CytoPixel NimbusImage Terms of Service

Last Updated: September 9, 2024

PLEASE READ THE FOLLOWING TERMS OF SERVICE ("TERMS") CAREFULLY BEFORE USING THE CYTOPIXEL NIMBUSIMAGE PROGRAM ("PROGRAM"). USE OF THE PROGRAM WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PROGRAM.

1. Description of Program

  • CytoPixel has developed NimbusImage, a web-based image analysis program for research purposes. These Terms govern your access to and use of the Program. Access to the features and functionality of this software-based product is delivered and made accessible via a SaaS (Software as a Service) model. By accessing the Program, Customer acknowledges to have read, understood, and agree to comply and be bound by these Terms. If you do not agree, you should discontinue use immediately.

2. Grant of License

  • Subject to the payment of applicable fees or on a limited, free, no-obligation trial basis, CytoPixel hereby grants to Customer a limited, non-exclusive, non-transferable right to access and use the Program as specified in each Service Order. The license is granted in accordance with the terms and conditions as outlined in each Service Order, including subsequent renewals. This license extends to the Customer's authorized personnel, including employees, faculty, staff, and students, as applicable ("Authorized Users").

  • The Customer may not sublicense, distribute, or provide access to the Program to any third party without CytoPixel’s prior written consent. The Customer and Authorized Users are prohibited from reverse engineering, decompiling, or otherwise attempting to discover the source code of the Program. This license does not include the right to use any modified or updated versions of the Program unless expressly provided by CytoPixel.

3. User Registration Obligations

  • Each of the Customer's Authorized Users must provide true, accurate, current, and complete information about themselves during the Program's registration process ("Registration Data"); and  is responsible for maintaining and promptly updating their Registration Data to ensure it remains  true, accurate, current, and complete.

  • The Customer is responsible for ensuring that all Authorized Users comply with these registration obligations. The Customer is also liable for any actions or omissions of its Authorized Users in connection with the use of the Program.

  • Authorized Users must maintain the confidentiality and security of their login credentials. Sharing login information with unauthorized individuals is strictly prohibited. If an Authorized User suspects unauthorized access or any security breach involving their account, they must immediately notify CytoPixel

  • If any Authorized User provides, or CytoPixel has reasonable grounds to suspect that they have provided, any information that is untrue, inaccurate, outdated, or incomplete, CytoPixel reserves the right to suspend or terminate the account of such Authorized User and deny them access to the Program. Upon termination, access to the Program will be immediately revoked, and any applicable fees paid are non-refundable.

  • CytoPixel may also take other necessary actions to protect the integrity of the Program.

4. Use Restrictions

  • 4.1. Research Use Only:

    • The Program is intended for research use only. It may not be used for diagnostic, clinical, or any other non-research purposes. The Program is not intended, nor has it been validated, for any medical or healthcare-related decision-making or treatment purposes.

  • 4.2. No Patient Data:

    • Customer agrees not to upload, transmit, or otherwise make available any  protected health information (PHI), patient data, or other personally identifiable health information (as defined under applicable laws, including HIPAA) through the Program. CytoPixel does not process or store such data and is not HIPAA-compliant.  To the extent that PHI is transferred, Customer shall be fully responsible and liable for any associated obligations and Customer agrees to indemnify, defend and hold CytoPixel harmless from any resulting liability.

  • 4.3.Use restrictions:

    • (a) License, sublicense, sell, resell, rent, lease, transfer, distribute, time-share, or otherwise commercially exploit the Program, except as expressly permitted in an applicable Order Form;

    • (b) Provide any service or create any product based on the Program or use the Program to provide services to third parties without CytoPixel’s prior written consent;

    • (c) Modify, adapt, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Program, or attempt to gain unauthorized access to the Program’s underlying software or systems;

    • (d) Use the Program to develop, build, or operate a product or service that is in competition with the Program or to assist a third party in doing so;

    • (e) Use the Program for any illegal, unlawful, or fraudulent purposes, or to transmit material that is illegal, defamatory, harassing, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable or violates any third-party rights;

    • (f) Use the Program for the transmission of unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “phishing,” or any other form of solicitation or mass communication;

    • (g) Interfere with or disrupt the integrity or performance of the Program or attempt to gain unauthorized access to the Program, related systems, or networks;

    • (h) Upload, store, or transmit any viruses, malware, or other harmful code through the Program that could damage or disrupt the systems of CytoPixel or its users.

