Terms of Service

SimpliCyte™ Software License Agreement

(Click-through / End-User License)

DRAFT FOR COUNSEL REVIEW — NOT FOR PUBLICATION, HASHING, OR BUNDLING. Replaces the 2026-10-23 draft. What changed and the open questions are in the accompanying cover note. Remove this banner only after counsel markup is accepted. The shipped, hashed document is this file with this banner removed. The metadata block below is part of the shipped text.

Agreement ID

sla

Version

2026-10-26-draft (v3)

Jurisdiction

United States (US)

Locale

en-US

Provider

Downing Applied Systems LLC d/b/a SimpliCyte

Notice address

6545 Market Ave. North, Ste 100, Canton, OH 44721, USA

Notice email

support@simplicyte.com

This is a legally binding license. By clicking “I agree,” or by downloading, installing, activating, or using the Software, You agree to it. If You do not agree, do not use the Software.

For Research Use Only. Not for use in diagnostic procedures. See Section 4.

Paid plans renew automatically until cancelled. See Section 10.3.

1. Parties and acceptance

1.1 Provider. This Agreement is between You and Downing Applied Systems LLC, an Ohio limited liability company doing business as SimpliCyte (“SimpliCyte,” “we,” “us”).

1.2 You and Your Organization. “You” means the individual who accepts this Agreement. If You use the Software for a company, university, laboratory, or other entity (Your “Organization”), You represent that You have authority to bind it, or are using the Software with its permission in the ordinary course of Your role. The Organization is then also a party and is responsible for use in its business or research. You remain responsible for Your own compliance, for that representation, and for any use outside Your role. “You” includes the Organization once bound.

1.3 Capacity. You are at least 18 years old and are able to contract.

1.4 Electronic acceptance. Clicking “I agree,” together with our record of the version and a cryptographic hash of the text shown to You, is Your electronic signature. We store that record with Your account, the time, and (in the Software) the application version and install identifier. You may ask for a copy of the version You accepted.

1.5 Scope. This Agreement covers the Software, Updates, the Documentation, our account and activation services, the Hosted Services (Section 9), and Paid Services (Section 10). It does not cover professional services, institutional agreements, or any other signed agreement; those are separate contracts.

1.6 Entire agreement; Product Privacy Notice. This Agreement is the entire agreement about its subject and overrides conflicting terms in any purchase order or vendor portal. The Product Privacy Notice (agreement privacy) is a separate required clickwrap. It is a disclosure of our privacy practices, not a contract term. It does not impose obligations on You or vary this Agreement, except that it controls on how we collect, use, and retain personal information.

2. License

2.1 Grant. Subject to this Agreement, we grant You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software, and to let Your Authorized Users use it, on computers You or Your Organization own or control, for the Permitted Use, in a territory where we make it available.

2.2 Permitted Use and Authorized Users. The Permitted Use is internal research use, subject to Sections 4, 11, and 12. Authorized Users are You, people acting on Your behalf (for example Your lab), and Your Organization’s personnel working under Your authority. They may use an Installation You activated without their own account. You are responsible for their use as if it were Your own.

2.3 The Software is free. There is no license fee for the Software. Hosted Services and Paid Services are optional; Your existing projects, templates, and results never depend on them. We may offer other paid features later under terms You accept at the time.

2.4 Installations and sharing.

  • Unit. The Installation (one installed copy on one computer) is the licensed unit. There is no seat cap. Each Installation is activated under one account, its account of record.

  • Shared computers. You may let Authorized Users use an Installation on a shared computer. The Software does not separate projects or results by person; anyone who can use that computer or operating-system profile can open them. Use separate profiles or computers where You need separation.

  • Credentials. Sharing an Installation is permitted. Sharing account credentials is not.

  • Copies. You may copy the Software and installer only for backup and for installation under Section 2.1, keeping all notices.

  • No redistribution. You will not sell, sublicense, lease, lend, distribute, mirror, host for download, bundle, preload, or otherwise make the Software or installer available to any third party, or act as a reseller, distributor, or OEM for it.

