Terms and Conditions

1. Definitions

1.1 “Application” means the BioAna Hub software platform, including its associated documentation, sample and synthetic data sets, and related materials made available to Customer during the Trial Period.

1.2 “Authorized User” means an employee or contractor of Customer who is individually designated by Customer to access the Application during the Trial Period and who has agreed to comply with these Trial Terms.

1.3 “Confidential Information” has the meaning given in Section 8.1.

1.4 “Demo Data” has the meaning given in Section 5.1.

1.5 “Trial Environment” means the specific instance of the Application made available to Customer for evaluation under these Trial Terms.

1.6 “Trial Period” has the meaning given in Section 3.1.

2. Grant of Trial Access

2.1 Discretionary Approval. Submitting a request for trial access does not, by itself, entitle the requesting individual or entity to receive it. Company may approve, deny, condition, limit, or revoke any request for trial access — including as to the identity or affiliation of the requester, the number of Authorized Users, the scope of features made available, or the duration of the Trial Period — in Company's sole discretion, for any reason or no reason, without liability to the requesting party.

2.2 License Grant. Subject to Customer's compliance with these Trial Terms, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right for its Authorized Users to access and use the Application, on a read-only basis, during the Trial Period, solely for Customer's internal evaluation of the Application's features and capabilities (the “Permitted Purpose”).

2.3 Read-Only Access. Trial access granted under these Trial Terms is read-only. Features that would otherwise allow a user to create, edit, upload, import, delete, approve, disposition, or otherwise modify data or records may be visible but disabled, restricted, or simulated in the Trial Environment. Company may restrict or disable any such feature at its discretion and without notice.

2.4 No Production Use. The Application, as made available under these Trial Terms, is provided solely for evaluation and must not be used for production, commercial, clinical, manufacturing, or regulatory purposes of any kind.

2.5 Reservation of Rights. All rights not expressly granted to Customer in these Trial Terms are reserved by Company.

3. Trial Period

3.1 Duration. Trial access begins on the date Customer first accesses the Application, or such other date specified by Company in writing, and continues for fourteen (14) calendar days (the “Trial Period”), unless earlier terminated under Section 12.

3.2 Automatic Expiration. Upon expiration of the Trial Period, Customer's access to the Application will automatically and immediately terminate. Company is not obligated to provide advance notice of expiration, although it may choose to do so.

3.3 No Automatic Conversion. These Trial Terms do not, by themselves, obligate either party to enter into a paid subscription or other commercial arrangement. Any continued or paid access to the Application following the Trial Period requires a separate, mutually executed written agreement.

3.4 No Extension by Use. Continued access to or use of the Application after the Trial Period expires, whether or not authorized by Company, does not extend the Trial Period or create any right to continued access.

4. Acceptable Use and Restrictions

4.1 Customer shall not, and shall not permit any Authorized User or third party to: (a) attempt to gain write, edit, import, or administrative access to the Application, or attempt to circumvent any read-only restriction or other technical limitation; (b) copy, modify, translate, or create derivative works based on the Application; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Application, except to the extent such restriction is prohibited by applicable law; (d) use the Application to build, or to assist a third party in building, a competing or similar product or service, or perform any competitive analysis or benchmarking of the Application without Company's prior written consent; (e) resell, sublicense, rent, lease, lend, distribute, or otherwise make the Application available to any third party; (f) share Authorized User credentials with anyone who is not that Authorized User, or permit concurrent use of a single set of credentials by multiple individuals; (g) use the Application in violation of applicable law, or to store or transmit unlawful, infringing, or harmful content; (h) interfere with or disrupt the integrity or performance of the Application, or attempt to gain unauthorized access to it or its related systems or networks; (i) remove, obscure, or alter any proprietary notice on or in the Application; or (j) take or permit any screenshot, screen recording, photograph, video, or other reproduction of the Application, or disclose, publish, or share any such reproduction, or otherwise describe or disclose the existence, appearance, features, functionality, or performance of the Application, to any person who is not an Authorized User, without Company's prior written consent.

