**Proprietary Software License Agreement**

TERMS AND CONDITIONS FOR USE

1. Definitions.

    “BioTuring” shall mean BioTuring Inc. and its affiliates.

    "License" shall mean the terms and conditions for use, reproduction, and
    distribution as defined in this document.

    "Licensor" shall mean “BioTuring” or the entity granting the License.

    "Licensee" shall mean the individual or entity that receives the Software.

    "Software" shall mean the proprietary software provided under this License.

    "Derivative Works" shall mean any modifications, enhancements, or
    adaptations of the Software.

    "Object Code" shall mean the compiled, binary, executable version of the
    Software.

2. Grant of License.

    Subject to the terms and conditions of this License, Licensor grants
    Licensee a non-exclusive, non-transferable, non-sublicensable, and revocable
    license to use the Software solely for internal/academic and non-profit
    purposes. This license does not include any rights to distribute, modify, or
    create Derivative Works of the Software.

    The Software may incorporate third party software which may be subject to
    additional terms and conditions. Any use, or reproduction, of the Software
    shall comply with any additional terms and conditions applicable to such
    third party software.

3. Restrictions. Licensee shall not:

     a. Distribute, sublicense, or otherwise provide access to the Software to
     any third party.

     b. Modify, reverse-engineer, decompile, or disassemble the Software.

     c. Use the Software for any commercial purpose direct or indirect,
     including for any research and/or development purpose by a for-profit
     entity or on behalf of a for-profit entity, without a separate written
     agreement with Licensor. Please direct any inquiries concerning uses under
     this Section to [support@bioturing.com](mailto:support@bioturing.com).

     d. Create any Derivative Works without explicit written permission from
     Licensor.

4. The copyright of the original Cellpose 2.0 software as described in
[https://github.com/MouseLand/cellpose/blob/master/LICENSE](https://github.com/MouseLand/cellpose/blob/master/LICENSE).

5. Any publication of results obtained with the Software shall acknowledge it’s
use by an appropriate citation attribution to BioTuring and any other Licensor.

6. Confidentiality.

    The Software contains confidential and proprietary information of the
    Licensor. Licensee agrees not to disclose, share, or otherwise make
    available the Software or any related documentation to any third party
    without the express written consent of Licensor.

7. Attribution and Marks.

    This License does not grant permission to use the names, trade names,
    trademarks, service marks, or product names of any Licensor, except as required
    by Section 5 and for reasonable and customary use in describing the origin of
    the Software reproducing the content of the NOTICE file.

8. Termination.

    Licensor reserves the right to terminate this License immediately if
    Licensee fails to comply with any of the terms and conditions set forth in
    this License. Upon termination, Licensee shall cease all use of the
    Software and destroy all copies in their possession.

9. You are not required to accept this License, since you have not signed it.
However, nothing else grants you permission to use, or reproduce the Software.
These actions are prohibited by law if you do not accept this License.
Therefore, by using, or reproducing, the Software, you indicate your acceptance
of this License to do so, and all its terms and conditions.

10. Disclaimer of Warranty.

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

11. Limitation of Liability

     IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT
     LIMITED TO DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING
     OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SOFTWARE.

Please direct any inquiries concerning uses under this Section to
[support@bioturing.com](mailto:support@bioturing.com).