  • Internal deployment. Your Organization’s IT may deploy the Software to computers it owns or controls for Authorized Users.

  • Virtual environments. You may run the Software in a virtual machine, container, or cloud workstation for Authorized Users. You will not host it for, or run analyses for, anyone else (no multi-tenant, timesharing, or service-bureau hosting).

2.5 United States only. The Software and Hosted Services are offered in the United States only. You represent that You are, and will use them, in the United States.

2.6 Reservation. All rights not expressly granted are reserved.

3. Accounts, activation, and updates

3.1 Account. Activation requires an account with a verified email and the name You would put on an agreement. You are responsible for accurate information, for keeping credentials confidential, for activity under Your account, and for Your Authorized Users. Tell us promptly if Your account is compromised. Anyone may create their own account at no charge.

3.2 Country of record. At activation You declare a country of use. Your first valid declaration is Your country of record. It is a compliance claim, so changing it is a support action. Do not misrepresent Your location.

3.3 Activation lease. The Software requires online activation. We issue a time-limited, signed lease that the Software verifies locally and refreshes while online. You may work offline for the grace period stated in the Documentation (currently seven days after the lease expires). A lease is an entitlement for an Installation, not an assertion of who is using it.

3.4 No circumvention. You will not circumvent or interfere with accounts, activation, leases, eligibility, agreement acceptance, version controls, balances, or the protection of any Model.

3.5 Updates. We may provide Updates and set a minimum supported version. Below it, the Software may refuse to activate. We may withdraw a release.

3.6 Changes. We may modify, suspend, or discontinue the Software, any Hosted Service, the Model Catalog, or any feature, with notice where practical. Section 16.4 states what happens to paid balances.

4. Research Use Only

4.1 Intended use. The Software is for research use only: analysis of microscopy and related scientific images — segmentation, classification, measurement, and composition of analysis workflows — for preclinical, translational, exploratory, and methodological research. It carries this legend, which is part of the intended use:

For Research Use Only. Not for use in diagnostic procedures.

The Software, the Hosted Services, and every Model we supply are not a medical device, in vitro diagnostic, or clinical decision support, and are not intended for diagnosis, prevention, monitoring, prognosis, or treatment of disease in any individual. Paying for a Model or a Hosted Service does not change this.

4.2 Prohibited uses. These uses are outside this license. You will not:

  • diagnose, monitor, prognose, or treat disease in an identifiable individual, or inform any clinical decision;

  • produce a result returned to a patient or clinician, entered in a medical record, or used in patient management;

  • use the Software in or for a medical device, IVD, companion diagnostic, or laboratory-developed test used clinically; or

  • generate data used to determine any safety or efficacy endpoint of a clinical trial, whether primary, secondary, or exploratory, or that is submitted to a regulator as the output of a validated or GxP-regulated system.

Only a separate written agreement could permit these. This Agreement is not one, and nothing here promises one.

4.3 Permitted research. Subject to Section 4.2, the Permitted Use includes research in drug, biologic, or diagnostic development, including exploratory analysis of de-identified specimens collected in a clinical trial, provided no result is returned for an individual’s care and no result is used to determine a safety or efficacy endpoint of that trial. A trial association does not by itself make a use clinical. Whether a study falls under Section 4.2 is Your determination; we do not give regulatory advice.

4.4 No validation. We make no representation that the Software is validated or compliant with 21 CFR Part 11, GxP, ISO 13485, IEC 62304, or any similar standard, and we do not provide validation packages, audit support, or vendor questionnaires except under a separate written agreement.

4.5 Your responsibility. You are responsible for whether the Software suits Your research, for the regulatory status of Your use, for the scientific validity of Your results, and for complying with law, institutional policy, ethics approvals, and consent.

5. Restricted Data

5.1 Do not submit Restricted Data. You will not import into the Software, send to a Hosted Service, include in names or metadata, or send us in support, any Restricted Data: Protected Health Information under HIPAA; information that identifies a patient or research subject; government identifiers; payment card data; or sensitive personal data under applicable law (including health data). Properly de-identified data is not Restricted Data.

