Ptarmigan-1 · Talus Bio

PTARMIGAN TERMS OF SERVICE

Last Updated: October 1, 2026

These Terms of Service (these “Terms”) are an agreement between Talus Bioscience, Inc. (“Talus,” “we,” “us,” or “our”), and the individual or entity accessing or using the Service (“Customer,” “you,” or “your”).

These Terms govern your access to and use of Ptarmigan-1 and any related websites, software, hosted platforms, application programming interfaces, models, documentation, and services that Talus makes available under these Terms, collectively, the “Service.”

BY CREATING AN ACCOUNT, CLICKING TO ACCEPT THESE TERMS, EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, OR ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY, UNIVERSITY, RESEARCH INSTITUTION, OR OTHER ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION. IF YOU DO NOT HAVE THAT AUTHORITY OR DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

1. Definitions

“Account” means an account established to access and use the Service.

“Authorized User” means an employee, contractor, researcher, or other individual whom Customer authorizes to access and use the Service on Customer’s behalf.

“Customer Materials” means all data, information, and materials submitted, uploaded, transmitted, or otherwise made available to the Service by or on behalf of Customer or an Authorized User, including protein targets, protein sequences, protein structures, compound libraries, molecular structures, screening parameters, queries, and related information.

“Documentation” means Talus’s then-current technical documentation, instructions, usage guidelines, and other materials made available for the Service.

“Order Form” means an ordering document, online subscription selection, statement of work, or other written agreement that identifies the Service, subscription plan, fees, usage limits, or other commercial terms applicable to Customer’s use of the Service.

“Output” means predictions, scores, rankings, analyses, screening results, reports, and other results generated by the Service in response to Customer Materials.

“Talus Technology” means the Service, Ptarmigan-1, Talus’s models, model weights, algorithms, software, source code, object code, workflows, Documentation, user interfaces, designs, methodologies, know-how, and other technology used to provide the Service, including all modifications, improvements, and derivative works of the foregoing.

“Usage Data” means technical, operational, and usage information relating to the performance, operation, or use of the Service. Usage Data does not include Customer Materials or Output except in an aggregated and deidentified form that does not identify Customer or disclose Customer’s confidential scientific or technical information.

2. The Service

2.1 Description

Ptarmigan-1 is a structure-free protein-ligand binding prediction service. Customer selects a protein target and compound library, the Service screens the library against the target, and Customer may inspect the resulting Output.

The Output consists of computational estimates generated by a machine-learning model. The Service and Output are intended solely to support research activities and are subject to the limitations stated in these Terms.

2.2 Access and Use Right

Subject to Customer’s continued compliance with these Terms and payment of all applicable fees, Talus grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to permit its Authorized Users to access and use the Service for Customer’s research and internal business purposes.

Customer may use and reproduce Output for its lawful internal research and business purposes, subject to these Terms. Customer may not resell, sublicense, provide access to, or commercially distribute the Service itself unless expressly authorized by Talus in an Order Form or other written agreement.

2.3 Authorized Users

Customer is responsible for determining which individuals may become Authorized Users. Customer will ensure that its Authorized Users comply with these Terms and will be responsible for their acts and omissions as if they were acts and omissions of Customer.

An Account and its access credentials may be used only by the individual to whom they are assigned. Customer may not share Account credentials among multiple individuals.

2.4 Accounts

Customer will provide accurate, current, and complete registration and billing information and will keep that information updated. Customer is responsible for:

1. maintaining the confidentiality and security of its Account credentials;
2. all activities conducted through its Accounts;
3. configuring its Accounts and access permissions appropriately; and
4. promptly notifying Talus at [email protected] of any actual or suspected unauthorized access to or use of the Service.

Talus will not be responsible for losses resulting from Customer’s failure to protect its Account credentials or properly administer its Accounts.

2.5 Usage Limits

Customer’s use of the Service may be subject to the usage limits, storage limits, computational limits, and other restrictions stated in the applicable Order Form, subscription plan, or Documentation.

Talus may implement reasonable technical controls to enforce those limits. If Customer exceeds an applicable limit, Talus may charge applicable overage fees, require Customer to purchase additional capacity, limit further use, or suspend the affected portion of the Service.

2.6 Modifications

Talus may modify, update, or enhance the Service from time to time. Talus will not materially reduce the core functionality of a paid Service during a current subscription term, except where necessary to address a legal, security, safety, or third-party dependency issue.

Talus may discontinue a free or beta feature at any time.

3. Research-Only Use and Scientific Limitations

3.1 Research Use Only

THE SERVICE AND OUTPUT ARE INTENDED SOLELY FOR RESEARCH USE. THEY ARE NOT MEDICAL, DIAGNOSTIC, CLINICAL, THERAPEUTIC, OR REGULATORY ADVICE.

Customer will not use or rely on the Service or Output:

• to diagnose, treat, cure, mitigate, or prevent any disease or medical condition;
• to make decisions concerning patient care or individual patient treatment;
• as a substitute for professional medical, scientific, laboratory, toxicological, or regulatory judgment;
• as the sole basis for a regulatory submission or representation to a governmental authority;
• to support a safety-critical decision without appropriate independent validation; or
• in any manner for which the Service has not been designed, validated, authorized, or approved.

3.2 Computational Predictions

Customer acknowledges that Output consists of computational estimates generated by probabilistic machine-learning methods. Output may be inaccurate, incomplete, non-unique, irreproducible, misleading, or unsuitable for Customer’s intended purpose and may include false positives, false negatives, unexpected results, or other errors.

Talus does not represent or warrant that the Service will identify any binder, lead, target, compound, therapeutic candidate, commercially useful molecule, or scientifically significant result.

3.3 Independent Verification

Customer is solely responsible for independently evaluating and validating all Output using appropriately qualified personnel, laboratory methods, scientific controls, safety reviews, and other procedures appropriate to Customer’s intended use.

Customer assumes all responsibility for any decision, experiment, development activity, regulatory activity, product, publication, or other action based on or informed by Output.

4. Customer Responsibilities

4.1 Customer Materials

Customer is solely responsible for the accuracy, quality, legality, integrity, and appropriateness of Customer Materials.

Customer represents and warrants that:

• Customer has obtained all rights, permissions, licenses, and consents necessary for Talus to receive, host, process, reproduce, and otherwise use Customer Materials as permitted by these Terms;
• Customer Materials and Talus’s permitted processing of them will not infringe, misappropriate, or violate any intellectual property, privacy, confidentiality, contractual, or other right of any person;
• Customer Materials will not violate applicable law; and
• Customer will not submit information that Customer is prohibited from providing to Talus.

4.2 Sensitive Information

Unless Talus expressly agrees otherwise in writing, Customer will not submit to the Service:

• protected health information regulated by the Health Insurance Portability and Accountability Act;
• identifiable patient information or human-subject information;
• Social Security numbers or other government identification numbers;
• export-controlled technical data that requires a license or specific authorization for Talus to access or process; or
• data subject to heightened legal or contractual security requirements that the Service is not expressly designed to satisfy.

The Service is not intended to store or process protected health information, and these Terms do not constitute a business associate agreement.

4.3 Compliance

Customer will use the Service in compliance with all applicable laws, regulations, institutional requirements, professional obligations, and ethical standards.

Customer is solely responsible for determining whether the Service is appropriate for Customer’s activities and whether Customer’s use requires any notice, consent, license, permit, approval, validation, or other authorization.

5. Use Restrictions

Customer will not, and will not permit any third party to:

• access or use the Service except as expressly permitted by these Terms;
• copy, modify, translate, adapt, or create derivative works of the Service or Talus Technology;
• reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to any source code, model weights, algorithms, underlying components, or nonpublic methods of the Service, except to the limited extent such restriction is prohibited by applicable law;
• use scraping, automated extraction, excessive querying, or similar means to obtain data or Output beyond the functionality and usage limits authorized by Talus;
• access or use the Service to develop, train, fine-tune, validate, benchmark, or improve any product, service, or model that competes with Talus or Ptarmigan-1;
• use Output to train or develop a competing protein-ligand prediction model or substantially similar machine-learning system;
• rent, lease, sell, resell, sublicense, distribute, assign, or otherwise commercially make the Service available to any third party;
• circumvent or disable any access control, security control, rate limit, or usage restriction;
• introduce malware, malicious code, or harmful material into the Service;
• interfere with or disrupt the integrity, security, operation, or performance of the Service or any related system or network;
• access the Service to discover vulnerabilities or conduct penetration or security testing without Talus’s prior written consent;
• remove or obscure any proprietary notice or attribution included in the Service;
• impersonate another person, misrepresent an affiliation, or conceal the origin of a request;
• use the Service for unlawful, fraudulent, harmful, or deceptive activity; or
• use the Service to develop or support biological weapons, chemical weapons, toxins, or other activities prohibited by applicable law.

