Terms of Service
Introduction
These Terms of Service (the “Terms”) govern your access to and use of the Defacto Labs platform, including our verification widgets, review tools, and related services (collectively, the “Services”). These Terms form a binding agreement between Defacto Labs, UAB (“Defacto”, “we”, “us”, “our”) and the entity or business you represent (“you”, “your”, the “Customer”).
You agree to these Terms by: (a) clicking a box or button confirming acceptance; (b) signing or accepting a quote, order form or similar document referring to these Terms; (c) paying or accepting an invoice for a Defacto subscription; or (d) creating an account, claiming a brand profile, or otherwise accessing or using our services.
If you do not agree to these Terms, you must not access or use our services. Your access to and use of our services in any way is governed by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.
Joining and using Defacto
Access, accounts and subscriptions.
Our “platform” means the Defacto Labs website, dashboard, widgets, embeddable code, verification pages, APIs and related tools. Our “services” means our platform together with all services we provide now or in the future - including any verification, review, testing, quality, analytics, advisory or related services - as described in any quote, order form, invoice or commercial document we or a partner provide to you, or on our platform (“commercial materials”).
We can’t guarantee our services and platform will be compatible with every browser, network, or setup. Our services don’t include third-party products (see the Third-party products section). You must be at least 18 years old and able to enter into binding contracts in your country to use our services.
2. Our services and their limits
We perform our services with reasonable skill and care. Our services may include the review, structuring, display and verification of lab data supplied by you or by third-party laboratories, and from time to time may include additional or related services (including testing, sampling, quality review, auditing or advisory services) as described in your commercial materials.
Our services do not constitute any form of regulatory approval, certification, endorsement, or recommendation of you or your products, and must not be represented as such. We do not guarantee any particular outcome, business result, regulatory outcome, or that our services or verifications will be free from errors or omissions. We rely on the accuracy and authenticity of information, samples and documents provided to us, and we are not responsible for inaccuracies, omissions, forgeries, alterations or misrepresentations that we could not reasonably detect in the ordinary course of performing our services.
Where we identify an error, inconsistency, or other issue in a verification or other output, we may at any time re-review, correct, update, suspend or withdraw it, and we will notify you when we do. You remain solely responsible for the accuracy of your product claims, labelling, advertising and regulatory compliance.
Verification is not a safety guarantee
Defacto Labs is an independent verification platform. Our model deliberately separates laboratory testing from verification. Qualified, accredited or otherwise independent third-party laboratories perform testing. Defacto independently reviews the resulting Certificates of Analysis (CoAs), lab reports and supporting documentation made available to us to assess whether the submitted evidence supports the product claims or verification scope presented.
Verification is based on the documentation, samples, reports, claims and product information made available to Defacto. It applies only to the specific product, batch, lot, sample, report, claim and/or verification scope identified in the relevant verification output. Unless expressly stated otherwise, verification does not apply to other batches, formulations, labels, claims, geographies, distribution channels or later versions of the product.
A Defacto verification reflects the outcome of our review at the time it was conducted. It does not constitute a warranty, guarantee, certification, regulatory approval, endorsement, medical opinion, safety assessment or confirmation that a product is free from defects, discrepancies, contamination, mislabelling, unlawful claims or other issues.
Defacto does not manufacture, formulate, test, package, label, market, sell, distribute or control Customer products. We rely on information, documentation, samples, claims, laboratory results and other materials provided by Customers, laboratories, suppliers or other third parties. Laboratory results, submitted documentation, product composition, manufacturing processes and product claims may be subject to error, omission, variation, fraud, outdated information or subsequent change.
The Customer, manufacturer, brand owner, importer, distributor, responsible food business operator or other responsible economic operator remains solely responsible for the product, including its safety, composition, formulation, quality control, testing, labelling, advertising, claims, consumer communications, regulatory filings and compliance with all applicable laws and regulatory requirements.
Information displayed through the Services is provided for transparency purposes only. It is not medical, nutritional, legal, regulatory, scientific, accounting or financial advice, and must not be relied upon as a substitute for applicable regulatory compliance obligations, professional advice, product testing, quality assurance, recall procedures or consumer-safety obligations.
