Terms of Service

1. Agreement to These Terms

These Terms of Service ("Terms") are a binding agreement between you ("you", "Customer") and Myelometrix LLC ("MyeloMetrix", "we", "us") and govern your access to and use of the MyeloMetrix desktop application, website, APIs, and related services (collectively, the "Service").

By installing the desktop application, generating a License Key, or otherwise using the Service, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use the Service.

2. What MyeloMetrix Is

MyeloMetrix is a quantitative morphometry tool for cervical and lumbar spinal cord MRI. It accepts NIfTI or DICOM imaging input, runs an automated processing pipeline, and returns measurements (such as cross-sectional area, AP diameter, and comparisons against a healthy-control normative database). MyeloMetrix is intended to support research and clinical decision-making by qualified professionals. It is not a substitute for clinical judgment and is not, in itself, a medical diagnosis.

3. Account and License Key

To use MyeloMetrix you create an account through our authentication provider and generate one or more License Keys from your account portal. Your License Key authenticates your access to the Service and confirms that you hold a valid license to use it. The key takes the form of a long, randomly-generated secret.

Treat your License Key like a password. Do not share it, publish it, embed it in publicly-readable code, or transmit it over insecure channels. Anyone in possession of a valid License Key can submit analyses that are counted against the associated account and may incur charges under the associated subscription. You are responsible for all activity performed under your License Keys.

If you believe a License Key has been disclosed, lost, or used without your authorization, revoke it from the account portal immediately and generate a new one. We may, but are not obligated to, revoke a key on your behalf upon written request.

You must keep the contact information on your account current, maintain the confidentiality of your sign-in credentials, and promptly notify us at [legal contact email] of any suspected unauthorized access.

4. Intended Use and Limitations

The Service is intended for use by qualified researchers and licensed clinicians. Outputs are quantitative measurements derived from imaging input and are intended as one input into a broader clinical or research evaluation. The Service is not a substitute for direct examination of imaging by a qualified radiologist or for the independent professional judgment of a treating physician.

The Service has not been cleared or approved by the U.S. Food and Drug Administration or by any other regulatory authority as a medical device, unless we have specifically stated otherwise in writing. Outputs must not be used as the sole basis for a diagnosis, treatment decision, or other clinical action. Any use of the Service in patient care is undertaken at the sole discretion and responsibility of the qualified clinician.

You are solely responsible for confirming that your use of the Service complies with all laws, regulations, and institutional policies that apply to you, including those governing the handling of protected health information and the practice of medicine in your jurisdiction.

5. Restrictions

You will not, and will not permit any third party to:

• share, sell, sublicense, or otherwise transfer a License Key, account, or access to the Service to any party not covered by your subscription;
• reverse engineer, decompile, or disassemble the desktop application or the Service, except to the extent expressly permitted by applicable law;
• use the Service to develop, train, or evaluate a competing product;
• use the Service to process imaging or other data you do not have a lawful right to process;
• interfere with, probe, or attempt to bypass authentication, rate-limiting, or other security controls;
• use the Service to transmit malware or content that infringes a third party's rights; or
• misrepresent your affiliation, qualifications, or the intended use of the analyses you submit.

6. Data, Privacy, and Patient Information

Our handling of your data is governed by the Privacy Policy (the "Privacy Policy"), which is incorporated into these Terms by reference.

You are responsible for any imaging or other information you submit to the Service. If the data you submit contains identifying information about a patient or other individual, you represent that you have all rights, consents, and authorizations required to submit that data and to permit us to process it on your behalf in order to provide the Service.

MyeloMetrix is designed to process imaging input transiently and to return measurements rather than to store source imaging long-term. The specific data retention behaviour, including any longitudinal-tracking features you elect to use, is described in the Privacy Policy.

7. Subscription and Payment

Access to the Service is provided under the subscription plan you select at sign-up. Fees, included usage, renewal cadence, and cancellation behaviour are described on the plan page in effect at the time of purchase, and those plan terms are incorporated into these Terms.

Unless we state otherwise, fees are charged in advance, are non-refundable except as required by law, and subscriptions renew automatically until cancelled. We may change pricing or the included usage on your next renewal by providing reasonable advance notice.

You are responsible for any taxes that apply to your purchase, other than taxes based on our net income.

8. Intellectual Property

We and our licensors retain all right, title, and interest in and to the Service, including the desktop application, the website, the analysis pipeline, the normative database, and all related intellectual property. These Terms do not transfer ownership of the Service or any portion of it.

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service during your active subscription, solely for your internal research or clinical purposes.

You retain all rights to the imaging and other data you submit. You grant us a limited, non-exclusive license to process that data solely to operate, secure, and improve the Service, subject to the Privacy Policy.

9. Suspension and Termination

You may cancel your subscription at any time from your account portal. Cancellation takes effect at the end of the then-current billing period unless we state otherwise.

We may suspend or terminate access if we reasonably believe you are in material breach of these Terms, are using the Service in a manner that creates risk to the Service or to other customers, or are required to do so by law. Where practical we will give you notice and a reasonable opportunity to cure.

Provisions that by their nature should survive termination (including those concerning intellectual property, disclaimers, limitation of liability, and governing law) will survive.

10. Disclaimers

The Service is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, we disclaim all warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. We do not warrant that any particular measurement produced by the Service is clinically correct for any individual patient, that the Service will be available at any particular time, or that defects will be corrected.

No statement we or our representatives make creates a warranty that is not expressly set forth in these Terms.

11. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost data, or business interruption, arising out of or related to these Terms or the Service, even if advised of the possibility of those damages.

Our total cumulative liability arising out of or related to these Terms or the Service will not exceed the amount you paid us for the Service in the twelve (12) months preceding the event giving rise to the claim.

The limitations in this section do not apply to a party's obligations to pay fees, to a party's indemnification obligations, or to liability that cannot be limited under applicable law.

12. Indemnification

You will defend, indemnify, and hold harmless MyeloMetrix and our affiliates, officers, employees, and agents from and against any third-party claim, loss, damage, or expense (including reasonable attorneys' fees) arising out of: (a) data you submit to the Service, including any claim that you lacked authority to submit that data; (b) your use of outputs from the Service in patient care or research; or (c) your breach of these Terms.

13. Governing Law and Disputes

These Terms are governed by the laws of [State / Country], without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the courts located in [County, State / Country] for any dispute that is not subject to mandatory arbitration or that may be brought in court under applicable law.

Nothing in this section limits either party's right to seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14. Changes to These Terms

We may update these Terms from time to time. If we make a material change we will update the "Last updated" date at the top of this page and, where appropriate, give you additional notice (for example, by email or in-product notice). Your continued use of the Service after the effective date of the updated Terms constitutes acceptance of the changes. If you do not agree to the changes, you must stop using the Service.

15. Contact

Questions about these Terms, including notices of suspected unauthorized License Key use, should be directed to [legal contact email].