Terms of Service

Acceptance of These Terms

These Terms of Service ("Terms") are an agreement between you and Strand AI Bio Corp., a Delaware corporation doing business as Strand AI ("Strand AI," "we," "our," or "us"). They govern your use of our website, the Strand AI Platform, our APIs and SDKs, and connected-application integrations (together, the "Services"). By accessing or using the Services, you agree to these Terms. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and "you" includes that organization.

The Services are offered for business and professional research use. You must be at least 18 years old to use them.

If you have a separate written agreement with Strand AI covering the Services, that agreement controls where it conflicts with these Terms.

Description of the Services and License

Strand AI provides computational research tools for biology, including Lattice, which generates predicted multiplex immunofluorescence readouts and related spatial analyses from de-identified histopathology images that you upload. Generated results are computational predictions produced by machine learning models and are inherently probabilistic.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to access and use the Services for your organization's internal research purposes.

Research Use Only

The Services and their outputs are provided solely for non-clinical research and hypothesis generation. Outputs are computational predictions, not experimentally measured assay results, and the Services have not been cleared, approved, or authorized by the FDA or any other regulatory authority for clinical use. You may not use the Services or their outputs to make or support a decision about an individual person, including diagnosis, prognosis, screening, treatment selection, patient management, prospective patient enrollment, or clinical-trial assignment. You must independently validate outputs before relying on them, and you must clearly identify them as computational predictions, not experimentally measured multiplex immunofluorescence data, in publications, presentations, datasets, and downstream analyses.

Health and Identifiable Data

Customer Data (defined below) must be de-identified before it is transmitted to the Services. You may not upload protected health information or other regulated identifiable health information unless Strand AI and your organization have executed a separate written agreement, including any required business associate agreement, that expressly authorizes that processing. When enabled for your organization, any automated removal of slide labels, macro images, metadata, or other identifiers by the Services is a defense-in-depth safeguard only and is not a representation that Customer Data satisfies HIPAA or any other legal de-identification standard. You remain responsible for filenames, tissue-region content, metadata, and all other information you submit to the Services.

Acceptable Use

You agree that you will not:

• Upload protected health information or other identifiable patient data except as permitted under the "Health and Identifiable Data" section above;
• Use the Services or their outputs for clinical diagnosis, patient care, or any purpose other than research;
• Resell, sublicense, or provide the Services to third parties as a service bureau without our written agreement;
• Use automated or systematic access to the Services or their outputs primarily to discover, reconstruct, extract, or replicate our models, model weights, architecture, or substantially similar core functionality, or reverse-engineer the Services except to the extent that restriction is prohibited by applicable law;
• Circumvent usage limits, credit accounting, or security controls, or probe, scan, or test the vulnerability of the Services without authorization;
• Use the Services in violation of applicable law.

Accounts and Organizations

You are responsible for your account credentials and for activity under your account, including activity by connected applications you authorize. Access to data and credits is scoped to the organization you act within. Organization administrators control membership, data, connected applications, and credit spending for their organization, and may access, export, or delete organization data. Keep your account information accurate and notify us promptly of any unauthorized use.

Credits and Payment

Use of certain Services consumes prepaid service credits. Credits are reserved when a job is submitted; if a job fails to complete, the corresponding reservation is released back to your organization. Credits have no cash value, are not transferable outside your organization, and are non-refundable except where required by law, agreed in a separate written agreement, or provided below. Pricing and credit terms for paid engagements are set out in the applicable order or agreement; stated fees exclude taxes, which you are responsible for other than taxes on our income.

Promotional or granted credits may carry expiration dates or usage conditions stated at the time of the grant and may be revoked if you breach these Terms. Credits spent by connected applications your organization has authorized are your organization's responsibility. We may correct manifest errors in credit accounting and will notify you of any material correction. If we permanently discontinue the Services, we will refund the unused portion of credits you purchased.

Your Data

You retain all rights you hold in the data you upload to the Services ("Customer Data"). You grant us a limited, non-exclusive license to host, process, and transmit Customer Data solely to provide, secure, maintain, and support the Services, to comply with applicable law, and to perform activities expressly authorized in a separate written agreement with you. Our Privacy Policy and Cookie Notice describe how we handle personal information and tracking technologies; they do not expand our rights in Customer Data. You are responsible for ensuring that Customer Data is de-identified and that you have all rights and consents needed for us to process it as described.

We do not use Customer Data or Outputs to train or fine-tune our models, create training datasets, or otherwise improve model parameters unless a separate written agreement expressly authorizes that use. We may use service telemetry that does not include Customer Data or Outputs, such as job timings, error rates, and usage metrics, to operate, secure, analyze, and improve the Services.

Confidentiality

Each party may receive nonpublic business, research, security, or technical information of the other party ("Confidential Information"). Customer Data and Outputs are your Confidential Information. The receiving party will use the other party's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and sub-processors who need it for that purpose and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public without breach, was known to the receiver before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party. A party compelled by law to disclose Confidential Information will give the other party prior notice where legally permitted. On written request, each party will return or delete the other's Confidential Information, subject to the retention periods described in our Privacy Policy and to legal obligations. Trade secrets are protected for as long as they remain trade secrets; other Confidential Information is protected for five years after disclosure.

