HEUREKA LABS, INC. TERMS OF SERVICE Effective Date: March 4, 2026
PLEASE READ THESE TERMS OF SERVICE (“TERMS” OR “ToS”) CAREFULLY. THEY GOVERN YOUR ACCESS TO AND USE OF THE HEUREKA LABS PLATFORM, INCLUDING THE WEB INTERFACE, DESKTOP APPLICATION, AND ALL ASSOCIATED SERVICES INCLUDING OFFLINE COMPONENTS. BY REGISTERING FOR AN ACCOUNT, PURCHASING CREDITS, OR USING ANY PART OF THE PLATFORM, YOU AGREE TO THESE TERMS.
OVERVIEW AND ACCEPTANCE 1.1 Heureka Labs, Inc., a Delaware corporation (“Heureka Labs,” “Company,” “we,” “us,” or “our”) operates an AI-powered research platform accessible via desktop application (“Software”) and web interface (together, the “Platform” as defined in EULA Section 1.3). 1.2 These Terms incorporate by reference the End User License Agreement (“EULA”) governing the desktop application, and the Privacy Policy governing data handling. All three documents collectively constitute the complete platform agreement between you and Heureka Labs. Where Users or their Organizations have executed a separate Master Services Agreement (“MSA”) and/or Statement of Work (“SOW”) with Heureka Labs for specific research projects, those agreements govern the specific project engagement; these Terms govern Platform access and use. In the event of conflict between an MSA/SOW and these Terms on a topic covered by the MSA/SOW, the MSA/SOW shall control for that project. 1.3 These Terms apply equally to activities conducted via the desktop application and the web interface.
ACCOUNTS, ORGANIZATIONS, AND USERS 2.1 Account Creation Users may register for individual accounts and labs, team, groups, or Organizations may create institutional accounts (“Accounts”) and add affiliated Users. Each User must designate the appropriate credit account at login. Users may be affiliated with multiple Accounts. 2.2 Eligibility The Platform is intended for use by researchers, scientists, and professionals at universities, research institutes, commercial biotechnology companies, and similar organizations. Users must be at least eighteen (18) years of age. By using the Platform, User warrants that they meet the eligibility requirements. 2.3 Organizational Responsibility and Joint and Several Liability (a) Acceptance of Terms. When an Organization creates an Account or purchases Credits (as defined in EULA Section 1.6) on behalf of Users, the Organization’s authorized representative accepts these Terms on behalf of the Organization and represents that it has authority to bind the Organization. The Organization is responsible for ensuring all affiliated Users are aware of and comply with these Terms. (b) Organizational Liability. The Organization is responsible and liable to Heureka Labs for: (i) all activities conducted under the Account by affiliated Users, including compliance with these Terms and all payment obligations; and (ii) the acts and omissions of affiliated Users that result in breach of these Terms, as if the Organization itself had committed such breach. Heureka Labs may enforce payment obligations and organizational-level compliance obligations against the Organization directly. (c) Individual User Liability. Each individual User is independently responsible for their own direct violations of these Terms, including violations of the Acceptable Use Policy, export control representations, and User Data warranties. Heureka Labs may enforce these Terms against an individual User for that User’s own direct violations, independently of any action against the Organization. (d) No Individual Liability for Other Users’ Conduct. An individual User is not personally liable to Heureka Labs for violations committed by other Users affiliated with the same Account, unless the individual User directly authorized, directed, or participated in such violation. (e) Heureka Labs Discretion. Heureka Labs may, at its sole discretion, elect to enforce these Terms against the Organization, an individual User, or both, based on the nature of the violation and applicable law. 2.4 User as Organizational Representative Each User accessing the Platform under an Account created by their Organization represents and warrants that they are an authorized representative or affiliate of the relevant Organization and that their use is consistent with the Organization’s authorization and policies. Heureka Labs is not responsible for resolving disputes between Users and their Organizations regarding authorization, intellectual property ownership, or data rights. 2.5 Account Security Users are responsible for maintaining the confidentiality of login credentials and for all activity under their Account. Users must immediately notify Heureka Labs at support@heurekalabs.co of any suspected unauthorized access. 2.6 Multiple Account Usage and Management A User may be affiliated with multiple Accounts across different Organizations. Users are responsible for selecting the correct Account for Credit usage, project management, and collaborations at each login session. Heureka Labs is not responsible for Credits consumed under an incorrect account selection. 2.7 Account Integrity (a) Account Limits. Each individual User is permitted to maintain one active Account at a time for a given Organization, unless Heureka Labs has expressly authorized additional accounts in writing. Users may be affiliated with multiple Accounts under Section 2.1, but may not create, maintain, or use multiple individual accounts for the purpose of: (i) obtaining multiple free trials, promotional Credits, or introductory offers; (ii) circumventing account restrictions, suspensions, or terminations; (iii) evading usage limits imposed on a single Account; or (iv) any other purpose that Heureka Labs reasonably determines constitutes abuse of the Account system. (b) Material Breach. Creation or use of multiple Accounts in violation of Section 2.7(a) constitutes a material breach of these Terms and grounds for immediate termination of all associated Accounts under Section 7.2 without prior notice. All Credits across all associated Accounts are subject to forfeiture under Section 7.3 upon such termination. (c) Detection and Enforcement. Heureka Labs reserves the right to use commercially reasonable methods to detect potential multi-account abuse, including analysis of registration data, payment methods, device identifiers, IP addresses, and usage patterns. Detection of apparent multi-account usage creates a rebuttable presumption of violation that Heureka Labs may act upon, subject to User’s right to provide a written explanation within five (5) business days of notice. (d) Organizational Accounts. This Section does not prohibit an Organization from creating separate Accounts for distinct departments, projects, or teams, where each Account is registered under the Organization’s billing information and the Organization’s authorized representative has accepted these Terms. Each such organizational sub-Account remains subject to all other provisions of these Terms.
CREDITS, FEES, AND PAYMENTS 3.1 Credits Required Use of the Platform’s AI features, agent functions, computational tools, and most features/capabilities requires Credits. Credits may be purchased by individual Users or by Organizations on behalf of affiliated Users. 3.2 Background Credit Consumption Some Platform features and agent processes operate in the background, consuming Credits without explicit per-use confirmation. Heureka Labs is not obligated to refund Credits consumed by background processes. Users may receive notifications for the completion of certain background tasks, can view Credit usage, and can generally disable background features through Platform settings. 3.3 Storage Fees Heureka Labs reserves the right to charge Credits or monetary fees for cloud storage usage above a specified threshold. Such fees will be specified in Platform settings or documentation. At least thirty (30) days’ notice will precede any new or changed storage fee threshold. 3.4 Non-Refundability ALL CREDIT PURCHASES ARE FINAL AND NON-REFUNDABLE EXCEPT AS REQUIRED BY APPLICABLE LAW. Notwithstanding the foregoing, Credits are refundable on a pro-rata basis upon Heureka Labs-initiated termination without cause as described in EULA Section 8.4(e)(i). Credits have no cash value and are non-transferable between accounts except as specifically permitted by Heureka Labs. 3.5 Credit Expiration Credits currently do not expire. Heureka Labs reserves the right to introduce Credit expiration policies with at least thirty (30) days’ prior written notice. Credits associated with a closed or terminated Account may be removed from Heureka Labs’s systems within sixty (60) days of account closure and will not be refunded. 3.6 California Compliance To the extent California Business and Professions Code Section 17538.9 or analogous California gift card law applies to Credits: (a) Credits will not expire within the first year of issuance; (b) Heureka Labs will not charge inactivity fees during the first twenty-four (24) months of inactivity; (c) at least thirty (30) days’ advance notice will precede any Credit expiration policy; and (d) Credits with a value below ten dollars ($10.00) may be redeemable for cash in California at User’s request, to the extent required by applicable law. Contact support@heurekalabs.co for California Credit redemption inquiries. 3.7 Pricing and Fees Introduction Platform pricing (including Credit pricing) is subject to change at Heureka Labs’s sole discretion. Pricing updates will be reflected at the point of purchase, and Users will see current pricing before completing any manual Credit purchase. For Users with active auto-purchase arrangements, Heureka Labs will provide email notice of any increase in Credit pricing prior to the first auto-purchase charged at the new price. Price changes apply prospectively only. Purchases made prior to a price change will not be retroactively adjusted. Continued purchases following the effective date of any price change constitutes acceptance of the new pricing. Heureka Labs makes no representation that prices will remain stable over time, and Users should not rely on current pricing as an indication of future pricing. The Platform currently requires only Credits for operational use, with exceptions for separate agreements with Organizations including but not limited to those for bespoke projects, custom solution builds, and enterprise solutions. Pricing changes for those Organization-specific agreements are addressed in corresponding MSA and/or SOW agreements (and/or equivalent agreements). Heureka Labs reserves the right to introduce subscription fees, per-seat fees, or other charges with at least thirty (30) days’ prior notice for new fees. Continued use following the effective date of any new fees constitutes acceptance. All prices are exclusive of applicable taxes, levies, and duties. User or Organization is solely responsible for all taxes applicable to their Credit purchases, except where Heureka Labs is legally required to collect and remit such taxes. 3.8 Promotions, Bonus Credits, and Referral Programs Heureka Labs may, from time to time and at its sole discretion, offer promotions, discounts, bonus Credits, referral incentives, or other special offers in connection with Credit purchases or Platform use (“Promotions”). All Promotions are discretionary, subject to availability, and may be modified, suspended, or discontinued by Heureka Labs at any time without notice and without creating any obligation or liability to Users. The existence of a Promotion at any point in time does not guarantee its availability in the future, does not constitute a contractual commitment, and does not entitle any User to the same or similar terms in subsequent transactions. Bonus or promotional Credits may be subject to additional terms, including different expiration dates, use restrictions, or non-transferability conditions, as specified at the time the Promotion is offered. Promotional Credits have no cash value and are not refundable. Heureka Labs reserves the right to revoke promotional Credits if obtained through fraudulent means or in violation of these Terms. 3.9 Payment Methods Credits may be purchased through the following channels: (a) Credit Card: via Heureka Labs’s online payment portal, powered by Stripe, Inc. or another third-party payment processor designated by Heureka Labs from time to time; or (b) Purchase Order: by contacting Heureka Labs at support@heurekalabs.co to arrange invoiced payment pursuant to agreed purchase order terms. Payment processing via credit card is handled by the applicable third-party processor, which is subject to its own terms of service and privacy policy. Heureka Labs is not responsible for the acts, omissions, errors, or security practices of any third-party payment processor. All Credit purchases, regardless of payment method, are subject to Section 3.4 (Non-Refundability). Heureka Labs reserves the right to add, modify, or discontinue payment methods at any time upon reasonable notice. 3.10 Credit Deposits, Task Charges, and Negative Balances (a) Credit Deposit Holds. For certain Platform tasks requiring computational resources, background processing, or extended agent operations (each, a “Task”), Heureka Labs may place a temporary hold on a specified number of Credits in User’s Account prior to initiating the Task (“Credit Deposit”). The Credit Deposit represents an estimated maximum Credit cost for the Task and will be communicated to User before the Task begins. Credits subject to a Credit Deposit are reserved and unavailable for other use until the Task is complete and the Deposit is reconciled pursuant to Section 3.10(b). (b) Deposit Reconciliation. Upon completion of a Task, the actual Credits consumed will be calculated and applied against the Credit Deposit. If the Task consumes fewer Credits than the Deposit amount, the difference will be released back to User’s available Credit balance. If the Task consumes more Credits than the Deposit amount, the additional Credits required will be drawn from User’s available Credit balance at Task completion. User acknowledges that final Credit consumption may exceed the initial Deposit estimate due to the variable nature of computational tasks and AI processing. (c) Insufficient Credits — Task Initiation. If User’s available Credit balance is insufficient to meet the required Credit Deposit for a Task, the Task will not be initiated. User will be notified of the shortfall and must add sufficient Credits to their Account before the Task can begin. Heureka Labs is not responsible for any delays, losses, or consequences arising from a Task’s failure to initiate due to insufficient Credits. (d) Insufficient Credits — Task Completion and Negative Balances. Heureka Labs will make commercially reasonable efforts to pause or terminate any Task that is projected to cause User’s Credit balance to go below zero, including after a Task has commenced. If the Credits required to complete a Task exceed both the Credit Deposit and User’s remaining available Credit balance at the time of Task completion, User’s Credit balance may become negative (“Credit Deficit”). User acknowledges and agrees that, while a Credit Deficit exists, User’s Account will be restricted and no new Tasks, actions, or Credit-consuming operations may be initiated until the Account’s Credit balance is restored to zero (0) or above through a new Credit purchase. Heureka Labs will notify User promptly upon the occurrence of any Credit Deficit. The occurrence of a Credit Deficit on any individual Task does not constitute a commitment by Heureka Labs to permit Credit Deficits on future Tasks, and Heureka Labs reserves the right to adjust its Task management practices at any time. (e) Organizational Accounts. For Accounts held by Organizations with an active purchase order arrangement under Section 3.9(b), Credit Deficits will be reflected in the next applicable invoice rather than requiring immediate Credit purchase, subject to the payment terms of the applicable purchase order agreement. (f) No Guarantee of Task Completion. Heureka Labs does not guarantee that any Task will complete successfully or within any particular timeframe. Credits consumed during a Task that does not complete successfully due to Platform error will be reviewed by Heureka Labs on a case-by-case basis; however, Heureka Labs has no general obligation to refund Credits consumed during Tasks that fail due to factors outside Heureka Labs’s reasonable control, including User Data errors, third-party service interruptions, or Force Majeure Events. Notwithstanding the foregoing, Credits deposited for Tasks that were not initiated and that fail solely due to a Force Majeure Event will be returned to User’s available Credit balance.
