These Terms of Use ("Terms") constitute a legally binding agreement between you and Yashara Biosciences, Inc. ("Yashara," "we," "our," or "us") governing your access to and use of our website at yashara.us and our software products, including FluorocellAI, ComplianceCall, and PuroChem (collectively, the "Services").
By accessing or using the Services, you represent that you are at least 18 years of age, that you have the legal authority to agree to these Terms on behalf of yourself or the institution you represent, and that you agree to be bound by these Terms. If you do not agree, you must not use the Services.
For licensed product access, these Terms are supplemented by the applicable Order Form, Subscription Agreement, or Institutional License Agreement executed at the time of purchase (the "License Agreement"). In the event of a conflict between these Terms and a License Agreement, the License Agreement governs.
Yashara provides specialized software platforms for life sciences research and laboratory operations:
The Services are intended for use by qualified professionals in academic, clinical, government, and industrial laboratory settings. They are not intended for consumer use or for use by individuals without relevant professional training and institutional authorization.
3.1 License Grant. Subject to your compliance with these Terms and payment of applicable fees, Yashara grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal research, laboratory operations, or compliance management purposes during the subscription term.
3.2 Restrictions. You may not, and may not permit others to:
The Services, including all software, algorithms, models, databases, documentation, user interfaces, and associated intellectual property, are and remain the exclusive property of Yashara Biosciences, Inc. and its licensors. These Terms do not grant you any ownership interest in the Services.
Your scientific data — the microscopy images you process with FluorocellAI, the compliance records you maintain in ComplianceCall, and the chemical inventory data you manage in PuroChem — remains your property. Yashara does not claim any ownership interest in your scientific data. Our rights with respect to your data are limited to those necessary to provide the Services as described in our Privacy Policy.
Any feedback, suggestions, or feature requests you provide regarding the Services may be used by Yashara without obligation to you. If you provide feedback, you grant Yashara a perpetual, irrevocable, royalty-free license to use that feedback for any purpose.
FluorocellAI is a research tool for use by qualified scientists in non-clinical settings. It is not a FDA-cleared in vitro diagnostic (IVD) device. Segmentation outputs from FluorocellAI must not be used as the direct analytical basis for clinical diagnostic decisions without independent clinical validation and appropriate regulatory clearance. Users are responsible for validating the suitability of FluorocellAI's output for their specific scientific application.
ComplianceCall provides a platform and tools for managing CLIA compliance documentation. It does not constitute legal advice, regulatory advice, or a guarantee of compliance with any applicable regulation. Determinations about regulatory compliance for a specific laboratory must be made by qualified professionals — including Laboratory Directors, Technical Consultants, and legal counsel as appropriate — using the platform's tools and their own professional judgment. Yashara does not warrant that use of ComplianceCall will result in a finding of compliance by any regulatory surveyor or inspector.
PuroChem provides chemical hazard classification and toxicological data for informational purposes. This information is intended to support, not replace, the professional judgment of qualified chemical hygiene officers, toxicologists, and safety professionals. Users are responsible for verifying the current regulatory status of any chemical through primary regulatory sources and for making their own safety determinations in their specific laboratory context.
Access to paid Services requires a valid subscription. Subscription fees are specified in the applicable Order Form or at the time of purchase. Unless otherwise specified in a License Agreement, subscriptions renew automatically at the end of each subscription period until cancelled.
You may cancel your subscription at any time through your account management portal or by contacting us at billing@yashara.us. Cancellation takes effect at the end of the current billing period; we do not provide refunds for partial subscription periods except where required by applicable law or as expressly stated in your License Agreement.
Yashara reserves the right to modify subscription pricing with at least 60 days' prior written notice to affected subscribers. If you do not agree to a price change, you may cancel your subscription before the new price takes effect.
Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Yashara's confidential information includes, without limitation, our software source code, AI model architectures, pricing terms not publicly disclosed, and product roadmap information. Your confidential information includes your scientific data and institutional information not intended for public disclosure.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was independently developed without use of the other party's confidential information; (c) was rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order.
Yashara warrants that the Services will perform materially in accordance with the documentation during the applicable subscription term, and that it has the right to grant the licenses set forth herein. If the Services fail to meet this warranty, your exclusive remedy is, at Yashara's option, correction of the non-conforming functionality or a refund of fees paid for the affected period.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YASHARA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YASHARA DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ALL DEFECTS WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YASHARA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF YASHARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Yashara's total cumulative liability to you for all claims arising out of or related to these Terms or the Services, regardless of the form of action, will not exceed the amounts paid by you to Yashara in the twelve months preceding the claim giving rise to liability.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless Yashara, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation; (c) your infringement of any third-party intellectual property or other rights; or (d) your misrepresentation of your authority to enter into these Terms.
These Terms remain in effect for as long as you use the Services. Yashara may suspend or terminate your access to the Services with notice if you breach these Terms and fail to cure such breach within 15 days of written notice. Yashara may also terminate access immediately for serious violations, including unauthorized use of the Services, infringement of Yashara's intellectual property, or use of the Services for unlawful purposes.
Upon termination, your license to use the Services immediately ceases. Sections 4 (Intellectual Property), 5 (Important Limitations), 7 (Confidentiality), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), and 12 (Governing Law) survive termination.
These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any dispute arising out of or related to these Terms that cannot be resolved by good-faith negotiation between the parties shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The place of arbitration shall be Wilmington, Delaware. The language of the arbitration shall be English.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information pending the outcome of arbitration.
We reserve the right to modify these Terms at any time. We will notify active account holders of material changes by email and will post the revised Terms on this page with an updated effective date at least 30 days before the changes take effect. Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of the revised terms. If you do not agree to a material change, you may cancel your subscription before the effective date.
These Terms, together with any applicable License Agreement and our Privacy Policy, constitute the entire agreement between you and Yashara regarding the Services and supersede all prior agreements and understandings. If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force. Yashara's failure to enforce any provision of these Terms does not constitute a waiver of that provision. You may not assign these Terms without Yashara's prior written consent. Yashara may assign these Terms freely.
Questions about these Terms should be directed to:
Yashara Biosciences, Inc.
Legal Department
legal@yashara.us