Terms of Service

Terms

1. Agreement to Terms

These Terms of Service (the "Terms") govern your access to and use of Conspecta LLC's websites, applications, and related services (collectively, the "Service"). "Conspecta," "we," "our," and "us" mean Conspecta LLC. By accessing or using the Service, you agree to be bound by these Terms. You also consent to receive communications from us electronically (for example, by email or through the Service), and you agree that such communications satisfy any legal requirement that a notice be in writing.

2. Eligibility & Accounts

Use of the Service is limited to individuals who are at least 18 years of age (or the age of majority in their jurisdiction, if higher) and who are legally able to enter into binding agreements. If you are using the Service on behalf of an organization (such as a university, company, or research institution), you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and that organization. You are responsible for safeguarding your account credentials and for all activity under your account.

Accounts are individual and may only be used by the person who registered the account, unless we expressly allow shared or multi-seat access for a specific plan. You must not share your login credentials, allow others to access the Service using your account, or use a single account for multiple users (for example, a shared "team" or "group" login), unless permitted by the applicable plan description or a written agreement with us. If your organization needs access for multiple users, you must purchase the appropriate number of seats or a team/enterprise plan where available.

We may limit concurrent sessions or use other reasonable measures to detect and prevent excessive account sharing or other misuse. You are responsible for all activity that occurs under your account.

3. License & Ownership

Subject to these Terms, Conspecta grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal research and educational purposes. You may not sublicense, rent, lease, lend, sell, distribute, modify, adapt, translate, or create derivative works based on the Service. This license terminates automatically if you breach these Terms. Conspecta and its licensors retain all rights, title, and interest in and to the Service, and all rights not expressly granted are reserved.

4. Acceptable Use

You will not: (a) reverse engineer, decompile, disassemble, or attempt to access source code or underlying algorithms; (b) circumvent or attempt to circumvent security measures, usage limits, or access controls; (c) use the Service to violate any law, regulation, intellectual property right, privacy right, or other rights of others; (d) upload, transmit, or distribute malware, viruses, or other harmful code; (e) interfere with or disrupt the integrity, performance, or security of the Service or related systems; (f) access the Service through automated means (including bots, scrapers, or crawlers) except as expressly permitted; (g) resell, sublicense, rent, lease, or provide the Service to third parties except as expressly permitted; or (h) use the Service, or any portion of it, to copy, reproduce, or extract proprietary algorithms, training data, or model weights for the purpose of creating a directly competing product or service.

Because the Service is delivered in part as a client-side web application, certain code, models, and other digital assets (including JavaScript, WebAssembly, styles, and user interface components) are downloaded to your device solely to enable your permitted use of the Service. All such code and assets remain the exclusive property of Conspecta and its licensors and are licensed, not sold, to you. You may not copy, modify, adapt, publish, distribute, run, or reuse any such code or assets outside of the Service, or use them to create a competing product or service.

Without limiting the foregoing, you must not use any tools or techniques (including browser developer tools, network inspectors, debuggers, packet analyzers, or automation scripts) to: (1) access or extract source code, models, or other proprietary logic beyond what is necessary to use the Service as intended; (2) bypass or remove technical protections, license checks, usage limits, feature gates, or security measures; or (3) retain, store, or run any part of the Service's code or models after your subscription, free tier, or trial ends.

If we provide API access, your use of the API is subject to any additional API terms we publish, including rate limits, usage restrictions, and authentication requirements. API access may be modified, suspended, or discontinued at any time.

5. Beta and Experimental Features

From time to time, we may make certain features or functionality available as beta, preview, or experimental features. These features are provided for evaluation and testing purposes only, may change or be discontinued at any time, and may have reduced or different security, support, or reliability commitments. Any service level or uptime commitments that apply to the Service do not apply to beta or experimental features unless we expressly state otherwise in writing.

6. Usage Limits & Resource Management

The Service may include usage limits, quotas, rate limits, or other restrictions on features, including but not limited to the number of models you may train, processing time, storage capacity, API calls, concurrent sessions, or compute resources consumed within a given period. These limits may vary by subscription plan, account type, feature, or over time.

Limits Displayed in Service. Your current applicable limits are displayed within the Service (for example, in your account dashboard, usage indicators, or at the point of use). These in-app limits, as displayed at the time of use, constitute the applicable terms and are incorporated into these Terms by reference. You are responsible for reviewing your current limits before initiating any action that may be subject to them.

