Last updated: October 2nd, 2025

PLEASE READ THESE TERMS CAREFULLY.

WELCOME. LGND AI, INC. (“COMPANY”) OFFERS A PLATFORM THAT GENERATES AND HOSTS EMBEDDINGS (DEFINED BELOW), TRAINS AND HOSTS MODELS FOR INFERENCE, AND PROVIDES RELATED PROCESSING PIPELINES AND MANAGED ONLINE STORAGE FOR DELIVERING EMBEDDINGS AND ANALYTICS (THE “SERVICES”). THESE TERMS OF SERVICE (“TERMS”) FORM A BINDING LEGAL AGREEMENT BETWEEN YOU AND COMPANY AND GOVERN YOUR ACCESS TO AND USE OF THE SERVICES. 

WE’VE DESIGNED THESE TERMS TO BE AS CLEAR AND ACCESSIBLE AS POSSIBLE. THAT SAID, CERTAIN SECTIONS CONTAIN LEGAL LANGUAGE REQUIRED TO ENSURE BOTH PARTIES ARE PROPERLY PROTECTED. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. WE MAY UPDATE THEM PERIODICALLY, AND CONTINUED USE CONSTITUTES ACCEPTANCE OF ANY MODIFICATIONS.

1. DEFINITIONS

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to these Terms. "Control" means the direct or indirect ownership of more than 50% of the voting interests of the applicable entity.

“Beta Access” means early or experimental access to features or functionality of the Services that are under active development and made available by Company for testing or evaluation purposes.

"Confidential Information" means all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential under the circumstances. Confidential Information includes product roadmaps, business plans, technology and security specifications, financial data, and these Terms. Confidential Information does not include information that (i) is or becomes generally available to the public through no fault of the Receiving Party, (ii) was lawfully known to the Receiving Party before disclosure, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Subject to the foregoing, User Data is deemed Confidential Information of the End User.

“Embedding” means a numerical representation of data such as text, imagery, or geographic information, generated by an artificial intelligence model to capture key features, patterns, or relationships in a compact vector format. Embeddings enable comparison, clustering, retrieval, and analysis of data based on similarity of meaning or structure rather than raw form.

“End User” means Customer employees and service providers who need to access the Service and/or Embeddings for Customer’s internal business operations and who are provided with Service account logins by Company.

"Feedback" means any suggestions, ideas, improvements, or recommendations provided by you relating to Company or its functionality.

“Order” means the Company-approved form or subscription process by which you agree to purchase the Services.

"Privacy Policy" means the Company Privacy Policy, available at lgnd.ai/privacy-policy, as updated by us from time to time.

"Company", "we", "us", or "our" means LGND AI, Inc.

“Term” means the subscription term on the applicable Order.

“Trial Account” means temporary, no-cost or discounted access to the Services provided by Company for evaluation and testing purposes only.

"User Data" means all data, information, or content that you or your End Users submit, upload, or collect via the Services or make available to us in the course of the Services, excluding any Usage Data collected by Company regarding access to or use of the Services.

“User-Generated Dataset” means any dataset created by you or your End Users through the Services using Embeddings, consisting of compilations, arrangements, or derivative works of such Embeddings. For clarity, a User-Generated Dataset is derived from Embeddings, but the Embeddings remain separate and are not included within, or transferred as part of, the User-Generated Dataset.

"You," "your," or "Customer" means the individual or entity using the Services.

2. USE OF SERVICES

2.1 Eligibility. To use the Services, you must be at least eighteen (18) years of age and have the legal capacity to enter into these Terms.

2.2 Access. Subject to these Terms, Company grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services and Embeddings therein solely in accordance with their intended purpose and your internal business operations for the duration of the Term. You are responsible for ensuring that all access and use of the Services by you or your authorized users complies with these Terms.

2.3 Third-Party Integrations and API Access. If you access the Services via an integration or API through a third-party platform, your use must comply with any access limitations, authentication requirements, and functional scope set by us. You may not resell, re-expose, or provide programmatic access to Company to any third party except as we expressly permit in writing. Any such unauthorized use constitutes a material breach of these Terms.

2.4 Restrictions. You agree not to, and will not permit others to: (a) copy, modify, adapt, or create derivative works based on the Services or Embeddings, except as expressly permitted under these Terms (for example, creation of User-Generated Datasets); (b) rent, lease, distribute, sell, sublicense, assign, or otherwise provide unauthorized access to the Services, Embeddings, or User-Generated Datasets to any third party; (c) use the Services, Embeddings, or User-Generated Datasets on behalf of, or for the benefit of, any third party except as expressly permitted by Company; (d) incorporate the Services or Embeddings into any other software, product, or service offering; (e) interfere with or circumvent any security, performance, or usage-limiting features of the Services; (f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or logic of the Services, except as expressly permitted by applicable law, and only upon prior written notice to Company; (g) remove, obscure, or alter any proprietary notices, disclaimers, or branding appearing in the Services, Embeddings, or User-Generated Datasets; (h) use the Services, Embeddings, or User-Generated Datasets for competitive analysis or to develop a competing product or service; or (i) encourage or assist any third party in engaging in any of the foregoing activities.

