These Terms & Conditions ("Terms") govern your access to and use of northstarbio.ai (the "Site") and, where referenced, our Cell SEQR software platform, each operated or provided by Northstar Bio ("Northstar Bio," "we," "us," or "our"). By accessing or using the Site or the platform, you agree to be bound by these Terms and represent that you have authority to accept them for yourself and any organization on whose behalf you act. If you do not agree, do not use the Site or the platform.
You may use the Site for lawful, informational purposes only. You agree not to: (a) use the Site in any way that violates applicable law; (b) attempt to gain unauthorized access to the Site or its underlying systems; (c) interfere with or disrupt the Site's operation or security; or (d) copy, scrape, or harvest content except as permitted by these Terms.
The Site and its content, including text, graphics, logos, videos, product names such as "Northstar Bio" and "Cell SEQR," and their selection and arrangement, are owned by Northstar Bio or its licensors and are protected by intellectual-property laws. You may not reproduce, distribute, or create derivative works from the content without our prior written permission, except for personal, non-commercial viewing.
Content on the Site, including demonstrations of Cell SEQR, is provided for general informational purposes. It does not constitute a warranty or guarantee of specific results. Software features, availability, and performance may change without notice.
Cell SEQR is provided For Research Use Only. Not for use in diagnostic procedures. The software and any results, reports, analyses, visualizations, annotations, or other output it generates ("Output") are intended solely for research, educational, and informational purposes. They may not be used in the diagnosis, cure, mitigation, prevention, monitoring, treatment, or management of any disease or condition, or as a basis for any clinical or patient-care decision.
Cell SEQR is not a medical device and is not intended for clinical, diagnostic, therapeutic, prognostic, or in vitro diagnostic (IVD) use. It has not been reviewed, cleared, approved, or authorized by the U.S. Food and Drug Administration or any other regulatory authority, and it has not undergone any conformity assessment for diagnostic or clinical use. Northstar Bio makes no representation that Cell SEQR meets the requirements of, or is validated as, any diagnostic or medical device product.
You may not, and may not permit any third party to, use Cell SEQR, the Site, or any Output:
(a) for any clinical, diagnostic, therapeutic, prognostic, screening, patient-management, or other patient-care purpose, or to inform any decision affecting the health, care, or treatment of any person; (b) as, or as a component of, a medical device or in vitro diagnostic, or in any product or service that requires clearance, approval, authorization, certification, or registration by the FDA or any other regulatory authority, unless you have independently obtained all such clearances and approvals in your own name; (c) in violation of any applicable law or regulation, or the rights of any person, including privacy, data-protection, human-subjects, or intellectual-property rights; (d) with any data for which you do not hold all necessary rights, consents, and authorizations; or (e) to build a competing product, or to reverse engineer the software except where that restriction is prohibited by law.
Any use of Cell SEQR or Output for a prohibited purpose is a material breach of these Terms, is undertaken entirely at your own risk, and is your sole responsibility. Northstar Bio has no responsibility or liability whatsoever for any prohibited use or its consequences.
Output generated by Cell SEQR does not constitute medical, clinical, diagnostic, laboratory, or other professional advice, and is not a substitute for the independent judgment of a qualified healthcare, laboratory, or genetics professional. Any health, treatment, screening, or patient-management decision remains the sole responsibility of appropriately licensed and qualified professionals.
Because Cell SEQR runs entirely on your own machine or infrastructure and your data and Output are never transmitted to or accessible by Northstar Bio, we do not and cannot review, monitor, verify, or validate any Output. Output may be incomplete, inaccurate, or misleading and has not been experimentally or clinically validated. You are solely responsible for independently reviewing, validating, and confirming any Output before relying on it for any purpose.
You acknowledge that bioinformatic and genomic analysis is inherently complex and that software and its Output may contain errors, omissions, or inaccuracies. To the fullest extent permitted by law, you knowingly and voluntarily assume all risks arising from your access to and use of the Site, the software, and any Output, including any decision made or action taken in reliance on them. If you choose to use Cell SEQR or its Output in any clinical, diagnostic, or patient-related context, you assume all risk and full responsibility for that use and its outcomes.
Cell SEQR is licensed, not sold. Subject to your applicable license or subscription agreement and these Terms, Northstar Bio grants you a limited, non-exclusive, non-transferable, revocable license to install and use Cell SEQR on your own machine or infrastructure for its intended research purposes. You may not copy (except as reasonably necessary for installation and backup), distribute, sublicense, rent, or resell the software, or reverse engineer, decompile, or attempt to derive its source code except to the extent that restriction is prohibited by applicable law.
You agree not to use Cell SEQR or its Output for any diagnostic, clinical, in vitro diagnostic, or other regulated medical purpose, or in any manner that violates applicable law or the rights of others. If you nonetheless use the software in a regulated or clinical context, you do so entirely at your own risk and are solely responsible for all validation, regulatory clearance, approvals, and authorizations required.
You retain all right, title, and interest in and to the data you input into Cell SEQR and in the Output the software generates from your data. Northstar Bio claims no ownership of, and acquires no license to, your input data or your Output. Because everything is processed locally and never transmitted to us, we have no copy of and no access to your data or results.