Changes to Limits. We may adjust usage limits at any time based on system capacity, demand, cost, abuse prevention, or other operational factors, in our sole discretion. We will use reasonable efforts to notify you of material changes to limits applicable to your plan through the Service interface, and your continued use of the Service after any such change constitutes acceptance of the updated limits. For paid subscriptions, reductions to limits that materially diminish the core functionality of your plan will not take effect until your next billing cycle, except where immediate changes are necessary for security, legal compliance, or system integrity.

Resource Management. To maintain service quality and availability for all users, we reserve the right to throttle, queue, deprioritize, or temporarily suspend access to resource-intensive features or requests that exceed applicable limits or consume disproportionate resources. We may implement fair-use policies, burst limits, cooldown periods, or dynamic resource allocation at any time. Such measures do not constitute a breach of these Terms, a reduction in service, or grounds for any refund, credit, or claim, except where prohibited by applicable law.

No Guaranteed Capacity. Unless expressly stated in a separate written agreement, we do not guarantee any minimum level of compute capacity, processing speed, queue priority, or availability of resource-intensive features. Actual performance may vary based on demand, system load, and other factors outside our control.

7. Your Content & Data

You retain ownership of all image files and other content you upload or process through the Service ("Your Content"). You represent and warrant that you have all rights necessary to upload, share, and process Your Content through the Service, and that Your Content does not infringe or misappropriate any third party's intellectual property, privacy, or other rights. Your Content is stored on our cloud infrastructure to enable the Service. Depending on the features you use, processing of Your Content may occur locally within your web browser, on our cloud servers, or a combination of both. For example, certain analysis tasks or AI-powered features may require cloud-based processing to function. We also store certain personal and account information (such as registration details, billing information, IP address, or support communications) as needed to operate the Service. By using the Service, you give Conspecta permission to store and process Your Content and account information as needed to provide the Service. Conspecta does not claim any rights beyond what is necessary for you to use the Service. Processing of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms.

Your Content is protected using industry-standard security measures, including encryption at rest and in transit. We implement access controls that logically isolate your data from other users. Conspecta also implements reasonable technical and organizational safeguards to protect your personal information, consistent with our Privacy Policy. The Service may use cookies, local storage, or similar technologies. Details are provided in our Privacy Policy. In the event of a data breach affecting your personal information, we will notify you as described in our Privacy Policy.

To operate, secure, and protect the Service (including our intellectual property and licensing model), the Service may collect and process usage information such as your device type, browser, IP address, session identifiers, and activity within the Service, as described in our Privacy Policy. We may use this information to monitor for and prevent fraud, unauthorized access, account sharing, automated scraping, code extraction, tampering with technical protections, and other violations of these Terms.

To the extent the Service allows you to train, fine-tune, or configure AI models using Your Content, you retain ownership of Your Content and of any model artifacts, configuration files, or parameter sets that are specifically associated with your account, subject to these Terms. Conspecta retains all rights in and to its proprietary technology, including its image-processing and analysis pipelines (such as how inputs are pre-processed, how models are selected and run, and how results are post-processed), its configurations and integrations, and any models, weights, or fine-tuning that Conspecta itself develops. Certain components of the Service are provided under third-party or open-source licenses and are governed by Section 10. You grant Conspecta a limited license to host, run, and copy such models and outputs solely as necessary to provide the Service to you, to maintain the security and integrity of the Service, and to comply with law. You may use Your Content and outputs outside the Service, but you may not access, use, or extract any part of Conspecta's proprietary technology or code to create a competing product or service, or to otherwise infringe or misuse Conspecta's intellectual property.

The Service provides export tools that allow you to download Your Content in standard formats while your account is active. You are solely responsible for maintaining appropriate backups and copies of Your Content. The Service is not designed or intended to be your sole repository for scientific images, research data, or other content. While we store Your Content to provide the Service, we do not guarantee indefinite retention and are not liable for any loss, corruption, or unavailability of Your Content. If your paid subscription ends, we will retain Your Content for six (6) months before deletion. If your free-tier account remains inactive (no login) for thirty-six (36) months, we may delete Your Content after providing ninety (90) days' notice to your registered email address. To the maximum extent permitted by law, Conspecta is not responsible for any loss, corruption, or unrecoverability of Your Content.

