Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "your") and KeyQ, Inc., operating through its Cytogence division ("Cytogence," "KeyQ," "we," "us," or "our"), governing your access to and use of the website cytogence.com and any related services, applications, or platforms provided by Cytogence (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, do not use our Services.

1. Services

Cytogence provides bioinformatics analysis, computational biology consulting, flow cytometry data analysis, spatial biology services, RNA-seq and NGS analysis, single-cell sequencing analysis, multi-omics integration, genomics services, bioinformatics pipeline development, scientific data visualization, and related software products including the Cytogence FCS desktop application. The specific scope, deliverables, and terms of any engagement are governed by separate project agreements or statements of work entered into between Cytogence and the client.

2. Use of Services

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Services in any way that violates applicable federal, state, local, or international law or regulation
• Attempt to gain unauthorized access to any part of the Services, other accounts, computer systems, or networks connected to the Services
• Use the Services to transmit any harmful, threatening, abusive, defamatory, or otherwise objectionable content
• Introduce viruses, trojans, worms, or other malicious code
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to reverse-engineer, decompile, or disassemble any aspect of the Services

3. Accounts and Access

If you create an account or are granted access credentials as part of our Services, you are responsible for maintaining the confidentiality of your login information and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

We reserve the right to suspend or terminate your access if we reasonably believe your account has been compromised or is being used in violation of these Terms.

4. Intellectual Property

All content, features, and functionality on the Cytogence website — including but not limited to text, graphics, logos, icons, images, code, and software — are the exclusive property of KeyQ, Inc. or its licensors and are protected by United States and international copyright, trademark, and other intellectual property laws. KeyQ® is a registered trademark of KeyQ, Inc. (U.S. Registration No. 8202592).

You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any content from our website without our prior written consent.

5. Client Work and Deliverables

Ownership of work product, deliverables, and intellectual property created during a client engagement is governed by the specific project agreement or statement of work between Cytogence and the client. In the absence of a separate written agreement, KeyQ retains ownership of all pre-existing intellectual property, tools, frameworks, and methodologies, while the client receives a non-exclusive license to use the deliverables for their intended purpose.

6. SMS and Text Message Communications

By providing your phone number and opting in to receive text messages from Cytogence, you agree to receive SMS communications related to our Services. These messages may include:

• Two-factor authentication (2FA) verification codes
• Account security alerts
• Service status and operational notifications
• Appointment or consultation reminders

Message Frequency: Message frequency varies based on your interactions with our Services. Transactional messages are sent only when triggered by your actions or service events.

Opt-Out: You may opt out at any time by replying STOP to any SMS message. Reply HELP for assistance. After opting out, you will receive a single confirmation message.

Costs: Message and data rates may apply. Cytogence is not responsible for any charges imposed by your mobile carrier.

Carrier Disclaimer: Mobile carriers are not liable for delayed or undelivered messages.

No Marketing SMS: We will not send marketing or promotional messages via SMS unless you have separately and explicitly opted in to receive them. Consent to receive transactional SMS is not a condition of purchasing any goods or services.

Privacy: Your phone number and SMS opt-in data will not be sold, shared, or distributed to third parties for their marketing purposes. See our Privacy Policy for details.

7. Voice Calls and AI Assistant

Calls placed to Cytogence's phone number are answered exclusively by an AI voice assistant powered by ElevenLabs. The assistant captures your inquiry, records contact details you provide, and creates a follow-up task in our internal systems. A Cytogence team member will follow up with you by callback or email.

No Live Transfer: Our phone line does not connect to a live human at any point during the call. If you prefer to communicate with a human directly, please use our contact form.

Recording and Transcription: Calls may be recorded and transcribed for the purposes described in our Privacy Policy. Where required by applicable law, you will be notified at the start of the call before any recording begins.

Consent: By placing a call to our phone number, you consent to the use of an AI assistant to handle the call and to the collection, recording, and transcription of call information as described in our Privacy Policy.

Costs: Standard calling rates from your carrier may apply. Cytogence is not responsible for any charges imposed by your carrier.

8. Email Communications

By using our Services or submitting your email address through our contact form, you consent to receive transactional and administrative emails from Cytogence. These may include responses to inquiries, project updates, invoices, service notifications, and security alerts.

You may opt out of non-essential email communications at any time by following the unsubscribe instructions in the email or by contacting us at legal@keyqcloud.com.

9. Payment Terms

Payment terms for services are specified in the applicable project agreement or statement of work. Unless otherwise agreed in writing, invoices are due within 30 days of issuance. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

Cytogence reserves the right to suspend services for accounts with outstanding balances exceeding 60 days past due.

10. Availability and Modifications

We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We will make reasonable efforts to notify active clients of material changes that affect their engagements.

We do not guarantee that the website or any Services will be available at all times. Downtime may occur due to maintenance, updates, or circumstances beyond our control.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

CYTOGENCE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, KEYQ, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES.

IN NO EVENT SHALL KEYQ'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO KEYQ DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless KeyQ, Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your violation of these Terms, or your violation of any rights of a third party.

14. Termination

We may suspend or terminate your access to the Services at our sole discretion, without prior notice, for conduct that we believe violates these Terms or is harmful to other users, us, or third parties, or for any other reason.

Upon termination, your right to use the Services will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers, indemnification, and limitations of liability.

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Vermont, United States, without regard to its conflict of law provisions.

Any dispute arising from or relating to these Terms or the Services shall be resolved exclusively in the state or federal courts located in Chittenden County, Vermont. You consent to the personal jurisdiction of such courts.

16. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

17. Changes to These Terms

We reserve the right to update or modify these Terms at any time. The updated version will be indicated by the "Last updated" date at the top of this page. Your continued use of the Services after any changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

18. Contact Us

If you have questions about these Terms of Service, please contact us: