Terms of Service

This Terms of Service govern your use of Cytarian (the "Services"), including all documentation provided by Provider, in printed, electronic, or other form, that describe the Services or its specifications ("Documentation") provided to you ("you" or "your") for use pursuant to and subject to a Software-as-a-Service Agreement ("SaaS Agreement") between Cytarian, Inc. ("Provider") and your employer or other person or entity who owns or otherwise lawfully controls the device(s) from which the Services is accessed ("Licensee").

1. License Grant

Subject to your compliance with these Terms of Use, Provider hereby grants you a non-exclusive, non-transferable, non-sublicensable, license to use the Services solely in accordance with the Documentation for Licensee's internal business purposes. The foregoing license will terminate immediately on the earlier to occur of:

• The expiration or earlier termination of the SaaS Agreement between Provider and Licensee; or
• Your ceasing to be authorized by Licensee to use the Services for any or no reason.

2. Use Restrictions

You shall not, directly or indirectly:

• Use the Services or Documentation except as set forth in Section 1;
• Copy the Services or Documentation, in whole or in part;
• Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services or any part thereof;
• Combine the Services or any part thereof with, or incorporate the Services or any part thereof in, any other programs or services;
• Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof;
• Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Services or Documentation, including any copy thereof;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Services or any features or functionality of the Services, for any reason, to any unauthorized person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee;
• Use the Services or Documentation in violation of any law, regulation, or rule; or
• Use the Services or Documentation for purposes of competitive analysis of the Services, the development of a competing Services product or service, or any other purpose that is to the Provider's commercial disadvantage.

3. Compliance Measures

The Services may contain security features designed to prevent unauthorized use of the Services, including features to protect against use of the Services: (a) beyond the scope of the license granted to pursuant to Section 1; or (b) prohibited under Section 2. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such security features.

4. Collection and Use of Information

Provider may, directly or indirectly through the services of others, collect and store information regarding use of the Services and about equipment on which the Services is accessed and used, by means of providing maintenance and support services, and security measures included in the Services as described in Section 3.

You agree that the Provider may use such information for any purpose related to any use of the Services by you, including but not limited to: (i) improving the performance of the Services or developing updates; and verifying compliance with these Terms of Use and enforcing Provider's rights, including all intellectual property rights in and to the Services.

5. Intellectual Property Rights

You acknowledge that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under these Terms of Use, or any other rights to the Services other than to use the Services in accordance with the license granted under these Terms of Use, subject to all terms, conditions, and restrictions. Provider reserves and shall retain its entire right, title, and interest in and to the Services and all intellectual property rights arising out of or relating to the Services, subject to the license expressly granted to the Licensee in these Terms of Use. You shall safeguard the Services from infringement, misappropriation, theft, misuse, or unauthorized access.

6. Disclaimer of Liability

IN NO EVENT WILL PROVIDER, OR ANY OF ITS PROVIDERS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES. YOU ARE PROVIDED THE SERVICES PURSUANT TO THE SAAS AGREEMENT BETWEEN PROVIDER AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT OR ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY PROVIDER OR ANY OF ITS PROVIDERS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SERVICES SHALL BE SOLELY TO LICENSEE PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

7. Export Regulation

The Services may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services to, or make the Services or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US.

8. Governing Law

These Terms of Use are governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule (that would cause the application of laws of any other jurisdiction).