Last updated August 22, 2025
This Data Licensing Agreement (the "Agreement") is an offer by HistAI ("Licensor") to you and your Affiliates (together, "Licensee") for the specific Whole Slide Images datasets selected and paid for (the "Data" or "Cohort") via the HistAI CELLDX Platform ("Platform"). By clicking "Agree and Pay," completing payment, or accessing the Data, you accept this Agreement. This Agreement does not apply to Previews accessed under the Platform's Terms of Use.
1.1 This Agreement becomes effective upon successful payment confirmation for the selected Cohort (the "Effective Date"). No rights are granted until payment is complete.
1.2 The Data is defined as the specific Whole Slide Images, together with all associated metadata provided by Licensor for those cases/slides (including but not limited to conclusions, microscopic descriptions, grossing descriptions, annotations, clinical notes, age, gender, and other demographic, technical, or diagnostic information) that are included in your paid order. Previews, unselected items, or any content not expressly included in your paid order are not part of the licensed Data.
2.1 "Data" means the Whole Slide Images datasets and all related metadata, annotations, diagnostic or descriptive text, and associated files provided by Licensor via the Platform.
2.2 "Permitted Uses" means use of the Data solely by Licensee and its Affiliates for:
(a) internal research and development;
(b) educational or academic purposes;
(c) annotation, labeling, or preparation of derivative datasets for internal use; and
(d) building, training, fine-tuning, or deploying artificial intelligence models, including commercial models, provided that such models do not include redistributable copies of the Data.
2.3 "Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with Licensee.
3.1 Upon payment and acceptance, Licensor grants Licensee a non-exclusive, non-transferable, perpetual, worldwide license to use the Data for Permitted Uses.
3.2 This license is commercial in nature but does not grant the right to sublicense, rent, lease, sell, or otherwise provide the Data to any third party, except that Licensee may transfer this Agreement, together with the Data, to a successor entity in connection with a merger, acquisition, or sale of substantially all of Licensee’s assets or equity, provided that such successor agrees in writing to be bound by the terms of this Agreement.
3.3 Rights extend only to the paid Cohort; no rights are granted to other datasets or Previews.
4.1 Licensee shall not sublicense, rent, lease, lend, sell, resell, publish, distribute, make available, or otherwise transfer the Data (in whole or in part) to any third party, whether for commercial or non-commercial purposes, except to Licensee’s Affiliates as permitted under Section 2.3.
4.2 Licensee may not make the Data, or any part thereof, accessible in a repository, shared platform, publication, or service (paid or free), except as embedded within models, algorithms, or results that do not disclose the Data itself.
4.3 Licensee shall not use the Data for:
(a) creating or contributing to competing datasets or repositories;
(b) reverse engineering proprietary methods in the Data;
(c) any activity that violates privacy laws, medical ethics, or regulations (e.g., HIPAA, GDPR); or
(d) illegal, harmful, or unethical purposes.
4.4 Licensee shall implement reasonable security measures to prevent unauthorized access or disclosure of the Data.
4.5 Notwithstanding Section 4.1, a permitted transfer under Section 3.2 shall not be deemed a prohibited sublicense or assignment.
5.1 Licensor retains all right, title, and interest in the Data, including intellectual property rights. No ownership rights are transferred.
5.2 Licensee owns all derivative works and AI models created using the Data, provided that they do not contain or redistribute the Data itself. Licensor makes no claim to royalties or ownership of such models.
5.3 Any feedback provided by Licensee grants Licensor a perpetual, royalty-free, worldwide license to use such feedback.
6.1 Fees for the Data are those displayed on the Platform at the time of purchase, are non-refundable, and must be paid in full prior to access.
6.2 No royalties or revenue sharing are owed to Licensor for AI models or derivatives created using the Data.
6.3 Licensee is responsible for all applicable taxes or governmental charges.
7.1 This Agreement is effective as of the Effective Date and continues perpetually unless terminated.
7.2 Licensor may terminate this Agreement immediately upon written notice if Licensee materially breaches its terms and fails to cure within thirty (30) days.
