligations that result.

10.3 For all human-derived Customer Data, you confirm that: (a) it was collected with every consent, ethics approval and authorisation required for this use; (b) your consents, data use agreements, data use certifications, licences, sponsor contracts and institutional policies allow you to transfer it to BioMedsAI and to have it processed on cloud infrastructure in the United States by BioMedsAI and its service providers; (c) for controlled-access data (for example from dbGaP, EGA, JGA or UK Biobank), you are an approved user, your approval covers this processing, and you will follow the data provider's security requirements; and (d) your use complies with every law on genetic, health, biometric and personal data that applies to you.

10.4 Genetic and genomic data can identify people even without names. You must not use the Services to re-identify, or attempt to re-identify, any individual or family, or to link data to identified individuals.

10.5 If Customer Data includes personal data of individuals in the European Economic Area, the United Kingdom or Switzerland, or other personal data under a law that requires a data-processing agreement, you must tell us before uploading it so that we can agree a data-processing addendum, and you must not upload it until one is signed. Pseudonymised data, including coded genomic data, can still be personal data under those laws.

10.6 Tell us promptly at communications@biomedsai.com if you find that Customer Data contains PHI or identifiable data.

11. Acceptable use

11.1 You will not, and will not allow anyone else to:

• use the Services in breach of law or of anyone's rights, or upload data you have no right to share, including data restricted by a sponsor, employer, data provider or embargo;
• use the Services to design, develop, produce, enhance, acquire or deploy biological, chemical, radiological or nuclear weapons; to increase the transmissibility, virulence, host range, immune evasion or drug resistance of a pathogen or toxin; to work with select agents or toxins outside a lawful, approved programme; or to evade nucleic-acid synthesis screening or other biosecurity controls;
• use Outputs for forensic or law-enforcement identification, paternity or kinship testing, or decisions about an individual's employment, insurance, credit, housing, immigration or access to services;
• probe or jailbreak the Services, or try to extract, reconstruct or disclose system prompts, configurations, model weights, model identities, pipelines, templates, critic rules or other non-public parts of the Services;
• embed instructions in files, metadata or text that are meant to manipulate an AI Feature (prompt injection), or otherwise try to make it act outside its intended scope;
• reverse engineer, decompile or disassemble the Services, except where the law expressly permits it despite this restriction;
• access or try to access another user's account, project or data; scan or test the Services for vulnerabilities without our written permission; get around authentication, rate limits, quotas, trial limits or security controls; or upload malware or other harmful code;
• create more than one trial account, register under a false identity or another person's details, use disposable email addresses, share sign-in credentials, use trial or promotional Allowances for any purpose other than the one for which they were given, or otherwise configure your use to avoid an Allowance (sections 5.7 to 5.12);
• use bots, scrapers or other automated means to access the Services, except interfaces we provide for that purpose;
• resell, sublicense, rent or time-share the Services, provide them to third parties, or use them as a service bureau, except as a Written Agreement allows;
• use the Services or Outputs to build, train, benchmark or improve a competing product or model, or publish performance or benchmark results of the Services without our prior written consent;
• interfere with the Services or place an unreasonable load on them or their infrastructure; or
• misrepresent your identity or affiliation, or the source, nature or reliability of any Output.

11.2 If you find a security vulnerability, report it to communications@biomedsai.com with "Security" in the subject line, and do not access, change or keep other people's data. We will not bring a claim against you for good-faith security research that follows this section and does not harm users or the Services.

11.3 We may investigate suspected breaches, preserve relevant information, and report activity that may be unlawful or may pose a biosecurity or safety risk to the appropriate authorities. Despite the retention periods in section 16.4, we may keep the content and records connected with suspected unlawful, biosecurity-related or abusive use for as long as reasonably needed to investigate, comply with law or prevent harm.

12. Outputs, publication and how you describe our work

12.1 Subject to these Terms and to payment of the applicable fees, as between you and us you own the Outputs generated from your Customer Data, and we assign to you any rights we have in them, except BioMedsAI Materials embedded in them, which we license to you under section 13.3.

12.2 Outputs may include or rely on public data, reference genomes, gene sets, pathway databases, annotations, literature and software under third-party licences, some of which restrict commercial use. You are responsible for complying with those licences.

12.3 You decide whether and where to publish. If you publish, present, file or submit work that relies on Outputs, you remain responsible for its scientific content, for authorship decisions, for disclosing the use of AI-assisted analysis as the journal, funder, institution or regulator requires, and for keeping accurate the methods and AI statement we supply. AI Features cannot be authors, and BioMedsAI personnel are named as authors only where a Written Agreement provides for it and authorship criteria are met. We do not guarantee acceptance for publication, funding, regulatory acceptance, patentability or freedom to operate.

12.4 We report results as the data show them, including negative results, null results, abstentions and limitations, and we will not change a finding to suit a preferred outcome. A correction is issued as a new, separately recorded version that refers to the original.

12.5 You may say that an analysis was performed with Padma or by BioMedsAI. You may not say or imply that BioMedsAI has independently evaluated, endorsed, approved or vouched for your work, product or data, or that an Output is a clinical or regulatory result. Trust Layer evaluation reports may be quoted only accurately, in context and with their stated limitations. You may not use our name, logos or trademarks in advertising without our written consent.

12.6 BioMedsAI claims no ownership of inventions you conceive using Outputs. Where BioMedsAI personnel may contribute to an invention, ownership and inventorship are dealt with in a Written Agreement; without one, the law applies. You are responsible for inventorship determinations, and AI Features are not inventors.

13. Our intellectual property

13.1 BioMedsAI and its licensors own the Services and everything in them other than Customer Data and the Outputs described in section 12.1, including Padma, its software, models, prompts, pipelines, templates, engines, critic rules, label maps, reference resources, the biobank, documentation, website content and all improvements ("BioMedsAI Materials"). No rights are granted except those stated in these Terms.

13.2 Subject to these Terms and any plan limits, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during your trial or plan for your internal research purposes.

13.3 We grant you a perpetual, non-exclusive, royalty-free licence to use the BioMedsAI Materials embedded in Outputs, as part of those Outputs, for research, publication and internal business purposes. Education materials, code and notebooks delivered to you may be used within your organisation under the same licence unless they are released under an open licence, which then governs.

13.4 Parts of the Services include open-source components under their own licences; those licences govern those components, and nothing in these Terms limits the rights they grant.

13.5 If you give us suggestions or feedback, we may use them without restriction or payment. Feedback does not include Customer Data.

13.6 If you believe material in the Services infringes your copyright, send a notice to communications@biomedsai.com with "Copyright notice" in the subject line, containing the information required by 17 U.S.C. § 512(c)(3). We may remove the material and close the accounts of repeat infringers.

14. Fees, payment and refunds

14.1 Trials and access codes are free and limited as described when you receive them. Access codes and discount codes (together, "promotion codes") have no cash value, are personal and non-transferable, may be used only by the accounts, as many times and within the dates stated, cannot be combined unless stated, and may be withdrawn if misused. When an access code ends, your account returns to its previous plan. A discount code reduces the price shown at checkout for the packages and periods stated; when that period ends, the full price applies.

14.2 Paid Services are charged as set out in the Written Agreement, quote, order form or checkout page that applies. Unless stated otherwise, fees are in US dollars, exclude taxes, and are payable within 30 days of invoice; deposits are due before work starts. Self-serve packages bought in the workspace are paid in advance at checkout. Pay as you go is charged to your card on file under sections 14.14 to 14.17.

14.3 Fees are for the work performed, not for any particular result. Fees are not refundable because results are negative, unwelcome, not statistically significant or not publishable, because they differ from what you expected, or because the data you supplied were of low quality.

14.4 Unless a Written Agreement or the law provides otherwise, fees are non-refundable once the relevant work, run, plan period or Partner Laboratory work has started. Laboratory costs are passed through as charged by the Partner Laboratory.

14.5 You are responsible for all taxes on the Services other than taxes on our net income. Overdue amounts bear interest at 1.5% per month, or the maximum lawful rate if lower, and we may suspend Services for amounts more than 15 days overdue after notice. You will reimburse our reasonable costs of collection.

14.6 If you dispute a charge, tell us within 30 days of the invoice or charge date. You will not start a payment chargeback without first giving us 30 days to resolve the dispute.

14.7 We may change prices for future periods and new orders with notice; changes do not affect a signed Written Agreement or a period already paid for.

14.8 Self-serve packages. Packages you buy in the workspace are paid through our payment processor, Stripe, Inc., by card, US bank account (ACH) or another method shown at checkout. Before you pay, the checkout shows the package, the price, the billing period, any discount and any sales tax. We collect sales tax where we are required to. We never receive your full card or bank account number.