DATA, PRIVACY, AND CONFIDENTIALITY 4.1 User Data Ownership Users retain ownership of their User Data and Outputs, subject to the terms of this Agreement. Heureka Labs claims no ownership over User Data or Outputs, subject to the license granted in EULA Section 4.5. “User Data” means files, data, research materials, text, images, code, or other content uploaded, created, or generated by a User through the Platform. “Output” means any result, analysis, report, generated text, code, visualization, or other content produced by the Platform in response to or based on a User’s inputs, instructions, or data. 4.2 Data Privacy Each User’s data and files are private to that User’s individual profile. Other Users in the same Account may not access another User’s data or files unless the User has explicitly shared a project, added the other User as a collaborator, saved files to a shared workspace, or otherwise made their data and files available to individuals outside of the User’s profile through their own actions. 4.3 No AI Training on User Data Heureka Labs does not use User Data or Outputs to train its AI models. The exceptions are: (a) pursuant to an explicitly executed Statement of Work or written agreement for custom model development; (b) where the User or User’s Organization has independently published such data or Outputs in a peer-reviewed journal, public preprint repository, public dataset repository, or equivalent public venue, in which case Heureka Labs may use the published version of such data for model training to the same extent as any other member of the public. This commitment is consistent with and supplements the confidentiality obligations in any MSA between Heureka Labs and User’s Organization; and (c) where User has the Response Ratings feature enabled as described in EULA Section 5.11. In such case, Heureka Labs may use specific Outputs rated by User through that feature, together with the associated Rating signal, for the limited purpose of training AI models to improve response quality, as described in EULA Section 4.5(c). This exception does not extend to unrated Outputs or User Data. 4.4 Memory Features The Platform may offer memory features that use information from prior conversations within a User’s account to personalize agent interactions. This memory is scoped to the individual User’s account only. Heureka Labs does not use memory data to train models. For Users accessing the Platform via the desktop Software, conversation memory is implemented as Local Memory on User’s local device as described in EULA Section 5.9(b). Local Memory for desktop use may be disabled by User at any time through the Platform’s memory management interface settings; User may also delete existing Local Memory files at any time directly through the local filesystem, as described in EULA Section 5.9(b)(iii). Users on the web interface may toggle conversation memory on or off through the interface. 4.5 Prohibition on Protected Health Information and Personal Data of Research Subjects (a) Prohibition. Users may not upload to the Platform: (i) Protected Health Information (“PHI”) as defined under 45 C.F.R. § 160.103 (the HIPAA Privacy Rule); (ii) personally identifiable information (“PII”) of research subjects, clinical trial participants, or other identified or identifiable natural persons, except as expressly permitted under applicable law and only after de-identification as described in Section 4.5(b); or (iii) special categories of personal data as defined in GDPR Article 9 without prior written agreement with Heureka Labs under Section 4.5(e). (b) De-Identification Standard. Users may upload health and research data that has been de-identified in accordance with applicable legal standards. For data derived from U.S. health records, de-identification must comply with either the Expert Determination Method or the Safe Harbor Method under 45 C.F.R. § 164.514(b). For EU/UK data, de-identification must comply with applicable guidance from the relevant supervisory authority. User is solely responsible for ensuring that data uploaded to the Platform meets the applicable de-identification standard before upload. (c) No PHI Screening. Heureka Labs does not screen User Data uploads for the presence of PHI or PII. The absence of a warning or error upon upload does not constitute Heureka Labs’s confirmation that uploaded data is free of PHI or PII. User bears sole responsibility for compliance with this Section. (d) Breach and Remediation. If Heureka Labs discovers or reasonably suspects that User has uploaded PHI or PII in violation of this Section, Heureka Labs may: (i) immediately suspend access to the relevant data; (ii) notify User to allow User to fulfill any applicable data breach notification obligations; and (iii) delete the improperly uploaded data after providing User a reasonable opportunity (not less than seventy-two (72) hours) to retrieve it, except where immediate deletion is required by applicable law or poses a security risk. Any User who uploads PHI or PII in violation of this Section assumes all associated legal liability and agrees to indemnify Heureka Labs under Section 12.1. (e) BAA and Special Data Agreements. Heureka Labs does not execute Business Associate Agreements (BAAs) as a standard Platform offering. Users requiring PHI processing or special category data handling must contact support@heurekalabs.co to discuss a separately negotiated agreement. No such agreement shall be implied from conduct, continued Platform use, or Heureka Labs’s receipt of data that may contain PHI. 4.6 Export Controlled Data Users may upload export-controlled data to the Platform but are solely responsible for compliance with all applicable export control laws and regulations (including ITAR and EAR). Users must ensure that project collaborators, access permissions, and data sharing practices comply with export control requirements. Heureka Labs accepts no responsibility for Users’ export control compliance. 4.7 Cloud Storage and Data Retention User files stored on Heureka Labs’s cloud servers will be retained indefinitely unless: (a) User removes the data; (b) the User’s Account is terminated, in which case data download access is governed by the Download Window described in Section 7.5 and EULA Section 8.2(e)(i) and Section 8.4(c); or (c) Heureka Labs provides at least thirty (30) days’ advance notice of planned deletion. For termination with notice, User has read-only download access during the final five (5) days of the thirty (30) day notice period, with all access terminating at the end of that period. For immediate termination, Heureka Labs will, at its sole discretion and where appropriate given the circumstances, provide a separate five (5) calendar day download window for accessible, non-breaching User Data. Notwithstanding the foregoing, data generated in violation of these Terms or the EULA may be deleted immediately upon Account termination, subject to any applicable legal hold, regulatory preservation, or law enforcement disclosure obligations, as further described in EULA Section 8.4(d). Heureka Labs may retain a single archival or backup copy in standard backup systems for a commercially reasonable period following Account closure. 4.8 Local Files Files stored on User’s local device are outside of Heureka Labs’s control and responsibility. Heureka Labs has no obligation regarding the security, integrity, backup, or recovery of locally stored files. 4.9 Confidentiality of Platform Information (a) Definition. ‘Heureka Labs Confidential Information’ means non-public technical information specifically identified or reasonably understood to be confidential at the time of disclosure, including: (i) proprietary details of Heureka Labs’s internal platform architecture, AI models, algorithms, tools, agents, infrastructure, software, processes, methodologies, source code, model weights, data, and algorithmic design, to the extent such details are not discernible from ordinary use of the Platform; (ii) non-public business, financial, or strategic information of Heureka Labs; and (iii) information designated in writing as ‘Confidential’ by Heureka Labs. For the avoidance of doubt, Heureka Labs Confidential Information does NOT include: (A) the general capabilities, features, and functionalities of the Platform as experienced through ordinary use; (B) the content, nature, or characteristics of Outputs generated by User; (C) the existence of User’s engagement with Heureka Labs; or (D) information that User is required to disclose pursuant to Section 6.5 of the Terms of Service (publication disclosure obligations). (b) Obligations. User shall: (i) maintain Heureka Labs Confidential Information in strict confidence using at least the same care used to protect User’s own confidential information, but no less than reasonable care; (ii) not disclose Heureka Labs Confidential Information to third parties without Heureka Labs’s prior written consent; (iii) use Heureka Labs Confidential Information solely for User’s authorized use of the Platform; and (iv) not reverse engineer, decompile, or disassemble any component of the Platform to derive non-public technical information. (c) Duration. These obligations apply during the term of User’s Account and for five (5) years following termination or expiration. (d) Exclusions. These obligations do not apply to information that: (i) was rightfully known to User prior to disclosure and free of any obligation of confidentiality; (ii) becomes publicly available through no act or omission of User; (iii) is independently developed by User without reference to or use of Heureka Labs Confidential Information; (iv) is received by User from a third party lawfully entitled to disclose it without restriction; or (v) User is required to disclose pursuant to applicable law, regulation, valid legal process (including subpoena, court order, or regulatory demand), or the order of a court or governmental authority of competent jurisdiction (“Legally Compelled Disclosure”), provided that: (A) User provides Heureka Labs with prompt written notice of such requirement as soon as practicable and in advance of disclosure to the extent permitted by applicable law, to allow Heureka Labs to seek a protective order or other appropriate relief; (B) User discloses only that portion of the Heureka Labs Confidential Information that is legally required to be disclosed; and (C) User uses commercially reasonable efforts to obtain confidential treatment of the disclosed information from the receiving authority. 4.10 Platform Review Rights Heureka Labs reserves the right to review User profiles, account activity, and usage data for: (a) security monitoring and incident response; (b) customer service and technical support; (c) quality assurance; (d) marketing and experience enhancement purposes; (e) investigating potential Terms violations; (f) aggregated usage analytics as described in Section 4.12. Such review is conducted in accordance with the Privacy Policy. 4.11 Data Breach Notification Heureka Labs will make commercially reasonable efforts to notify affected Users in a timely manner in the event of a confirmed data breach affecting their User Data, in accordance with applicable law. 4.12 Aggregated Usage Analytics Heureka Labs may analyze aggregated, de-identified usage data including feature interactions, tool usage patterns, and workflow analytics to improve Platform functionality, user experience, and product development. This use does not involve training AI models on User Data or Outputs. The corresponding Privacy Policy disclosure is set forth in Section 2 of the Privacy Policy. Users located in the EEA or UK may object to this processing by contacting support@heurekalabs.co. 4.13 GDPR, International Users, and California Users Users located in the European Union or United Kingdom are subject to the General Data Protection Regulation (“GDPR”) or UK GDPR. Heureka Labs’s data practices comply with applicable GDPR requirements for EU/UK Users. The GDPR Data Processing Addendum (“DPA”) and Annex I are attached as Exhibit A. Annexes II and III are available upon request at support@heurekalabs.co. In the event of conflict between these Terms and the DPA for EU/UK Users, the DPA shall control with respect to personal data processing for such EU/UK Users. California residents’ data rights are governed by Section 10 of the Privacy Policy.