  • 4.4. Compliance with Laws

    • Customer and its Authorized Users shall comply with all applicable local, state, national, and international laws and regulations in connection with their use of the Program, including data protection and privacy laws, export control regulations, and intellectual property laws.

  •  4.5. Monitoring of Use

    • CytoPixel reserves the right to monitor usage of the Program to ensure compliance with these Use Restrictions and to take appropriate action, including suspension or termination of access, in the event of any violation of these terms.

5. Fees, Term and Payment

  • 5.1. Payment of Fees

    • Customer will pay CytoPixel the applicable fees per the purchased subscription as set forth in the applicable Service Order. Fees are non-cancelable and non-refundable. Customer’s subscription is subject to the pricing and terms outlined in the Service Order, including any applicable taxes.

  • 5.2. Subscription Term and Renewal

    • Unless otherwise specifically set forth in the applicable Service Order, the initial Subscription Term will be one (1) year, and thereafter shall automatically renew for additional one-year periods, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

    • CytoPixel may also offer month-to-month subscriptions according to the terms of the Service Order, which will automatically renew at the end of each month unless canceled by either party with at least seven (7) days’ written notice prior to the end of the current month.

  • 5.3. Payment Terms

    • Payment must be made in accordance with the payment terms set forth in the applicable Service Order. CytoPixel may enable other forms of payment in the Account Settings page, which may be subject to additional terms and conditions. If payment becomes overdue, CytoPixel reserves the right, at its sole discretion, to suspend or limit Customer's access to the Program until overdue payment is made.

  • 5.4. Taxes and Charges

    • Customer is responsible for any taxes, duties, or other government levies or fees (excluding taxes based on CytoPixel’s income) arising from the subscription. If CytoPixel is required to collect such taxes, they will be added to Customer’s invoice unless Customer provides a valid tax exemption certificate.

6. Data Privacy and Security

  • 6.1. Privacy and security:

    • CytoPixel is committed to protecting the privacy and security of Customer data. We implement commercially reasonable administrative, technical, and physical security measures to protect Customer data from unauthorized access or disclosure. However, Customer acknowledges that no method of transmission over the internet or electronic storage is 100% secure, and CytoPixel cannot guarantee absolute security.

  • 6.2. Ownership and License of Customer Data:

    • Customer retains all rights, title, and interest in and to the data uploaded to the Program (“Customer Data”). By using the Program, Customer grants CytoPixel a non-exclusive, worldwide, royalty-free license to use, copy, transmit, display, and analyze Customer data for the purposes of providing, maintaining, and improving the Program.

    • CytoPixel reserves the right to use anonymized data for research and development purposes.

  • 6.3. Customer data:

    • CytoPixel will not access, view, or use Customer Data except as necessary to:

      • Provide and maintain the Program;

      • Perform troubleshooting and support services;

      • Improve or enhance the functionality of the Program; or

      • Comply with legal obligations, lawful requests, or regulatory requirements.

    •  CytoPixel will not disclose Customer Data to third parties except as required to provide the Program or as mandated by law, court order, or other legal processes. Customer acknowledges that CytoPixel may use subcontractors, service providers, or cloud hosting services to provide the Program, who may process Customer Data on behalf of CytoPixel, subject to adequate security measures.

