Per-product Terms of Service

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 solely for Customer's internal research purposes and is subject to all restrictions and obligations set forth in these Terms. CytoPixel retains all right, title, and interest in and to the Program, including all intellectual property rights therein. Nothing in these Terms shall be construed as transferring any ownership rights to Customer.

The Customer may not sublicense, distribute, or provide access to the Program to any third party without CytoPixel's prior written consent. Any attempt to sublicense, assign, or transfer the rights granted herein without such consent shall be null and void.

3. User Registration Obligations

Each of the Customer's Authorized Users must provide true, accurate, current, and complete information as prompted by the registration process ("Registration Data") and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete at all times.

Authorized Users must maintain the confidentiality and security of their login credentials and are solely responsible for all activities that occur under their accounts. Customer shall immediately notify CytoPixel of any unauthorized use of any Authorized User's account or any other breach of security known to Customer.

If any Authorized User provides, or CytoPixel has reasonable grounds to suspect that any Authorized User has provided, any Registration Data that is untrue, inaccurate, not current, or incomplete, CytoPixel may suspend or terminate the applicable Authorized User's account and refuse any and all current or future use of the Program by such Authorized User.

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. Customer acknowledges that the Program has not been validated or approved for clinical or diagnostic use and agrees not to use the Program in any manner that would constitute such use.

4.2 No Patient Data

Customer agrees not to upload, transmit, or otherwise make available any protected health information (PHI) as defined under the Health Insurance Portability and Accountability Act (HIPAA), or any personally identifiable information (PII) of patients or research subjects, to the Program. Customer is solely responsible for ensuring that all data uploaded to the Program is de-identified and compliant with all applicable privacy laws and regulations.

4.3 General Use Restrictions

Customer shall not, and shall not permit any Authorized User or third party to:

  1. Copy, modify, adapt, translate, or create derivative works based on the Program or any component thereof;
  2. Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Program;
  3. Rent, lease, loan, sell, sublicense, distribute, or otherwise transfer the Program or any rights therein to any third party;
  4. Remove, alter, or obscure any proprietary notices, labels, or marks on the Program;
  5. Use the Program to develop a competing product or service, or for any purpose that is competitive with CytoPixel's business;
  6. Use the Program in any manner that violates any applicable law, regulation, or governmental order;
  7. Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through the Program;
  8. Use the Program to store or transmit material that infringes or misappropriates the intellectual property rights of any third party.

4.4 Compliance with Laws

Customer shall comply with all applicable local, state, national, and international laws and regulations in connection with its use of the Program, including but not limited to export control laws, data privacy laws, and intellectual property laws.

4.5 Monitoring of Use

CytoPixel reserves the right to monitor Customer's use of the Program for the purpose of ensuring compliance with these Terms. CytoPixel may, in its sole discretion, suspend or terminate Customer's access to the Program if CytoPixel reasonably believes that Customer's use of the Program violates these Terms or any applicable law or regulation.

5. Fees, Term and Payment

5.1 Fees

Customer shall pay all fees specified in the applicable Service Order or pricing schedule. Fees are based on the level of access and usage selected by the Customer and are non-cancelable and non-refundable except as expressly set forth in these Terms. CytoPixel reserves the right to modify its fees upon thirty (30) days' prior written notice to Customer, provided that such modified fees shall apply only to subsequent renewal terms.

5.2 Subscription Term

The initial subscription term shall be as specified in the applicable Service Order. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, the subscription shall automatically renew for successive annual periods at the then-current fees.

5.3 Payment Terms

All fees are due and payable in accordance with the payment terms set forth in the applicable Service Order. If no payment terms are specified, all fees shall be due within thirty (30) days of the invoice date. Late payments shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.

5.4 Taxes

All fees are exclusive of taxes. Customer shall be responsible for all applicable taxes, levies, and duties arising out of these Terms, excluding taxes based on CytoPixel's net income. If CytoPixel is required to collect or remit taxes on Customer's behalf, such taxes will be invoiced to Customer and Customer shall pay such taxes in addition to the applicable fees.

6. Data Privacy and Security

6.1 Privacy and Security Measures

CytoPixel shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data stored within the Program. CytoPixel shall comply with its published Privacy Policy, which is incorporated herein by reference.

6.2 Ownership of Customer Data

Customer retains all right, title, and interest in and to all data, images, files, and other content uploaded to the Program by Customer or its Authorized Users ("Customer Data"). CytoPixel shall not access, use, or disclose Customer Data except as necessary to provide and maintain the Program, comply with applicable law, or as otherwise authorized by Customer in writing.

6.3 Customer Data Access

CytoPixel's access to Customer Data is limited to what is necessary to provide, maintain, and improve the Program. Customer may export or retrieve its Customer Data from the Program at any time during the term of the subscription. Upon termination or expiration of the subscription, CytoPixel shall, at Customer's request, make Customer Data available for export for a period of thirty (30) days. After such period, CytoPixel may delete Customer Data in accordance with its standard data retention policies.

6.4 Breach Notification

In the event that CytoPixel becomes aware of any unauthorized access to or disclosure of Customer Data ("Security Breach"), CytoPixel shall promptly notify Customer of the Security Breach, take commercially reasonable steps to mitigate the effects of the Security Breach, and cooperate with Customer in investigating and remediating the Security Breach. Such notification shall be made without unreasonable delay and in no event later than seventy-two (72) hours after CytoPixel becomes aware of the Security Breach.

7. Disclaimer of Warranties

THE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CYTOPIXEL DOES NOT WARRANT THAT THE PROGRAM WILL MEET CUSTOMER'S REQUIREMENTS, THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE PROGRAM WILL BE CORRECTED, OR THAT THE PROGRAM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM. THE PROGRAM IS NOT INTENDED FOR USE IN CLINICAL OR DIAGNOSTIC SETTINGS, AND CYTOPIXEL DISCLAIMS ALL LIABILITY ARISING FROM ANY SUCH USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CYTOPIXEL OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.

8. Limitation of Liability

8.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CYTOPIXEL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CYTOPIXEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYTOPIXEL'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE PROGRAM SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO CYTOPIXEL DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnification

Customer agrees to indemnify, defend, and hold harmless CytoPixel, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) Customer's use of the Program in violation of these Terms; (b) Customer's violation of any applicable law or regulation; (c) any data or content uploaded to the Program by Customer or its Authorized Users; or (d) any allegation that Customer's use of the Program infringes or misappropriates the intellectual property rights of any third party.

10. Confidential Information

"Confidential Information" means any information disclosed by either party to the other party, directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or some similar designation, or that the receiving party knows or reasonably should know is confidential. Confidential Information includes, but is not limited to:

  1. The terms and conditions of these Terms, including pricing;
  2. Business plans, strategies, forecasts, and financial information;
  3. Technical data, trade secrets, know-how, and proprietary algorithms;
  4. Customer Data and any analysis or results derived therefrom.

Confidential Information does not include information that:

  1. Is or becomes publicly available through no fault of the receiving party;
  2. Was known to the receiving party prior to disclosure without restriction on disclosure;
  3. Is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information;
  4. Is rightfully received from a third party without restriction on disclosure.

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Neither party shall use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under these Terms.

11. Suspension and Termination

CytoPixel may suspend or terminate Customer's access to the Program under any of the following circumstances:

  1. Customer breaches any material term of these Terms and fails to cure such breach within fifteen (15) days after receiving written notice thereof;
  2. Customer fails to pay any fees when due and such failure continues for fifteen (15) days after receiving written notice thereof;
  3. CytoPixel reasonably believes that Customer's use of the Program poses a security risk to the Program or any third party, or may subject CytoPixel to liability;
  4. Customer becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

Upon termination, Customer's right to access and use the Program shall immediately cease. Sections 6.2, 7, 8, 9, 10, and 13 shall survive any termination or expiration of these Terms.

12. Modifications to Terms

CytoPixel reserves the right to modify these Terms at any time. CytoPixel will provide Customer with at least thirty (30) days' prior written notice of any material changes to these Terms by posting the updated Terms on its website or by sending notice to the email address associated with Customer's account. Customer's continued use of the Program after the effective date of any such modifications shall constitute Customer's acceptance of the modified Terms. If Customer does not agree to any modification, Customer must discontinue use of the Program before the effective date of the modification.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to these Terms shall be instituted exclusively in the federal or state courts located in the State of Delaware, and each party irrevocably consents to the exclusive jurisdiction and venue of such courts. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

14. Contact Information

If you have any questions about these Terms, please contact us at:

CytoPixel Software
Email: support@cytopixel.com

By using the Program, Customer acknowledges that it has read these Terms, understood them, and agrees to be bound by them.

Memex Desktop Terms of Use

Version 1.0 · Last Updated: July 26, 2026

PLEASE READ THESE TERMS OF USE ("TERMS") CAREFULLY BEFORE INSTALLING OR USING THE MEMEX DESKTOP APPLICATION ("SOFTWARE"). INSTALLING OR USING THE SOFTWARE SIGNIFIES YOUR AGREEMENT TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE.

1. About These Terms and the Software

CytoPixel Software LLC ("CytoPixel," "we," "us," or "our") publishes Memex Desktop, an application you install and run on your own computer. The Software organizes a folder of your own files (a "vault") and lets an artificial intelligence agent read from and write to that folder on your behalf.

The Software is not a hosted service. CytoPixel operates no servers for it, provides no accounts or credentials for it, and does not receive, store, or process the contents of your vault. These Terms govern your use of the Software itself. They are an agreement between you and CytoPixel only.

"You" means the individual or entity installing or using the Software. If you are using the Software on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. License and Ownership

Subject to your compliance with these Terms, CytoPixel grants you a limited, non-exclusive, non-transferable, revocable right to install and use the Software for your own purposes, personal or commercial. No fee is charged for this right.

The source code for Memex is separately published under the MIT License. These Terms govern the packaged application distributed by CytoPixel; nothing in these Terms limits, conditions, or revokes any right granted to you under the MIT License with respect to the source code. If a provision of these Terms conflicts with the MIT License as applied to the source code, the MIT License controls as to the source code, and these Terms continue to govern the packaged application.

CytoPixel, its contributors, and its licensors retain all right, title, and interest in and to their respective contributions to the Software, including all intellectual property rights therein. The Software includes components owned by third parties and licensed separately, as described in Section 5. Nothing in these Terms transfers ownership of the Software or any component of it to you.

3. Trademarks

The MIT License grants no rights in names, logos, or trademarks. "Memex," "CytoPixel," "NimbusImage," and the associated logos and designs are marks of CytoPixel Software LLC. Nothing in these Terms or in the MIT License grants you the right to use those marks, including to name, brand, or promote a modified or derivative version of the Software, or to suggest that CytoPixel endorses or is affiliated with any product or distribution that is not ours.

4. How Memex Works: Anthropic and Your Data

This section describes the most important thing to understand about the Software. Please read it.

The Software operates by sending information to Anthropic, PBC ("Anthropic") using your own Anthropic or Claude account. That information includes the text you type into the Software and the contents of files in your vault that the agent reads while working on your requests. The agent decides which files to read in order to answer you, so any information you place in a vault may be transmitted to Anthropic.

Your relationship with Anthropic is directly between you and Anthropic. Anthropic's agreements govern that information, including how long Anthropic retains it and the purposes for which Anthropic may use it:

CytoPixel is not a party to your agreement with Anthropic. We do not receive that information, cannot access it, cannot control how it is used or how long it is kept, and cannot delete it or retrieve it for you. Requests about information you have sent to Anthropic must be directed to Anthropic.

You are responsible for reviewing Anthropic's agreements and for deciding whether they are acceptable for the information you place in a vault.

5. Third-Party Components and Accounts

The Software includes and depends on software licensed by Anthropic, including the Claude Agent SDK and a bundled Claude command-line program. Your use of those components is subject to Anthropic's agreements listed in Section 4 and to Anthropic's legal and compliance terms for Claude Code. Those components are owned by Anthropic and are not licensed to you under the MIT License.