Unless expressly stated otherwise in writing, Defacto verification does not mean that any product claim, label statement, marketing communication, ingredient, formulation, dosage, health claim, nutrition claim or compliance position is authorised, lawful, approved or compliant under EU, US, UK, national law, or any other applicable global regulatory framework.
To the fullest extent permitted by law, Defacto disclaims all liability arising from or relating to Customer products, including product defects, contamination, adverse reactions, recalls, investigations, enforcement actions, consumer disputes, mislabelling, unlawful claims, manufacturing issues, inaccurate documentation, incomplete documentation, or reliance on any verification output beyond its stated scope.
Verification validity, expiry and withdrawal
Defacto may suspend, withdraw, expire, amend, correct, re-review, reclassify or de-list any verification, badge, widget, report, public verification page or other output at any time if we reasonably believe that the underlying documentation, product information, sample, claim, lab result, formulation, batch, label or other evidence is inaccurate, incomplete, outdated, misleading, fraudulent, no longer representative of the product, inconsistent with our verification process, inconsistent with applicable law, or otherwise likely to mislead Customers, consumers, regulators or other third parties.
You must promptly notify us if a product formulation changes, a label or claim changes, a new batch or lot is released, a CoA is withdrawn or corrected, a lab report is superseded, a supplier or manufacturing process changes in a way that affects the verification, or you become aware of any issue that may make a verification inaccurate, incomplete, outdated or misleading.
Third-party laboratory role
Laboratories perform testing. Defacto performs verification review. Unless expressly agreed in writing with the relevant laboratory, no laboratory is responsible for, endorses or approves Defacto’s verification conclusions, widgets, badges, summaries, public pages or commercial materials. You must not suggest that a laboratory has endorsed Defacto’s conclusions or your use of Defacto unless you have the laboratory’s written permission.
3. Your account
To use our services you must create a Defacto account or claim a brand profile. You promise that you (or one of your affiliates) own, or have an exclusive right to operate, the domain(s) on which you install our widgets and use our services. You control your account and decide who is allowed to access it and what level of access each user has (“authorised users”). You are responsible for all activity under your account, for your authorised users’ and affiliates’ acts and omissions, for keeping your login details, API keys and credentials secure, and for keeping your account information accurate and current. Notify us immediately at [security@defactolabs.com] if you suspect unauthorised access.
4. Free Plan
We may offer a free plan with limited features, usage limits, or functionality, which we can change, restrict, or discontinue at any time, at our sole discretion, with or without notice. Free-plan access may be terminated or suspended by us at any time for any reason. Free-plan users are subject to all provisions of these Terms, except that: (a) we have no obligation to provide any minimum level of service on the free plan; (b) the Services are provided “as is” and “as available”, and to the maximum extent permitted by applicable law, we disclaim all liability arising from or related to your use of the free plan; and (c) we may require you to display Defacto branding on any widgets, badges, or outputs generated while on the free plan.
5. Free trials
We may offer free trials of paid plans for limited periods, as set out in the commercial materials or on our website at the time. We may modify, restrict, or withdraw a free trial at any time, at our sole discretion, with or without notice, and with no liability. Unless we tell you otherwise in writing, if you have provided payment details at the start of the trial, you will be automatically charged for the applicable paid plan at the end of the trial period unless you cancel before the trial ends.
5A. Beta and early-access features
From time to time we may make beta, pilot, preview, early-access or experimental features available to you (“beta features”), labelled as such in the Services or in our communications. Beta features are provided “as is” and “as available”, are still in development, and may contain errors or change in functionality. We may modify, suspend or withdraw any beta feature at any time, with or without notice, and with no liability. Beta features are excluded from any service commitments, support obligations, warranties or other commitments that apply to our generally available services, and your use of them is at your own discretion and risk. Feedback you provide on beta features is governed by the Feedback section of these Terms.
