American Calan Software and SaaS Terms of Service

Version 1.1 | Effective June 1, 2026

Contents

Definitions
Scope, Acceptance, and Term
License Grant and Use
Fees, Payment, Suspension, Termination, and Post-Termination Access
Service Availability and Support
Data Ownership, Privacy, and Security
Confidentiality and Intellectual Property
Warranties, Indemnification, and Limitation of Liability
General Provisions

About these Terms

American Calan, Inc. provides software and Software as a Service products to its customers. These Terms set out how American Calan delivers those products and the rights and responsibilities of both parties.

These Terms cover:

How a subscription begins, runs, renews, and ends — including the Service Commencement Date, Subscription Term, renewal process, and post-termination access to data.
What Customer pays and when, and what happens if payment is late or service is suspended.
The service Calan provides including availability, backups, support, security incident notification, and Customer credentials.
How Calan handles Customer Data including ownership, privacy, subprocessors, data export, and deletion.
The legal framework governing the relationship including confidentiality, intellectual property, warranties, indemnification, and limitation of liability.

1. Definitions

“American Calan,” “Calan,” “we,” or “us” means American Calan, Inc., a New Hampshire corporation with a principal place of business at 454 Jenness Pond Road, Northwood, NH 03261. “Customer,” “you,” or “your” means the entity that issues an Order or makes payment for access to the Software or SaaS Services. “Agreement” means these Subscription Terms together with any applicable Order. “Order” means a proposal, purchase order, invoice, or other purchasing document issued or accepted by Calan that specifies the SaaS Services, Subscription Term, and fees. “Software” means all Calan-proprietary software products and SaaS offerings made available by Calan, together with associated applications, firmware, updates, upgrades, patches, and documentation. “SaaS Services” means the cloud-hosted, subscription-based services through which Customer accesses the Software. “Calan Hardware” means Calan-manufactured devices that interface with the SaaS Services; Calan Hardware and embedded firmware are governed by a separate Hardware Warranty Agreement. Software licenses associated with Calan Hardware are pooled licenses governed by this Agreement and are not bound to any specific device. “Customer Data” means all data, content, and information submitted by Customer or its Authorized Users through the SaaS Services. “Customer Proprietary Data” means the scientific and protocol content created by Customer or its sponsors, including study designs, treatment formulations, animal groupings, health records, and any third-party research protocols or formulations provided to Customer for contract research. It does not include reference data such as identifiers and inventory records used within the SaaS Services. “Output” means reports, analytics, visualizations, and other results generated by the SaaS Services from Customer Data. “Operational Data” means de-identified telemetry, usage metrics, system performance data, hardware sensor and event data, and reference data within the SaaS Services. Calan may use Operational Data for product development, machine learning, benchmarking, and other commercial purposes. Operational Data, separated from Customer-created research context, does not constitute Customer Proprietary Data. “Subscription Term” means the period during which Customer is licensed to access the SaaS Services, as defined in the applicable Order. “Service Commencement Date” means the date on which Calan provisions the IQ_Base License for Customer in the SaaS Services, as recorded in the SaaS Services. “Authorized Users” means employees, contractors, or agents of Customer who are authorized by Customer to access the SaaS Services. “Confidential Information” means non-public information disclosed by one party to the other 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.

2. Scope, Acceptance, and Term

Scope. This Agreement governs Customer’s access to and use of all Calan Software and SaaS Services. In the event of a conflict, the order of precedence is: (1) a signed Order; (2) these Subscription Terms; (3) any other documents incorporated by reference. The terms of an Order control only with respect to the specific commercial terms expressly stated therein (for example, fees, Subscription Term, or licensed quantity).

Acceptance. This Agreement becomes binding when Calan accepts an Order. Calan will issue a quote, proposal, or invoice identifying the SaaS Services, Subscription Terms govern the Order. Acceptance is complete when Calan has issued the quote, proposal, or invoice and Customer has issued payment or a corresponding Purchase Order. Calan’s acceptance is conditional on Customer’s assent to these Subscription Terms; any additional or conflicting terms in Customer’s documents are rejected unless expressly agreed to in writing by Calan. The individual authorizing the Order on behalf of Customer represents authority to bind Customer. Renewal is governed by the Term and Renewal clause below.

