Terms of Use
1. Acceptance of Terms
These Terms of Use ("Terms") govern your access to and use of the OpenCryo platform ("Platform"), including the hosted cloud service ("OpenCryo Cloud"), APIs, mobile applications, and organization portals operated by Improbability Works, LLC ("we," "us," or "our"). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, do not use the Platform.
If you are using the Platform on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.
2. Description of Service
OpenCryo is a cryogenic specimen chain-of-custody management platform. The Platform provides tools for tracking specimens, managing storage locations, recording custody transfers, processing orders through configurable portals, monitoring cryogenic equipment, and maintaining audit trails.
OpenCryo Cloud is the hosted version of the Platform operated by Improbability Works, LLC. The Platform software is also available under the Business Source License 1.1 ("BSL") for self-hosted deployment. These Terms govern use of OpenCryo Cloud specifically; self-hosted deployments are governed by the BSL license terms.
The OpenCryo protocol specification is published separately under the Apache License 2.0 and is not subject to these Terms.
3. Accounts and Access
3.1 Organization Accounts
Access to OpenCryo Cloud requires an organization account. The individual who creates the account is the initial administrator and is responsible for managing users, roles, and permissions within the organization.
3.2 User Accounts
Organization administrators invite users and assign roles that determine their level of access. Users authenticate via passkey (WebAuthn) or magic link email. Users are responsible for maintaining the security of their authentication credentials and registered devices.
3.3 Client Portal Accounts
End clients who interact with the Platform through an organization's sales or client portal may create accounts scoped to that portal. Client accounts provide access only to the client's own orders, agreements, and authorized information.
3.4 Account Security
You are responsible for all activity that occurs under your account. You must notify us promptly if you suspect unauthorized access. We are not liable for losses resulting from unauthorized use of your account where you have failed to maintain adequate security of your credentials or devices.
4. Acceptable Use
You agree to use the Platform only for lawful purposes and in accordance with these Terms. You agree not to: attempt to gain unauthorized access to any part of the Platform, other accounts, or connected systems; interfere with or disrupt the Platform's operation or the servers and networks connected to it; use the Platform to store or transmit material that infringes intellectual property rights; use the Platform to store or transmit malicious code; reverse engineer, decompile, or disassemble any part of the Platform except as expressly permitted by the BSL license; use the Platform in any manner that violates applicable laws or regulations, including HIPAA, GDPR, and state privacy laws; or resell, sublicense, or provide the hosted service to third parties as a competing offering.
5. Organizational Data Ownership
5.1 Your Data
Organizations retain ownership of all data they enter into the Platform, including specimen records, client information, order data, agreements, and operational configurations. We claim no ownership interest in your data.
5.2 License to Operate
By using the Platform, you grant us a limited license to host, process, store, and transmit your data solely for the purpose of operating the Platform and providing the services you have requested. This license terminates when your data is deleted from our systems.
5.3 Data Portability
You may export your data at any time through the Platform's export functionality. Upon termination of your subscription, you will have a 30-day transition period to export your data, as described in our Privacy Policy.
5.4 Multi-Organization Data
The Platform supports relationships between organizations where data may be shared according to configured visibility rules. Each organization controls what data it shares with partner organizations. Shared data remains subject to the originating organization's ownership. Establishing an inter-organization relationship constitutes consent to the data sharing configured within that relationship.
6. Inter-Organization Relationships and Federation
The Platform enables organizations to establish relationships for specimen exchange, order fulfillment, and coordinated workflows. These relationships are configured by organization administrators and govern the visibility and sharing of data between the participating organizations.
When an inter-organization relationship is terminated, active data sharing ceases. Historical records of transactions, custody events, and audit entries that occurred during the relationship are retained by all organizations that were involved, consistent with the Platform's audit integrity requirements. No organization can unilaterally erase another organization's historical record of a shared transaction.
7. Portals
Organizations may create and operate sales portals and client portals through the Platform. These portals are branded and configured by the organization. The organization operating a portal is responsible for the accuracy of information presented through its portal, the agreements and terms presented to clients through its portal, compliance with applicable laws governing the services offered through its portal, and collecting any required consents from clients.
