Terms of Service

1. Welcome to AbTrove

These Terms of Service ("Terms") govern your use of AbTrove, operated by Digital Makers Limited. By using our Service, you agree to these Terms. If you do not agree, do not use AbTrove.

2. What We Do

AbTrove is a cloud-based laboratory information management system (LIMS) focused on antibody and reagent tracking. It enables centralized registries, storage location tracking, role-based collaboration, bulk import/export, audit trails, and mobile-friendly lab use.

3. Account Registration & Laboratory Management

3.1 Account Requirements

• You must be at least 18 years old or have legal guardian consent.
• Provide accurate and complete registration information.
• Maintain secure login credentials.
• Accept these Terms and our Privacy Policy upon registration.

3.2 Laboratory Structure

AbTrove operates on a multi-tenant laboratory model:

• Laboratory Creation: Users can create and manage multiple laboratories.
• Access Roles: Admin (full control), Member (read/write), Guest (read-only).
• Data Isolation: Each laboratory's data is isolated and protected.
• Collaboration: Invite team members with specific role assignments.

4. Acceptable Use Policy

4.1 Permitted Uses

• Legitimate scientific research and laboratory management.
• Tracking antibodies, reagents, and related inventory.
• Collaboration with authorized team members.
• Data export for backup and analysis purposes.
• Integration with laboratory workflows and protocols.

4.2 Prohibited Uses

• Illegal activities or violation of applicable regulations.
• Uploading malicious code, viruses, or harmful content.
• Attempting to breach security or access unauthorized data.
• Reverse engineering, decompiling, or copying the platform.
• Reselling or redistributing the Service without permission.
• Violating intellectual property rights of others.
• Automated scraping or bulk data extraction without authorization.

5. Data Rights & Security

5.1 Data Ownership

You retain full ownership of all scientific data, antibody records, and research information you upload to AbTrove. We claim no intellectual property rights over your research data.

5.2 Data Processing License

By using AbTrove, you grant us a limited, non-exclusive license to:

• Store, back up, and archive your data.
• Process data to provide Service features.
• Display data to authorized laboratory members.
• Generate aggregated, anonymized usage statistics.

When handling personal data of users in the EU/EEA, UK, or other regulated regions, we act as a "data processor" on your behalf and comply with GDPR and similar international privacy obligations.

5.3 Security Measures

• Encryption in transit (TLS 1.3) and at rest (AES-256).
• Row-level security with laboratory-based isolation.
• Regular security audits and penetration testing.
• Soft-delete architecture with 30-day recovery period.
• Comprehensive audit logging for compliance.

6. Intellectual Property

6.1 Platform Ownership

All rights, title, and interest in the AbTrove platform, including its software, design, features, and functionality, are owned by Digital Makers Limited and protected by intellectual property laws.

6.2 Feedback

Any suggestions, feedback, or ideas you provide about AbTrove may be used to improve the Service without compensation or attribution.

7. Payment Terms

7.1 Subscription Model

We offer subscription-based access to AbTrove. Pricing is laboratory-based with user tiers, billed on a monthly or annual basis. Subscriptions automatically renew unless cancelled prior to the renewal date. We may adjust pricing from time to time with at least 30 days' prior notice.

7.2 Billing & Payment

• Payment Processor: All payments are processed securely through Paddle. We do not store your payment card details. By providing payment information, you authorize us (via Paddle) to charge your chosen payment method for subscription fees and applicable taxes.
• Currency: Subscription fees are charged in USD.
• Taxes: All prices are exclusive of applicable taxes unless otherwise stated. Depending on your billing location, we may charge GST, VAT, sales tax, or similar taxes as required by law. Where available, these will be calculated and collected through Paddle.
• Failed Payments: If payment cannot be processed (e.g., expired card, insufficient funds), Paddle may retry the charge. If payment remains unsuccessful, we may suspend or terminate your access to the Service until a valid payment method is provided.
• Chargebacks & Fees: You remain responsible for any amounts owed if a payment is reversed, disputed, or charged back, including any fees imposed by Paddle or your payment provider.

7.3 Refunds

All payments are processed by Paddle, who acts as our Merchant of Record. Paddle handles payment processing, invoicing, and refund administration.

Refund Window

• New Subscriptions: You may request a full refund within 14 days from your initial purchase date.
• Monthly Renewals: Refunds are not available for monthly subscription renewals.
• Annual Renewals: We offer a courtesy 3-day grace period where a full refund can be requested if you forgot to cancel. Pro-rated refunds are not offered for unused months after the 14-day window has passed.

How to Request a Refund

• Contact Support: Email support@abtrove.com with your account email, laboratory name, reason for the refund, and date of the charge.
• Billing Portal: Laboratory administrators can access the Paddle Customer Portal through billing settings to manage refund requests.
• Processing Time: Refund requests are typically processed within 5-10 business days. The time for the refund to appear depends on your bank or payment provider.

Refund Eligibility

Refunds may be granted for:

• Technical Issues: Persistent technical problems preventing access that we are unable to resolve.
• Billing Errors: Incorrect charges, duplicate payments, or charges made in error.
• Accidental Purchases: Unintended subscription purchases reported within the 14-day window.

Non-Refundable Situations

Refunds are generally not provided for:

• Using the service for part of a billing period and requesting a partial refund.
• Automatic renewal charges when the subscription was not cancelled before the renewal date.
• Accounts terminated due to violations of these Terms of Service.
• Cancellation of annual subscriptions after the 14-day refund window (access continues until the end of the billing period).
• Patterns of repeated refund requests or suspected abuse of the refund policy.

Chargebacks

We strongly encourage you to contact us before initiating a chargeback with your bank. Chargebacks can result in immediate account suspension, additional fees ($15-$20), and longer resolution times. In most cases, we can resolve billing issues more quickly by working with you directly.

Consumer Protection Rights

Nothing in this section limits rights you may have under applicable consumer protection laws. In particular, the New Zealand Consumer Guarantees Act 1993 provides guarantees that cannot be excluded. EU consumers have the right to withdraw within 14 days under the Consumer Rights Directive. UK consumers have similar rights under the Consumer Rights Act 2015. Your local consumer protection laws may provide additional rights that take precedence.

7.4 Free Tier

We may offer a free tier with limited features, storage, or user seats. Free tiers are provided "as is" and may be modified or discontinued at any time.

7.5 Plan Changes & Downgrades

You may upgrade or downgrade your subscription plan at any time through your account settings. When changing plans, the following rules apply:

Upgrades

• Upgrades take effect immediately upon successful payment.
• You will receive a prorated credit for any unused time on your previous plan.
• All features and increased limits of the new plan become available immediately.

Downgrades

• Downgrades take effect immediately. You will receive a prorated credit for any unused time on your previous plan, which will be applied to future invoices.
• Premium features (such as Experiment Builder) will become unavailable immediately upon downgrade.
• Your new plan limits and pricing take effect right away.

Team Member Limits

If your current team size exceeds the limit of your target plan, you must remove team members before the downgrade can be processed. We will not automatically remove team members on your behalf.

Antibody & Data Limits

If your stored antibodies or other data exceed the limits of your new plan:

• Data Retention: All existing data will be retained. We do not delete your data when you downgrade.
• Creation Limits: You will not be able to add new antibodies or records until your usage falls below the plan limit.
• Read & Edit Access: You retain full read and edit access to all existing data.

Experiments & Premium Features

If you downgrade from a plan that includes Experiment Builder to one that does not, your existing experiments will remain accessible in read-only mode immediately upon downgrade. You will not be able to create new experiments or edit existing ones until you upgrade to a plan that includes this feature.

8. Service Availability & Support

8.1 Service Level

• Target 99.9% uptime availability.
• Scheduled maintenance with advance notice.
• Emergency maintenance as needed.
• No guarantee of uninterrupted service.

8.2 Data Backup & Recovery

• Automated daily backups.
• 30-day soft-delete recovery window.
• Point-in-time recovery for critical failures.
• Users are responsible for maintaining local backups.

8.3 Beta & Experimental Features

We may release beta features from time to time. Beta features are provided "as is," may contain defects, and may be modified or discontinued at any time without notice.

9. Privacy & Compliance

9.1 Privacy Policy

Your use of AbTrove is subject to our Privacy Policy, which explains how we collect, use, and protect your information. Our Privacy Policy complies with the New Zealand Privacy Act 2020, and, where applicable:

• the General Data Protection Regulation (GDPR) for users located in the European Union/EEA,
• the UK GDPR and Data Protection Act 2018 for users in the United Kingdom, and
• the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) for California residents.

By using the Service, you consent to the collection and processing of your data in accordance with these applicable laws.

9.2 Compliance Responsibilities

• Your Responsibilities: You are responsible for ensuring that your use of the Service complies with your institution's policies and any applicable research, data protection, or ethical regulations.
• Sensitive Data: You must not upload regulated or highly sensitive data (such as personally identifiable health data, genetic data, or government-classified information).
• Export Controls: You must comply with all applicable export control, trade sanctions, and embargo laws when accessing or using the Service outside of New Zealand.

9.3 Electronic Communications

By using the Service, you consent to receive electronic communications from us (including emails, in-app notices). These communications satisfy any legal requirement that such communications be in writing.

9.4 Data Location & Transfers

Your data may be stored and processed in New Zealand, the United States, the European Union, or other countries where we or our service providers operate. If your personal data is moved outside your home country, we make sure it stays protected. For example, when data is transferred from the EU or UK to countries that don't have the same privacy laws, we use legally approved safeguards (such as the EU's Standard Contractual Clauses) to ensure your information continues to be treated with the same level of protection.

9.5 Consumer Rights

Nothing in these Terms excludes or limits rights that cannot be excluded under the New Zealand Consumer Guarantees Act 1993, the Fair Trading Act 1986, or other mandatory consumer protection laws that apply in your country of residence (such as EU consumer rights).

10. Limitation of Liability

10.1 Service Warranty

AbTrove is provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement.

10.2 Liability Limitations

• Total liability limited to fees paid in the preceding 12 months.
• No liability for indirect, incidental, special, consequential, or punitive damages.
• No responsibility for data loss beyond our reasonable control.
• No liability for research outcomes or experimental results.

10.3 Research Disclaimer

AbTrove is a data management tool. We are not responsible for the accuracy of scientific data entered, research decisions made based on stored information, or compliance with research protocols.

11. Indemnification

You agree to indemnify, defend, and hold harmless Digital Makers Limited, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorney fees) arising from your use of the Service, your violation of these Terms or applicable law, your content, or your violation of third-party rights.

12. Termination

12.1 User Termination

• Cancel subscription anytime through account settings.
• Access continues until the end of the billing period.
• We recommend exporting your data before account termination. To request a data export after termination, contact support@abtrove.com within 30 days.

12.2 Service Termination

We may suspend or terminate your account for:

• Violation of these Terms.
• Non-payment of fees.
• Illegal or fraudulent activity.
• Extended inactivity (12+ months).

12.3 Data Retention

• Contact support within 30 days post-termination to request a data export.
• Soft-deleted data retained for 30 days.
• Permanent deletion after the retention period.
• Audit logs retained as required by law.

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of New Zealand, where Digital Makers Limited is incorporated and operates, without regard to conflict of law principles. However, mandatory consumer protection or data protection laws in your country of residence may still apply and take precedence over these Terms where required by law.

13.2 Dispute Process

We encourage you to first contact us at support@abtrove.com to attempt informal resolution of any concerns. If a dispute cannot be resolved informally:

• Disputes involving New Zealand customers will be subject to the jurisdiction of the courts of New Zealand.
• For international customers, disputes may be heard in New Zealand courts unless otherwise required by applicable law in your jurisdiction.
• The parties may agree to arbitration in New Zealand under the Arbitration Act 1996, but arbitration is not mandatory.
• Each party bears its own attorney fees.

13.3 Class Action Waiver

You waive any right to bring claims as a plaintiff or class member in any purported class or representative proceeding.

14. General Terms

• Entire Agreement: These Terms constitute the complete agreement between you and Digital Makers Limited.
• Severability: If any provision is unenforceable, the remaining provisions continue in full effect.
• No Waiver: Failure to enforce any provision does not constitute a waiver.
• Assignment: You may not assign rights without our written consent; we may assign freely.
• Force Majeure: We are not liable for delays due to circumstances beyond reasonable control (including natural disasters, internet failures, government actions, or strikes).
• Notices: Official notices will be sent to your registered email address.
• Survival: Sections relating to IP, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms survive termination.
• Jurisdictional Compliance: Digital Makers Limited is a New Zealand-incorporated company serving a global customer base. We comply with New Zealand law as our home jurisdiction and with mandatory consumer, privacy, and data protection laws in other countries where our customers are located. If there is a conflict between these Terms and non-waivable rights under applicable law, those mandatory rights will apply.

15. Contact Information