Terms and Conditions

Effective Date: September 29, 2026

1. Acceptance of Terms

These Terms and Conditions (the “Terms”) constitute a legally binding agreement between you (either an individual or a legal entity) (“Customer,” “you,” or “your”) and Zystem, Inc., a Delaware corporation doing business as Zymtrace (“Zymtrace,” “we,” “our,” or “us”), located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808, United States.

By downloading, installing, accessing, or using Zymtrace or any associated software, documentation, updates, or services (collectively, the “Software”), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority or if you do not agree with these Terms, you must not accept these Terms and may not use the Software.

If Customer and Zymtrace have entered into a Master Services Agreement, mutually accepted Order Form, or other signed agreement covering Customer’s use of the Software, that agreement governs that use and takes precedence over these Terms to the extent of any conflict. These Terms apply where no such agreement governs.

2. Definitions

In these Terms, the following definitions apply:

“Agreement” means these Terms and any Order Forms or other written agreements between Customer and Zymtrace regarding the Software.

“Authorized User” means an individual employee, contractor, or agent of Customer authorized by Customer to access and use the Software on Customer’s behalf in accordance with the Agreement, whether through login credentials or other permitted means of access.

“Customer Data” means any data, information, code, applications, configurations, or other materials that Customer or its Authorized Users process, store, generate, or analyze using the Software within Customer’s environment, and any such information Customer supplies to Zymtrace for support.

“Documentation” means the user manuals, specifications, and other written materials that describe the installation, operation, use, or technical specifications of the Software.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefor and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Order Form” means an ordering document mutually accepted by Customer and Zymtrace that specifies the commercial terms for Customer’s use of the Software, including fees, payment terms, subscription duration, and usage limitations. A Customer purchase order alone is not an Order Form unless expressly accepted as such by Zymtrace in writing.

“Software” means Zymtrace, including any associated components, tools, updates, modifications, configurations, documentation, and related materials provided by Zymtrace.

“Telemetry Data” means technical information about the Software’s own operation, performance, reliability, and usage, including operational metrics, version and environment information, deployment or user identifiers, usage events, and diagnostic information, as described in the Privacy Policy. Customer Data and Confidential Information do not lose their ownership or protections merely because they are included in telemetry or diagnostic materials.

3. License Grant

3.1 License Grant

Subject to your compliance with these Terms and payment of any applicable fees, Zymtrace grants you a limited, non-exclusive, non-transferable, non-sublicensable license, for the subscription period specified in an applicable Order Form or, if none is specified, for as long as these Terms remain in effect, to:

a) Install and deploy the Software within your environment in accordance with the Documentation;

b) Use the Software for your business operations, including in production environments;

c) Make a reasonable number of copies of the Software for backup and archival purposes; and

d) Allow your Authorized Users to use the Software in accordance with these Terms.

3.2 License Restrictions

Except as expressly permitted in these Terms or by applicable law, you shall not:

a) Modify, translate, adapt, or create derivative works based upon the Software;

b) Decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Software;

c) Remove, alter, or obscure any proprietary notices on the Software;

d) Rent, lease, loan, sell, sublicense, distribute, or otherwise transfer the Software;

e) Use the Software to provide services to third parties or operate it as a service bureau;

f) Allow unauthorized access to or use of the Software;

g) Use the Software to develop competing products or services;

h) Publicly disclose comparative benchmark results for the Software without our prior written consent (internal benchmarking and performance evaluation for your own use are permitted); or

i) Use the Software in violation of applicable laws or these Terms.

3.3 Open-Source and Third-Party Components

Components distributed under separate open-source or third-party licenses are governed by those licenses, and these Terms do not restrict rights granted under them. The proprietary Software remains subject to these Terms.

