Terms of Use

These Terms of Use (the “Terms”) are a binding agreement between you and Labs Acquisition Company, LLC (“Labs,”“we,” “us”) governing your access to and use of labsacquire.com and every page, feature, and tool made available on it (the “Website”).

By accessing, browsing, or using the Website, you agree to these Terms. If you do not agree, do not use the Website. If you use the Website on behalf of an organization, you represent that you are authorized to bind that organization, and “you” means both you and that organization.

The Website is operated by Labs Acquisition Company, LLC, a subsidiary of Labs Companies, Inc.. Labs Companies, Inc. is a Delaware corporation with its principal place of business in California.

A proprietary acquisition-origination website—not a marketplace, broker, investment bank, or transaction platform.

The Website is a proprietary acquisition-origination channel. It exists so that a company, founder, or owner can begin a preliminary, non-binding conversation with Labs.

The Website is not:

• a marketplace, exchange, listing service, or auction;
• a broker-dealer, investment bank, business broker, or finder;
• an investment adviser or a provider of investment, legal, tax, or accounting advice;
• a transaction platform, escrow service, or closing mechanism;
• an offer to buy or sell any security, asset, or business;
• a solicitation of an offer, or an invitation to make one.

Labs acts as a principal. Labsacquire is a proprietary acquisition channel through which Labs and its affiliates evaluate potential acquisitions for their own account; Labsacquire does not act as a broker, intermediary, or representative for sellers or third-party buyers.

Labs evaluates opportunities for its own account and for the account of its affiliates, as a prospective buyer. Labs does not represent sellers, does not introduce companies to outside purchasers, does not match counterparties, does not syndicate opportunities to unrelated investors, and does not operate a venue in which third parties buy or sell. Labs neither charges nor accepts any fee, commission, success fee, referral fee, carried interest, or other transaction-based compensation from you or from anyone else in connection with the Website. Using the Website is free.

Nothing on the Website creates an obligation for Labs to review, respond to, evaluate, negotiate, value, or transact. Only a separately signed definitive agreement can create transaction obligations between you and Labs.

Several documents may apply to your use of the Website:

• the Acquisition Terms, which govern submitting an Opportunity;
• the Privacy Policy, which governs personal information;
• the Data Handling page, which describes operational practice in plain language;
• any separately signed agreement between you and Labs covering the same subject matter.

Order of precedence. If these Terms conflict with another document, the following order controls, from highest to lowest: (a) a separately signed definitive agreement; (b) the Acquisition Terms, as to Submissions; (c) the Privacy Policy, as to personal information; (d) these Terms; (e) any other page on the Website. Explanatory pages are summaries for convenience and never override a legal document.

The Website is intended for business use by adults. You must be at least 18 years old and legally capable of entering a binding contract. The Website is not directed to children, and we do not knowingly collect information from them.

You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive sanctions, and that you are not a person with whom dealings are prohibited under applicable sanctions or export-control laws.

Subject to your compliance with these Terms, Labs grants you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Website for the purpose of evaluating a possible acquisition conversation with Labs.

This license grants no ownership. All rights not expressly granted are reserved. The license terminates automatically if you breach these Terms.

You agree not to, and not to permit or assist anyone else to:

• use the Website for any unlawful, fraudulent, deceptive, or infringing purpose;
• impersonate any person or entity, or misrepresent your identity, authority, or affiliation;
• submit information you are not authorized to disclose, or that would breach a confidentiality, privacy, contractual, fiduciary, employment, or intellectual-property obligation you owe to someone else;
• upload malware, malicious code, or anything designed to disrupt, damage, or gain unauthorized access to any system;
• probe, scan, or test the vulnerability of the Website, or breach or circumvent any security, authentication, or rate-limiting measure;
• interfere with, overload, or disrupt the Website, its infrastructure, or any other user's use of it;
• access the Website through automated means — bots, crawlers, scrapers, or headless clients — except a well-behaved search-engine crawler obeying robots directives;
• use, extract, or reproduce Website content to train, fine-tune, evaluate, or ground any machine-learning model or AI system;
• reverse engineer, decompile, or disassemble any part of the Website, except where that restriction is unenforceable by law;
• frame, mirror, resell, or commercially exploit the Website or its content;
• remove, obscure, or alter any proprietary notice; or
• use the Website to solicit business, advertise, or distribute unsolicited communications.

Labs may investigate suspected misuse and may take any action it considers appropriate, including blocking access, preserving records, and reporting to law enforcement.

Some parts of the Website let you enter information or attach files. Accepted file types are PDF, DOCX, XLSX, CSV, PPTX, PNG, JPG, up to 25 MB per file.

Do not send secrets. Do not provide trade secrets, source code, private keys, credentials, payment-card data, government identification numbers, protected health information, privileged material, export-controlled technical data, or personal information about others who have not consented.

No confidentiality at this stage. Information provided through the Website is handled privately as described in the Privacy Policy, but private handling is not the same as a non-disclosure agreement. Using the Website does not create a confidentiality obligation. If an Opportunity advances, Labs may establish a separate confidential process under a signed agreement.

Accuracy. You represent that information you provide is accurate to the best of your knowledge and that you are authorized to provide it.

Submission drafts and standalone calculator inputs are saved in your browser’s local storage on your own device. They are not transmitted to Labs until you intentionally submit. Clearing your browser storage deletes them permanently, and Labs cannot recover them. Do not treat browser storage as a backup, and do not rely on it on a shared or public device.

The calculator produces an indicative, illustrative range from assumptions you choose. It is a planning aid and nothing more.

It is not an appraisal, a valuation opinion, a fairness opinion, a quote, an offer, a price, a commitment, or professional advice. Its output does not bind Labs, does not predict what Labs would pay, and must not be relied upon for any financial, tax, accounting, legal, or investment decision, or shown to third parties as a Labs valuation.

Results depend entirely on inputs you supply. Labs does not verify those inputs and is not responsible for conclusions drawn from them.

Website content is general information for business audiences. It is not legal, tax, accounting, financial, valuation, or investment advice, and it does not create an attorney-client, adviser-client, fiduciary, agency, or brokerage relationship. Consult your own advisers before acting. Labs does not act as your broker, agent, or representative and will not seek other buyers on your behalf.

Nothing on the Website is an offer to sell, or a solicitation of an offer to buy, any security or investment, in any jurisdiction where such an offer or solicitation would be unlawful. No statement on the Website should be read as a prospectus, offering memorandum, or investment recommendation.

The Website describes intentions, strategy, and areas of interest. Those statements reflect present thinking, involve risk and uncertainty, and are not promises. Labs’ interests, structure, and priorities may change at any time without notice, and Labs undertakes no obligation to update any statement.

The Website and its content — text, design, layout, graphics, emblems, photographs, typography, software, and their selection and arrangement — are owned by or licensed to Labs and its affiliates and are protected by intellectual-property laws. All rights are reserved to Labs IP, LLC, by way of Labs IP Management, L.L.C..

Trademarks. Labs, Labsacquire, the Labs emblem, the names of the Frontier Labs, and related marks are trademarks of Labs and its affiliates. You may not use them without prior written permission. Any third-party names or marks appearing on the Website belong to their owners; their appearance does not imply affiliation, sponsorship, partnership, or endorsement in either direction.

Copyright complaints. If you believe content on the Website infringes your copyright, write to general@labsacquire.com with enough detail to identify the work, the material at issue, and your contact information.

If you send suggestions, ideas, or feedback about the Website, you grant Labs a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it without restriction, attribution, or compensation. Feedback is not confidential. This section does not apply to Opportunity Submissions, which the Acquisition Terms govern.

Labs is a multilab company that continuously develops, acquires, licenses, finances, and evaluates businesses, technologies, and assets. Labs may already be pursuing — or may later pursue — anything similar to what you describe, from any source. Using the Website places no restriction on Labs’ independent development or on its evaluation of similar opportunities, and creates no obligation of exclusivity or non-competition.

The Website may link to sites or services Labs does not control. Links are provided for convenience and are not endorsements. Labs is not responsible for third-party content, policies, or practices, and your use of a third-party service is governed by that party’s terms.

The Privacy Policy describes how personal information is collected, used, shared, and retained, and is incorporated into these Terms by reference. Privacy questions go to privacy@labsacquire.com.

Labs may modify, suspend, limit, or discontinue the Website or any feature at any time, with or without notice, and may impose limits on use. Labs does not guarantee that the Website will be available, uninterrupted, timely, secure, or error-free, or that defects will be corrected.

The Website, its content, and all tools on it — including the calculator — are provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory.

To the fullest extent permitted by law, Labs disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, title, accuracy, quiet enjoyment, and non-infringement, and any warranty arising from course of dealing or usage of trade. Labs does not warrant that the Website will meet your requirements or that any content, figure, or result is accurate, complete, current, or reliable.

Some jurisdictions do not allow certain disclaimers, so parts of this section may not apply to you.

To the fullest extent permitted by law, Labs and its affiliates, and their officers, directors, members, employees, and agents, will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages.

This includes lost profits, lost revenue, lost business, lost opportunity, loss of goodwill, loss of data, and cost of substitute services, arising from or related to the Website, the calculator, any content, or these Terms, on any theory of liability, and even if Labs has been advised of the possibility.

Aggregate cap.Labs’ total aggregate liability arising from or related to the Website and these Terms will not exceed one hundred United States dollars (US$100).

These limits do not apply to liability that cannot be excluded or limited by law, including, where applicable, liability for fraud, gross negligence, or willful misconduct. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

You will defend, indemnify, and hold harmless Labs and its affiliates and their personnel from any claim, demand, loss, liability, damage, cost, or expense — including reasonable legal fees — arising from or related to your use of the Website, your breach of these Terms, your violation of law or of another person’s rights, or any information you provide. Labs may assume exclusive control of the defense of any matter subject to indemnification, at your expense, and you will cooperate.

Labs may suspend or terminate your access to the Website at any time, with or without cause or notice. Sections that by their nature should survive termination do survive it, including those on information you provide, intellectual property, feedback, independent development, disclaimers, limitation of liability, indemnification, governing law, and notices.

Delaware law. Labs Companies, Inc. is a Delaware corporation with its principal place of business in California. These Terms, and any dispute arising from or related to them or to the Website, are governed by the laws of the State of Delaware, without regard to conflict-of-law principles and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

Exclusive forum. Subject to any mandatory law that cannot be waived, the exclusive forum for any dispute is the state and federal courts located in Los Angeles County, California. Each party consents to personal jurisdiction and venue in those courts and waives any objection based on inconvenient forum. Either party may still seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Jury-trial waiver. To the maximum extent permitted by law, each party knowingly and voluntarily waives trial by jury in any action arising from or related to these Terms or the Website.

Time limit. Any claim arising from or related to these Terms or the Website must be filed within one (1) year after the claim accrues, or it is permanently barred, to the maximum extent permitted by law.

You agree to comply with all applicable export-control, sanctions, and import laws, and not to use the Website, or provide any information through it, in violation of them. Do not provide export-controlled technical data through the Website.

Labs is not liable for any delay or failure caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, power or network failure, denial-of-service attack, or failure of a third-party provider.

You consent to receive communications from Labs electronically, and you agree that electronic communications, records, and click-through acceptances satisfy any legal requirement that a communication be in writing or signed. You may withdraw this consent by discontinuing use of the Website, which may make some features unavailable.

Entire agreement. These Terms, together with the documents referenced in Section 4, are the entire agreement between you and Labs about the Website and supersede all prior discussions and understandings on that subject.

Severability. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions stay in full force.

No waiver. A failure or delay in enforcing any provision is not a waiver of it.

Assignment.You may not assign or transfer these Terms without Labs’ prior written consent. Labs may assign them freely, including to an affiliate or in connection with a merger, reorganization, or sale of assets.

No third-party beneficiaries.These Terms create no rights in anyone other than you and Labs, except that Labs’ affiliates and personnel may enforce the provisions that protect them.

Relationship. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.

Headings and interpretation.Headings are for convenience only. “Including” means “including without limitation.” These Terms will not be construed against the drafter.

Labs may update these Terms by posting a revised version with a new version number and effective date. Changes take effect when posted, and your continued use of the Website after that constitutes acceptance. If you do not agree to a change, stop using the Website. The version in force at the time of a Submission continues to govern that Submission.

Labs works to keep the Website usable for everyone. See the Accessibility statement, and report a barrier to general@labsacquire.com.

General questions, including questions about these Terms: general@labsacquire.com.

Acquisition and Submission matters: acquisitions@labsacquire.com.

Privacy requests: privacy@labsacquire.com.

Legal notices by mail:

Labs Acquisition Company, LLC
c/o Labs Companies, Inc.
9903 South Santa Monica Blvd
Suite #163
Beverly Hills, CA 90210

Notices to you may be sent to an address you provide or posted on the Website.