LabKey Terms and Conditions of Service

These Terms of Service together with any other terms and policies referenced herein, as amended from time to time, constitute a legally binding agreement as of the Effective Date (as defined below) and govern your access to and use of labkey.io and any related websites owned or operated by labkey.io and your use of and registration with the labkey.io Service (defined below) through the Sites, a mobile application or any other means. These Terms are between Business Research srl (viale della Navigazione Interna 51/A Padova Italia) (“ labkey ”, “ labkey.io ”, “ we ” or “ our ”) and you, either individually or on behalf of your employer or any other entity you represent (“ you ” or “ your ”). Labkey.io may use its affiliates and third-party service providers to process and/or collect payment from you. If you represent your employer or another entity, you represent that you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and after reading and understanding these Terms, you are accepting these Terms on behalf of your employer or such entity (as applicable), and these Terms will bind your employer or such entity (as applicable). PLEASE NOTE THAT YOU ARE DEEMED TO BE AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR ENTITY (IF APPLICABLE); IF YOU ARE USING YOUR EMPLOYER OR ENTITY EMAIL ADDRESS TO REGISTER FOR THE SERVICE, YOU ARE AN ADMINISTRATOR (AS DEFINED BELOW).

AS DESCRIBED IN SECTION 2 BELOW, THERE ARE VARIOUS TYPES OF USERS FOR THE SERVICE, SO, EXCEPT WHERE OTHERWISE NOTED, “YOU” REFERS TO CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING AND YOU ARE CONFIRMING YOUR CONSENT TO THESE TERMS BY: CLICKING A BUTTON OR CHECKING A FLAG BOX TO ACCEPT THESE TERMS; OR AS A RESULT OF REGISTRATION FOR, USE OF OR ACCESS TO THE SERVICE, SITES OR Labkey MOBILE APPLICATION. AS OF THE DATE OF THE ACTION COMPLETED (“EFFECTIVE DATE”).

IF YOU DO NOT AGREE TO ABIDE BY AND BE BOUND BY THESE TERMS OR DO NOT HAVE THE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (IF APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE OR SITES OR labkey.io or MOBILE APPLICATIONS.

1. Our Service.

1.1. Our Service.

The labkey.io platform is a cloud-based visual access management tool that transforms the way managers work, aiming to streamline the procedures for setting up and managing physical barriers remotely, including all the features, application programming interface and tools offered as part of the labkey.io platform, offered online and via a mobile application.

1.2. Modification or Discontinuation of the Service.

We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or the Sites, at our discretion and without further notice, however, if we make any material adverse change in the core functionality of the Service we will notify you by posting an announcement on the Sites and/or through the Service or by sending you an email.

1.3. No Contingency on Future Releases and Improvements.

You acknowledge that your purchase of the Service and/or Third Party Services (as defined below) is not contingent upon our delivery of any future release or any functionality or feature, including, without limitation, the continuation of: a particular Service beyond the then-current Subscription Term; or Third Party Services, or dependent upon any public comments we make, orally or in writing, regarding any future functionality or feature.

1.4. Ability to Accept Terms.

If you access and use the Sites and/or the Service, you represent and warrant that you are at least 16 years of age. The Sites and/or the Service are intended solely for persons sixteen (16) years of age or older. We reserve the right to request proof of age at any time to verify compliance with this paragraph.

1.5. Technical Support and Uptime Commitment.

To the extent you have purchased a subscription you will be entitled to technical support and an uptime commitment, from labkey.io, in accordance with the Service Level Agreement available at https://manage.labkey.io/terms/sla/, including updates made from time to time by labkey.io.

1.6. Additional Services vi.

Customer may choose to purchase additional services provided by labkey.io, subject to the labkey.io Additional Services Terms.

2. Account Registration and Administration.

2.1. Account Registration.

To register for the Service for the first time, you must create an account with the Service. By creating an account (” Account “) and registering for the Service, you become, individually or on behalf of your employer or any entity, on behalf of which you created the Account, a labkey.io customer (the ” Customer “). The first user of the Account is automatically assigned as the administrator of the Account (the ” Administrator “).

2.2. Your Registration Information.

When you create an Account or are added to an Account and create your user profile (the “User Profile”), you: agree to provide us with accurate, complete and up-to-date registration information about yourself; acknowledge that it is your responsibility to ensure that your password remains confidential and secure; agree to be fully responsible for all activities that occur under your user profile and password, including any integration or any other use of third-party products or services (and associated disclosures) in connection with the Service; and agree to promptly notify us in writing if you become aware of any unauthorized access to or use of your Account or User Profile and/or any violation of these Terms. We may assume that all communications we receive under your user profile were made by you. You will be solely responsible for any losses and/or damages.

