Nebula End User License Agreement

This End User License Agreement (“Agreement”) is a contract between you (“Customer” or “you”) and Starlyte Imaging, Inc. (“Starlyte,” “we,” or “us”). It governs your use of the Nebula microscopy software, including any updates, documentation, and related materials we provide.

1. Your License

The license you receive depends on what you purchased, as shown on your Customer Invoice from Starlyte. There are two types:

1.1 Perpetual License

If your invoice lists a perpetual license, you own the right to use the version of the Software you purchased forever, subject to this Agreement. Every perpetual license includes one (1) year of updates and upgrades from the date of purchase, at no additional cost. After that first year, you may continue using the Software you have, but you are not entitled to receive any further updates, upgrades, new versions, or new features unless you separately purchase a maintenance plan or a new license.

1.2 Monthly or Term-Use Subscription License

If your invoice lists a monthly or other term-use subscription, your right to use the Software lasts only for the period you have paid for. Subscriptions renew on the date shown on your invoice unless cancelled. While your subscription is active and in good standing, you receive updates and upgrades for the full duration of your term at no additional cost.

1.3 What the License Allows

In both cases, Starlyte grants you a non-exclusive, non-transferable license to install and use the Software on the number of devices or seats listed on your invoice, for your internal business or research purposes.

2. Updates, Upgrades, and Support

Perpetual customers: Your purchase includes one (1) year of updates and upgrades from the date of purchase. During that year, you are entitled to all updates, upgrades, and new versions of the Software at no additional cost. After that year, you may continue using the version you have, but you are not entitled to further updates or new versions unless you purchase a maintenance plan or a new license.

Monthly and term-use customers: As long as your subscription is paid and active, you are entitled to the latest available version of the Software and any updates and upgrades we release during your subscription term, at no additional cost.

We are not obligated to release updates, maintain backward compatibility, or continue offering specific features in future versions.

3. End of Subscription (Monthly Customers)

If your monthly subscription lapses for any reason — including non-payment or cancellation — you will receive a 30-day grace period during which the Software will continue to function normally. This gives you time to renew, export your data, or transition to another tool.

After the 30-day grace period, your license terminates automatically. The Software may stop functioning, lock, or limit access to features. You must then either renew your subscription or uninstall the Software.

Grace period access does not apply to perpetual licenses, because those do not expire.

4. What You May Not Do

You agree not to:

• Resell, rent, lease, sublicense, or commercially redistribute the Software or your license to anyone else.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except where this restriction is prohibited by applicable law.
• Modify, adapt, translate, or create derivative works based on the Software.
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices in the Software.
• Use the Software to develop a competing product.
• Share, transfer, or publish your license key, activation credentials, or login information.

5. Ownership

5.1 Our Software

Starlyte and its licensors own all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement gives you a license to use the Software — it does not transfer ownership of the Software to you.

5.2 Your Data and Results

You own your data. Any images, measurements, analyses, exports, reports, or other outputs you create using Nebula belong to you. Starlyte claims no ownership of, and no license to, the data or results you generate with the Software. We will not access, copy, or use your data except as needed to provide support that you specifically request.

6. Use With Microscopes and Other Hardware

Nebula is designed to work with a wide range of microscopy hardware. You are responsible for choosing hardware that is appropriate for your use, and for operating that hardware safely and within the manufacturer’s specifications.

Hardware damage is your responsibility. Starlyte is not liable for any damage, malfunction, calibration loss, wear, or destruction of microscopes, cameras, stages, lenses, computers, peripherals, samples, or any other equipment that occurs in connection with your use of the Software. This includes damage caused by incorrect settings, automation routines, scripts, third-party plugins, hardware drivers, or user error. You assume all risk associated with connecting the Software to your hardware.

You are responsible for backing up your data, samples, and system configurations. Starlyte is not responsible for lost images, lost experiments, lost results, or lost time.

7. Research Use Only — Not for Clinical or Diagnostic Use

Nebula is provided for research, educational, and industrial imaging use only. It is not a medical device. It is not intended, validated, or cleared for use in clinical diagnosis, treatment, prevention of disease, or any other medical decision-making. You must not use the Software to make decisions about patient care or any other regulated medical use.

If you choose to use the Software in any regulated, safety-critical, or human-subject context, you do so entirely at your own risk and are solely responsible for complying with all applicable laws and regulations.

8. Termination for Misuse

We may suspend or terminate your license immediately if you materially breach this Agreement — for example, by sharing license keys, reverse engineering the Software, reselling your license, or using the Software for prohibited purposes. Where reasonable, we will give you notice and an opportunity to fix the problem first.

If your license is terminated for misuse, you must stop using the Software and remove all copies from your systems. Termination does not entitle you to a refund of fees already paid.

9. No Warranty

The Software is provided “as is” and “as available.” To the maximum extent permitted by law, Starlyte disclaims all warranties, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement. We do not warrant that the Software will be uninterrupted, error-free, or that defects will be corrected.

10. Limitation of Liability

To the maximum extent permitted by law, Starlyte and its officers, employees, and suppliers will not be liable for any indirect, incidental, special, consequential, or punitive damages — including lost profits, lost data, lost samples, equipment damage, business interruption, or research delays — arising out of or related to your use of the Software, even if we have been advised of the possibility of such damages.

Our total cumulative liability under this Agreement will not exceed the amount you actually paid Starlyte for the Software in the twelve (12) months immediately before the event giving rise to the claim.

11. Privacy and Telemetry

The Software may collect limited technical information — such as license validation data, error reports, and basic usage statistics — to help us operate, secure, and improve the Software. We do not collect your images or research data through telemetry. Details are described in our Nebula Privacy Policy.

12. Term

This Agreement begins when you first install or use the Software and continues until your license ends. Perpetual licenses continue indefinitely unless terminated under Section 8. Monthly licenses continue for as long as you pay and renew, ending as described in Section 3.

13. Governing Law

This Agreement is governed by the laws of the State of California, USA, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in California, and you and Starlyte each consent to the personal jurisdiction of those courts.

14. Entire Agreement

This Agreement, together with your Customer Invoice, is the entire agreement between you and Starlyte regarding the Software. It replaces any prior agreements, proposals, or communications about the Software. If any part of this Agreement is found to be unenforceable, the rest will remain in effect.

15. Contact

Questions about this Agreement? Contact Starlyte Imaging, Inc. at the address or email listed on your Customer Invoice.

Acknowledgment. By installing or using Nebula, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms.