Lab24 (Astell) — Terms of Service

By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

These Terms of Service (this "Agreement") are between Lab24, Inc., a Delaware corporation at 251 Little Falls Drive, Wilmington, DE 19808 ("Lab24," "we," "us"), and the individual or legal entity accessing the Service ("Customer," "you").

The "Service" means the Astell software platform and any associated websites and APIs operated by Lab24, including astell.space and labtwofour.com. Astell is a context-aware work platform that connects to your team's third-party tools to power search, automation, and workflows.

This Agreement incorporates Lab24's Privacy Policy, Data Processing Addendum ("DPA"), and any Order Form executed or accepted by the parties. The "Effective Date" is the earlier of (i) your first access to the Service or (ii) the date of your first Order Form.

The Short & Sweet Version

Business use only. The Service is for commercial and workplace use, not consumer purposes.
You own your data. Customer Data stays yours. Lab24 processes it only to run the Service. We do not use your content to train AI models.
Integrations. You control which third-party tools you connect and what permissions you grant. Lab24 acts as a data processor for connected content.
Plans and billing. Paid subscriptions auto-renew unless you cancel before the renewal date. Cancellation takes effect at the end of the current billing cycle. See the Pricing Page for current plans.
Support and SLA. Support response times depend on your plan. See the Service Level Agreement. Enterprise customers can request a formal SLA at legal@labtwofour.com.
Security. We encrypt data in transit and at rest, enforce access controls, and monitor the Service. Details: How Astell protects your data.
Privacy and DPA. Personal data is handled under our Privacy Policy. Request a signed DPA at legal@labtwofour.com.
AI output. AI features can produce incomplete or inaccurate results. Review Output before relying on it.
Beta and free plans. Free, trial, and beta offerings are provided without warranties or service-level commitments.
Liability. Except for excluded claims, each party's total liability is capped at US$10,000. Disputes are resolved in Delaware courts with no class actions.
Contact. Questions about these Terms: legal@labtwofour.com.

1. The Service

1.1 Access. Subject to this Agreement, Customer and its authorized users ("Users") may access and use the Service during the Subscription Term in accordance with the applicable Order Form, online subscription plan, and Lab24's documentation ("Documentation"). Customer is responsible for its Users' compliance with this Agreement and for the security of all login credentials.

1.2 Plans. The Service is offered through various plans described on the Pricing Page, including self-serve and enterprise plans. Free, trial, and beta use is subject to Section 7 (Beta and Free Offerings).

1.3 Integrations. Customer may connect third-party services (e.g., Slack, Google Workspace, Notion, Linear, GitHub) to the Service. Customer is responsible for its use of those services and for granting Lab24 only the permissions Customer wishes to provide. Lab24 acts as a data processor for content ingested from connected integrations.

1.4 AI Features. The Service includes AI-powered features. Customer retains all rights in content provided to the Service ("Input") and outputs generated for Customer ("Output"). Lab24 will not use Customer's Input or Output to train, develop, or improve any AI or machine-learning models, except where strictly necessary to operate the Service for Customer. Lab24 contracts with its third-party AI model providers under terms that prohibit those providers from using Customer's Input or Output to train their models. AI Output may be incomplete or inaccurate. Customer is responsible for reviewing and validating Output before relying on it. All Output is provided "as is" and is subject to the disclaimers and liability limits in this Agreement.

1.5 Business Use. The Service is intended solely for business and commercial use. Customer represents that it is accessing and using the Service for business purposes and not as a "consumer" within the meaning of any consumer-protection law.

2. Acceptable Use

Customer will not (and will not permit any User or third party to): (a) sell, sublicense, or distribute the Service to any third party; (b) reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service, except as expressly permitted by law; (c) modify or create derivative works of the Service; (d) remove or obscure proprietary notices; (e) use the Service to build a directly competing product, or benchmark the Service for public disclosure without Lab24's written consent; (f) use the Service to transmit malware, conduct unauthorized security testing, or interfere with the integrity or performance of the Service; (g) use the Service in violation of applicable law, including export controls, sanctions, and laws governing privacy and intellectual property; or (h) upload Customer Data that Customer does not have the right to provide or that infringes the rights of any third party.

3. Customer Data

3.1 Ownership. "Customer Data" means all data, content, and materials Customer or its Users provide to the Service or connect via integrations, including any Input and the corresponding Output. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Lab24 a non-exclusive, worldwide, royalty-free license during the Subscription Term to host, process, transmit, and display Customer Data solely to provide and support the Service.

3.2 Customer Responsibilities. Customer is solely responsible for the accuracy, content, and legality of Customer Data and represents that it has all rights and consents required for Lab24 to process Customer Data as contemplated by this Agreement.

3.3 Aggregated Data. Lab24 may generate de-identified, aggregated statistics and metadata about use of the Service ("Service Data") and use it to operate, secure, and improve the Service. Service Data does not identify Customer, any User, or any individual, and does not include the substance of Customer Data, Input, or Output.

4. Lab24 IP and Feedback

4.1 Lab24 IP. Lab24 and its licensors retain all right, title, and interest in and to the Service, all related software and technology, and all improvements thereto. No rights are granted to Customer except as expressly set forth in this Agreement.

4.2 Feedback. Lab24 may freely use any feedback, suggestions, or feature requests Customer provides, without obligation or attribution.

4.3 Publicity. Lab24 may identify Customer as a customer of the Service and use Customer's name and logo in marketing materials, on Lab24's website, and in customer lists, in each case in accordance with Customer's trademark usage guidelines provided to Lab24. Customer may revoke this permission at any time on written notice to legal@labtwofour.com, in which case Lab24 will stop new uses within a reasonable period (and discontinue ongoing uses where commercially practicable). Any other use of Customer's name or logo (including case studies, press releases, or quotations) requires Customer's prior written consent.

5. Fees and Payment

5.1 Fees. Fees for the Service ("Fees") are as set forth on the Pricing Page or in the applicable Order Form. Self-serve subscriptions are billed in advance through Lab24's online checkout (currently Stripe). Lab24 may also offer in-Service add-ons (for example, additional usage units or "Deep Research" top-ups) that an authorized account administrator may purchase at the prices displayed at the time of purchase; Customer authorizes Lab24 to charge the payment method on file for any such add-ons.

5.2 Auto-Renewal; Cancellation. Self-serve subscriptions automatically renew at the end of each term at the then-current rate for the same plan and term length, unless cancelled before the renewal date. Customer may cancel a self-serve subscription at any time through the Service. Cancellation takes effect at the end of the then-current billing cycle, and Fees already paid are non-refundable except as expressly stated in this Agreement.

5.3 Free Trials. Lab24 may offer a paid plan on a free-trial basis for a specified period (e.g., fourteen (14) days). A valid payment method is required to start a trial. Unless Customer cancels before the end of the trial period, the subscription will automatically convert to a paid subscription at Lab24's then-current rate for the selected plan, and Customer authorizes Lab24 to charge the provided payment method. Trials are subject to Section 7 (Beta and Free Offerings) until they convert to paid.

5.4 Price Changes. Lab24 may change the Fees for self-serve plans on at least thirty (30) days' prior notice (by email or in-product notice). Updated Fees take effect at the start of the next renewal term following the notice period; continued use after that date constitutes acceptance. Order Form Fees are fixed for the Subscription Term stated in the Order Form.

5.5 Late Payment. Undisputed Fees not paid by the due date may, after thirty (30) days, accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.

5.6 Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes based on Lab24's net income.

6. Support, Security, and Privacy

6.1 Support. Lab24 will provide support consistent with the plan Customer purchases, as described in the Service Level Agreement and any applicable Order Form. Free, trial, and beta plans are provided without service-level commitments.