14.9 Automatic renewal. A monthly or yearly subscription renews automatically at the end of each billing period for another period of the same length, at the price then in effect, and you authorise us, through Stripe, to charge your payment method on file for each renewal until you cancel. Price changes are notified under section 14.7, and for yearly subscriptions we email a reminder before each renewal. You can cancel at any time online in the workspace under Account → Manage billing; cancelling stops the next renewal, and your package stays open until the end of the period already paid for. One-time packages do not renew.

14.10 Bank payments. A payment from a US bank account takes several business days to clear. So that you can start at once, we open your package when the payment is initiated. If your bank declines or returns that payment, we close the package, return your account to the plan it had before and email you; you may pay again to reopen it. If a renewal payment fails, Stripe retries it, and the subscription may be paused or ended if the payment is not made.

Free Day and Pay as you go

14.11 Eastern Time. Every time in these Terms, in the workspace and in our emails about your account, including when a Free Day or a Day starts and ends, is Eastern Time, the time in New York (EST, or EDT while daylight saving time applies). Every period is counted from its starting time in Eastern Time, not from midnight and not from your local time.

14.12 Card on file. Before you open a project or use a sample dataset in the workspace, you must add a valid payment card through Stripe. To check the card, Stripe may place a temporary authorisation on it, which your bank releases. We do not charge the card for your Free Day.

14.13 Free Day. An account registered with a verified institutional or company email address receives one free day (the "Free Day"). It starts at the moment you first open a project or use a sample dataset and lasts 24 hours from that starting time. For example, a Free Day that starts at 2:37 p.m. Eastern Time on a Monday ends at 2:37 p.m. Eastern Time on Tuesday. Unused time does not carry over, and the Free Day is limited to one per person and one per organisation (section 5.10). During the Free Day you may analyse your own data as well as the sample datasets we provide. If you need a dataset or an analysis that is not yet in the workspace, ask Padma or write to us, and we will add it where we can. The Free Day's Allowances are shown in the workspace (section 5.7).

14.14 Pay as you go. When your Free Day ends, your account moves to Pay as you go unless a package is open on it. When a package ends and you have not bought another, your account also returns to Pay as you go. On Pay as you go, we charge the daily rate shown on the Subscribe page in the workspace (US$199.60 per Day at the date of these Terms, plus any sales tax) for every Day in which there is any Activity on your account. A "Day" is 24 hours from its starting time, in Eastern Time:

• (a) if Activity continues past the end of your Free Day, a package or a Day already charged, for example because an analysis is still running, the next Day starts at that end time;
• (b) otherwise, a Day starts at the moment of your next Activity.

Activity in a Day for any length of time, even one second, is charged as a full Day. A Day is not divided, pro-rated or refunded (section 14.4). About 5 minutes before your Free Day, a package or a Day ends, we tell you in the workspace, and also by email if an analysis is still running. A Day is charged whenever there is Activity in it, whether or not you saw that notice.

14.15 Weekly and monthly limits. Your Pay-as-you-go charges in any Week never add up to more than the price of the Week package shown on the Subscribe page (US$1,000 at the date of these Terms, plus any sales tax). A "Week" is 7 × 24 hours from the starting time of the first charged Day that is not already in a Week, in Eastern Time, and each Day belongs to the Week in which it starts. Once your charges in a Week reach the Week package price, we charge only the difference needed to reach it, and later Days in that Week are not charged. For example, at the prices at the date of these Terms, five Days in a Week cost US$998, a sixth Day in the same Week costs US$2, and a seventh costs nothing. The next Week starts with the first charged Day after that Week ends.

Your Pay-as-you-go charges in any Month also never add up to more than the price of the monthly package shown on the Subscribe page (US$2,800 at the date of these Terms, plus any sales tax). A "Month" is four weeks, 28 × 24 hours from the starting time of the first charged Day, or the opening of a Week package you buy, that is not already in a Month, in Eastern Time. Each Day or Week package belongs to the Month in which it starts or opens. When your charges in a Month reach the price of two Week packages, we tell you in the workspace and by email how much the rest of that Month can cost at most. For example, at the prices at the date of these Terms, if the first two weeks of a Month cost US$2,000, the next two weeks cost no more than US$800. Whichever limit is reached first applies, and once your charges in a Month reach the monthly package price, later Days in that Month are not charged.