Using the Software requires your own Anthropic or Claude account. You are responsible for obtaining and maintaining that account in good standing, for all activity conducted under it, for any charges or usage limits that apply to it, for complying with Anthropic's Usage Policy, and for using an authentication method that Anthropic permits for your plan. CytoPixel does not provide, resell, or administer Anthropic accounts, and does not guarantee that any particular Anthropic plan, model, or authentication method will remain available or continue to work with the Software.

The Software may also connect to other services at your direction, such as pages you choose to display in the Software or connectors you enable in your own Anthropic account. Your use of those services is governed by their own terms.

6. Autonomous Operation; Your Responsibilities

You acknowledge and agree that:

  1. The agent acts on your files. The Software creates, modifies, moves, renames, and deletes files within your vault directory without asking you to confirm each change. Some operations — including running shell commands and reaching outside the vault — prompt you for approval, and you may grant standing approval for them.
  2. You are responsible for backups. The Software is not a backup system and provides no undo guarantee. You are solely responsible for maintaining independent backups of anything in your vault that you cannot afford to lose. This is particularly important for any directory you designate as a vault that already contains files you care about.
  3. Output may be wrong. Artificial intelligence systems produce inaccurate, incomplete, and fabricated output. The Software may misinterpret your files, misrepresent their contents, act on a mistaken understanding of your request, or generate text that appears authoritative but is false. You are responsible for reviewing the agent's actions and verifying its output before relying on it.
  4. Output is not professional advice. Nothing produced by the Software is medical, legal, financial, tax, or other professional advice, and it is not a substitute for consultation with a qualified professional.
  5. You are responsible for what you put in a vault. You decide which files the agent can reach. You represent that you have the right to place that content in a vault and to have it transmitted to Anthropic as described in Section 4.

7. Prohibited Data and Uses

You shall not use the Software to store, process, or transmit:

  1. Protected health information. Protected health information ("PHI") as defined under the Health Insurance Portability and Accountability Act ("HIPAA"), or any individually identifiable health information. Anthropic covers PHI only where the customer has executed a Business Associate Agreement with Anthropic and has Zero Data Retention enabled for its organization. Individual users of the Software will not have that coverage, and CytoPixel is in no case a business associate with respect to your use of the Software.
  2. Identifiable patient or research-subject information. Any personally identifiable information of patients or human research subjects, whether or not it constitutes PHI.
  3. Data you are not permitted to disclose to a third-party artificial intelligence provider. Any information whose transmission to Anthropic would breach applicable law, a contract or confidentiality obligation, an institutional review board protocol or informed consent document, the Family Educational Rights and Privacy Act ("FERPA"), export control regulations, or any similar restriction. Because the agent reads the files in your vault, placing such information in a vault is a transmission of it.

You further shall not:

  1. rely on the Software for clinical, diagnostic, or treatment purposes, or for any purpose where inaccurate output could result in personal injury, death, or damage to property or the environment;
  2. use the Software in violation of any applicable law or regulation, or in violation of Anthropic's Usage Policy, or to circumvent any restriction, usage limit, or authentication requirement imposed by Anthropic;
  3. use the Software to infringe or misappropriate the intellectual property or privacy rights of any third party.

The Software has no ability to inspect or enforce these restrictions, and CytoPixel does not monitor your use of it. Compliance is entirely your responsibility.

8. Software Updates

The Software checks for updates by contacting GitHub, and may download and install updated versions. Updates may add, change, or remove functionality. Continued use of the Software after an update constitutes acceptance of that version. CytoPixel is under no obligation to provide updates, support, maintenance, or bug fixes, or to continue publishing the Software at all.

9. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CYTOPIXEL DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT IT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY OUTPUT IT PRODUCES WILL BE ACCURATE, COMPLETE, OR RELIABLE.

CYTOPIXEL SPECIFICALLY DISCLAIMS ALL LIABILITY FOR LOSS, CORRUPTION, DELETION, OR MODIFICATION OF YOUR FILES, AND FOR ANY DISCLOSURE OF INFORMATION YOU PLACE IN A VAULT. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND AS TO ANY ACTION THE AGENT TAKES ON YOUR FILES.

THE SOFTWARE IS NOT INTENDED FOR USE IN CLINICAL OR DIAGNOSTIC SETTINGS, AND CYTOPIXEL DISCLAIMS ALL LIABILITY ARISING FROM ANY SUCH USE. NO INFORMATION OR ADVICE GIVEN BY CYTOPIXEL OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY.

