Scalables Software and Firmware License Agreement

1. About This Agreement and Acceptance

1.1 This Software and Firmware License Agreement ("Agreement") is a legal agreement between you and Scalables, LLC ("Scalables," "we," "us," or "our"). "You" or "Licensee" means the individual accepting this Agreement and, where applicable, the organization on whose behalf that individual acts.

1.2 This Agreement covers the Daisy control software, the firmware embedded in or supplied for Daisy instruments and modules, libraries, APIs, sample scripts, example code, and related documentation (each defined in Section 2).

1.3 By selecting "I agree," registering, installing, copying, or otherwise using the Software or Firmware, you agree to this Agreement. If you accept on behalf of an organization, you represent that you have authority to act for and bind that organization and that any purchasing, laboratory-use, export-control, and other internal approvals your organization requires have been obtained. If you do not agree, do not register or use the Software.

1.4 This Agreement is designed primarily for professional, institutional, research, educational, industrial, and other business users ("Business Customers"). If Scalables provides the Software to an individual acting as a consumer, mandatory consumer protections that cannot lawfully be waived remain in effect, and nothing in this Agreement limits them.

1.5 Order of precedence. A signed customer agreement, statement of work, data processing agreement, non-disclosure agreement, or marketplace or client agreement (including a Scientist.com agreement) controls over this Agreement to the extent of a conflict. On software and firmware licensing, this Agreement controls over the Scalables Terms and Conditions, as provided in Section 9 of those Terms.

2. Definitions

"Software" means the Daisy control software, desktop and kiosk applications, libraries (including the daisylab Python library), APIs, sample scripts, example code, and related documentation that Scalables provides, together with any Updates.

"Firmware" means the machine-readable code embedded in, preloaded on, or supplied for installation on a Daisy instrument, module, controller, or accessory, including bootloaders, motor and pump control code, configuration data, and Firmware Updates.

"Daisy Hardware" means Daisy instruments, modules, controllers, and accessories manufactured by or for Scalables that you have lawfully obtained from Scalables or an authorized Scalables sales channel.

"Updates" means bug fixes, patches, security updates, compatibility updates, Firmware Updates, and new versions that Scalables makes available.

"Customer Content" means the protocols, scripts, configurations, prompts, data, files, and other content you create or submit while using the Software.

"Registration ID" means the identifier Scalables issues to your account when you register the Software.

3. Software License Grant

3.1 Subject to your compliance with this Agreement, Scalables grants you a limited, non-exclusive, non-transferable (except as stated in Section 4.4), revocable license to install and use the Software solely to operate Daisy Hardware, on the number of devices and users permitted by your license type, for your organization's internal research, education, process development, and similar professional purposes.

3.2 You may download or print the documentation for your organization's internal use with Daisy Hardware.

3.3 You may modify sample scripts and example code and incorporate them into your own workflows for use with Daisy Hardware, and share those workflows within your organization. Scalables retains its rights in the original sample code.

3.4 The license is granted, not sold. Scalables and its licensors retain all rights not expressly granted in this Agreement, and no rights are granted by implication.

4. Firmware License and Acknowledgment

4.1 Firmware is licensed, not sold. Daisy Hardware contains or requires proprietary Firmware owned by Scalables or its licensors. When you purchase Daisy Hardware, you acquire ownership of the physical unit only. The Firmware on or supplied for that unit is licensed to you under this Agreement.

4.2 Firmware license grant. Subject to this Agreement, Scalables grants you a limited, non-exclusive, revocable license to use the Firmware, in object-code form only, solely as embedded in or installed on the Daisy Hardware with which it was supplied (or for which Scalables provides it as an Update), and solely to operate that hardware in accordance with Scalables documentation.

4.3 Firmware Updates. Firmware Updates are provided through the Software or other channels Scalables designates, and are licensed under this Section 4 unless accompanied by separate terms. You may install only Firmware and Firmware Updates provided or authorized by Scalables. Some Updates may be required for security, safety, or conformity, and you are responsible for installing those within a reasonable time after Scalables notifies you that installation is necessary.

4.4 Transfer with the hardware. If you lawfully sell or transfer a Daisy Hardware unit, the Firmware license for that unit transfers with it, provided that you do not retain copies of the Firmware separately from the unit and the recipient accepts this Agreement before using the Software or Firmware.

4.5 Firmware restrictions. You may not (a) copy, extract, or distribute the Firmware separately from the Daisy Hardware; (b) modify, patch, or replace the Firmware with code not provided or authorized by Scalables; (c) install the Firmware on hardware that is not Daisy Hardware; or (d) disable or circumvent Firmware safety interlocks, operating limits, authentication, or update-verification mechanisms. These restrictions do not limit any right that applicable law gives you and that cannot be restricted by contract.

4.6 Effect of unauthorized Firmware. Unauthorized or modified firmware can cause Daisy Hardware to operate outside its published limits and create safety risks. Under the Scalables Limited Warranty, hardware coverage does not extend to problems that an unauthorized modification caused or materially contributed to. Using authorized third-party components does not by itself affect warranty coverage.

4.7 Firmware defects and security updates. Where Firmware supplied with Daisy Hardware prevents the hardware from materially performing its published functions during the warranty period, remedies are those described in the Scalables Limited Warranty, which may include a Firmware correction, Update, or workaround. Security and conformity updates required by applicable law or contract are not limited merely because the hardware warranty has expired.

4.8 Third-party and open-source firmware components. The Firmware may include components licensed by third parties, including open-source components. Those components are governed by their own license terms, which Scalables identifies in the notices supplied with the Firmware or Software. Nothing in this Agreement restricts rights you have under those licenses.

5. Restrictions

Except as expressly permitted by this Agreement or by applicable law, you may not:

• copy, distribute, sublicense, sell, rent, lease, lend, or host the Software or Firmware for third parties;
• reverse engineer, decompile, or disassemble the Software or Firmware, except to the extent applicable law expressly permits it notwithstanding this limitation, including interoperability rights where applicable;
• remove, alter, or obscure proprietary, copyright, or license notices;
• use the Software or Firmware to operate hardware other than Daisy Hardware, except third-party devices and components that Scalables documentation identifies as compatible or that you connect through Scalables' published APIs;
• bypass license activation, authentication, access controls, or other security measures, or probe, scan, or penetration-test Scalables systems without prior written authorization;
• introduce malware or malicious code into the Software, Firmware, or Scalables systems;
• share your Registration ID or credentials except through an authorized enterprise access mechanism; or
• use the Software or Firmware in violation of applicable law, including export controls, sanctions, and anti-bribery laws, or in a manner that infringes the rights of others.

6. Registration and Account

6.1 Registration requires a valid email address and accurate contact and organization information. Scalables will issue a Registration ID that identifies your account.

6.2 You are responsible for keeping your Registration ID and credentials confidential and for activity under your account. If multi-factor authentication is offered or required, you must use it as directed. Notify Scalables promptly at [email protected] if you suspect unauthorized access or misuse.

6.3 Scalables uses your registration details to deliver Updates, license activations, security notices, and support communications, as described in Section 19.

7. Customer Content

7.1 You retain ownership of your Customer Content, subject to any separate intellectual-property terms agreed for Design Services or collaborative projects.

7.2 You grant Scalables a limited right to use Customer Content only as reasonably necessary to provide, secure, support, and improve the Software and related services you request, to comply with law, and to exercise rights under this Agreement. Scalables will not use identifiable Customer Content to train general-purpose AI models.

7.3 Do not submit protected health information, patient-linked research data, special-category personal data, export-controlled technical data, credentials, or highly sensitive proprietary data through the Software, support channels, or AI-assisted features unless Scalables has agreed in writing to an appropriate secure channel and agreement.

8. Updates and Security

8.1 Scalables may provide Updates from time to time. Unless accompanied by separate terms, Updates are governed by this Agreement. Update and support commitments for Business Customers are as stated in this Agreement, the product documentation, an applicable support plan, or a signed contract.

8.2 Where mandatory law requires Scalables to provide updates, including security updates, Scalables will provide the information and updates required for the applicable period.

8.3 You are responsible for installing Updates within a reasonable time after receiving notice when installation is necessary for security, safety, or conformity.

9. AI-Assisted Features

9.1 The Software may include AI-assisted features, such as tools that interpret protocol descriptions, suggest instrument configurations, draft scripts, or summarize technical information. AI outputs are generated assistance, not engineering, scientific, legal, regulatory, or safety advice, and may be incomplete, inaccurate, or unsuitable for a particular experiment.

9.2 You must review and validate AI-generated outputs before relying on them, especially before operating Daisy Hardware or running a generated protocol or script. Do not use an AI feature to make a safety-critical, clinical, or regulated determination without the qualified human review and validation required for that use.

9.3 Processing of personal information through AI-assisted features is described in the Scalables Privacy Policy and any applicable data processing agreement or customer agreement.

10. Laboratory Use, Safety, and Regulatory Status

10.1 The Software and Firmware control physical laboratory equipment, including pumps, valves, sensors, and motion systems. You are responsible for validating every protocol before use and for the safe installation, configuration, supervision, and maintenance of your instruments, including fluid and chemical compatibility, pressure and flow limits, electrical safety, biosafety, waste handling, and compliance with your institution's laboratory procedures.

10.2 Unless Scalables expressly states otherwise in product labeling or a written contract, the Software, Firmware, and Daisy Hardware are intended for laboratory research, education, process development, and similar professional uses. They are not represented as cleared or approved for clinical diagnosis, patient treatment, life support, or other safety-critical medical use, and you agree not to use them for those purposes.

10.3 A statement that a component is certified, recognized, or compliant with a standard is not a certification of the complete Daisy instrument or your process unless Scalables expressly says so in writing. You are responsible for validation, qualification, and regulatory compliance of your own workflows, including GxP use, unless a written agreement assigns specific validation responsibilities to Scalables.

10.4 You must not operate Daisy Hardware outside published operating limits, or use the Software or Firmware for a hazardous or regulated application without completing the risk assessment, engineering controls, and validation appropriate to that application.

11. Third-Party Components and Services

The Software may include or integrate with third-party software, open-source components, repositories, cloud services, or instrument components. Third-party and open-source license terms apply to those items as identified in the notices Scalables provides. Scalables is not responsible for a third party's independent services or content, except where responsibility cannot lawfully be excluded or Scalables has expressly assumed it in writing.

12. Intellectual Property

The Software, Firmware, documentation, trademarks, logos, and other Scalables materials are owned by Scalables or its licensors and are protected by intellectual-property laws, including copyright, patent, trade secret, and trademark laws. Except for the licenses expressly granted in Sections 3 and 4, no rights are granted to you. Statutory rights that cannot lawfully be restricted, including certain interoperability or reverse-engineering rights where applicable, remain unaffected.

13. Trade Controls, Sanctions, and Ethical Use

13.1 You must comply with applicable import, export, sanctions, anti-boycott, anti-bribery, anti-kickback, and competition laws. You may not export, re-export, transfer, or use the Software, Firmware, or related technical information in violation of applicable U.S. trade controls or other applicable restrictions.

13.2 Neither party may offer, request, authorize, or accept a bribe or improper payment in connection with this Agreement. Where your organization (including a government entity, public university, healthcare institution, or Scientist.com Buyer) imposes stricter ethical or compliance requirements, those requirements apply when incorporated into the applicable marketplace agreement, purchase order, statement of work, or signed contract.

