Terms of Service

1. General

1. These are the terms of service ("Terms of Service") of CryoCloud B.V. (“CryoCloud”) relating to the use of the CryoCloud Web-App and/or the Uploader ("App" or "Apps"), as well as services provided by CryoCloud (“Services”). Please read the Terms of Service carefully before using the App and/or registering through the App as a user of CryoCloud B.V. ("User" or “Client”). The App is operated by CryoCloud B.V.

2. The commercial terms applicable to the Client's subscription, including pricing, tier, term, renewal, and any usage-based charges, are set out in a separate ordering document executed or accepted by the Client (the "Subscription Agreement").

3. CryoCloud's privacy practices and cookie usage are described in its privacy policy available at http://www.cryocloud.io/legal/privacy-policy (the "Privacy Policy") and its cookie policy available at http://www.cryocloud.io/legal/cookie-policy (the "Cookie Policy"), each as updated from time to time.

4. By using this App and/or registering as a User, you indicate that you have read and agree to these Terms of Service.

5. If you do not agree to any or all of these Terms of Service, CryoCloud B.V. requests that you do not use its Apps and/or register as a User.  

2. Using the Apps

1. The services of CryoCloud B.V. through the App consist of providing access to cryo-EM data uploads, storage and data analysis in the cloud.  

2. The User may use the App by requesting a user account with CryoCloud via the user signup form on www.cryocloud.io. User signups are subject to approval by the CryoCloud team and may require additional costs depending on the tier and outlined in the Subscription Agreement.  

3. For the use of the App, the User must provide the necessary equipment, system software and (internet) connection. The costs thereof shall be borne by the User. 

4. CryoCloud reserves the right to control and manage access to the Apps and Services. Access is limited to authorized Users associated with a valid Client account. 

5. The User shall not permit access to the Apps, data, or Services to any third party that does not have a direct contractual relationship with CryoCloud, unless CryoCloud has provided prior written approval. 

6. CryoCloud may suspend or restrict access where unauthorized third-party use is suspected, including to protect system security, data integrity, regulatory compliance, or contractual obligations. 

7. Academic pricing tiers are available exclusively to universities, research institutes, and other non-profit organizations for non-commercial research purposes. The Apps may not be used under academic pricing where the primary beneficiary of the research, analysis, or resulting data is a commercial entity, including work performed on behalf of, funded by, or primarily intended for the benefit of a commercial organization. 

8. CryoCloud reserves the right to verify eligibility for academic pricing and to require migration to the appropriate commercial tier if these conditions are not met. 

9. Misuse of academic pricing tiers constitutes a breach of these Terms of Service. CryoCloud may suspend or terminate access to the Services and may retroactively apply applicable commercial pricing for any period of misuse. 

10. The Client remains fully responsible for all activities conducted under its account, including any approved third-party access. 

3. Third-Party Software and Add-Ons

1. Certain CryoCloud add-ons and workflows (including but not limited to X-ray workflow and Desktop on Demand) may enable access to third-party software, tools, or environments. 

2. The User is solely responsible for obtaining and maintaining all necessary rights, licenses, and permissions required to access and use any third-party software made available through such add-ons. 

3. CryoCloud may request, at any time, reasonable proof that the User holds valid licenses or usage rights for such third-party software. 

4. If the User fails to demonstrate adequate rights or licenses, CryoCloud reserves the right to suspend or block access to the relevant add-on or functionality without liability. 

5. CryoCloud does not grant licenses to third-party software unless explicitly stated and shall not be responsible or liable for any infringement, misuse, or unauthorized use of third-party software by the User. 

4. User Content

1. Users, who have registered through the App, can use their account to create a personal profile, modify personal data and upload content, which in any case includes text, text files, images, electron micrographs, raw movies, tilt series, tomograms, EM density maps or .pdb files. ("Content").  

2. To the extent CryoCloud processes personal data on behalf of the Client, CryoCloud acts as a data processor and the Client acts as the data controller in accordance with applicable data protection laws. 

5. Rules of Conduct for Users

1. Users warrant at all times that they are authorized to use the App and that they will act and behave in all respects as may be expected of responsible and careful (Internet) users. This includes adhering to and acting in accordance with these Terms of Service.  

2. Users themselves are fully responsible and liable for their own use of the App and the accuracy of the (personal) data they provide. Users also warrant that they are fully authorized to provide and make available Content.   

3. Users are not permitted to:  

   1. modify, copy, damage, overload, obstruct, or interfere with the use and functioning of the App; 

   2. use the App for unlawful, deceptive, malicious or discriminatory activities; 

   3. upload unauthorized commercial Content to the App; and 

   4. upload offensive, hateful, threatening, harassing or defamatory Content in the App. 

4. Users acknowledge and warrant that the Content they make available through the App does not infringe any intellectual property rights ("IP Rights") or any other rights of third parties, is not in any way contrary to law, public order and/or morality and/or is otherwise unlawful towards CryoCloud B.V. and/or third parties.  

5. Users agree to use the App only for purposes permitted by the Terms of Service, an agreement with CryoCloud B.V. and/or applicable laws or regulations. 

6. In the event that CryoCloud B.V. has knowledge of a possible violation of these Terms of Service and/or applicable laws or regulations, CryoCloud B.V. reserves the right to remove Content posted by Users and/or terminate a User's access to the Apps at any time, without prior notice and in its sole discretion. 

7. In cases where a User fails to comply with the permitted use of the Apps, including use in violation of that which is further described in these Terms of Service, CryoCloud B.V. reserves the right to recover from the relevant User all damages it incurs as a result. 

6. Services 

1. CryoCloud offers consulting services to assist the Client in optimizing their use of the CryoCloud platform. These services include, but are not limited to, strategic planning, implementation guidance, and cryo-EM project consultation to support the Client with meeting specific research needs. 

2. CryoCloud will provide data analysis support services, involving the processing and interpretation of cryo-EM data. This support includes data quality assessment, image processing, and analytical reporting to ensure the Client can fully leverage their scientific data for research and development purposes. 

3. Upon the Client’s request and subject to additional fees, CryoCloud may develop custom solutions or enhancements to the existing platform to address specific challenges faced by the Client. 

4. CryoCloud will provide training sessions and educational materials to enable effective use of the platform and to foster better understanding of cryo-EM technologies and data analysis techniques. Additional training can be provided upon the Client’s request and subject to additional fees.  

5. CryoCloud will provide ongoing support and maintenance for the services outlined above, which includes timely updates to the SaaS platform, troubleshooting, and technical support to ensure seamless operation and usage by the Client. 

6. CryoCloud warrants that the data analysis services will be performed in a professional manner consistent with industry standards. 

7. CryoCloud shall perform all data analysis services in compliance with applicable laws, regulations, and ethical standards pertaining to data privacy, data protection, and the use of biological or clinical information. 

8. CryoCloud does not guarantee specific outcomes or results from the use of the data analysis services. Recommendations and insights provided are based on interpretations of data, are intended to support, not substitute, the Client's expert judgement and internal decision-making processes. CryoCloud expressly disclaims any warranties, express or implied, regarding the services including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. 

7. Pricing

1. Access to the platform is provided at the rates and conditions outlined in the Subscription Agreement.

2. The User acknowledges and agrees that next to the subscription fee that provides access to the CryoCloud Apps, additional usage-based charges apply which are outlined in the Subscription Agreement.

3. CryoCloud B.V. reserves the right to update its prices and notify the Users with a one (1) month notice prior to the end of their current subscription period. This shall not affect the ongoing subscription period.

8. Payment Terms

1. By subscribing to our services, the Client agrees to pay all fees specified in the Subscription Agreement. Fees are invoiced in advance and are due within thirty (30) days from the invoice date, unless otherwise specified in the Subscription Agreement. Payments must be made in the currency specified in the invoice.

2. Failure to settle payments may result in the suspension or termination of services.

9. Term & Termination

1. The User agrees to the subscription term and its automatic extension and renewal as outlined in the Subscription Agreement.

2. The User can cancel a subscription by the end of the subscription period with a notice of thirty (30) days prior to the end of the subscription period by sending an email to sales@cryocloud.io.

3. CryoCloud may terminate these Terms of Service and the User's subscription, in whole or in part, on written notice if: (i) the User materially breaches these Terms of Service or the Subscription Agreement and, where the breach is capable of cure, fails to cure such breach within thirty (30) days after written notice; (ii) any amount payable by the User remains unpaid more than thirty (30) days after the due date; (iii) the User becomes insolvent, ceases or threatens to cease to do business, makes an assignment for the benefit of creditors, or enters into bankruptcy, suspension of payments, or analogous proceedings; or (iv) CryoCloud reasonably determines that continued provision of the Services to the User would violate applicable law or expose CryoCloud to material legal, regulatory, or security risk. Termination by CryoCloud under this clause is without prejudice to any fees accrued or payable, and to any other remedies available to CryoCloud.

4. In the event that the User chooses to terminate their subscription, we commit to providing reasonable assistance to facilitate the transfer or download of their data. The User will be granted a timeframe of 30 days, following the termination of their subscription, during which they can access and retrieve their data. We recommend Users take timely action to avoid any potential data loss.

5. The User acknowledges and understands that download or transfer of data after the termination of the subscription to the Apps will incur additional charges as outlined in the Subscription Agreement.

10. Data Access & Retention

1. CryoCloud shall not use Client data for purposes other than providing the Services, maintaining system integrity, security, support, or complying with legal obligations.

2. CryoCloud personnel shall access Client data only as necessary to provide the Services, ensure system security and integrity, perform maintenance, comply with legal obligations, or provide support at the Client’s request. Any access for troubleshooting or support purposes will be limited to authorized personnel and subject to confidentiality obligations.

3. The Client may access, export, or delete its data at any time during the subscription term using available platform functionality or by contacting CryoCloud support.

4. Client data is retained only while the account remains active and in good standing, subject to the retention periods specified in these Terms of Service. An account is considered inactive when the subscription or trial period has ended, payment obligations remain unmet, or the account has been terminated or suspended for more than thirty (30) days.

5. Data enters an “expired” state when the account is closed or becomes inactive. Expired account data will be retained for thirty (30) days. After this period, the account and related data will be removed.

6. Clients that wish to voluntarily close their account and want to export the data, can do so by contacting CryoCloud Client support, to receive instructions on how to download their data.

7. Involuntarily suspended Clients who wish to export the data must ensure that their account is brought back to good standing so that the user interface will be available for their use. There is a 30-day grace period during which the account will be inaccessible but can be reopened if the Client meets their payment obligations and resolves any terms of service violations. After the grace period, the account is considered closed, and the data will enter the "expired" state.

8. The Client is solely responsible for exporting and retaining any data prior to the expiration of the retention period. CryoCloud does not guarantee data recovery after deletion.

9. Once data has been deleted in accordance with these Terms, CryoCloud shall have no obligation to store, maintain, or provide such data. CryoCloud shall not be liable for any loss of data, damages, business interruption, loss of research results, or other losses arising from or related to the deletion of data in accordance with these Terms.

11. Confidentiality

1. Privacy. Downloading and use of the App is subject to the Privacy Policy and the Cookie Policy and is performed in compliance with applicable data protection laws, including the GDPR. The Privacy Policy and Cookie Policy are accessible at (http://www.cryocloud.io/legal/privacy-policy and http://www.cryocloud.io/legal/cookie-policy).

2. Definition of Confidential Information. "Confidential Information" means any non-public information disclosed by one party (in such capacity, the "Disclosing Party") to the other party (in such capacity, the "Receiving Party") in connection with these Terms of Service or the Services, whether disclosed orally, in writing, electronically, or by inspection, and whether or not marked or identified as confidential, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the Client's Content, workflows, processing configurations, parameter settings and analytical pipelines, and CryoCloud's non-public technical, business, financial, security, and product information. Confidential Information does not include information falling within the exceptions set out below.