COLLABORATIVE PROJECTS AND INTELLECTUAL PROPERTY 5.1 Collaboration Features Users may share projects and add other Users as collaborators. Collaborators have access to project data and files as determined by the project owner. 5.2 Joint Intellectual Property in Collaborative Projects Users who collaborate on a project jointly share intellectual property rights in the Outputs of that project, to the extent such intellectual property is owned by Users. The specific distribution of ownership rights among collaborators is a matter to be determined solely by the collaborating Users and their Organizations. Heureka Labs has no role in such determinations and accepts no liability for collaborative intellectual property disputes. 5.3 Authorized Participants in Project Agreements For Users operating under a project-level MSA with Heureka Labs, the engagement of third-party collaborators (“Authorized Participants” as defined in EULA Section 1.10) is governed by the MSA. Under the MSA, Customer is fully responsible and liable for all actions, omissions, and obligations of Authorized Participants. Users of the Platform who wish to engage collaborators outside of an MSA framework must ensure those collaborators independently accept these Terms and the Privacy Policy before accessing any shared project data. 5.4 Institutional Intellectual Property Agreements Users are solely responsible for complying with intellectual property ownership policies of their employing or affiliated institutions (including but not limited to university intellectual property policies, invention assignment agreements, or similar). Institutional intellectual property is governed by the institution-user agreement rather than Heureka Labs. Heureka Labs is not responsible for any determination of intellectual property ownership between Users and their institutions. Users should independently consult their institution’s policies and legal counsel. 5.5 Independent Development A User’s generation of a particular Output does not create any claim over similar or identical Outputs or discoveries independently developed by other Users, researchers, or third parties. Similar results arising from independent use of the Platform or from independent research do not constitute infringement of any User’s rights. 5.6 Feedback and Suggestions (a) Definition. “Feedback” means any suggestion, idea, enhancement request, recommendation, bug report, correction, or other feedback that User provides to Heureka Labs regarding the Platform, whether submitted through in-Platform tools, support channels, email, user research sessions, surveys, direct communications with Heureka Labs personnel, or any other means. “Feedback” includes, without limitation, free-text comments voluntarily submitted by User in connection with the Response Rating feature described in EULA Section 5.11. For the avoidance of doubt, binary or categorical Response Ratings (i.e., thumbs up / thumbs down selections and equivalent categorical ratings, without accompanying free-text) are governed by EULA Section 5.11 and are not subject to the intellectual property assignment in Section 5.6(b), which applies only to substantive Feedback content such as free-text comments and suggestions. (b) Assignment and License. User hereby irrevocably assigns to Heureka Labs all right, title, and interest in and to all Feedback, including all intellectual property rights. To the extent any rights in Feedback are not fully assignable under applicable law (including moral rights), User grants Heureka Labs a perpetual, irrevocable, exclusive, worldwide, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, create derivative works of, distribute, and display such Feedback in connection with the development, improvement, and operation of the Platform and Heureka Labs’s other products and services. This license is not subject to any obligation of confidentiality, attribution, or compensation to User. (c) No Obligation. Heureka Labs is under no obligation to review, consider, implement, or respond to any Feedback. Submission of Feedback does not create any expectation of compensation, credit, or implementation by Heureka Labs. (d) Exclusion of User Data and Outputs. “Feedback” does not include User Data or Outputs. Ownership and license provisions applicable to User Data and Outputs are governed exclusively by EULA Sections 4.4 and 4.5 and Terms of Service Section 4.1. Users are encouraged not to include proprietary research data or confidential information in Feedback. If User inadvertently includes proprietary data in Feedback, EULA Section 3.2 (Confidentiality Obligations) governs that information, and the assignment and license in this Section shall not expand Heureka Labs’s rights beyond what is available under the confidentiality exclusions. (e) User Warranty. User represents and warrants that all Feedback: (i) is User’s original work or User has the right to provide it to Heureka Labs; (ii) does not infringe any third party’s intellectual property rights; and (iii) does not contain personal data of third parties except as necessary to describe a specific technical issue.
ACCEPTABLE USE POLICY 6.1 Prohibited Research Activities The Platform may not be used for the following: • Weapons research, including design, development, or improvement of conventional, biological, chemical, nuclear, or radiological weapons; • Human reproductive cloning research; • Dual-use pathogen research that is not in compliance with applicable biosafety, biosecurity, and regulatory requirements; • Any research that is illegal under applicable law in User’s jurisdiction or under U.S. federal or state law (where differences exist, the more conservative standard applies); • Research involving fabrication, falsification, or plagiarism of scientific data; • Submission of Platform Outputs directly to any regulatory authority (including the FDA, EMA, or equivalent bodies) as the primary evidence base for a regulatory application, without independent validation, expert review, and verification by qualified personnel responsible for the submission, as further described in EULA Section 6.5. 6.2 Research Regulatory Compliance Users are solely responsible for compliance with all applicable laws, regulations, and institutional requirements, including but not limited to: • Institutional Review Board (IRB) approval for human subjects research; • Institutional Animal Care and Use Committee (IACUC) protocols for animal research; • Biosafety committee approvals for work involving biological agents; • Export control laws and regulations; • Privacy and data protection laws in User’s jurisdiction meeting at least U.S. federal standards; • Applicable AI regulations, including the EU AI Act where User is established in the European Union or deploys the Platform in a manner subject to that Regulation; • Applicable GxP regulations and guidance (including FDA 21 CFR Parts 11, 210, 211, and related provisions; EMA GxP guidelines; and ICH Q9, Q10, and related guidelines) where the Platform is used in connection with GxP-regulated activities, including computer system validation and qualification of AI-assisted analytical tools in GxP environments; • FDA, EMA, and equivalent regulatory authority requirements applicable to the use of AI/ML tools in drug development, medical device development, or clinical research, including requirements for validation, audit trails, data integrity, and documentation of AI-assisted analyses included in or supporting regulatory submissions. 6.3 Security and Platform Integrity Users may not: • Attempt to hack, breach, probe, scan, or test the vulnerability of the Platform without prior written authorization from Heureka Labs; • Upload, transmit, or execute malicious code, viruses, malware, or any software designed to disrupt or damage the Platform or other Users’ data; • Engage in prompt injection attacks, model extraction, or any activity designed to circumvent the Platform’s security measures, extract proprietary model information, or replicate Platform functionality; • Attempt to gain unauthorized access to any portion of the Platform, other Users’ accounts or data, or Heureka Labs’s infrastructure; • Interfere with or disrupt the Platform’s operations or the servers and networks connected to the Platform. 