Terms of Service

These Terms of Service (“Terms”) are an agreement between you and Bramante Biologics Corporation, a company with its principal place of business at 160 Alewife Brook Parkway, STE 1316, Cambridge, MA 02138, USA (“Bramante,” “we,” “our,” or “us”). They govern your access to and use of bramantebio.com and its related pages, search tools, forms, and APIs (the “Site”), and of LabKick, our software for managing lab operations, reachable at app.bramantebio.com and through its API and MCP interfaces (“LabKick”). We refer to the Site and LabKick together as the “Service.”

By browsing the Site, creating an account, subscribing to LabKick, or submitting a form, you agree to these Terms. If you’re accepting on behalf of an organization, you represent that you have authority to bind that organization, and “you” means both you and the organization. If you do not agree, don’t use the Service.

You must be at least 18 years old to use the Service. LabKick is intended for professional and institutional use, not personal or household use.

Buying and selling reagents is governed separately by our Terms of Sale, which apply to every order placed through the Site. If a LabKick subscription and an order form or enterprise agreement you’ve signed with us conflict with these Terms on a question specific to that agreement, the signed agreement controls; otherwise these Terms apply.

• Authorized User, anyone you allow to access LabKick under your account, such as an employee, lab member, or contractor.
• Customer Data, the data, files, records, and content you or your Authorized Users upload to, create in, or generate through LabKick, including inventory records, protocols, notebook entries, and any prompts or files you submit to an AI feature.
• Order, a purchase of reagents or other physical product through the Site, governed by the Terms of Sale.
• Subscription, a paid or trial plan giving you and your Authorized Users access to LabKick.
• AI Features, any part of LabKick that generates, summarizes, extracts, or suggests content using a machine-learning model, whether hosted by us or by a third-party provider.
• Documentation, the user guides, help articles, and API/MCP reference material we publish for LabKick.
• Confidential Information, non-public information disclosed by one party to the other, described in Section VIII.

To use LabKick, and for some Site features (order history, saved shipping details, Net-30 status, reorder), you need an account. You’re responsible for the accuracy of the information you provide and for all activity that happens under your credentials, including activity by your Authorized Users. Tell us right away at support@bramantebio.com if you suspect unauthorized use.

If you invite Authorized Users to your LabKick account, you’re responsible for their compliance with these Terms and for their conduct within your account, and you confirm you have the right to give them access to the Customer Data they’ll see.

We may suspend or terminate an account that violates these Terms, is used fraudulently, or is inactive for an extended period, subject to Section XVI.

You agree not to:

• Use the Service for any unlawful purpose or in violation of these Terms;
• Probe, scan, or disrupt the Service or its infrastructure, including scraping at a rate that degrades service, attempting denial-of-service, introducing malware, or circumventing rate limits, authentication, or access controls;
• Reverse engineer, decompile, or extract source code from the Service, except where applicable law expressly permits despite this restriction;
• Share LabKick login credentials or API keys outside your organization, or exceed the seats or usage limits of your Subscription without upgrading it;
• Upload Customer Data you don’t have the right to use, or that infringes, misappropriates, or violates someone else’s rights;
• Use LabKick or its AI Features to generate content that is unlawful, infringing, or intended to harass, deceive, or harm someone, or attempt to extract a third-party model provider’s underlying model weights or training data through LabKick;
• Use the Service to build, and no part of a Subscription grants you a license to build, a product or service that competes with LabKick, or to resell access to the Service without our written consent;
• Place orders using false identity or payment information, or misrepresent your organization or authority to act on its behalf; or
• Use Bramante’s name, logo, or trade dress in a way that implies endorsement or affiliation without our written consent.

LabKick is offered on a subscription basis, by seat or by organization depending on the plan you choose. Where we offer a free trial, its length and any feature or usage limits will be shown to you when you start it; we may end or modify a free trial at any time.

Subscriptions renew automatically at the end of each billing period, monthly or annually, matching the term you selected, at the then-current price for your plan, unless you cancel before the renewal date. You can cancel anytime from your account settings or by emailing support@bramantebio.com; cancellation takes effect at the end of your current billing period, and we don’t provide refunds for the unused portion of a period except where required by law or stated otherwise in a signed order form. If a trial or paid period ends without payment, we may restrict access to LabKick, but we won’t delete your Customer Data before the export window in Section XVI.

You’ll pay the fees shown for your plan at signup, or in a signed order form if you have one, by the payment method on file. Fees are exclusive of tax, which is your responsibility unless you provide a valid exemption certificate. We may change Subscription pricing for future billing periods with at least 30 days’ notice to the email on your account; continuing your Subscription past that date means you accept the new price. Failure to pay may result in suspension of LabKick access after notice, subject to Section XVI.