2.3. User Verification.

You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or an administrator lose access to an account or otherwise request information about an account, we reserve the right to request from you or such administrator (as applicable) any verification we deem necessary before restoring access to or providing information about such Account.

2.4. Account Administrators.

Administrators of an Account are, individually and collectively, deemed to be authorized representatives of Customer, and any decision or action taken by any administrator is deemed to be a decision or action of Customer. An administrator may assign or add other members of the Account as administrators, who have significant privileges and controls over use of the Service and the Account. You further acknowledge that your Account may be managed by a representative of the entity that owns or controls the domain of the email address under which your Account was created or registered. Administrator rights are further elaborated in our Help Center .

2.5. Other Users.

There are several types of Account users, such as API Service Users, Viewers, and Team Members, all of which are defined within the Service and referred to herein as “Authorized Users” and, collectively with the Administrator, the “Users.” The features and functionality available to Users are determined by the respective subscription plan governing such Account, and the privileges of each such Authorized User are assigned and determined by the Account Administrators.

2.6. Authorized Users Responsibilities.

Customer is solely responsible and liable for understanding the settings, privileges and controls for the Service and for controlling who Customer allows to become a User and what the settings and privileges are for such User, including, without limitation, the right for a User to invite any other Users (paid or unpaid), etc. Customer is responsible for the activities of all of its Users, including any Order Forms they may enter and how Users use Customer Data, even if such Users are not from Customer’s organization or domain. Customer further acknowledges that any action taken by a User of Customer’s Account is deemed by us to be an action authorized by Customer, and Customer will have no rights therein.

3. Your Customer Data.

3.1. Customer Data.

Customer Data is data, text, images, access codes, personal information or any other content, that is posted or sent, transmitted or otherwise made available, to or through the Service by you or any User (the “Customer Data”). For the avoidance of doubt, Anonymous Information and (as defined below) are not considered Customer Data. Customer retains all right, title, interest, and control in and to the Customer Data in the form submitted to the Service. Subject to these Terms, Customer grants us a limited, worldwide, royalty-free license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting the Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The foregoing license is hereby granted solely: to maintain and provide the Service; to prevent or address technical or security issues and resolve support requests; to investigate when we believe in good faith, or have received a complaint, that such Customer Data violates these Terms; to comply with a subpoena, demand, or other valid legal process; and as expressly permitted in writing by you.

3.2. Responsibility for Customer Data Compliance.

You represent and warrant that: you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, to the Customer Data that you submit, post or display on or through the Service; the Customer Data that you submit, your use of such Customer Data, and our use of such Customer Data, as contemplated in these Terms, shall not infringe any patent, copyright, trademark or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; violate all applicable local, state, governmental and international laws, regulations and conventions, including those relating to privacy and data transfer and export; violate any policies and terms of you or any third party governing the Customer Data. Other than our obligations regarding security and data protection expressly set out in Section 6, we assume no responsibility for Customer Data and you shall be solely responsible for Customer Data and the consequences of its use, disclosure, storage or transmission. It is clarified that labkey.io will not monitor and/or moderate Customer Data and there shall be no claim against labkey.io for not doing so.

3.3. No Sensitive Data.

You will not submit to the Service any data that is protected by special legislation and requires unique processing, including, without limitation, categories of data listed in European Union Regulation 2016/679, Article 9(1) or similar legislation or regulation in another jurisdiction; any protected health information subject to the Health Insurance Portability and Accountability Act (” HIPAA “), as amended, or any similar legislation in other jurisdictions, unless Customer and labkey.io separately execute a HIPAA Business Associate Agreement; any credit, debit or other card data information subject to PCI DSS or other card schemes.

4. Intellectual Property Rights; License.

4.1. Our Intellectual Property.

The Service and the Sites, including materials, such as software, application programming interface, designs, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, graphics and other artwork, and the names, logos, trademarks and service marks (excluding Customer Data), any related or underlying technology, and any modifications, enhancements or derivative works of the foregoing (collectively, “labkey.io Materials”), are the property of labkey.io and its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and labkey.io, labkey.io retains all right, title and interest, including all intellectual property rights, in the labkey.io Materials.

4.2. Customer Reference.

Customer acknowledges and agrees that labkey.io has the right to use Customer’s name and logo to identify Customer as a labkey.io customer or User of the Service, on labkey.io’s website, marketing materials or otherwise through public announcements. Customer may revoke such right, at any time, by contacting info@labkey.io.

4.3. Your Rights of Access and Use.

Subject to the terms and conditions of these Terms, and your compliance, and in particular in strict compliance with our Acceptable Use Policy, we grant you a dlimited, worldwide, non-exclusive, non-transferable right to access and use the Service and the Sites, during the applicable Subscription Term, solely for Customer’s internal purposes.

4.4. Restrictions on Use.

Except as expressly permitted in these Terms, you may not and shall not allow an Authorized User or any third party to: give, sell, rent, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, transfer or distribute any portion of the Service or the Sites to any third party, including without limitation to your affiliates, or use the Service in any service bureau arrangement; circumvent, disable or otherwise interfere with security-related features of the Sites or the Service or features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the Sites; reverse engineer, decompile, or disassemble, decrypt or attempt to derive the source code of the Service or the Sites, or any component thereof; copy, modify, translate, edit, enhance, alter, change or create derivative works of the Service or the Sites, or any portion thereof; take any action that imposes or may impose (in labkey.io’s sole discretion) an unreasonable or disproportionately large load on labkey.io’s infrastructure or the infrastructure supporting the Sites or the Service; interfere or attempt to interfere with the integrity or proper working of the Service or the Sites, or any related activity; remove, deface, obscure or alter any identification, attribution or copyright notices, trademarks or other proprietary rights notices of labkey.io or any third party, affixed to or provided as part of the Service or the Sites, or use or display the Service or Sites logos without the prior written approval of labkey.io; use the Service or the Sites for any competitive purpose, including developing or improving a competing service or product; or encourage or assist any third party (including other Authorized Users) to do any of the foregoing.

4.5. Feedback.

As a User of the Service and/or the Sites, you may provide suggestions, comments, feature requests or other feedback to any labkey.io Materials, the labkey.io Service, the API (if you are the administrator) and/or the Sites (“Feedback”). Such Feedback is considered part of the labkey.io Materials and, as such, is the exclusive property of labkey.io without restriction or limitation on use of any kind. labkey.io may implement or reject such Feedback, without restriction or obligation of any kind. You represent and warrant that such Feedback is accurate, complete and does not violate any third party rights; irrevocably assign to labkey.io any right, title and interest you may have in such Feedback; and expressly and irrevocably waive any and all claims to any past, present or future moral rights, artists’ rights or any other similar rights, throughout the world, in such Feedback.

4.6. Use of the API.

We may offer an application programming interface that provides additional ways to access and use the Service (“API”). Such API is considered a part of the Service and its use is subject to all of these Terms. Without derogating from Sections 4.1 through 4.4 hereof, you may access and use our API service only for Customer’s internal business purposes, in order to create interoperability and integration between the Service and other products, services or systems that you and/or Customer use internally. When using the API, you must follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and/or Customer’s access to the API (or any part thereof) with or without notice. The API is subject to change and you are solely responsible for ensuring that your use of the API is compatible with the then-current version.

5. Privacy and Security.

5.1. Security.

Labkey.io implements reasonable security measures and procedures to help protect customer data. You can learn more about our security measures and procedures on our Security Page , which is updated from time to time.

5.2. Privacy Policy.

As part of your access or use of the Service and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy ) from and/or about you. Please read our Privacy Policy for a description of these practices. i data collection and use.

5.3. Data Processing Agreement (“ DPA ”).

By using the Service, Customer also agrees to our Data Processing Agreement, which governs the Processing of Personal Data (as both terms are defined in the DPA) on Customer’s behalf, where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the “ GDPR ”).

5.4. Anonymous Information.

Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) about your use of the Service and/or the Sites and disclose it for the purposes of providing, improving and advertising our products and services, including the Sites and the Service, and for other business purposes. “ Anonymous Information ” means information that does not identify an individual, such as aggregate and analytical information. labkey.io owns all anonymous information collected or obtained by labkey.io.

6. Third Party Services; Links.

6.1. Third Party Services.

The Service allows you to engage and procure certain third-party services, products, applications, and tools in connection with the Service, including, without limitation, third-party applications and widgets offered through our integration offerings or that you choose to connect via our APIs, as part of the Service (collectively, “Third Party Services”).

