Terms of Use

Effective January 3, 2026

1. Services

VentriLinks provides AI-powered biotech diligence and opportunity intelligence services. The Services may help users evaluate biotech startups, assets, IP, therapeutic programs, markets, competitive landscapes, regulatory pathways, CMC profiles, funding opportunities, partnering opportunities, and related evidence.

The Services may include upload features, data-room features, diligence workspaces, AI agents, structured modules, reports, generated outputs, evidence links, search tools, knowledge graph tools, and related functionality.

2. Accounts

You may need an account to use certain Services. You agree to provide accurate account information, maintain the confidentiality of your login credentials, and promptly notify us of any unauthorized account use.

You are responsible for activity under your account unless caused by VentriLinks' breach of these Terms.

3. Customer Content

"Customer Content" means any information, materials, files, prompts, data, text, documents, images, spreadsheets, presentations, comments, notes, feedback, or other content that you submit, upload, or provide to the Services.

You retain ownership of your Customer Content. VentriLinks does not claim ownership of Customer Content.

You grant VentriLinks a limited, non-exclusive, worldwide license to host, copy, process, transmit, display, analyze, and otherwise use Customer Content solely as needed to provide, secure, support, maintain, and improve the Services, comply with law, and enforce these Terms.

You represent and warrant that:

• You have all rights and permissions needed to submit Customer Content to the Services.
• Your Customer Content does not violate law, contracts, confidentiality obligations, IP rights, privacy rights, or third-party rights.
• You will not upload information that you are not authorized to share or process.

4. Confidentiality and Customer Data Use

VentriLinks understands that users may upload confidential biotech materials, including pitch decks, unpublished scientific data, patent or IP materials, data-room documents, business plans, development plans, licensing materials, diligence notes, and other non-public information.

Confidential Treatment

VentriLinks will treat non-public Customer Content as confidential information and will use commercially reasonable safeguards to protect it.

VentriLinks will not disclose confidential Customer Content except:

• To provide, secure, support, maintain, or improve the Services.
• To authorized personnel, contractors, and service providers under confidentiality or data-processing obligations.
• As directed or authorized by you.
• As required by law, legal process, or government request.
• In connection with a corporate transaction, subject to appropriate confidentiality protections where reasonably practical.
• To enforce these Terms, protect rights, prevent abuse, or address security issues.

No Cross-Customer Sharing

VentriLinks will not share your confidential uploaded materials with other customers or users.

AI Model Training

Unless otherwise agreed in a separate written agreement:

• VentriLinks does not use Customer Content to train or fine-tune public AI models.
• VentriLinks does not use Customer Content to train models shared across customers without your permission.
• VentriLinks does not sell Customer Content.
• VentriLinks does not use confidential Customer Content for advertising or third-party promotional profiling.

Service Providers

VentriLinks may use service providers, including AI model providers, cloud infrastructure providers, database providers, authentication providers, payment processors, email providers, analytics providers, and support tools. These providers may process Customer Content only as needed to provide services to VentriLinks and are subject to contractual obligations.

Search and Retrieval

When you ask the Services to search public sources, retrieve public documents, or cite public evidence, relevant search terms or query context may be transmitted to public databases, search tools, or websites as needed to perform the requested analysis.

Deletion

You may request deletion of Customer Content by contacting us or using available product features. Deletion is subject to backup retention, legal obligations, dispute resolution, security, and technical limitations.

Regulated Sensitive Data

Unless VentriLinks has signed a separate written agreement expressly allowing it, you must not upload protected health information, patient-identifiable data, human-subject data requiring special handling, controlled technical data, or other regulated sensitive data.

5. Generated Outputs

"Outputs" means reports, memos, analyses, summaries, recommendations, evidence tables, diligence modules, text, charts, or other materials generated by the Services in response to Customer Content or user instructions.

Subject to these Terms and your rights in Customer Content, you may use Outputs for your internal business purposes, including diligence, evaluation, research, investment review, fundraising readiness, partnering review, licensing review, acquisition review, commercialization planning, or IP/asset prioritization.

Outputs may contain errors, omissions, outdated information, incomplete information, or unsupported conclusions. You are responsible for independently reviewing and verifying Outputs before relying on them.