From Week packages to the monthly package. Week packages you buy are not counted towards these limits. Instead, if you buy one or more Week packages in a Month, we offer you the monthly package for the rest of that Month for the difference between the monthly package price and what you have already paid in that Month for Week packages and Pay-as-you-go Days. For example, at the prices at the date of these Terms, after two Week packages (US$2,000) the rest of that Month costs US$800. We make this offer in the workspace and by email, and you accept it by paying on the website. A monthly package bought this way lasts until the end of that Month and does not renew; to continue after it, buy a package.

14.16 Activity. "Activity" means an analysis on your account that has started and not finished (including while it waits in the queue), starting an analysis, uploading, importing or editing data, using a sample dataset, or a conversation with Padma. Activity does not include signing in, viewing or downloading files and Outputs already in your workspace, managing your account or payment details, buying a package, or contacting us.

14.17 Your authorisation. By adding a card, you authorise us, through Stripe, to charge it for each Pay-as-you-go Day when that Day starts, within the weekly and monthly limits in section 14.15, without asking you each time, until Pay as you go ends under section 14.19. Stripe emails a receipt and an invoice for each charge, including any sales tax. The workspace shows when your current Free Day, package or Day started and when it ends, in Eastern Time.

14.18 If a charge fails. If a charge is declined or your bank asks you to approve it, we email you and may pause new Activity, and stop analyses that have not finished, until the payment is made. Files and Outputs already in your workspace stay available to view and download. Days already started remain payable (section 14.5).

14.19 Ending Pay as you go. Pay as you go ends when you buy a package, which applies from the moment it opens, or when you turn Pay as you go off in the workspace under Account → Manage billing. A Day already started is not refunded. After you turn it off, no further Days are charged, an analysis still running is stopped when the Day already charged ends, your workspace stays open for you to view and download your files and Outputs, and new Activity needs a package.

15. Confidentiality

15.1 We treat Customer Data and non-public Outputs as confidential and use and disclose them only as these Terms and our Privacy Policy permit.

15.2 You will treat as confidential the non-public information about the Services that we share or that you can access, including system behaviour, prompts, pipeline internals, security information, pricing and the terms of any Written Agreement, and will use it only to use the Services.

15.3 Confidential information does not include information that is or becomes public without breach of these Terms, was already lawfully known to the recipient, is independently developed, or is lawfully received from a third party without restriction. Disclosure required by law is permitted after notice where lawful. A signed non-disclosure agreement between us prevails over this section.

16. Privacy, security and retention

16.1 Our Privacy Policy explains how we handle personal information.

16.2 We maintain reasonable administrative, technical and physical safeguards designed to protect Customer Data, including encryption in transit and at rest, per-project access controls and logging. No system is completely secure, and we do not guarantee that unauthorised access will never occur. We will notify you without undue delay after we confirm a security incident affecting your Customer Data.

16.3 Customer Data is processed and stored in the United States.

16.4 Project files are kept for the life of the engagement and deleted 90 days after a project is closed or a trial ends, unless a Written Agreement says otherwise, as described in our Privacy Policy. Download any Outputs you need before then; deleted data cannot be recovered. We may delete PHI, unlawful material or malicious files sooner. Residual copies in encrypted backups are overwritten in the normal backup cycle.

17. Third-party services and data

17.1 The Services rely on third-party providers, including cloud hosting, identity, storage, compute, email and AI model providers. We are responsible for our choice of them as described in these Terms, but not for outages or changes on their side that are beyond our reasonable control. Our Privacy Policy lists the processors we use. We remain responsible for our processors' performance of our obligations under these Terms, subject to section 21. Customer Data sent to an AI model provider is processed under our contract with that provider, which prohibits training on it.

17.2 Public and controlled-access datasets, reference resources and literature available through the Services come from third parties under their own terms, which you must follow. Access to controlled-access cohorts in the biobank may require your own approval from the data provider. We do not warrant the accuracy or completeness of third-party data.

17.3 Third-party services you choose to connect or use are governed by those third parties' terms.

18. Export controls, sanctions and data-security rules

18.1 You will comply with all applicable export-control, sanctions and import laws, including the U.S. Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control.

18.2 You will not use the Services to transfer, or give access to, Customer Data or Outputs in a way that would cause you or BioMedsAI to breach the U.S. Department of Justice rule on access to Americans' bulk sensitive personal data and government-related data (28 C.F.R. Part 202), including transfers of human 'omic data to countries of concern or covered persons.