Term and Renewal. Each Order specifies a Subscription Term length. The Subscription Term begins on the Service Commencement Date as defined in Section 1, and continues for the length specified in the Order. All licenses included in the initial Order including IQ_Base, station licenses, and any other licensed products — share the same Subscription Term, regardless of when individual licenses are provisioned or assigned to specific hardware or users within the SaaS Services. Fees and license quantities in the original Order are fixed for the duration of the Subscription Term. Additional licenses, expanded quantities, or new product types added during the Term are priced at Calan’s then-current rates unless otherwise agreed in the applicable Order; such add-on licenses are activated upon provisioning by Calan and co-terminate with the existing Subscription Term, with pro-rated pricing calculated as the applicable annual rate multiplied by the number of days remaining in the Subscription Term divided by three hundred sixty-five (365). This Agreement does not auto-renew. Calan will send Customer a renewal notice in advance of the end of the Subscription Term, typically ninety (90) days prior, identifying proposed renewal pricing, term length, and any changes to the SaaS Services, and will issue a renewal invoice in advance of the end of the Subscription Term, typically thirty (30) days prior. If Customer does not affirmatively renew by the end of the Subscription Term, the SaaS Services will end and the post-termination access provisions of Section 4 shall apply. Calan will support Customer throughout the Subscription Term in accordance with Section 5.

License Capacity. License quantities purchased in an Order represent capacity available to Customer for the duration of the Subscription Term. Customer is not entitled to refunds or credits for unused capacity, and unused capacity does not carry over to subsequent Subscription Terms.

Stability of Terms. The Terms in effect at the start of a Subscription Term remain in effect for that Subscription Term; updates apply only to Subscription Terms beginning after the update’s effective date.

3. License Grant and Use

License. Subject to Customer’s timely payment of all fees, Calan grants Customer a limited, non exclusive, non transferable, non-sublicensable license to access and use the Software and SaaS Services during the Subscription Term solely for Customer’s internal business purposes.

Acceptable Use. Customer shall not, and shall not permit any third party to: (a) access, copy, decompile, or derive the source code of the Software; (b) resell, sublicense, or commercially redistribute the SaaS Services; (c) circumvent licensing, access controls, or security features; or (d) use the SaaS Services in any manner that violates applicable law. Customer is responsible for its Authorized Users’ compliance with this Agreement.

Beta and Early Access Features. Calan may make beta, pilot, evaluation, or early access features available with notice to Customer. Such features are provided “AS IS” without warranty of any kind, may be modified or discontinued at any time without notice, and are not covered by the warranties, service levels, or availability commitments otherwise applicable to the SaaS Services.

4. Fees, Payment, Suspension, Termination, and Post-Termination Access

Fees. Customer agrees to pay all fees set forth in the applicable Order. Calan issues invoices upon Calan’s acceptance of an Order, upon Customer’s written request, or as otherwise specified in the Order. Amounts not paid when due may accrue interest at the maximum rate permitted by applicable law. Fees are exclusive of taxes; Customer is responsible for all taxes associated with its purchases, excluding taxes on Calan’s net income.

Fee Commitment; Refund on Calan Breach. Fees are committed upon Calan’s acceptance of an Order and remain due for the full Subscription Term, regardless of Customer’s continued use. Fees are not subject to cancellation or refund, except (a) as stated in a signed Order, (b) as required by applicable law, or (c) where Customer terminates for Calan’s uncured material breach, in which case Calan shall refund, pro rata, prepaid fees attributable to the unused portion of the then-current Subscription Term. Isolated technical issues, transient outages, and performance issues that do not constitute material breach are not grounds for refund.

Suspension. Calan may suspend Customer’s access if (a) Customer fails to pay any amount due and such failure continues for ten (10) days after written notice; (b) Customer’s use poses a security risk or may harm Calan’s systems or other customers; or (c) Customer is in material breach of this Agreement. Calan will restore access promptly upon resolution.

Termination for Cause. Either party may terminate upon written notice if the other materially breaches this Agreement and fails to cure within thirty (30) days after receiving written notice specifying the breach in reasonable detail. Upon expiration or termination, all licenses cease subject to the post-termination access provisions below; Customer must cease use of the Software and SaaS Services following those periods; and all outstanding fees become immediately due.

Post-Termination Access. Following expiration or termination, Customer’s access is governed by the following:

(a) Grace Period Days 1–30. Authorized Users retain full access at no additional charge for thirty (30) days following expiration. If Customer renews during the Grace Period, the new Subscription Term commences on the day following expiration, and fees are calculated accordingly.

(b) Read Only Period — Day 31 onward. If Customer does not renew during the Grace Period, Authorized Users transition to read only access on Day 31. Read only access permits viewing and machine readable export of existing records at no charge. The SaaS Services do not accept new data from Calan Hardware, generate new records, or support active operations during the Read Only Period. Customer may operate Calan Hardware independently in unmanaged mode; in such mode, the SaaS Services do not capture or process data from that hardware. Customer is not entitled to platform updates, new features, releases, integrations, or support during the Read-Only Period. Customer’s right to request deletion under Section 6 is unaffected.

(c) Data Retention Minimum. Calan retains Customer Data and Read Only access for a minimum of one (1) year from expiration, except upon Customer’s written authorization to delete sooner.

(d) Post Retention Deletion. After the one year retention minimum, Calan may delete Customer Data at its discretion without further notice. Calan may retain Customer Data as required for legal compliance, dispute resolution, contract enforcement, and routine backups for a reasonable period.

(e) New Subscription After Non Renewal. A Customer that has not renewed may subscribe again by entering a new Order at Calan’s then current rates, subject to the acceptance process in Section 2.

5. Service Availability and Support

Availability. Calan will use commercially reasonable efforts to make the SaaS Services available during the Subscription Term, subject to scheduled maintenance and circumstances beyond Calan’s reasonable control. Calan’s target for monthly availability is ninety-nine percent (99%), excluding scheduled maintenance, Customer-caused unavailability, third party outages, and force majeure events. This is a performance objective, not a service-level agreement, and does not give rise to service credits.

Backup and Disaster Recovery. Calan maintains regular backups of the SaaS Services and Customer Data and maintains disaster recovery procedures consistent with industry standards for hosted enterprise software platforms.

Security Incident Notification. In the event of a confirmed security incident affecting Customer Data, Calan will notify Customer without undue delay and within seventy two (72) hours of confirmation. The notification will describe the incident, the categories of Customer Data affected to the extent known, and Calan’s response measures.

Credentials. Customer is responsible for maintaining the confidentiality of all account credentials and must promptly notify Calan of any suspected unauthorized access or security breach. Authentication services are provided through a third party identity platform engaged by Calan.

Compliance Documentation. Upon reasonable written request and no more than once annually, Calan will provide documentation describing Calan’s security and data handling practices and demonstrating compliance under this Agreement.

Support. Calan will use commercially reasonable efforts to respond to support requests during business hours, typically within one business day. Customers may submit requests by email to support@americancalan.com or by telephone to (603) 942-7711. Business hours are Monday through Friday, 8:30 a.m. to 5:00 p.m. Eastern Time, excluding U.S. federal holidays. Support covers the configuration and operation of the SaaS Services as delivered. Calan does not provide support for any third party software, customer modifications to the SaaS Services, or non-Calan integrations, and does not include custom development or on site services unless separately agreed in writing.

6. Data Ownership, Privacy, and Security

Customer Ownership. As between the parties, Customer owns all Customer Data, Customer Proprietary Data, and Output. Nothing in this Agreement transfers ownership to Calan.

Calan’s Limited Use. Calan personnel do not access Customer Proprietary Data except as necessary to provide Customer-requested support, perform infrastructure maintenance, or comply with legal obligations. Such access is limited to authorized personnel under written confidentiality obligations. Calan will not use Customer Proprietary Data or any derivative for product development, training of machine learning models, or any commercial purpose without Customer’s prior written consent. Calan owns Operational Data and may use it to operate, improve, and develop its products and services.

Subprocessors and Authorized Personnel. Calan may engage subprocessors and authorized personnel located within or outside of the United States to deliver and support the SaaS Services. All persons and entities authorized to access Customer Data are bound by written confidentiality and security obligations no less protective than those set forth in this Agreement. Calan remains responsible for subprocessor and authorized personnel performance with respect to Customer Data.