Your ownership of Output does not enlarge the license granted to you in the software itself, and does not affect Northstar Bio's ownership of Cell SEQR and its underlying intellectual property.
As between you and Northstar Bio, you are solely responsible for determining whether and how HIPAA, the HITECH Act, GDPR, GINA, state genetic-privacy and health-information laws, and other data-protection or human-subjects requirements apply to the data you process with Cell SEQR, and for complying with them. This includes implementing appropriate administrative, physical, and technical safeguards on the systems where you run the software, applying data-minimization principles, obtaining any required IRB or ethics-committee approval and informed consent, honoring individual rights, and executing any agreements required between you and your own partners.
Because Cell SEQR runs locally and Northstar Bio does not create, receive, maintain, transmit, or have access to any data or protected health information you process, Northstar Bio is not your HIPAA business associate and does not act as a data processor with respect to that data. You also acknowledge that genomic and sequencing data can remain identifying even after conventional identifiers are removed; you are responsible for any de-identification, and Northstar Bio makes no representation that any Cell SEQR feature de-identifies data or renders it non-identifiable.
Cell SEQR's optional online features let you search, query, and retrieve information from third-party public genomic and literature databases (for example, NCBI GEO/SRA, ENA/EBI, Ensembl, and PubMed). Your use of these features is directed by you and sent from your systems directly to those services. You are solely responsible for complying with the terms of service, access policies, rate limits, licensing, and acceptable-use rules of each third-party database you access, and for ensuring your queries and any scraping or automated retrieval are lawful.
You must not use these features to transmit patient identifiers, protected health information, or other confidential data to external services. Northstar Bio does not receive or store the content of these queries or their results and is not responsible for the availability, accuracy, or terms of any third-party database.
Cell SEQR may include or rely on third-party and open-source software components. Those components are provided under their own respective license terms, which govern your use of them and, where required, are made available with the software or its documentation. In the event of a conflict between those license terms and these Terms with respect to a given component, the applicable third-party or open-source license controls for that component.
Northstar Bio makes no warranty regarding third-party or open-source components beyond what is provided in their respective licenses, and such components are provided on an "as is" basis.
The Site, the Cell SEQR software, and all content and Output are provided "as is" and "as available," with all faults and without warranties of any kind, whether express, implied, statutory, or otherwise. To the maximum extent permitted by law, Northstar Bio disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and any warranties arising from course of dealing or usage of trade. Northstar Bio does not warrant that the Site or software will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that any Output will be accurate, complete, reliable, or fit for any purpose. No advice or information, whether oral or written, creates any warranty not expressly stated in these Terms. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
To the maximum extent permitted by law: (a) Northstar Bio and its affiliates, and their respective officers, directors, employees, and agents, will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business, or for any personal injury, death, or property damage, arising out of or relating to the Site, the software, any Output, or these Terms, whether based on contract, tort (including negligence), strict liability, or any other theory, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose; and (b) Northstar Bio's total aggregate liability for all claims arising out of or relating to the Site, the software, or these Terms will not exceed the greater of (i) the total amounts you paid to Northstar Bio for the applicable product in the twelve (12) months before the event giving rise to the claim, or (ii) one hundred U.S. dollars (US$100). These limitations are a fundamental basis of the bargain between you and Northstar Bio. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
You agree to defend, indemnify, and hold harmless Northstar Bio and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Site, the software, or any Output; (b) any clinical, diagnostic, patient-care, or other prohibited use; (c) the data you input, process, or transmit and your handling of it, including any human, patient, or genetic data; (d) your violation of these Terms or any applicable law; or (e) your infringement or violation of the rights of any third party. Northstar Bio may, at its own expense, assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.
To the extent permitted by law, any claim or cause of action arising out of or relating to the Site, the software, or these Terms must be commenced within one (1) year after the claim or cause of action arises; otherwise, it is permanently barred.
The Site may contain links to third-party websites or services that we do not control. We are not responsible for their content, policies, or practices, and including a link does not imply endorsement.
These Terms are solely for the benefit of you and Northstar Bio. No patient, research subject, data subject, or other third party is an intended third-party beneficiary of these Terms or has any right to enforce them.
Your use of the Site and the Cell SEQR platform is also governed by our Privacy Policy, which explains how we handle personal information and confirms that the platform processes your data locally and sends us nothing.
These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. Before bringing any claim, you agree to first contact us at services@northstarbio.ai and attempt in good faith to resolve the dispute informally for at least thirty (30) days. Any dispute not resolved will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and you consent to personal jurisdiction there.
TO THE EXTENT PERMITTED BY LAW, YOU AND NORTHSTAR BIO EACH WAIVE ANY RIGHT TO A TRIAL BY JURY, AND EACH AGREES THAT ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
We may modify these Terms at any time. The updated Terms take effect when posted with a new "Last updated" date. Your continued use of the Site or the software after changes take effect constitutes acceptance of the revised Terms.
If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect. Our failure to enforce any provision is not a waiver of it. These Terms, together with any applicable license or subscription agreement and our Privacy Policy, are the entire agreement between you and Northstar Bio regarding the Site and the software and supersede all prior understandings; you have not relied on any representation not expressly stated here. You may not assign these Terms without our prior written consent; we may assign them freely.
Questions about these Terms? Contact us at services@northstarbio.ai.