18.3 To meet these obligations we may review, delay, limit or refuse accounts, uploads and requests, including by asking for information about your organisation and location.

19. Suspension and termination

19.1 We may suspend an account that breaches these terms, applicable law, or export-control and sanctions obligations, or whose use presents a security, legal, biosecurity or safety risk to us, other users or third parties, or that has overdue fees. Where practical and lawful, we will tell you why and how to resolve it, limit the suspension to the user, project or feature concerned rather than the whole organisation, and restore access promptly once the issue is resolved.

19.2 You may stop using the Services and close your account at any time. Closing your account does not cancel fees already owed or committed under a Written Agreement.

19.3 We may terminate these Terms or your account (a) immediately for a material breach, including any breach of section 6, 10, 11, 12.5 or 18; or (b) for any other reason on 30 days' notice, in which case we refund prepaid fees for Services not yet provided.

19.4 On termination your right to use the Services ends and accrued fees remain payable. For 30 days after termination you may download your Customer Data and Outputs, unless we terminated for a breach of section 10, 11 or 18 or the law prevents it; Customer Data is then deleted under section 16.4. Every provision that by its nature should survive termination survives, including sections 3, 6, 7, 9.7, 10, 12, 13, 14, 15 and 20 to 25.

20. DISCLAIMER OF WARRANTIES

20.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, THE WEBSITE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. BIOMEDSAI AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

20.2 IN PARTICULAR, WE DO NOT WARRANT THAT ANY OUTPUT IS ACCURATE, COMPLETE, RELIABLE, SCIENTIFICALLY VALID, REPRODUCIBLE IN THE LABORATORY, OR FREE OF ERRORS OR HALLUCINATIONS; THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT DATA WILL NOT BE LOST OR CORRUPTED; OR THAT USING THE SERVICES WILL LEAD TO ANY DISCOVERY, PUBLICATION, GRANT, PATENT, REGULATORY ACCEPTANCE OR COMMERCIAL RESULT.

20.3 A warranty expressly stated in a Written Agreement is the only warranty we give for the Services it covers. Where the law does not allow a warranty to be excluded, it is limited to the shortest period and narrowest scope the law allows.

21. LIMITATION OF LIABILITY

21.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BIOMEDSAI NOR ITS AFFILIATES, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, GRANTS OR FUNDING, ANTICIPATED SAVINGS, DATA, SAMPLES OR REAGENTS; FOR THE COST OF REPEATED OR FAILED EXPERIMENTS, RESEARCH DELAYS OR SUBSTITUTE SERVICES; OR FOR LOSSES FROM THE PUBLICATION, CORRECTION OR RETRACTION OF WORK OR FROM ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON OUTPUTS; HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

21.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIOMEDSAI'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES, THE OUTPUTS OR THESE TERMS IS LIMITED, IN AGGREGATE, TO THE GREATER OF (A) THE FEES YOU PAID TO BIOMEDSAI FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, EXCLUDING AMOUNTS PASSED THROUGH TO PARTNER LABORATORIES, AND (B) US$100.

21.3 These limits apply even if a remedy fails of its essential purpose. They are an essential basis of the bargain, and our prices reflect them. They do not limit liability that the law does not allow to be limited, such as liability for fraud, for death or personal injury caused by negligence, or, where the law requires, for gross negligence or wilful misconduct. They do not limit your payment obligations or your obligations under sections 11, 15 and 22.

21.4 Any claim against BioMedsAI must be brought within one year after it arises, or it is permanently barred, unless the law requires a longer period.

22. Your indemnity

22.1 You will defend, indemnify and hold harmless BioMedsAI and its affiliates, officers, directors, employees and agents from and against all claims, demands, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, including any claim that it was collected, transferred or processed without a required consent, authority or approval, or that it contains PHI or identifiable data; (b) any clinical, diagnostic or patient-related use of Outputs, or any other use of Outputs contrary to these Terms; (c) your breach of these Terms, a Written Agreement or the law; (d) your publications, products, filings or decisions that rely on Outputs; (e) samples you supply or ship; and (f) your dealings with Specialists or Partner Laboratories outside what BioMedsAI agreed to provide.

