LAB BELAY TERMS OF SERVICE

Last Updated: September 4, 2026
Effective Date: September 4, 2026

Welcome to Lab Belay. These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Lab Belay LLC, a Delaware limited liability company with its principal place of business at 78 W Sharpnack St, Philadelphia, PA 19119 (“Company,” “Lab Belay,” “we,” “us,” or “our”).

These Terms govern your access to and use of the Lab Belay website located at labbelay.bio (the “Site”), the web-based laboratory operations management platform, the BeakerAI artificial intelligence assistant and biotech workflow engine, associated APIs, software applications, and any in-facility Lab Belay Stations or Belay Devices (collectively, the “Service” or “Services”).

BY ACCESSING OR USING THE SERVICES, CLICKING “I AGREE,” CREATING AN ACCOUNT, OR PURCHASING A SUBSCRIPTION, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY, ACADEMIC INSTITUTION, RESEARCH LABORATORY, OR OTHER LEGAL ENTITY (THE “CUSTOMER”), YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AUTHORIZED USERS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

1. ACCEPTANCE OF TERMS AND DUAL-TRACK CONTRACTING ARCHITECTURE

1.1 Scope and Application

These Terms govern direct self-service subscriptions, online account creation, pilot evaluations, and access to all online tiers of the Service.

1.2 Enterprise Service Contract Precedence (Dual-Track Model)

The Service is designed as a specialized business-to-business (B2B) and institutional laboratory management platform.

If your organization has executed a separate, written commercial SaaS Services Agreement, Master Subscription Agreement, or Order Form signed by an authorized representative of Lab Belay (an “Enterprise Contract”), the terms and conditions of that Enterprise Contract shall govern and control over any inconsistent, ambiguous, or conflicting provision in these online Terms.
In the absence of an executed Enterprise Contract, these online Terms (together with our Privacy Policy and any applicable online order confirmation or checkout form) constitute the complete and exclusive binding contract governing your subscription and use of the Service.

2. ELIGIBILITY, ACCOUNTS, AND ACCESS CONTROL

2.1 Eligibility and Commercial Purpose

The Service is intended strictly for use by commercial entities, biotechnology enterprises, pharmaceutical companies, academic and clinical research institutions, and individual professional researchers. The Service is not directed to consumers or individuals under eighteen (18) years of age. You represent and warrant that you are at least 18 years of age and legally competent to enter into these Terms.

2.2 Account Registration and Security

To access the Service, you must register for an account by providing accurate, current, and complete information, including a valid business or institutional email address. You agree to:

Maintain and promptly update your account information.
Maintain the confidentiality and security of your login credentials and administrative access keys.
Promptly notify Lab Belay at support@labbelay.bio if you discover or suspect any unauthorized access to or security breach of your account.
Accept full responsibility for all activities, actions, and transactions occurring under your account or credentials, whether or not authorized by you.

2.3 Organizational Accounts and Administrative Controls

If you create an account on behalf of an organization, you may designate administrative users (“Admins”) and authorized team members (“Authorized Users”). Admins possess the authority to provision, configure, monitor, manage, and terminate user accounts, permissions, bench assignments, and laboratory workspaces within the Customer’s organization. The Customer is responsible for ensuring all Authorized Users comply with these Terms.

3. SUBSCRIPTIONS, BILLING, AND CANCELLATION

3.1 Subscription Plans and Tiers

Lab Belay offers various self-service subscription plans (e.g., Free Trial, Starter, Professional, Team, and Enterprise Tiers). The specific features, storage quotas, seat allowances, BeakerAI query limits, and hardware allocations for each plan are detailed on our Site or within your account management console.

3.2 Free Trials and Pilot Evaluations

We may offer free trial subscriptions or designated pilot evaluation periods (“Pilot Period”). Unless otherwise specified:

Pilot and trial access is provided strictly for non-productive evaluation and workflow assessment purposes.
Free trials are provided strictly “AS IS” without warranties, service level commitments, or indemnity of any kind.
At the conclusion of a Pilot Period, unless cancelled prior to expiration, your subscription will automatically convert to the selected paid subscription tier at the prevailing rate.

3.3 Fees, Payment Processing, and Taxes

Billing Frequency: Subscription fees are billed in advance on a recurring monthly or annual basis, as selected at checkout.
Payment Method: You must provide a valid credit card or approved electronic payment method. Payment processing is handled by our third-party payment processor (e.g., Stripe). By submitting your payment information, you authorize Lab Belay and its payment processors to charge all applicable subscription fees and renewals to that payment method.
Taxes: All fees are exclusive of applicable federal, state, local, or foreign sales, use, value-added (VAT), excise, or withholding taxes. Customer is responsible for paying all applicable taxes associated with its purchases, excluding taxes based on Lab Belay’s net income.
Delinquency and Suspension: If payment fails or is past due, Lab Belay reserves the right to suspend or restrict access to the Services until all outstanding amounts are paid in full. Past due balances may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law.

3.4 Auto-Renewal and Cancellation

Auto-Renewal: Subscriptions automatically renew for successive terms of equal duration (e.g., month-to-month or year-to-year) unless cancelled at least five (5) business days prior to the end of the current billing cycle.
Cancellation: You may cancel your subscription at any time via your account settings dashboard or by contacting support@labbelay.bio. Cancellation will take effect at the conclusion of your current paid billing period.
Refund Policy: Except as expressly provided herein or required by applicable law, all payments and fees are non-refundable and non-creditable.

4. RESTRICTIONS AND ACCEPTABLE USE POLICY (AUP)

4.1 Prohibited Conduct

You agree that you will not, and will not permit any third party to, directly or indirectly:

Reverse engineer, decompile, disassemble, translate, or otherwise attempt to discover the source code, object code, underlying algorithms, model architectures, or internal know-how of the Services, BeakerAI, or associated hardware firmware.
Modify, adapt, translate, or create derivative works based upon the Services or any software components thereof (except as expressly authorized in writing by Lab Belay).
Resell, sublicense, distribute, lease, rent, timeshare, or operate the Services as a service bureau for the benefit of third parties.
Access or use the Services to build a competitive product, service, benchmark, or machine learning model.
Scrape, crawl, extract, harvest, or bulk-download data, algorithms, or content from the Services using automated scripts, bots, spiders, or scrapers.
Circumvent, disable, or tamper with any security features, license keys, rate limits, access controls, or usage filters.
Introduce or transmit any viruses, worms, Trojan horses, ransomware, spyware, or other malicious code through the platform.
Use the Service to store, process, or transmit material in violation of third-party intellectual property, privacy, or trade secret rights.
Remove, alter, or obscure any proprietary, copyright, trademark, patent, or confidentiality notices from the Services or documentation.

4.2 Export Controls and Sanctions Compliance

The Services, software, and underlying technology are subject to United States export control and economic sanctions laws, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce and sanctions administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You represent and warrant that:

You and your Authorized Users are not located in, organized under the laws of, or resident in any country or territory subject to comprehensive U.S. sanctions (e.g., Cuba, Iran, North Korea, Syria, or the Crimea/Donetsk/Luhansk regions of Ukraine).
You are not listed on any U.S. Government list of prohibited or restricted parties (including the Specially Designated Nationals and Blocked Persons List).
You will not export, re-export, transfer, or release the Services or technical data in violation of applicable laws.

4.3 Government Commercial Items (FAR/DFAR)

As defined in 48 C.F.R. § 2.101, the software and documentation are “commercial computer software” and “commercial computer software documentation.” Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202-1 through 227.7202-4, any use, reproduction, release, performance, display, or disclosure by the U.S. Government shall be governed solely by these Terms.

5. CUSTOMER DATA, CONFIDENTIALITY, AND PROPRIETARY RIGHTS

5.1 Proprietary Customer Data Defined

“Proprietary Customer Data” means information or data directly supplied or uploaded by Customer or its Authorized Users to Lab Belay through the Services, consisting of:

Laboratory experiments, experimental plans, assays, protocols, or test procedures;
Compound structures, formulations, synthetic pathways, or chemical entities;
Biological sequences, genetic constructs, plasmids, or genomic information;
Target identification, assay validation, or screening data;
Preclinical, analytical, or scientific study data;
Proprietary laboratory research protocols, workflows, and bench configurations; or
Any data expressly designated by Customer in writing as proprietary scientific research or trade secrets at the time of disclosure.

“Customer Data” means, collectively, Proprietary Customer Data and any other data, files, inventory records, equipment logs, or content submitted by Customer through the Services, excluding Operational Data (as defined in Section 5.4).

5.2 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest (including all patent, copyright, trade secret, and other intellectual property rights) in and to all Customer Data and Customer Confidential Information. Lab Belay acquires no ownership interest in Customer Data.

5.3 License to Host and Process Customer Data

Customer grants Lab Belay a non-exclusive, worldwide, royalty-free license during the term of your subscription to host, copy, store, transmit, format, and process Customer Data solely to the extent necessary to provide, maintain, support, troubleshoot, and deliver the Services to Customer in accordance with these Terms.

5.4 Operational Data and Telemetry

Lab Belay collects and analyzes data relating to the provision, performance, and usage of the Services, including system logs, telemetry, error reports, platform usage metrics, feature utilization statistics, and administrative metadata. Where such data incorporates or is derived from Customer Data, Lab Belay applies industry-standard de-identification and aggregation procedures to remove:

All personal identifying information (PII);
Customer’s name, brand, trademarks, and organizational identifiers; and
Any information that could reasonably identify or reconstruct Customer’s Confidential Information or Proprietary Customer Data.

The resulting aggregated, anonymized data (“Operational Data”) does not identify Customer or any individual. Customer grants Lab Belay a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and analyze Operational Data to maintain, optimize, enhance, secure, and develop Lab Belay’s products, services, algorithms, and offerings.

5.5 Lab Belay Intellectual Property

Lab Belay and its licensors retain all right, title, and interest in and to:

The Services, Site, software, user interfaces, documentation, APIs, and in-facility station hardware designs and firmware;
All improvements, enhancements, updates, bug fixes, or modifications to the foregoing;
All trained machine learning model weights, parameters, algorithms, prompts, tool pipelines, and system architectures developed by Lab Belay;
All Lab Belay trademarks, service marks, logos, and brand elements; and
All intellectual property rights worldwide in connection with the foregoing.

6. BEAKERAI AND ARTIFICIAL INTELLIGENCE TERMS

6.1 BeakerAI Functionality: Inputs and Outputs

The Service includes generative artificial intelligence, natural language querying, automated laboratory scheduling, protocol generation, and biotech workflow tools (collectively, “BeakerAI”).

“Input” means any text prompts, queries, parameters, protocol notes, chemical identifiers, or files submitted by you to BeakerAI.
“Output” means the text, protocol recommendations, workflow steps, summaries, scripts, or operational insights generated by BeakerAI in response to your Input.

6.2 Ownership and Rights in Outputs

Subject to your compliance with these Terms, Lab Belay assigns to Customer all its right, title, and interest (if any) in and to the Outputs generated specifically for Customer from Customer’s Inputs.

6.3 Similarity of Outputs

You acknowledge that generative AI models operate probabilistically. Due to the nature of machine learning algorithms, Outputs generated for you may be similar or identical to outputs generated independently for other users who submit identical or similar prompts. Lab Belay’s assignment of Output rights does not extend to outputs generated independently for other customers.

6.4 Model Training and AI Data Usage Policy

Lab Belay respects the proprietary nature of scientific research and personal privacy:

Personal Data Protected: In strict accordance with our Data Protection Addendum and Privacy Policy, Personal Data is never used to train, fine-tune, or develop artificial intelligence or machine learning models.
Inference Processing: When you submit Inputs to BeakerAI, your data is processed transiently for the purpose of generating Outputs (“Inference Processing”) and is not retained in model parameters.
Internal Service Improvement (De-Identified Only): As part of operating and optimizing the platform, Lab Belay may use de-identified and aggregated Customer Data (excluding Personal Data and stripped of all customer identifiers, proprietary scientific discoveries, and confidential formulations) to evaluate model performance, fine-tune domain-specific laboratory workflow models, and enhance BeakerAI capabilities.
Third-Party AI Sub-processors: To provide advanced AI capabilities, Lab Belay may transmit Inputs to trusted third-party enterprise AI providers (e.g., enterprise cloud API endpoints). All such third-party providers are bound by strict pass-through data protection and confidentiality agreements prohibiting them from using your Inputs or Outputs to train their public foundation models. Lab Belay maintains an up-to-date list of current third-party sub-processors and AI service providers, which is available to Customer upon written request to support@labbelay.bio.

7. BIOTECH, LABORATORY SAFETY, AND AI DISCLAIMERS

7.1 AI Accuracy, Hallucination, and Scientific Validation Disclaimer

ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING FEATURES (INCLUDING BEAKERAI) ARE EXPERIMENTAL, PROBABILISTIC TECHNOLOGIES. BEAKERAI IS NOT A SUBSTITUTE FOR QUALIFIED HUMAN SCIENTIFIC EXPERTISE, LABORATORY SUPERVISION, OR PROFESSIONAL JUDGMENT.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

OUTPUTS MAY CONTAIN ERRORS, OMISSIONS, FABRICATIONS, HALLUCINATIONS, OR SCIENTIFICALLY INACCURATE CALCULATIONS, CONCENTRATIONS, REAGENT RECOMMENDATIONS, OR PROTOCOL STEPS.
LAB BELAY DOES NOT WARRANT OR GUARANTEE THE CORRECTNESS, SAFETY, ACCURACY, REPRODUCIBILITY, OR COMPLETENESS OF ANY AI-GENERATED OUTPUT.
YOU AND YOUR QUALIFIED LABORATORY PERSONNEL BEAR SOLE RESPONSIBILITY FOR REVIEWING, VALIDATING, CROSS-CHECKING, TESTING, AND INDEPENDENTLY CONFIRMING ALL OUTPUTS, RECIPES, CALCULATIONS, AND PROTOCOLS PRIOR TO EXECUTING ANY WORK IN A LABORATORY ENVIRONMENT OR RELYING ON THEM FOR EXPERIMENTAL PURPOSES.

7.2 Laboratory Safety, Chemical Hygiene, and Regulatory Compliance

THE SERVICES AND BEAKERAI ARE OPERATIONAL WORKFLOW, INVENTORY TRACKING, AND TASK MANAGEMENT AIDS ONLY. THE SERVICES DO NOT CONSTITUTE, REPLACE, OR SUPERSEDE AN ENVIRONMENTAL HEALTH AND SAFETY (EHS) OFFICER, CHEMICAL HYGIENE OFFICER, BIOSAFETY COMMITTEE, OR INSTITUTIONAL SAFETY PROTOCOL.

YOU AND THE CUSTOMER ASSUME FULL, EXCLUSIVE RESPONSIBILITY FOR:

Ensuring compliance with all applicable local, state, federal, and international occupational safety, environmental, chemical, and biological regulations (including OSHA standards, Chemical Hygiene Plans, EPA requirements, and hazard communication rules);
Determining and enforcing appropriate Biosafety Levels (BSL-1 through BSL-4) and containment standards for all biological materials, viral vectors, pathogens, or cell lines tracked or handled in your facility;
Maintaining proper licensing, registration, storage, chain-of-custody, and disposal for all hazardous materials, radioisotopes, toxic substances, and DEA-scheduled controlled substances;
The physical execution of all experiments, chemical handling, reagent mixing, equipment operation, and waste disposal in your laboratory facilities.

LAB BELAY EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY LABORATORY ACCIDENT, CHEMICAL EXPOSURE, SPILL, BIOHAZARD CONTAMINATION, PERSONAL INJURY, PROPERTY DAMAGE, OR REGULATORY PENALTY ARISING OUT OF OR RELATING TO LABORATORY OPERATIONS CONDUCTED IN CONNECTION WITH THE USE OF THE SERVICES.

7.3 Non-Medical and Research Use Only (RUO) Disclaimer

THE SERVICES, SITE, BEAKERAI, AND ASSOCIATED HARDWARE ARE DESIGNED AND INTENDED SOLELY FOR OPERATIONAL LABORATORY MANAGEMENT AND GENERAL SCIENTIFIC RESEARCH PURPOSES.

THE SERVICES ARE NOT FDA-CLEARED, FDA-APPROVED, OR CE-MARKED MEDICAL DEVICES, DIAGNOSTIC SOFTWARE, OR CLINICAL DECISION SUPPORT SYSTEMS. THE SERVICES MUST NOT BE USED FOR:

Clinical diagnosis, prognosis, prevention, or treatment of any disease, ailment, or medical condition;
Direct patient care or human medical decision-making; or
Any medical application requiring validated GxP, 21 CFR Part 11, or clinical certification, unless expressly agreed under an executed Enterprise Master Agreement.

8. IN-FACILITY STATIONS AND HARDWARE DEVICES

If your subscription includes physical hardware, such as in-facility Lab Belay Stations, Belay Devices, or sensor beacons (“Hardware”):

Title and Equipment: Unless explicitly purchased under a separate hardware bill of sale, all Hardware provided under a SaaS subscription remains the property of Lab Belay.
Permitted Use: You agree to install, operate, and maintain the Hardware strictly in accordance with Lab Belay’s documentation and safety guidelines within designated laboratory facilities.
Firmware License: Lab Belay grants you a limited, non-exclusive, non-transferable license to use the embedded firmware solely on and in conjunction with the Hardware during your active subscription term.
Laboratory and Bench Proximity Awareness: In-facility Belay Devices and Stations incorporate indoor location awareness and beacon sensor capabilities to determine bench-level proximity, workstation occupancy, and physical device interactions within your facility. Customer agrees that the Hardware and Services may collect and process indoor bench assignments, proximity events, and laboratory workstation telemetry strictly for operational laboratory purposes (such as automated workflow routing, bench scheduling, protocol handoffs, and task management). The Hardware does not collect GPS coordinates or track user locations outside your designated laboratory facilities.
Return of Hardware: Upon termination or expiration of your subscription, you agree to promptly decontaminate, securely package, and return all Hardware to Lab Belay in accordance with our return instructions.

9. WARRANTIES AND DISCLAIMERS

9.1 Mutual Representations

Each party represents and warrants that it has the legal power and authority to enter into these Terms.

9.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, SITE, BEAKERAI, HARDWARE, DOCUMENTATION, AND ALL OUTPUTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LAB BELAY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR ACCURACY.

LAB BELAY DOES NOT WARRANT THAT:

THE SERVICES OR BEAKERAI WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
DEFECTS OR SYSTEM BUGS WILL BE CORRECTED;
OUTPUTS OR DATA STORED ON THE PLATFORM WILL BE 100% ACCURATE, UNCORRUPTED, OR LOSS-PROOF; OR
THE SERVICES WILL MEET YOUR SPECIFIC SCIENTIFIC, REGULATORY, OR OPERATIONAL REQUIREMENTS.

10. INDEMNIFICATION

10.1 Customer Indemnification

You and Customer agree to defend, indemnify, and hold harmless Lab Belay, its affiliates, licensors, officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Customer Data, Inputs, or materials submitted by you to the Services;
Your violation of these Terms or our Acceptable Use Policy;
Your violation of any applicable federal, state, local, or international law, safety rule, or regulation;
Any laboratory operations, chemical handling, biological containment, or experimental procedures carried out in your facilities; or
Any claim that your use of the Services or Outputs infringed, misappropriated, or violated a third party's intellectual property, trade secret, or privacy rights.

10.2 Lab Belay Indemnification

Lab Belay will defend Customer against any third-party claim alleging that the unmodified Lab Belay software platform infringes a valid United States copyright or patent, and will indemnify Customer against damages finally awarded by a court of competent jurisdiction or agreed in settlement, provided Customer: (a) promptly gives Lab Belay written notice of the claim; (b) gives Lab Belay sole control of the defense and settlement; and (c) provides reasonable cooperation at Lab Belay's expense. This indemnity does not apply to claims arising from Customer Data, Inputs, third-party AI models, hardware misuse, or modifications not made by Lab Belay.

11. LIMITATION OF LIABILITY

11.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, SUPPLIERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA OR EXPERIMENTAL RESULTS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, BREACH OF SECTION 4 (ACCEPTABLE USE), OR WILLFUL MISCONDUCT:

IN NO EVENT SHALL LAB BELAY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, BEAKERAI, OR HARDWARE UNDER ANY LEGAL OR EQUITABLE THEORY EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO LAB BELAY UNDER THESE TERMS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR, FOR FREE TRIALS OR PILOT PERIODS, ONE HUNDRED U.S. DOLLARS ($100.00)).

12. TERM, SUSPENSION, AND TERMINATION

12.1 Term

These Terms commence on the date you first accept them or access the Service and remain in effect until all subscriptions have expired or been terminated.

12.2 Suspension

Lab Belay reserves the right to immediately suspend or throttle your access to the Services without prior notice if:

Your account is past due or subscription payment fails;
We reasonably believe your account has been compromised or is being used in violation of our Acceptable Use Policy;
Your usage poses an immediate security, operational, or legal risk to the Service, Lab Belay, or other users; or
Required by legal process or governmental authority.

12.3 Termination for Cause

Either party may terminate these Terms and any active subscription immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice thereof.

12.4 Effect of Termination and Data Retrieval

Upon termination or expiration of your subscription:

All rights and licenses granted to you under these Terms shall immediately cease.
You must cease all use of the Services and promptly return or decontaminate any Lab Belay Hardware.
You will have thirty (30) days from the effective date of termination to request an export of your Customer Data in standard format (e.g., CSV or JSON). After thirty (30) days, Lab Belay may securely delete or overwrite Customer Data in accordance with our data retention schedule and applicable law.
Sections 4, 5.2, 5.4, 5.5, 6, 7, 9, 10, 11, 13, and 14 shall survive any termination or expiration of these Terms.

13. DISPUTE RESOLUTION, GOVERNING LAW, AND BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

13.1 Governing Law

These Terms and all claims or disputes arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply.

13.2 Informal Dispute Resolution

Before initiating any arbitration or formal legal proceeding, you and Lab Belay agree to attempt in good faith to resolve any dispute, controversy, or claim informally for a period of at least thirty (30) days. The informal resolution process begins upon receipt of written notice describing the dispute sent to support@labbelay.bio (or to your account email address).

13.3 Binding Arbitration via JAMS

If the dispute is not resolved within the 30-day informal negotiation period, any claim, controversy, or dispute arising out of or relating to this Agreement, the Services, or the breach thereof shall be resolved by final, binding, and confidential individual arbitration administered by the Judicial Arbitration and Mediation Services (JAMS) under its Streamlined Arbitration Rules & Procedures (the “JAMS Rules”), available at http://www.jamsadr.com/rules-streamlined-arbitration/.

Arbitrator: The arbitration shall be conducted before a single, neutral arbitrator with commercial and technology software experience appointed in accordance with the JAMS Rules.
Remote / Virtual Proceedings: To ensure efficiency and minimize expense, all arbitration hearings and sessions shall be conducted remotely via Zoom or videoconference, unless the parties mutually agree otherwise in writing.
Enforceability: The arbitrator’s award shall be final, non-appealable, and binding upon the parties, and judgment thereon may be entered in any court of competent jurisdiction.
Equitable Relief Exception: Notwithstanding the foregoing, either party may seek emergency injunctive or provisional equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property, trade secret, or confidentiality rights.

13.4 Class Action and Representative Action Waiver

YOU AND LAB BELAY AGREE THAT ANY CLAIMS OR ARBITRATIONS SHALL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OF MULTIPLE PARTIES OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

13.5 Prevailing Party Attorney Fees

In any arbitration or legal proceeding to enforce rights or resolve disputes under these Terms, the prevailing party shall be entitled to recover from the non-prevailing party all its reasonable costs, expenses, and outside attorneys' fees incurred in connection with the proceeding.

14. MISCELLANEOUS

14.1 Entire Agreement

These Terms, together with the Privacy Policy, the Bonterms Data Protection Addendum (where applicable), and any online order confirmation, constitute the entire, final, and exclusive agreement between you and Lab Belay regarding the subject matter hereof, and supersede all prior or contemporaneous oral or written proposals, discussions, or agreements.

14.2 Modifications to Terms

Lab Belay reserves the right to modify or update these Terms at any time. If we make material modifications, we will provide at least thirty (30) days’ advance notice by sending an email to the primary administrative email address associated with your account or by posting a prominent banner within the platform. Your continued use of the Services after the effective date of the updated Terms constitutes your binding acceptance of the changes.

14.3 Severability and Waiver

If any provision of these Terms is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. No waiver of any breach or default under these Terms shall constitute a waiver of any subsequent breach or default.

14.4 Assignment

You may not assign, delegate, or transfer these Terms or any of your rights or obligations hereunder without the prior written consent of Lab Belay. Lab Belay may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.5 Force Majeure

Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, severe weather, war, terrorism, riots, labor strikes, embargoes, power grid outages, internet transit disruptions, or governmental actions.

14.6 Notices and Contact Information

All notices to Lab Belay must be in writing and sent by email to support@labbelay.bio or by registered mail to:

Lab Belay LLC
78 W Sharpnack St
Philadelphia, PA 19119
Attn: Legal & Operations Department
Email: support@labbelay.bio