Last Modified: September 15, 2026

1. Acceptance of the Terms of Use

These terms of use (“Terms of Use”) are entered into by and between you and Cytek Biosciences, Inc. (“Cytek”, “we” or “us”). These Terms of Use govern your access and use of the website at https://cloud.cytekbio.com and the Cytek Cloud platform, including Cytek Cloud Basic, Cytek Cloud Pro, Cytek Cloud Premium, or any other Cytek software-as-a-service application accessed by you or identified in a Purchase Order (collectively, “Services”).

These Terms of Use, together with any applicable Purchase Order, constitute the entire agreement governing the Services. Any additional or conflicting terms in a quote or other ordering document are rejected and have no force or effect unless expressly agreed in writing and signed by both parties. “Purchase Order” means a Cytek-originating quotation, ordering document or online registration request for purchasing a license to the Cytek Cloud platform that is accepted by Cytek and references these Terms of Use.

IMPORTANT: ARBITRATION AND CLASS ACTION WAIVER THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. YOU MAY OPT OUT OF THE ARBITRATION CLAUSE AND WAIVER OF JURY OR CLASS ACTION BY SENDING AN E-MAIL WITHIN THIRTY (30) DAYS OF ACCEPTING THESE TERMS OF USE TO cloudsupport@cytekbio.com, WITH A COPY TO legal@cytekbio.com. SEE SECTION 29 (ARBITRATION) FOR MORE INFORMATION.

2. Eligibility

The Services are offered and available to users who are 18 years of age or older. If you are accessing the Services on behalf of a corporation, government entity, or other legal entity, you further represent and warrant that you have the right, power, and authority to enter into these Terms of Use on behalf of such entity. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Cytek, meet all of the foregoing eligibility requirements, and are not presently debarred, suspended, proposed for debarment, declared ineligible, or excluded from using the Services by any governmental authority.

3. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter, unless other notice is required by law.

4. Accessing the Services and Account Security

We reserve the right to withdraw or amend the Services in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services to users. You are responsible for making all arrangements necessary for you to have access to the Services. To access the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide to Cytek is correct, current and complete. You agree that all information you provide to register with the Services is governed by our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security relating to the Services. You also agree to ensure that you exit from your account at the end of each session. We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

5. Provision of Services; Subscriptions; Trials

Subject to payment of any applicable Fees (as defined in Section 6) and your compliance with these Terms of Use, Cytek will provide you and your authorized researchers, employees, independent contractors, consultants, and other representatives (“Authorized Users”) with access to the Services. You will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and will promptly notify Cytek at cloudsupport@cytekbio.com of any unauthorized use known to you. Cytek will use commercially reasonable efforts to provide support for the use of the Services and to keep the Services operational and available in accordance with its standard policies and procedures. Cytek will provide hosting for the Services but is not responsible for telecommunications or computer network hardware required for you or your Authorized Users to access the Services from the internet.

If you purchase goods, including equipment or reagents, through the Services, whether offered by Cytek or a third party, the terms and conditions specific to the sale of such goods, including any applicable purchase, warranty, return, or support terms, will govern that purchase. Such goods are not subject to these Terms of Use, and Cytek has no liability or obligation with respect to third-party goods.

If Cytek makes any part of the Services available on a free trial, pilot, preview, pre-release, beta, or similar basis, Cytek may terminate or suspend access to that functionality for any reason at any time and without liability. Such access is provided on an “AS IS” and “AS AVAILABLE” basis without warranty or support of any kind. If you do not subsequently purchase a subscription to the paid Services, your free trial access will roll over into, as applicable, (i) Cytek Cloud Basic or another restricted free subscription or (ii) the tier of the paid Services you have subscribed to; in each case, as governed by these Terms of Use.

6. Fees and Expenses; Payments

In consideration for the access rights granted and Services provided under these Terms of Use, you will pay Cytek the fees set forth in the applicable Purchase Order, online registration, or other ordering process accepted by Cytek (“Fees”). Cytek may modify pricing at any time, and Fees may be based on actual usage of resources, including storage, computing power, or similar metrics. Except as otherwise provided in the applicable Purchase Order, Fees are billed annually in advance and due within thirty (30) days of the invoice date. All Fees are non-refundable, except as expressly stated in an applicable agreement or required by law. You may pay by credit or debit card, ACH, bank wire transfer, or any other payment method Cytek makes available.