4.2 Customer is responsible for all activity occurring under its Authorized Users' access and for each Authorized User's compliance with these Trial Terms.

5. Trial Environment and Data

5.1 Synthetic Data Only. The Trial Environment is populated solely with synthetic, fictional, and/or de-identified demonstration data created for evaluation purposes (“Demo Data”). Demo Data does not represent real products, processes, batches, patients, or outcomes, and must not be relied upon as accurate, complete, or representative of any real-world scientific, manufacturing, or clinical result.

5.2 No Customer Data Upload. Trial access under these Trial Terms does not permit, and Customer shall not upload, import, or otherwise input, any of Customer's own data — including proprietary, confidential, or personal data — into the Trial Environment. If Company enables such functionality for a particular trial, it will do so only under a separate written addendum addressing data ownership, handling, and deletion.

5.3 No Data Retention Obligation. Company has no obligation to retain, back up, or provide Customer with any copy of data, configuration, or output generated within the Trial Environment following expiration or termination of the Trial Period.

5.4 Privacy. Company's collection and use of personal information about Authorized Users in connection with registration for and use of the trial (such as name, business email address, and usage data) is described in Company's Privacy Policy, available at /privacy, which is incorporated into these Trial Terms by reference.

6. No Reliance; No Regulatory or GxP Use

6.1 Customer acknowledges that the Application — including any calculation, analysis, report, dashboard, or natural-language response generated by any feature of the Application, including any AI-assisted or automated feature — is provided during the Trial Period for demonstration and evaluation purposes only.

6.2 Customer shall not use, and shall not permit any Authorized User to use, the Application or any of its output during the Trial Period as a basis for any actual manufacturing, process development, batch disposition, quality release, deviation, CAPA, regulatory submission, clinical, or other decision affecting real products, patients, or regulated activities. The Application has not been validated for such use during the Trial Period, and Company makes no representation that it is suitable for such use.

6.3 Customer is solely responsible for independently verifying any information before relying on it for any purpose.

7. Intellectual Property

7.1 Company and its licensors retain all right, title, and interest in and to the Application, including all software, technology, documentation, and content made available as part of it, and all intellectual property rights therein. Nothing in these Trial Terms transfers any such right, title, or interest to Customer.

7.2 Feedback. If Customer provides Company with suggestions, comments, or other feedback about the Application (“Feedback”), Company may use and incorporate that Feedback into the Application or any other Company product or service without restriction or obligation to Customer.

8. Confidentiality

8.1 “Confidential Information” means non-public information disclosed by one party to the other in connection with these Trial Terms, including the Application's visual appearance, non-public features, functionality, performance, and output, any screenshots, recordings, or other reproductions of the Application (regardless of who creates them), and pricing, and the terms of these Trial Terms — but excluding information that: (a) is or becomes public through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

8.2 Each party shall use the other party's Confidential Information solely to exercise its rights and perform its obligations under these Trial Terms, and shall protect it with at least the same degree of care it uses for its own confidential information of similar importance, but no less than reasonable care.

8.3 A party may disclose Confidential Information to the extent required by law or legal process, provided it gives the other party reasonable advance notice where legally permitted.

9. Disclaimer of Warranties

9.1 THE APPLICATION IS PROVIDED DURING THE TRIAL PERIOD “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2 Company does not warrant that the Application will be uninterrupted, error-free, or secure, or that any data or output will be accurate or complete. Company may modify, suspend, or discontinue the Trial Environment, in whole or in part, at any time without liability.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TRIAL TERMS OR THE APPLICATION, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TRIAL TERMS OR THE APPLICATION WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). BECAUSE TRIAL ACCESS IS PROVIDED FREE OF CHARGE, THIS LIMIT REFLECTS THE PARTIES' AGREED ALLOCATION OF RISK.

