SCIMAP Pro End User Licence Agreement
Version 1.0

IMPORTANT: read this agreement before installing or using SCIMAP Pro. By
installing, copying, or using the software you agree to be bound by it. If you
do not agree, do not install or use the software.

This agreement is between you (either an individual or the legal entity you
represent, "you") and the licensor identified in Section 14 ("we", "us").


1. DEFINITIONS

"Software" means the scimappro Python package, in any form, together with its
documentation and any updates we make available to you.

"Licence Key" means a key, token, or licence file we issue that enables the
Software beyond Starter Mode.

"Starter Mode" means the Software's unlicensed operating mode, described in
Section 3.

"Subscription Term" means the period for which you have paid, as stated in your
order or licence portal.

"Seat" means one named individual permitted to use the Software under your
subscription.

"Your Results" means data, figures, models, analyses, and other output you
produce by running the Software on your own data.


2. LICENCE GRANT

Subject to this agreement and to payment of the applicable fees, we grant you a
non-exclusive, non-transferable, non-sublicensable licence, during the
Subscription Term, to install and use the Software:

  (a) for the number of Seats you have purchased;
  (b) on the number of machines per Seat stated in your plan; and
  (c) for your own internal research, analysis, or business purposes.

For a site licence, the grant instead extends to all individuals affiliated with
the licensed institution or entity, without a Seat count, on the terms recorded
in the applicable order.


3. STARTER MODE

The Software may be installed and used without a Licence Key in Starter Mode,
free of charge, including for commercial evaluation. Starter Mode limits dataset
size, restricts execution to a single worker, marks generated figures, and
disables out-of-core streaming and SpatialData input. We may adjust these limits
in future versions.

Starter Mode is provided as-is under the disclaimer in Section 10.


4. RESTRICTIONS

You may not:

  (a) copy, distribute, sublicense, rent, lease, sell, or otherwise make the
      Software available to any third party, except as Section 5 permits;
  (b) reverse engineer, decompile, or disassemble the Software, or attempt to
      derive its source code, except to the extent applicable law expressly
      permits despite this restriction;
  (c) circumvent, disable, or interfere with the Software's licensing,
      activation, or usage-limit mechanisms, or use a Licence Key you were not
      issued;
  (d) share a Licence Key with anyone outside your Seats or licensed site;
  (e) use the Software to provide a service to third parties, other than as a
      licensed core facility or under an OEM agreement; or
  (f) remove or alter any proprietary notice in the Software.


5. YOUR RESULTS AND YOUR CODE

Your Results are yours. We claim no ownership of them and place no restriction
on how you use, publish, or commercialise them.

Analysis code you write that imports or calls the Software is yours. You may
license and distribute it on any terms you choose. It may require recipients to
hold their own SCIMAP Pro licence to run it, but nothing in this agreement makes
your code a derivative work of the Software.

We ask, but do not require, that publications using the Software cite:

  Nirmal et al. (2024). SCIMAP: A Python Toolkit for Integrated Spatial Analysis
  of Multiplexed Imaging Data. Journal of Open Source Software, 9(97), 6604.


6. ACADEMIC LICENCES

Academic pricing is available to individuals at accredited universities,
teaching hospitals, government research institutes, and other non-profit
research organisations, for research and teaching. It does not cover work
performed for, or funded as a service to, a for-profit entity. We may verify
eligibility by institutional email domain.


7. LICENCE ADMINISTRATION AND DATA

Activating the Software transmits a hashed machine identifier, hostname,
operating system, Python version, and Software version. About once a week, a
licensed installation revalidates its licence and transmits the same
information. We process this information to administer licences and to detect
licence sharing.