14. Security and Vulnerability Reporting

Scalables takes reasonable administrative, technical, and organizational measures to protect the Software and its systems, as described in the Scalables Privacy Policy and applicable customer agreements. No system is completely secure. If you discover a suspected security vulnerability in the Software or Firmware, report it promptly to [email protected] and do not publicly disclose or exploit it before Scalables has had a reasonable opportunity to investigate and remediate. Unauthorized testing, accessing data that is not yours, degrading service, or using a vulnerability for extortion or commercial advantage is prohibited.

15. Warranty and Disclaimers

15.1 Hardware warranty. Daisy Hardware coverage, including the Firmware remedies described in Section 4.7, is governed by the Scalables Limited Warranty in effect for your purchase (published at https://scalables.com/warranty/) and any additional written warranty in an order confirmation or signed agreement. This Agreement does not reduce that coverage.

15.2 Business Customers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE SCALABLES LIMITED WARRANTY, ANY EXPRESS WRITTEN WARRANTY OR SERVICE COMMITMENT, AND ANY UPDATES REQUIRED BY LAW, THE SOFTWARE AND FIRMWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND SCALABLES DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SCALABLES DOES NOT WARRANT THAT THE SOFTWARE, FIRMWARE, OR AI-GENERATED OUTPUTS WILL BE UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR EVERY APPLICATION.

15.3 Sample protocols, example code, demonstrations, AI-generated outputs, and informal technical advice do not create a separate warranty unless an authorized Scalables representative expressly makes that warranty in writing. They do not guarantee scientific or commercial results.

15.4 Consumers. Nothing in this Agreement excludes or restricts any warranty, conformity standard, remedy, product-liability right, or other consumer protection that applicable law says cannot be excluded or restricted.

16. Limitation of Liability

16.1 Business Customers. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF BUSINESS OPPORTUNITY. SCALABLES IS NOT LIABLE FOR LOSS OF SAMPLES, REAGENTS, CULTURES, EXPERIMENTAL MATERIAL, DATA, OR RESEARCH TIME EXCEPT TO THE EXTENT CAUSED BY LIABILITY THAT CANNOT LAWFULLY BE LIMITED. SCALABLES' AGGREGATE LIABILITY TO A BUSINESS CUSTOMER UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE TO SCALABLES FOR THE SOFTWARE, FIRMWARE, OR DAISY HARDWARE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. A signed agreement, statement of work, warranty, or marketplace or client agreement may establish a different allocation and will control for that transaction.

16.2 Exclusions. Nothing in this Agreement excludes or limits liability to the extent it cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, willful misconduct, gross negligence where non-waivable, or death or personal injury caused by negligence where applicable law prohibits limitation.

16.3 Consumers. The limitations in Section 16.1 apply to consumers only to the extent permitted by mandatory law. Mandatory local consumer remedies and limits on exclusion clauses prevail.

17. Business Customer Indemnification

To the extent permitted by law, a Business Customer will defend and indemnify Scalables against third-party claims arising from the Business Customer's unlawful use of the Software or Firmware, violation of this Agreement, infringement caused by Customer Content supplied by the Business Customer, or use of the Software, Firmware, or Daisy Hardware in a hazardous, clinical, diagnostic, or regulated application contrary to Scalables' written instructions. This section does not require indemnification for claims to the extent caused by Scalables' own negligence, willful misconduct, or breach of an express obligation.

18. Term, Suspension, and Termination

18.1 This Agreement is effective from your acceptance until terminated.

18.2 Scalables may suspend or terminate your license or account access for a material violation of this Agreement, security risk, fraud, nonpayment, legal requirement, or misuse that threatens Scalables, its customers, or third parties. Where practicable and appropriate, Scalables will give notice and an opportunity to cure before terminating a paid Business Customer license. Scalables may act immediately for active security threats, unlawful activity, or other urgent risk.

18.3 You may terminate this Agreement at any time by ceasing all use of the Software and Firmware and deleting your copies of the Software.

18.4 On termination you must stop using the Software and delete or destroy all copies of the Software in your possession. Termination does not affect rights and obligations that accrued before termination. Sections 4.5, 5, 7, 12, 15, 16, 17, 21, and 22, and any term that by its nature should survive, continue after termination.

