Terms of Service

Effective Date: March 30, 2026

Last Updated: March 30, 2026

1. Acceptance of Terms

These Terms of Service ("Terms") are entered into between Aimwell Partners Inc., a Delaware corporation ("AimwellBio," "we," "us," or "our"), and the organization accessing or using the AimwellBio platform ("Client," "you," or "your"). By accessing, registering for, or using the AimwellBio platform (the "Service"), you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service. Your use of the Service also constitutes acceptance of our Privacy Policy, available at privacy.html.

If you are accessing the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Service

AimwellBio provides a cloud-based software-as-a-service (SaaS) platform designed to deliver advanced biopharma intelligence to support organizational decision-making. The platform integrates proprietary data sources, scientific analysis, and machine intelligence to generate intelligence outputs across four subscription tiers:

Signal: Core competitive monitoring and market tracking for research-stage organizations
Shield: Regulatory intelligence, compliance monitoring, and risk assessment for clinical and commercial organizations
Command: Advanced portfolio analytics, pipeline intelligence, and strategic forecasting for development and commercial operations
Enterprise: Custom solutions, dedicated support, advanced integrations, and tailored analytics for enterprise biopharma organizations

The Service is provided on a subscription basis and may be updated, modified, or supplemented at any time. AimwellBio is not responsible for the performance or availability of third-party services or data sources upon which the Service relies.

3. Account Registration and Security

3.1 Registration Requirements

To use the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to maintain the accuracy of such information. You are solely responsible for maintaining the confidentiality of your account credentials, including your password, and for all activities that occur under your account.

3.2 Password and Access Control

You agree to use a strong password and to change it regularly. You are responsible for any unauthorized use of your account that results from your failure to maintain adequate security of your credentials. You agree to notify AimwellBio immediately at corporate@aimwellbio.com if you become aware of any unauthorized access to your account.

3.3 One User Per Seat

Each subscription tier grants your organization a specific number of user seats, as detailed in your subscription agreement. Each seat may be used by only one individual at a time. You agree not to share credentials or allow multiple individuals to use a single seat. Unauthorized sharing of seats constitutes a material breach of these Terms.

4. Subscription Plans and Payment

4.1 Subscription Tiers

Your subscription to the Service is governed by the terms of the applicable subscription agreement for your selected tier (Signal, Shield, Command, or Enterprise). Each tier includes a defined set of features, data access, number of users, and support levels. Pricing, features, and terms specific to each tier are available at our website and in your subscription agreement.

4.2 Billing and Payment

You authorize AimwellBio to charge the payment method provided by you (processed through Stripe or other third-party payment processors) for your subscription fees according to the billing cycle specified in your subscription agreement. Billing occurs at the beginning of each billing period (monthly or annually, as applicable). You are responsible for ensuring that your payment method remains valid and current.

4.3 Auto-Renewal

Your subscription will automatically renew at the end of each billing period unless you cancel prior to the renewal date. You will be charged the subscription fee in effect at the time of renewal. By subscribing, you expressly authorize automatic renewals and agree that no additional authorization is required for subsequent renewal billing.

4.4 Cancellation

You may cancel your subscription at any time by providing written notice to corporate@aimwellbio.com or through the account settings in the Service. Cancellation becomes effective at the end of your current billing period. No refunds or credits are provided for partial months, unless otherwise required by applicable law. Upon cancellation, your access to the Service will cease at the end of the billing period.

4.5 Price Changes

AimwellBio reserves the right to change subscription fees upon thirty (30) days' written notice. If you do not accept a price increase, you may cancel your subscription before the new price takes effect. Continued use of the Service after the price change effective date constitutes your acceptance of the new pricing.

5. Permitted Use

The Service is licensed to you solely for your organization's internal business intelligence and decision-making purposes. You may use intelligence outputs to inform strategic, operational, and commercial decisions within your organization. Permitted use includes:

Internal analysis, research, and strategic planning
Sharing intelligence outputs among authorized users within your organization
Archiving and historical analysis for internal purposes
Integration with your internal systems and workflows for authorized employees

All use of the Service must comply with these Terms, applicable law, and the intellectual property rights of AimwellBio and third parties.