You own your Customer Data.We don’t claim any ownership interest in the inventory records, protocols, notebook entries, files, or other content you or your Authorized Users put into LabKick.

You grant us a limited license to host, store, back up, process, and transmit Customer Data solely to provide and support LabKick for you, including running the features you use, maintaining backups, and troubleshooting issues you report. We don’t use Customer Data for any other purpose, and we don’t sell it. We may use Customer Data in aggregated, de-identified form, not attributable to you or any individual, to monitor performance and improve LabKick.

You’re responsible for the legality of the Customer Data you upload, including having the rights to it and any permissions needed to store it (for example, if it contains personal information about someone other than you, you’re responsible for having a lawful basis to give it to us).

Each party may learn non-public information about the other in the course of this relationship, Customer Data and your internal processes on your side; our software, pricing, security practices, and roadmap on ours. Each party agrees to protect the other’s Confidential Information with the same care it uses for its own information of similar sensitivity (and no less than reasonable care), to use it only to perform under these Terms, and not to disclose it except to employees, contractors, or advisors who need it and are bound to confidentiality at least as protective as this. These obligations don’t apply to information that’s public through no fault of the receiving party, was already known to it without confidentiality restriction, or is independently developed. A party may disclose Confidential Information if required by law, after giving the other party notice where legally permitted.

LabKick includes optional AI Features, for example, summarizing a protocol, extracting fields from a document, or suggesting inventory actions. When you use an AI Feature, the relevant Customer Data and your instructions (the “prompt”) are sent to a machine-learning model to generate a response (the “output”). We handle prompts and outputs as Customer Data under Section VII.

Bring your own key.You may connect your own API key for a third-party model provider instead of using our default one. If you do, that usage is billed by and subject to the terms of that provider directly, and you’re responsible for the costs and policies attached to your key. Whether you use our default provider or your own key, we send only what’s needed to generate the requested output and don’t use that traffic for any purpose beyond providing the AI Feature to you.

Model providers. We send AI Feature traffic to model providers under commercial API arrangements rather than consumer ones. If your organization needs specific written commitments about data handling, retention, or model training, ask us for an enterprise agreement and we will put them in writing.

Review before you rely.AI Features can be wrong, incomplete, or out of date. Output is a draft, not a verified result. You’re responsible for reviewing any AI-generated output before using it in your research, your records, or any decision that matters. We’re not liable for consequences of relying on unreviewed AI output.

Where we make an API or Model Context Protocol (MCP) interface available, it lets your own software, scripts, or AI agents read data (like catalog, spec, price, and lead-time information) and, for an authenticated LabKick account, take actions in LabKick on your behalf, creating records, updating inventory, running a workflow.

You’re responsible for everything done through your API key or authenticated session, whether it’s you, an Authorized User, or an agent or script acting under your credentials, whether or not you directly reviewed each individual action. Keep API keys secret; rotate and revoke them if you suspect exposure. We may rate-limit, throttle, or suspend API or MCP access that is abusive, degrades the Service for others, or violates Section IV.

LabKick may connect to third-party services you choose to integrate, an instrument, a storage provider, a model provider you’ve pointed us to. The Site may also link to third-party resources, like a citation’s publisher page or a carrier’s tracking tool. Those third parties operate under their own terms and privacy practices, which we don’t control and aren’t responsible for. Connecting or linking to a third-party resource isn’t an endorsement of everything on it.

The Service, its software, text, graphics, illustrations, catalog structure, Documentation, and design, is owned by Bramante or its licensors and protected by copyright, trademark, and other laws. Apart from your Customer Data, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service, consistent with your plan and these Terms, for your own research and business purposes. You may not reproduce, redistribute, or create derivative works from the Service itself, or remove any proprietary notices, without our written permission.

Datasheets, Certificates of Analysis, and SDS documents are provided for use with the specific lot they describe; you may share them with colleagues, auditors, and collaborators evaluating or using that product.

If you send us ideas, suggestions, or other feedback about the Service, you agree we can use it freely, without any obligation to you, to improve the Service or anything else we build. This doesn’t give us any rights in your Customer Data.

If you believe content on the Service infringes your copyright, send a notice to our designated agent at support@bramantebio.comthat identifies the copyrighted work, the material you claim is infringing and its location on the Service, your contact information, a statement that you have a good-faith belief the use is unauthorized, a statement that the notice is accurate and made under penalty of perjury, and your physical or electronic signature. If we remove material in response, we’ll let the affected user know and, where the law provides for it, give them a chance to submit a counter-notice. We may terminate accounts of users who are repeat infringers.

The Service, including LabKick’s software and any technical data made available through it, may be subject to U.S. export-control and sanctions laws. You represent that you’re not located in, or a national of, a country subject to U.S. embargo, and that you’re not on any U.S. government restricted-party list. You agree not to access, export, or re-export the Service, or transfer Customer Data derived from it, in violation of those laws.

You may cancel your Subscription anytime as described in Section V. We may suspend or terminate your access to LabKick, with notice where practical, if you materially breach these Terms and don’t cure it within a reasonable time after we tell you about it, if your account is significantly overdue on payment, if we’re required to by law, or if continued access poses a security or legal risk to the Service or other customers. Either of us may terminate for the other’s uncured material breach.

Data export window.After your Subscription ends, for any reason, we’ll keep your Customer Data accessible for export for 30 days, so you can download it. After that window, we may delete it, except to the extent we’re required to retain it for legal, tax, or audit purposes. Sections on intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law survive termination.

We work to keep the Site and LabKick available and fast, and we’ll give notice ahead of planned maintenance where we reasonably can. We don’t guarantee uninterrupted or error-free operation, and we don’t currently commit to a formal uptime service-level agreement unless one is stated in a signed order form. We provide support by email at support@bramantebio.com; response times we quote are good-faith targets, not guarantees.

The Service, apart from products you actually purchase, which carry the warranty in our Terms of Sale, is provided “as is” and “as available.” We make reasonable efforts to keep catalog information, pricing, specifications, availability, and LabKick’s features working correctly, but we don’t warrant that the Service is error-free, uninterrupted, secure, or that any output, including AI Feature output, is accurate or complete.

To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, regarding the Service.

To the fullest extent permitted by law, neither party, nor its officers, employees, or agents, will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, or goodwill, arising from the Service, even if advised of the possibility. Except for a party’s indemnification obligations under Section XX or a breach of confidentiality under Section VIII, each party’s total liability arising from the Service will not exceed the greater of (a) the fees you paid us for LabKick in the 12 months before the claim arose, or (b) one hundred dollars ($100) for claims arising from the Site alone (as distinct from a purchased product, which is governed by the Terms of Sale). Some jurisdictions don’t allow these limitations, so they may not apply to you in full.

You’ll defend and indemnify us against third-party claims arising from your Customer Data, your use of the Service in violation of these Terms or applicable law, or your Authorized Users’ conduct.

We’ll defend and indemnify you against a third-party claim that the Service, as we provide it and used within these Terms, infringes that party’s U.S. patent, copyright, or trademark, except to the extent the claim arises from your Customer Data, your modification of the Service, or your combination of the Service with something we didn’t provide. If such a claim arises, we may, at our option, procure the right for you to keep using the affected feature, modify it to be non-infringing, or refund the fees you paid for the affected period.

The indemnified party must give prompt written notice of the claim, let the indemnifying party control the defense and settlement, and reasonably cooperate, at the indemnifying party’s expense.

We may add, change, or discontinue features of the Service as it evolves; we’ll give reasonable notice before removing a feature you materially rely on in a paid plan. We may also update these Terms. We’ll post the revised version here with a new “last updated” date, and for material changes we’ll give more prominent notice, an email to account holders or a site banner. Continuing to use the Service after a change takes effect means you accept the updated Terms; if you don’t agree, stop using the Service and, for LabKick, cancel your Subscription.

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws principles. Any dispute arising from these Terms or the Service will be brought exclusively in the state or federal courts sitting in Suffolk County, Massachusetts, and each party consents to personal jurisdiction and venue there. Before filing a claim, we’d appreciate the chance to resolve it directly, email support@bramantebio.comand we’ll work with you in good faith.

• Assignment. You may not assign these Terms without our written consent, except to a successor of all or substantially all of your business. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including natural disaster, extreme weather, pandemic, labor action, government action, internet or infrastructure outage, or supply-chain disruption. The affected obligation is suspended for the duration of the event.
• Severability, if a provision of these Terms is found unenforceable, the rest remains in effect, and the unenforceable provision will be read to accomplish its intent as closely as the law allows.
• Entire agreement, these Terms, together with the Terms of Sale and any signed order form or enterprise agreement, are the entire agreement between us regarding the Service and supersede prior discussions on the same subject. If a signed order form conflicts with these Terms, the order form controls for that customer.
• No waiver, failing to enforce a provision isn’t a waiver of it.
• Notices, legal notices to us go to support@bramantebio.com, or by mail to Bramante Biologics Corporation, 160 Alewife Brook Parkway, STE 1316, Cambridge, MA 02138, USA; notices to you go to the email on your account.

Questions about these Terms, or a copyright notice under Section XIV: email support@bramantebio.com, visit /contact/, or write to us at the address below.