6. Fees and Payment

6.1 Fees

Customer will pay the fees specified in the applicable Order Form or subscription plan. Except as expressly stated in these Terms or an Order Form, all fees are non-cancelable and non-refundable.

6.2 Billing

If Customer purchases the Service through an online account, Customer authorizes Talus and its payment processor to charge the applicable fees, taxes, and authorized overage charges to Customer’s selected payment method.

For invoiced purchases, Customer will pay undisputed invoices within thirty days after the invoice date unless the applicable Order Form states otherwise.

6.3 Late Payments

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer will reimburse Talus for reasonable costs incurred to collect undisputed overdue amounts.

Talus may suspend Customer’s access for nonpayment after providing reasonable prior notice and an opportunity to cure.

6.4 Taxes

Customer will make payments without withholding or deduction except as required by law. If Customer is required by law to withhold an amount, Customer will provide Talus with appropriate documentation of the withholding.

7. Ownership and Intellectual Property

7.1 Talus Technology

As between the parties, Talus and its licensors retain all right, title, and interest in and to the Talus Technology, including all intellectual property rights. No rights are granted to Customer except the limited rights expressly stated in these Terms.

Customer’s use of the Service does not transfer to Customer any ownership interest in the Talus Technology, including any model, algorithm, method, improvement, or underlying component used to generate Output.

7.2 Customer Materials

As between the parties, Customer retains all right, title, and interest in and to Customer Materials, including all intellectual property rights in Customer Materials.

Customer grants Talus a limited, non-exclusive right to host, copy, transmit, process, display, and otherwise use Customer Materials solely as necessary to:

• provide and support the Service for Customer;
• prevent or address technical, security, or legal issues;
• comply with applicable law; and
• perform other activities expressly authorized by Customer.

7.3 Output

As between the parties and to the extent permitted by applicable law, Customer owns the Output generated specifically in response to Customer Materials.

Ownership of Output does not include ownership of any Talus Technology embodied in, used to generate, or reflected by the Output. Talus retains all rights in the Talus Technology and may generate the same or similar results for other customers where prompted by similar inputs or where produced by the probabilistic operation of the Service.

Talus does not represent that Output is eligible for patent, copyright, trade secret, or other intellectual property protection, or that Customer’s use of Output will not affect Customer’s ability to obtain or maintain such protection.

7.4 No Model Training Using Customer Materials

Talus will not use Customer Materials or Output to train, fine-tune, retrain, or otherwise develop any generalized machine-learning or artificial intelligence model without Customer’s prior written consent.

This restriction does not prevent Talus from:

• processing Customer Materials to provide the Service to Customer;
• correcting errors or addressing a specific support request at Customer’s direction;
• using Usage Data as permitted by Section 7.5; or
• using information that Talus developed independently without use of Customer Materials or Output.

7.5 Usage Data

Talus may collect and use Usage Data to operate, administer, secure, support, analyze, and improve the Service and to develop new products and services.

Talus will not disclose Usage Data externally unless it is aggregated and deidentified so that it does not reasonably identify Customer, any Authorized User, Customer Materials, Output, or Customer’s confidential scientific activities.

7.6 Feedback

If Customer or an Authorized User provides suggestions, ideas, enhancement requests, or other feedback about the Service, Customer grants Talus a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation.

Talus will not identify Customer as the source of feedback without Customer’s permission.

8. Confidentiality

8.1 Confidential Information

“Confidential Information” means nonpublic information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information or circumstances of disclosure.

Talus’s Confidential Information includes the nonpublic features, functionality, pricing, security information, Documentation, and technology of the Service.

Customer’s Confidential Information includes Customer Materials, Input, Output, protein sequences, targets, compound libraries, molecular structures, screening parameters, and nonpublic research information.

8.2 Protection and Permitted Use

The receiving party will:

• use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under these Terms;
• protect the Confidential Information using at least reasonable care and no less than the care it uses to protect its own similar information;
• disclose Confidential Information only to its employees, contractors, affiliates, professional advisers, and service providers who have a need to know and are subject to confidentiality obligations at least as protective as those stated here; and
• remain responsible for its representatives’ compliance with these confidentiality obligations.

8.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

• is or becomes publicly available without breach of these Terms;
• was lawfully known to the receiving party without restriction before disclosure;
• is lawfully received from a third party without breach of a confidentiality obligation; or
• is independently developed without use of or reference to the disclosing party’s Confidential Information.