6. Subscriptions
If you subscribe to a paid plan (a “subscription”), the following applies:
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Subscription period: Subscriptions are prepaid and run for the period shown in your commercial materials (typically monthly or 12 months).
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Auto-renewal. Your Subscription automatically renews at the end of each billing cycle for a successive period of the same length, at the then-current price. To prevent renewal, you must cancel via your account dashboard or provide written notice at least 30 days before the end of the current billing cycle. If you fail to cancel within this notice period, the renewal is binding and non-refundable. We may update pricing at any time; continued use after a renewal constitutes acceptance of the updated pricing.
Usage limits and overages. Each plan includes defined usage limits (for example, number of verified SKUs, verified lab results, widget impressions, or active products). If your usage exceeds the limits of your current plan, we may, at our sole discretion: (a) automatically upgrade you to the next pricing tier that covers your usage, billed at that tier from your next billing cycle; or (b) charge overage fees at the per-unit rates published on our pricing page or otherwise communicated to you. We will notify you before a tier upgrade takes effect. Overage fees are invoiced in arrears and due within the standard payment terms set out in these Terms.
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Renewal pricing: At the end of your current subscription period, your renewal price may increase by up to 5%. We’ll show the applicable renewal price in your renewal reminder. If we plan a larger increase, we’ll give you notice at least 30 days before your renewal date, and you can cancel before the renewal takes effect if you don’t want to continue at the new price.
7. Partners
You may also access our services or purchase a subscription through an authorised Defacto partner (a “partner”) - for example, a reseller, agency, lab, or consulting firm. Partners are independent of us and have no authority to make commitments, grant rights, or give guarantees on our behalf. Any terms agreed between you and your partner (including professional services or third-party products supplied by them) are separate from and do not form part of these Terms. If you have purchased through a partner, you may be required to pay your partner rather than us; if your partner fails to pay us for your subscription, we may suspend or terminate your access.
8. Acceptable use and prohibited conduct
You may only use our services for domains you have claimed and only in line with your plan. You agree to use our services only for lawful business purposes and in line with these Terms and our guidelines. In particular, you must not (and must not permit anyone else to):
- create an account, brand profile or other identifier using the name, trademark, or identity of any other person or entity without their authorisation;
- upload, submit, or verify products or content you do not own, control, or have written authority to manage;
- impersonate any person or misrepresent your affiliation with any person or entity;
- undermine the security, integrity, availability or performance of our services or platform;
- attempt to gain unauthorised access to our services, any related systems, or any account, server, computer or database connected to our services;
- introduce, upload, or transmit any virus, worm, trojan, logic bomb, ransomware, spyware, or other malicious or harmful code;
- launch, assist, or participate in any denial-of-service or distributed denial-of-service attack, automated probe, load test, or penetration test against our services without our express prior written consent;
- modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer, or extract the source code of any part of our services, except to the minimum extent expressly permitted by mandatory applicable law;
- resell, transfer, licence, lease, sublicense, or otherwise commercially exploit our services in any way not expressly permitted under these Terms;
- remove, obscure, or alter any proprietary notice, watermark, brand mark, or metadata appearing on or in our services;
- use our services in a way that is defamatory, deceptive, misleading, fraudulent, threatening, harassing, discriminatory, or otherwise unlawful.
Any breach of this section may be a material breach of these Terms and may also constitute a criminal offence under applicable law, including the Lithuanian Criminal Code and equivalent legislation in other jurisdictions (such as the UK Computer Misuse Act 1990 and the U.S. Computer Fraud and Abuse Act). We may report suspected offences to the relevant authorities and cooperate fully with any investigation.
9. Guidelines
When using our services you agree to follow our guidelines, policies and codes published at defactolabs.com/legal (the “guidelines”). The guidelines are designed to keep our platform a fair and trustworthy place. We may update them from time to time; changes apply immediately.
10. Your Content
You retain full ownership of the Certificates of Analysis (“CoAs”), lab reports, product information, logos, brand names, images, and other materials you upload or make available through the Services (“Your Content”). Nothing in these Terms transfers ownership of Your Content to us.