2.5 Trial Accounts. Company may, in its sole discretion, provide you with a Trial Account. Trial Accounts are time-limited as communicated to you in writing and may include reduced features or functionality. Use of the Services under a Trial Account is solely for your internal evaluation and testing and may not be extended or transferred. THE SERVICES PROVIDED UNDER A TRIAL ACCOUNT ARE OFFERED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND NO SERVICE LEVELS, SUPPORT OBLIGATIONS, OR AVAILABILITY COMMITMENTS APPLY. Company may suspend or terminate a Trial Account at any time, with or without notice. Unless converted to a paid subscription prior to expiration, your access will automatically terminate, and Company may delete any User Data associated with the Trial Account in accordance with its data retention practices.

2.6 Beta Access. Company may, in its sole discretion, provide you with Beta Access. Beta Access is provided solely for testing, feedback, or evaluation purposes, may be modified or discontinued at any time, and may include reduced reliability or functionality. BETA ACCESS IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, AND NO SERVICE LEVELS, SUPPORT OBLIGATIONS, OR AVAILABILITY COMMITMENTS APPLY.

3. FEES AND PAYMENT TERMS

3.1 Online Subscriptions. If you subscribe directly through the Services, fees are due at the time of purchase using an accepted payment method. Subscriptions automatically renew unless canceled in accordance with these Terms, and renewal fees will be charged to your designated payment method at the start of each billing period. Upgrades will be billed on a prorated basis for the remainder of the current period and charged immediately. Downgrades, if permitted, will take effect at the start of the next billing period unless we agree otherwise in writing.

3.2 Enterprise Orders. If you purchase under an executed Order, Company will invoice you for the applicable fees, and payment is due within thirty (30) days of the invoice date unless otherwise specified in the Order.

3.3 Price Adjustments. We may adjust pricing or fees for renewal terms by providing prior notice. Any overdue amounts will accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, from the due date until paid. You agree to reimburse any costs of collection (including reasonable attorneys’ fees).

3.4 Authorized Payment Methods. You may use any payment method accepted by Company as listed on our website. We will collect your payment information in order to carry out collection of fees. We will collect for the duration of the Term and any subsequent renewal terms, as specified in the applicable Order. We may utilize third party payment processors to process payments of fees on our behalf. We do not guarantee the availability of any specific method at any given time and may add, suspend, or remove payment methods at our discretion.

3.5 Payment Representations. You represent and warrant that: (i) the payment information you provide is accurate and complete; (ii) you are authorized to use the selected payment method; (iii) all charges will be honored by your payment provider; and (iv) you will pay all fees and applicable taxes. You agree to keep your information up to date.

4. TERM AND TERMINATION

4.1 Term and Renewal. Your subscription Term will be specified in the applicable Order. Unless otherwise stated in the Order, subscriptions are billed on a monthly basis and will automatically renew for successive one-month periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term. Customers may elect an annual subscription commitment, in which case billing will occur annually in advance at discounted rates as set forth in the Order, and such subscriptions will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

4.2 Termination for Cause. Either party may terminate these Terms for cause: (i) with thirty (30) days’ written notice if the other party materially breaches these Terms and fails to cure the breach within that period, provided the breach is not cured to the other party’s reasonable satisfaction within such 30-day period; or (ii) immediately, if the other party becomes subject to bankruptcy, insolvency proceedings, liquidation, or a general assignment for the benefit of creditors. We may also terminate these Terms with thirty (30) days’ notice if your actions, in our reasonable judgment, pose reputational, legal, or operational risks to Company or its users.

4.3 Suspension for Non-Payment. If any payment due remains unpaid after notice, we may restrict your access to certain features of the Services, including suspension of the ability to generate new Embeddings or perform new analyses, beginning ten (10) days after such notice. During such suspension you will continue to have access to previously generated results and to administrative portions of the Services. We will not restrict access if you are reasonably and in good faith disputing the charges and are actively cooperating to resolve the dispute.

4.4 Effect of Termination or Expiration. Upon termination or expiration of these Terms, you must cease all use of the Services. If you terminate for cause, we will refund any prepaid, unused fees for the remainder of your Term. If we terminate for cause, you must immediately pay all outstanding fees through the end of the Term. Except as expressly provided, all fees are non-refundable.