5.2 Names are free text. Channel, marker, layer, phenotype, and project names You type can reach us through SimpliScientist (Section 9.2). Do not put identifiers in them.

5.3 No BAA. We are not Your HIPAA business associate and do not sign business associate agreements under this Agreement. The Software and Hosted Services are not designed for Protected Health Information.

6. Your Content and our data

6.1 Your Content. Images, annotations, measurements, results, workflows, the text You type into SimpliScientist, and other research content (“Your Content”) are Yours. They stay on Your computer, except when You use a Hosted Service, which sends only what Section 9 describes. We acquire no rights in Your Content beyond what we need to provide what You ask for.

6.2 Operational Data. We collect the account, activation, agreement, billing, and usage-record data described in the Product Privacy Notice (“Operational Data”). It does not include image pixels, file names or paths, or results.

6.3 Our commitments. We do not sell Operational Data or Your Content. We do not use Your Content, Input, Output, or Operational Data to train or improve any Model. We may publish aggregate, de-identified statistics (for example install counts or version mix). We will not publicly name You or Your Organization as a user without Your agreement.

6.4 Support materials. Strip Restricted Data before sending us logs or samples. We use them only to support You and fix the Software, and treat them as Your confidential information.

7. Ownership

7.1 Ours. The Software is licensed, not sold. We and our licensors own the Software and every part of it — code, interface, data model and formats, algorithms and decoders, workflow schema, our prompts and agent instructions, knowledge bases, First-Party Models, the Hosted Services, the Documentation, and the SimpliCyte marks — and all improvements and derivative works of them.

7.2 No implied licenses. Section 2.1 is the only license granted. No right arises by implication, estoppel, exhaustion, or otherwise.

7.3 Confidential information. Non-public parts of the Software (source code, internal design, prompt content, protection and licensing mechanisms, unreleased features) are our trade secrets. You will not disclose or misuse them. This does not limit publishing Your scientific results and methods, or reporting a vulnerability to us.

7.4 Marks and citation. You may not use our marks to promote Your own products or to suggest endorsement. You may name and cite the Software and its version in any publication, protocol, grant, or presentation without asking.

7.5 Yours. You own Your Content and the results the Software produces from it, including Output of AI Features and Hosted Services. Ownership of results grants no rights in any Model or third-party material.

7.6 Feedback. If You give us suggestions, we may use them freely, without obligation to You.

8. Models

The Software runs machine-learning models (“Models”). Imported and Third-Party Models run on Your computer. First-Party Models run only on our infrastructure (Section 8.3). There are three kinds.

8.1 Imported Models. You may import or convert Models from sources You choose. A Model is executed on Your computer, so import only from sources You trust. You are responsible for its license (many published weights are non-commercial only), for Your rights to use it, and for validating it. We give no warranty or support for Imported Models.

8.2 Third-Party Models. We bundle some openly licensed third-party Models with the installer and may offer others through the Model Catalog. Each remains under its upstream license, which we include with the Software or show before install, and which You must follow, including attribution. We are not their author, listing is not an endorsement by the author, and this Agreement grants no rights in them beyond that license. We may withdraw a listing at any time.

8.3 First-Party Models.

A First-Party Model is a Model we own and identify as first-party in the Software. Section 8.2 does not apply to it.

  • Access, not delivery. While a paid Plan is in effect (Section 10.2), You may use every First-Party Model we have published, in every project, with no per-model fee and no per-project activation. Which Model You run does not change what You are charged.

  • They run only on our infrastructure. A First-Party Model is never delivered to, installed on, or executed on Your computer. It runs only on SimpliBurst workers (Section 9.3), which means running one necessarily sends Image Regions to us, and means it cannot run offline, outside the United States, or where Your Organization has disabled SimpliBurst.

  • Protection. You will not extract, copy, decrypt, reverse engineer, redistribute, or host a First-Party Model, attempt to obtain its weights or architecture, or use it or its output to train a competing Model.

  • Results are Yours. Section 7.5 applies to results a First-Party Model produces, and they remain Yours after the Plan ends.

  • Versions. A workflow records the Model and version it used, and re-running it resolves to that published version or refuses. We may publish new versions; nothing You saved changes without Your asking.