6.2 Security. Lab24 maintains administrative, physical, and technical safeguards designed to protect Customer Data, including encryption in transit and at rest, access controls, and monitoring. Additional detail on Lab24's security practices is available in How Astell protects your data and will evolve as the Service matures.

6.3 Privacy and DPA. Lab24 processes personal data in accordance with the Privacy Policy and the DPA, which is incorporated into this Agreement and applies to the extent Lab24 processes personal data on Customer's behalf.

6.4 Subprocessors. Lab24 may engage subprocessors to deliver the Service. A current list of subprocessors and the process for receiving notice of changes is available in the DPA. Lab24 will impose commercially reasonable data protection obligations on its subprocessors, appropriate to the nature of the processing.

7. Beta and Free Offerings

Lab24 may from time to time offer free, trial, or beta features, plans, or services (collectively, "Beta Offerings"). The Beta Offerings available at any given time, and the terms of access (including any usage limits or trial periods), are described on the Pricing Page or in the relevant Order Form. Beta Offerings are provided "as is," without warranty or service-level commitments, and may be modified, suspended, or discontinued at any time, with or without notice. Notwithstanding Section 11.2, Lab24's total cumulative liability for all Beta Offerings is limited to US$100 in the aggregate. Customer's use of Beta Offerings is otherwise subject to this Agreement.

8. Warranties; Disclaimer

8.1 Mutual Warranties. Each party represents that it has the legal authority to enter into this Agreement.

8.2 Disclaimer. THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." LAB24 DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LAB24 DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE.

9. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and use it only to exercise its rights and perform its obligations under this Agreement. The Service (including its features, performance, and pricing) is Lab24's confidential information; Customer Data is Customer's confidential information. This section does not apply to information that is or becomes public through no fault of the receiving party, was independently developed without use of the disclosing party's information, or was lawfully received from a third party. Either party may disclose confidential information as required by law, provided it gives the other party (where legally permitted) prompt notice and reasonable cooperation to seek a protective order.

10. Indemnification

10.1 By Customer. Customer will defend Lab24 against any third-party claim arising from (a) Customer Data or Lab24's use of Customer Data as authorized by this Agreement, or (b) Customer's or any User's use of the Service in breach of this Agreement or in violation of law, and will pay damages and reasonable attorneys' fees finally awarded against Lab24 or agreed in settlement by Customer for such a claim.

10.2 Procedure. The party seeking indemnification will (i) promptly notify the indemnifying party in writing (failure to provide prompt notice excuses the indemnifying party only to the extent it is materially prejudiced), (ii) give the indemnifying party sole control of the defense and settlement (provided no settlement may impose any obligation on or admit fault of the indemnified party without its consent), and (iii) reasonably cooperate at the indemnifying party's expense.

11. Limitation of Liability

11.1 Exclusion of Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

11.2 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED US$10,000. The cap applies in the aggregate across all claims and incidents.

11.3 Excluded Claims. "Excluded Claims" means liability arising from (i) a party's fraud, willful misconduct, or gross negligence; (ii) breach of Section 9 (Confidentiality); (iii) Customer's indemnification obligations under Section 10; (iv) Customer's payment obligations; (v) Customer's breach of Section 2 (Acceptable Use); or (vi) any liability that cannot be limited under applicable law.

12. Term, Suspension, and Termination

12.1 Term. This Agreement begins on the Effective Date and remains in effect until all Subscription Terms have expired or this Agreement is terminated. Each Order Form or online subscription specifies its own Subscription Term. Self-serve subscriptions automatically renew as described in Section 5.2.

12.2 Termination for Cause. Either party may terminate this Agreement, including all Order Forms, on written notice if the other party materially breaches this Agreement and fails to cure within thirty (30) days after receiving written notice of the breach, or becomes the subject of an insolvency proceeding not dismissed within sixty (60) days.

