Terms Of Service

This website (the “Website”) is operated by SnapCyte Solutions Inc. (“we”, “us” and “our”), a corporation incorporated under the laws of the province of British Columbia, Canada. We offer the Website, including all information, products and services available from this site, inclusive of the SnapCyte™ cell analysis application, including of additions or modifications to such application (collectively, the “Application”), to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting the Website and accessing all information contained therein you agree to be bound by the following terms and conditions (“Terms of Service”) including those additional terms and conditions and policies referenced herein and/or available by hyperlink, including, without limiting the foregoing, our Privacy Policy. These Terms of Service apply to all users of our Application, including, without limitation, users who are browsers of the Website or users of the Application.

Please read these Terms of Service carefully before accessing or using the Website, using the Application, or accessing any other services. By accessing or using any part of the Website or using part of our services you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of these Terms of Service, then you must immediately cease your access to, or use of, any Service.

Any new features or updates to the Website, the Application, or any other Service that we may add to the current version of the Website from time to time shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to the Website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of such changes.

General Terms

0.1. By agreeing to these Terms of Service, you represent that you are at least the age of majority in your State, Province or Country of residence.

0.2. We reserve the right to refuse to provide access to the Application, or any part thereof, to anyone for any reason at any time.

0.3. We shall not be liable to you or to any third-party for any modification, suspension or discontinuance of the Application or the Website, or any part thereof.

0.4. You acknowledge and agree that all information provided through the Website or the Application is strictly for informational purposes only and we expressly disclaim any representation or warranty regarding its accuracy, reliability, currency, or fitness for any purpose.

Use of the Application

1.1. By using the Application, you agree to these Terms of Service. If you do not agree to these terms, you may not use the Application.

1.2. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Application for your personal or internal business purposes. You may not use our application for any commercial purpose without our prior written consent.

1.3. You agree that we may terminate your use of the Application at any time at our sole reasonable discretion without notice or compensation.

1.4. You agree that you shall not, while using the Application, under any circumstances, provide us with any false or misleading information, or any information that violates any third-party intellectual property or privacy right, including the transmission of any protected medical, personal or other sensitive information without prior applicable third-party consent. You agree that it shall be your sole responsibility to ensure that all appropriate data or information is made available to us through the Application and that we accept no responsibility for any damages resulting from any errors or omissions in the information provided by you.

1.5. You acknowledge that the Application and all information provided through its use is generated for informational purposes only, and does not constitute any type of scientific, medical or professional analysis or advice. You further acknowledge that your use of the Application, and any associated product, is solely at your own risk, and we are not making any warranty of any kind regarding the information, data or results provided to you whether express or implied, including, but not limited to, any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

1.6. You acknowledge and agree that the Application should be used in accordance with our proprietary microscope adapter (the “Adapter”), and that use of the Application with any other device or technique may materially reduce the effectiveness of the Application. You agree to use the Adapter at all times in strict compliance with our directions, guides and rules, as may be amended from time to time.

1.7. When you create an account to use the Application. you represent and warrant that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account. You are responsible for maintaining the confidentiality and security of your account and password. You agree that only the account holder, and its authorized users, will be permitted to use the account, and acknowledge that all activities or actions that occur under your account are your sole responsibility and you must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

1.8. We make no guarantee of any period of retention of any information stored under the Application or your account and reserve the right to delete such information at any time. You acknowledge and agree that it shall be your sole responsibility to maintain an adequate backup of such information.

Payment

2.1. You shall pay all service fees as set out under your applicable service subscription (the “Service Fee“) in consideration for the access to such services. Unless otherwise expressed in writing, the Service Fee shall be payable on an annual basis, in advance, and is due on the day of the commencement of such Service. The Service Fee is exclusive of all sales tax, or other taxes, which are required under any applicable law or regulation. You agree that the Service Fee is fully earned by us upon receipt in consideration of access to the Service and is non-refundable.

2.2. You shall be responsible for providing us with, and maintaining, valid and current payment information. In the event that any Service Fee cannot be processed within five (5) business days of us providing you with notice that payment is overdue, in addition to all other available remedies, we may suspend or terminate your access to any of our services and you expressly release us from any loss of income or other damage that may result from such suspension of access.

