Terms of Service
Terms of Service
Effective Date: January 5th, 2026
By accessing or using the Services, you agree to these Terms. If you have a Master Services Agreement or Order Form with One Zyme, that agreement controls in case of conflict.
1) Definitions
“Services”: One Zyme’s hosted platform, APIs, software, websites, and related services.
“Customer,” “you”: entity or person using the Services; “Authorized Users” are individuals you permit to access.
**“Customer Content” / “Inputs”: data, prompts, files, connectors, instructions you or your Users submit.
“Outputs”: content generated by the Services from Inputs.
“Order”: online checkout, order form, SOW, or Pilot SOW specifying plan, term, and pricing.
“Pilot”: time‑limited evaluation or paid proof‑of‑concept governed by Section 8.
“Background IP”: IP each party owned or controlled before the relationship or developed independently without use of the other party’s Confidential Information.
“One Zyme Developments”: improvements, methods, prompt libraries, heuristics, connectors, evaluation harnesses, pipelines, Derived Models & Tuning Artifacts (defined below), and other work product created or improved by One Zyme in providing the Services (excluding Customer Content/Outputs).
“Derived Models & Tuning Artifacts”: any tuned, routed, or configured models, weights, adapters, embeddings, prompts, and evaluation data created by or for One Zyme, including those produced using Customer Content, but excluding Customer Content itself and Outputs.
2) Accounts and Eligibility
You’ll maintain accurate account info and safeguard credentials. You’re responsible for activities under your account and your Users’ compliance.
3) Access Grant; Restrictions
One Zyme grants a non‑exclusive, non‑transferable right to use the Services during the Subscription Term (or Pilot Term) for your internal business purposes. You shall not: (a) reverse engineer; (b) circumvent security; (c) build a competing service using the Services; (d) submit PHI unless a written agreement (e.g., BAA) permits it; (e) use Outputs as professional advice; (f) publish benchmarking or performance data about the Services without our prior written consent; (g) use Outputs to train or improve any foundation or generative model.
4) Inputs and Outputs; Intellectual Property
You own all right, title, and interest in “Customer Content.” Customer Content is your Confidential Information. Customer Content and the information you input are not accessible to any other customer or the public. One Zyme will not access, use, or disclose Customer Content to anyone other than you and your Authorized Users, and only for the purpose of providing and supporting the Services, except:
as you instruct or enable (e.g., sharing with your Authorized Users, workspaces, or third‑party integrations you connect);
as reasonably necessary to operate, secure, support, troubleshoot, or back up the Services (including via vetted subprocessors bound by written confidentiality and data‑processing terms); or
as required by law or to prevent material harm, after providing notice where legally permitted.
License to Operate the Service. You grant One Zyme a limited, worldwide, non‑exclusive license to host, process, transmit, and display Customer Content solely to provide, maintain, secure, and support the Services in accordance with these Terms and your documented instructions.
No Training / No Sale. One Zyme does not use Customer Content to train foundation models or to improve models for other customers without your explicit opt‑in, does not sell Customer Content, and does not share it for cross‑context behavioral advertising.
Security & Isolation. Customer Content is encrypted in transit and at rest. One Zyme maintains administrative, technical, and physical safeguards appropriate to the nature of the data.
Intellectual Property. One Zyme retains all, title and interest in and to the Product and all improvements thereto. If Customer provides One Zyme with recommendations, suggestions, or other feedback relating to the Product or any other One Zyme products or services (“Feedback”), Customer hereby assigns all right, title and interest in and to such Feedback to One Zyme and One Zyme may use such Feedback in any manner and for any purpose, including to improve the Product and to commercialize the Feedback in any One Zyme product, technology, service, specification, or other documentation. One Zyme will have no obligation to provide Customer with attribution or compensation for any Feedback provided to One Zyme. Except for those rights expressly granted in a separate Master Services Agreement or Order Former, no other rights are granted by One Zyme, either express or implied, to Customer.
Customer must not: (a) modify, disassemble, create derivative works of, translate, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Platform; (b) input, upload, transmit, or otherwise provide to or through the Platform any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, worm, Trojan horse, malware, or other malicious computer code; (c) circumvent, disable, or otherwise interfere with the Platform’s operation, security, or other technical features or measures of the Platform; (d) use the Platform to develop a similar or competing product or service; (e) perform or conduct any benchmarking or similar activities (including publishing benchmarks or performance information about the Service); or (f) permit any third party to do any of the foregoing.
5) Acceptable Use (AUP)
You won’t use the Services to facilitate wrongdoing; to design or disseminate harmful biological agents or evade safety protocols; for clinical or patient‑care decisions; to infringe IP; to upload malware; or to harvest/scrape in violation of law or site terms. Access limits, seat limits, and fair‑use controls must be respected. You will not use or present Outputs as medical, legal, regulatory, or investment advice; for clinical decision‑making; or in any manner requiring professional licensure or registration.
6) Third‑Party Services and Data Sources
Integrations and data sources are governed by their own terms. You are responsible for having rights to the data you connect and for not asking One Zyme to circumvent paywalls or license restrictions.
7) Plans, Fees, Taxes
Fees are per the Order/SOW. Except as required by law, fees are non‑refundable. Taxes (other than our income taxes) are your responsibility. Payment Terms are net 30. One Zyme may suspend Services for non‑payment after 1 month notice.
8) Pilots & Evaluations
8.1 Pilot Creation; Defaults. A “Pilot” (or “Evaluation”) begins when One Zyme enables a pilot plan for your account, issues written confirmation (including email or in‑product notice), or you pay any Pilot Fees—no separate SOW is required. Unless expressly permitted by One Zyme in writing or in‑product (a “Pilot Confirmation”), all Pilots are non‑production and for internal evaluation only.
8.2 Data Restrictions (Pilot). Pilots are not designed for Protected Health Information (PHI) or special categories of personal data. Do not submit PHI or special‑category data unless a signed BAA/DPA expressly permits it. You are responsible for ensuring you have rights to any third‑party or licensed data you connect and for redacting or using synthetic data where appropriate.
8.3 Confidentiality; Access Limits (Pilot). As stated in §4, you own Customer Content, and Customer Content is not accessible to other customers or the public. During a Pilot, One Zyme will not access, use, or disclose Customer Content except (i) as you instruct or enable (e.g., Authorized Users, workspaces, integrations), (ii) as reasonably necessary to operate, secure, support, or back up the Services (including via subprocessors under confidentiality), or (iii) as required by law or to prevent material harm, with notice where legally permitted. Customer Content is encrypted in transit and at rest.
8.4 IP Posture During Pilots.
Background IP remains with its owner. One Zyme Developments, including Derived Models & Tuning Artifacts created or improved in connection with or during a Pilot, are One Zyme IP; no right to access or export weights/adapters is granted. You receive a limited, non‑transferable license to use Outputs internally for evaluation, and - only if expressly granted in a Pilot Confirmation - limited production use during the Pilot.
8.5 Telemetry; Model Improvement.
For Pilots, One Zyme may collect aggregated and de‑identified telemetry (e.g., feature usage, latency, error rates) to maintain, secure, and improve the Services. One Zyme does not use Customer Content to train foundation models.
8.6 Support; SLA; Availability (Pilot).
Free Pilot: no SLA; support is commercially reasonable and may be limited in hours/channels.
Paid Pilot: no formal SLA unless explicitly stated in a Pilot SOW or equivalent.
One Zyme may modify, throttle, or suspend Pilot access to protect system security or compliance.
8.7 Termination; Post‑Pilot Handling; Conversion.
Either party may terminate a Free Pilot for convenience on 2 days’ written notice. One Zyme may terminate a Paid Pilot for cause on notice if uncured within 10 days. If the parties enter into a subscription Order within 60 days after Pilot end, 100% of Paid Pilot Fees may be credited against the first annual subscription fee unless a different credit is stated in a Pilot Confirmation.
9) Confidentiality; Equitable Relief
For purposes of this Agreement, “Confidential Information” means all non-public information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, 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, including business plans, technical data, software (including the Product), Product performance data, Feedback, Customer data, pricing, and any other proprietary information.
(a) Obligation. The Receiving Party shall (i) protect the Disclosing Party’s Confidential Information with at least the same degree of care that it uses to protect its own confidential information (but in no event less than a reasonable standard of care), (ii) not use the Disclosing Party’s Confidential Information for any purpose other than performing its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.
(b) Exceptions. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the Receiving Party; (ii) was in the Receiving Party’s possession before receipt from the Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
10) Security; Incident Response
One Zyme implements industry‑standard security measures (encryption in transit/at rest, access controls, logging). For a confirmed personal‑data incident, we’ll notify without undue delay and provide reasonable cooperation.
11) IP Rights; Feedback; Professional Services
You grant One Zyme a royalty‑free license to use Feedback. If an Order/SOW expressly designates content as Customer‑Owned Content, ownership will vest in you upon full payment, with One Zyme retaining a perpetual, irrevocable, royalty‑free license to use underlying know‑how, tools, and general‑purpose components.