Cytek may discontinue the Services and suspend your and your Authorized Users’ access if any Fees are more than thirty (30) days overdue until all overdue amounts are paid in full. You will maintain complete, accurate, and up-to-date billing and contact information. You may purchase additional subscription units for the Services during an applicable subscription term at the then-current per-unit pricing, and additional subscription units will renew or terminate concurrently with that subscription term. Subscription units may not be reduced or canceled during the applicable subscription term.

Fees are exclusive of all applicable sales, use, value-added, and other taxes, duties, tariffs, assessments, export and import fees, or similar charges. You are responsible for all such amounts, other than taxes based on Cytek’s income, and for any related penalties and interest. Payments to Cytek must be made free and clear of withholding taxes, and you will provide official receipts or other evidence reasonably requested by Cytek to establish that such taxes have been paid. Any amounts not paid when due will bear interest at one and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.

Cytek may use a third-party payment provider for payment services, including card acceptance, merchant settlement, fraud prevention, validation, and verification. When you provide payment information, you agree to the applicable payment provider’s privacy policy and terms of service and authorize Cytek and the payment provider to share information and payment instructions to the extent required to complete transactions. Cytek is not responsible for declined authorizations or online handling or processing fees charged by your card issuer. Cytek may create discounts, promotional codes, features, or benefits subject to additional terms, may discontinue them at any time, and may prohibit duplication, sale, transfer, public posting, cash redemption, or use outside the intended audience, purpose, or term.

7. Intellectual Property Rights

The Services and their entire content, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), as well as the look and feel, user interface, visual design, and operational methods of the Services, are owned by Cytek, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. For the avoidance of doubt, all rights in the look and feel of the Services and the manner in which the Services operate, including any algorithms, workflows, processes, and methodologies embodied therein, are and shall remain the sole and exclusive intellectual property of Cytek.

These Terms of Use permit you to use the Services for your personal or internal business use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or create competitive platforms based on any of the material made available to you through our Services, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your Web browser for display enhancement purposes.

• You may print or download one copy of a reasonable number of pages of the Services for your own personal or internal business use and not for further reproduction, publication or distribution.

• You may download, export, or save any panels, results, data outputs, or other work product that you design, configure, or generate using the Services (“User Results”) for your own use. For the avoidance of doubt, this right to download User Results does not grant you any right, title, or interest in or to the Services, the underlying technology, or any intellectual property or other rights of Cytek as outlined in these Terms of Use. You acknowledge and agree that nothing in these Terms of Use restricts or limits Cytek’s right to independently design, develop, create, or provide panels, results, data outputs, or other work product that are similar to or identical to any User Results, whether for other clients of Cytek or otherwise.

• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal or internal business use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

• Modify copies of any materials from the Services.

• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.

• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Services.

• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, algorithms, data structures, or underlying ideas or methodologies of the Services or any component thereof.

• Use the Services, or any information, data, or content obtained from the Services, to build, support, or contribute to the development of any product, service, or platform that competes with or is substantially similar to the Services.

• Copy, imitate, or replicate the look and feel, user interface, visual design, or operational methods of the Services.

If you wish to make any use of material made available through the Services other than that set out in this section, please address your request to by e-mail to cloudsupport@cytekbio.com, with a copy to legal@cytekbio.com.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of the Terms of Use, your right to use the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Cytek. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

8. Copyright Complaints and Takedowns

If you believe that any material available through the Services infringes your copyright, you may send a notice of alleged infringement to Cytek at legal@cytekbio.com that includes the information required by the Digital Millennium Copyright Act or other applicable law. Cytek may, in its sole discretion and without liability, remove, disable access to, block, quarantine, or otherwise restrict any material uploaded, submitted, stored, transmitted, shared, or made available through the Services that Cytek believes may infringe any copyright or other intellectual property right, violate these Terms of Use, or expose Cytek, its affiliates, service providers, or users to liability.

