See you at Cyto! Join us on June 2 from 4:30-7:30PM at the Magnolia Hotel for Ozette Resolve: an Unmixing Mixer
See you at Cyto! Join us on June 2 from 4:30-7:30PM at the Magnolia Hotel for Ozette Resolve: an Unmixing Mixer
1.1 ToS Formation. These Terms of Service (“ToS”) constitute a legally binding contract between Ozette Technologies, Inc., a Delaware corporation (“Ozette,” “we,” “us,” or “our”), and you, whether as an individual or on behalf of an entity (“Customer,” “you,” or “your”). This ToS governs your access to and use of Ozette’s proprietary software platforms, services, and related offerings, including Customer-specific results dashboards customized for visualization of Customer data and results and Ozette Resolve, the adaptive, cloud-native software solution for analyzing spectral cytometry data (collectively, the “Services”).
1.2 Methods of Acceptance. You accept and agree to be bound by this ToS by: (a) clicking “I Accept,” “I Agree,” or similar affirmative action in any user interface; (b) executing an order form that references this ToS; (c) accessing or using any of the Services; (d) creating an account; or (e) making any payment for Services. If you do not agree to all terms of this ToS, you are prohibited from accessing or using the Services.
1.3 Authority and Capacity. You represent and warrant that: (i) you have the legal capacity and authority to enter into this ToS; (ii) if acting on behalf of an entity, you are duly authorized to bind such entity to this ToS; and (iii) your execution and performance of this ToS will not violate any applicable law or contractual obligation.
1.4 Enterprise Account Hierarchy. If you access Services through an enterprise account governed by a separate Master Services ToS or similar contract between your organization and Ozette (“Enterprise Agreement”), the terms of such Enterprise Agreement shall control in the event of any conflict with this ToS.
“Applicable Laws” means all federal, state, local, and international laws, statutes, ordinances, rules, regulations, orders, judgments, decrees, and other legal requirements applicable to a party’s performance under this ToS.
“Authorized Purposes” means the legitimate research, educational, and scientific purposes for which Customer is permitted to use the Services, specifically excluding diagnostic procedures, clinical decision-making, or any use that could reasonably affect human health outcomes.
“Authorized Users” means Customer’s employees, contractors, or agents who are authorized by Customer to access and use the Services on Customer’s behalf and who have agreed to comply with this ToS.
“Confidential Information” means all proprietary, confidential, or trade secret information disclosed by either party, whether written, oral, or electronic, including but not limited to business plans, technical data, customer information, financial information, and any information marked or identified as confidential.
“Customer Data” means all data, content, files, information, and materials submitted, uploaded, or otherwise provided to Ozette by or on behalf of Customer through the Services.
“Documentation” means Ozette’s standard user manuals, technical specifications, API documentation, and other materials provided by Ozette relating to the Services.
“Harmful Code” means any virus, worm, Trojan horse, ransomware, spyware, adware, or other malicious code designed to disrupt, disable, harm, or impair the operation of any computer software or hardware.
“PHI” means protected health information as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations and personal data concerning health as defined under the General Data Protection Regulation.
“Platform” means Ozette’s proprietary cloud-based software platforms and associated technologies made available to Customer.
“Results” means the outputs, analyses, correlations, insights, and reports generated by the Platform through processing of Customer Data.
3.RESEARCH USE LIMITATION AND PHI RESTRICTIONS
3.1 Research Use Only. THE SERVICES, INCLUDING THE PLATFORM AND ALL DELIVERABLES, ARE PROVIDED FOR RESEARCH USE ONLY AND ARE NOT INTENDED, DESIGNED, OR CLEARED FOR USE IN DIAGNOSTIC PROCEDURES, CLINICAL DECISION-MAKING, OR MEDICAL TREATMENT. THE PERFORMANCE CHARACTERISTICS OF THE SERVICES HAVE NOT BEEN ESTABLISHED FOR CLINICAL OR DIAGNOSTIC USE. Customer acknowledges and agrees that the Services shall not be used for any purpose that could directly or indirectly affect patient care, medical diagnosis, or clinical outcomes.
3.2 PHI Prohibition. Unless agreed otherwise in writing, Customer shall not submit, upload, or otherwise provide PHI or personal data concerning health to Ozette through the Services unless both of the following conditions are satisfied: (i) Ozette has provided written acknowledgment that PHI or personal data concerning health is required for the specific Services requested by Customer; and (ii) Customer and Ozette have executed a separate business associate agreement compliant with HIPAA requirements. Any submission of PHI or personal data concerning health without meeting these conditions constitutes a material breach of this ToS and may violate applicable privacy laws.
3.3 Data De-identification Requirement. All Customer Data must be de-identified in accordance with applicable de-identification standards, including 45 CFR § 164.514. Customer Data shall not contain personally identifiable information of research participants or any information that could reasonably be used to identify specific individuals.
3.4 Regulatory Compliance Disclaimer. Ozette does not provide legal, clinical, regulatory, or compliance advice. Customer is solely responsible for ensuring that its use of the Services complies with all Applicable Laws, including but not limited to FDA regulations, clinical trial protocols, data protection laws, and institutional review board requirements.
4.1 Limited License Grant. Subject to Customer’s compliance with this ToS and payment of applicable fees, Ozette grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the applicable term to: (a) access and use the Services solely for Authorized Purposes; and (b) permit Authorized Users to access and use the Services in accordance with this ToS.
4.2 License Restrictions. Customer shall not, and shall not permit any third party to: (i) use the Services for any purpose other than Authorized Purposes; (ii) reverse engineer, decompile, disassemble, or attempt to derive source code from the Services; (iii) modify, adapt, translate, or create derivative works of the Services; (iv) remove, alter, or obscure any proprietary notices on the Services; (v) use the Services to develop competing products or services; (vi) access the Services through unauthorized means or circumvent security measures; (vii) use automated means to access the Services except through authorized APIs; (viii) interfere with or disrupt the Services or servers/networks connected to the Services; or (ix) use the Services in violation of any Applicable Laws.
4.3 Account Security. Customer is responsible for maintaining the confidentiality of all login credentials and for all activities occurring under Customer’s account. Customer shall immediately notify Ozette of any unauthorized use of its account or any other security breach.
5.1 Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Ozette a limited, non-exclusive license to use, process, store, and transmit Customer Data solely to provide the Services and perform Ozette’s obligations under this ToS.
5.2 Customer Data Representations. Customer represents and warrants that: (i) it has all necessary rights, licenses, and permissions to provide Customer Data to Ozette; (ii) Customer Data does not violate any third-party rights or Applicable Laws; (iii) Customer Data is properly de-identified and does not contain PHI (except as permitted under Section 3.2); and (iv) all necessary consents and approvals have been obtained for the submission and use of Customer Data.
5.3 Results Ownership. Customer owns all Results generated from Customer Data, subject to Ozette’s underlying intellectual property rights in the Platform and Services.
5.4 Data Processing. Customer acknowledges and consents to Ozette’s use of anonymized data for platform improvement purposes and legitimate business purposes. Data will be anonymized to be compliant with GDPR and HIPPA recommendations.
5.5 Data Retention and Deletion. Ozette may retain Customer Data for the duration of the applicable service term plus ninety (90) days, after which Ozette may delete Customer Data in accordance with its standard data retention policies unless Customer requests data export or destruction. Customer acknowledges that data recovery may not be possible after deletion.
6.1 Permitted Uses. Customer may use the Services solely for: (a) legitimate research and educational purposes; (b) analysis of properly de-identified scientific data; and (c) collaboration with authorized personnel on research projects within the scope of Authorized Purposes.
6.2 Prohibited Conduct. Customer shall not, and shall not permit any third party to: (i) use the Services for diagnostic procedures, medical treatment, or clinical decision-making; (ii) submit false, fraudulent, misleading, or harmful data; (iii) violate any third-party intellectual property rights; (iv) engage in any unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable conduct; (v) transmit or upload Harmful Code; (vi) engage in spamming or unsolicited communications; (vii) impersonate any person or entity; (viii) attempt to gain unauthorized access to other accounts or systems; or (ix) use the Services as a service bureau for third parties without Ozette’s written consent.
6.3 Enforcement. Ozette reserves the right to investigate suspected violations of this ToS and to take appropriate action, including suspension or termination of Services, with or without notice.
7.1 Fees and Payment Terms. Customer shall pay all fees specified in the applicable order form or pricing page. Unless otherwise specified, fees are payable net thirty (30) days from the invoice date. Ozette may suspend Services for overdue payments after providing ten (10) days written notice.
7.2 Fee Changes. Ozette may modify fees for Services with sixty (60) days prior written notice. Fee changes will take effect upon the next renewal term unless Customer terminates this ToS before the renewal date.
7.3 Taxes. Customer is responsible for all taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”) relating to Customer’s use of the Services, excluding taxes based on Ozette’s net income. If Ozette is required to pay or collect Taxes for which Customer is responsible, Customer shall reimburse Ozette for such Taxes.
7.4 Late Payment. Overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower.
7.5 No Refunds. Except as expressly provided in this ToS or required by law, all fees are non refundable, and all commitments are non-cancellable.
8.1 Ozette IP. Ozette retains all right, title, and interest in and to the Services, Platform, Documentation, and all intellectual property rights therein, including all improvements, enhancements, modifications, and derivative works. This ToS grants Customer no rights in Ozette’s intellectual property except as expressly stated herein.
8.2 Feedback. Any suggestions, ideas, enhancement requests, feedback, complaints or other information provided by Customer regarding the Services (“Feedback”) shall be owned by Ozette. Customer hereby assigns to Ozette all rights in Feedback and waives any moral rights or attribution rights relating thereto.
8.3 Third-Party Rights. Customer acknowledges that the Services may incorporate third-party software or services subject to separate license terms, which are incorporated herein by reference.
9.1 Confidentiality Obligations. Each party acknowledges that it may have access to Confidential Information of the other party. Each party agrees to: (i) maintain Confidential Information in strict confidence; (ii) use Confidential Information solely for purposes authorized under this ToS; (iii) not disclose Confidential Information to third parties without prior written consent; and (iv) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
9.2 Exceptions. The confidentiality obligations in Section 9.1 shall not apply to information that: (i) is or becomes publicly available through no breach of this ToS; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided the disclosing party gives reasonable advance notice to allow the other party to seek protective relief.
9.3 Customer Data Confidentiality. Customer Data shall be deemed Confidential Information of Customer. Ozette’s Platform, algorithms, and business information shall be deemed Confidential Information of Ozette.
10.REPRESENTATIONS AND WARRANTIES
10.1 Mutual Representations. Each party represents and warrants that: (i) it has full corporate power and authority to enter into this ToS; (ii) the execution and performance of this ToS will not violate any Applicable Laws or other contractual obligations; and (iii) this ToS constitutes a valid and binding obligation enforceable in accordance with its terms.
10.2 Customer Representations. Customer further represents and warrants that: (i) all Customer Data is lawfully obtained and properly de-identified; (ii) Customer has obtained all necessary consents and approvals for its use of the Services; (iii) Customer’s use of the Services will comply with all Applicable Laws; and (iv) Customer will not use the Services for any unlawful or prohibited purposes.
11.1 SERVICES PROVIDED “AS IS.” THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OZETTE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
11.2 NO WARRANTY OF RESULTS. OZETTE MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR UTILITY OF ANY RESULTS OR OUTPUT FROM THE SERVICES. CUSTOMER ACKNOWLEDGES THAT SCIENTIFIC RESEARCH INVOLVES INHERENT UNCERTAINTIES AND THAT RESULTS MAY VARY BASED ON DATA QUALITY, METHODOLOGY, AND OTHER FACTORS.
11.3 NO UPTIME GUARANTEE. WHILE OZETTE USES COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN SERVICE AVAILABILITY, OZETTE DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
12.1 Ozette Indemnification. Ozette shall defend, indemnify, and hold harmless Customer from and against any third-party claims alleging that Customer’s authorized use of the Services infringes any U.S. patent, copyright, or trademark, provided that Customer: (i) promptly notifies Ozette in writing of the claim; (ii) grants Ozette sole control of the defense and settlement; and (iii) provides reasonable cooperation. This indemnification shall not apply to claims arising from: (a) Customer Data; (b) Customer’s unauthorized use or modification of the Services; (c) combination of the Services with non-Ozette products; or (d) Customer’s continued use after receiving notice to discontinue use.
12.2 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Ozette from and against any third-party claims arising from or relating to: (i) Customer Data; (ii) Customer’s breach of this ToS; (iii) Customer’s violation of Applicable Laws; or (iv) Customer’s negligent or wrongful acts or omissions.