6. Prohibited Conduct

You agree not to, and agree to ensure that authorized users do not:

Use the Service for any illegal, fraudulent, or deceptive purpose, or in violation of any applicable law or regulation
Reproduce, distribute, transmit, perform, publish, or resell intelligence outputs or any portion of the Service outside your organization without AimwellBio's prior written consent
Engage in automated access, scraping, data mining, or any systematic extraction of data from the Service without authorization
Reverse engineer, decompile, disassemble, or attempt to discover the underlying source code, algorithms, or methodologies of the Service
Interfere with, disrupt, or gain unauthorized access to the Service, its infrastructure, or systems
Impersonate any person or entity or make false or misleading representations regarding your identity or authorization
Resell, sublicense, or offer the Service to any third party
Circumvent any technological measures, access controls, or authentication mechanisms protecting the Service
Introduce malware, viruses, or other harmful code into the Service
Use the Service to violate the privacy, intellectual property rights, or other rights of any third party

Violation of these prohibitions constitutes a material breach of these Terms and may result in immediate termination of your subscription, liability for damages, and referral to law enforcement.

7. Intellectual Property

7.1 AimwellBio Ownership

The Service, including all underlying technology, algorithms, methodologies, data compilations, software code, user interface, design, content, and intellectual property therein, is the exclusive property of AimwellBio or its licensors. AimwellBio retains all rights, title, and interest in the Service not expressly granted to you. Your subscription grants you a limited, non-exclusive, non-transferable license to access and use the Service according to these Terms.

7.2 Intelligence Outputs License

Intelligence outputs generated by the Service and delivered to you are licensed, not sold. You receive a non-exclusive, non-transferable, limited license to use outputs for your internal business purposes. You may not sell, transfer, redistribute, or sublicense outputs to any third party without AimwellBio's prior written consent. Selling, offering, or redistributing outputs, in whole or in part, constitutes a material breach and may result in legal action.

7.3 Client Data

You retain all right, title, and interest in any data, information, or materials you provide to AimwellBio in connection with your use of the Service ("Client Data"). By providing Client Data, you grant AimwellBio a limited license to use such data solely to deliver the Service and to improve the Service generally (in aggregated, anonymized, or de-identified form). Client Data will be treated as confidential in accordance with Section 9 below.

7.4 Feedback

Any feedback, suggestions, or comments you provide regarding the Service ("Feedback") may be used by AimwellBio at its sole discretion without obligation or compensation to you. AimwellBio assumes no obligation to implement, incorporate, or acknowledge Feedback.

8. Intelligence Outputs Disclaimer

CRITICAL DISCLAIMER: Intelligence outputs generated by the AimwellBio Service are informational and analytical in nature. Under no circumstances do outputs constitute any of the following:

Medical Advice: Outputs are not medical advice, clinical recommendations, or healthcare guidance. You may not rely on outputs for medical, clinical, or health-related decision-making. Any clinical, therapeutic, or medical decisions must be made by qualified healthcare professionals.
Regulatory Guidance: Outputs are not regulatory advice or compliance guidance. AimwellBio does not assume responsibility for regulatory compliance. You must consult with qualified regulatory counsel regarding all regulatory matters, filings, and compliance obligations.
Investment Advice: Outputs are not investment advice, financial recommendations, or stock market guidance. AimwellBio is not a licensed investment advisor. All investment decisions must be made independently and in consultation with qualified financial advisors.
Legal Counsel: Outputs are not legal advice. AimwellBio is not your legal counsel. All legal matters must be reviewed and advised upon by qualified legal counsel licensed in the applicable jurisdiction.

You acknowledge that AimwellBio outputs are based on data sources, algorithms, and methodologies that may contain inaccuracies, gaps, or limitations. Intelligence outputs are provided on an "as-is" basis. You are solely responsible for evaluating the accuracy, relevance, and applicability of outputs to your specific circumstances. All material outputs should be independently reviewed by qualified professionals in the relevant domain before reliance or implementation.

