Terms of Service

Metrdy is a laboratory inventory and workflow platform designed for research labs. It includes tools for antibody inventory management, panel design, titration guidance, publication tracking, and related bench-side workflows. We provide access to the Service on a subscription or pilot basis as agreed in your order or account setup.

We may update, improve, or modify the Service over time. We will not make changes that materially degrade the core functionality you rely on without reasonable notice.

You must create an account to use the Service. You are responsible for keeping your login credentials secure and for all activity that occurs under your account. If you suspect unauthorized access, notify us promptly at support@metrdy.com.

If you are using the Service on behalf of a lab or institution, you represent that you have the authority to bind that organization to these Terms. Organization administrators (“Lab Managers”) are responsible for managing user access within their lab and for ensuring that their users comply with these Terms.

Accounts are for authorized users only. Sharing login credentials across multiple individuals is not permitted. We reserve the right to suspend access to accounts that are being misused.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You will not:

• Use the Service to store or transmit unlawful, harmful, or fraudulent content
• Attempt to gain unauthorized access to any part of the Service or its infrastructure
• Reverse engineer, decompile, or attempt to extract source code from the Service
• Use the Service to build a competing product or service
• Scrape, crawl, or otherwise extract data from the Service in bulk without our written permission
• Interfere with or disrupt the integrity or performance of the Service
• Share access credentials or resell access to the Service

We may suspend or terminate access if we reasonably believe these restrictions are being violated, after attempting to notify you where practical.

You own your data. All laboratory data you enter into Metrdy — including inventory records, vial information, panel configurations, experiment data, and uploaded files — belongs to you or your institution. These Terms do not grant Metrdy any ownership rights over your data.

You grant Metrdy a limited license to store, process, and display your data solely for the purpose of providing the Service to you. We do not sell your data. We do not use your laboratory data to train AI models or share it with third parties for their commercial purposes.

We use a limited set of subprocessors to operate the Service, including cloud infrastructure and authentication providers. A current list is available on request. Each subprocessor is bound by data protection obligations consistent with these Terms.

Our Privacy Policy, available at metrdy.com/privacy, describes in detail how we collect, use, and protect personal information.

When your account or subscription ends, we will retain your data for 30 days to allow for export. You can request a full export of your laboratory data at any time by contacting support@metrdy.com. After the retention period, your data will be deleted from our systems, except where we are required by law to retain it longer.

Metrdy owns all rights in the Service, including its software, design, algorithms, educational content, and documentation. These Terms do not transfer any intellectual property rights to you. Your right to use the Service is a limited, non-exclusive, non-transferable license that ends when your access is terminated.

If you provide us with feedback, suggestions, or ideas about the Service, you grant us the right to use that feedback without restriction or compensation. We will not claim ownership of any research outputs, data, or scientific work you create using the Service.

Each party may have access to confidential information of the other in connection with the Service. Both parties agree to keep such information confidential and not to disclose it to third parties except as needed to provide or use the Service, or as required by law.

Your laboratory data is treated as your confidential information. We will not access it except as necessary to operate the Service, investigate a security incident, or comply with a legal obligation — and in the latter case, we will notify you where permitted.

If your use of the Service is subject to fees, those fees will be set out in your order or subscription agreement. Fees are due in advance unless otherwise agreed. We will give you at least 30 days' notice before increasing fees for a current subscription term.

If you are accessing the Service through a pilot, evaluation, or institutional agreement, the terms of that agreement govern payment and access duration. These Terms apply to all other aspects of your use.

We work to keep the Service available and operational. We perform maintenance and updates periodically, and will aim to schedule disruptive maintenance outside of typical business hours. We do not guarantee uninterrupted availability.

Support is available by email at support@metrdy.com. We aim to respond to support requests within two business days.

The Service is provided “as is” and “as available.” To the fullest extent permitted by law, Metrdy disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be error-free, uninterrupted, or free of security vulnerabilities.

We make reasonable efforts to maintain accuracy in TiterGuide educational content and reference data, but you are responsible for independently verifying any information before relying on it for laboratory decisions.

To the fullest extent permitted by law, neither Metrdy nor its officers, employees, or contractors will be liable for indirect, incidental, consequential, or punitive damages arising out of your use of the Service — including lost profits, lost data, or business interruption — even if advised of the possibility of such damages.

Metrdy's total liability to you for any claim arising under these Terms will not exceed the greater of: (a) the fees you paid to Metrdy in the twelve months before the claim arose, or (b) one hundred US dollars ($100). This limitation applies to all claims in aggregate, not per claim.

These limitations do not apply to liability arising from Metrdy's gross negligence or willful misconduct, breach of confidentiality obligations, or any liability that cannot be excluded under applicable law.

You agree to defend and indemnify Metrdy from claims, losses, and expenses (including reasonable legal fees) arising from: (a) your violation of these Terms; (b) your use of the Service in a manner not authorized by these Terms; or (c) your data, to the extent a third party claims it infringes their rights.

Metrdy will defend and indemnify you from third-party claims that the Service, as provided by us, infringes a third party's intellectual property rights, provided you promptly notify us of the claim and cooperate with our response.

These Terms apply from the moment you create an account and continue until your access is terminated. Either party may terminate for convenience with 30 days' written notice. Either party may terminate immediately if the other materially breaches these Terms and fails to cure the breach within 15 days of written notice.

We may suspend your access without notice if we reasonably believe your use poses a security risk or violates the acceptable use terms in Section 3. We will notify you promptly when we do so and explain the reason.

Sections 4, 5, 6, 7, 10, 11, 12, and 14 survive termination of these Terms.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. Any dispute arising under these Terms that cannot be resolved informally will be submitted to binding arbitration under the rules of the American Arbitration Association, with proceedings conducted in English. The arbitrator may award any remedy a court could award.

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm. Nothing in this section prevents you from filing a complaint with a relevant regulatory authority.

We may update these Terms from time to time. When we make material changes, we will notify you by email or by a prominent notice within the Service at least 30 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms.

If you disagree with a change, you may terminate your account before the effective date. We will not apply changes retroactively to disputes that arose before the effective date.

Entire agreement. These Terms, together with the Privacy Policy and any applicable order or subscription agreement, constitute the entire agreement between you and Metrdy regarding the Service and supersede all prior agreements on this subject.

Severability. If any provision of these Terms is found unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

No waiver. Our failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.

Assignment. You may not assign your rights or obligations under these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets, with notice to you.

Force majeure. Neither party is liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, internet outages, or government actions.

Questions about these Terms can be sent to support@metrdy.com. For legal notices, please use the subject line “Legal Notice” and allow up to five business days for a response.