12) Warranties; Disclaimers
THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. ONE ZYME DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE WITHOUT ERROR OR INTERRUPTION. CUSTOMER UNDERSTANDS AND AGREES THAT USE OF ANY PORTION OF THE PRODUCT IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT ONE ZYME IS NOT RESPONSIBLE FOR ANY DAMAGE TO PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PRODUCT) OR ANY LOSS OF DATA.
13) Indemnification; Limitation of Liability
Customer will indemnify, defend and hold harmless One Zyme, its affiliates and their respective directors, officers, employers, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, or actions made by a third party (“Claims”), and all liabilities, settlements, costs, damages and fees (including reasonable attorneys’ fees and costs) incurred or suffered by the Indemnified Parties from Claims arising from or in connection with: (a) Customer’s use of, or reliance upon, The Services; (b) any breach of these terms of service by Customer; (c) Customer’s violations of applicable law; or (d) the gross negligence or willful misconduct of Customer or of any third party acting on Customer’s behalf.
THE TOTAL LIABILITY OF ONE ZYME ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEE PAID FOR THE PRODUCT IN THE PAST 12 MONTHS. IN NO EVENT WILL ONE ZYME HAVE ANY LIABILITY TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
14) Term; Termination; Suspension
Terms start at first use and continue through your Pilot and/or Subscription Term. Either party may terminate for uncured material breach after 30 days’ notice. One Zyme may suspend for non‑payment, security risks, legal compliance, or AUP violations. On termination, you’ll stop using the Services; One Zyme will provide 30 days to export Customer Content, then delete per policy.
15) Publicity
We may use your name/logo to identify you as a customer unless you opt out via support@onezyme.com. For Pilots, we’ll seek consent before public case studies unless the Pilot SOW says otherwise.
16) No Professional Advice; Regulated‑Use Restrictions
(a) Informational Use Only. The Services and any Outputs are provided for informational purposes only and are not a substitute for professional judgment. One Zyme does not provide medical, legal, regulatory, investment, accounting, or other professional advice. You remain solely responsible for (i) reviewing and validating Outputs, (ii) decisions made or actions taken in reliance on the Services or Outputs, and (iii) compliance with all applicable laws and professional standards.
(b) No Adviser, No Device, No Law Practice. The Services and Outputs do not: (i) create an investment‑adviser, fiduciary, or broker‑dealer relationship; (ii) constitute a medical device, clinical decision‑support product intended to direct care, or any product requiring premarket authorization; or (iii) create an attorney‑client relationship or constitute the practice of law. Without limitation, you will not use or present Outputs as professional advice in ways that would trigger obligations under medical‑device laws and guidance (e.g., “intended use,” non‑device CDS principles), the U.S. Investment Advisers Act or similar regimes, or state unauthorized‑practice‑of‑law rules.
(c) Prohibited Representations and Uses. You will not (and will not permit anyone to): (i) represent or allow third parties to rely on the Services or Outputs as medical, legal, regulatory, investment, accounting, tax, or other professional advice; (ii) use the Services or Outputs for clinical decision‑making or patient care, to prepare or file securities recommendations or solicitations, or to provide legal advice or documents to third parties; or (iii) hold One Zyme out as your professional adviser or agent.
(d) Qualified, Independent Review. Where your workflows touch regulated domains (e.g., healthcare, securities, legal/regulatory), you will ensure that qualified personnel independently review the basis and accuracy of any Output and do not rely primarily on the Services when making decisions.
(e) Regulated Use Requires Separate Agreement. Any use of the Services in a regulated or high‑risk context (including clinical use, investment‑advisory services, or the practice of law) requires a separate written agreement with One Zyme that expressly authorizes such use and sets out validation, controls, and compliance requirements. Absent such an agreement, the uses in §(c) are prohibited.
(f) No Solicitation or Offer. Nothing in the Services or Outputs is, or should be construed as, an offer, solicitation, or recommendation to buy or sell any security or to engage in any transaction.
17) Export Control, Sanctions & Anti‑Corruption
18.1 Compliance. Each party will comply with all applicable export control, re‑export, and economic sanctions laws and regulations.
18.2 Prohibited Destinations and Parties. You will not access or use the Services (and will not permit access or use) from or by: (a) any jurisdiction embargoed or comprehensively sanctioned by the U.S. (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions), or (b) any person or entity listed on a government restricted party list (e.g., OFAC’s SDN List, U.S. Denied Persons List, Entity List). You represent and warrant that you are not a restricted party and are not located in a prohibited destination.
18.3 Prohibited End Uses. You will not use the Services in connection with nuclear, missile, or chemical/biological weapons proliferation; unlawful surveillance; or any activity prohibited under applicable export/sanctions laws. The Services are not designed for ITAR‑controlled technical data; you will not submit such data without One Zyme’s prior written consent.
18.4 Anti‑Corruption. You will comply with applicable anti‑bribery and anti‑corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and will not offer or provide anything of value to any person to obtain or retain business or an improper advantage in connection with the Services.
18.5 No Refunds for Compliance Suspensions. Suspensions or terminations based on this Section 18 will be without liability and without refund, except as required by law.
19) U.S. Government Rights
If you are a U.S. Government end user, the Services, software, Documentation, and related technology are “commercial computer software” and “commercial computer software documentation” within the meaning of FAR 12.212 and DFARS 227.7202 (and any successor regulations). Use, duplication, or disclosure by the U.S. Government is subject to the restrictions in these Terms. No rights are granted beyond those set forth herein.
20) Changes to the Services; Modifications to These Terms
20.1 Service Changes. One Zyme may improve or modify the Services from time to time (including security updates, fixes, or feature changes).
20.2 Terms Modifications. One Zyme may modify these Terms. Material changes will be notified by email to your account owner or by in‑product notice and will identify the effective date.
If a material change for a paid subscription materially and adversely affects you and you do not agree, you may notify One Zyme before the effective date; in that case, the prior Terms will continue to apply to you through the end of your then‑current Subscription Term, after which the modified Terms will apply at renewal. If One Zyme cannot honor the prior Terms due to a legal, security or other requirement, you may terminate the affected subscription and One Zyme will provide a pro‑rata refund of prepaid, unused fees.
21) Governing Law; Venue; Injunctive Relief; Jury Trial Waiver; Time Limits
21.1 Governing Law. These Terms and any dispute, claim, or controversy arising out of or relating to them or the Services (collectively, “Disputes”) are governed by the laws of the State of Delaware, excluding its conflict‑of‑laws rules and the U.N. Convention on Contracts for the International Sale of Goods.
21.2 Venue; Jurisdiction. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for all Disputes, and consent to service of process in those courts.
21.3 Time Limit to Bring Claims. Except for actions for non‑payment or breach of intellectual‑property or confidentiality obligations, any claim arising out of or relating to these Terms or the Services must be filed within two (2) years after the cause of action accrues, or the claim is permanently barred.
22) Miscellaneous
22.1 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
22.2 Assignment. Neither party may assign or transfer these Terms, in whole or in part, without the other party’s prior written consent, except that either party may assign them without consent to (a) an Affiliate, or (b) in connection with a merger, reorganization, acquisition, or sale of all or substantially all assets or voting control. Any non‑permitted assignment is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
22.3 Notices. Notices will be in writing and deemed given when (a) delivered personally; (b) sent by nationally recognized overnight courier with tracking; or (c) sent by email to the address on file for the receiving party. Notices to One Zyme must be sent to:
One Zyme, Inc. — Legal Notices
23 Butterfield Road Lexington, MA 02420, US
Email: support@onezyme.com. Operational/support notices may be provided in‑product.
22.4 Entire Agreement; Order of Precedence. These Terms, together with any Order, MSA, Statement of Work, or Pilot Confirmation (if applicable), and any documents expressly incorporated by reference constitute the entire agreement between the parties regarding the subject matter and supersede all prior and contemporaneous agreements or communications. In the event of conflict: (1) /MSA / Order / SOW / Pilot Confirmation (most recent, specifically negotiated) prevails, then (2) these Terms.
22.5 Force Majeure. Neither party is liable for delays or failures to perform due to causes beyond its reasonable control (including acts of God, labor disputes, supply shortages, utility or internet outages, governmental acts, war, terrorism, civil unrest, epidemics/pandemics, denial‑of‑service attacks), but will use commercially reasonable efforts to mitigate the impact.
22.6 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. A party’s failure or delay to enforce a provision is not a waiver of that provision.
22.7 Third‑Party Beneficiaries. There are no third‑party beneficiaries to these Terms.
22.8 Construction. The words “including,” “include,” and similar terms mean “including without limitation.” The English version of these Terms controls.
22.9 Survival. Sections that by their nature should survive (including fees and taxes, confidentiality, ownership, restrictions, indemnities, limitations of liability, governing law/venue, export/sanctions, no professional advice, and this Section 22) will survive termination or expiration.
22.10 Counterparts; Electronic Signatures. These Terms (and any Order/SOW/Pilot Confirmation) may be executed in counterparts, including by electronic or digital signatures or acceptance flows, each of which is deemed an original and together constitutes one instrument.
Effective Date: January 5th, 2026
By accessing or using the Services, you agree to these Terms. If you have a Master Services Agreement or Order Form with One Zyme, that agreement controls in case of conflict.
1) Definitions
“Services”: One Zyme’s hosted platform, APIs, software, websites, and related services.
“Customer,” “you”: entity or person using the Services; “Authorized Users” are individuals you permit to access.
**“Customer Content” / “Inputs”: data, prompts, files, connectors, instructions you or your Users submit.
“Outputs”: content generated by the Services from Inputs.
“Order”: online checkout, order form, SOW, or Pilot SOW specifying plan, term, and pricing.
“Pilot”: time‑limited evaluation or paid proof‑of‑concept governed by Section 8.
“Background IP”: IP each party owned or controlled before the relationship or developed independently without use of the other party’s Confidential Information.
“One Zyme Developments”: improvements, methods, prompt libraries, heuristics, connectors, evaluation harnesses, pipelines, Derived Models & Tuning Artifacts (defined below), and other work product created or improved by One Zyme in providing the Services (excluding Customer Content/Outputs).
“Derived Models & Tuning Artifacts”: any tuned, routed, or configured models, weights, adapters, embeddings, prompts, and evaluation data created by or for One Zyme, including those produced using Customer Content, but excluding Customer Content itself and Outputs.
2) Accounts and Eligibility
You’ll maintain accurate account info and safeguard credentials. You’re responsible for activities under your account and your Users’ compliance.
3) Access Grant; Restrictions
One Zyme grants a non‑exclusive, non‑transferable right to use the Services during the Subscription Term (or Pilot Term) for your internal business purposes. You shall not: (a) reverse engineer; (b) circumvent security; (c) build a competing service using the Services; (d) submit PHI unless a written agreement (e.g., BAA) permits it; (e) use Outputs as professional advice; (f) publish benchmarking or performance data about the Services without our prior written consent; (g) use Outputs to train or improve any foundation or generative model.
4) Inputs and Outputs; Intellectual Property
You own all right, title, and interest in “Customer Content.” Customer Content is your Confidential Information. Customer Content and the information you input are not accessible to any other customer or the public. One Zyme will not access, use, or disclose Customer Content to anyone other than you and your Authorized Users, and only for the purpose of providing and supporting the Services, except:
as you instruct or enable (e.g., sharing with your Authorized Users, workspaces, or third‑party integrations you connect);
as reasonably necessary to operate, secure, support, troubleshoot, or back up the Services (including via vetted subprocessors bound by written confidentiality and data‑processing terms); or
as required by law or to prevent material harm, after providing notice where legally permitted.
License to Operate the Service. You grant One Zyme a limited, worldwide, non‑exclusive license to host, process, transmit, and display Customer Content solely to provide, maintain, secure, and support the Services in accordance with these Terms and your documented instructions.
No Training / No Sale. One Zyme does not use Customer Content to train foundation models or to improve models for other customers without your explicit opt‑in, does not sell Customer Content, and does not share it for cross‑context behavioral advertising.
Security & Isolation. Customer Content is encrypted in transit and at rest. One Zyme maintains administrative, technical, and physical safeguards appropriate to the nature of the data.
Intellectual Property. One Zyme retains all, title and interest in and to the Product and all improvements thereto. If Customer provides One Zyme with recommendations, suggestions, or other feedback relating to the Product or any other One Zyme products or services (“Feedback”), Customer hereby assigns all right, title and interest in and to such Feedback to One Zyme and One Zyme may use such Feedback in any manner and for any purpose, including to improve the Product and to commercialize the Feedback in any One Zyme product, technology, service, specification, or other documentation. One Zyme will have no obligation to provide Customer with attribution or compensation for any Feedback provided to One Zyme. Except for those rights expressly granted in a separate Master Services Agreement or Order Former, no other rights are granted by One Zyme, either express or implied, to Customer.
Customer must not: (a) modify, disassemble, create derivative works of, translate, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Platform; (b) input, upload, transmit, or otherwise provide to or through the Platform any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, worm, Trojan horse, malware, or other malicious computer code; (c) circumvent, disable, or otherwise interfere with the Platform’s operation, security, or other technical features or measures of the Platform; (d) use the Platform to develop a similar or competing product or service; (e) perform or conduct any benchmarking or similar activities (including publishing benchmarks or performance information about the Service); or (f) permit any third party to do any of the foregoing.
5) Acceptable Use (AUP)
You won’t use the Services to facilitate wrongdoing; to design or disseminate harmful biological agents or evade safety protocols; for clinical or patient‑care decisions; to infringe IP; to upload malware; or to harvest/scrape in violation of law or site terms. Access limits, seat limits, and fair‑use controls must be respected. You will not use or present Outputs as medical, legal, regulatory, or investment advice; for clinical decision‑making; or in any manner requiring professional licensure or registration.