9. Confidentiality

9.1 Mutual Confidentiality

Each party agrees to maintain the confidentiality of any non-public information received from the other party ("Confidential Information") and to protect such information using the same degree of care it uses for its own confidential information, but in no case less than reasonable care.

9.2 Client Data Confidentiality

AimwellBio maintains Client Data in strict confidence. Except as required by law or court order, AimwellBio will not disclose Client Data to third parties. Client Data will be processed in accordance with AimwellBio's Privacy Policy and any executed Data Processing Agreement (DPA). Access to Client Data is limited to AimwellBio personnel with a need to know.

9.3 AimwellBio Methods and Confidentiality

You acknowledge that the Service incorporates AimwellBio's proprietary data sources, algorithms, methodologies, and analytical frameworks ("AimwellBio Confidential Information"). These elements are confidential and are protected trade secrets. You agree not to attempt to reverse engineer, disclose, or use AimwellBio Confidential Information outside the scope of your subscription.

9.4 Exceptions

Confidentiality obligations do not apply to information that: (a) is publicly available through no breach of these Terms; (b) is rightfully received by a party from a third party without confidentiality obligations; (c) must be disclosed by law, regulation, or court order, provided that the disclosing party gives prompt notice to allow the other party to seek protective measures; or (d) is independently developed without reliance on Confidential Information.

10. Data Protection

10.1 Privacy Policy

Your use of the Service is also governed by AimwellBio's Privacy Policy, available at privacy.html. The Privacy Policy describes how AimwellBio collects, uses, and protects personal data and information.

10.2 Data Processing Agreement

If you are a resident of the European Union, United Kingdom, California, or other jurisdiction with applicable data protection laws, AimwellBio will execute a Data Processing Agreement (DPA) in accordance with GDPR, CCPA, or applicable law. The DPA governs the processing of personal data and is available upon request at corporate@aimwellbio.com or at dpa.html.

10.3 HIPAA Business Associate Agreement

If your use of the Service involves healthcare data subject to the Health Insurance Portability and Accountability Act (HIPAA), AimwellBio will execute a Business Associate Agreement (BAA) with you. The BAA is available at baa.html and governs the handling of Protected Health Information (PHI).

10.4 Data Security

AimwellBio implements industry-standard technical, administrative, and physical safeguards designed to protect data against unauthorized access, disclosure, alteration, and destruction. However, no security measures are absolutely impenetrable. AimwellBio does not guarantee the absolute security of any data transmitted or stored through the Service.

11. Limitation of Liability

11.1 Limitation on Damages

EXCEPT AS PROVIDED IN SECTION 12 (INDEMNIFICATION) OR AS REQUIRED BY LAW, IN NO EVENT SHALL AIMWELLBIO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF USE, EVEN IF AIMWELLBIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability

AIMWELLBIO'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, YOUR USE OF THE SERVICE, OR ANY INTELLIGENCE OUTPUTS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES YOU HAVE PAID AIMWELLBIO IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. If you have paid no fees in the preceding twelve months, liability is limited to one hundred dollars ($100.00).

11.3 Exclusions from Liability

AIMWELLBIO SHALL NOT BE LIABLE FOR:

The content, accuracy, or completeness of intelligence outputs
Any reliance on, use of, or decisions made based on intelligence outputs
Third-party content, services, or links integrated with the Service
Interruptions, unavailability, or performance issues with the Service caused by factors outside AimwellBio's reasonable control (force majeure)
Your unauthorized disclosure of Client Data or outputs
Violations of these Terms or applicable law

12. Indemnification

12.1 Indemnification by Client

You agree to indemnify, defend, and hold harmless AimwellBio, its officers, directors, employees, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your use of the Service in violation of these Terms
Your violation of any applicable law or regulation
Your infringement or misappropriation of any third-party intellectual property rights
Client Data you provide or use through the Service
Your unauthorized disclosure or misuse of intelligence outputs
The combination of the Service with products, services, or data not provided by AimwellBio

12.2 Indemnification by AimwellBio

AimwellBio agrees to indemnify, defend, and hold harmless you from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from third-party claims that the Service, as provided by AimwellBio and used in accordance with these Terms, infringes or misappropriates any U.S. patent, copyright, or trade secret. AimwellBio's indemnification obligation does not apply if claims arise from your modification of the Service, use with non-AimwellBio products, or violation of these Terms.