Outputs

As between you and Strand AI, you own the results the Services generate from your Customer Data ("Outputs"), and we assign to you our rights, if any, in those Outputs to the extent such rights exist. Subject to these Terms, you may use, reproduce, modify, publish, and share Outputs with collaborators, and incorporate them into your lawful research and development activities, including commercial programs. Outputs are probabilistic: they may not be unique to you, and they may vary between model versions. Your ownership of Outputs does not include any rights in the Services, our models, or improvements to them, and does not permit the extraction or replication uses prohibited under "Acceptable Use."

Our Intellectual Property

The Services, including our software, models, model parameters, interfaces, methods, and documentation, are owned by Strand AI and our licensors and are protected by intellectual-property laws. We retain all rights in the Services, our models, and improvements or derivatives of them, except to the extent a separate written agreement expressly provides otherwise. Except for the limited rights granted in these Terms, no rights in the Services are granted to you. Open-source software we publish, including our SDKs, is governed by the open-source licenses stated in the applicable repositories. If you give us feedback about the Services, we may use it without restriction or obligation to you.

Connected Applications

You may authorize third-party applications, including AI assistants, to access the Services through your Strand AI identity. Third-party applications are governed by their own terms and privacy policies, and we are not responsible for them. You can revoke a connected application's access at any time from your Strand AI account settings. Revoking access stops future access but does not retrieve or delete information the application has already received.

Your Representations and Indemnification

You represent and warrant that:

• You have all rights, authorizations, and consents, and, where applicable, institutional, ethics, or IRB approvals, needed for Customer Data and for us to process it as described in these Terms;
• Customer Data and your use of the Services do not violate applicable law, confidentiality obligations, or third-party rights;
• You will not upload health information prohibited under these Terms;
• You will not use the Services or Outputs for clinical decision-making about any individual person.

You will defend and indemnify Strand AI against third-party claims, and resulting damages, costs, and reasonable attorneys' fees, arising from Customer Data, your use of the Services in violation of these Terms, or your breach of the representations above, provided that we notify you promptly of the claim and reasonably cooperate with your defense.

Warranty Disclaimer

The Services and all Outputs are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including any warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement. Model-generated results are predictions: we do not warrant that they are accurate, complete, or suitable for any particular purpose, and you are responsible for independently validating any result before relying on it.

Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or data, arising out of or related to the Services or these Terms, even if advised of the possibility of such damages. To the maximum extent permitted by law, Strand AI's total liability arising out of or related to the Services or these Terms will not exceed the greater of the amounts you paid to us for the Services in the twelve months before the event giving rise to the claim or one hundred US dollars (US$100). These limitations do not apply to your indemnification and payment obligations, or to liability that cannot be limited under applicable law, including liability for fraud, willful injury, gross negligence, or willful violation of law.

Term, Termination, and Data Export

These Terms apply for as long as you use the Services. You may stop using the Services at any time, and organization administrators may close their organization's account. We may suspend or terminate access to the Services for breach of these Terms, including uploads of prohibited data or clinical use, for security reasons, or where required by law; where practical, we will notify you first.

After ordinary termination or account closure, your organization has 30 days to export its Customer Data and Outputs, after which we will delete them, along with backups, security logs, and billing records, on the schedules described in our Privacy Policy and as required by law. We may delete data immediately where necessary for security or legal reasons. Your rights in Outputs you have already downloaded survive termination. The Services are not an archival service; keep independent copies of data and Outputs you need. Sections that by their nature should survive termination, including those covering your data, confidentiality, intellectual property, indemnification, disclaimers, limitation of liability, and governing law, survive.

Service Levels, Support, and Changes to the Services

We do not commit to a service-level agreement under these Terms; uptime and support commitments, if any, are set out in a separate written agreement. For support, contact support@strandai.com.

The Services evolve: we may add, change, or remove features, models, markers, and APIs. Where practical, we will give reasonable advance notice of material, backward-incompatible API changes. Features identified as beta or preview are provided as-is and may change or be withdrawn at any time.

Changes to These Terms

We may update these Terms from time to time. For material changes, we will give at least 30 days' notice before they take effect, such as by posting on our website and emailing account holders, and the changes will apply prospectively. Where a change materially affects your data rights, fees, or dispute terms, we will ask you to accept the updated Terms. Changes may take effect immediately where reasonably necessary to comply with law or to address security or abuse. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and each party consents to venue there.

General

• Export compliance: You may not use the Services in violation of United States export-control or sanctions laws, and you represent that you are not located in an embargoed jurisdiction or named on a restricted-party list.
• Assignment: Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Force majeure: Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.
• Entire agreement and order of precedence: These Terms, together with the policies they reference, are the entire agreement between you and Strand AI for the Services. If your organization has separate written agreements with us, each controls within its subject matter: a business associate agreement controls protected health information; a data-processing agreement controls personal-data processing; an order form controls the commercial scope and deliverables it expressly identifies; and a master services agreement controls other negotiated terms. These Terms apply where those agreements do not. Terms in your purchase orders or similar documents do not apply.
• Severability and waiver: If a provision is found unenforceable, it will be limited or severed and the rest of the Terms remain in effect. A failure to enforce a provision is not a waiver.
• Notices: We may provide notices through the Services or to the email address on your account. Legal notices to Strand AI should go to support@strandai.com.
• No third-party beneficiaries: These Terms create no rights for any third party.

Contact Us

Strand AI Bio Corp. is a Delaware corporation. Questions about these Terms: support@strandai.com. Security reports: security@strandai.com. Privacy questions and requests are handled as described in our Privacy Policy.