4.5 Post-Termination Obligations. Within thirty (30) days following termination or expiration, Company shall delete or destroy all copies of User Data or User-Generated Datasets in its possession, except as required by law or as reasonably necessary to demonstrate compliance with these Terms. Company reserves the right, upon reasonable prior notice and during normal business hours, to audit your compliance with the obligations in this section, including verifying that you have ceased use of the Services and deleted or destroyed any Company-owned materials in your possession.

4.6 User Deletion of Embeddings. Upon termination or expiration of these Terms, you shall immediately cease all use of the Services and Embeddings. Within thirty (30) days thereafter, you must delete and permanently destroy all Embeddings (including any copies or extracts thereof) in your possession or control, except to the extent expressly permitted in writing by Company. Upon request, you shall provide written certification of such deletion.

5. INTELLECTUAL PROPERTY

5.1 Services. As between the parties, Company retains all right, title, and interest (including all intellectual property rights) in and to the Services, including all software, models, processing pipelines, documentation, and related materials. No rights are granted to you other than those expressly set forth in these Terms.

5.2 User Data. You retain all ownership rights in and to your User Data. These Terms do not grant Company any ownership in your User Data. You hereby grant Company a limited, non-exclusive, worldwide, royalty-free license to access, use, process, and store your User Data solely as necessary to (a) provide and improve the Services; (b) ensure compliance with these Terms; and (c) develop derivative data or insights, provided such derivatives do not expose personally identifiable information. User Data will remain confidential and will never be shared with third parties. Upon account deletion, all User Data will be securely deleted from Company systems, subject to standard backup retention policies and legal requirements.

5.3 Embeddings. You may export Embeddings generated from your User Data and use them indefinitely for your internal purposes. Company retains all rights in and to its proprietary Embeddings and model-generated enhancements, which may incorporate modifications or additional logic beyond your submitted inputs. These proprietary versions of Embeddings are not exportable. Nothing in these Terms transfers any ownership in Company’s underlying models or embedding generation infrastructure.

5.4 Manual Annotations and Feedback. You acknowledge that Company retains all right, title, and interest in and to any classification models trained or improved using User Data, including any annotations or feedback submitted by you or your End Users. Company may use these models and annotations to enhance its Services and offer improved or modified models to other customers, provided that such models do not include your raw User Data or reveal your identity. Manual annotations submitted via the Services are not considered User Data for purposes of Section 5.2.

5.5 Enterprise Model Use Restrictions. For clarity, Company will not reuse, retrain, or repurpose models developed specifically for an Enterprise customer using that customer's proprietary User Data or configuration, except with that customer's prior written consent. This does not limit Company’s right to use generalized models, derivatives, or feedback aggregated from non-Enterprise sources.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. The Receiving Party agrees to: (i) protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (ii) use the Confidential Information solely as permitted under these Terms; (iii) not disclose the Confidential Information to any third party except as expressly authorized herein; and (iv) restrict access to the Confidential Information to its and its Affiliates’ employees, contractors, and agents who need access for purposes consistent with these Terms and who are bound by written confidentiality obligations no less protective than those set forth in this section.

6.2 Compelled Disclosure. If the Receiving Party is required by law, regulation, subpoena, or other legal process to disclose the Disclosing Party’s Confidential Information, it will: (i) provide prompt written notice to the Disclosing Party, unless legally prohibited from doing so, to allow the Disclosing Party an opportunity to seek a protective order or otherwise contest the disclosure; (ii) refer the request to the Disclosing Party where feasible and provide reasonable cooperation at the Disclosing Party’s expense in opposing the disclosure; and (iii) if disclosure is ultimately required, disclose only the minimum amount of Confidential Information necessary to comply with the legal obligation. In no event will the Receiving Party disclose Confidential Information to any party other than a governmental authority unless under a valid and enforceable court order issued by a court of competent jurisdiction.

7. INDEMNIFICATION

7.1 Your Indemnity. You agree to indemnify, defend, and hold harmless Company, its Affiliates, and each of their respective officers, directors, employees, contractors, agents, and representatives from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and any fines or penalties imposed by a regulatory authority) arising out of or related to: (i) your breach of these Terms, (ii) your use of Company in violation of any applicable law, regulation, or third-party right, or (iii) any content or data you provide through Company that infringes or misappropriates the rights of a third party.

7.2 Company’s Indemnity. Company agrees to indemnify, defend, and hold you harmless from any actual or threatened third-party claim that the Services infringe or misappropriate the intellectual property rights of any third party during the Term, provided that: (i) you provide Company with prompt written notice of the claim; (ii) Company has full and complete control over the defense and settlement of the claim; (iii) you provide assistance in connection with the defense and settlement of the claim as we may reasonably request; and (iv) you agree to comply with any settlement or court order made in connection with the claim. 