2.3. You acknowledge and agree that payments made by credit card, debit card or certain other payment instruments may be processed by a third-party service provider, and you hereby authorize such provider to bill the credit card or other payment instrument under the terms of this Agreement

Products

3.1. You acknowledge that from time to time, certain products offered through the Website may become temporarily unavailable, or be discontinued, and that all products may have limited quantities. The presence of a product on the Website is in no way meant to constitute an absolute guarantee of its availability for a specific region or person, and we reserve the right to limit the quantities of any products that we offer.

3.2. Product descriptions are provided for informational purposes only and are not meant to make any representations regarding the Products performance or quality, and we do not make any guarantee that any product shall exactly match such images or descriptions.

3.3. All descriptions and pricing of our products are subject to change at any time at our sole discretion, without notice.

3.4. You further agree that all products purchased by you shall be shipped in accordance with our Shipping Policy, as amended from time to time.

3.5. You acknowledge and agree that you shall be responsible for the cost of any shipping required with respect to any return of any of our products. We reserve the right to refuse any return request on the basis of damage or use to the product, or for any other commercially justified reason, as determined at our sole reasonable discretion.

3.6. Any offer for any Product is void where such sale is prohibited by law.

4.1. We are not responsible if information made available on the Website or through any communication or correspondence from us (“Correspondence”) is not accurate, complete or current. The Website may contain certain historical information. Historical information may not be current and is provided for your reference only. All material and information on the Website are provided for general informational purposes only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on such information on the Website is at your own risk.

4.2. We reserve the right to modify the contents of the Website, or any part thereof at any time, but we have no obligation to update any information on the Website. You agree that it is your responsibility to monitor changes to the Website.

Accuracy, completeness and timeliness of information

Third-party links

5.1. You acknowledge that certain content made available via our Website or through our Correspondence to you may include materials from third-parties, and that third-party links may direct you to third-party websites that are not affiliated with, nor endorsed by, us. You further acknowledge that we may derive a profit from such third-party links.

5.2. You acknowledge and agree that we are not responsible for examining or evaluating the content or accuracy of such third-party content and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services provided or made available by such third-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

5.3. Please review carefully any such third-party’s policies and practices and make sure you completely understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the applicable third-party.

Feedback and Submissions

6.1. In the event that, either, at our request or by your own volition, you provide us with specific submissions, feedback, ideas, creative assets, service reviews, suggestions, proposals, plans, or other materials, whether online, by email, by social media, by postal mail, or otherwise (collectively, “Submissions”), you agree that we shall be the sole exclusive owner of such Submission, and that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any Submissions that you send to us. You further agree to waive all moral rights associated with such Submission.

6.2. You agree that we are and shall be under no obligation to maintain any Submissions in confidence, pay compensation or royalty for any Submissions, or to respond to or post any Submission.

6.3. You agree not to submit any Submission that violates any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right, nor which contains any libellous or otherwise unlawful, abusive or obscene material, or any computer virus or other malware that could in any way affect the operation of the Website or any Service.

6.4. We may, but have no obligation to, monitor, edit or remove Submissions that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable to our community standards or violates any party’s intellectual property or these Terms of Service.

6.5. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any Submissions you make and their accuracy. We take no responsibility and assume no liability for any Submissions posted by you or any third-party.

6.6. You understand that your Submissions may be transferred unencrypted and involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Personal Information

7.1. Your submission of personal information through the Website, or the use of any of our services, is governed by our Privacy Policy, the terms of which are incorporated into these Terms of Service by reference

Prohibited Uses

8.1. In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Application, the Website or any of its content: (i) for any unlawful purpose; (ii) to solicit others to perform or participate in any unlawful acts; (iii) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (iv) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (v) to submit false or misleading information; (vi) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of our services; (vii) to collect or track the personal information of others; (viii) to spam, phish, pharm, pretext, spider, crawl, or scrape; (ix) for any obscene or immoral purpose; (x) transmit any worms or viruses or any code of a destructive nature; or (xi) to interfere with or circumvent the security features of the Website or any related website. We reserve the right to terminate your use of the Website, or any related website immediately without notice for engaging in any of the prohibited uses set out above.