Improbability Works, LLC provides the portal infrastructure but does not control, review, or endorse the content, agreements, or services that organizations offer through their portals.
8. Payment Processing
Payment processing through the Platform is handled by third-party providers (Stripe, Revolut, and Authorize.net). Your use of these payment services is subject to the respective provider's terms of service and privacy policy. We are not a party to the payment transaction between the organization and its clients; we provide only the integration infrastructure.
Organizations are responsible for configuring their payment providers correctly, including enabling webhook signature verification and maintaining valid API credentials.
9. Intellectual Property
9.1 Platform
The Platform software, user interface, documentation, and associated intellectual property are owned by Improbability Works, LLC and protected by applicable intellectual property laws. The Platform implementation is licensed under the Business Source License 1.1, which permits internal non-production use and self-hosted deployment subject to its terms. Each version of the Platform software converts to the Apache License 2.0 four years after its release.
9.2 Protocol Specification
The OpenCryo protocol specification is published under the Apache License 2.0 and may be freely used, modified, and distributed subject to that license's terms.
9.3 Feedback
If you provide suggestions, ideas, or feedback about the Platform, we may use that feedback without restriction or obligation to you.
10. Service Availability
We strive to maintain high availability of OpenCryo Cloud but do not guarantee uninterrupted or error-free operation. We may temporarily suspend access for maintenance, updates, or security reasons. We will provide reasonable advance notice of planned maintenance where feasible.
We do not currently offer formal Service Level Agreements. Organizations requiring guaranteed uptime commitments should contact us to discuss enterprise arrangements.
11. Warranty Disclaimer
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE ERROR-FREE.
THE PLATFORM PROVIDES TOOLS TO SUPPORT REGULATORY COMPLIANCE (INCLUDING HIPAA), BUT WE DO NOT WARRANT THAT USE OF THE PLATFORM WILL ENSURE COMPLIANCE WITH ANY PARTICULAR LAW OR REGULATION. COMPLIANCE IS THE RESPONSIBILITY OF EACH ORGANIZATION AND DEPENDS ON ORGANIZATIONAL POLICIES, PROCEDURES, AND USE OF THE PLATFORM'S FEATURES.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IMPROBABILITY WORKS, LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, LOSS OF REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.
OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THE PLATFORM SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM.
THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
13. Indemnification
You agree to indemnify and hold harmless Improbability Works, LLC, its officers, and its agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Platform, your violation of these Terms, your violation of applicable laws, or the content and services you offer through your organization's portals.
14. Termination
14.1 By You
You may terminate your use of the Platform at any time by contacting us. Organization administrators may deactivate user accounts within their organization at any time.
14.2 By Us
We may suspend or terminate your access to the Platform if you violate these Terms, if your use poses a security risk to the Platform or other users, if required by law, or if your subscription payment is delinquent for more than 30 days. We will provide reasonable notice before termination except where immediate action is necessary to protect the Platform or comply with law.
14.3 Effect of Termination
Upon termination, you will have a 30-day transition period to export your data. After the transition period, your account will be deactivated and operational functionality will be disabled. Data retention after termination is governed by our Privacy Policy.
Sections 5.1, 9, 11, 12, 13, and 15 survive termination.
15. Governing Law and Disputes
These Terms are governed by the laws of the State of New Hampshire, without regard to conflict of law principles. Any disputes arising from or relating to these Terms or the Platform shall be resolved in the state or federal courts located in New Hampshire, and you consent to the personal jurisdiction of those courts.
16. General Provisions
Entire Agreement. These Terms, together with our Privacy Policy and any executed Business Associate Agreement or subscription agreement, constitute the entire agreement between you and Improbability Works, LLC regarding the Platform.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.
Waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.
Assignment. You may not assign your rights or obligations under these Terms without our written consent. We may assign our rights and obligations without restriction.
Notices. We may provide notices to you via the email address associated with your account or through the Platform interface. You may provide notices to us at the contact information in Section 17.
17. Contact
For questions about these Terms:
Improbability Works, LLC
Email: legal@opencryo.io