8.4 Required Disclosure

The receiving party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided that, where legally permitted, the receiving party gives prompt notice to the disclosing party and reasonably cooperates, at the disclosing party’s expense, in seeking confidential treatment or a protective order.

The receiving party will disclose only the portion legally required.

8.5 Equitable Relief

Unauthorized use or disclosure of Confidential Information may cause harm for which monetary damages are inadequate. The affected party may seek injunctive or other equitable relief, in addition to any other available remedies, without being required to prove actual damages or post a bond except as required by law.

9. Privacy, Security, and Retention

9.1 Privacy

Talus will process personal information in accordance with its then-current Privacy Policy, available at https://ptarmigan.app/privacy

If there is a conflict between the Privacy Policy and these Terms regarding Customer Materials, these Terms control.

9.2 Security

Talus will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Materials against unauthorized access, acquisition, alteration, disclosure, or destruction.

No system is completely secure, and Talus does not guarantee that unauthorized third parties will never be able to defeat its safeguards.

9.3 Service Providers and Personnel Access

Talus may allow its personnel, contractors, affiliates, hosting providers, and other service providers to access Customer Materials only to the extent reasonably necessary to:

8. provide, maintain, secure, or support the Service;
9. respond to a Customer-authorized support request;
10. prevent or investigate misuse or security incidents; or
11. comply with applicable law.

Talus will require such persons to be subject to appropriate confidentiality obligations.

9.4 Retention and Deletion

Talus will retain Customer Materials for the period described in its Privacy Policy or applicable Documentation.

Upon Customer’s deletion of Customer Materials or termination of Customer’s Account, Talus will delete Customer Materials from its active production systems within thirty days, unless continued retention is required by law or authorized by Customer.

Residual copies may remain in encrypted backups for up to an additional seven days and will be deleted or overwritten through Talus’s ordinary backup cycle. Talus may retain security, access, and operational logs for up to thirty days, provided those logs are not used to reconstruct Customer’s compound libraries or other substantive Customer Materials.

10. Third-Party Services and Materials

The Service may interoperate with or contain links to third-party services, software, data, models, or materials. Third-party products are governed by their applicable terms and privacy practices.

Talus does not control and is not responsible for third-party products. Talus makes no warranties regarding third-party products and will not be liable for their availability, security, accuracy, operation, or use.

If Customer directs Talus to transmit Customer Materials to a third-party service, Customer authorizes Talus to do so and acknowledges that the third party’s handling of those materials will be governed by Customer’s agreement with that third party.

11. Beta and Evaluation Services

Talus may designate certain features or services as alpha, beta, preview, early access, evaluation, or experimental services, collectively, “Beta Services.”

Beta Services:

• may be incomplete, inaccurate, or subject to material change;
• may contain more errors than generally available services;
• may be discontinued at any time;
• may be subject to additional terms or limitations; and
• are provided without service-level commitments, warranties, indemnities, or support obligations.

Customer uses Beta Services at its own risk.

12. Suspension

Talus may suspend Customer’s or an Authorized User’s access to all or part of the Service if Talus reasonably determines that:

• Customer has breached these Terms;
• use of the Service poses a security risk or threatens the integrity of the Service;
• use of the Service may subject Talus or another person to liability;
• suspension is required by law or a governmental authority;
• Customer has failed to pay undisputed amounts when due; or
• Customer’s use materially interferes with the Service or another customer’s use.

Where practicable, Talus will provide advance notice and an opportunity to cure. Talus may suspend access immediately where necessary to address an urgent security, legal, or operational risk. Talus will use reasonable efforts to limit a suspension to the affected Account, activity, or portion of the Service and restore access after the underlying issue is resolved.

13. Term and Termination

13.1 Term

These Terms begin when Customer first accepts them or accesses the Service and continue until terminated.

Each paid subscription will continue for the term stated in the applicable Order Form or subscription plan. If automatic renewal applies, the applicable purchasing interface or Order Form will identify the renewal period and applicable cancellation process.

13.2 Termination by Customer

Customer may terminate a free Account at any time by following the Account closure process or contacting Talus at [email protected]

Customer may terminate a paid subscription as permitted by the applicable Order Form or subscription plan. Unless otherwise stated in the applicable Order Form, termination will become effective at the end of the then-current prepaid subscription term, and prepaid fees will not be refunded.