8.2. You further agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Application, the Website, the Adapter, or any content provided through our services, without express written permission by us.

Disclaimer of Warranties and Limitation of Liability

9.1. We do not guarantee, represent or warrant that:

(a) your use of the Website or the Application will be uninterrupted, timely, secure or error-free; or

(b) any specific result or benefit will result from your use of our services or products;

(d) the information on which the Website or the Application is based upon will be up to date or current.

9.2. You acknowledge and agree that from time to time we may remove or discontinue the operation of the Website or the Application for indefinite periods of time, without notice. You agree that we shall not be liable for any resulting damages occasioned by such suspension of service. You expressly agree that your use of, or inability to use our services is at your sole risk.

9.3. You further acknowledge and agree that the Website is in no way meant to convey personalized information or a personalized recommendation of any kind.

9.4. In no case shall we, our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors (the “Releasees”) be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, bodily harm or injury, death, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the Website, the Adapter, or the Application, use of any other service or product, or for any other claim related in any way to such use including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of such usage of, or reliance on any information provided by the Website or the Application or any content (or service) posted, transmitted, or otherwise made available via the Website, the Application, or any Correspondence.

9.5. As some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, you agree that in such jurisdictions, to the maximum extent permitted by law, to limit the liability of the Releasees for any and all claims, losses, costs, damages of any nature whatsoever shall not exceed the fees payable by you to us hereunder.

9.6. You further agree that it is your sole responsibility to take out and maintain adequate commercial liability insurance prior to using the Application with respect to any damages, liability or loss that may result from such usage.

Indemnification

10.1. You agree to indemnify, defend and hold harmless SnapCyte Solutions Inc. and our parent corporations, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any damage, loss, costs, expenses, claim or demand, including reasonable attorneys’ fees, due to or arising out of your use of our services, any of our products, or breach of these Terms of Service or the policies they incorporate by reference, or your violation of any law or the rights of any third-party.

Beta Services

11.1. From time to time, we may, at our sole discretion and in whatever capacity we deem appropriate, make beta versions of any part of the Application available to you. You acknowledge and agree that your use of any such beta services is at your sole discretion and that all beta services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms that will be presented to you prior to such use.

11.2. You acknowledge and agree that all of your obligations, and all other restrictions and reservation of rights as set out under this Agreement shall apply equally to your use of such beta services prior to their formal adoption into the Application.

11.3. You hereby release SnapCyte Solutions Inc. from any harm or damage arising out of or in connection with any usage of a beta service.

Termination

12.1. If in our sole judgement you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all liabilities due up to and including the date of termination; and/or accordingly may deny you access to the Website, the Application or any other services, or any part thereof.

12.2. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

Waiver

13.1. The failure on our part to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. No amendment of these Terms of Service, or waiver of your obligations herein, shall be effective unless expressed in writing, and any waiver shall only apply to such specific facts.

Severability

14.1. In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

Survival

15.1. The terms of sections 6 (Feedback and Submissions), 10 (Disclaimer of Warranties and Limitation of Liability), and 11 (Indemnification) shall survive the termination of these Terms of Service, for any reason.

Entire Agreement

16.1. You acknowledge and agree that Terms of Service, inclusive of our Privacy Policy and any other policies or operating rules posted by us on the Website supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

16.2. The parties further agree that any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

Governing law

17.1. These Terms of Service and any separate agreements whereby we provide you services shall be governed by and construed in accordance with the laws of British Columbia, Canada.

Changes to Terms of Service

18.1. You can review the most current version of the Terms of Service at any time at this page.

18.2. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to the Website, or by notifying you via email.

18.3. It is your responsibility to review the Website periodically for changes prior to use of the Website or any Service, inclusive of the Application.

18.4. Your continued use of or access to the Website, the Application, the Adapter or any our services following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Terms of Service

General Terms

Use of the Application

Payment

Products

Accuracy, completeness and timeliness of information

Third-party links

Feedback and Submissions

Personal Information

Prohibited Uses

Disclaimer of Warranties and Limitation of Liability

Indemnification

Beta Services

Termination

Waiver

Severability

Survival

Entire Agreement

Governing law

Changes to Terms of Service

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