6.4 Sanctions Compliance User’s obligations with respect to export controls and sanctions compliance are set forth in EULA Section 12, which is incorporated herein by reference and applies in full to User’s use of the Platform (including the web interface), not only to the desktop Software. Without limiting the foregoing, for the avoidance of doubt, the following obligations apply to all Platform use, including the web interface: (a) User represents and warrants, on a continuing basis, that User is not: (i) located in or ordinarily resident in a jurisdiction subject to a comprehensive U.S. embargo; (ii) named on, or owned or controlled by a party named on, the OFAC SDN List, the Commerce Department Entity List, or the State Department Debarred Parties List; or (iii) otherwise prohibited from using the Platform under applicable export control or sanctions laws. (b) User is solely responsible for ensuring that its use of the Platform, including the engagement of Authorized Participants and the upload of User Data, complies with all applicable export control laws and regulations. (c) If User’s status changes or User becomes aware of any potential compliance issue, User must immediately cease using the Platform and notify Heureka Labs at support@heurekalabs.co. 6.5 Disclosure of Platform Use In the interest of scientific transparency and research integrity, Users who publish, present, or otherwise disseminate research, data, analyses, results, or findings that were generated in whole or in part using the Platform, including outputs of Heureka Labs’s AI models, agents, analytical tools, or computational infrastructure, agree to disclose such use in all externally facing materials, including but not limited to peer-reviewed publications, conference presentations, posters, preprints, grant applications, regulatory submissions, and press releases (“External Materials”), in a manner consistent with applicable funder requirements, guidelines, and journal or institutional policies requiring AI use disclosure. (a) Form of Disclosure. Disclosure shall be made in the methods section, acknowledgments section, or other location customary for the relevant publication or presentation format. At minimum, disclosure should identify Heureka Labs as the platform used and the nature of the use (e.g., data analysis, literature review, hypothesis generation, experimental design support), with the option of including the version or date of access where known. Heureka Labs will make suggested citation language and a platform description available on its website for Users’ convenience, and Users are encouraged to use such language where applicable. (b) Scope of Disclosure Obligation. The disclosure obligation applies to substantive use of the Platform that materially contributed to the research or findings being communicated. It does not require disclosure of incidental or administrative use of the Platform unrelated to the research being reported (e.g., document formatting, scheduling, or communication tools). Users shall exercise good faith judgment in determining whether Platform use was sufficiently material to warrant disclosure. (c) No Endorsement. Disclosure of Platform use does not constitute or imply Heureka Labs’s endorsement of any research, findings, conclusions, or claims made in External Materials. Heureka Labs expressly disclaims responsibility for the accuracy, validity, or scientific integrity of any research conducted using the Platform. Users remain solely responsible for the accuracy and integrity of their research and publications. (d) Relationship to Intellectual Property Provisions. Nothing in this Article limits or modifies User’s ownership of research Outputs as set forth in EULA Section 4.4, or Heureka Labs’s ownership of Company Property and Company Improvements as set forth in EULA Sections 4.1 and 4.2. Disclosure of Platform use does not create any Heureka Labs claim over User research or discoveries. (e) Research Integrity. (i) Obligation. Users agree not to affirmatively represent Platform Outputs as independently derived human analysis where the Platform materially contributed to the work, and not to knowingly and materially misrepresent the role of AI-assisted tools in any External Materials, grant applications, or regulatory submissions. (ii) Inadvertent Omissions. An inadvertent failure to disclose Platform use in a single publication or submission, without accompanying misrepresentation, does not by itself constitute a violation of this Section. Heureka Labs will not take enforcement action against Users for inadvertent omissions. (iii) Cure Period. Where Heureka Labs has reasonable grounds to believe a User has violated this Section, Heureka Labs will notify the User in writing with a description of the specific concern. The User shall have thirty (30) days following such notice to provide a written explanation or, where appropriate, to take steps to correct the relevant External Material (“Cure Period”). Account termination under this Section shall not occur before expiration of the Cure Period, except where the violation involves knowing and deliberate misrepresentation. (iv) Termination. Following expiration of the Cure Period without satisfactory resolution, or immediately in the case of knowing and deliberate misrepresentation of the kind described in Section 6.5(e)(i), Heureka Labs reserves the right to terminate the User’s Account. Violation of this Section may also constitute research misconduct under applicable institutional and regulatory policies; Heureka Labs does not monitor publications for disclosure compliance and has no obligation to report suspected violations to any institution or regulatory body. (v) No Monitoring. Heureka Labs does not systematically monitor publications or external materials for compliance with this Section. Enforcement under this Section is based on information brought to Heureka Labs’s attention by third parties or discovered in the course of other Platform operations. 6.6 Competitor Use Restriction (a) Prohibition. Users who are employed by, engaged as contractors by, or acting on behalf of a Competing Organization (as defined below) may not use the Platform for any purpose that is reasonably related to the development, improvement, evaluation, or benchmarking of a product or service that competes with the Platform, without Heureka Labs’s prior written consent. (b) Definition of Competing Organization. A “Competing Organization” means any person or entity that: (i) operates, develops, or commercially offers an AI-powered research platform, scientific workflow automation tool, or laboratory intelligence platform that is substantially similar in function or intended use case to the Platform; or (ii) has publicly announced, through press releases, investor communications, job postings, or similar public statements, a definitive plan to develop or offer such a product. (c) Permitted Academic and Research Use. The restriction in Section 6.6(a) does not prohibit a researcher employed by or affiliated with a Competing Organization from using the Platform for genuine independent scientific research that is not directed toward competitive intelligence gathering, platform benchmarking, model extraction, or feature replication with respect to Heureka Labs’s Platform. (d) Representation at Registration. By creating an Account, User represents that User is not using the Platform in violation of Section 6.6(a). If User’s status changes such that this representation becomes inaccurate, User must immediately notify Heureka Labs at support@heurekalabs.co. (e) Termination. A violation of Section 6.6(a) constitutes a material breach of these Terms and grounds for immediate termination of User’s Account under Section 7.2 without prior notice, forfeiture of all Credits under Section 7.3, and pursuit of all available legal remedies. Heureka Labs reserves the right to investigate suspected violations and may suspend an Account pending investigation under Section 7.1.