6.2. Independent Relationship.

You acknowledge and agree that, regardless of how such Third Party Services may be offered to you, we merely act as an intermediary platform between you and such Third Party Services and do not endorse such Third Party Services in any way, or be liable in any way in connection with such Third Party Services. Your relationship with such Third Party Services and any terms that govern payment for and use of such Third Party Services, including, without limitation, the collection, processing and use of your data by such Third Party Services, are subject to a separate contractual agreement between you and the provider of a Third Party Service (the “Third Party Agreement”). We are not a party to or responsible in any way for your or the provider of the Third Party Service’s compliance with the Third Party Agreement.

6.3. Integration with a Third Party Service and your Customer Data.

Through the Service, you and any other Authorized Users within the Account may enable an integration of your Account, including tabs within your Account (or any part thereof), with Third Party Services, which will allow an exchange, transmission, modification or removal of data between us and the Third Party Service, including, without limitation, Customer Data, the scope of which is determined by the applicable actions set forth by such integration. You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data, including Customer Data, by a Third Party Service is governed by the Third Party Agreement, including any applicable privacy policy, and labkey.io is not responsible for any access, collection, transmission, processing, storage or any other use of data, including Customer Data, by the Third Party Service or for such Third Party Service’s privacy and security actions or practices in general. By integrating and/or using Third Party Services, you acknowledge and agree that: you are solely responsible for complying with applicable privacy restrictions, laws and regulations, including your use of the Third Party Service and other data-related activities that you may conduct or allow any third party, including the Third Party Service, to conduct; your and any other Users’ activities and use of data within your Account may result in a modification and/or removal of data, both in your Account (e.g., Customer Data) and in the integrated Third Party Service. We will have no obligation whatsoever for such modification and/or removal of data,

6.4. Terms of Use and Restrictions.

Both labkey.io and a Third Party Service may, each in its sole discretion, impose additional conditions or limitations on your access to and use of certain Third Party Services, including, without limitation, imposing a limited quota on the number of shares or other uses (if any). Such additional conditions or limitations shall be indicated where relevant within the Service or Third Party Service or otherwise notified to you or anyyes other relevant Account User.

6.6. Payment for Third Party Services.

Third Party Services may be offered free of charge or for a fee, charged directly by the Third Party Service or by labkey.io. Where the Third Party Service requires payment, this will be indicated next to the Third Party Service offering, unless such price is included in the Subscription Plan (as defined below) for the Service. Whenever labkey.io charges Customer on its own behalf and not as an agent on behalf of the Third Party Service, the payment terms, including payment of fees, renewal and refund policy, are governed by Sections 7 and 8 hereof. Whenever labkey.io charges Customer on behalf of Third Party Services, Customer acknowledges that labkey.io acts only as an intermediary in facilitating or collecting applicable fees and taxes from Customer, for the Third Party Service, and therefore all matters relating to payment, including payment of fees, renewal and refund policy, are governed by the Third Party Agreement.

6.7. Modification of Fees.

Customer acknowledges that labkey.io and any Third Party Service, may modify the fees for the Third Party Service from time to time, including imposing a new charge on a Third Party Service that was provided free of charge.

6.8. Discontinuation of a Third Party Service.

labkey.io and the Third Party Service reserves the right to discontinue the use or suspend the availability of any Third Party Service, for any reason and without any obligation to provide any explanation or notice. Such discontinuation may result in the inability to use certain features and actions of the Third Party Service in conjunction with our Service.

6.9. Links.

The Sites, the Service and/or any Third Party Service may contain links to third party websites that are not owned or controlled by us. You acknowledge that we have no control over, and assume no responsibility for, the content, privacy policies or practices of any third party websites. You: are solely responsible for your use of and linking to third-party websites and for any content you may submit or post to a third-party website, and you expressly release us from any and all liability arising from your and, if you are a Client, all Users’ use of any third-party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third-party website you may choose to visit.

6.10. Limitations of Liability.

Labkey.io ASSUMES NO RESPONSIBILITY FOR ANY THIRD PARTY LINKS OR SERVICES, INCLUDING, WITHOUT LIMITATION, THE OPERABILITY OR INTEROPERABILITY OF SUCH THIRD PARTY SERVICES WITH OUR SERVICE, THE SECURITY, ACCURACY, RELIABILITY, DATA PROTECTION AND PROCESSING PRACTICES, AND THE QUALITY OF ITS OFFERINGS, AS WELL AS ANY ACTS OR OMISSIONS OF ANY THIRD PARTY. BY ACCESSING AND/OR USING THIRD PARTY SERVICES, YOU ACKNOWLEDGE THAT ACCESS TO AND USE OF THIRD PARTY SERVICES ARE AT YOUR SOLE DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THE OPERATION AND PRACTICES OF SUCH THIRD PARTY SERVICES, AND THE RESPECTIVE THIRD PARTY AGREEMENTS, MEET YOUR REQUIREMENTS.

7. Subscription Term, Renewal, and Payment of Fees.

7.1. Order Form.

Our Order Form may be completed and entered in a variety of ways, including an online form or in-product screens or any other mutually agreed-upon offline form delivered by Customer or any of the other Users to labkey.io, including by post, email or any other electronic or physical delivery mechanism (the ” Order Form “). Such Order Form will list, at a minimum, the Service ordered, the subscription plan, the term and associated fees.

7.2. Subscription Term.

The Service is provided on a subscription basis for the term specified in the Order Form, in accordance with the respective subscription plan purchased pursuant to such Order Form (the ” Subscription Term ” and the ” Subscription Plan “, respectively, and collectively, the ” Subscription “).

7.3. Subscription Fees.

In consideration for the provision of the Manage LabKey Panel Hosting Service (other than the Trial Service), Customer shall pay us the applicable fees for the Subscription purchased, as set forth in the applicable Order Form. Unless otherwise specifiedone, Subscription Fees are expressed in Euros. Customer authorizes us, directly or through our payment processor, to charge such Subscription Fees to the payment method selected by Customer, on the due date. Except as expressly set forth herein, Subscription Fees are non-cancellable and non-refundable. We reserve the right to change Subscription Fees at any time, upon notice to Customer, if such change would affect Customer’s existing subscriptions at the time of renewal. If we fail to collect any Fees owed by Customer, we may, in our sole discretion (but are not obligated to) retry collection at a later time and/or suspend or cancel the Account, without notice.

7.4. Taxes.

Subscription Fees are exclusive of all taxes (including, without limitation, value added tax, sales tax, use tax, excise tax, goods and services tax, etc.), fees or duties that may be imposed in connection with these Terms and the purchase or sale of the Service hereunder, except for Taxes on our income. If Customer is located in a jurisdiction that requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we will use reasonable efforts to avoid such withholding, provided, however, that in all cases, Customer will be solely responsible and liable for paying such Tax and such Tax should be considered in addition to the Subscription Fees, payable by Customer.

7.5. Subscription Upgrade.

During the Subscription Term, Customer may upgrade their Subscription Plan by: adding Authorized Users; upgrading their Subscription Plan; adding additional features and functionality; and/or upgrading to a longer Subscription Term. Some Subscription Upgrades or other changes may be considered a new purchase and will resume the Subscription Term. In the event of a Subscription Upgrade, Customer will be charged the applicable increased amount of Subscription Fees, at our then-current rates (unless otherwise stated in the Order Form): prorated for the remainder of the then-current Subscription Term or each time the Subscription Term is restarted due to the Subscription Upgrade, the Subscription Fees already paid by Customer will be reduced by the new updated Subscription Fees and the difference will be due and payable by Customer on the date the Subscription Upgrade is made.

7.7. Excessive Use.

We shall have the right, including without limitation, where, in our sole discretion, we believe that you and/or any of your Users, have misused the Service or otherwise use the Service in excess of the standard intended use (in our sole discretion), to offer the Subscription at different prices and/or impose additional restrictions regarding the uploading, storage, downloading and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.

7.8. Billing.

As part of registering or submitting billing information to the Service, Customer agrees to provide us with current, accurate and complete billing information and Customer authorizes us to charge, request and collect payment (or otherwise charge, refund or take any other billing action) from Customer’s payment method or designated bank account and to make any requests on behalf, we may deem necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card issuer or bank account (for example, updated expiration date or card number as may be provided to us by Customer’s credit card company).

7.9. Subscription with automatic renewal.

In order to ensure that the Customer does not experience any interruption or loss of services, the Customer’s Subscription includes an automatic renewal option by default, whereby, unless the Customer disables the optionautomatically renew or cancel your Subscription prior to its expiration, your Subscription will automatically renew at the end of your then-current Subscription Term for a renewal period equal in length to the original Subscription Term (excluding extended periods) and, unless otherwise notified to you, at the same price (subject to applicable tax changes and excluding any discounts or other promotional offers provided for the first Subscription Term). Accordingly, unless either you or we cancel your Subscription prior to its expiration, we will attempt to automatically charge you the applicable Subscription Fees on or immediately prior to the expiration of the then-applicable Subscription Term. If you wish to avoid such automatic renewal, you will need to cancel your Subscription (or turn off the automatic renewal option), prior to its expiration, at any time through your Account settings or by contacting our offices. Except as expressly set forth in these Terms, if a Customer cancels his or her Subscription during a Subscription Term, the Subscription will not renew for an additional term, but Customer will not be refunded or credited for any unused term within the Subscription Term.

7.10. Discounts and Promotions.

Unless otherwise expressly stated in a separate legally binding agreement, if Customer has received a special discount or other promotional offer, Customer acknowledges that upon renewal of his or her Subscription, labkey.io will renew such Subscription at the full applicable Subscription Fee at the time of renewal.

7.12. Payment via Reseller.

If Customer has purchased a Service from a reseller or distributor authorized by us (“Reseller”), to the extent there is a conflict between these Terms and the agreement entered into between Customer and the respective Reseller, including any purchase order (“Reseller Agreement”), then, as between Customer and labkey.io, these Terms shall prevail. All rights granted to Customer and/or any other User in such Reseller Agreement that are not contained in these Terms apply only in connection with the Reseller. In such event, Customer shall seek relief or realization or enforcement of such rights solely from the Reseller and not from labkey.io. For clarity, Customer and its Users’ access to the Service is conditioned upon our receipt by the Reseller of payment of the applicable Fees paid by Customer to the Reseller. Customer acknowledges that at any time, at our discretion, billing of Subscription Fees may be assigned to us, such that Customer pays us directly for the respective Subscription Fees.

8. Refund Policy; Refund.

8.1. Refund Policy.

If Customer is dissatisfied with the initial purchase of a Service, Customer may terminate such Service by providing written notice to us, within 30 days of first ordering such Services (the “Refund Period”). In the event that Customer terminates the initial purchase of a Service, within the Refund Period, we will refund to Customer the pro-rata portion of any unused and unexpired Subscription Fees prepaid by Customer in connection with such terminated Subscription period, unless such amount is required by applicable law, in the same currency in which we were originally paid (the “Refund”). The Refund is applicable only to Customer’s initial purchase of the Service and does not apply to any additional purchases, upgrades, modifications or renewals of such Service. Please note that we will not be responsible for refunding any differences caused by changing currency exchange rates or fees charged to Customer by third parties, such as wire transfer fees. After the Refund Period, Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we determine that a cancellation notice has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and used, we reserve the right to reject the Customer’s request for a Refund.

8.2. Non-refundable Services.

Some Services may not be refundable. If so, we will identify such Services as non-refundable and the Customer will not have the right, and will have no obligation, to terminate the Service and provide a Refund.

8.3. Refund.

If, at any time, we record a denial, chargeback or other refusal of a charge of andany Subscription Fees due and payable to Customer’s Account (“ Chargebacks ”), this will be considered a breach of Customer’s payment obligations hereunder and Customer’s use of the Service may be disabled or terminated and such use of the Service will not resume until Customer re-subscribes to such Service and pays in full all applicable Subscription Fees, including any fees and charges incurred by us and/or any third party Service for each Chargeback received (including any handling and processing fees and any fees incurred by the payment processor), without derogating from any other remedies that may be applicable to us under these Terms or applicable law.

9. Trial Service; Pre-release Services.

9.1. Demo Trial Service.

We may offer, from time to time, part or all of our Services on a free, no-obligation trial basis (“Trial Service”). The Trial Service will end as communicated to you, within the Service, in an Order Form, unless terminated earlier by either you or us, for any or no reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you. In relation to a Trial Service that is a trial version of the Subscription Plan (the ” Trial Subscription “), upon termination of the Trial Subscription, we may change the web address of the Account at any time without prior written notice.

9.2. Pre-Released Services.

Please note that we may offer, from time to time, certain Services in an Alpha or Beta version (the ” Pre-Released Services “) and we use reasonable efforts to identify such Pre-Released Services as such. Pre-Released Services are Services that are still in development and, as such, may be unusable or incomplete and may contain bugs, be interrupted and/or not function as intended or intended, more than usual.

9.3. Trial Service and Pre-Released Services Terms.

The Trial Service and Pre-Released Services are governed by these Terms, provided that, notwithstanding anything contained in these Terms or elsewhere, in relation to the Trial Service and Pre-Released Services such Services are licensed hereunder on an “As Is”, “With All Faults” “If Available” basis, without warranties, express or implied, of any kind; our indemnification commitment set forth in Section 14.2 hereof does not apply; we do not promise that any Trial Services and/or Pre-release Services will be made available to you and/or generally available.

10. Term and Termination; Suspension.

10.1. Term.

These Terms are in full force and effect, as of the Effective Date, until the end of the Service underlying the Account, whether paid or not, unless otherwise terminated in accordance with these Terms.

10.2. Termination for Cause.

Either you or we may terminate the Service and these Terms, upon written notice, if the other party materially breaches these Terms and, to the extent remediable, fails to cure such breach within a reasonable time, which shall not be less than 10 days following written notice from the non-breaching party; or ceases to operate or becomes the subject of insolvency proceedings and the proceedings are not dismissed within 45 days.

10.3. Termination by you.

You may terminate your Subscription to the Service by canceling the Service and/or deleting your Account, such termination notwithstanding that such termination shall not waive your obligation to pay the applicable Subscription Fees, unless such termination is made within the Refund Period. Subject to Section 9 above, unless otherwise agreed between Customer and us in a written instrument, the effective date of such termination shall take effect at the end of the then-current Subscription Term and Customer’s obligation to pay Subscription Fees for the entire Subscription Term shall remain in full force and effect and Customer shall not be entitled to a refund for any prepaid Subscription Fees.

10.4. Effect of Termination of Service.

Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate and we may change the web address of theAccount. It is Customer’s sole responsibility to export Customer Data prior to such termination or expiration. In the event Customer has not deleted Customer Data from the Account, we may continue to store and host such Customer Data until Customer or we, in our sole discretion, delete such Customer Data, which period may be terminated by us, at any time, with or without notice to Customer, and thereafter, Customer Data will be deleted. Customer acknowledges the foregoing and its sole responsibility to export and/or delete Customer Data prior to termination or expiration of these Terms, and we will have no liability to Customer or to any User or third party in connection therewith. Unless expressly stated herein, termination or expiration of these Terms will not relieve Customer of its obligation to pay any Subscription Fees due.

10.6. Suspension.

Without derogating from our termination rights above, we may decide to temporarily suspend your Account and/or a User Profile (including any access thereto) and/or our Service, in the following events: we believe, in our sole discretion, that you or any third party is using the Service in a way that may impose a security risk, cause harm to us or any third party and/or give rise to any liability for us or any third party; we believe, in our sole discretion, that you or any third party is using the Service in violation of these Terms or Applicable Law; your payment obligations under these Terms are or may become past due; or breach by you or any of your Users of the Acceptable Use Policy. The foregoing suspension rights are in addition to any remedies that may be available to us under these Terms and/or applicable law.

11. Confidentiality.

11.1. Confidential Information.

In connection with these Terms and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customer lists and information, know-how, software and any other non-public information that is identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of the disclosure, whether disclosed before or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, Customer Data is considered Customer Confidential Information and our Site, Service, Trial Service and/or Pre-release Services, including the underlying technology thereof, and their performance information, as well as all data, reports and materials we have provided to you in connection with your evaluation or use of the Service, are considered our Confidential Information.

11.2. Recipient Confidentiality Commitments.

The Receiving Party will take at least reasonable steps to prevent unauthorized disclosure or use of Confidential Information and will limit access to those employees, affiliates, service providers and agents, on a need-to-know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and will not use or disclose any Confidential Information to any third party.

11.3. Compelled Disclosure.

Notwithstanding the foregoing, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that, to the extent permitted by law, the Receiving Party will use its best efforts to provide prompt written notice of such court order or request to the Disclosing Party to allow the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

12. Disclaimer of Warranties.

12.1. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITES AND THE SERVICE ARE PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND SUPPLIERS (INCLUDING THIRD PARTY SERVICE PROVIDERS), HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIEDA OR LEGAL.

12.2. WE AND OUR SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTIES OR REPRESENTATIONS THAT THE SERVICE AND THE SITES, INCLUDING ACCESS TO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, THAT DATA WILL NOT BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. WE AND OUR SUPPLIERS ALSO DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR ANY DELAY, FAILURE, INTERCEPTION, ALTERATION, LOSS OR OTHER DAMAGE THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, WHICH ARE BEYOND OUR CONTROL.

12.3. EXCEPT AS EXPRESSLY STATED HEREIN, WE DO NOT WARRANT, AND WE EXPRESSLY DISCLAIM ANY WARRANTIES OR REPRESENTATIONS THAT OUR SERVICE (OR ANY PART THEREOF) IS COMPLETE, ACCURATE, OF ANY QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY BUSINESS, DEVICE, OPERATING SYSTEM, BROWSERS, SOFTWARE OR TOOLS CONSIDERED BY YOU (OR WILL REMAIN SO AT ANY TIME), OR COMPLIES WITH ANY LAWS APPLICABLE TO YOU; AND/OR WITH RESPECT TO ANY CONTENT, INFORMATION, REPORTS OR RESULTS OBTAINED THROUGH THE SERVICE AND/OR THE SITES.

13. Specific Laws; Reasonable Allocation of Risk.

13.1. Specific Laws.

Except as expressly set forth in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Other than as set forth herein, you are responsible for your compliance with any applicable local and/or specific laws, as they apply to your use of the Service.

14. Indemnification.

14.1. For Customer.

Customer agrees to indemnify, defend and hold harmless labkey.io and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, ” Losses ” ) incurred as a result of any third party claim arising out of Customer’s and/or any of its Users’ breach of these Terms or Applicable Law; and/or Customer Data, including labkey.io’s and/or any of its resellers’ use of Customer Data, violates any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.

14.2. From labkey.io.

Labkey.io agrees to defend Customer, its affiliates, officers, directors and employees, in and against any third-party claim or demand made against Customer alleging that Customer’s authorized use of the Service infringes or misappropriates a third-party copyright, trademark or registered U.S. patent (the “IP Claim”), and we will indemnify Customer and hold Customer harmless from any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or settled through an agreed-upon settlement, including reasonable attorneys’ fees.

labkey.io’s indemnification obligations under this Section 14 do not apply if: the Service (or any part thereof) has been modified by Customer or any of its Users or any third party; if the Service is used in combination with any other service, device, software or product, including, without limitation, Third Party Services, but solely to the extent that such Intellectual Property Claim would have been avoided without such combination; and/or any Claim arising out of or relating to Customer Data or any event giving rise to Customer’s indemnification obligations under Section 14.1 above.

THIS SECTION 14.2 STATES THE SOLE AND ENTIRE LIABILITY OF labkey.io, AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY labkey.io AND/OR ITS SERVICE AND UNDERLYING TECHNOLOGY.

14.3. Indemnity Conditions.

The indemnifying party’s defense and indemnification obligations under this Section 14 are subject to: the indemnified party providing prompt written notice of the claim for which indemnification is sought, provided that failure to provide such indemnification shall not relieve the indemnifying party of its obligations under this Section 14, except to the extent the indemnifying party’s defense is materially prejudiced thereby; the indemnifying party’s immediate and exclusive control over the defense and/or settlement of the claim, provided that the indemnifying party shall not enter into any compromise orsettlement of any claim requiring any monetary obligation or admission of liability or any unreasonable liability or responsibility on the part of an indemnitor without the prior written consent of the affected indemnitor, which shall not be unreasonably withheld or delayed; and the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense or response to such claim.

15. Changes.

We may occasionally make changes to these Terms for valid reasons, such as adding new functions or features to the Service, technical adjustments, typographical errors or error corrections, for legal or regulatory reasons, or for any other reason we deem necessary, in our sole discretion. When we make material changes to these Terms, we will provide Customer with notice appropriate to the circumstances, such as by displaying a prominent notice within the Service or by sending Customer an email. Your continued use of the Service after the changes are implemented will constitute acceptance of the changes.

16. Force Majeure.

Neither we nor you will be liable for any delay or failure to perform any of your obligations due to events beyond a party’s reasonable control, which may include denial-of-service attacks, interruption or failure of the Internet or any public utility services, failure of third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism and governmental action.

17. Relationship between the parties; No Third Party Beneficiaries.

The parties are independent contractors. These Terms and the Service provided herein do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third party beneficiaries to these Terms.

18. Notice.

We will use the contact information we have on file for you in connection with providing notices to you in accordance with this Section 18. Our contact information for any notices is set forth below. You acknowledge that notices we provide to you in connection with these Terms and/or as otherwise related to the Service will be provided as follows: via the Service, including by posting on our Sites or by posting to your account, text, in-app notification, email, telephone, or first class, airmail, or overnight courier. You further acknowledge that an electronic notice will satisfy any applicable legal notice requirements, including that such notice will be in writing. Any communication to you will be deemed given on the earlier of: receipt; or 24 hours after delivery.

Last updated: March 18, 2025

For any further information, please contact us at info@labkey.io or call us at 049 8078678.