Terms of Service

These Terms of Service ("Terms") are between the person or organization using NeuroQP ("Customer", "you") and Common Frame Labs GmbH, doing business as NeuroQP ("NeuroQP", "we", "us"). If you use NeuroQP for a university, research institution, company, or other organization, you confirm that you have authority to accept these Terms for that organization.

Acceptance

By creating an account, accepting an order, or accessing or using NeuroQP, you agree to these Terms. If you do not agree, or do not have authority to accept them for your organization, do not use the service.

Service and research purpose

NeuroQP provides software tools for scientific image processing, cell detection and classification, atlas registration, quantitative analysis, statistics, visualization, and export.

NeuroQP is a research tool. It is not designed for clinical diagnosis, treatment, patient care, or other medical decisions.

Results depend on the images, labels, settings, algorithms, models, and other inputs used. You are responsible for reviewing results and deciding whether they are suitable for your research.

NeuroQP may include beta features. Beta functionality may change, be interrupted, or be removed without notice. We may also add, change, or remove other service features and supported workflows as the service develops.

Eligibility and accounts

You must provide accurate account information and keep your credentials secure. You are responsible for activity under your account. You must be legally able to enter into these Terms.

An organization is responsible for its authorized users, invitations, administrators, and their use of NeuroQP. You must promptly notify us if you believe an account has been compromised or access is no longer authorized.

Acceptable use

You agree not to:

• Use the service unlawfully or in violation of third-party rights.
• Interfere with service security, integrity, or availability.
• Reverse engineer or attempt to extract source code except where legally permitted.
• Access another customer's account, projects, or data without authorization.
• Bypass usage limits, probe the service for vulnerabilities without permission, introduce malicious code, or place an unreasonable load on the service.
• Upload patient data or identifiable human health information.
• Resell, rent, or provide access to NeuroQP as a standalone service without our written permission.

Customer content and results

"Customer Content" means images, data, labels, files, and other material you upload or submit to NeuroQP. "Results" means outputs generated from Customer Content through the service, including processed images, measurements, annotations, classifications, registrations, statistics, figures, tables, exported files, and customer-specific trained models.

You retain all rights in Customer Content. As between you and NeuroQP, you own your Results. This does not transfer ownership of the NeuroQP service, its algorithms, pretrained platform models, documentation, or third-party materials to you.

You give NeuroQP a non-exclusive right to host, copy, process, and transmit Customer Content only as needed to provide, secure, maintain, and support the service or comply with law. You confirm that you have the rights and permissions needed to submit and process Customer Content.

NeuroQP will not use private Customer Content or Results to train general models unless you expressly opt in.

Publication rights

You retain a perpetual, irrevocable right to publish scientific results generated using NeuroQP.

This includes the right to use, reproduce, analyze, share, disclose, submit, and publish your Results without further permission, payment, or attribution to NeuroQP.

No future change of ownership, licensing terms, or product policy will restrict your ability to publish results derived from analyses previously performed using the service.

These rights survive cancellation, non-payment, suspension, termination, transfer of the NeuroQP business, and any later update to these Terms. NeuroQP will not claim authorship, inventorship, or ownership of your scientific findings.

Publication rights do not require NeuroQP to store or host Results indefinitely. You are responsible for exporting and retaining the files needed for your research and publications.

Intellectual property

NeuroQP and related software, branding, and content are owned by us or our licensors and are protected by applicable IP laws. Subject to these Terms and any applicable order, we give you a limited, non-exclusive, non-transferable right to access and use the service for your internal research.

Nothing in this section limits your ownership or publication rights in Customer Content and Results.

Feedback

If you submit feedback, we may use it without restriction or compensation to improve the service. Feedback does not include Customer Content or Results.

Fees and subscriptions

Prices, billing periods, usage limits, renewal terms, and payment dates are shown at checkout or in a written order. You agree to pay applicable fees and taxes. If an order provides for automatic renewal, it renews until cancelled as described in that order or the service.

Payments are non-refundable except where the order, these Terms, or applicable law says otherwise. We may change prices for future billing periods with advance notice, but we will not change the price of a prepaid period retroactively. We may suspend paid access while undisputed fees remain overdue.

Availability and keeping copies

NeuroQP may be unavailable because of maintenance, faults, third-party services, or events outside our control. We do not promise uninterrupted availability or a service level unless a written order says otherwise.

You are responsible for exporting and keeping independent copies of Customer Content and Results that matter to your research. NeuroQP does not promise permanent storage or recovery of deleted or lost data. We may delete data after you delete a project or account, after the service ends, or under retention periods published for the relevant feature.

Third-party services and materials

NeuroQP may rely on third-party hosting, processing, authentication, software, algorithms, and scientific atlas materials. We do not control the availability of independent third-party services. Third-party materials may be subject to their own license terms. This section does not reduce the publication rights that NeuroQP grants under these Terms.

Disclaimer of warranties

NeuroQP is provided "as is" and "as available" to the maximum extent permitted by law. We make no warranty that the service or Results will be accurate, complete, reproducible, error-free, available without interruption, suitable for a particular experiment, accepted for publication, or sufficient for your scientific conclusions.

You remain responsible for scientific quality control, reviewing Results, selecting suitable methods and settings, and deciding how to interpret or rely on the Results.

Limitation of liability

To the maximum extent permitted by law, NeuroQP will not be liable for indirect, incidental, special, consequential, or punitive damages, or loss of data, profits, or revenues. This includes research delays, lost research time, failed experiments, rejected publications, lost grants, and loss of reputation or opportunity.

NeuroQP's aggregate liability arising from the service or these Terms will not exceed the subscription fees paid or payable for one month of the service in effect when the event giving rise to the claim occurred. If the service is billed annually, one month means one-twelfth of the annual subscription fee. NeuroQP has no monetary liability for free or beta use.

These limits apply regardless of the legal theory and even if a party knew a loss was possible. They do not limit liability that cannot legally be limited.

Indemnity

You will defend and indemnify NeuroQP against third-party claims, damages, and reasonable costs arising from Customer Content, your violation of these Terms, your infringement of another person's rights, or your unlawful or unauthorized use of the service. We will promptly notify you of a claim and provide reasonable cooperation. You may not settle a claim in a way that admits liability or imposes obligations on NeuroQP without our written consent.

Suspension and termination

We may suspend access immediately if needed to protect the service, other customers, or third parties, respond to a legal requirement, address a security risk, or stop prohibited use. We may terminate access for a material breach of these Terms or an applicable order.

You may stop using the service or cancel a subscription as described in the service or order. We may end a free or beta service at any time. If we terminate a prepaid paid service without cause, we will refund prepaid fees for the unused period.

When access ends, your right to use the service ends and we may delete stored data under the applicable retention period. Your ownership of Customer Content and Results, publication rights, payment obligations, intellectual-property restrictions, warranty disclaimer, liability limits, indemnity obligations, and provisions that by their nature should survive will continue.

Governing law and disputes

These Terms are governed by Swiss law, excluding conflict-of-law rules, unless mandatory local law provides otherwise.

The courts of Bern, Switzerland have exclusive jurisdiction, except where mandatory law requires otherwise.

Changes to terms

We may update these Terms as the service changes. Updated Terms apply from the effective date shown on this page. We will provide reasonable notice of material changes through the service or by email. Continued use after the effective date means you accept the updated Terms.

No update will retroactively restrict your ownership or publication rights in Results created before that update.

General terms

These Terms and any applicable written order are the complete agreement about the service. If they conflict, the written order controls for that order. A failure to enforce a provision is not a waiver. If a provision is unenforceable, the remaining provisions continue.

Neither party is liable for delay or failure caused by events outside its reasonable control. You may not assign these Terms without our written consent. NeuroQP may assign them as part of a reorganization, financing, merger, acquisition, or sale of its business. Any successor remains bound by the publication rights for Results created before the assignment.

The parties are independent contractors. These Terms do not create a partnership, agency, employment relationship, or rights for third parties.

Contact

Questions about these Terms can be sent to info@neuroqp.com.

• Common Frame Labs GmbH
• UID CHE-275.757.306
• Salvisbergstrasse 5
• 3006 Bern
• Switzerland