Licensing and Agreements

Protein Metrics Terms and Conditions

Please choose which applies:

• For purchases August 12, 2026 and after
• For purchases prior to August 12, 2026

Support & Professional Services Agreement - Protein Metrics

THIS SUPPORT AND PROFESSIONAL SERVICES AGREEMENT (THIS “SPS AGREEMENT”) DESCRIBES THE SOFTWARE SUPPORT SERVICES PROTEIN METRICS, LLC. (“PROTEIN METRICS” OR “WE”) OFFER TO CUSTOMERS WHO HAVE PAID APPLICABLE SUPPORT FEES, AND THE TERMS AND CONDITIONS ON WHICH WE OFFER THESE SERVICES. THIS SPS AGREEMENT SHOULD BE REVIEWED IN CONJUNCTION WITH THE END USER SOFTWARE LICENSE AGREEMENT (THE “EULA”), WHICH GOVERNS THE ORDER AND YOUR USE OF THE APPLICABLE PROTEIN METRICS, LLC. PROPRIETARY SOFTWARE SUCH AS BYOSPHERE, BYONIC™, PREVIEW™, BYOLOGIC®, BYOMAP™, INTACT MASS™, OR SUPERNOVO™ (THE “SOFTWARE”). FOR THE AVOIDANCE OF DOUBT, THE SOFTWARE INCLUDES ANY UPDATES OR UPGRADES DELIVERED TO YOU UNDER THE TERMS OF THIS AGREEMENT. AS USED IN THIS SPS AGREEMENT, (A) “YOU” OR “YOUR” HAS THE MEANING GIVEN IN THE EULA, (B) “PARTY” MEANS EITHER OF US INDIVIDUALLY AND (C) “PARTIES” MEANS BOTH OF US COLLECTIVELY.

This SPS Agreement was last updated on August 20, 2024.

PROTEIN METRICS IS WILLING TO PROVIDE THE SOFTWARE SUPPORT AND PROFESSIONAL SERVICES HEREUNDER ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS SPS AGREEMENT. PLEASE READ THE SPS AGREEMENT CAREFULLY. YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS SPS AGREEMENT AND AGREE TO THEM, AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS SPS AGREEMENT.