SUSPENSION AND TERMINATION 7.1 Suspension Heureka Labs reserves the right to suspend any User or Account, with or without notice, pending investigation of suspected violations, security incidents, fraudulent activities, misrepresentations, or conduct that Heureka Labs determines may harm the Platform or other Users. Credits may be frozen during suspensions. 7.2 Termination Heureka Labs reserves the right to terminate any Account at its sole and absolute discretion, for any reason or no reason, upon thirty (30) days’ notice (twenty-five (25) day full-access period followed by a five (5) day Download Window as detailed in EULA Section 8.2). Immediate termination without notice may occur where Heureka Labs determines, or has reasonable grounds to believe, that a User has committed a material breach, provided false or misleading information, engaged in fraudulent activity, violated security requirements or prohibited research restrictions, or engaged in conduct posing immediate risk to the Platform or other Users. The circumstances giving rise to immediate termination include those described in EULA Section 8.2(b). 7.3 Credit Forfeiture In the event of termination for cause, all unused Credits in the terminated Account are forfeited and non-refundable. No compensation will be provided for forfeited Credits or interrupted services. 7.4 Reverse Engineering and Prompt Injection Any attempt to reverse engineer or decompile the Platform, extract model, source code, or system information, engage in prompt injection, or circumvent security constitutes an immediate and material breach warranting immediate Account termination, forfeiture of all Credits, and pursuit of all available legal remedies. 7.5 Post-Termination Data Access Following termination with notice under Section 7.2, User’s data download access is governed by the concurrent Download Window described in EULA Section 8.2(e)(i) and 8.4(c): User has read-only download access during the final five (5) days of the thirty (30) day notice period, with full access terminating at the end of the notice period. Following immediate termination, Heureka Labs will, at its sole discretion and where appropriate given the circumstances of termination, provide a five (5) calendar day download window for accessible, non-breaching User Data. Data generated in breach of these Terms is not accessible following termination of any kind, and Heureka Labs has no obligation to provide access to or copies of such data. Heureka Labs reserves the right to permanently delete such data immediately upon termination, subject to any applicable legal hold, regulatory preservation, or law enforcement disclosure obligations, as further described in EULA Section 8.4(d). 7.6 False Information and Account Integrity User represents and warrants that all information provided to Heureka Labs in connection with account registration, identity verification, organizational affiliation, eligibility, and Platform use is and shall remain accurate, complete, and not misleading. Without limiting the foregoing, the creation or use of multiple Accounts in violation of Section 2.7 constitutes a material provision of false registration information and is subject to all remedies available under this Section 7.6. If Heureka Labs discovers or has reasonable grounds to suspect that any such information was or has become false, misleading, or fraudulent, Heureka Labs may, in its sole discretion and without prior notice: (a) immediately suspend the Account pending investigation; (b) terminate the Account upon a reasonable determination that false or misleading information was provided; (c) forfeit all Credits in the Account; (d) pursue all available legal remedies, including claims for damages, costs, and equitable relief; and (e) disclose information about the Account and its activities to law enforcement, regulatory authorities, or affected third parties to the extent required or permitted by applicable law. Heureka Labs’s exercise of rights under this Section does not limit any other termination right under these Terms.
THIRD-PARTY SERVICES 8.1 The Platform may integrate with or make calls to third-party services, APIs, devices, or data sources. Heureka Labs is not responsible for third-party services, their availability, accuracy, privacy practices, or terms. 8.2 User’s use of third-party services accessed through the Platform is subject to those services’ own terms and privacy policies. 8.3 Heureka Labs makes no representations regarding the performance, reliability, or legality of third-party services.
ENTERPRISE AND INSTITUTIONAL AGREEMENTS 9.1 Heureka Labs may enter into separate MSAs or enterprise agreements with Organizations providing additional, modified, or supplementary terms. 9.2 In the event of conflict between an MSA and these Terms, the MSA shall control solely for the specific provisions in explicit conflict. All provisions of these Terms not expressly superseded by an MSA remain in full force. 9.3 The absence of a provision in an MSA shall not be construed as superseding these Terms on that subject. 9.4 Compensation and Invoicing for Project Services. For Users operating under a project-level MSA and SOW, fees, invoicing, payment terms, and late payment penalties are governed by the applicable MSA and SOW. Invoice disputes must be raised in writing within seven (7) days of receipt. Heureka Labs will respond to dispute notices within thirty (30) days. Disputes not raised within seven (7) days of invoice receipt are deemed accepted.
REPRESENTATIONS AND WARRANTIES 10.1 By Heureka Labs. Heureka Labs represents and warrants: (a) it is duly organized and validly existing under Delaware law; (b) it has full authority to enter into these Terms; (c) it has taken all necessary action to authorize these Terms; and (d) the Platform services are provided using reasonable care and professional skill consistent with industry standards. 10.2 By User. User represents and warrants: (a) it has full legal capacity and authority to accept these Terms; (b) if accepting on behalf of an Organization, it is authorized to bind the Organization; (c) all representations in EULA Section 4.6 regarding User Data rights are accurate and constitute continuing obligations; and (d) User is not on any applicable OFAC or government sanctions list.
DISCLAIMERS AND LIMITATION OF LIABILITY 11.1 THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. HEUREKA LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW. 11.2 HEUREKA LABS DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PLATFORM. THERE IS NO UPTIME SERVICE LEVEL AGREEMENT. 11.3 HEUREKA LABS’S TOTAL CUMULATIVE LIABILITY TO USER FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, INCLUDING CLAIMS UNDER SECTION 12.2 AND ANY INTELLECTUAL PROPERTY INDEMNIFICATION CLAIMS, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY USER TO HEUREKA LABS FOR CREDITS AND PLATFORM ACCESS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS IS A SINGLE AGGREGATE CAP APPLYING TO ALL CLAIMS COMBINED, NOT PER INCIDENT OR PER CLAIM TYPE. 11.4 IN NO EVENT SHALL HEUREKA LABS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF DATA, LOSS OF RESEARCH, OR LOSS OF PROFITS. NOTWITHSTANDING THE FOREGOING, THIS EXCLUSION OF CONSEQUENTIAL DAMAGES AND THE AGGREGATE LIABILITY CAP IN SECTION 11.3 SHALL NOT APPLY TO: (A) BREACHES OF CONFIDENTIALITY OBLIGATIONS; OR (B) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. FOR THE AVOIDANCE OF DOUBT, EACH PARTY’S INDEMNIFICATION OBLIGATIONS ARE SUBJECT TO THE AGGREGATE LIABILITY CAP IN SECTION 11.3 AND THE CONSEQUENTIAL DAMAGES EXCLUSION IN THIS SECTION 11.4, EXCEPT THAT THE CONSEQUENTIAL DAMAGES EXCLUSION SHALL NOT LIMIT A PARTY’S OBLIGATION TO INDEMNIFY THE OTHER PARTY AGAINST CONSEQUENTIAL DAMAGES ACTUALLY AWARDED BY A COURT OR ARBITRATOR TO A THIRD PARTY IN AN INDEMNIFIED CLAIM. 11.5 Force Majeure. Neither party shall be responsible for failure or delay caused by events beyond its reasonable control, including strike, fire, flood, pandemic, earthquake, act of war, terrorism, or governmental action (“Force Majeure Event”). The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance. If a Force Majeure Event persists for more than ninety (90) days, the non-affected party may terminate the relevant engagement by written notice.