The Service may include collaboration features that allow you to share Your Content with other users, teams, or organizations. When you share Your Content, those recipients may view, copy, or use it according to the permissions you grant. If Your Content is deleted (for example, due to account termination or the retention periods described above), shared access to that content will also end. You are solely responsible for managing sharing permissions and for any consequences of sharing Your Content with others.

8. Plans, Billing & Taxes

Certain features of the Service require a paid subscription. Fees are billed in advance on a recurring basis (monthly or annually, as selected) and will automatically renew at the end of each billing cycle unless you cancel before renewal. You authorize us to charge your designated payment method for all applicable fees and taxes. You are responsible for any taxes, duties, or levies associated with your subscription, other than taxes based on Conspecta's income. If your payment method is declined or your account becomes delinquent, we may suspend or terminate access to paid features until payment is received. All fees are non-refundable, except where required by applicable law. This includes any mandatory consumer protection rights, such as statutory withdrawal or cooling-off periods for certain EU/UK consumer users. We may change our subscription fees with reasonable advance notice, and any changes will apply at the start of your next billing cycle. Nothing in these Terms affects rights you may have under applicable consumer protection laws.

Usage. Certain features of the Service consume usage against the limits included in your plan. Usage is consumed by resource-intensive operations such as server-side analysis, model training, and AI-powered features. The amount of usage consumed per action may vary based on factors such as input size, output length, model complexity, dataset characteristics, and the specific operation performed. Any usage estimates shown on our website, in-app, or in documentation are approximate only; actual usage may differ. Usage allowances are provided per billing period, reset at the start of each new billing period, and do not roll over or carry forward. Unused usage has no cash value and is not refundable, transferable, or exchangeable. We reserve the right to adjust usage limits, the operations that consume usage, and how usage is measured at any time, subject to the notice provisions in Section 6. Routine data exports do not count against your usage limits. However, automated, programmatic, or high-volume access or export of data — including through our API, an MCP server, or scripted or bulk operations — may be subject to rate limits, fair-use limits, and the resource-management measures described in Section 6, as well as any additional API terms we publish. We may meter, throttle, or restrict such access to protect the availability and integrity of the Service.

To enforce plan limits and verify that your subscription is valid, the Service may include technical measures such as online license checks, concurrent session limits, plan-specific feature flags, and integrity checks. You agree that we may automatically enable, disable, or modify access to features based on your subscription status and usage, and that we may suspend or restrict access if we detect or reasonably suspect license abuse, fraud, or other violations of these Terms.

9. Trial, Suspension & Termination

We may offer free trials or free tiers at our sole discretion, and we may modify or discontinue them at any time without liability. Trial and free-tier access is provided solely so that you can evaluate or lightly use the Service; it may not be used to avoid paying subscription fees or to run the Service in production for your team, institution, or organization.

You must not register for multiple accounts, or use different email addresses, identities, or technical workarounds, for the purpose of receiving repeated free trials or otherwise circumventing fees or plan limits. You must not download, cache, instrument, or otherwise retain any part of the Service's premium code, models, or other protected components for use after your trial, free tier, or subscription ends. We may limit eligibility for trials or free tiers to prevent abuse and may use technical and organizational measures to detect and enforce these limits.

You may cancel your account at any time through the Service or by contacting us. Cancellation of a paid subscription takes effect at the end of your current billing period.

We may suspend or terminate your access to the Service immediately if you breach these Terms, create risk or potential legal exposure for us, fail to pay applicable fees, or for any other reason at our discretion. Upon termination, your license to use the Service ends immediately, and you must stop using the Service. If any portion of Your Content or account information is temporarily cached or retained (for example, in logs, backups, or for legal compliance), it will only be kept as long as necessary for technical, security, or legal purposes. For example, billing and payment records may be retained for up to ten (10) years as required by applicable tax and accounting laws. Other categories of data, such as logs or support communications, are kept only as long as needed for technical or security purposes and then deleted or anonymized, in accordance with our Privacy Policy. Prepaid amounts are non-refundable except where required by law. Sections of these Terms that by their nature should survive termination (including ownership, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law) will continue to apply.

10. Intellectual Property; Feedback

The Service and all associated intellectual property rights are and will remain the exclusive property of Conspecta and its licensors. Except for the limited rights expressly granted to you in these Terms, no rights, title, or interest are transferred to you. If you provide feedback, ideas, or suggestions, you grant Conspecta a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and create derivative works from such feedback for any purpose, without restriction or compensation, and you agree not to assert any claim that such use infringes your rights.

Without limiting any other rights or remedies, we may seek all available legal and equitable remedies for violations of our intellectual property or technical protections, including injunctive relief, damages, and, where applicable, claims under the U.S. Digital Millennium Copyright Act, the U.S. Computer Fraud and Abuse Act, and similar laws in other jurisdictions. We may also issue takedown notices, disable or restrict access to the Service (without refund except where required by law), and take other reasonable actions to prevent or address misuse. In any action to enforce Conspecta's rights under Section 4 (Acceptable Use) or this Section 10, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs.

The Service may include or incorporate software, code, or other components that are provided under separate open source or third-party licenses (collectively, "Open Source Components"). We identify these Open Source Components and their applicable license terms within the Service (for example, in a "Credits" or similar notices section) or in other documentation that we provide. To the extent required by those licenses, your use of the Open Source Components is governed by the applicable license terms, and, if there is a direct conflict between those license terms and these Terms for a particular Open Source Component, the license terms will control for that component. Nothing in these Terms is intended to limit your rights under any applicable open source or third-party license, or to grant you any rights in Conspecta's proprietary code or intellectual property beyond what is expressly stated here.

11. Third-Party Services

The Service may link to or enable features provided by third-party services. Your use of any third-party service is governed solely by that provider's terms and policies, and you are solely responsible for complying with them and maintaining any required accounts. Conspecta does not endorse, guarantee, or make any warranties regarding third-party services or integrations, and such services may be modified or discontinued without notice. Conspecta is not liable for any damages or losses arising from your use of or reliance on third-party services.

12. Compliance; Export

You may not use or access the Service in violation of any applicable export, re-export, or sanctions laws and regulations, including those administered by the United States (such as the U.S. Export Administration Regulations and economic sanctions programs) or other relevant jurisdictions. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory that is subject to a comprehensive embargo or similar sanctions regime, and that you are not listed on any U.S. or other applicable government denied-party or restricted list. You are solely responsible for ensuring that your use of the Service, and any transfer of data, software, or technology through the Service, complies with all applicable export and sanctions requirements. Conspecta may suspend or terminate access to the Service where we reasonably believe such use would violate applicable law. For information about how we transfer personal data internationally and the safeguards we use, such as Standard Contractual Clauses or other transfer mechanisms approved under applicable law where required, see our Privacy Policy.

13. Use Limitations and Disclaimers

Research Use Only; No Medical Use. You acknowledge and agree that Conspecta is not a medical device and is not intended for therapeutic, diagnostic, treatment, patient care, clinical decision support, or any regulated medical purpose. Do not use the Service in hospitals, pathology labs, or other clinical settings that require regulatory approval or validation.

No Guarantees of Accuracy; User Validation Required. While the Service provides tools for scientific image analysis, Conspecta does not guarantee the accuracy, completeness, reliability, or suitability of any outputs, calculations, measurements, inferences, or results. You are solely responsible for reviewing, validating, and confirming the correctness of Your Content and any results, and for any decisions made or actions taken based on them. Conspecta is not liable for any decisions, actions, or outcomes resulting from your reliance on the Service or its outputs.

AS-IS / AS-AVAILABLE.The Service is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, error-free operation, or that defects will be corrected.

Limitation of Liability.To the maximum extent permitted by law, Conspecta and its affiliates, officers, employees, agents, and licensors will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenues, data, goodwill, or other intangible losses, arising out of or related to your use of or inability to use the Service. In all cases, Conspecta's aggregate liability for all claims relating to the Service shall not exceed the total amount, if any, that you paid to Conspecta for the Service in the twelve (12) months immediately preceding the claim. If you have not paid any fees, Conspecta's liability shall be zero. Some jurisdictions do not allow certain disclaimers or limitations; in such cases, this section applies only to the fullest extent permitted by applicable law. This section will survive termination of your account or these Terms. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law. The limitations in this section apply only to Conspecta's liability and do not limit your obligations under Section 4 (Acceptable Use), Section 14 (Indemnification), or your liability for infringement or misappropriation of Conspecta's intellectual property. We do not guarantee any specific level of service availability or uptime. Any service level commitments require a separate written agreement.