13.3 Termination for Cause

Either party may terminate these Terms or an affected Order Form upon written notice if the other party:

• materially breaches these Terms and fails to cure the breach within thirty days after receiving written notice;
• materially breaches an obligation that is incapable of cure;
• ceases business operations without a successor; or
• becomes subject to an insolvency, bankruptcy, receivership, liquidation, or similar proceeding that is not dismissed within sixty days.

Talus may terminate immediately if Customer violates Section 5 or uses the Service in a manner that creates a material legal, security, or safety risk.

13.4 Effect of Termination

Upon expiration or termination:

• Customer’s right to access and use the affected Service will end;
• Customer will cease using and return or destroy Talus Confidential Information in its possession;
• Customer will remain responsible for fees accrued through the effective date of termination;
• Talus may delete Customer Materials in accordance with Section 9.4; and
• termination will not affect rights or obligations that accrued before termination.

13.5 Survival

Sections 1, 3, 4, 5, 6, 7, 8, 9.4, 13.4, 13.5, 15, 16, 17, 18, and 19 will survive expiration or termination.

14. Warranties

14.1 Mutual Authority

Each party represents that it has the authority to enter into these Terms and perform its obligations.

14.2 Limited Service Warranty

For paid Services, Talus warrants that the Service will perform in all material respects in accordance with the applicable Documentation under normal use during the applicable subscription term.

Customer’s exclusive remedy, and Talus’s entire liability, for breach of this warranty is for Talus to use commercially reasonable efforts to correct the nonconformity. If Talus cannot correct a material nonconformity within a reasonable period, Customer may terminate the affected Service and receive a pro rata refund of prepaid fees for the unused portion of the affected subscription term.

This warranty does not apply to issues caused by Customer Materials, Customer’s systems, third-party products, unauthorized modifications, misuse, or use contrary to the Documentation.

15. Disclaimers

EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 14.2, THE SERVICE, OUTPUT, DOCUMENTATION, BETA SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALUS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, SCIENTIFIC VALIDITY, REPRODUCIBILITY, RELIABILITY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

TALUS DOES NOT WARRANT THAT:

• THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS;
• OUTPUT WILL BE ACCURATE, COMPLETE, UNIQUE, REPRODUCIBLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE;
• THE SERVICE WILL IDENTIFY ANY BINDER, COMPOUND, LEAD, THERAPEUTIC CANDIDATE, OR COMMERCIALLY USEFUL RESULT;
• OUTPUT WILL SATISFY ANY SCIENTIFIC, CLINICAL, SAFETY, PATENTABILITY, OR REGULATORY STANDARD; OR
• CUSTOMER’S USE OF OUTPUT WILL NOT INFRINGE OR OTHERWISE AFFECT THIRD-PARTY RIGHTS.

CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING OUTPUT AND DETERMINING WHETHER AND HOW TO USE IT.

16. Indemnification

16.1 Indemnification by Customer

Customer will defend, indemnify, and hold harmless Talus, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against third-party claims, actions, proceedings, damages, losses, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Customer Materials or Talus’s authorized use of Customer Materials; (b) Customer’s or an Authorized User’s breach of these Terms; (c) Customer’s or an Authorized User’s unlawful or unauthorized use of the Service; (d) Customer’s use of or reliance on Output; (e) any research, experiment, product, compound, treatment, publication, regulatory activity, or other activity undertaken by or on behalf of Customer using the Service or Output; or (f) an allegation that Customer Materials infringe, misappropriate, or violate a third party’s rights.

Customer will have no obligation to the extent a claim is caused by Talus’s gross negligence, willful misconduct, or breach of these Terms.

16.2 Indemnification by Talus

Talus will defend Customer against a third-party claim alleging that Customer’s authorized use of the Service infringes a United States patent, copyright, or trade secret, and will indemnify Customer against damages and reasonable costs finally awarded or agreed in settlement.

Talus will have no obligation for claims arising from: (a) Customer Materials or Output; (b) use of the Service in violation of these Terms or the Documentation; (c) modification of the Service by anyone other than Talus; (d) combination of the Service with items not provided or approved by Talus; (e) continued use after Talus has provided a non-infringing replacement or modification; or (f) Beta Services or free Services.

If the Service becomes or is likely to become subject to such a claim, Talus may modify or replace the affected Service, obtain the right for Customer to continue using it, or terminate the affected Service and refund prepaid fees allocable to the unused portion of the subscription term.