INDEMNIFICATION 12.1 By User. User agrees to defend, indemnify, and hold harmless Heureka Labs and its affiliates, officers, directors, and employees from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) User’s use of the Platform; (b) the content of User Data and uploads; (c) User’s violation of these Terms or applicable law; (d) User’s violation of any third party’s rights, including intellectual property rights; (e) User’s breach of representations or warranties, including without limitation any unauthorized provision or use of User Data, privacy law violations, or third-party claims arising from lack of authority to provide User Data to Heureka Labs; (f) User’s research activities; or (g) activities of any individuals authorized by User outside of a formal MSA. 12.2 By Company. Heureka Labs agrees to defend, indemnify, and hold harmless User from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising solely from allegations that the Platform’s underlying technology, as provided by Heureka Labs independent of any User inputs, modifications, configurations, or data, infringes a third party’s intellectual property rights, or arising from Heureka Labs’s own gross negligence or willful misconduct in the provision of the Platform (“Company Indemnified Claims”). The party entitled to indemnification under this Section 12.2 shall be referred to as the “Indemnified Party”. Heureka Labs’s obligations under this Section 12.2 are subject to the following conditions and limitations: (a) Exclusions. Heureka Labs shall have no obligation under this Section 12.2 to the extent that any claim arises from: (i) User’s modification of the Platform or combination of the Platform with third-party software, hardware, or data not provided or approved by Heureka Labs; (ii) User’s continued use of the Platform after Heureka Labs has provided a non-infringing alternative or notified User to cease the infringing use; (iii) User’s use of the Platform in a manner that violates these Terms, the EULA, or applicable law; (iv) User Data, Outputs, or any content or inputs provided by User; or (v) Heureka Labs’s compliance with User’s specific instructions or requirements. (b) Mitigation Options. If the Platform, or any component thereof, becomes or in Heureka Labs’s reasonable opinion is likely to become the subject of an intellectual property infringement claim, Heureka Labs may, at its sole discretion and expense: (i) procure for User the right to continue using the affected component; (ii) modify the affected component to make it non-infringing while preserving materially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially reasonable, terminate User’s access to the affected component upon reasonable notice and User may, at their election, request a pro-rata credit for unused Credits in User’s Account at the time of termination of the affected component. The exercise of any option under this Section 12.2(b) shall constitute Heureka Labs’s complete satisfaction of its indemnification obligation with respect to the applicable claim. (c) Liability Cap. Heureka Labs’s liability under this Section 12.2 is subject to and governed by the aggregate liability cap in Section 11.3 and the consequential damages exclusion in Section 11.4, as modified by Section 11.4’s applicable carve-outs. The aggregate liability cap in Section 11.3 applies to all indemnification claims under this Section 12.2 in the aggregate. (d) Indemnification Conditions. The indemnification obligations in this Section 12.2 are contingent on the Indemnified Party: (i) providing Heureka Labs with prompt written notice of the claim, and in any event within thirty (30) days of becoming aware of it; (ii) granting Heureka Labs the right, but not the obligation, to assume sole control of the defense and settlement of the claim; and (iii) providing Heureka Labs with reasonable cooperation and assistance in the defense, at Heureka Labs’s expense. Heureka Labs shall not settle any claim in a manner that imposes financial obligations, admissions of liability, or material operational restrictions on the Indemnified Party without that party’s prior written consent, not to be unreasonably withheld or delayed. 12.3 General Indemnification Conditions. Unless otherwise specified in this Section 12, the conditions set forth in Section 12.2(d) apply to the indemnification obligations of both parties.
GOVERNING LAW AND DISPUTE RESOLUTION 13.1 These Terms are governed by the laws of the State of Delaware without regard to conflict of law principles. 13.2 Arbitration. Except as provided in Sections 13.3, all disputes shall be resolved by binding arbitration under AAA Commercial Arbitration Rules, with a single arbitrator, seated in Wilmington, Delaware, unless otherwise agreed to in writing by both parties. 13.3 Class Action Waiver. User waives any right to class action, class-wide arbitration, or representative proceedings. All claims must be brought individually. 13.4 Injunctive Relief. Either party may seek emergency injunctive relief in any court of competent jurisdiction without waiving the right to arbitrate. Breach of confidentiality obligations shall entitle the affected party to seek injunctive relief without the necessity of posting a bond or other security. 13.5 Time Limitation. Claims must be brought within one (1) year of accrual. 13.6 EU/UK Users. Where applicable law requires mandatory local court jurisdiction for EU/UK consumer disputes, that requirement applies notwithstanding the arbitration provision.
NOTICES All notices required or permitted under these Terms shall be in writing and shall be deemed given: (a) on the day of delivery if delivered personally; (b) on the day of transmission if sent by email with written confirmation of receipt; (c) one business day after deposit with a reputable overnight delivery service; or (d) five business days after mailing by certified mail, return receipt requested. Notices to Heureka Labs shall be sent to:
Heureka Labs, Inc. Attn: Notice under Terms of Service 1030 N Rogers Ln, Ste 121 PMB 2165 Raleigh, NC 27610, USA Email: support@heurekalabs.co
Notices to User shall be sent to the email address on file with User’s Account. Users are responsible for keeping contact information current.