12.3 Indemnification Procedures. The indemnified party shall provide prompt written notice of any claim subject to indemnification. The indemnifying party shall have the right to control the defense and settlement of such claims, provided that settlements requiring non-monetary obligations of the indemnified party require prior written consent.
13.1 LIMITATION OF DAMAGES. EXCEPT FOR LIABILITIES THAT CANNOT BE LIMITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 MONETARY LIMITATION. EXCEPT FOR LIABILITIES THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO OZETTE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
13.3 ESSENTIAL TERMS. THE LIMITATIONS SET FORTH IN THIS SECTION 13 ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14.PRIVACY AND DATA PROTECTION
14.1 Privacy Policy. Ozette’s collection and use of personal information is further outlined ing Ozette’s Privacy Policy, available at ozette.com/privacy-policy.
14.2 Data Security. Ozette implements reasonable technical, administrative, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. However, no security system is impenetrable, and Ozette cannot guarantee absolute security.
14.3 Data Breach Notification. Ozette shall notify Customer without unreasonable delay upon becoming aware of any unauthorized access to or disclosure of Customer Data, and shall cooperate with Customer in investigating and remediating such incidents.
15.TERM AND TERMINATION
15.1 Term. This ToS commences on the Effective Date and continues until terminated in accordance with its terms. Individual service subscriptions shall have the term specified in the applicable order form.
15.2 Termination for Cause. Either party may terminate this ToS immediately upon written notice if the other party: (i) materially breaches this ToS and fails to cure such breach within sixty (60) days after written notice; or (ii) becomes subject to bankruptcy, insolvency, reorganization, liquidation, or similar proceedings.
15.3 Termination for Convenience. Ozette may terminate this ToS for convenience upon sixty (60) days prior written notice.
15.4 Effect of Termination. Upon termination: (i) all rights and licenses granted hereunder shall immediately cease; (ii) Customer shall cease all use of the Services; (iii) each party shall return or destroy all Confidential Information of the other party; and (iv) Customer shall pay all accrued fees and charges.
15.5 Data Export. Upon termination, Customer may request export of Customer Data for a period of thirty (30) days, after which Ozette may delete all Customer Data in accordance with its standard deletion procedures.
15.6 Survival. The following sections shall survive termination: Sections 2 (Definitions), 5.1 (Customer Data Ownership), 8 (Intellectual Property), 9 (Confidentiality), 11 (Disclaimers), 12 (Indemnification), 13 (Limitation of Liability), and 16 (General Provisions).
16.1 Governing Law. This ToS shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of laws principles.
16.2 Dispute Resolution. Any dispute arising out of or relating to this ToS shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Seattle, Washington. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
16.3 Class Action Waiver. Each party waives any right to pursue disputes on a class-wide basis; all disputes must be brought in the parties’ individual capacities only.
16.4 Export Control. Customer acknowledges that the Services may be subject to U.S. export control laws and regulations. Customer shall comply with all applicable export control laws and shall not export, re-export, or transfer the Services to prohibited countries, entities, or individuals.
16.5 Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, labor disputes, or government actions.
16.6 Notices. All notices required under this ToS must be in writing and delivered by certified mail, overnight courier, or email (with delivery confirmation) to the addresses specified in the account information or order form.
16.7 Assignment. Neither party may assign this ToS without the prior written consent of the other party, except that either party may assign this ToS in connection with a merger, acquisition, or sale of all or substantially all of its assets.
16.8 Severability. If any provision of this ToS is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be replaced with an enforceable provision that most closely reflects the original intent.
16.9 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default. All waivers must be in writing and signed by the waiving party.
16.10 Independent Contractors. The parties are independent contractors. This ToS does not create any partnership, joint venture, agency, or employment relationship between the parties.
16.11 Entire Agreement. This ToS, together with any incorporated order forms and the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, agreements, and understandings; provided, however, that an Enterprise Agreement shall control in the event of any conflict with this ToS. This ToS may only be amended by a written instrument signed by both parties.
Contact Information: If there are any questions regarding this ToS, please contact us at support@ozette.com.
By using the Services, you acknowledge that you have read, understood, and agree to be bound by this ToS.
Effective Date: September 4, 2025