4. Customer Obligations and Responsibilities

4.1 General Obligations

Customer shall:

a) Use the Software in accordance with these Terms and applicable laws;

b) Be responsible for the accuracy and legality of Customer Data;

c) Maintain the security and confidentiality of access credentials;

d) Prevent unauthorized access to or use of the Software;

e) Promptly notify Zymtrace of any unauthorized use or security breaches;

f) Provide reasonable cooperation with support and troubleshooting when requested;

g) Comply with all Documentation and technical requirements;

h) Maintain adequate backups of Customer Data; and

i) Ensure Authorized Users comply with these Terms.

4.2 Technical Requirements

Customer is solely responsible for:

a) Providing and maintaining all hardware, software, and network infrastructure required to use the Software;

b) Installing and configuring the Software in accordance with Documentation;

c) Implementing appropriate security controls within Customer’s environment;

d) Meeting minimum system requirements as specified by Zymtrace; and

e) Maintaining compatibility with updates to the Software.

5. Data Rights and Privacy

5.1 Customer Data

Customer retains all rights, title, and interest in and to Customer Data. The Software is deployed within Customer’s environment. Zymtrace does not receive general access to that environment under these Terms. Product telemetry transmitted outside Customer’s environment is addressed in Section 5.2. Customer may separately authorize access to or disclosure of Customer Data for support under Section 5.3.

Customer is solely responsible for:

a) The collection, accuracy, quality, and legality of Customer Data;

b) The means by which Customer acquires and uses Customer Data;

c) Compliance with all applicable privacy and data protection laws;

d) Implementing appropriate security controls to protect Customer Data;

e) Maintaining backup copies of Customer Data; and

f) All activities involving Customer Data within Customer’s environment.

5.2 Product Telemetry

When telemetry is enabled, the Software may transmit Telemetry Data outside Customer’s environment to Zymtrace or its service providers. The categories collected and available controls depend on the Software component, configuration, and license, as described in the Privacy Policy. Self-hosting does not by itself mean that telemetry is disabled or that the Software makes no external connections.

As between the parties, Customer owns the Telemetry Data collected from its deployment. Customer authorizes Zymtrace and its service providers to collect and process Telemetry Data to maintain, troubleshoot, secure, and improve the Software, including evaluating its performance, reliability, and feature usage. Nothing in this Section transfers ownership of Customer Data or Customer’s Confidential Information to Zymtrace.

Zymtrace shall protect Telemetry Data using reasonable administrative, technical, and organizational safeguards and comply with applicable privacy and data protection laws. Zymtrace shall restrict access to personnel and service providers who need the data for these purposes and are subject to confidentiality obligations. Zymtrace shall not sell, rent, or lease Telemetry Data to third parties.

The Privacy Policy describes telemetry processing, controls, retention, service providers, and international transfers. Disabling a telemetry component does not itself disable other telemetry components or customer-configured external integrations, and does not relieve Customer of separately agreed payment, license-compliance, or usage-reporting obligations.

5.3 Support Data

Customer may separately supply diagnostic materials or authorize access to its environment for support. Customer grants Zymtrace permission to use that information only to provide the requested support and meet applicable legal obligations. Zymtrace shall protect information it receives using reasonable safeguards and the confidentiality obligations in Section 7, and limit service-provider access to what is necessary for that purpose and subject to confidentiality obligations.

Customer should redact credentials, secrets, and unnecessary personal or sensitive information before sharing diagnostic materials. Where the agreed support requires Zymtrace to process personal data on Customer’s behalf, the parties shall enter into an appropriate data processing agreement before that processing begins.

6. Intellectual Property Rights

6.1 Zymtrace Ownership

Zymtrace and its licensors own and retain all right, title, and interest in and to:

a) The Software and all modifications, improvements, and derivative works;

b) All Intellectual Property Rights in the Software; and

c) All Zymtrace confidential information and trade secrets.

Nothing in these Terms transfers any rights to Customer except the limited license expressly granted herein.

Zymtrace does not acquire ownership of Customer Data or Customer’s Confidential Information through telemetry collection. Zymtrace’s permission to process Telemetry Data is limited to Section 5.2 and the Privacy Policy.