To operate the Services on your behalf, you grant us a worldwide, non-exclusive, royalty-free licence to host, store, process, display, reproduce, and distribute Your Content as reasonably necessary to provide, maintain, and improve the Services - including displaying verification results on your product pages, on our platform, and through integrated third-party channels (such as search engines and retail partners). This licence includes the right to sublicence to trusted service providers who help us deliver the Services. This licence is perpetual with respect to any Content that has been made public through the Services, and terminates for all other Content upon removal by you or termination of your account.
If you remove Your Content or close your account, we will take reasonable steps to remove it from active use, though cached or archived copies may persist for a limited period in accordance with our data retention practices.
You represent and warrant that:
(a) you have all necessary rights and permissions to share Your Content with us and to grant the licence above;
(b) Your Content is accurate, complete, and not misleading;
(c) any CoAs you upload are genuine, were issued by the named laboratory, and correspond to the specific product formulation they are linked to; and
(d) you will promptly notify us if a product formulation changes, a CoA is withdrawn, or you become aware of any inaccuracy in the data we have reviewed or verified.
11. Intellectual property
All intellectual property rights in our platform and services - including the design, compilation, and look and feel of our platform and services, all copyrighted works, registered and unregistered trademarks, designs, source code, inventions, the traffic-light verification mark, the Defacto name, logos and other identifiers (together, “our brand marks”) - are the property of Defacto or our licensors. Except as expressly permitted in these Terms, no right or licence is granted to you in relation to any of the above, and you may not copy, distribute, modify or create derivative works from any of our content or use our intellectual property without our prior written consent.
You retain your intellectual property rights in your logo, brand name, trademarks and other identifiers (“your IP”). For the duration of your use of our services, you grant us and our affiliates the right to use your IP for the purposes of providing, administering and operating our services, our platform and related systems, and performing our rights and obligations under these Terms.
12. Display of names, logos and verifications
- We need to identify the brands that are verified through Defacto. You give us the right to display your brand name and logo on our platform to identify the products you verify. You control your brand profile and can update your name and logo at any time.
- When you create a business account and use our services, you allow us to use your name, logo and examples or visuals of how you use Defacto in the ordinary course of business in our corporate, promotional and marketing materials (for example on our website, in decks, in case studies and in ads). If you’d rather we didn’t, email [marketing@defactolabs.com] and we’ll stop.
- While you’re using our services, you may display your verifications and our brand marks on your claimed domains, as long as you follow our guidelines and only use the designs, widgets, images and functionality we make available to you.
Any other use of our brand marks is only permitted in line with our guidelines. We reserve the right to revoke your use of our brand marks at any time if we find your use breaches our guidelines.
12A. Verification mark use and consumer-facing wording
You must use Defacto badges, widgets, verification marks and public-page wording only in the forms and contexts we make available or approve through the Services, our Verification and Badge Use Policy, our brand guidelines or written instructions.
You must not use any Defacto badge, widget, verification output, report, public verification page or brand mark in a way that suggests Defacto has approved, certified, endorsed, tested, manufactured, guaranteed or confirmed the safety, efficacy, legality, regulatory compliance, quality, marketability or suitability of any product, except to the limited extent expressly stated in the relevant verification output.
Consumer-facing wording must clearly communicate the scope of the review. For example, where applicable, wording should refer to “Lab evidence reviewed by Defacto”, “CoA reviewed by Defacto”, “Label accuracy evidence reviewed”, “Heavy metals test reviewed”, “Microbiology test reviewed” or another scoped wording approved by Defacto, rather than implying that the entire product is universally safe, fully compliant or broadly approved.
You must not use wording such as “Defacto approved”, “Defacto certified safe”, “Defacto compliant”, “Defacto quality approved”, “Defacto guarantees this product”, “Defacto confirms this supplement is safe”, “Defacto medically verified” or any similar phrase unless we expressly authorise that wording in writing.
Public verification pages and widgets may identify the relevant product, batch or lot number, sample or report reference, lab name, lab test date, Defacto verification date, tests reviewed, claims reviewed, verification status, downloadable CoA or report summary, and any other information reasonably necessary to make the scope of the verification clear.