18.5 Refunds for any paid license, subscription, or Daisy Hardware are governed by the Scalables Returns and Refunds Policy, any applicable subscription terms, and mandatory law. Activated software licenses and subscriptions are not returnable except as those terms or mandatory law provide.

19. Privacy and Communications

19.1 Scalables processes the personal information you provide at registration and while using the Software, including contact and organization details, your Registration ID, license or device identifiers, diagnostics, configuration information, and support logs, in accordance with the Scalables Privacy Policy published at https://scalables.com/privacy-policy/. The Privacy Policy is incorporated into this Agreement by reference. Where Scalables processes personal data on your organization's documented instructions, an applicable data processing agreement governs that processing, and a stricter signed agreement controls for the information it covers.

19.2 Scalables will send you operational messages needed to perform this Agreement, such as license activations, Update and security notices, and support responses. These are not marketing messages.

19.3 Scalables sends marketing communications only as permitted by applicable law and the Scalables Anti-Spam Policy, including obtaining your consent where required. You can unsubscribe from marketing at any time without affecting operational messages. Registering the Software does not by itself require you to receive marketing.

19.4 To exercise privacy rights, email [email protected] with the subject line "Privacy Request," as described in the Privacy Policy.

20. Changes to This Agreement

Scalables may update this Agreement for future versions of the Software or Firmware. The current version and its effective date will be published by Scalables, and material changes will be communicated in a reasonable manner where required by law or contract. Revised terms apply prospectively from their stated effective date. The version you accepted continues to govern the Software and Firmware you obtained under it, unless you accept a revised version (for example, when installing a later version that presents new terms) or applicable law requires the change. Revised terms do not retroactively change an accepted order, signed agreement, or accrued right.

21. Governing Law and Disputes

21.1 For Business Customers, this Agreement is governed by the laws of the State of Connecticut, without regard to conflict-of-law rules. Unless a signed agreement provides otherwise, the courts located in New Haven County, Connecticut, and the United States District Court for the District of Connecticut have exclusive jurisdiction over disputes arising from this Agreement, and each Business Customer consents to that jurisdiction.

21.2 Where permitted by law, Scalables and each Business Customer waive trial by jury for disputes arising from this Agreement. This waiver does not apply where prohibited or where a separate signed agreement provides a different dispute process.

21.3 For consumers, these governing-law and forum provisions do not deprive you of mandatory protections or courts available to you under the law of your habitual residence. EU/EEA, UK, Swiss, Norwegian, and Icelandic consumers retain any mandatory local consumer rights and jurisdiction rules that apply to them.

22. General Terms

22.1 If a provision of this Agreement is invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue. Failure to enforce a provision is not a waiver.

22.2 You may not assign this Agreement without Scalables' written consent, except as provided in Section 4.4 or where applicable law provides otherwise. Scalables may assign this Agreement in connection with a merger, reorganization, financing, or sale of substantially all relevant assets, subject to mandatory consumer rights or contractual restrictions.

22.3 Scalables is not responsible for delay or failure caused by events beyond its reasonable control, provided it uses reasonable efforts to mitigate the effect and resumes performance when practicable.

22.4 This Agreement, together with the documents incorporated by reference, is the entire agreement between you and Scalables regarding the Software and Firmware, unless a signed agreement says otherwise. It should be read together with the Scalables Terms and Conditions, Privacy Policy, Limited Warranty, Returns and Refunds Policy, Anti-Spam Policy, Cookies Policy, and General Disclaimer, as applicable. No agency, partnership, joint venture, fiduciary, franchise, or employment relationship is created by this Agreement.

23. Contact

Questions about this Agreement, licensing, security concerns, or product support may be directed to:

Scalables, LLC, 36 East Industrial Road, Branford, CT 06405, USA

[email protected], (475) 441-3264

24. Registration Acknowledgment and Acceptance

To complete registration, you must confirm the required statement below. The marketing option is optional and is not a condition of registration.