Cytek may notify the account holder or user associated with the material and may provide an opportunity to submit a counter-notification if required by applicable law, but Cytek is not required to restore any material unless required by law or expressly agreed in writing. Cytek may terminate or suspend accounts or access for repeat infringers or for users who repeatedly upload, submit, store, transmit, share, or make available material that is the subject of credible infringement complaints. You are solely responsible for maintaining copies of any material you upload to the Services, and Cytek will not be liable for any removal, disabling, blocking, quarantine, restriction, deletion, or loss of access undertaken under this section.

9. Open Source Software

Certain items of software may be provided with the Services and may be subject to open source or free software licenses (“Open Source Software”). Some Open Source Software is owned by third parties. Open Source Software is not subject to the ownership or indemnification provisions of these Terms of Use, and each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. Nothing in these Terms of Use limits your rights under, or grants you rights that supersede, the terms of any applicable end-user license for Open Source Software. If required by the applicable Open Source Software license, Cytek will make such Open Source Software, and Cytek’s modifications to it, available by written request at the notice address specified in these Terms of Use.

10. Feedback

You may provide suggestions, comments, ideas, know-how, concepts, techniques, or other feedback regarding the Services (“Feedback”). All Feedback and all changes, modifications, or improvements based on Feedback will be solely owned by Cytek, including all intellectual property rights therein, and will be Cytek’s Confidential Information. You assign, and will cause your employees, contractors, and representatives to assign, all right, title, and interest in Feedback to Cytek. Cytek may use Feedback for any purpose without attribution or compensation to you or any third party, although Cytek is not required to use any Feedback.

11. Trademarks

The Cytek name, the terms “Cytek,” “Cytek Biosciences,” the Cytek Biosciences logo, and all related names, logos, product and service names, designs and slogans are trademarks of Cytek or its affiliates or licensors. You must not use such marks without the prior written permission of Cytek. All other names, logos, product and service names, designs and slogans made available through the Services are the trademarks of their respective owners.

Each Authorized User grants Cytek and its affiliates, service providers, contractors, and licensors a limited, non-exclusive, royalty-free, worldwide right and license to use, reproduce, display, and otherwise make available such Authorized User’s name, trademarks, service marks, trade names, logos, and other identifying marks soley as necessary or appropriate for Cytek to provide, operate, support, maintain, improve, and make available the Services, including to identify the Authorized User within the Services and in related technical, administrative, support, and service-delivery materials. Cytek may also use such information for external marketing, advertising, press releases, or promotional purposes. You may opt out of such marketing, advertising, and publication use by sending a note to legal@cytekbio.com.

12. Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Services:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.

• To impersonate or attempt to impersonate Cytek, a Cytek employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Cytek or users of the Services or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.

• Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.

• Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.

• Use any device, software or routine that interferes with the proper working of the Services.

• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to the Services.

• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise attempt to interfere with the proper working of the Services.

• Allow any third party to access the Services except as expressly permitted by Cytek.

• Modify, adapt, alter, translate, sublicense, lease, sell, resell, rent, loan, distribute, transfer, or otherwise make the Services available for the benefit of any unauthorized third party.

• Reverse engineer, decompile, disassemble, or otherwise derive or attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Services, except to the extent permitted by law.

• Access or use the Services to build a similar or competitive product or service.

• Access the Services using any third-party automated program for downloading data, reports, files, or other information, or using any third-party deep learning, machine learning, automated decision-making, artificial intelligence algorithm, program, product, software, or technology.

• Upload, submit, transmit, store, or otherwise make available any Customer Data for which you do not have all rights, consents, permissions, notices, legal bases, and authorizations required for Cytek to process and use such Customer Data as described in these Terms of Use.

• Upload, submit, transmit, store, or otherwise make available protected health information, sensitive personal information, biometric identifiers, genetic data, payment card data, data concerning minors, export-controlled data, or other regulated data unless Cytek has expressly authorized such data in writing and any required supplemental agreement is in effect.

13. Monitoring and Enforcement; Termination

We have the right to:

• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

• Terminate or suspend your access to all or part of the Services for any or no reason, including, without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone accessing or using the Services. YOU WAIVE AND HOLD HARMLESS CYTEK AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

14. Term; Termination; Effect of Termination

These Terms of Use begin on the date you first access the Services and remain in effect unless earlier terminated in accordance with these Terms of Use. Unless otherwise stated in the applicable Purchase Order, each Purchase Order begins on its effective date and continues for one (1) year at Cytek’s then-current pricing for the Services, and thereafter automatically renews for additional one-year terms unless either party gives written notice of non-renewal at least sixty (60) calendar days before the expiration of the then-current term.

Cytek may terminate these Terms of Use or any applicable Purchase Order if Cytek terminates the Services, and in that event you will receive a pro rata refund of any unused prepaid Fees. Either party may terminate these Terms of Use or an applicable Purchase Order upon notice if the other party materially breaches these Terms of Use or the applicable Purchase Order and does not cure the breach within thirty (30) calendar days after receiving notice of the breach.

Without limiting any other provision of these Terms of Use, Cytek may, in its sole discretion and without notice or liability, deny access to or use of the Services, including by blocking certain IP addresses, if Cytek believes a person is in breach of these Terms of Use or applicable law or regulation, including any representation, warranty, or covenant in these Terms of Use. Cytek may terminate your use of or participation in the Services or delete your account and any content or information you posted at any time, without warning, in Cytek’s sole discretion, if Cytek considers that you have breached, or are likely to breach, these Terms of Use.

Upon termination or expiration of these Terms of Use for any reason, all licenses granted by Cytek will immediately terminate, each party will comply with its obligations to return or destroy Confidential Information, and all amounts owed to Cytek will become immediately due and payable. Any provisions that by their nature should survive will survive, including provisions relating to definitions, restrictions, ownership, data rights and use, Open Source Software, fees and payments, disclaimers, limitation of liability, confidentiality, indemnification, termination, dispute resolution, waiver, severability, and miscellaneous terms.

15. Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.

The Services may include content provided by third parties, including materials provided by third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Cytek, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Cytek. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

16. Changes to the Services

We may update, modify, suspend, discontinue, replace, or remove any content, functionality, feature, integration, beta feature, artificial intelligence feature, or other part of the Services from time to time, and any of the material on the Services may be out of date at any given time. We are under no obligation to update any such material or to maintain any particular feature, integration, configuration, data format, or backward compatibility. We may establish or modify usage limits, storage limits, rate limits, eligibility requirements, technical requirements, and other controls for the Services in our sole discretion.

17. Information About You and Your Visits to the Services

All information we collect about you and your organization concerning your use of the Services is subject to our Privacy Policy.

18. Data Rights; Marketing; Enhanced Services

Definitions

“Customer Data” means any data, content, files, or other information that you or anyone acting through your account uploads, submits, stores, generates, or transmits through or in connection with the Services. Customer Data does not include Usage Data, Aggregated Data, or De-Identified Data.

“Usage Data” means telemetry, logs, metadata, analytics, performance data, and other technical information relating to your access to or use of the Services.

“Aggregated Data” means data that has been combined with other data or presented in statistical or summary form.

“De-Identified Data” means data that does not identify, and cannot reasonably be used to identify, you, any user, or any individual.

Ownership and License to Customer Data

As between you and Cytek, you retain ownership of Customer Data. You grant Cytek, its affiliates, and their respective service providers, contractors, and sublicensees a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, and transferable license to use Customer Data as necessary or useful to (a) provide, operate, secure, support, maintain, analyze, improve, and develop the Services; (b) provide support and account administration; (c) enforce these Terms of Use; (d) comply with applicable law; (e) prevent, detect, and remediate fraud, abuse, security incidents, or technical issues; and (f) as otherwise as described or authorized by you.

Usage Data, Aggregated Data, and De-Identified Data

Cytek may use Customer Data to create Usage Data, Aggregated Data, or De-Identified Data. To the fullest extent permitted by applicable law, Cytek may collect, create, use, retain, disclose, license, commercialize, and otherwise exploit Usage Data, Aggregated Data, and De-Identified Data for any lawful commercial purpose without restriction, notice, attribution, or compensation, including to analyze, benchmark, improve, develop, train, and test artificial intelligence, machine learning, analytics, models, products, and services. Cytek will not attempt to re-identify De-Identified Data except to test its de-identification measures or as otherwise permitted by applicable law. Usage Data, Aggregated Data, and De-Identified Data may be retained and used after termination or expiration of these Terms of Use.

Opt-In for Enhanced Services

You may opt in, including through a Purchase Order, administrative console, account setting, written instruction, or other mechanism Cytek makes available, to permit Cytek to use identifiable Customer Data to develop, train, improve, and provide artificial intelligence, machine learning, analytics, models, products, and services, including enhanced Services such as advanced analytics, benchmarking, automation, recommendations, personalization, and predictive insights. Cytek may condition the availability, quality, scope, pricing, or performance of any enhanced Services on such opt-in. Unless otherwise stated by Cytek, you may revoke your opt-in prospectively through the mechanism Cytek makes available, but revocation will not require Cytek to delete Aggregated Data, Usage Data, or De-Identified Data, or any models, outputs, learnings, or improvements generated before revocation, except as required by applicable law or a written agreement with Cytek.

Marketing Communications

Cytek may use Customer Data, Usage Data, De-Identified Data, or Aggregated Data to send advertisements, promotional messages, product recommendations, offers, surveys, and other marketing communications to you and your Authorized Users, subject to applicable law. You may opt out of marketing communications as described in those communications, but Cytek may still send transactional, service, security, legal, and administrative messages.

Your Responsibilities and Representations

You represent and warrant that you have provided all notices and obtained all rights, consents, and authorizations necessary for Cytek, its affiliates, and its service providers to collect, use, disclose, and process Customer Data and Usage Data as described in these Terms of Use, including for marketing communications, enhanced Services, and artificial intelligence and machine learning purposes. You are solely responsible for the accuracy, legality, and appropriateness of Customer Data and for your compliance with all applicable laws, regulations, and contractual obligations.

You agree that you will not upload, submit, transmit, or otherwise input into the Services any protected health information as defined under applicable law, or any other sensitive personal information, including but not limited to Social Security numbers, financial account numbers, biometric data, precise geolocation data, or information relating to a minor, unless Cytek has expressly agreed in writing to receive such data.

Third-Party Service Providers

Cytek may use affiliates, service providers, contractors, and other third parties to provide, host, secure, support, analyze, improve, and operate the Services and to process Customer Data on Cytek’s behalf.

Security

Cytek will use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data in its possession or control. You are responsible for configuring the Services, managing account permissions, maintaining credential security, controlling the Customer Data you submit, and maintaining any backup of Customer Data that you require. No cloud service or internet transmission can be guaranteed to be secure, uninterrupted, or error-free.

AI and Enhanced Features

If the Services include artificial intelligence, machine learning, analytics, benchmarking, recommendations, automation, or other enhanced features, you acknowledge that such features may generate incomplete, inaccurate, or unsuitable results and are not a substitute for human review or professional judgment. You are responsible for reviewing, validating, and determining whether to rely on any outputs generated by the Services.

19. Data Sharing; Subscription Responsibility

Certain features of the Services may enable you to share or transfer results, analyses, data, information, or materials, including Customer Data, with other users of the Services (“Shared Data”). By sharing or transferring Shared Data, you represent, warrant, and covenant that you have all necessary rights, consents, and approvals to do so, agree that the recipient has the right to receive and use the Shared Data, and acknowledge that you may lose control of or access to Shared Data or related reports once they have been shared or transferred.

You are solely responsible for selecting and purchasing the appropriate paid subscription based on your intended use, scope, and needs. If Cytek determines, in its sole discretion, that you have purchased a subscription that is incorrect or misaligned with your intended use, Cytek may immediately terminate the affected subscription upon written notice, and no refund or credit will be due for that termination.

20. Confidentiality

“Confidential Information” means nonpublic information of a party that is identified as confidential or that the receiving party knows or should know is confidential or proprietary. The Services, Usage Data, Aggregated Data, De-Identified Data, enhancements and improvements to the Services, and pricing for the Services are Cytek’s Confidential Information, and Customer Data is your Confidential Information.

The receiving party will not use or disclose the disclosing party’s Confidential Information except as expressly permitted by these Terms of Use. The receiving party will limit access to Confidential Information to Authorized Users or personnel with a need to know who are bound by confidentiality obligations no less restrictive than those set forth in these Terms of Use and have been informed of the confidential nature of the information. The receiving party will protect Confidential Information in the same manner that it protects its own similar proprietary information, but in no event using less than reasonable care.

At the disclosing party’s request or upon termination or expiration of these Terms of Use, the receiving party will return or destroy copies of Confidential Information that it does not have a continuing right to use and, upon request, certify compliance, except that the receiving party need not destroy computer files stored securely under standard automatic backup or archival procedures or retained as required by law. If an Authorized User’s individual account terminates or the Authorized User ceases to be affiliated with you while your account remains in effect, Cytek will, upon written request, take reasonable steps to deactivate the Authorized User’s account, and associated data or Confidential Information may be retained and made accessible to you in accordance with Cytek’s standard data retention practices unless otherwise required by these Terms of Use or your written instructions.

Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving party, lawfully provided by a third party without confidentiality obligations, already known by the receiving party without confidentiality obligations, or independently developed without access to the Confidential Information. The receiving party may disclose Confidential Information as necessary to enforce rights under these Terms of Use or as required by law or court or administrative order, provided that, to the extent legally permissible, the receiving party promptly notifies the disclosing party and cooperates if the disclosing party seeks a protective order.

21. Linking to the Services

You may link to our Services, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. You must not frame, embed, or display the Services or any portion of it on other sites, applications, or any other platform that implies affiliation with Cytek, obscures our branding or attribution, or could confuse users as to the source of the content. We reserve the right to require removal of any link or frame at any time, and you agree to promptly comply with any such request.

22. Links from the Services

If the Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the links provided through the Services, you do so entirely at your own risk and subject to the terms and conditions made available through such links.

23. Geographic Restrictions

The owner of the Services is based in the state of California in the United States. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

24. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.

YOUR USE OF THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CYTEK NOR ANY PERSON ASSOCIATED WITH CYTEK MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER CYTEK NOR ANYONE ASSOCIATED WITH CYTEK REPRESENTS OR WARRANTS THAT THE SERVICES, ITS CONTENT OR ANY PRODUCTS OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

CYTEK HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

25. No Recommendations; Regulatory Matters

Cytek does not warrant that use of the Services will obtain any particular results. Any results, recommendations, outputs, or conclusions generated through the Services are for your information only and should not be treated as a substitute for your own counsel, examination, review, or validation. Cytek does not promise or guarantee that any recommendations are accurate, complete, will meet your present or future needs, or will produce positive or specific results. You remain solely responsible for validating and deciding whether to rely on any such recommendations, results, outputs, or conclusions.

Unless Cytek expressly states otherwise in writing, the Services do not have approval from the United States Food and Drug Administration or any equivalent non-U.S. regulatory agency for diagnostic, clinical, or other regulated use. Cytek makes no representation or warranty that the Services are approved, suitable, validated, safe, or effective for clinical or diagnostic use or any other use requiring compliance with laws, regulations, or governmental policies concerning medical devices, laboratory tests, or similar matters. If you use the Services for a purpose that subjects you, your customers, or the Services to regulatory requirements, you are solely responsible for obtaining any required approvals and ensuring compliance with applicable laws, regulations, and policies.

26. Limitation on Liability

IN NO EVENT WILL CYTEK, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY SERVICES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF, OR UNAUTHORIZED ACCESS TO OR DISCLOSURE OF, DATA, CUSTOMER DATA, USAGE DATA, OR AI, ANALYTICS, BENCHMARKING, RECOMMENDATION, AUTOMATION, OR ENHANCED SERVICES OUTPUTS, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Without limiting the foregoing, the maximum liability of Cytek arising out of or in any way connected to these Terms of Use or the Services will not exceed the Fees paid by you to Cytek for the Services during the twelve (12) months preceding the act, omission, or occurrence giving rise to the liability. In no event will Cytek’s suppliers have any liability arising out of or in any way connected to these Terms of Use or the Services.

The limitations of liability in these Terms of Use will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the Services have been offered and these Terms of Use entered into in reliance on these limitations of liability and that such limitations form an essential basis of the bargain between the parties.

27. Indemnification

You agree to defend, indemnify and hold harmless Cytek, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, any use of the Services’ content, services and products other than as expressly authorized in these Terms of Use, your use of any information obtained from the Services, Customer Data, any allegation that Customer Data or Cytek’s processing or use of Customer Data as authorized by you violates applicable law or any third-party right, your failure to provide required notices or obtain required consents, permissions, opt-ins, legal bases, or authorizations, your upload or processing of regulated or sensitive data in violation of these Terms of Use, or your use of any artificial intelligence, analytics, benchmarking, recommendation, automation, or enhanced Services output.

28. Governing Law and Jurisdiction

All matters relating to the Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in the State of California, County of Alameda, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

29. Arbitration

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, You and Cytek agree to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration.

Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to your USE OF THE SERVICES will be resolved exclusively and finally by binding arbitration. YOU AND CYTEK AGREE THAT A “CLAIM” SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION FOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; OR (4) TRADEMARK INFRINGEMENT OR DILUTION.

Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with AAA Commercial Arbitration Rules then in effect (the “AAA Rules”), except as modified by this section. (The AAA Rules are available at https://www.adr.org/rules-forms-and-fees/commercial/.) If there is a conflict between the AAA Rules and these Terms of Use, these Terms of Use shall govern. You agree that, by agreeing to these Terms of Use, the Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

You may elect to opt out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings in this section by sending an e-mail to cloudsupport@cytekbio.com, with a copy to legal@cytekbio.com within thirty (30) calendar days of your initial agreement to these Terms of Use that specifies: (1) your name; (2) your mailing address; and (3) your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this section. In the event that you opt out consistent with the procedures set forth above, all other terms of this section shall continue to apply.

Notwithstanding any provision in these Terms of Use to the contrary, you and Cytek agree that if Cytek makes any material amendments to the dispute resolution procedure and class action waiver provisions in these Terms of Use, Cytek will notify you and you will have thirty (30) calendar days from the date of notice to affirmatively opt out of any such amendments by sending an e-mail to cloudsupport@cytekbio.com, with a copy to legal@cytekbio.com that includes: (1) your name; (2) your mailing address; and (3) your request to opt out of such amendments. If you affirmatively opt out of any future amendments, you are agreeing that you will arbitrate any Claim between us in accordance with the language of this section as stated in these Terms of Use, without any of the proposed amendments governing. If you do not affirmatively opt out of any future amendments, you will be deemed to have consented to any such future amendments.

If you seek arbitration or elect to file a small claim court action, you must first send Cytek, by certified mail, a written notice of your claim (a “Notice”) to Cytek at Cytek Biosciences, Inc., 47215 Lakeview Blvd., Fremont, CA 94538, Attn: Legal. If Cytek initiates the arbitration, it will send such Notice to you at your address on file. A Notice, whether sent by you or Cytek, must: (1) describe the nature and basis of the claim or dispute; and (2) describe the specific relief sought (the “Demand”). If you and Cytek do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Cytek may commence an arbitration proceeding or file a claim in small claims court. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

If we are unable to resolve the claim within sixty (60) calendar days after the Notice is received, you may commence arbitration with AAA at https://www.adr.org/file-a-case/. If you are required to pay a filing fee, after Cytek receives the notice at the address listed below that you have commenced arbitration, Cytek will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US $10,000, in which event you will be responsible for the filing fees.

You agree to an arbitration on an individual basis. In any dispute, neither you nor Cytek will be entitled to join or consolidate claims by or against other customers in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If you are represented by counsel and/or a law firm who alone, or acting in coordination with other counsel / law firm(s), represent a total of twenty-five (25) or more claimants seeking to assert similar demands against Cytek or Related Parties (as defined by AAA Mass Arbitration Supplementary Rules), the AAA Mass Arbitration Supplementary Rules shall apply. The arbitrator is authorized to award all relief, and only that relief, available under applicable law (i.e., the relief that would have been available to the parties had the dispute been heard in court), subject to these Terms of Use. Any exchange of information will adhere to the AAA Rules. The arbitrator’s award will consist of a written statement providing for the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. For more information, review the AAA website. You or Cytek may seek an interim or preliminary relief from a court of competent jurisdiction, necessary to protect its rights or property pending the completion of arbitration.

This arbitration clause shall survive the termination of these Terms of Use. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be as set forth above.

30. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

31. Waiver and Severability

No waiver by Cytek of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Cytek to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

32. Miscellaneous

You will not export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Cytek or any products utilizing such data in violation of United States export laws or regulations. You will always comply with all international and domestic laws, ordinances, regulations, and statutes applicable to your purchase and use of the Services, Results, and Documentation. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Use.

You may not assign, subcontract, delegate, or otherwise transfer these Terms of Use or any rights or obligations under them without Cytek’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing is null and void. Cytek may freely assign or transfer these Terms of Use, including any rights, obligations, or licenses granted under them, without your consent. These Terms of Use are binding upon the parties and their respective successors and permitted assigns.

Any delay in performance of duties or obligations, other than payment of Fees, will not be considered a breach if caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the affected party’s control, provided the affected party uses reasonable efforts under the circumstances to notify the other party of the cause of the delay and resume performance as soon as possible. The relationship between you and Cytek is that of independent contractors, and neither party is a representative or partner of the other or has authority to act on behalf of the other.

All notices required or permitted under these Terms of Use must be delivered in writing. Notices to Cytek must be sent by e-mail to cloudsupport@cytekbio.com, with a copy to legal@cytekbio.com. Notices to you may be sent to the account or billing contact information associated with your account or applicable Purchase Order. Notices relating to breaches or termination must also be sent in writing to the other party at the applicable address by courier, certified or registered mail, or nationally recognized express mail service. Each party may change its notice e-mail address or physical address by giving notice of the change to the other party.

33. Entire Agreement

The Terms of Use constitute the sole and entire agreement between you and Cytek with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

34. Data Deletion

Upon the expiration or termination of your subscription to the Services, Cytek will retain your Customer Data, including any User Results (collectively, “Your Data”), for a period of ninety (90) days (the “Retention Period”). During the Retention Period, you may request a copy of Your Data by contacting Cytek at cloudsupport@cytekbio.com.

Following the expiration of the Retention Period, Cytek will permanently delete or destroy Your Data in accordance with its standard data disposal procedures, unless: (a) you have submitted a written request to Cytek prior to the expiration of the Retention Period to extend retention or retrieve Your Data; (b) Cytek is required to retain such data by applicable law, regulation, or legal process; or (c) Cytek reasonably determines that retention is necessary to resolve any pending disputes, enforce these Terms of Use, or protect its legal rights.

Any request to extend the Retention Period or retrieve Your Data must be directed to Cytek by e-mail at cloudsupport@cytekbio.com, with a copy to legal@cytekbio.com. Cytek will use commercially reasonable efforts to accommodate such requests but reserves the right to charge reasonable fees for data retrieval or extended storage beyond the standard Retention Period.

Cytek shall have no liability to you or any third party for the deletion of Your Data following the expiration of the Retention Period in accordance with this section

35. Your Comments and Concerns

The Services are provided Cytek Biosciences, Inc., 47215 Lakeview Blvd, Fremont, CA 94538. All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to cloudsupport@cytekbio.com, with a copy to legal@cytekbio.com.

Previous Terms: Cytek Cloud Terms of Use (2025.09)