12B. Badge misuse enforcement workflow
If we become aware, or reasonably suspect, that you have misused a Defacto badge, widget, verification mark, public verification page, report, screenshot or other Defacto output, we may apply the workflow below. We may skip any step where the misuse is serious, repeated, fraudulent, unlawful, likely to mislead consumers, likely to create regulatory risk, or likely to harm Defacto, consumers, laboratories or other customers.
Intake and evidence capture. We may capture and retain screenshots, URLs, metadata, ads, emails, product pages, marketplace listings, social posts, packaging references or other evidence showing the suspected misuse.
Initial classification. We may classify the issue by severity, including: low-risk presentation error; unclear or incomplete scope wording; unsupported broader claim; altered or misleading badge; expired, suspended or withdrawn verification still being displayed; false claim of Defacto approval, certification, safety guarantee or regulatory compliance; or suspected fraud.
Notice and cure period. Where appropriate, we will notify you and request correction, removal or clarification. Unless urgent action is required, we will usually provide a reasonable cure period. Minor wording issues may receive up to five business days to cure; higher-risk misuse may require immediate correction.
Temporary protective action. We may temporarily suspend, hide, de-list, watermark, modify or disable the affected badge, widget, verification page, API response or public output while the issue is reviewed or corrected.
Review and resolution. We may require you to provide updated documentation, corrected labels, revised claims, proof of removal, replacement CoAs, batch information, or other evidence needed to resolve the issue. We may re-review or reclassify the verification before restoring any badge or public page.
Escalation. If misuse is not cured, or if we consider the misuse serious, we may withdraw the verification, revoke badge rights, suspend or terminate access, require deletion or correction of misleading materials, notify relevant platforms or partners, and pursue any remedies available under these Terms or applicable law.
Recordkeeping. We may keep internal records of misuse reports, evidence, communications, corrective actions, decisions and repeat incidents for compliance, trust and safety, audit, legal and platform-integrity purposes.
13. Feedback
We appreciate any feedback you give us about our services and platform, and we may use it forever without restriction or payment to you. If you give us feedback, we may use, quote or refer to it at our discretion.
14. Monitoring and moderation
We have the right, but not the obligation, to monitor, review, screen, verify, re-verify, investigate, edit, correct, withdraw, suspend, de-list, or remove any of your content or any content displayed through our services, at any time and without notice to you, for any reason, including compliance with these Terms, our guidelines, applicable law, or the protection of our other customers or end users. Our exercise (or non-exercise) of this right does not make us responsible or liable for your content or for any failure to identify issues in it.
Third-party products
Integrations with products and services provided by others.
15. Other services
To help you get more out of Defacto, we may make integrations available to third-party products (for example, Shopify, WooCommerce, Stripe, email and marketing tools, labs and independent software vendors). These providers are independent of us. They may have their own terms, privacy notices and fees. We don’t guarantee that integrations will continue to be available or that our services will remain interoperable with any third-party product.
16. Third-party terms
Third-party products are subject to their providers’ terms and privacy notices. It’s your responsibility to review and accept those. We don’t endorse or assume responsibility for third-party products regardless of how they are described, and we’re not liable to you for them. You use them at your own risk and agree to resolve any disagreement about a third-party product directly with the provider.
Pricing and payments
Fees and billing.
17. Fees, taxes and standard pricing
Current plans, features and prices are shown on our website and may be updated from time to time. Any discounts, promotions, offers or special terms listed on a quote or order form apply only for the subscription period specified on that document; we’re not obliged to continue offering them for later periods. Our prices are exclusive of VAT and other applicable taxes, which you’ll pay in addition where required by law.
18. Authorisation to charge and billing cycle
By submitting your payment information and subscribing, you authorise us (or our payment processor, Stripe or another we select) to charge your selected payment method the applicable subscription fees and any overage, upgrade or add-on fees in advance on a recurring basis, without the need for further authorisation, until you cancel.
- Monthly subscriptions are billed monthly in advance.