22.2 We will notify you promptly of a claim (a delay relieves you only to the extent it prejudices you), let you control the defence with counsel reasonably acceptable to us, and cooperate at your cost. You may not settle a claim in a way that imposes any obligation or admission on us without our written consent. We may take part with our own counsel at our own cost.

23. Disputes: arbitration, class-action waiver and jury waiver

23.1 These terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules, and section 23 is also governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods and any version of the Uniform Computer Information Transactions Act do not apply.

23.2 Before starting any proceeding, a party must send the other a written notice of the dispute (to us at communications@biomedsai.com with "Legal notice" in the subject line), and the parties will try in good faith to resolve it for 30 days.

23.3 Any dispute, claim or controversy arising out of or relating to these Terms, the Services or the Outputs, including their formation, interpretation, breach, termination, enforceability or arbitrability, will be finally resolved by confidential, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in New York, New York, and conducted in English. Judgment on the award may be entered in any court with jurisdiction. Each party bears its own costs and attorneys' fees, except as the arbitrator awards under applicable law or these Terms.

23.4 Either party may (a) bring an individual claim in small-claims court within that court's limits, (b) seek temporary or preliminary injunctive relief in court to protect intellectual property, confidential information or the security of the Services, or to stop a breach of section 11, pending arbitration, and (c) sue in court to collect undisputed fees.

23.5 Claims may be brought only individually, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or award relief to anyone other than the individual party. If this section 23.5 is found unenforceable for a claim, that claim alone must be brought in court under section 23.6, and section 23.3 does not apply to it.

23.6 For any matter that is not arbitrated, the parties submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

23.7 If you are a government body or public institution that the law prohibits from agreeing to arbitration, a particular governing law or venue, an indemnity, or a limitation of liability, the affected provision applies only to the extent your law permits, and the rest of these Terms continues to apply.

24. Changes to the Services and these Terms

24.1 We may change, add or remove features of the Services. We will not materially reduce the core functionality of a paid Service during a period already paid for, except where needed for security, legal compliance or third-party changes beyond our control; in that case you may terminate the affected Service and receive a pro-rata refund of prepaid fees for the remaining period.

24.2 We may update these Terms. We will post the new version on this page with its effective date and, for material changes, notify account holders by email or in the workspace at least 30 days before the change takes effect for existing accounts, unless the change is required by law or addresses a security or safety risk, in which case it may take effect sooner. If you keep using the Services after the effective date, you accept the change; if you do not agree, stop using the Services and close your account before then. Changes do not apply to disputes that arose before their effective date and do not change a signed Written Agreement unless it says so.

24.3 We may ask you to accept updated Terms in the workspace before you continue to use it.

25. General

25.1 BioMedsAI is a Delaware public benefit corporation. Its public benefit purpose guides how it is run; it does not create duties to you, rights for third parties, or obligations beyond these Terms and any Written Agreement.

25.2 Neither party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control, including outages or changes of cloud, compute, network or AI-model providers; failures of Partner Laboratories, carriers or customs; natural disasters; epidemics; war; terrorism; cyberattacks; labour disputes; and acts of government.

25.3 You may not assign or transfer these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganisation or sale of assets, or to an affiliate. Any prohibited assignment is void.

25.4 We may send notices to the email address on your account, in the workspace or on this page. You agree to receive communications electronically and agree that they satisfy any legal requirement for writing. Legal notices to us must be sent to communications@biomedsai.com with "Legal notice" in the subject line. Service of process may be made on our registered agent, Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware 19808, USA.

25.5 The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship.

25.6 There are no third-party beneficiaries of these Terms, except that the persons protected by sections 21 and 22 may rely on them.

25.7 If any provision is held unenforceable, it is enforced to the maximum extent permissible and the rest of these Terms remains in effect. A failure to enforce a provision is not a waiver of it.

25.8 The Services are commercial computer software and commercial computer software documentation, provided to U.S. government users under these Terms, as provided in FAR 12.212 and DFARS 227.7202, with only the rights stated here.

25.9 "Including" means "including without limitation". Headings and the short version are for convenience only. These Terms are written in English; any translation is for convenience, and the English version governs. No provision will be construed against a party because that party drafted it.

25.10 We will not name you as a customer or describe your project publicly without your consent. You may not use our name or marks except as section 12.5 allows.

26. Contact

Questions about these Terms: communications@biomedsai.com, or the form at biomedsai.com/contact. BioMedsAI, Inc. is a Delaware public benefit corporation registered to do business in New York.