Terms of Service

1. Acceptance of Terms

By accessing and using the website at cytelyio.com and any Cytely software or services (collectively the "Service"), you accept and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. These Terms constitute a legally binding agreement between you and Cytely AB ("Cytely", "we", "us", or "our"), a company registered in Sweden.

If you are using the Service on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

2. Description of Service

Cytely provides fluorescence microscopy image standardization and quantitative image analysis software for academic and commercial research use. The Service includes web-based tools, downloadable software, documentation, and related support materials.

3. Licence & Permitted Use

Subject to these Terms and payment of applicable fees, Cytely grants you a limited, non-exclusive, non-transferable, revocable licence to use the Service for your internal research or business purposes.

You agree not to:

• Copy, modify, distribute, sell, or sub-license the Service or any part thereof;
• Reverse engineer, decompile, or disassemble the software except to the extent permitted by applicable law;
• Use the Service in a manner that could impair, disable, or harm the Service or interfere with others' use;
• Use the Service for unlawful purposes or in violation of applicable regulations;
• Remove or obscure any proprietary notices on the Service.

4. Academic and Research Use

The Academic Licence tier is available exclusively to non-commercial academic researchers affiliated with accredited educational or research institutions. Cytely reserves the right to verify institutional affiliation and to terminate the academic licence if institutional affiliation ceases.

Publications arising from work that used Cytely software must acknowledge Cytely in the methods section.

5. Accounts & Credentials

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify Cytely immediately of any unauthorised use of your account. Cytely is not liable for any loss resulting from unauthorised access to your account caused by your failure to adequately protect your credentials.

6. Fees & Payment

Subscription fees are as published on our Pricing page and are subject to change with 30 days' notice. Fees are non-refundable except where required by applicable law. All prices are exclusive of VAT; applicable taxes will be added at checkout.

7. Intellectual Property

The Service and its content, features, and functionality are owned by Cytely AB and are protected by Swedish and international copyright, trademark, and trade secret law. Nothing in these Terms transfers intellectual property rights to you. Cytely does not claim any ownership rights in data you submit to the Service.

8. Data & Confidentiality

You retain ownership of all research data and images you submit to the Service. Cytely processes your data solely to provide the Service. Cytely will not disclose your data to third parties except as described in the Privacy Policy or as required by law.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYTELY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CYTELY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYTELY'S AGGREGATE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO CYTELY IN THE TWELVE MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL CYTELY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11. Indemnification

You agree to indemnify and hold harmless Cytely AB, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from your use of the Service, violation of these Terms, or infringement of any third-party rights.

12. Term & Termination

These Terms remain in effect while you use the Service. Cytely may terminate your access if you materially breach these Terms and fail to cure the breach within 14 days of written notice. Upon termination, your licence ends and you must cease using the Service. Sections 7, 9, 10, 11, and 14 survive termination.

13. Changes to Terms

We may modify these Terms from time to time. Material changes will be notified via email or a prominent website notice at least 30 days before taking effect. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

14. Governing Law & Dispute Resolution

These Terms are governed by the laws of Sweden. Any dispute arising from or relating to these Terms will be submitted to the exclusive jurisdiction of the courts of Lund, Sweden, unless you are a consumer in an EU member state, in which case you may also benefit from mandatory consumer protection rules in your jurisdiction.

The European Commission's online dispute resolution platform is available at ec.europa.eu/consumers/odr.

15. Contact

Cytely AB
Scheelevägen 2
223 81 Lund, Sweden
Email: [email protected]