- Annual subscriptions are prepaid for the full term.
- One-time setup or professional services fees (if any) are invoiced on the effective date.
- Invoices paid by bank transfer are payable within 14 days of the invoice date.
19. No refunds
All fees are non-refundable, except as required by law, expressly stated in these Terms, or expressly stated in the applicable commercial materials at the time of purchase. If we offer a money-back guarantee on our pricing page or in a written offer, that guarantee applies only according to its stated conditions. Unless we state otherwise, any first-time money-back guarantee applies only to the first paid subscription purchased directly from Defacto, does not apply to renewals, enterprise contracts, partner purchases, custom services, setup fees, professional services, misuse, breach of these Terms, or usage that exceeds plan limits, and must be requested before the guarantee period expires. This includes fees for unused portions of a subscription period if you cancel mid-period or if we terminate for your breach. If we terminate for our material breach or permanent unavailability of the services, we’ll refund the unused prepaid portion.
20. Failed payments and continuing liability
If a charge to your payment method fails, we’ll retry it automatically over the following days and email you so you can update your payment details or get in touch with us - most payment issues are resolved this way. A failed charge does not reduce, suspend or defer what you owe us. The subscription remains active, the services remain available to you, and the full subscription fee remains due and payable in full.
If we can’t resolve the payment together within 7 days of the due date, in addition to any other rights we have under these Terms or by law, we may (acting at our discretion and in any combination):
- immediately accelerate the entire unpaid balance for the remainder of your current subscription period so the full amount becomes due and payable at once;
- charge default interest as set out below, accruing from the original due date, not from the date we first try to collect;
- refer the unpaid amount to a debt collection agency or external counsel for recovery, at your cost;
- take any other action available to us at law to recover the amount owed.
If payment is more than 30 days overdue we may, in addition, suspend or terminate your access to paid services - but doing so does not release you from paying in full for the whole of your current subscription period, whether or not you continue to use our services.
21. Late payment, interest and collection costs
We’d much rather resolve a billing issue with you than charge interest - if you’re having difficulty paying, contact us at [billing@defactolabs.com] as early as possible. That said, on any overdue amounts we may, without needing to send a reminder or put you in default: (a) charge default interest at the highest rate permitted under Lithuanian law for late commercial payments (currently 8 percentage points above the European Central Bank reference rate under the Lithuanian Law on Prevention of Late Payment in Commercial Transactions), accruing daily from the due date until paid in full; (b) charge the statutory fixed recovery amount (currently EUR 40) for each late invoice; and (c) recover all reasonable costs of collecting unpaid amounts, including collection agency fees, external legal fees, court costs, bailiff fees, and costs of any enforcement action - all of which are additional to the unpaid amount and any interest. We may also report overdue amounts to credit reference agencies and refer your account to a debt collection agency where legally permitted. Payments you make will be applied first to costs and interest, and only then to the principal amount owed.
22. Disputed invoices
If you believe an invoice is incorrect, you must notify us in writing at [billing@defactolabs.com] within 15 days of the invoice date, providing the reason and supporting detail. If you don’t, the invoice is deemed accepted. Disputing an invoice in good faith doesn’t release you from paying the undisputed portion by the due date.
23. Chargebacks
If you initiate a chargeback or payment reversal against us without first contacting us to resolve the issue, we may treat it as a material breach and immediately suspend or terminate your account. You remain liable for the full amount owed, plus any chargeback fees and administrative costs we incur.
Privacy, data protection and security
Processing of personal data, governed by our Privacy Policy and DPA.
24. Privacy laws
You and we each agree to comply with all applicable data protection and privacy laws, including the EU General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”), the UK GDPR and Data Protection Act 2018, and U.S. state privacy laws (including the California Consumer Privacy Act / CPRA, and equivalent laws in other states), each as amended from time to time. Our Privacy Policy explains how we handle personal data.
25. Data Processing Agreement
Where we process personal data on your behalf, our Data Processing Agreement (“DPA”) applies and is incorporated into these Terms by reference. You can request it at [privacy@defactolabs.com] or download it from our website. If there’s any conflict between these Terms and the DPA in relation to the processing of personal data, the DPA prevails.
26. Security
We do what we can to keep your data secure, and we need your help too. You agree to keep your login details secure, not share them, and use strong security on your own systems. If you notice any unauthorised use of your password or breach of security, tell us right away. You also agree not to use free-form fields in our services to store personal data, unless the field is explicitly asking for it.
27. Keeping things confidential
You and we may share confidential information with each other while using our services. Both of us agree to take reasonable steps to protect the other’s confidential information from unauthorised access or disclosure. Either of us may share confidential information with legal, governmental or regulatory authorities if required to, and we may share yours on a similar confidential basis with our affiliates, advisers, auditors, financiers, and parties carrying out due diligence on our business. Information is not confidential if the recipient already knew it, if it becomes publicly available other than through a breach of this section, or if it’s independently developed without reference to the other party’s information. For the avoidance of doubt, platform activity data is not your confidential information.
Search discovery, automated access and restricted uses SEO, GEO, public-page crawling, and platform protection
28. Public-page crawling for search and AI discovery
We want Defacto to be discoverable through reputable search engines, AI search services, browser assistants, and other public discovery tools. Nothing in these Terms prohibits reputable search engines, AI search services, browser assistants, or similar discovery services from crawling, indexing, retrieving, previewing, summarising, or citing publicly available pages of our website, public verification pages, public badges, public documentation, public educational content, or other content that we intentionally make public, provided that such access complies with our robots.txt file, sitemap, crawler instructions, rate limits, technical controls, and applicable law.
This permission is limited to search, discovery, indexing, retrieval, preview, summarisation and citation of public pages. It does not allow access to dashboards, accounts, APIs, admin areas, private customer data, non-public verification materials, unpublished CoAs, restricted documentation, or any part of the Services that is not intentionally made public.
29. Reservation of rights and AI training opt-out
All rights in the Defacto platform, services, data, marks, widgets, source code, APIs, documentation, dashboards, verification pages, category insights, benchmarks, platform activity data, and every other element of or output produced by the platform and services (together, the “Defacto Materials”) are reserved. Except for the limited public-page crawling permission above, no right to use the Defacto Materials for text or data mining, scraping, crawling, automated extraction, machine learning, artificial intelligence training, fine-tuning, benchmarking, model evaluation, embeddings, dataset creation, or competing-product development is granted, implied, or to be inferred from any part of these Terms, from any public availability of the Defacto Materials, or from your access to or use of our services.
For the purposes of Article 4(3) of Directive (EU) 2019/790 on copyright and related rights in the Digital Single Market, and for the purposes of any equivalent text and data mining exception under any other law anywhere in the world, we reserve our rights and opt out. The Defacto Materials are not available for text or data mining, AI model training, fine-tuning, model improvement, embeddings, benchmarking, dataset creation, or competing-product development, unless we expressly authorise such use in writing.