  • Withdrawal. We may stop offering any First-Party Model. Results You have already produced are unaffected, but a withdrawn Model may become unavailable to re-run. Section 16.4 states what happens to paid balances if we discontinue a Paid Service.

9. Hosted Services

9.1 Generally. “Hosted Services” are optional features that run on infrastructure we operate: SimpliScientist planning (Section 9.2) and SimpliBurst cloud processing (Section 9.3). Every analysis the Software performs can also be performed without them, except that a First-Party Model runs only on SimpliBurst (Section 8.3). Your Organization may disable either service for its computers or email domain, as the Documentation describes. Hosted Services are provided on a best-effort basis with no uptime commitment, and unavailability is not a breach. We may suspend or refuse any request or Session for capacity, suspected abuse, non-payment, or legal or security reasons.

9.2 SimpliScientist. SimpliScientist turns a typed request into a proposed analysis workflow (“Workflow Plan”). When You submit a request, the Software sends us Your request and limited project context — such as channel and marker names and tags, image dimensions, layer names and roles, model names, and phenotype names. It does not send image pixels, files, file names or paths, annotations, measurements, or results. We process the request in the United States using a third-party AI model hosted by our cloud provider, as the Product Privacy Notice identifies, and return the Workflow Plan. A Workflow Plan is a proposal: nothing is applied until You apply it, unless You have turned on automatic deployment. Applying a Workflow Plan, running a saved template, and running a saved workflow do not use the Hosted Service.

9.3 SimpliBurst (cloud processing).

  • Only while You are using it. SimpliBurst runs only during a Session, which the Software starts when You ask for work that uses it and which You can stop at any time. A Session ends when You stop it, when the work that needed it finishes, when the Session’s reservation or Your Worker-Minute balance is used up, or at the Session’s deadline (Section 10.2). No Session starts, and nothing is sent, until You approve the Session’s cost.

  • What we receive. During a Session we receive only Image Regions (bounded arrays of pixel values from images You imported, for the channels the Model reads, with each Region’s position and scale in the image), the Model identifier and a digest of the Model, and run parameters. Run parameters include tile size, overlap, thresholds, the Model’s own run configuration, the intensity normalisation the Software computed for the image, and, where an analysis is limited to an area of the image, the outline of that area clipped to the Image Region, without any name or label. We will not request or receive files, file names, paths, project or layer names, measurements, results, or any identifier of a data subject. We do not receive Your annotations, except that where You have drawn the area limiting an analysis, the clipped outline described above is derived from it; nothing else You have drawn, and no name, label, or property of any annotation, is sent.

  • No retention or secondary use. We hold Image Regions in memory only for the duration of inference, return results to You, and will not store, disclose, or use Image Regions or results for any other purpose, including training or evaluating any Model.

  • Isolation. Compute resources for a Session serve only Your account and are destroyed, not reused, when the Session ends.

  • Location. Processing takes place in the United States.

  • Results. SimpliBurst produces the same kind of results as local processing and carries no additional warranty. Where a Session fails and the Model is one Your computer holds, the Software completes the work locally. A First-Party Model has no local copy, so that work instead stops and waits for You; it is not lost, and results already produced are kept.

  • Your warranty. You warrant that images You process with SimpliBurst contain no Restricted Data and that You are permitted, including under any institutional, grant, or data-use terms, to have them processed this way.

9.4 Processing on Your instruction. We process Your Content in a Hosted Service only on Your instruction and only to provide that service to You.

10. Paid Services

10.1 Allocations. Some Hosted Services and Models are metered by prepaid units (“Allocations”):

Allocation

What one unit buys

SimpliScientist Build

One SimpliScientist request through its first successful Workflow Plan, including two revisions and two rounds of answering open questions. A request that fails or is refused uses no Build.

Worker-Minute

One SimpliBurst worker running Models for one minute

10.2 Sources and expiry.

  • Plans. Every account holds a Plan. The free Plan is held by every account that is not subscribed; paid Plans are subscriptions (Section 10.3). A Plan grants Allocations each month and states how many workers a Session may launch. The quantities for each Plan are product configuration, shown in the Software and the Documentation, not terms of this Agreement. A paid Plan is “in effect” from purchase until the end of its last paid period (Section 10.3). The free Plan is never “in effect” under this Agreement.