CYTOPIXEL MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER REGARDING ANTHROPIC OR ANY OTHER THIRD-PARTY SERVICE, INCLUDING ITS AVAILABILITY, ITS PRICING, ITS HANDLING OF YOUR INFORMATION, OR ITS CONTINUED COMPATIBILITY WITH THE SOFTWARE.

10. Limitation of Liability

10.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CYTOPIXEL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRIBUTORS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, FILES, RESEARCH, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF CYTOPIXEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CYTOPIXEL'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES YOU HAVE PAID TO CYTOPIXEL FOR THE SOFTWARE, IF ANY, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Third-Party Services

CYTOPIXEL SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH ANTHROPIC OR ANY OTHER THIRD-PARTY SERVICE, INCLUDING ANY ACT OR OMISSION OF ANTHROPIC, ANY USE OR RETENTION OF YOUR INFORMATION BY ANTHROPIC, ANY SUSPENSION OR TERMINATION OF YOUR ANTHROPIC ACCOUNT, ANY CHANGE TO ANTHROPIC'S TERMS, PRICING, MODELS, OR AUTHENTICATION REQUIREMENTS, OR ANY INTERRUPTION OF ANTHROPIC'S SERVICES.

11. Indemnification

You agree to indemnify, defend, and hold harmless CytoPixel, its affiliates, officers, directors, employees, agents, contributors, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (a) your use of the Software in violation of these Terms; (b) your violation of any applicable law or regulation, or of Anthropic's terms or Usage Policy; (c) any content you place in a vault or otherwise transmit through the Software, including any content prohibited by Section 7; or (d) any allegation that your use of the Software infringes or misappropriates the intellectual property rights of any third party.

12. Term and Termination

These Terms take effect when you first install or use the Software and continue until terminated.

You may terminate these Terms at any time by ceasing all use of the Software and uninstalling it. No fees are charged and none are refundable. Uninstalling the Software does not delete your vault, which remains on your computer, and does not affect information already transmitted to Anthropic.

CytoPixel may terminate the rights granted in these Terms if you materially breach them. Upon termination, your right to use the Software immediately ceases.

Sections 2, 3, 4, 7, 9, 10, 11, 14, and 15 survive any termination of these Terms.

13. Changes to These Terms

CytoPixel may modify these Terms. When we do, we will update the version and effective date of these Terms, publish the updated Terms on our website, and present them to you in the Software. Your continued use of the Software after being presented with updated Terms constitutes acceptance of them. If you do not agree to the updated Terms, you must stop using the Software and uninstall it. Because the Software runs entirely on your computer and we hold no account or contact information for you, presenting the updated Terms in the Software is our method of notifying you.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to these Terms shall be instituted exclusively in the federal or state courts located in the State of Delaware, and each party irrevocably consents to the exclusive jurisdiction and venue of such courts. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

15. General

Entire agreement. These Terms, together with the Memex Privacy Notice, constitute the entire agreement between you and CytoPixel regarding the Software and supersede all prior understandings regarding it. They do not govern your separate agreements with Anthropic or any other third party.

Severability. If any provision of these Terms is held unenforceable, that provision shall be limited or eliminated to the minimum extent necessary and the remaining provisions shall remain in full force and effect.

No waiver. Our failure to enforce any provision of these Terms shall not constitute a waiver of it.

Assignment. You may not assign or transfer these Terms without our prior written consent. CytoPixel may assign these Terms in connection with a merger, acquisition, or sale of assets.

Export compliance. You represent that you are not located in, and will not use the Software in, any jurisdiction subject to a United States embargo, and that you are not listed on any United States government list of prohibited or restricted parties.

Eligibility. The Software is not directed to children. You represent that you are at least 18 years old, or the age of majority in your jurisdiction if greater.

16. Contact Information

If you have any questions about these Terms, please contact us at:

CytoPixel Software LLC
Email: support@cytopixel.com

By installing or using the Software, you acknowledge that you have read these Terms, understood them, and agree to be bound by them.