Cloud Infrastructure. Customer Data is hosted on infrastructure provided by an enterprise-grade cloud service provider that maintains industry-leading security certifications and follows enterprise security best practices, including encryption of Customer Data in transit and at rest, identity and access management controls, network isolation, vulnerability management, and continuous security monitoring.

Export During Term. Customer may export Customer Data in machine-readable format at any time during the Subscription Term using the export functionality provided within the SaaS Services.

Customer-Requested Deletion. Calan will delete Customer Data upon written request from an authorized Customer representative during an active Subscription Term or the Read-Only Period described in Section 4. Calan does not hold Customer Data as a condition of Customer’s payment or compliance with this Agreement.

7. Confidentiality and Intellectual Property

Confidentiality. Each party shall hold the other’s Confidential Information in strict confidence, use it only to fulfill its obligations or exercise its rights under this Agreement, and disclose it only to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations at least as protective. Confidentiality obligations do not apply to information that is publicly known through no breach, was rightfully known before disclosure, is independently developed, or is required to be disclosed by law or court order with prompt notice to the disclosing party. Obligations survive for three (3) years, except that trade secret obligations continue as long as the information qualifies as a trade secret under applicable law.

Intellectual Property. Calan retains all right, title, and interest in the Software, SaaS Services, documentation, and underlying technology. No rights are granted to Customer except as expressly stated. If Customer provides Calan with suggestions or feedback, Customer grants Calan a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate such feedback without restriction or compensation.

8. Warranties, Indemnification, and Limitation of Liability

Warranties. Calan warrants that (a) it has the authority to enter into this Agreement, and (b) the SaaS Services will perform materially in accordance with Calan’s then-current documentation during the Subscription Term. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SOFTWARE AND SAAS SERVICES ARE PROVIDED “AS IS.” CALAN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Indemnification by Calan. Calan will defend Customer against third-party claims that the Software or SaaS Services infringe a valid patent, copyright, or trademark, subject to Customer’s prompt notice, cooperation, and grant of defense control to Calan. This obligation does not apply to claims arising from (a) Customer’s modification of the Software or SaaS Services; (b) combination with products, services, or data not provided by Calan where the claim would not have arisen but for such combination; or (c) Customer’s continued use after Calan has provided a non-infringing alternative.

Indemnification by Customer. Customer will defend Calan against third-party claims arising from Customer’s breach of this Agreement, Customer Data, or Customer’s use of the SaaS Services in violation of applicable law.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EXCEPT AS PROVIDED BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. These limitations do not apply to: (a) indemnification obligations under Section 8; (b) breach of confidentiality under Section 7; (c) Customer’s payment obligations under Section 4; or (d) gross negligence or willful misconduct.

9. General Provisions

Governing Law and Venue. This Agreement is governed by the laws of the State of New Hampshire, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts of the State of New Hampshire. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Changes to Terms. Calan may update these Terms and will notify customers of any material change. Current Terms are posted at www.americancalan.com. Updated Terms apply only to Subscription Terms commencing after the effective date of the update, as set forth in Section 2. Calan archives prior versions and makes them available to Customers whose Subscription Terms began under those versions.

Force Majeure; Export; Assignment. Neither party is liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control. Each party will comply with applicable export control and trade sanctions laws. Neither party may assign this Agreement without the other’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets, with the assignee agreeing in writing to be bound.

Notices. All legal notices must be in writing and delivered by email with confirmation of receipt, overnight courier, or certified mail. Notices to Calan shall be sent to: American Calan, Inc., P.O. Box 307, Northwood, NH 03261, Attention: Legal, with a copy by email to office@americancalan.com.

Entire Agreement. This Agreement, together with all applicable Orders, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, and communications on its subject matter. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions continue in full force. No failure to exercise any right constitutes a waiver. The parties are independent contractors. This Agreement may be executed in counterparts, including by electronic signature. Sections 1, 4 (post-termination access and outstanding fees), 6, 7, 8, and 9 survive expiration or termination.

Questions about these Terms? Contact American Calan at office@americancalan.com or (603) 942-7711.