7.3 Upon termination, Licensee shall cease using the Data and destroy all copies. Sections 4–12 survive termination.
8.1 Licensor warrants that:
(a) it is the unrestricted owner of the Data being provided hereunder;
(b) it has collected the Data in accordance with all applicable laws and regulations; and
(c) it has the right to disclose and make available such Data for the purposes of this Agreement.
8.2 Disclaimer of Warranties
The Data and any related services, tools, or delivery mechanisms are provided on an “AS IS” and “AS AVAILABLE” basis. Licensee’s use of the Data is at its sole risk. To the fullest extent permitted by law, Licensor expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or completeness.
Without limiting the foregoing, Licensor does not warrant that:
(a) the Data or associated metadata is accurate, complete, reliable, or error-free;
(b) the Data will meet Licensee’s specific needs or expectations;
(c) access to the Data will be uninterrupted, timely, secure, or free from viruses, malware, or harmful components; or
(d) defects in the Data will be corrected.
8.3 Licensee is solely responsible for ensuring that its use of the Data, and any resulting AI models, complies with applicable laws, regulations, and medical ethics requirements.
8.4 Licensee represents, warrants, and agrees that:
(a) Licensee shall not use or further disclose the Data other than to carry out the Permitted Uses or as otherwise required by law.
(b) Licensee shall use the Data in compliance with all applicable laws, rules, and regulations, as well as all professional standards applicable to research and development activities.
(c) Licensee shall not use the Data, either alone or in combination with other information, to attempt to identify or contact any individuals who are or may be the sources of the Data, without:
(i) prior written approval from Licensor; and
(ii) if required under 45 CFR 46 or any other applicable regulation, appropriate IRB approval.
If Licensee inadvertently receives identifiable information or otherwise identifies a subject, Licensee shall promptly notify Licensor and follow Licensor’s reasonable written instructions, which may include returning or destroying such identifiable information.
(d) Licensee shall implement appropriate administrative, technical, and physical safeguards to prevent unauthorized use or disclosure of the Data, consistent with industry standards.
(e) Licensee shall promptly report to Licensor any use or disclosure of the Data not permitted by this Agreement of which Licensee becomes aware.
9.1 Licensee shall indemnify, defend, and hold harmless Licensor from any claims, liabilities, or damages arising out of Licensee’s use or misuse of the Data, or violation of this Agreement.
9.2 Licensor shall indemnify Licensee solely against claims that the Data, as provided, infringes third-party intellectual property rights, subject to prompt notice and cooperation.
10.1 To the maximum extent permitted by law, in no event shall Licensor or its directors, officers, employees, or agents be liable to Licensee or any third party for any indirect, incidental, consequential, exemplary, special, or punitive damages, including without limitation lost profits, lost revenue, loss of data, loss of business opportunity, or reputational harm, arising from or related to this Agreement, the Data, or the use thereof, even if Licensor has been advised of the possibility of such damages.
10.2 Notwithstanding anything to the contrary in this Agreement, Licensor’s total cumulative liability for any claim arising out of or relating to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of:
(a) the amount of fees actually paid by Licensee for the specific Cohort giving rise to the claim, or
(b) one thousand U.S. dollars (USD $1,000).
10.3 Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. In such jurisdictions, some of the above disclaimers, exclusions, or limitations may not apply to Licensee, and Licensor’s liability shall be limited to the maximum extent permitted by law.
11.1 Each party shall use reasonable care to protect the other’s confidential information, including the Data, and shall not disclose it except as permitted by this Agreement or required by law.
12.1 This Agreement is governed by the laws of the State of California, without regard to conflict of laws principles.
12.2 Disputes shall be resolved exclusively in state or federal courts in San Francisco County, California, and the parties consent to personal jurisdiction therein.
13.1 This Agreement is the entire understanding between the parties and supersedes prior communications.
13.2 Amendments must be in writing and agreed by both parties, or published by Licensor with notice for future purchases.
13.3 If any provision is found invalid, the remainder shall remain in effect.
13.4 Notices shall be sent to:
HistAI
1401 21st St Ste R, Sacramento, CA 95811, United States
Email: legal@hist.ai
By completing payment, Licensee agrees to this Agreement for the selected Cohort only.