You are solely responsible for ensuring that your use of the Service, Your Content, and any outputs complies with all applicable laws, regulations, and institutional or organizational policies, including those relating to human subjects research, privacy and data protection, record retention, and export controls. Conspecta does not provide legal, regulatory, medical, or compliance advice, and you should consult your own advisors regarding your obligations.

Availability and performance of certain features, including AI model training and other compute-intensive operations, may be subject to usage limits and resource management as described in Section 6.

No PHI / HIPAA Obligations.Conspecta is not designed to store or process protected health information ("PHI") as defined by the Health Insurance Portability and Accountability Act ("HIPAA") or similar laws, and Conspecta does not agree to act as a "business associate" under HIPAA unless expressly agreed in a separate signed written agreement. You must not upload or process PHI or other regulated medical or patient data in the Service. Conspecta disclaims any responsibility or liability arising from your use of the Service with PHI or other regulated medical data in violation of this section.

14. Indemnification

You agree to indemnify, defend (at the request of Conspecta), and hold harmless Conspecta and its affiliates, officers, agents, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Your Content, (b) your use of the Service, (c) your breach of these Terms, or (d) any unauthorized use of your account. These indemnification obligations will survive the termination of your account and these Terms.

15. Governing Law; Venue

These Terms are governed by and construed under the laws of the State of Delaware, without regard to conflict-of-laws principles. The state and federal courts located in Delaware will have exclusive jurisdiction over any dispute not subject to arbitration, and you waive any objection to venue or forum in those courts, including claims of inconvenient forum. Conspecta may, however, seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or confidential information, without the requirement to post a bond or other security. These provisions will survive the termination of your account or these Terms.

16. Dispute Resolution

Before filing a claim, the parties will attempt to resolve disputes informally for at least thirty (30) days. If unresolved, any dispute, controversy, or claim arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with arbitration to take place in Delaware unless the parties agree otherwise. This requirement applies except where pre-dispute arbitration agreements are not enforceable under applicable consumer protection law (such as for EU/UK consumer users, who may have the right to bring claims in their local courts). In those cases, disputes will instead be heard in the courts specified in Section 15. All claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding, and the arbitrator (or court, if applicable) may not consolidate claims of more than one person. The right to a jury trial is waived to the fullest extent permitted by law. This section survives termination of your account or these Terms.

17. Changes to the Service or Terms

We may modify the Service or these Terms at any time. If we make material changes (meaning significant updates that affect your rights or obligations), we will provide notice by posting the updated Terms with a new "Last updated" date, and we may also notify you by email or through the Service at our discretion. Certain changes, such as subscription pricing changes, will take effect at the start of your next billing cycle. Your continued use of the Service after the changes become effective constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

18. Miscellaneous

If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Conspecta's prior written consent; any attempt to do so without consent is void. Conspecta may assign these Terms in connection with a merger, acquisition, or sale of assets. No waiver of any provision is effective unless in writing and signed by Conspecta. Headings are included for convenience only and do not affect the interpretation of these Terms. Conspecta will not be liable for any failure or delay caused by circumstances beyond its reasonable control, including natural disasters, government actions, labor disputes, internet or power outages, or failures of third-party providers. Such events will not relieve you of your obligation to pay any fees owed. Institutional or enterprise customers may enter into a separate Data Processing Agreement or similar agreement with us; where such an agreement conflicts with these Terms, the separate agreement will control to the extent of the conflict. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Conspecta regarding the Service and supersede any prior agreements. Provisions relating to ownership, disclaimers, limitations of liability, indemnification, dispute resolution, and governing law will survive termination of these Terms.

19. Contact

If you have questions about these Terms, please use the contact form available at conspecta.bio/contact. Notices from Conspecta to you may be delivered to the email address associated with your account or through the Service (for example, via in-app notifications or banners), and are deemed received when sent or posted. You are responsible for keeping your email address current. Legal notices may also be sent to our registered agent at:

611 South DuPont Highway, Suite 102
Dover, Delaware 19901, USA