3. Ownership and Control of Confidential Information. The Disclosing Party retains all rights, title, and interest in and to its Confidential Information. The Receiving Party acknowledges that it does not acquire any rights in the Confidential Information except as expressly set forth in these Terms of Service.

4. Use of Confidential Information: The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for the purpose of fulfilling its obligations under these Terms of Service. The Receiving Party shall not use the Disclosing Party's Confidential Information for its own benefit, for the benefit of any third party, or in any manner inconsistent with these Terms of Service.

5. Non-Disclosure Obligations. The Receiving Party agrees to maintain the confidentiality of the Disclosing Party's Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event with less than a reasonable degree of care. The Receiving Party agrees not to disclose any Confidential Information to any third party except as necessary for the performance of its obligations under these Terms of Service, and only then under binding confidentiality obligations at least as protective as those stated here.

6. Exceptions to Confidentiality. Confidential Information does not include information that (i) is or becomes publicly available through no breach of these Terms of Service by the Receiving Party, (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without an obligation of confidentiality, (iii) is lawfully received by the Receiving Party from a third party without restriction on disclosure, or (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

7. Compelled Disclosure. In the event the Receiving Party is required by law or court order to disclose the Disclosing Party's Confidential Information, it shall promptly notify the Disclosing Party, if legally permissible, and reasonably cooperate in any efforts to seek a protective order or other appropriate remedy.

8. Return or Destruction of Confidential Information. Upon termination of these Terms of Service or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party's Confidential Information in its possession, including any copies, extracts, or summaries, and certify such destruction in writing upon request, except where retention is required by law.

12. IP Rights

1. Without the prior written consent of CryoCloud B.V. or the relevant rights holder, it is expressly forbidden to disclose or duplicate (in whole or in part) the Content, the App and its contents, or to use or cause to be used in any other way that causes damage to, or takes unwarranted advantage of, the reputation of the IP Rights or any other rights of CryoCloud B.V. or the relevant rights holder.

2. The User is granted a personal, revocable, non-exclusive, non-sublicensable and non-transferable right to use the App and all Content contained therein for their own use subject to these Terms of Service.

3. In the event of any infringement of the IP Rights of CryoCloud B.V. and/or third parties, CryoCloud B.V. reserves the right to recover all damages suffered by CryoCloud B.V. and/or third parties from the User in full.

4. The User will maintain full ownership of all the data that they upload and process, including resulting 3D density maps and pdb protein models. The User will retain all intellectual property rights associated with their data and the results of data analysis, allowing them to publish it, use it for research and development or for filing patents. The User grants CryoCloud a worldwide, non-exclusive, royalty-free, sublicensable (to CryoCloud's hosting and infrastructure providers) license to host, store, copy, transmit, display and process the User's Content and resulting outputs solely as necessary to provide, secure, maintain, support and improve the Apps and Services for the User during the term, and to retain and delete such Content in accordance with Section 10 (Data Access & Retention). CryoCloud may also use aggregated and de-identified information derived from such Content (which does not identify the User, its personnel or any individual) to operate, secure and improve the Apps and Services.

5. Any workflows, processing configurations, parameter settings, or analytical pipelines created or customized by the Client within the Services shall be treated as Client Confidential Information. CryoCloud shall not disclose, transfer, or use such Client-specific configurations for the benefit of other parties without the Client’s prior written consent.

13. Types of Data Collected

1. As outlined in the Privacy Policy, CryoCloud B.V. collects personal and technical data to enable the User to use the Apps, securely authenticate the User, enable the stable operation of our Apps, the resolution of technical problems, and the optimization of our Apps, as well as monitor and bill the resources the User used for data analysis.

2. The types of data collected are:

   1. Processing logs: all analysis jobs will be logged, containing e.g. runtime and the resources used.

   2. Web Data: information that the User’s browser sends whenever they visit our platform. This log data may include information such as the User’s computer's Internet Protocol address, browser type, browser version, the pages of our website that they visit, and the time and date of their visit.

   3. Personal data: We collect personal data required to create the User account in the App. Personal data is defined as any information which is related to an identified or identifiable natural person.

14. Obligations and Powers of CryoCloud B.V.

1. CryoCloud B.V. is responsible for the information it provides through the App or otherwise. CryoCloud B.V. strives to provide current and reliable information. Nevertheless CryoCloud B.V. cannot guarantee that all published information is actually up-to-date, correct and complete in all cases and at all times. No rights can therefore be derived from the data and information presented on the App.

2. If in doubt about the accuracy, completeness and/or timeliness of the data on the App or if you find any (possible) inaccuracies, we recommend that you contact CryoCloud B.V. at hi@cryocloud.io.

3. CryoCloud B.V. strives to provide a functioning system for the App that will be available continuously, with the exception of maintenance work.

4. CryoCloud B.V. expressly does not guarantee that the App can always be used (in a proper manner) or that the App is continuously accessible, as the App by its nature is not (completely) interference-free. CryoCloud B.V. shall do all that is reasonably required to eliminate failures in the App as soon as possible, insofar as these failures are not due to third parties.

5. CryoCloud B.V. is entitled at any time, in connection with maintenance and security, to immediately block access to (parts of) the App and/or restrict Users' use of the App.

15. Liability

1. CryoCloud B.V. shall not be liable for any direct or indirect damages resulting from or related to the installation (download) and/or use of the App and/or the inability to (de)install or use it.

2. CryoCloud B.V. is also not liable for (the content of the) services and/or information of third parties, offered in any way through the App.

3. CryoCloud B.V. is further not liable for damages resulting from the use of data analysis services through the Apps, including - but not limited to - damages resulting from non-delivery or delay in delivery of results or certain analytical functionalities.

4. The above limitations of liability do not apply to the extent liability cannot be limited or excluded under applicable mandatory law, including for damage caused by willful misconduct or gross negligence on the part of CryoCloud B.V. itself (and not its employees, agents or subcontractors). Even where the cap does not apply, CryoCloud B.V. shall not be liable for indirect, consequential, incidental, special or punitive damages except where exclusion of such damages is itself prohibited by applicable mandatory law.

16. Indemnification

1. Each User indemnifies CryoCloud B.V. or any third parties for all damages resulting from claims of third parties in respect of the violation or non-compliance with these Terms of Service, or against any claims and/or damages of third parties otherwise related to and/or arising from any use of the App by the relevant User. The indemnification includes all damages and (legal) costs incurred by CryoCloud B.V. suffers or incurs in connection with any such claim.

17. Other Provisions

1. These Terms of Service, together with the Subscription Agreement and any document expressly incorporated by reference (including the Privacy Policy, Cookie Policy) contain the entire agreement between the parties regarding the use of the App and supersede all prior or contemporaneous understandings on that subject. In the event of any conflict or inconsistency, the following order of precedence applies, in descending order: (i) the Subscription Agreement (for commercial terms specifically negotiated between the parties); (ii) these Terms of Service; and (iii) the Privacy Policy and Cookie Policy. If one or more of the provisions in these Terms of Service prove (partially) invalid, the remaining provisions will remain in full force and effect. In such a case CryoCloud B.V. shall replace the invalid part of the Terms of Service by provisions that are valid and whose legal effect, given the content and purport of these Terms of Service, corresponds as much as possible to that of the invalid part.

2. CryoCloud B.V. reserves the right to unilaterally amend or modify the Terms of Service. The most current Terms of Service are available at any time via www.cryocloud.io. In such a case CryoCloud B.V. shall inform the Users thereof to the best of its ability. If Users continue to use the App after modifications to the Terms of Service, they shall be deemed to have irrevocably accepted these modifications to the Terms of Service. CryoCloud B.V. therefore advises Users of the App to regularly consult the Terms of Service via the App.

3. A party's failure to exercise any right or exercise any remedy shall not constitute a waiver of that right or remedy.

4. Any oral promises and agreements shall have no effect unless confirmed in writing by CryoCloud B.V.

5. These Terms of Service are governed by Dutch law. Disputes arising between CryoCloud B.V. and the User as a result of and/or related to these Terms of Service and/or the installation (download) and/or use of the App will be submitted exclusively to the court of Utrecht.