12.3 Suspension. Lab24 may suspend Customer's access to all or part of the Service immediately on notice if (a) Customer fails to pay undisputed Fees within thirty (30) days of the due date and does not cure within fifteen (15) days after Lab24's overdue notice, (b) Customer's use poses an immediate security or operational risk to the Service or other customers, or (c) Customer materially breaches Section 2 (Acceptable Use) or Section 9 (Confidentiality). Lab24 will use reasonable efforts to provide notice and an opportunity to cure when practicable. Suspension does not relieve Customer of its payment obligations.

12.4 Effect of Termination. On termination or expiration: (i) Customer's access to the Service ends; (ii) Customer must stop using the Service and return or destroy any Lab24 Confidential Information in its possession; and (iii) Customer remains responsible for all Fees accrued before termination and, except where Customer terminates for Lab24's uncured material breach, for any pre-paid Fees for the remainder of the Subscription Term. For month-to-month self-serve subscriptions, no Fees accrue for periods after the end of the cancelled billing cycle. Following termination, Lab24 will delete Customer Data in accordance with its Privacy Policy. Customer may export Customer Data using the Service's export tools at any time before termination.

12.5 Survival. Sections that by their nature should survive (including Sections 3.1, 4, 5 with respect to accrued Fees, 8.2, 9, 10, 11, 12.4, 12.5, 13, and 14) survive termination of this Agreement.

13. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

13.1 Informal Resolution. Before filing any formal claim, the parties will attempt in good faith to resolve any dispute by direct discussion between business representatives for at least thirty (30) days following written notice of the dispute, sent in accordance with Section 14.2.

13.2 Forum and Jury Waiver. Any dispute not resolved under Section 13.1 will be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and each party consents to personal jurisdiction in those courts. Each party waives any right to a trial by jury.

13.3 No Class Actions. All claims must be brought in a party's individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

14. General

14.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

14.2 Notices. Notices to Lab24 must be sent to legal@labtwofour.com with a copy by overnight courier to Lab24, Inc., Attn: Legal, 251 Little Falls Drive, Wilmington, DE 19808. Notices to Customer may be sent to the email address associated with Customer's account. Email notice is effective when sent, provided no bounce-back is received.

14.3 Assignment. Neither party may assign this Agreement without the other's written consent, except that either party may assign in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section is void.

14.4 Force Majeure. Neither party is liable for any failure or delay (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, pandemic, internet or power failures, or denial-of-service attacks. If a force majeure event continues for more than thirty (30) days, either party may terminate the affected Order Form on written notice.

14.5 Updates. Lab24 may update these Terms from time to time. Material updates take effect at the start of Customer's next Subscription Term, or, for self-serve subscriptions, thirty (30) days after Lab24 posts the updated Terms or notifies Customer (whichever occurs first), unless the parties agree otherwise. Continued use of the Service after the effective date of an update constitutes acceptance.

14.6 Entire Agreement. This Agreement, together with the Privacy Policy, DPA, and any Order Form, is the entire agreement between the parties on this subject and supersedes all prior agreements and understandings. In the event of conflict, the Order Form controls over this Agreement, this Agreement controls over the DPA except on matters of personal-data processing, and any preprinted terms in a Customer purchase order are rejected.

14.7 Severability; Waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions will remain in effect. No waiver is effective unless in writing signed by the waiving party.

14.8 Independent Contractors. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or fiduciary relationship.

14.9 Government Use. The Service is "commercial computer software" as defined in 48 C.F.R. §2.101 and is provided to U.S. Government end users only with the rights set forth in this Agreement.

14.10 DMCA. Lab24 responds to valid notices of copyright infringement under the U.S. Digital Millennium Copyright Act. Lab24's designated agent, registered with the U.S. Copyright Office, is:

Shaokang Chen, DMCA Agent Lab24, Inc. 251 Little Falls Drive Wilmington, DE 19808 Phone: 855-955-2224 Email: legal@labtwofour.com

Notices must include the information required by 17 U.S.C. §512(c)(3). Lab24 will terminate the accounts of users determined to be repeat infringers.

Questions about these Terms? Contact us at legal@labtwofour.com.