1. Support Term.
   1. We offer the support services described below to users who have purchased such services pursuant to (as applicable) (i) our or our distributor’s quotation to you and with respect to which you have issued a purchase order, or (ii) a binding agreement between you and Protein Metrics (or our distribution partner) (as applicable, the “Order”). The term of our support services under this SPS Agreement are as set out in the Order or, if no term is stated in the Order, for one (1) year from the date of our quotation (the “Support Term”). You may renew this Support Term for additional calendar years by paying the then-current fee for the additional term of support (and, if your Support Term has lapsed for any period, all fees that would have been paid, had you continuously been under a binding Support Agreement (“Catch-Up Fees”). We may (but are not obligated to) notify you shortly before your current Support Term expires.
   2. Each SPS Agreement covers only one Software license as specified in the Order. The Order may specify different support pricing for each SPS Agreement. The SPS Agreement may be offered at no change for annual subscription licenses, may be subject to annual re-purchase for enterprise or multi-year subscriptions, etc.
2. Technical Support.
   1. Technical support consists of remote email and telephonic support with respect to your licensed use of Software. Technical support may be reached at support@proteinmetrics.com. We strive to respond to email messages within two business days. Technical support is available in English only.
   2. Supported Configurations; Exclusions. We only support installations or uses of the Software that meet the Software’s minimum system requirements for on-premise or cloud-based usage, descriptions of which can be found at https://support.proteinmetrics.com/hc/en-us/articles/13068896313364 We do not support modified versions of the Software, software authored by you or a third party, or your general cloud environment. Unless we specifically agree otherwise in the Order, we do not provide technical support services on your premises. Technical support does not include support for issues that arise from (i) use of the Software contrary to the documentation or noncompliance with the terms of this Support Agreement or the EULA; (ii) modifications or customizations to the Software; (iii) improper installation; or (iv) failure to install Maintenance Releases (as defined below). It is solely your responsibility to back up, secure and preserve your data, and we will have no responsibility for any loss or corruption of any data.
   3. End-of-Life. We do not support older versions of our Software indefinitely. By default, our support obligations for a particular version of the Software cease three years from its original release. We also do not support our software on operating systems that are obsolete, or no longer under third party support. If we decide to end-of-life a module or part of a Software offering, we will notify you using the contact information in our records. No end-of-life will be effective until at least one year following such notification or attempted notification.
3. Maintenance Releases. From time to time, we will release minor updates (“Maintenance Releases”) to the Software to correct bugs, enhance compatibility and so forth. You will be eligible to receive Maintenance Releases that issue during your Support Term free of additional charge, which will be deemed to be Software subject to the applicable EULA. If your organization needs help implementing the upgrades, we may at our discretion charge you for such services at our then-current professional services rates.
4. Upgrades. We may release new versions of the Software from time to time (“Upgrades”). Subject to your payment of any Catch-Up Fees, you will be eligible to receive Upgrades that issue during your Support Term free of additional charge, which will be deemed to be Software subject to the applicable EULA. If your organization needs help implementing the upgrades, we may at our discretion charge you for such services at our then-current professional services rates.
5. Custom Work and Professional Services. Orders that include custom work or professional services that are not covered by your Support Term, or if you do not have a current Support Term, will be charged at our then-current professional services rates.
6. Ownership and Intellectual property
   1. The parties agree that all Services and any elements thereof, created, performed, contributed or prepared by us pursuant to this Agreement or related Work Order, and any results or proceeds thereof, is the exclusive property of Protein Metrics.
   2. Unless otherwise agreed in a Work Order and this Section 6, copies of our pre-existing materials, products, software, other property that are created independently of the Services, and the Intellectual Property Rights therein (collectively, the “PMI Materials”), are licensed, and not sold to you, and you receive no title to or ownership of any such PMI Materials. We shall retain all Intellectual Property Rights in and to all of PMI Materials.
   3. We hereby grant you a royalty-free, irrevocable, worldwide, paid-up, non-exclusive license to use, copy, disclose, modify, enhance, create derivative works of (and own the derivative portion but not the unmodified version), and license, sublicense and distribute PMI Materials as necessary for the full utilization of the Services and to authorize third parties to do so on their behalf, provided you do not attempt to exercise any copyright holder’s rights not specially granted in this Section 6 or a Work Order. For the avoidance of doubt, all rights not expressly granted herein or in a subsequent Work Order are expressly reserved and retained by us.
7. Warranties; Disclaimers. Services will be performed in accordance with and conform to this Agreement, the applicable Work Order and any applicable industry standards and practices; Services will be provided by qualified personnel, suitably skilled and trained in the performance of the Services and performed in a diligent and professional manner; Supplier shall comply with, and the Services will be in compliance with, all applicable law, statutes, ordinances and regulations, and Supplier shall have any required permits, licenses and certifications applicable to the Services;
   WE MAKE NO WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO ANY SERVICES, MAINTENANCE
   RELEASES OR UPGRADES PROVIDED UNDER THIS SPS AGREEMENT, AND WE HEREBY DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT WITH RESPECT TO THE FOREGOING. ALL OF THE DISCLAIMERS IN THE EULA WITH RESPECT TO THE SOFTWARE ALSO APPLY TO MAINTENANCE RELEASES OR UPGRADES PROVIDED UNDER THIS SPS AGREEMENT.
8. Limitations of Liability.
   1. IN NO EVENT SHALL WE OR OUR LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, NO MATTER HOW CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THIS SPS AGREEMENT.
   2. In no event will our liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount actually paid by you to us for our support services to you in the year of the Support Term in which such liability accrued, and you will bring no action against Protein Metrics for any claim relating to or arising out of this Support Agreement more than one (1) Year after the accrual of such cause of action.
   The foregoing limitations will apply, including exclusions, even if the foregoing provision fails of its essential purpose. Some jurisdictions do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you.
9. Termination. This SPS Agreement will terminate automatically and without notice upon any termination of the corresponding EULA.
10. Changes to this SPS Agreement. We may update this SPS Agreement in our discretion to reflect our current support offerings. If we make significant changes, we will notify you, and you will have the opportunity to terminate the SPS Agreement and, if applicable, receive a prorated refund of prepaid but unused support fees for the then-current Support Term.
11. Miscellaneous.
    1. Governing Law and Venue. This SPS Agreement and performance hereunder will be governed by and construed in accordance with the laws of the State of California and controlling U.S. federal law, without giving effect to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts of the County of San Mateo, California.
    2. Dispute Resolution. In the event of a dispute, claim or controversy between the Parties relating to the Software or this SPS Agreement, the Parties shall first negotiate in good faith to arrive at an agreed resolution. If the Parties are unable to resolve the dispute, claim or controversy, the matter will be settled by independent arbitration involving a neutral arbitrator in San Mateo County, California. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The Parties understand there is no judge or jury in in an arbitration proceeding and the decision of the arbitrator shall be binding on both Parties and may be entered into any court having jurisdiction. SUBJECT TO THE FOREGOING, EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATING TO THIS SPS AGREEMENT.
    3. Severability; Unenforceability. If any provision of this SPS Agreement is held by a court of competent jurisdiction to be illegal, contrary to policy or otherwise unenforceable, such provision shall be deemed modified so as to most nearly accomplish the Parties’ intent to the fullest extent permitted by applicable law. If the unenforceable provision cannot be rendered enforceable through such deemed modification, then, so long as the fundamental terms of the Parties’ bargain remain binding, the unenforceable provision shall be deemed struck and the remainder of this SPS Agreement shall remain in force.
    4. Entire Agreement. This SPS Agreement, together with the EULA and the terms and conditions of the Order, is the entire SPS Agreement between you and us relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the Parties relating to its subject matter during the term of this SPS Agreement. No modification or waiver of any provision of this SPS Agreement will be binding, unless in writing and signed by an authorized representative of each Party.
    5. Assignment. You may only assign or transfer this SPS Agreement in connection with a valid assignment or transfer of the EULA and according to its terms.
    6. Third Party Beneficiaries. This SPS Agreement is for the sole benefit of the Parties, and no third party has any rights hereunder.
    7. Relationship of the Parties. This SPS Agreement does not establish any relationship between the Parties except that of independent contractor. This SPS Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
    8. Notices. All notices required or permitted to be given under this SPS Agreement shall be deemed duly given (i) immediately, if by personal delivery, (ii) one business day after sending, if by electronic mail, or (iii) five business days after sending, if by certified mail. Notices to us shall be sent to P.O. Box 414, San Carlos, CA 94070 USA or legal@proteinmetrics.com. Notices to you shall be sent to the contact information you provided in connection with your registration for or purchase of a license to the Software. Each Party may from time to time update its addresses by sending notice to the other Party, and neither Party shall bear any liability for the other Party’s failure to notify it of its updated addresses.
    9. Interpretation. The article, section, and subsection headings contained in this SPS Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this SPS Agreement.

Service Level Agreement

SaaS Services

Support and Maintenance

1. TRAINING
   1. Unless otherwise specified on a quote, Protein Metrics shall not provide training to Authorised Users and/or the Customer.
2. MAINTENANCE EVENTS
   1. Customer acknowledges that maintenance of the hosting equipment, facility, Software or other aspects of the Hosting Services may require interruption of the Hosting Services (Maintenance Events). Protein Metrics shall use reasonable endeavors to provide the Customer with suitable advanced notice of such interruptions but the Customer acknowledges that such notification shall be subject to notice being received by Protein Metrics from its third party hosting providers.
   2. Protein Metrics may determine, at its sole discretion, that providing appropriate service levels requires additional equipment and/or bandwidth, and acquire such equipment and/or bandwidth without approval from the Customer.
3. MAINTENANCE
   1. Maintenance includes all regularly scheduled error corrections, software updates and those upgrades limited to improvements to features described in the Software Specification.
   2. Protein Metrics shall maintain and update the Software. Should the Customer determine that the Software includes a defect, the Customer may at any time file Error reports. During maintenance periods, Protein Metrics may, at its discretion, upgrade versions, install error corrections and apply patches to the hosted systems. Protein Metrics shall use all reasonable endeavors to avoid unscheduled downtime for Software maintenance.
   3. Protein Metrics shall maintain technical support on the releases of the trailing 12 months of the Software.
4. TECHNICAL SUPPORT SERVICES
   1. Protein Metrics shall provide the Customer with technical support services. The customer personnel notified by the Customer and agreed between the parties to be Customer Support Representatives (“CSRs”) shall be authorised to contact Protein Metrics for technical support services. Protein Metrics shall provide technical support services only to that specified set of CSRs. Any unauthorized Customer staff contacting the service desk, will receive a response informing them to contact their internal support department at Customer.
   2. The CSRs will be registered with the Protein Metrics service desk (with their contact information – name, company email address, and role -minimally requirements) which will allow those CSRs to access Protein Metrics technical support. Protein Metrics technical support shall accept, e-mail (support@proteinmetrics.com), and web form-based incident submittal from registered CSRs 24 hours a day, seven days a week. Protein Metrics shall use reasonable endeavours to process support requests, issue incident ticket tracking numbers if necessary, determine the root cause of the incident and respond to the Customer.

      The Protein Metrics Support team handles the following types of Support Incidents:

      1. Clarifying functions and features of Products, clarifying Documentation and answering questions concerning the installation, configuration, and use of Products provided by Protein Metrics,
      2. Addressing technical Incidents identified with Products, including escalation and rapid resolution of critical Incidents as they arise,
      3. Logging, tracking, and verifying suspected program errors,
      4. Logging tracking, and analysing requests for enhancements to Products

      Other enquiries will be passed to the Customer’s account manager who shall work with the Customer to decide how best to serve the need. Protein Metrics will maintain a Service Account within the Byosphere instance accessible to Protein Metrics Enterprise Services and Engineering technical support personnel. Any other access to the instance for other support reasons would only be upon approval by the Customer.

   3. Protein Metrics Support shall respond to all Incidents from CSRs within the time periods specified below, according to Priority, for all hosting-related cases. In cases where system level access needs to be granted by the Customer to the Protein Metrics support personnel, the time to grant that access will be subtracted from the target resolution time below. For support cases associated with Protein Metrics client solutions (Byos for Byosphere client, autoprocessor, data uploader), the support coverage is as-detailed at https://proteinmetrics.com/licensing-and-agreements/#support-agreement. When an Incident is logged, Protein Metrics Support may reassign the Priority should the Incident not meet the specified criteria, or if it is deemed to be of a higher Priority than logged, using the following definitions:

      Priority	Description	Response time	Target resolution time (“Normal Business Hours” indicate 08.30 – 17.30 local time based on location of requesting CSR)
      Priority 1	Production System is "down" and inaccessible or degraded to the point where work cannot reasonably continue. No known workaround exists.	Within two Normal Business Hours.	Four Normal Business Hours. Continuous effort after initial response and with Customer co-operation.
      Priority 2	Production system performance is degraded, but operational; Incident affects essential functions, and no known Workaround exists; or Incident is blocking critical systems tests or deliverables; or major components of the Supported Software are not operational.	Within four Normal Business Hours.	Within two Business Days after initial response.
      Priority 3	Certain non-essential features of the Service are impaired while most major components of the Service remain functional.	Within 1 Business Day.	Considered for next release of Software.
      Priority 4	Incidents that are, non-disabling or cosmetic and clearly have little or no impact on the normal operation of the Services, or for which an acceptable workaround exists.	Within 2 Business Days.	Considered for next release of Software.

   4. If no progress has been made on a Priority 1 or Priority 2 incident within the Target Resolution Time, the incident shall be escalated to the Director of Protein Metrics Enterprise Services. If the incident is not resolved, then after each successive increment of the Target Resolution Time (for example four Business Hours for a Priority 1 incident, two Business Days for a Priority 2 incident), the incident shall be escalated to the VP of Sales and Services, followed by the President.
   5. Protein Metrics shall provide monitoring of its Hosting Services 24 hours a day seven days a week. Protein Metrics shall directly notify the CSRs of Maintenance Events in accordance with clause 2.1 above.
   6. The Customer shall provide front-line support to Authorized Users who are not the designated CSRs. However, the Customer's designated CSRs may contact Protein Metrics technical support to report problems from Authorized Users that the Customer's designated CSRs cannot resolve themselves after they have performed a reasonable level of diagnosis.
   7. The Customer shall also provide support for data integration tools and processes developed or maintained by the Customer to connect the Software to the Customer's other software and databases.
   8. Before Protein Metrics or the Customer makes changes to integration interfaces between the Software and the Customer's internal data stores or systems, Protein Metrics or the Customer shall provide notice to the other to ensure the continued operation of any integration interfaces affected by such changes. Protein Metrics shall provide the CSRs, or the Customer shall provide the Protein Metrics Support agents, with at least 60 days' advance notice of such changes. Such notice shall include at least the new interface specifications and a technical contact to answer questions on these changes. Protein Metrics or the Customer (as applicable) shall also provide up to 15 days of integration testing availability to ensure smooth transition from the previous interfaces to the new interfaces and the Customer shall pay for all such services relating to integration testing carried out by Protein Metrics at Protein Metrics’ then current daily fee rates.