6. No Professional Advice

The Services provide AI-assisted diligence and decision-support information. The Services do not provide legal, investment, financial, tax, accounting, medical, regulatory, clinical, or other professional advice.

You are solely responsible for decisions made based on the Services, including investment, licensing, acquisition, regulatory, clinical, business development, commercialization, or fundraising decisions.

You should consult qualified professionals before making decisions that require legal, financial, investment, medical, regulatory, or other professional judgment.

7. Acceptable Use

You agree not to:

• Use the Services in violation of law or regulation.
• Upload content you do not have the right to use.
• Upload malware, harmful code, or content designed to disrupt the Services.
• Attempt to gain unauthorized access to the Services or other users' data.
• Reverse engineer, scrape, copy, or misuse the Services except as permitted by law or written agreement.
• Use the Services to infringe IP rights, privacy rights, confidentiality obligations, or other rights.
• Use the Services to generate unlawful, deceptive, defamatory, harmful, or misleading content.
• Misrepresent Outputs as independently verified facts without appropriate review.
• Use the Services for clinical diagnosis, treatment decisions, or patient-specific medical decision-making.
• Upload protected health information or patient-identifiable data unless expressly permitted by a separate written agreement.

8. VentriLinks Intellectual Property

VentriLinks and its licensors own all rights in the Services, including software, interfaces, workflows, templates, report structures, modules, prompts, scoring logic, knowledge graph structures, design, trademarks, and other technology or content provided by VentriLinks.

Except as expressly allowed by these Terms, you may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works from the Services.

9. Feedback

If you provide suggestions, comments, ideas, or feedback about the Services, you grant VentriLinks a non-exclusive, worldwide, royalty-free license to use that feedback to improve and develop the Services without obligation to you. Feedback should not include confidential information unless separately agreed.

10. Third-Party Services and Sources

The Services may integrate with or link to third-party services, websites, databases, AI providers, payment processors, scientific sources, regulatory sources, patent databases, trial registries, company filings, or public web sources.

VentriLinks is not responsible for third-party websites, content, policies, or services. Your use of third-party services may be governed by their own terms and policies.

11. Plans, Fees, and Payment

If paid features are offered, you agree to pay applicable fees according to the plan, order form, subscription, or checkout terms presented to you.

Fees are non-refundable except as required by law or stated in a separate written agreement.

We may change pricing, plans, or features prospectively with reasonable notice where required.

12. Suspension and Termination

We may suspend or terminate access to the Services if we believe you violated these Terms, created security or legal risk, failed to pay fees, or used the Services in a way that may harm VentriLinks, users, or third parties.

You may stop using the Services at any time. Certain provisions of these Terms will survive termination, including confidentiality, data-use limitations, intellectual property, disclaimers, limitation of liability, and dispute provisions.

13. Disclaimers

The Services are provided "as is" and "as available." To the maximum extent permitted by law, VentriLinks disclaims all warranties, express or implied, including warranties of accuracy, completeness, reliability, merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

VentriLinks does not guarantee that any Output is complete, accurate, current, or suitable for any particular decision.

14. Limitation of Liability

To the maximum extent permitted by law, VentriLinks will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, investment losses, transaction losses, or loss of goodwill.

To the maximum extent permitted by law, VentriLinks' total liability for claims arising out of or related to the Services or these Terms will not exceed the greater of: (a) the amount you paid to VentriLinks for the Services in the three months before the claim arose, or (b) USD $100.

Some jurisdictions do not allow certain limitations, so some limitations may not apply.

15. Indemnification

You agree to defend, indemnify, and hold harmless VentriLinks and its officers, directors, employees, contractors, and agents from claims, damages, liabilities, costs, and expenses arising out of or related to your Customer Content, your use of the Services, your violation of these Terms, or your violation of law or third-party rights.

16. Changes to the Services or Terms

We may modify the Services from time to time. We may update these Terms by posting a revised version with a new effective date. If changes are material, we will provide notice where required.

Your continued use of the Services after changes become effective means you accept the updated Terms.

17. Governing Law and Disputes

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

The courts located in Delaware will have exclusive jurisdiction over disputes arising out of or related to these Terms or the Services, unless another dispute process is specified in a separate written agreement.

18. Contact

For questions about these Terms, contact: