Terms of Service

Last Updated: September 22, 2025

When you use LabInventory software, you are agreeing to these latest Terms of Service ("Terms"). Violation of these terms may, at our discretion, result in us terminating your account.

We may update these Terms of Service at any time. If we make significant changes, we will refresh the date at the top of this page and notify you by email at least 30 days before the changes take effect.

If you have entered into a separate written agreement with us for use of the Services, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in these Terms with respect to the Services specified in such agreement.

Definitions

"Terms" refers to these Terms of Services

"Site" refers to our website and web application

"We", "us", "our" or "Company" refers to GV Cloud Consulting Inc., the providers and operators of the Site and Services

"Services" refers to our website labinventory.cloud and the LabInventory application whether delivered within a web browser, desktop application, mobile application, or another format

"Customer", "you", or "your" refers to the person or entity agreeing to these Terms (to the extent you use any Service)

1. Agreement to Terms

By accessing or using the Site, and/or using a Service, you agree to these Terms. You must be 18 years or older to use this service. If you are registering for or using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, "Customer," "you" and "your" will also refer to that organization, wherever possible.

You are responsible for ensuring that all users in your organization comply with these Terms.

2. Changes to Terms or Services

We design our Services with care, based on our own experience and the experiences of customers who share their time and feedback. However, the form and nature of the Services which we provide may change from time to time without prior notice to you. Changes to the form and nature of the Services will be effective with respect to all versions of the Services; examples of changes to the form and nature of the Services include without limitation security patches, added functionality, automatic updates, and other enhancements. Any new features that may be added to the Site or the Services from time to time will be subject to these Terms, unless stated otherwise.

Notwithstanding anything set forth in this paragraph or otherwise in these Terms, we may not make any changes to the Services ("Modifications") during the Term that materially reduce the functionality or form of the Services at the time the Services were initially purchased by you.

Sometimes we change the pricing structure for our products. When we do that, we will give at least 30 days notice and will notify you via the email address on record.

Either party may request changes to these Terms, including changes in terms, scope, schedule and pricing or compensation, or pursuant to statutory and regulatory changes, through a written amendment signed by individuals authorized to bind each party.

3. Your Right to Use the Services; Your Restrictions

3.1 Things you can do

Subject to your compliance with these Terms, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicenseable license to electronically access and use the Services solely for your internal business or academic purposes, subject to these Terms.

3.2 Things you can't do

You will not (and you will not allow any other person to) do any of the following:

(a) work around our fee structure, billing process, or other fees owed to us including, but not limited to, through the sharing of login credentials or the sharing of accounts between multiple users;
(b) publish on or upload to the Site anything unlawful, misleading, malicious, or discriminatory;
(c) access or attempt to access any other systems, programs, data or accounts that are not made available for public or your use;
(d) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site, except as allowed with respect to your data;
(e) work around any technical limitations in the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services in any way;
(f) perform or attempt to perform any actions that would interfere with the proper working of the Site or Services, prevent access to or the use of the Site or Services by our other licensees or customers, or overload our infrastructure;
(g) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of ours or the Services or use any of our trademarks or service marks, unless authorized to do so in writing by us;
(h) try to hack any of our systems or networks or breach any security or authentication measures;
(i) attempt to access or search the Services or download content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers;
(j) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(k) impersonate or misrepresent your affiliation with any person or entity; or
(l) otherwise use the Services except as expressly allowed under the Terms.

3.3 Our Intellectual Property

All content posted on the Services must comply with applicable law. You give us a limited license to use the content posted by you and your users in order to provide the Services to you, but we claim no ownership rights over those materials. All materials you submit to the Services remain yours.

The Company or its licensors own all right, title, and interest in and to the Services, including all intellectual property rights therein, and you obtain no ownership rights in the Services as a result of your use. The content, organization, graphics, design, compilation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. Our logos, and other trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of the Company. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You will have no rights in any trademarks or the Site except as expressly set forth in these Terms.

4. Use of the Services; Providing Us Information

4.1 Account Terms

You will need to register an account with us to begin using the Services. You agree to provide accurate, complete registration information, and to keep that information current.

You are responsible for maintaining the security of your account and password. The Company cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. We recommend all users set up two-factor authentication for added security.

4.2 Information You Must NOT Provide

4.2.1 Confidential Information of Third Parties

Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to us any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. We are not liable for any such third party confidential information.

4.2.2 Protected Health Information

Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to us any data or information which may qualify as protected health information (or any similar information) regulated under the Health Insurance Portability and Accountability Act of 1996 and related regulations ("HIPAA") or the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") (all such data or information, collectively, "PHI"). We are not liable for any such PHI.

4.2.3 Student Data

Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to us any student data or information. We do not collect or store any student data. We are not liable for any student data.

5. How We'll Use Your Information; Our Privacy Policy

You agree that we may process your data as described in our Privacy Policy (viewable at www.labinventory.cloud/privacy-policy) and for no other purpose. Our Privacy Policy sets forth our practices regarding the collection, use and disclosure of information that we receive or gather from you through our Services ("Your Information"). You agree to the use of Your Information in accordance with these Terms as well as our Privacy Policy.

6. Data Security

6.1 The Security of Your Information is Important to Us

We take many measures to protect and secure your data through backups, redundancies, and encryption. Our servers are located in professional and secure hosting facilities designed to host servers with protection from unwanted attacks over the Internet and physical attacks to the building or server itself. In particular, the Site's servers are in a private network with a dedicated firewall, and are protected by round-the-clock interior and exterior surveillance. For physical security, our data centers are SOC 2 Type II, SOC 3 Type II and ISO/IEC 27001 compliant. Our software infrastructure is regularly updated with the latest security patches. All access to the Site's servers is protected by two-factor authentication, and all traffic to our servers is encrypted as well. Each organization receives a dedicated, isolated database instance.

6.2 We Will Notify You of Security Breaches

If there is a suspected, threatened or actual security breach involving Your Information (a "Security Breach"), we will:

Investigate and take steps to identify, prevent and mitigate the effects
Promptly notify you of the incident
Conduct recovery to remediate the impact and comply with applicable law

This notice does not apply to "Unsuccessful Security Incidents" such as pings and other broadcast attacks on our firewall, port scans, unsuccessful login attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of Your Information.

6.3 We Back Up Your Information

We store all data in multiple secure locations, and perform multiple daily backups of all critical data (including the database). We also test our backups in duplicate environments on a regular basis to ensure their correctness, and to test disaster recovery scenarios. Database backups are audited daily.

6.4 You Have Security Responsibilities

You agree to:

Keep your password and online ID secure and strictly confidential
Notify us immediately and select a new online ID and password if you believe your password may have become known to an unauthorized person
Notify us immediately if you are contacted by anyone requesting your online ID and password

You understand and accept that you are responsible for any and all transactions performed under your account, even those transactions that are fraudulent or that you did not intend or want performed. You agree to indemnify and hold harmless us from any liability arising from access to the Site using your online ID and/or online password.

6.5 Some Third Parties May have Incidental Access to Your Information

We work with other companies to provide information technology services to users of the Site. These companies may have access to our databases, but only for the purposes of providing service to us. For example, a third party may obtain access to Your Information in an effort to update database software, or manage data. These companies will operate under strict confidentiality agreements with us.

6.6 The Internet is Not Guaranteed to be Safe

Please be aware that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information. We shall have no liability to you for any unauthorized access, use, corruption or loss of any of your information, except to the extent that such unauthorized access, use, corruption, or loss is due solely to our gross negligence or misconduct.

7. Payment Terms

7.1 Invoicing and Payment for Services

We offer a 30-day free trial. After the trial period, you need to pay in advance to keep using the Service. If you do not pay, we will freeze your account and it will be inaccessible until you make payment.

Certain elements of our Services ("Paid Services") may require the payment of fees and/or the completion of a Services order form (the "Services Order Form"). Customer agrees to pay Company the fees described in the Services Order Form for the Paid Services in accordance with the terms therein (the "Fees").

Sometimes we change the pricing structure for our products. When we do that, we will give at least 30 days notice and will notify you via the email address on record.

If Customer believes that we have billed Customer incorrectly, Customer must contact us no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to our customer support department.

We may choose to bill through an invoice, in which case, unless otherwise specified in the Services Order Form, full payment for invoices issued in any given month must be received by us thirty (30) days after the delivery date of the invoice. We may also choose to bill Customer by charging the amount owed for Paid Services in a given month directly to Customer's credit card on file with us, or withdrawing such amounts directly from Customer's bank account via ACH, and Customer hereby consents to such charges and withdrawals being made.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Where required, we will collect those taxes on behalf of the taxing authority and remit those taxes to taxing authorities. Otherwise, you are responsible for payment of all taxes, levies, or duties.

Except as expressly provided otherwise in these Terms, Fees for Paid Services are non-transferable. Initial payments after the trial period for Paid Services are non-refundable. For renewal payments only, refunds may be processed on a prorated basis for unused time if requested within: (i) three (3) days from the start of a new monthly billing period, or (ii) thirty (30) days from the start of a new annual billing period. Any approved refund will be calculated on a prorated basis for the unused portion of the prepaid service period remaining after the refund request is received.

7.2 Your Failure to Pay or Failure to Pay on Time

If you have any outstanding balance due on your account, then we have the right to withhold access or use of the Services until you have paid your account balance in full. If your payment is late, we may charge interest on your outstanding late balance at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by law, calculated from the date such amount was due until the date that payment is received by us. You agree to reimburse us for all reasonable costs and expenses incurred (including reasonable attorneys' fees) in collecting any overdue amounts.

8. Feedback

We welcome feedback, comments and suggestions for improvements to the Site and the Services ("Feedback"). You can submit Feedback by emailing us at support@labinventory.cloud or through the functionality available on the Site. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, under any and all intellectual property rights that you own or control to copy, modify, create derivative works based upon, and otherwise use the Feedback for any purpose.

9. Termination

9.1 Term

This Agreement is for the Initial Service Term as specified in the Service Order Form, and shall be automatically renewed for additional periods of the same duration unless either party requests termination at the end of the then-current term.

9.2 Termination

In addition to any other remedies it may have, either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach:

(i) is incapable of cure; or
(ii) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach.

Either party may also terminate this Agreement, effective immediately upon written notice to the other party, if the other party:

(A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due;
(B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law;
(C) makes or seeks to make a general assignment for the benefit of its creditors; or
(D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

Verbal, physical, written or other abuse (including threats of abuse or retribution) of a Company employee or officer will result in immediate account termination.

9.3 Effect of Termination

Upon termination of these Terms:

your right to access and use the Site and Services will immediately terminate; and
all fees you may owe will become immediately due and payable.

All of your content will be inaccessible from the Services immediately upon account cancellation. Within 30 days, all content will be permanently deleted from active systems and logs. Within 60 days, all content will be permanently deleted from our backups. We cannot recover this information once it has been permanently deleted.

Notwithstanding the foregoing, we may, in our discretion, permit you to access the Services on a limited basis following termination for the sole purpose of allowing you to download your user content.

9.4 Survival

All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

10. Important Disclaimers

Your use of the Services is at your sole risk. We provide these Services on an "as is" and "as available" basis. We do not offer service-level agreements. We cannot guarantee that our Services will meet your specific requirements or expectations.

Without limiting the foregoing, we explicitly disclaim any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment and non-infringement and any warranties arising out of course of dealing or usage of trade. We cannot guarantee and do not promise any specific results from use of the Site and/or the Services. We do not represent or warrant that software, content or materials on the Site, the Services or any applications are accurate, complete, reliable, current or error-free or that the Site or Services or any applications are free of viruses or other harmful components.

We are not responsible or liable for any user content posted on the Site or in connection with the Services. We do not control and are not responsible for what you or other users of the Site or Services post, transmit or share on the Site or through the Services and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Site content.

The Site and Services may be temporarily unavailable from time to time for maintenance.

We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications. We are not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to your or any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Site or the Services.

We reserve the right to review and reject subdomains we deem inappropriate. If we identify concerns after account creation, we will contact you to discuss alternatives.

New features may be offered in beta phase "as is" without warranties, and we may modify or discontinue them at any time.

11. Indemnity

You agree to defend, indemnify and hold harmless us, our affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

your use of and access to the Services;
your violation of any term of these Terms;
your violation of any third-party right, including without limitation any copyright, property, or privacy right; or
any claim that any of Your Information caused damage to a third party.

This defense and indemnification obligation will survive these Terms and your use of the Services.

12. Limitation of Liability

In no event will we be liable to customer or to any third party for any special, incidental, punitive, exemplary or consequential damages (including loss of use, data, business or profits) or for costs of procuring substitute services, arising out of or in connection with these Terms, the Services, the Site, or any research or experiment or other work performed, however caused and regardless of the theory of liability, even if we have been advised of the possibility of such damages.

Our total liability to customer, from all causes of action and all theories of liability, will be limited to and will not exceed the amounts paid to us by customer under these Terms in the twelve (12) month period prior to the event giving rise to the liability.

13. General Terms

These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between us and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by us: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of circumstances beyond their reasonable control.

14. Disputes

These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the Province of New Brunswick and the federal laws of Canada applicable therein, without regard to its conflict of laws provisions. Any disputes shall be resolved in the courts of New Brunswick, Canada.

15. Support

We provide customer support via email and contact forms during business hours. We aim to respond within one business day.

16. Contact Information

If you have any questions about these Terms or the Services please contact us at support@labinventory.cloud.