  • Builds do not roll over. The monthly Build allowance resets at the start of each period. Unused Builds are forfeited. There is no overage charge: an exhausted allowance stops further metered Builds until the allowance renews or You upgrade.

  • Worker-Minutes roll over, capped. Unused Worker-Minutes included with a Plan roll over up to the cap stated for the Plan, and expire when the Plan ends.

  • Top-ups. Worker-Minutes are the only Allocation You may buy on their own. Purchased Worker-Minutes do not expire, are held separately from included Worker-Minutes, do not count toward the rollover cap, and remain on Your account if Your Plan lapses — but they cannot be used without a paid Plan in effect, because no Session can start without one. You may buy a top-up only while a paid Plan is in effect. Buying Worker-Minutes does not change how many workers a Session may launch.

  • Order of use. Worker-Minutes are drawn from the included balance first, then from purchased balances.

  • Reservation. Before a Session starts, the Software estimates the Worker-Minutes the work You configured will need, including a margin, and shows You that figure. Approving it reserves that many Worker-Minutes against Your balance. A reservation is a hold, not a charge. You cannot start a Session Your balance will not cover. Each Session also carries a deadline derived from its reservation, at which it terminates.

  • What is charged. We charge only the time workers spend running Models, rounded up once per Session to a whole minute, and never more than the reservation. Time spent starting up, waiting for work, and shutting down is not charged. Anything reserved and not charged returns to Your balance when the Session ends.

  • If the reservation or Your balance runs out. Work already completed is kept. Remaining work is held, the Session stops so no further charge accrues, and You choose whether to continue (buying Worker-Minutes if Your balance is short), run the remaining work on Your own computer where the Model allows it, or leave it held. Nothing is charged while it is held, and we will not discard it without notice. Because a Session needs a paid Plan in effect, held work stays held until You hold a paid Plan again.

We will apply any future expiry rule only to Allocations granted or bought after we announce it.

10.3 Automatic renewal. A paid Plan renews automatically at the end of each monthly or annual billing period, and we charge Your payment method the then-current price, until You cancel. You may cancel at any time in the billing portal linked from the Software. Cancellation takes effect at the end of the paid period; until then the Plan continues and remains “in effect” for Sections 8.3 and 10.2. After it ends, Your account holds the free Plan. We will notify You before a price increase applies to a renewal. A downgrade takes effect from the next period; an upgrade takes effect immediately.

10.4 Payment. Prices are shown before You buy. Payments are processed by our payment processor; card details never enter the Software.

  • Subscriptions and plan changes are completed on the processor’s checkout page or billing portal, in Your browser.

  • Worker-Minute top-ups may also be bought inside the Software. When You choose a listed pack there, You authorise us to charge the payment method the processor already holds for Your account for that pack, at the price shown, and we credit the Worker-Minutes immediately. It is a single purchase You have expressly requested, not a recurring charge. If the payment method requires Your further authentication, we send You to the processor’s checkout page instead. We give You a receipt in the Software, and the processor sends its own.

You pay all applicable taxes. Institutional purchasing is by separate agreement.

10.5 Nature of Allocations; refunds. Allocations are a limited license right, not property, currency, or stored value. They are tied to the account that receives them, are not transferable, and have no cash value. Fees are non-refundable and spent Allocations are not returned, except where Section 16.4 or law requires otherwise. Worker-Minutes reserved for a Session and not charged are not “spent” and return to Your balance (Section 10.2). Cancelling a Plan does not affect results You have already produced.

10.6 Reversed payments. If a payment is reversed or charged back, we may suspend the affected balance and refuse new use of Paid Services. Results You have already produced are unaffected.

11. AI and acceptable use

11.1 Human oversight. Model output, Workflow Plans, and other output of AI features (“Output”) can be wrong in ways that are not obvious, and performance on one dataset does not predict performance on another. You will review Output before relying on it, validate Models on data representative of Your study, have a qualified person review scientific conclusions, and not present Output as verified when it is not.