10.3 The limitations in this Section 10 do not apply to: (a) a party's breach of Section 8 (Confidentiality); (b) Customer's breach of Section 4 (Acceptable Use) or Section 6 (No Reliance; No Regulatory or GxP Use); or (c) either party's liability for fraud, gross negligence, willful misconduct, or death or personal injury caused by its negligence, to the extent such exclusion is prohibited by applicable law.

11. Indemnification

11.1 Customer shall defend, indemnify, and hold harmless Company and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of Customer's or any Authorized User's breach of these Trial Terms, misuse of the Application, or violation of applicable law.

12. Term and Termination

12.1 Term. These Trial Terms are effective as of the date Customer accepts them and continue until the earlier of (a) expiration of the Trial Period under Section 3, or (b) termination under this Section 12.

12.2 Termination for Convenience. Company may suspend or terminate Customer's access to the Application, and these Trial Terms, at any time, for any reason or no reason, with or without notice.

12.3 Termination for Cause. Either party may terminate these Trial Terms immediately on written notice if the other party materially breaches these Trial Terms and, to the extent curable, fails to cure the breach within five (5) days after receiving notice of it.

12.4 Effect of Termination. On expiration or termination of these Trial Terms for any reason, Customer's access to the Application will immediately cease, and Customer shall immediately stop all use of the Application. Sections 1, 5.3, 6, 7, 8, 9, 10, 11, this Section 12.4, and Sections 13 through 17 survive any expiration or termination.

13. No Support; No Service Levels

13.1 Company has no obligation to provide technical support, maintenance, or any service-level commitment (including any uptime or availability commitment) for the Application during the Trial Period. Company may, at its discretion, provide informal assistance to Customer during the trial.

14. Compliance with Laws; Export Control

14.1 Each party shall comply with all applicable laws and regulations in connection with its performance under these Trial Terms, including applicable export control and economic sanctions laws. Customer represents that it is not located in, and will not access the Application from, any country or region subject to comprehensive U.S. trade sanctions, and is not a person or entity subject to such sanctions.

15. Publicity

15.1 Neither party may use the other party's name, logo, or trademarks, or otherwise publicly refer to the trial relationship, in any press release or marketing material without the other party's prior written consent, except that Company may identify Customer by name in an internal or investor-facing customer or pipeline list.

16. Governing Law and Dispute Resolution

16.1 These Trial Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

16.2 The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any dispute arising out of or relating to these Trial Terms, and each party waives any objection to such jurisdiction or venue.

17. General Provisions

17.1 Entire Agreement. These Trial Terms constitute the entire agreement between the parties regarding trial access to the Application and supersede all prior or contemporaneous understandings on that subject. If these Trial Terms conflict with a trial order form or cover sheet, the order form or cover sheet controls solely as to trial-specific details (such as duration and Authorized Users), and these Trial Terms control as to all other matters.

17.2 Amendment. Company may update these Trial Terms from time to time by posting a revised version through the Application or otherwise notifying Customer. Continued use of the Application after such notice constitutes acceptance of the revised terms.

17.3 Assignment. Customer may not assign or transfer these Trial Terms, in whole or in part, without Company's prior written consent. Company may assign these Trial Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

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

17.5 Waiver. No failure or delay by either party in exercising any right under these Trial Terms operates as a waiver of that right.

17.6 No Partnership. Nothing in these Trial Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

17.7 Notices. Notices under these Trial Terms must be in writing and delivered to the addresses on file for each party, or, for Company, to hello@openana.ai.

17.8 Electronic Acceptance. Customer agrees that clicking “I Agree” (or a similarly worded acceptance control) constitutes Customer's electronic signature and acceptance of these Trial Terms, and is legally equivalent to a handwritten signature.

17.9 Capacity. The individual accepting these Trial Terms represents that they are at least eighteen (18) years old (or the age of majority in their jurisdiction, if higher), have the legal capacity to enter into these Trial Terms, and, if accepting on behalf of an organization, have authority to bind that organization to these Trial Terms.