  •  6.4. Data Breach Notification:

    • In the event of a data breach or security incident that results in unauthorized access to or disclosure of Customer Data, CytoPixel will:

      • Promptly notify the affected Customer in accordance with applicable data protection laws;

      • Provide details of the breach, including the nature of the compromised data, the cause (if known), and the steps being taken to address the incident;

      • Take reasonable steps to mitigate the breach and prevent further unauthorized access.

    •  CytoPixel will cooperate with the Customer to comply with any applicable legal or regulatory requirements, including reporting obligations, as required by law.

 7. Disclaimer of Warranties

  • THE PROGRAM IS PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. CYTOPIXEL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

8. Limitation of Liability

  • 8.1. CUSTOMER AGREES THAT CYTOPIXEL SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER ARISING OUT OF OR RELATED TO CUSTOMER'S USE OF OR INABILITY TO USE THE PROGRAM, EVEN IF CYTOPIXEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

  • 8.2. CYTOPIXEL'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9. Indemnification

  • Customer agrees to indemnify, defend, and hold harmless CytoPixel, its affiliates, officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney’s fees and legal costs) arising out of or related to:

    • (a) Customer’s or any Authorized User’s use of the Program in violation of another party’s rights, including but not limited to intellectual property or privacy rights;

    • (b) any violation of applicable law or regulation;

    • (c) any breach of these Terms by Customer or any Authorized User;

    • (d) any other claim related to the Customer’s or Authorized Users’ use of the Program, including but not limited to data or content uploaded by the Customer.

  • CytoPixel reserves the right, at its own option and expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer. In such case, the Customer agrees to cooperate with CytoPixel in its defense of such claim.

10. Confidential Information

  • Each party agrees to use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential and proprietary information of like kind (but not less than a reasonable standard of care). Neither party will disclose, use, or grant access to the other party’s Confidential Information except to the extent necessary to perform its obligations under these Terms or as required by law.

  •  “Confidential Information” includes but is not limited to:

    • (a) any information designated as confidential in writing by the disclosing party;

    • (b) any information that a reasonable person would understand to be confidential or proprietary under the circumstances;

    • (c) features and functionality of the Program that are not publicly available, future product plans, and pricing information; and

    • (d) Customer Data.

  •  Confidential Information does not include information that:

    • (i) was publicly known and made generally available in the public domain prior to the time of disclosure;

    • (ii) becomes publicly known and made generally available after disclosure through no action or inaction of the receiving party;

    • (iii) is already in the possession of the receiving party at the time of disclosure; or

    • (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

11. Suspension and Termination

  • CytoPixel may, in its sole discretion, suspend or terminate Customer’s account or the account of any Authorized User immediately, without prior notice, for any suspected illegal activity, violation of these Terms, or requests by law enforcement or other government agencies.

  •  CytoPixel may also terminate or suspend accounts for:

    • (a) non-payment of fees;

    • (b) breach of any of the provisions of these Terms;

    • (c) unauthorized or improper use of the Program; or

    • (d) any conduct that, in CytoPixel’s reasonable opinion, may cause harm to CytoPixel, the Program, or other users.

  •  Upon termination, all rights granted under these Terms will immediately cease, and Customer will no longer have access to the Program. Any outstanding payment obligations shall survive termination, and CytoPixel will not be liable for any damages or loss resulting from such suspension or termination.

12. Modifications to Terms

  • CytoPixel reserves the right to modify or update these Terms at any time. We will provide notice of any material changes by posting the amended Terms on our website or by email. The revised Terms will become effective upon posting or such other date as specified in the notification.

  •  Customer's continued use of the Program after such changes constitutes acceptance of the new Terms.

13. Governing Law and Jurisdiction

  • These Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law provisions. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Lewes, Delaware.

14. Contact Information

  • If you have any questions about these Terms, please contact us at support@cytopixel.com.

By using the Program, Customer acknowledges that it has read these Terms, understood them, and agrees to be bound by them. If Customer does not agree to these Terms, Customer is not authorized to use the Program.