11.2 Research integrity. You will not use the Software to fabricate or falsify data, or to present generated or altered content as experimentally acquired. That is a material breach. Research integrity, disclosure of AI-assisted analysis, and misconduct processes are the responsibility of You and Your institution, not us. Methodological, negative-control, and benchmarking work is permitted.

11.3 Prohibited uses. You will not use the Software, Hosted Services, or Output to:

  1. extract or reconstruct any Model, prompt, agent instruction, or workflow

    logic of ours;

  2. develop or train a competing product or service, or replicate our Models

    (training Your own models on Your own results is permitted);

  3. circumvent rate limits, safety measures, metering, or licensing controls,

    or place unreasonable load on a Hosted Service;

  4. infringe intellectual property, privacy, or other rights;

  5. act unlawfully or in a High-Risk Activity;

  6. make automated decisions about individuals (employment, credit, insurance,

    housing, education, or access to services); or

  7. identify or re-identify an individual from research data, except under an

    approved protocol with consent.

11.4 Reporting. Report harmful Output or compromised credentials to support@simplicyte.com and security vulnerabilities to security@simplicyte.com.

12. Restrictions

12.1 Except as this Agreement expressly permits, You will not, and will not let anyone else:

  • reverse engineer or decompile the Software, except where law forbids this restriction;

  • redistribute, host, or provide the Software to third parties (Section 2.4);

  • copy, modify, or make derivative works of the Software;

  • remove proprietary notices;

  • extract Models other than an Imported Model or a Third-Party Model as its license allows (never a First-Party Model, and see Section 8.3);

  • publish commercial competitive benchmarking without our written approval (scientific comparisons in papers, preprints, posters, and talks are permitted);

  • attempt unauthorized access to our systems; or

  • use the Software in an Embargoed Country or as a sanctioned person.

12.2 Service use. This license does not cover using the Software, Hosted Services, or First-Party Models to perform analysis or workflow development for third parties (for example as a CRO, paid analysis service, or a core facility serving clients outside its own institution), whether or not You charge. Supporting investigators within Your own institution is permitted. Third-party service use needs a separate written license; contact support@simplicyte.com.

12.3 Documentation. Use inconsistent with the Documentation is at Your own risk. We may revise the Documentation; a revision does not change this Agreement.

13. Open source and third-party components

The Software includes open source and other third-party components, listed with their licenses in the third-party notices file shipped with it. Where a component’s license requires, that license governs the component, and we will provide source code on request. Third-party components are provided “AS IS” by their authors. Nothing here limits Your rights under an open source license.

14. Beta features

Features identified as beta or preview are experimental, may change or be removed, and are provided AS IS without support.

15. Support

We will use reasonable efforts to respond to support@simplicyte.com. There is no response time, resolution, or uptime commitment, and no support for Imported Models, Your hardware, or unsupported versions.

16. Term and termination

16.1 Term. This Agreement runs from acceptance until terminated.

16.2 By You. You may stop using the Software, uninstall it, and close Your account at any time. Cancel any paid Plan first (Section 10.3).

16.3 By us. We may suspend or terminate Your account, an Installation, or this license:

  • (a) immediately for material breach (including Sections 4, 5, 11, or 12), non-payment, legal or export-control requirements, or security risk; or

  • (b) for any other reason, including discontinuing the free license, with notice where practical.

16.4 Paid balances on termination. If we terminate under Section 16.3(b), or discontinue a Paid Service, we will refund the unused portion of any prepaid Plan period and any unused purchased Worker-Minutes for the discontinued service. No refund is due on termination under Section 16.3(a) or on Your own termination.

16.5 Effect. On termination the license ends and You must stop using and uninstall the Software. Your Content remains on Your computers, including results produced with a First-Party Model; we will not delete or interfere with it. Back it up first. Sections 3.4, 4–7, 8.3 (protection), 9.3 (no retention), 10.5, 11–13, and 17–22 survive.