7.3 Exclusions. Notwithstanding the foregoing, Company will have no obligation for any infringement or misappropriation of third-party intellectual property rights to the extent that any such claim arises out of or is based upon: (i) the combination, operation, or use of the Services with a third party product or service if such infringement would have been avoided but for such combination; (ii) use of the Services outside of the scope of the license granted to you; (iii) any modification of the Services not made by Company where such infringement would not have occurred absent such modification; (iv) your unauthorized use of the Services; or (v) in cases of gross negligence or willful misconduct by you or your End Users.

8. LIMITATION OF LIABILITY

8.1 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR REPRESENTATIVES BE LIABLE: (I) FOR ANY AMOUNT EXCEEDING THE TOTAL FEES PAID OR PAYABLE BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO THE ABOVE MAY NOT APPLY TO YOU IN FULL.

8.2 Essential Basis for the Bargain. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY AND THAT COMPANY WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT YOUR AGREEMENT TO THESE LIMITATIONS.

9. NO WARRANTIES; RISK DISCLOSURES

9.1 Disclaimer. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED, TIMELY, ERROR-FREE, OR MEET YOUR EXPECTATIONS. COMPANY DOES NOT GUARANTEE THAT ANY ORDER OR TRANSACTION WILL BE EXECUTED, CONFIRMED, RECORDED, OR REMAIN OPEN. YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THESE TERMS.

9.2 Assumption of Risk. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM: (I) ERRORS, OMISSIONS, OR DELAYS IN DIGITAL ASSET PRICE DATA OR RELATED TRANSMISSIONS; (II) MALICIOUS SOFTWARE, VIRUSES, OR SYSTEM COMPROMISE ARISING FROM YOUR ACCESS TO THE SERVICES OR THIRD-PARTY LINKS; (III) BUGS, GLITCHES, OR FUNCTIONAL INACCURACIES; OR (IV) SUSPENSION, TERMINATION, OR RESTRICTION OF YOUR ACCESS TO COMPANY.

10. MISCELLANEOUS

10.1 Compliance with Laws. Company will comply with all applicable U.S. federal, state, and international laws in its operation and provision of the Services. We reserve the right to disclose any information as necessary to comply with legal obligations, including laws, regulations, legal processes, or government requests. You agree not to export, re-export, or otherwise transfer access to Company to any country, entity, or individual prohibited by applicable export control laws or sanctions programs.

10.2 Severability. If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision will be replaced by a valid and enforceable provision that most closely reflects the intent of the original, and the remainder of these Terms will remain in full force and effect.

10.3 Notices. If you need to contact Company for legal purposes, you may do so by email at support@lgnd.ai or through any contact method listed on our website. We may provide you with notices via email, in-app messaging, or through any contact information associated with your Company account. You are responsible for keeping your contact details up to date.

10.4 Governing Law; Venue. These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. You and Company agree that any legal action or proceeding arising under or related in any way to these Terms shall be brought exclusively in the state or federal courts located in Philadelphia, Pennsylvania, and each party hereby irrevocably consents to the jurisdiction of such courts and waives any objection to venue therein, including any claim of forum non conveniens.

10.5 Entire Agreement. The Terms, including our Privacy Policy, constitute the entire agreement between you and Company regarding the Services. They supersedes all prior and contemporaneous proposals, agreements, or understandings -- oral, written, or electronic. We expressly object to and reject any additional or conflicting terms you propose. Our obligations are not contingent upon the delivery of any future functionality or features unless expressly agreed to in writing.

10.6 Assignment. You may not assign or transfer these Terms without our prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the assignee is not a competitor of Company. We may assign these Terms without restriction in connection with a merger, reorganization, change of control, or asset sale.

10.7 No Third-Party Beneficiaries. Nothing in these Terms confers any rights, remedies, or benefits on any third party unless expressly stated.

10.8 Contract for Services. These Terms are for the provision of Services and not a sale of goods. The Uniform Commercial Code (UCC), the Uniform Computer Information Transactions Act (UCITA), and the United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms.

10.9 Force Majeure. Except for payment obligations under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

10.10 Authority. Each party represents that it has full authority and power to enter into these Terms and bind itself to its terms. You further represent that you have the authority to bind your affiliates to these Terms and ensure their compliance.

10.11 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

10.12 Survival. Any provisions that by their nature should survive termination or expiration of these Terms, including but not limited to terms relating to payment obligations, disclaimers, limitations of liability, indemnification, and confidentiality, shall survive.