Terms of Service

Last Updated: November 4, 2025

Welcome to AquaSense. These Terms of Use ("Terms") govern your use of the AquaSense desktop application and its associated services (collectively, the "Application"), provided by Hadl, Inc. ("we," "us," or "our").

By installing, accessing, or using our Application, you, as an individual user, agree to be bound by these Terms. Your access to the Application is provided pursuant to a separate commercial agreement between your organization and us.

1. Description of Service

AquaSense is a desktop software application designed to provide AI-powered diagnostic tools for the aquaculture industry. The Application interfaces with connected microscope hardware to perform two primary functions:

  • Plankton Analysis: This function allows users to capture images of water samples to generate a report detailing plankton count, distribution by genus and group, biovolume, and biodiversity analysis.
  • Health Analysis: This function allows users to capture images at 40x and 100x magnification to generate a report on tubules content, shape analysis, and the presence of ATM.

The Application generates reports in PDF and CSV formats for your use.

2. Access to the Application

Your right to use this Application is granted to you as an authorized user under a master service agreement ("Master Agreement") between your employer or affiliated organization ("Your Organization") and Hadl, Inc. Your access is contingent upon the Master Agreement remaining in good standing. We may suspend or terminate your access immediately if the Master Agreement is terminated or if Your Organization directs us to do so.

3. Intellectual Property Rights

  • The Application: We own all rights, title, and interest in and to the Application itself, including its software, code, design, branding, and user interface. These Terms do not grant you any rights to use our trademarks or logos.
  • Reports: You own the specific copy of the PDF or CSV report that you generate. We grant you a limited, non-exclusive, non-transferable license to use, reproduce, and publish these reports for your internal business and operational purposes. However, because we own the underlying analytical data, report templates, and branding, you may not sell, resell, sublicense, or otherwise commercialize the reports.
  • Your Data: By using the Application, you upload images and generate analytical data ("Your Data"). To operate and improve the Application, you grant Hadl, Inc. a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute Your Data for the purposes of:
    • Providing the Application's services to you.
    • Improving our services, including but not limited to, training and enhancing our computer vision models and analytical algorithms.

This license does not apply if a separate, written agreement between Your Organization and us explicitly states otherwise.

4. User Responsibilities

  • Equipment: You are responsible for providing, maintaining, and ensuring the compatibility of all hardware, including the microscope and computer, required to use the Application.
  • Image Quality: The accuracy of the reports is highly dependent on the quality of the images you capture. You are responsible for proper sample preparation, focus, and lighting.
  • Interpretation of Data: You are solely responsible for the interpretation of the reports and any operational or financial decisions made based on the data provided.

5. Disclaimers and Limitation of Liability

For Informational Purposes Only: The Application is an AI-powered diagnostic support tool intended for informational purposes within the context of aquaculture. It is not a certified scientific, veterinary, or regulatory instrument.

No Warranty: The Application is provided "as is" and "as available" without warranties of any kind. While we strive for accuracy, we do not warrant that the analysis or reports will be complete, accurate, or error-free. The results should not be used as the sole basis for making decisions regarding animal health, water treatment, harvesting, or regulatory compliance. You should always seek advice from qualified professionals and conduct independent verification as needed.

Limitation of Liability: To the fullest extent permitted by law, Hadl, Inc., its affiliates, and employees shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, or data, or costs of procurement of substitute goods or services, arising out of or related to your use of, or inability to use, the Application or reliance on any data it produces.

6. Acceptable Use

You agree not to misuse the Application. This includes, but is not limited to, attempting to reverse engineer, decompile, or disassemble the software; using it for any illegal purpose; or transmitting any viruses or malicious code.

7. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes, and your continued use of the Application after such changes constitutes your acceptance of the new Terms.

8. Governing Law

These Terms shall be governed by the laws of Delaware, United States, without regard to its conflict of law provisions.

9. Dispute Resolution, Mandatory Arbitration, and Class Action Waiver

This section applies to the fullest extent permitted by applicable law.

A. Governing Law & Venue: These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Both parties agree that any legal action or proceeding arising under these Terms that is not subject to arbitration (as defined below) will be brought exclusively in the federal or state courts located in Kent County, Delaware, and the parties irrevocably consent to the personal jurisdiction and venue there.

B. Mandatory Binding Arbitration: You and Hadl, Inc. agree that any and all disputes, claims, or controversies arising out of or relating to these Terms or the Application shall be resolved by final and binding arbitration, rather than in court. The arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect.

C. Class Action Waiver: You and Hadl, Inc. agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You and Hadl, Inc. expressly waive any right to file a class action or seek relief on a class basis.

D. Notice of Dispute: A party intending to seek arbitration must first send a written Notice of Dispute to the other party. Your notice to Hadl, Inc. must be sent to the contact address in Section 10. The notice must describe the nature and basis of the claim and the relief sought. If you and Hadl, Inc. do not resolve the claim within 60 days, either party may commence an arbitration proceeding.

10. Contact Us

If you have any questions about these Terms, please contact us at hello-aquasense@hadl.ai.