SaaS SLA Terms

1. Definitions
   1. “Service Credit Claim” a claim for a service credit in accordance with this SLA Terms.
   2. “Service Year” is the preceding 365 days from the date of a Service Credit Claim by the Customer.
   3. “Annual Uptime Percentage” is calculated by subtracting from 100% the percentage of 5 minute periods during the Service Year in which the Software was in the state of “Unavailable. If the Customer has been using the Software for less than 365 days, the Service Year is still the preceding 365 days but any days prior to the Customer’s use of the Software will be deemed to have had 100% availability. Any downtime occurring prior to a successful Service Credit Claim shall not be used for future claims. Annual Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Exclusion (defined below).
   4. “Unavailable” means that the Software has no external connectivity during a five-minute period or that there is an unresolved Priority 1 incident that has been escalated to the VP Sales and Services as described in the SaaS Support and Maintenance Guide.
   5. The “Eligible Credit Period” refers to the annual billing cycle in which the most recent Region Unavailable event included in the Service Credit Claim occurred.
   6. A “Service Credit” is a credit, calculated as set forth below, that Protein Metrics may credit back to the Customer.
2. Service AVAILABILITY, Commitments and Service Credits
   1. Protein Metrics shall use commercially reasonable endeavours to provide at least a 99.95% Annual Uptime Percentage.
   2. If the Annual Uptime Percentage drops below 99.95% for the Service Year, the Customer is eligible to receive a Service Credit equal to 10% of their Hosting Fees only owed for the Eligible Credit Period.
   3. Protein Metrics shall apply any Service Credits only against future Hosting Fees otherwise due from the Customer. Service Credits shall not entitle the Customer to any refund or other payment from Protein Metrics. Service Credits may not be transferred or applied in any other way or to any other party. The Customer’s sole and exclusive remedy for any unavailability or non-performance of the Software or other failure by Protein Metrics to provide the Software is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA Terms.
3. Credit Request and Payment Procedures
   

   To receive a Service Credit, the Customer must submit a request by notifying Protein Metrics in writing. To be eligible, the request must (i) include the dates and times of each incident of Unavailability that the Customer claims to have experienced; (ii) include the Customer’s server request logs that document the errors and corroborate the claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and (iii) be received by Protein Metrics within fifteen (15) business days of the last reported incident in the request. If the Annual Uptime Percentage of such request is confirmed by Protein Metrics and is less than 99.95% for the Service Year, then Protein Metrics will issue the Service Credit to the Customer within a reasonable period of time. The Customer’s failure to provide a request and other information as required above will disqualify the Customer from receiving a Service Credit.

4. Exclusions
   1. The Customer acknowledges that maintenance of the hosting equipment, facility, Software or other aspects of the Hosting Services may require interruption of the Hosting Services (Maintenance Events). Therefore availability calculations exclude unavailability, suspension or termination of the Software, or any other Software performance issues: (i) that result from Maintenance Events notified to the Customer; (ii) caused by factors outside of Protein Metrics’ reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the Software; (iii) that result from any actions or inactions of the Customer or any third party; (iv) that result from the Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Protein Metrics’ direct control); or (v) arising from Protein Metrics’ suspension and termination of the Customer’s right to use the Software in accordance with this Agreement (collectively, the “Exclusions“). If availability is impacted by factors other than those explicitly listed in this Agreement, Protein Metrics may issue a Service Credit considering such factors in Protein Metrics’ sole discretion.
   2. The Customer acknowledges and agrees that the terms of this SLA Terms relating to Service Credits constitute a genuine pre-estimate of the loss or damage that the Customer would suffer as a result of Protein Metrics’ service delivery failure and are not intended to operate as a penalty for Protein Metrics’ non-performance.