6) Third‑Party Services and Data Sources
Integrations and data sources are governed by their own terms. You are responsible for having rights to the data you connect and for not asking One Zyme to circumvent paywalls or license restrictions.
7) Plans, Fees, Taxes
Fees are per the Order/SOW. Except as required by law, fees are non‑refundable. Taxes (other than our income taxes) are your responsibility. Payment Terms are net 30. One Zyme may suspend Services for non‑payment after 1 month notice.
8) Pilots & Evaluations
8.1 Pilot Creation; Defaults. A “Pilot” (or “Evaluation”) begins when One Zyme enables a pilot plan for your account, issues written confirmation (including email or in‑product notice), or you pay any Pilot Fees—no separate SOW is required. Unless expressly permitted by One Zyme in writing or in‑product (a “Pilot Confirmation”), all Pilots are non‑production and for internal evaluation only.
8.2 Data Restrictions (Pilot). Pilots are not designed for Protected Health Information (PHI) or special categories of personal data. Do not submit PHI or special‑category data unless a signed BAA/DPA expressly permits it. You are responsible for ensuring you have rights to any third‑party or licensed data you connect and for redacting or using synthetic data where appropriate.
8.3 Confidentiality; Access Limits (Pilot). As stated in §4, you own Customer Content, and Customer Content is not accessible to other customers or the public. During a Pilot, One Zyme will not access, use, or disclose Customer Content except (i) as you instruct or enable (e.g., Authorized Users, workspaces, integrations), (ii) as reasonably necessary to operate, secure, support, or back up the Services (including via subprocessors under confidentiality), or (iii) as required by law or to prevent material harm, with notice where legally permitted. Customer Content is encrypted in transit and at rest.
8.4 IP Posture During Pilots.
Background IP remains with its owner. One Zyme Developments, including Derived Models & Tuning Artifacts created or improved in connection with or during a Pilot, are One Zyme IP; no right to access or export weights/adapters is granted. You receive a limited, non‑transferable license to use Outputs internally for evaluation, and - only if expressly granted in a Pilot Confirmation - limited production use during the Pilot.
8.5 Telemetry; Model Improvement.
For Pilots, One Zyme may collect aggregated and de‑identified telemetry (e.g., feature usage, latency, error rates) to maintain, secure, and improve the Services. One Zyme does not use Customer Content to train foundation models.
8.6 Support; SLA; Availability (Pilot).
Free Pilot: no SLA; support is commercially reasonable and may be limited in hours/channels.
Paid Pilot: no formal SLA unless explicitly stated in a Pilot SOW or equivalent.
One Zyme may modify, throttle, or suspend Pilot access to protect system security or compliance.
8.7 Termination; Post‑Pilot Handling; Conversion.
Either party may terminate a Free Pilot for convenience on 2 days’ written notice. One Zyme may terminate a Paid Pilot for cause on notice if uncured within 10 days. If the parties enter into a subscription Order within 60 days after Pilot end, 100% of Paid Pilot Fees may be credited against the first annual subscription fee unless a different credit is stated in a Pilot Confirmation.
9) Confidentiality; Equitable Relief
For purposes of this Agreement, “Confidential Information” means all non-public information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”), whether orally or in writing, 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, including business plans, technical data, software (including the Product), Product performance data, Feedback, Customer data, pricing, and any other proprietary information.
(a) Obligation. The Receiving Party shall (i) protect the Disclosing Party’s Confidential Information with at least the same degree of care that it uses to protect its own confidential information (but in no event less than a reasonable standard of care), (ii) not use the Disclosing Party’s Confidential Information for any purpose other than performing its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.
(b) Exceptions. Confidential Information does not include information that (i) is or becomes publicly known through no breach by the Receiving Party; (ii) was in the Receiving Party’s possession before receipt from the Disclosing Party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
10) Security; Incident Response
One Zyme implements industry‑standard security measures (encryption in transit/at rest, access controls, logging). For a confirmed personal‑data incident, we’ll notify without undue delay and provide reasonable cooperation.
11) IP Rights; Feedback; Professional Services
You grant One Zyme a royalty‑free license to use Feedback. If an Order/SOW expressly designates content as Customer‑Owned Content, ownership will vest in you upon full payment, with One Zyme retaining a perpetual, irrevocable, royalty‑free license to use underlying know‑how, tools, and general‑purpose components.
