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    SaaS Services Agreement

    Software as a Service Agreement between Otryx, Inc. (Zeldent) and customers

    Zeldent SaaS Services Agreement

    This SaaS Services Agreement (“Agreement”) is entered into by and between Otryx, Inc., a Delaware corporation with offices at 9111 Cross Park Dr. D200 #1065, Knoxville TN 37921 (“Zeldent,” “we,” “us,” or “our”), and the entity or individual accepting this Agreement (“Customer,” “you”).

    By subscribing to Zeldent, Customer agrees to the terms of this Agreement.

    1. Definitions

    • Agreement means this SaaS Services Agreement, the Subscription Agreement, the Business Associate Agreement (BAA), and any policies incorporated by reference.
    • BAA means the Business Associate Agreement available at /legal/business-associate-agreement, incorporated into this Agreement.
    • Customer Data means all data, records, and information (including PHI) that Customer submits to or processes through the Services.
    • Derived Data means aggregated, anonymized, or statistical information generated by Zeldent from Customer Data, which does not identify Customer or any individual.
    • Documentation means user guides, help articles, and other materials provided by Zeldent.
    • Services means the hosted Zeldent platform and related services.
    • Subscription Agreement means the executed order form or confirmation describing Customer’s subscription plan, fees, and payment terms.

    2. Access and Use of Services

    • Zeldent grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term.
    • Customer must ensure its users comply with this Agreement.
    • Customer will not: (a) sublicense or resell the Services, (b) attempt to reverse engineer or circumvent limitations, (c) use the Services for unlawful purposes, or (d) use the Services to develop a competing product.

    3. Customer Responsibilities

    • Customer is responsible for: (a) accuracy of Customer Data, (b) maintaining secure credentials, (c) complying with all applicable laws (including HIPAA), and (d) ensuring its users are authorized.
    • Customer will not upload malicious code, attempt unauthorized access, or interfere with Service operation.

    4. Fees and Payment

    • Fees are as set forth in the Subscription Agreement.
    • All fees are due and payable in full prior to the commencement of Services. Zeldent has no obligation to provide access until payment is received and cleared.
    • All payments are non-refundable, except as expressly provided.
    • Unless otherwise specified in the Subscription Agreement, all fees are subscription-based, non-cancellable, and not contingent on usage or outcomes.
    • Zeldent may suspend Services for overdue payments.

    5. Data Ownership and Use

    • Customer Data. Customer retains all rights, title, and interest in Customer Data. Zeldent does not sell, rent, or share Customer Data with third parties.
    • Derived Data. Zeldent may generate and own Derived Data (e.g., aggregated benchmarks, practice insights) provided that such data cannot identify Customer or individuals. Zeldent may use Derived Data for analytics, product improvement, and marketing insights.
    • Access After Termination. Upon request within 30 days of termination, Zeldent will make Customer Data available for export. After 30 days, Zeldent may securely delete Customer Data.

    6. HIPAA and Security

    • The BAA governs the use and protection of PHI.
    • Zeldent will maintain industry-standard administrative, physical, and technical safeguards to protect Customer Data, including encryption and audit logging.

    7. Confidentiality

    • Each party agrees to protect the other’s Confidential Information with the same care it uses for its own (no less than reasonable care).
    • Confidentiality obligations survive termination.

    8. Intellectual Property

    • Zeldent retains all rights, title, and interest in the Services, Documentation, Derived Data, and underlying technology.
    • Customer may provide feedback; Zeldent may use such feedback without restriction.

    9. Warranties and Disclaimers

    • Zeldent warrants that the Services will materially conform to Documentation.
    • EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS.” ZELDENT DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

    10. Indemnification

    • By Zeldent. Zeldent will defend and indemnify Customer against third-party claims alleging that the Services infringe intellectual property rights.
    • By Customer. Customer will defend and indemnify Zeldent against claims arising from: (a) Customer Data, (b) Customer’s breach of this Agreement or law, or (c) unauthorized use of the Services.
    • Each party must provide prompt notice, cooperation, and control of defense to the indemnifying party.

    11. Limitation of Liability

    • NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
    • EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO ZELDENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

    12. Term and Termination

    • This Agreement begins on the Subscription Start Date and continues for the term specified in the Subscription Agreement.
    • Either party may terminate for material breach if not cured within thirty (30) days.
    • Termination does not relieve Customer of payment obligations.
    • Upon termination, Customer Data export rights under Section 5 remain available for 30 days.

    13. Publicity

    • Customer grants Zeldent the right to use Customer’s name and logo in marketing and promotional materials, unless Customer provides written notice opting out.

    14. Arbitration and Dispute Resolution

    • Any dispute arising under this Agreement shall be finally resolved by binding arbitration in Delaware under the rules of the American Arbitration Association.
    • Notwithstanding the foregoing, either party may seek injunctive relief in court for unauthorized use or disclosure of Confidential Information or intellectual property.

    15. Miscellaneous

    • Governing Law. This Agreement is governed by the laws of Delaware.
    • Assignment. Neither party may assign without consent, except in connection with a merger, acquisition, or sale of substantially all assets.
    • Force Majeure. Neither party is liable for delays due to causes beyond reasonable control.
    • Survival. Sections 5, 6, 7, 8, 10, 11, 13, 14, and 15 survive termination.
    • Entire Agreement. This Agreement (including the Subscription Agreement, BAA, and Privacy Policy) constitutes the entire agreement between the parties.

    By subscribing to Zeldent, Customer agrees to this SaaS Services Agreement.

    Zeldent is a product of Otryx, Inc., a Delaware corporation.