This Section states Talus’s entire obligation and Customer’s exclusive remedy for claims that the Service infringes third-party intellectual property rights.

16.3 Indemnification Procedure

The party seeking indemnification will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense.

A delay in notice will relieve the indemnifying party of its obligations only to the extent materially prejudiced by the delay.

The indemnifying party may not settle a claim in a manner that admits fault by, imposes nonmonetary obligations on, or fails to fully release the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

17. Limitation of Liability

17.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, DATA, OR RESEARCH VALUE, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALUS’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR OUTPUT WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO TALUS FOR THE SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS IF CUSTOMER USED THE SERVICE WITHOUT CHARGE.

17.3 Exclusions

The limitations in Section 17.1 will not apply to: (a) Customer’s payment obligations; (b) Customer’s breach of Section 5; (c) either party’s breach of Section 8; (d) either party’s fraud, gross negligence, or willful misconduct; (e) Customer’s indemnification obligations; or (f) liability that cannot be limited under applicable law.

Talus’s liability for a breach of Section 8 or Section 9 will not exceed two times the amount described in Section 17.2.

17.4 Allocation of Risk

The limitations in this Section apply regardless of the legal theory asserted and are an essential basis of the bargain between the parties.

18. Export Controls and Sanctions

Customer will comply with applicable export control, sanctions, and trade laws, including applicable laws administered by the United States Department of Commerce and the United States Department of the Treasury’s Office of Foreign Assets Control.

Customer represents and warrants that neither Customer nor any Authorized User:

• is located in or ordinarily resident in a jurisdiction subject to comprehensive United States sanctions;
• is identified on an applicable government restricted-party list; or
• will access or use the Service for a prohibited end use or on behalf of a prohibited person.

Customer will not submit export-controlled technical data to the Service unless Customer has obtained all required authorizations and Talus has expressly agreed in writing to receive it.

19. General Terms

19.1 Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules.

The state and federal courts located in Delaware will have exclusive jurisdiction over disputes arising out of or relating to these Terms, and each party consents to personal jurisdiction and venue in those courts.

19.2 Relationship of the Parties

The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, franchise, employment, or agency relationship.

19.3 Assignment

Customer may not assign or transfer these Terms, by operation of law or otherwise, without Talus’s prior written consent.

Talus may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, acquisition, or sale of all or substantially all of the assets or business to which these Terms relate.

Any prohibited assignment is void.

19.4 Force Majeure

Neither party will be liable for a delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, labor disputes, war, terrorism, civil unrest, governmental action, internet or utility failures, widespread cloud-service outages, epidemics, or supply-chain disruptions.

This Section does not excuse Customer’s obligation to pay amounts already due.

19.5 Notices

Talus may provide notices to Customer through the Service, by email to the address associated with Customer’s Account, or by another reasonable electronic method.

Legal notices to Talus must be sent to:

Talus Bioscience, Inc.
Attention: Legal
Email: [email protected]

Notice is effective upon receipt.

19.6 Publicity

Talus may not use Customer’s name, trademarks, or logo in marketing materials without Customer’s prior written consent.

19.7 Changes to These Terms

Talus may update these Terms from time to time by posting the revised Terms and updating the “Last Updated” date.

For changes that materially reduce Customer’s rights or materially increase Customer’s obligations during a paid subscription term, Talus will provide reasonable advance notice. Unless a change is required by law or necessary to address an urgent security issue, material changes will become effective upon Customer’s next renewal.

Customer’s continued use of the Service after updated Terms become effective constitutes acceptance of the updated Terms.

19.8 Order of Precedence

If an Order Form conflicts with these Terms, the Order Form controls to the extent of the conflict. Any customer purchase order or similar document is for administrative convenience only, and its additional or inconsistent terms will have no effect.

19.9 Waiver

A waiver must be in writing and signed by the party granting it. A failure or delay in exercising a right does not waive that right.

19.10 Severability

If a provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.

19.11 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

19.12 Entire Agreement

These Terms, applicable Order Forms, and documents expressly incorporated by reference constitute the entire agreement between the parties concerning the Service and supersede prior or contemporaneous communications concerning that subject matter.

19.13 Electronic Acceptance

Electronic acceptance of these Terms has the same legal effect as a handwritten signature. Customer may retain a copy of these Terms for its records.

20. Contact Information

Questions about the Service or these Terms may be directed to:

Talus Bioscience, Inc.

Email: [email protected]