6.2 Customer Ownership

Customer owns and retains all right, title, and interest in and to:

a) Customer Data and all Intellectual Property Rights therein;

b) Customer’s confidential information and trade secrets; and

c) Customer’s systems, networks, and environments.

6.3 Feedback

If Customer provides any feedback, suggestions, or recommendations regarding the Software, Customer hereby grants Zymtrace a perpetual, irrevocable, worldwide, royalty-free license to use such feedback for any purpose without restriction.

7. Confidentiality

7.1 Definition

“Confidential Information” means any non-public information disclosed by either party to the other party in connection with these Terms, whether in written, oral, electronic, or other form, 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.

7.2 Obligations

Each party shall:

a) Protect the other party’s Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care;

b) Not use any Confidential Information for any purpose outside the scope of these Terms;

c) Limit access to Confidential Information to those employees, contractors, agents, and service providers who need such access for purposes consistent with these Terms and who are bound by confidentiality obligations at least as protective as those in these Terms; and

d) Not disclose Confidential Information to any other third party without prior written consent, except as permitted by Section 5 or Section 7.4.

7.3 Exclusions

Confidential Information does not include information that:

a) Is or becomes generally known to the public through no fault of the receiving party;

b) Was known to the receiving party prior to disclosure;

c) Is rightfully received from a third party without restriction; or

d) Is independently developed without use of Confidential Information.

7.4 Compelled Disclosure; Return; Survival

A party may disclose Confidential Information to the extent required by law or a valid order of a court or governmental authority, provided it gives prompt notice to the other party where legally permitted and reasonably cooperates with efforts to limit or protect the disclosure. Upon request or termination, each party shall return or destroy the other party’s Confidential Information, except copies retained in legally required records or routine backups, which remain protected under this Section until deleted in the ordinary course. The obligations in this Section 7 survive for five (5) years after termination and, for trade secrets, for as long as the information remains a trade secret under applicable law.

8. Warranty Disclaimer

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. ZYMTRACE SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

ZYMTRACE DOES NOT WARRANT THAT:

a) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

b) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;

c) THE RESULTS FROM USING THE SOFTWARE WILL BE ACCURATE OR RELIABLE;

d) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED; OR

e) THE SOFTWARE WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, SYSTEM, OR NETWORK.

YOU ACKNOWLEDGE THAT:

a) ANY USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND DISCRETION;

b) YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SYSTEMS OR LOSS OF DATA; AND

c) ZYMTRACE SHALL NOT BE RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK, SYSTEMS, HARDWARE, OR SERVICES.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

a) IN NO EVENT SHALL ZYMTRACE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE SOFTWARE OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF ZYMTRACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b) ZYMTRACE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SOFTWARE OR THESE TERMS SHALL NOT EXCEED THE GREATER OF:

• THE AMOUNT PAID BY CUSTOMER TO ZYMTRACE FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR
• FIVE HUNDRED DOLLARS ($500).

c) THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY TO ALL CAUSES OF ACTION, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

d) THE ABOVE LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, EITHER PARTY’S FRAUD OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

10. Term and Termination

10.1 Term

These Terms commence upon your acceptance and continue until terminated in accordance with this section.

10.2 Termination

Either party may terminate these Terms:

a) Immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receiving written notice;

b) Immediately if the other party becomes insolvent, makes a general assignment for creditors, files for bankruptcy, or similar proceedings; or

c) At any time upon thirty (30) days written notice, except that neither party may terminate for convenience a paid subscription during a committed subscription period specified in an Order Form unless that Order Form expressly permits it.

10.3 Effect of Termination

Upon termination:

a) All licenses granted herein shall immediately terminate;

b) You must cease all use of the Software;

c) You must cease use of and destroy or remove all copies of the Software and Documentation, except copies contained in legally required records or routine backups, which may not be used and must be deleted in the ordinary course;

d) You must pay any outstanding fees, including fees for the remainder of any committed subscription period if termination results from your uncured material breach; and

e) Each party shall return or destroy all Confidential Information of the other party.

11. Indemnification

You agree to defend Zymtrace and its officers, directors, employees, and agents against any third-party claim, demand, suit, or proceeding arising from:

a) Customer Data, or Zymtrace’s authorized use of Customer Data, infringing, misappropriating, or violating a third party’s rights;

b) Your use of the Software in violation of these Terms or applicable law; or

c) Your negligence or willful misconduct;

and to indemnify and hold them harmless from damages, costs, and reasonable attorneys’ fees finally awarded by a court in respect of such a claim or agreed in a settlement you approve. Zymtrace shall promptly notify you of the claim, allow you to control its defense and settlement, and provide reasonable assistance at your expense; delayed notice relieves you of your obligations only to the extent you are materially prejudiced. You may not settle a claim in a manner that requires Zymtrace to admit fault, pay amounts not covered by this Section, or undertake non-monetary obligations without Zymtrace’s prior written consent, not to be unreasonably withheld.

12. Export Compliance

The Software may be subject to U.S. export control laws and regulations. You agree to:

a) Comply with all applicable export control laws and regulations;

b) Not export, re-export, or transfer the Software to prohibited countries, entities, or individuals;

c) Obtain any necessary export licenses or permits; and

d) Be solely responsible for compliance with import laws in your jurisdiction.

13. Government Rights

If you are a U.S. government entity or use the Software on behalf of a U.S. government entity, the Software and Documentation are commercial computer software and commercial computer software documentation, licensed with only the rights granted to all other customers under these Terms, to the extent permitted by applicable law.

14. General Provisions

14.1 Assignment

You may not assign or transfer these Terms or any rights hereunder without Zymtrace’s prior written consent. Zymtrace may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

14.2 Severability

If any provision of these Terms is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

14.3 Waiver

No waiver of any term or condition shall constitute a further or continuing waiver of such term or condition. Failure to assert rights or remedies shall not constitute a waiver.

14.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, natural disasters, or governmental actions. This section does not excuse payment obligations.

14.5 Notices

All notices must be in writing and shall be deemed effective upon:

a) Personal delivery; b) The second business day after mailing; or c) The day of sending by confirmed email.

Notices to Zymtrace:

Zystem, Inc. d/b/a Zymtrace

251 Little Falls Drive Wilmington, New Castle County, Delaware 19808, United States

Email: legal@zymtrace.com

14.6 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal action arising out of these Terms shall be litigated exclusively in the federal or state courts located in Delaware, and the parties consent to personal jurisdiction in those courts.

14.7 Amendments

Zymtrace may update these Terms by posting a revised version on its website. Updates become effective on the first day of the calendar month following the month in which they were first posted, and apply from that date to use of the Software that is not governed by a signed agreement or committed Order Form. Your continued use of the Software after that date constitutes acceptance; if you do not agree to the updated Terms, stop using the Software before they take effect. Updates do not amend a signed agreement or change the terms of a committed subscription period without written agreement of both parties.

15. Beta Products/Features

15.1 Beta Status

Zymtrace, or certain features within Zymtrace may be marked as “Beta” or “Preview.” These features are provided for evaluation purposes and may:

• Be subject to additional terms or restrictions
• Have limited support availability
• Be modified or discontinued without notice
• Not have the same performance or security levels as generally available features

15.2 Beta Feature Usage

For features marked as Beta:

• Production use is at your discretion
• No service level commitments apply to these specific features
• Standard support may be limited for these features
• Additional documentation or requirements may apply

All other aspects of Zymtrace, including generally available features, remain subject to the standard terms and conditions outlined in this agreement.

16. Entire Agreement

These Terms, together with any Order Forms, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior and contemporaneous agreements concerning that subject matter, except that a Master Services Agreement or other signed agreement between the parties governs to the extent described in Section 1. Except as provided in Section 14.7, modifications require written agreement by both parties.