16.6 New versions of this Agreement. If we publish a new required version of this Agreement or the Product Privacy Notice, the Software will ask You to accept it before further activation. If You do not, stop using the Software. Silence or continued offline use is not acceptance.

17. Disclaimer of warranties

THE SOFTWARE, DOCUMENTATION, MODELS (INCLUDING FIRST-PARTY MODELS), HOSTED SERVICES, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” To the maximum extent permitted by law, we disclaim all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that anything will be uninterrupted, error-free, or secure, or that any Output, Model, or Workflow Plan is accurate, reproducible, or scientifically valid. Paying for a Plan buys access, not a warranty. You assume all risk for results.

18. Limitation of liability

18.1 Excluded damages. To the maximum extent permitted by law, we are not liable for lost profits, revenue, or data, cost of substitutes, or any indirect, incidental, special, consequential, exemplary, or punitive damages.

18.2 Cap. To the maximum extent permitted by law, our total liability arising out of this Agreement will not exceed the amounts You paid us under this Agreement in the 12 months before the event giving rise to the claim. If You paid nothing, that amount is USD $0.

18.3 Fallback. If, and only to the extent, law does not permit the limitation in Section 18.2, our total liability will not exceed the greater of the amount in Section 18.2 and USD $100.

18.4 Scope. These limits apply to every theory of liability and even if a remedy fails of its essential purpose. They do not limit liability that law does not allow to be limited.

19. Indemnity

19.1 By You. To the extent permitted by law, You (and Your Organization, where bound) will defend, indemnify, and hold harmless SimpliCyte and its personnel against third-party claims and reasonable attorneys’ fees arising from: a breach of this Agreement by You or an Authorized User; Your Content, Input, or Output; Imported Models, or use of a Third-Party Model contrary to its license; or combining the Software with anything we did not provide. You will not settle a claim that binds us without our written consent.

19.2 By us. We have no obligation to defend or indemnify You, except as law requires.

20. Export controls and sanctions

You will comply with U.S. and other applicable export and sanctions laws. You represent that You are not in, or a national or entity of, an Embargoed Country; are not on a U.S. or other prohibited-party list (including OFAC’s SDN List); and are not 50% or more owned by such a party.

21. U.S. Government rights

The Software is “commercial computer software” and the Documentation is “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. Government use is governed solely by this Agreement.

22. General

22.1 Law and courts. Ohio law governs, without regard to conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods and UCITA do not apply. The state and federal courts in Ohio have exclusive jurisdiction, except that we may seek injunctive relief anywhere to protect our intellectual property or the security of the Software.

22.2 Notices. We may give notice by email to Your account address or in the Software. Notices to us go to Downing Applied Systems LLC d/b/a SimpliCyte, 6545 Market Ave. North, Ste 100, Canton, OH 44721, USA, and to support@simplicyte.com.

22.3 Assignment. You may not assign this Agreement without our written consent. We may assign it in a merger, reorganization, or sale of assets.

22.4 Other terms. If a term is unenforceable, the rest remains in effect. Not enforcing a term is not a waiver. The parties are independent contractors. There are no third-party beneficiaries, except that persons protected by Sections 17–19 may rely on them. We are not liable for events beyond our reasonable control. Neither party will violate anti-bribery laws. “Including” means “including without limitation.”

23. Definitions

Terms defined in the text above have the meanings given there. In addition:

  • “Agreement” — this document, in the version identified in the metadata block.

  • “Documentation” — the user guide shipped with the Software and other user documentation we publish for it, excluding marketing materials.

  • “Embargoed Country” — a country or region subject to comprehensive U.S. embargo or sanctions.

  • “High-Risk Activity” — use where failure could lead to death, bodily injury, or environmental damage.

  • “Input” — anything You submit to an AI feature or Hosted Service.

  • “Software” — the SimpliCyte desktop application, including Updates, excluding Imported Models and Third-Party Models.

  • “Updates” — updates and maintenance releases we make available.

SimpliCyte, SimpliScientist, and SimpliBurst are trademarks of Downing Applied Systems LLC. Questions: support@simplicyte.com. Privacy: privacy@simplicyte.com.