The Software also reports anonymous usage data, which is optional and which you
can switch off at any time with "scimappro telemetry off". It comprises: the
names of the functions you call, how long they took, and whether they
succeeded; the size of your data expressed as ranges rather than counts; which
parameters you changed from their defaults, with values converted to
categories, ranges or type names; your Software, Python and operating system
versions and installed dependency versions; and error signatures from which
every message, file name and identifier has been removed. Each installation is
identified by a random identifier that is not derived from you or from your
machine, and which "scimappro telemetry reset" replaces.

The Software transmits no data you analyse. It does not transmit expression
values, spatial coordinates, images, cell or gene names, sample or patient
identifiers, column names, file names, directory names, paths, notebook
contents, results, your username, your hostname or your email address. We
process usage data to decide what to build, fix and document. We do not sell it
and we do not use it to identify you.

"scimappro telemetry status" shows what is being sent and "scimappro telemetry
show" prints the events still waiting to be sent, so you can check this
description against what your installation is actually doing. Setting
SCIMAPPRO_LICENSE_OFFLINE=1 prevents all network communication, licensing and
usage reporting alike.

The holder of a Licence Key may set a lower reporting level for the whole
account from the licence portal, and is shown how many installations are
reporting on it. That setting is a ceiling and not an override: it can only
reduce what an installation sends, and it cannot switch reporting on for an
installation that has switched it off. It cannot switch reporting off either;
only "scimappro telemetry off", on the installation itself, does that.

Our privacy policy is at https://pro.scimap.xyz/privacy.


8. TERM, RENEWAL, AND TERMINATION

This agreement runs for the Subscription Term and renews for successive terms
unless cancelled. You may cancel at any time, effective at the end of the
current term.

On expiry the Software continues to operate for a grace period of at least 14
days and then reverts to Starter Mode. It does not delete, lock, or render
unreadable any of your data or Results.

We may terminate this agreement if you materially breach it, including Section 4,
and do not cure the breach within 30 days of written notice. We may revoke a
Licence Key immediately in the case of a chargeback, fraud, or a breach of
Section 4(c) or 4(d). On termination you must stop using the Software beyond
Starter Mode.


9. FEES

Fees are as stated at the time of purchase and are non-refundable except as
required by law or by our published refund policy. Fees exclude taxes, which
are charged as required in your jurisdiction. We may change prices for future
terms with notice before renewal; a price change never applies mid-term.


10. WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

THE SOFTWARE IS A RESEARCH TOOL. IT IS NOT A MEDICAL DEVICE AND IS NOT INTENDED
FOR THE DIAGNOSIS, PREVENTION, OR TREATMENT OF DISEASE, OR FOR ANY OTHER CLINICAL
USE. YOU ARE RESPONSIBLE FOR VALIDATING ANY RESULT BEFORE RELYING ON IT.


11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY
LOSS OF PROFITS, DATA, OR RESEARCH TIME, ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL
NOT EXCEED THE FEES YOU PAID IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING
RISE TO THE CLAIM.

Nothing in this agreement excludes liability that cannot lawfully be excluded.


12. THIRD-PARTY COMPONENTS

The Software depends on third-party open-source packages, each licensed under its
own terms. Those terms govern those components, not this agreement.


13. GENERAL

This agreement is the entire agreement between us regarding the Software and
supersedes any prior understanding. If a provision is held unenforceable, the
rest remains in effect. Our failure to enforce a provision is not a waiver of it.
You may not assign this agreement without our written consent; a transfer of a
licence between individuals or entities may be arranged through the licence
portal or by contacting us.


14. LICENSOR AND CONTACT

Licensor:  [LEGAL ENTITY NAME AND ADDRESS TO BE COMPLETED BEFORE FIRST SALE]
Governing law: [JURISDICTION TO BE COMPLETED BEFORE FIRST SALE]

  Sales and licensing:  sales@scimap.xyz
  Support:              support@scimap.xyz
  Web:                  https://pro.scimap.xyz

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Earlier versions: scimappro 0.1.0 and 0.1.1 were released under the Scimappro
Academic License 1.0. Those releases remain available under that licence; this
agreement governs version 0.2.0 and later.