12) Warranties; Disclaimers
THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. ONE ZYME DOES NOT WARRANT THAT THE PRODUCT WILL OPERATE WITHOUT ERROR OR INTERRUPTION. CUSTOMER UNDERSTANDS AND AGREES THAT USE OF ANY PORTION OF THE PRODUCT IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND THAT ONE ZYME IS NOT RESPONSIBLE FOR ANY DAMAGE TO PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PRODUCT) OR ANY LOSS OF DATA.
13) Indemnification; Limitation of Liability
Customer will indemnify, defend and hold harmless One Zyme, its affiliates and their respective directors, officers, employers, agents, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, or actions made by a third party (“Claims”), and all liabilities, settlements, costs, damages and fees (including reasonable attorneys’ fees and costs) incurred or suffered by the Indemnified Parties from Claims arising from or in connection with: (a) Customer’s use of, or reliance upon, The Services; (b) any breach of these terms of service by Customer; (c) Customer’s violations of applicable law; or (d) the gross negligence or willful misconduct of Customer or of any third party acting on Customer’s behalf.
THE TOTAL LIABILITY OF ONE ZYME ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEE PAID FOR THE PRODUCT IN THE PAST 12 MONTHS. IN NO EVENT WILL ONE ZYME HAVE ANY LIABILITY TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
14) Term; Termination; Suspension
Terms start at first use and continue through your Pilot and/or Subscription Term. Either party may terminate for uncured material breach after 30 days’ notice. One Zyme may suspend for non‑payment, security risks, legal compliance, or AUP violations. On termination, you’ll stop using the Services; One Zyme will provide 30 days to export Customer Content, then delete per policy.
15) Publicity
We may use your name/logo to identify you as a customer unless you opt out via support@onezyme.com. For Pilots, we’ll seek consent before public case studies unless the Pilot SOW says otherwise.
16) No Professional Advice; Regulated‑Use Restrictions
(a) Informational Use Only. The Services and any Outputs are provided for informational purposes only and are not a substitute for professional judgment. One Zyme does not provide medical, legal, regulatory, investment, accounting, or other professional advice. You remain solely responsible for (i) reviewing and validating Outputs, (ii) decisions made or actions taken in reliance on the Services or Outputs, and (iii) compliance with all applicable laws and professional standards.
(b) No Adviser, No Device, No Law Practice. The Services and Outputs do not: (i) create an investment‑adviser, fiduciary, or broker‑dealer relationship; (ii) constitute a medical device, clinical decision‑support product intended to direct care, or any product requiring premarket authorization; or (iii) create an attorney‑client relationship or constitute the practice of law. Without limitation, you will not use or present Outputs as professional advice in ways that would trigger obligations under medical‑device laws and guidance (e.g., “intended use,” non‑device CDS principles), the U.S. Investment Advisers Act or similar regimes, or state unauthorized‑practice‑of‑law rules.
(c) Prohibited Representations and Uses. You will not (and will not permit anyone to): (i) represent or allow third parties to rely on the Services or Outputs as medical, legal, regulatory, investment, accounting, tax, or other professional advice; (ii) use the Services or Outputs for clinical decision‑making or patient care, to prepare or file securities recommendations or solicitations, or to provide legal advice or documents to third parties; or (iii) hold One Zyme out as your professional adviser or agent.
(d) Qualified, Independent Review. Where your workflows touch regulated domains (e.g., healthcare, securities, legal/regulatory), you will ensure that qualified personnel independently review the basis and accuracy of any Output and do not rely primarily on the Services when making decisions.
(e) Regulated Use Requires Separate Agreement. Any use of the Services in a regulated or high‑risk context (including clinical use, investment‑advisory services, or the practice of law) requires a separate written agreement with One Zyme that expressly authorizes such use and sets out validation, controls, and compliance requirements. Absent such an agreement, the uses in §(c) are prohibited.
(f) No Solicitation or Offer. Nothing in the Services or Outputs is, or should be construed as, an offer, solicitation, or recommendation to buy or sell any security or to engage in any transaction.
17) Export Control, Sanctions & Anti‑Corruption
18.1 Compliance. Each party will comply with all applicable export control, re‑export, and economic sanctions laws and regulations.
18.2 Prohibited Destinations and Parties. You will not access or use the Services (and will not permit access or use) from or by: (a) any jurisdiction embargoed or comprehensively sanctioned by the U.S. (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions), or (b) any person or entity listed on a government restricted party list (e.g., OFAC’s SDN List, U.S. Denied Persons List, Entity List). You represent and warrant that you are not a restricted party and are not located in a prohibited destination.
18.3 Prohibited End Uses. You will not use the Services in connection with nuclear, missile, or chemical/biological weapons proliferation; unlawful surveillance; or any activity prohibited under applicable export/sanctions laws. The Services are not designed for ITAR‑controlled technical data; you will not submit such data without One Zyme’s prior written consent.
18.4 Anti‑Corruption. You will comply with applicable anti‑bribery and anti‑corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and will not offer or provide anything of value to any person to obtain or retain business or an improper advantage in connection with the Services.
18.5 No Refunds for Compliance Suspensions. Suspensions or terminations based on this Section 18 will be without liability and without refund, except as required by law.
19) U.S. Government Rights
If you are a U.S. Government end user, the Services, software, Documentation, and related technology are “commercial computer software” and “commercial computer software documentation” within the meaning of FAR 12.212 and DFARS 227.7202 (and any successor regulations). Use, duplication, or disclosure by the U.S. Government is subject to the restrictions in these Terms. No rights are granted beyond those set forth herein.
20) Changes to the Services; Modifications to These Terms
20.1 Service Changes. One Zyme may improve or modify the Services from time to time (including security updates, fixes, or feature changes).
20.2 Terms Modifications. One Zyme may modify these Terms. Material changes will be notified by email to your account owner or by in‑product notice and will identify the effective date.
If a material change for a paid subscription materially and adversely affects you and you do not agree, you may notify One Zyme before the effective date; in that case, the prior Terms will continue to apply to you through the end of your then‑current Subscription Term, after which the modified Terms will apply at renewal. If One Zyme cannot honor the prior Terms due to a legal, security or other requirement, you may terminate the affected subscription and One Zyme will provide a pro‑rata refund of prepaid, unused fees.
21) Governing Law; Venue; Injunctive Relief; Jury Trial Waiver; Time Limits
21.1 Governing Law. These Terms and any dispute, claim, or controversy arising out of or relating to them or the Services (collectively, “Disputes”) are governed by the laws of the State of Delaware, excluding its conflict‑of‑laws rules and the U.N. Convention on Contracts for the International Sale of Goods.
21.2 Venue; Jurisdiction. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for all Disputes, and consent to service of process in those courts.
21.3 Time Limit to Bring Claims. Except for actions for non‑payment or breach of intellectual‑property or confidentiality obligations, any claim arising out of or relating to these Terms or the Services must be filed within two (2) years after the cause of action accrues, or the claim is permanently barred.
22) Miscellaneous
22.1 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
22.2 Assignment. Neither party may assign or transfer these Terms, in whole or in part, without the other party’s prior written consent, except that either party may assign them without consent to (a) an Affiliate, or (b) in connection with a merger, reorganization, acquisition, or sale of all or substantially all assets or voting control. Any non‑permitted assignment is void. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
22.3 Notices. Notices will be in writing and deemed given when (a) delivered personally; (b) sent by nationally recognized overnight courier with tracking; or (c) sent by email to the address on file for the receiving party. Notices to One Zyme must be sent to:
One Zyme, Inc. — Legal Notices
23 Butterfield Road Lexington, MA 02420, US
Email: support@onezyme.com. Operational/support notices may be provided in‑product.
22.4 Entire Agreement; Order of Precedence. These Terms, together with any Order, MSA, Statement of Work, or Pilot Confirmation (if applicable), and any documents expressly incorporated by reference constitute the entire agreement between the parties regarding the subject matter and supersede all prior and contemporaneous agreements or communications. In the event of conflict: (1) /MSA / Order / SOW / Pilot Confirmation (most recent, specifically negotiated) prevails, then (2) these Terms.
22.5 Force Majeure. Neither party is liable for delays or failures to perform due to causes beyond its reasonable control (including acts of God, labor disputes, supply shortages, utility or internet outages, governmental acts, war, terrorism, civil unrest, epidemics/pandemics, denial‑of‑service attacks), but will use commercially reasonable efforts to mitigate the impact.
22.6 Severability; Waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. A party’s failure or delay to enforce a provision is not a waiver of that provision.
22.7 Third‑Party Beneficiaries. There are no third‑party beneficiaries to these Terms.
22.8 Construction. The words “including,” “include,” and similar terms mean “including without limitation.” The English version of these Terms controls.
22.9 Survival. Sections that by their nature should survive (including fees and taxes, confidentiality, ownership, restrictions, indemnities, limitations of liability, governing law/venue, export/sanctions, no professional advice, and this Section 22) will survive termination or expiration.
22.10 Counterparts; Electronic Signatures. These Terms (and any Order/SOW/Pilot Confirmation) may be executed in counterparts, including by electronic or digital signatures or acceptance flows, each of which is deemed an original and together constitutes one instrument.