Terms of Service

Table of Contents

1. Acceptance of Terms
2. Description of Services
3. User Accounts & Responsibilities
4. Acceptable Use Policy
5. Intellectual Property
6. Data Privacy
7. Payment Terms
8. Service Level Agreement
9. Limitation of Liability
10. Termination
11. Governing Law
12. Changes to Terms
13. Contact Information

1 Acceptance of Terms

By creating an account, clicking "I Agree," or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Services.

These Terms apply to all visitors, users, and others who access or use the Service, including administrators, laboratory staff, and any other personnel granted access through your organization's account.

2 Description of Services

LabZila provides a cloud-based Laboratory Information Management System (LIMS) platform that enables laboratories to:

• Manage and track laboratory samples throughout their lifecycle
• Record, store, and analyze test results and laboratory data
• Automate laboratory workflows and standard operating procedures
• Manage instrument integrations and data imports
• Maintain regulatory compliance records and audit trails
• Generate reports, certificates of analysis, and analytics
• Manage inventory, equipment, and personnel qualifications
• Provide API access for third-party integrations

We reserve the right to modify, update, or discontinue any feature or aspect of the Services at any time, with reasonable notice for material changes. We will not materially reduce the core functionality of your subscribed plan during your current subscription term without your consent.

3 User Accounts & Responsibilities

You are responsible for maintaining the security and confidentiality of your account credentials. Specifically, you agree to:

• Provide accurate, current, and complete registration information and keep it updated.
• Maintain the confidentiality of your account credentials and not share them with unauthorized individuals.
• Enable multi-factor authentication (MFA) for all administrator accounts as recommended.
• Promptly notify LabZila of any unauthorized access to or use of your account.
• Ensure that all users under your account comply with these Terms and applicable laws.
• Manage user access through role-based access controls provided within the platform.

You are liable for all activities that occur under your account, whether or not authorized by you. LabZila is not responsible for any loss or damage arising from your failure to comply with these security obligations. LabZila reserves the right to suspend or terminate accounts that violate these Terms or that show signs of unauthorized access.

4 Acceptable Use Policy

You agree not to use the Services to:

• Violate any applicable laws, regulations, or industry standards
• Upload, transmit, or store any content that is unlawful, harmful, or objectionable
• Attempt to gain unauthorized access to any part of the Services or its infrastructure
• Interfere with or disrupt the integrity or performance of the Services
• Reverse engineer, decompile, or disassemble any part of the Services
• Use the Services to develop a competing product or service
• Share account credentials with unauthorized third parties
• Transmit viruses, malware, or other harmful code through the Services
• Use automated means (bots, scrapers) to access the Services without prior written consent
• Circumvent any security measures, rate limits, or access controls implemented within the platform

LabZila reserves the right to investigate and take appropriate action against any violation, including suspension or termination of access without prior notice for severe violations.

5 Intellectual Property

The Services, including all software, code, algorithms, designs, documentation, trademarks, and other intellectual property, are and remain the exclusive property of LabZila and its licensors. These Terms do not grant you any rights to LabZila's intellectual property except the limited right to access and use the Services as described herein.

Your Data: You retain all ownership rights in the data, content, and materials you submit, upload, or input into the Services ("Customer Data"). LabZila does not claim ownership of Customer Data. You grant LabZila a limited, non-exclusive, worldwide license to use, process, store, and display Customer Data solely as necessary to provide and improve the Services.

Data Export: You may export your Customer Data at any time through the platform's built-in export tools. Upon termination of your subscription, you will have 90 days to export your data before it is permanently deleted.

Feedback: Any feedback, suggestions, or ideas you provide regarding the Services may be used by LabZila to improve the platform without obligation or compensation to you.

6 Data Privacy

Your privacy is important to us. Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Services, you consent to the collection and use of information as described in the Privacy Policy. Key commitments include:

• All data is encrypted in transit (TLS 1.2+) and at rest (AES-256)
• Data is stored in SOC 2 Type II certified data centers
• We do not sell, share, or monetize your data with third parties
• You may request data export or deletion in accordance with applicable regulations
• We comply with GDPR, CCPA, and other applicable data protection regulations

Aggregated Data: We may use anonymized, de-identified, and aggregated data derived from your use of the Services for analytics, benchmarking, and product improvement, provided that such data cannot reasonably be used to identify you or any individual.

For laboratory data subject to regulatory requirements (e.g., 21 CFR Part 11, GLP, GMP), LabZila provides features to support compliance, but ultimate responsibility for regulatory compliance rests with the customer.

7 Payment Terms

7.1 Subscription Plans

The Services are offered on a subscription basis. Subscription plans, pricing, and included features are described on our pricing page and in your order form. All prices are in U.S. dollars unless otherwise specified.

7.2 Billing & Payment

Subscription fees are billed in advance on a monthly or annual basis, as selected during registration. Payment is due upon invoice issuance. We accept major credit cards and ACH/wire transfers for annual plans. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

7.3 Price Changes

We may adjust pricing with at least 30 days' written notice prior to the start of your next renewal term. Price changes will not apply during your current subscription period. If you do not agree to the new pricing, you may cancel your subscription before the renewal date.

7.4 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying any sales, use, VAT, or similar taxes associated with your use of the Services.

7.5 Late Payments

If payment is not received within 15 days of the due date, we may suspend access to the Services until payment is received. Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. You are responsible for all costs of collection, including reasonable attorneys' fees.

8 Service Level Agreement (SLA)

LabZila commits to the following service levels for paid subscription plans:

If we fail to meet the 99.9% uptime commitment in any calendar month, affected customers may request service credits equal to 5% of that month's subscription fee for each additional 0.1% of downtime, up to a maximum of 30% of the monthly fee. Service credit requests must be submitted within 30 days of the affected month.

Enterprise customers may negotiate custom SLA terms with enhanced uptime guarantees and dedicated support. Real-time platform status is available via our status page.

9 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• IN NO EVENT SHALL LABZILA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.
• LABZILA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO LABZILA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
• THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

The foregoing limitations shall not apply to: (a) liability arising from LabZila's gross negligence or willful misconduct; (b) LabZila's indemnification obligations; or (c) any liability that cannot be excluded or limited under applicable law. You agree to indemnify, defend, and hold harmless LabZila from claims arising from your use of the Services, your violation of these Terms, or your Customer Data.

10 Termination

10.1 Termination by You

You may terminate your subscription at any time through your account settings or by contacting us. Termination will take effect at the end of your current billing period. No refunds will be provided for unused portions of prepaid subscription terms, except where required by applicable law.

10.2 Termination by LabZila

We may suspend or terminate your access to the Services immediately if: (a) you breach any material provision of these Terms; (b) your account is overdue for more than 30 days; (c) you engage in activity that poses a security risk or may cause harm to LabZila or other users; or (d) required by law or regulation.

10.3 Effect of Termination

Upon termination, your right to access and use the Services will cease immediately. You will have 90 days following termination to export your Customer Data, after which it will be permanently deleted from our systems and backups. Sections relating to intellectual property, limitation of liability, indemnification, and governing law shall survive termination.

11 Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms or the Services shall first be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved within 30 days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in San Francisco, California.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent irreparable harm.

12 Changes to Terms

LabZila reserves the right to update or modify these Terms at any time. When we make material changes, we will:

• Update the "Last Updated" date at the top of this page
• Notify you via email or through a prominent notice within the Services at least 30 days before the changes take effect
• Provide a summary of the key changes

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree with the changes, you must stop using the Services and cancel your subscription before the changes take effect.

Additional general provisions: (a) Entire Agreement -- these Terms, the Privacy Policy, and any order forms constitute the entire agreement. (b) Severability -- if any provision is held invalid, the remaining provisions continue in full force. (c) Waiver -- no waiver of any term shall be deemed a further or continuing waiver. (d) Assignment -- you may not assign these Terms without our prior written consent. (e) Force Majeure -- neither party shall be liable for delays resulting from causes beyond its reasonable control.