LAB BELAY TERMS OF SERVICE Last Updated: February 12, 2026
1. ACCEPTANCE OF TERMS AND GOVERNING CONTRACT These Terms of Service ("Terms") constitute a legally binding agreement between you (the "User", "you", or "yours") and Lab Belay LLC ("Company", "we", "us", or "our") governing your use of the LabBelay software platform, website, and related services (collectively, the "Service").
1.1 Commercial Contract Requirement: The Service is a business-to-business (B2B) platform. To access and use the Service, you must be an authorized User covered under a valid, active commercial SaaS Services Agreement (the "Contract") executed between the Company and the commercial entity you represent (the "Customer").
1.2 Arbiter of Disagreements: The Contract sets the standard for the use of the Service. In the event of any conflict, inconsistency, ambiguity, or disagreement between these Terms (or the Privacy Policy) and the Contract, the terms, conditions, and definitions of the Contract shall act as the ultimate arbiter and shall strictly govern and control. By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and the applicable Contract. If you do not agree to these Terms, or if you are not authorized under a valid Contract, you must not access or use the Service.
2. AGE RESTRICTION AND DATA COLLECTION
2.1 Age Restriction: The Service is strictly for commercial and professional use. You represent and warrant that you are at least thirteen (13) years of age. No individual under the age of 13 is permitted to access or use the Service under any circumstances.
2.2 Data Collection: As detailed in our Privacy Policy, the Company strictly limits the collection of personal information from Users to what is necessary for login, authentication, and communication purposes.
3. DEFINITIONS For purposes of these Terms, the following definitions apply: “Service” means the LabBelay web application, including all features, functionality, BeakerAI, and content provided through the platform. “Customer” means the legal entity with a valid Contract for the Service. "Customer Data" means all data, content, and information submitted, uploaded, or generated by Customer through use of the Service, subject to the confidentiality terms of the Contract. "User" means any individual authorized by Customer to access and use the Service under Customer's subscription. "Contract" means the separate SaaS Services Agreement executed between Customer and Company that governs the commercial relationship.
4. LICENSE GRANT AND RESTRICTIONS
4.1 License Grant: Subject to your compliance with these Terms and the Customer's payment of applicable fees under the Contract, Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your organization's internal business purposes.
4.2 License Restrictions: You may not, and may not permit others to: Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service. Modify, adapt, translate, or create derivative works based on the Service. Remove, alter, or obscure any proprietary notices on the Service. Use the Service for any purpose other than as expressly permitted by these Terms and the Contract. License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Service. Access the Service to build a competitive product or service.
4.3 Acceptable Use: You agree to use the Service in compliance with all applicable laws and regulations. You may not use the Service to transmit unlawful content, impersonate others, or interfere with other Users' enjoyment of the Service.
5. PILOT PROGRAM TERMS If your Customer organization is participating in a pilot program, the Service is provided for non-productive evaluation use as detailed in the Contract. During the pilot period, you acknowledge that the Service may experience disruptions, downtime, or unannounced changes. The Company retains full ownership of all features, functionality, and code developed during the pilot, including those inspired by user feedback, while the Customer retains ownership of Customer Data as defined in the Contract.
6. ARTIFICIAL INTELLIGENCE DISCLAIMERS
6.1 BeakerAI Capabilities: BeakerAI is an artificial intelligence system integrated into LabBelay that provides access to biotech-focused information, protocols, and documents. BeakerAI may use third-party artificial intelligence services to process inputs and generate outputs.
6.2 Information Quality and Professional Judgment: Disagreements can occur between experienced professionals regarding scientific methods. BeakerAI provides access to documents and information created by professionals, but is not itself an experienced professional. BeakerAI may generate responses containing errors, omissions, or information that requires contextual interpretation. You must use professional judgment and verify all AI output before implementation.
6.3 Professional Responsibility: BeakerAI does not replace professional expertise or consultation. You remain solely responsible for evaluating the applicability and accuracy of information, making decisions regarding laboratory procedures, and ensuring regulatory compliance. Company makes no representations or warranties regarding the accuracy, reliability, or completeness of BeakerAI output.
7. HEALTH, SAFETY, AND EMERGENCY DISCLAIMERS
7.1 Emergency Situations: The Service is an informational tool designed to support laboratory operations. It is not designed, intended, or authorized for use in emergency situations, nor is it a substitute for safety training or established emergency response procedures. In an emergency, contact appropriate emergency services immediately.
7.2 Safety Decision Making: You should not rely solely on the Service for decisions regarding chemical exposure, personal protective equipment (PPE) requirements, hazardous materials handling, or medical situations. All safety-critical decisions should be made by qualified safety professionals following established institutional protocols and official Safety Data Sheets (SDS).
7.3 Disclaimer of Liability: Company disclaims all liability for any injury, illness, death, or property damage arising from reliance on the Service for health or safety decisions without proper professional oversight and verification.
8. DATA PRIVACY AND SECURITY
8.1 Privacy Policy: Our collection and use of personal information is described in our Privacy Policy. By using the Service, you consent to our data practices as described therein.
8.2 Customer Data: Ownership, security, and processing of Customer Data (including Proprietary Customer Data) are strictly governed by Article 3 of the Contract.
9. INTELLECTUAL PROPERTY Company retains all rights, title, and interest in and to the Service, including all software, technology, Operational Data (as defined in the Contract), trained AI models, and other intellectual property. If you provide Company with any suggestions or feedback regarding the Service ("Feedback"), you grant Company an unrestricted, perpetual, royalty-free license to use, commercialize, modify, and incorporate the Feedback into the Service and Company’s products without compensation or attribution.
10. WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL BE STRICTLY LIMITED AND GOVERNED BY THE LIMITATION OF LIABILITY PROVISIONS OF THE CONTRACT.
11. GOVERNING LAW AND DISPUTES Consistent with the Contract, these Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any claims or disputes under these Terms shall be resolved by final, binding and confidential arbitration before a single arbitrator via Zoom conducted under the Judicial Arbitration and Mediation Services (JAMS) Streamlined Arbitration Rules & Procedures, as outlined in the Contract.
12. CONTACT INFORMATION For technical support or questions about these Terms, please contact: Lab Belay LLC Email: support@labbelay.bio Website: labbelay.bio