12.3 Indemnification Procedures

The indemnified party must: (a) promptly notify the indemnifying party of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation in the defense. The indemnifying party shall not be liable for any settlement made without its prior written consent.

13. Term and Termination

13.1 Subscription Term

Your subscription to the Service becomes effective when you complete registration and begins on the start date specified in your subscription agreement. The subscription continues for the initial term specified (monthly or annually) and automatically renews for successive periods unless cancelled in accordance with Section 4.4 above.

13.2 Termination for Material Breach

Either party may terminate this subscription if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach. AimwellBio may terminate immediately without notice if you violate Section 5 (Permitted Use) or Section 6 (Prohibited Conduct).

13.3 Termination for Convenience

You may terminate your subscription at the end of any billing period by providing written notice at least thirty (30) days in advance. AimwellBio may terminate your subscription for convenience by providing sixty (60) days' written notice.

13.4 Effect of Termination

Upon termination or expiration of your subscription:

Your access to the Service ceases immediately (or at the end of the billing period for convenience terminations)
All licenses and rights granted under these Terms terminate
Client Data will be retained and deleted in accordance with the Privacy Policy and applicable retention obligations
Sections 1, 6, 7, 8, 9, 11, 12, 13.4, 14, 15, 16, 17, 18, and 19 survive termination
You are not entitled to refunds unless otherwise required by applicable law

14. Modifications to Terms

AimwellBio may modify these Terms from time to time. AimwellBio will provide you with at least thirty (30) days' written notice of any material changes via email or through the Service. Your continued use of the Service following the effective date of modified Terms constitutes your acceptance of the modifications. If you do not accept modified Terms, your sole remedy is to cancel your subscription in accordance with Section 4.4.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

16. Dispute Resolution

16.1 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, your use of the Service, or any intelligence outputs (each, a "Dispute") shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, except as provided below.

16.2 Arbitration Procedures

The arbitration shall be conducted by a single neutral arbitrator. The arbitrator shall apply Delaware law to resolve the Dispute. The arbitration shall be conducted in Wilmington, Delaware, unless the parties mutually agree otherwise. Each party shall bear its own attorneys' fees and costs, and the parties shall equally share the AAA administrative fees and the arbitrator's compensation, except as otherwise provided by law.

16.3 Exceptions

Notwithstanding the foregoing, the following matters are not subject to arbitration: (a) claims for injunctive or equitable relief to prevent infringement, misappropriation, or violation of intellectual property rights; (b) claims that can be brought in small claims court; and (c) disputes involving data privacy or security breaches that require regulatory involvement. AimwellBio may pursue injunctive relief in any court of competent jurisdiction without arbitration.

16.4 Class Action Waiver

YOU AND AIMWELLBIO AGREE THAT ANY DISPUTE SHALL BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION OR PROCEEDING. You agree not to participate in a class action, class arbitration, or representative proceeding against AimwellBio. If a Dispute cannot be arbitrated on an individual basis, it shall be brought in the state or federal courts located in Delaware.

17. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall continue in full force and effect. If a provision is found partially unenforceable, the provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the intent of the parties.

18. Entire Agreement

These Terms, including the Privacy Policy, any DPA, BAA, and your subscription agreement, constitute the entire agreement between you and AimwellBio regarding the Service and supersede all prior negotiations, understandings, and agreements, whether written or oral. No course of dealing, course of performance, or trade usage shall modify these Terms. If any conflict exists between these Terms and a separately executed subscription agreement, the subscription agreement shall control.

19. Contact Information

For questions regarding these Terms, requests for legal agreements, or to report a breach, please contact:

Legal Department
Aimwell Partners Inc.
Email: corporate@aimwellbio.com

For general inquiries, please visit our website at aimwellbio.com.