30. Prohibited automated access and restricted uses
You must not, and must not authorise, instruct, encourage, enable, assist, or permit any other person, entity, automated system, agent, contractor, affiliate, bot, crawler, scraper, model, or AI system to do any of the following, whether directly, indirectly, in whole or in part:
access, search, index, copy, reproduce, cache, collect, harvest, extract, compile, aggregate, monitor, scrape, or systematically copy any Defacto Materials except as expressly permitted under the public-page crawling permission above;
access, crawl, retrieve, query, scrape, monitor, or extract dashboards, customer accounts, APIs, admin areas, private customer data, non-public verification materials, unpublished CoAs, restricted documentation, or any non-public part of the Services;
carry out, facilitate, authorise, or permit bulk extraction, database creation, dataset creation, data harvesting, competitive intelligence, benchmarking, product comparison, directory creation, or systematic copying of Defacto Materials;
use any Defacto Materials as input, training data, fine-tuning data, reinforcement-learning data, embeddings data, retrieval-augmented generation data, validation data, test data, benchmarking data, or any other form of input for the development, training, pre-training, fine-tuning, alignment, evaluation, grounding, benchmarking, improvement, or operation of any artificial intelligence model, large language model, machine learning model, neural network, generative model, classifier, or similar system;
use any Defacto Materials to build, train, improve, enhance, evaluate, benchmark, or operate any product, service, feature, data set, model, system, widget, badge, verification tool, ranking, benchmark, or directory that competes with, substitutes for, or replicates any part of our services or Defacto Materials;
reverse engineer, decompile, disassemble, decrypt, or attempt to derive the source code, structure, algorithms, models, weights, scoring logic, verification logic, or underlying ideas of any Defacto Materials, except to the minimum extent expressly permitted by mandatory applicable law;
bypass, disable, interfere with, or attempt to circumvent any technical, rate-limiting, authentication, robot-exclusion, crawler-instruction, or access-control measure we use to limit access to the Defacto Materials, including robots.txt directives, CAPTCHAs, rate limits, IP blocks, API keys, authentication, paywalls, or usage limits;
redistribute, resell, sublicense, syndicate, republish, make available to the public, or commercially exploit any Defacto Materials, in whole or in part, whether as a data set, data feed, API wrapper, plugin, extension, model output, benchmark, report, directory, or in any other form;
remove, obscure, or alter any proprietary notice, watermark, attribution, brand mark, verification context, badge context, or metadata appearing on or in any Defacto Materials;
misrepresent Defacto, our verification outputs, our customers, any product, or the meaning of any verification, badge, score, review, status, result, label, widget, or public page.
Any access to or use of Defacto Materials for any of the prohibited activities listed above is unauthorised, is a material breach of these Terms, is expressly outside the scope of any licence or permission granted under these Terms, and may also violate applicable copyright, database, sui generis, trade secret, unfair competition, computer misuse, data protection, and contract laws.
31. Automated agents and session-based access
You must not use, or cause or allow any artificial intelligence agent, automated system, browsing agent, autonomous agent, crawler, scraper, or similar tool acting on your behalf to use our services in a manner that (a) impersonates a human user, (b) circumvents usage limits, (c) masks its automated nature, (d) extracts, caches, embeds, stores, or reuses Defacto Materials outside the session in which they were served, except as expressly permitted for public-page search and discovery, or (e) accesses non-public areas of the Services without our express written authorisation. Any such use is unauthorised and we may block, suspend, or terminate it immediately and without notice.
32. Consequences of breach
If we reasonably believe you have breached any part of this “Search discovery, automated access and restricted uses” section, we may, in any combination and without waiving any other right or remedy:
immediately suspend or terminate your account, subscription, and access to all our services, with no refund and retaining our right to collect all fees due for your current subscription period;
revoke any licence to use our brand marks or widgets;
require you to immediately delete, destroy, and certify the destruction of all Defacto Materials, derivatives, training data, embeddings, model weights, checkpoints, outputs, datasets, databases, benchmarks, reports, and any downstream product or model trained on, derived from, or containing Defacto Materials, in each case in your possession, custody, or control or that of any person acting on your behalf;
seek injunctive and equitable relief in any competent court without the need to post bond or prove actual damages, which you agree are inadequate for a breach of this section;
recover from you all losses, profits made by you or any person acting on your behalf, unjust enrichment, reasonable legal and forensic costs, and any other damages arising from the breach;
pursue any person, entity, or system that received, stored, used, or derived value from Defacto Materials obtained through your breach.
You agree that breach of this section causes us serious and irreparable harm that cannot be adequately remedied by damages alone, that the restrictions in this section are reasonable and necessary to protect our legitimate business interests, and that this section survives termination of these Terms indefinitely.
Termination and suspension
33. Cancelling your subscription
If you don’t want your subscription to auto-renew, cancel from your dashboard or tell us by emailing [billing@defactolabs.com] before your next renewal date (or tell your partner, if you bought through one). You keep access until the end of your current period and you remain responsible for the full fees for that period. After it ends, you will still have access to the free plan if you wish to use it.
34. Termination by you
You may terminate your subscription immediately if: (a) we materially breach these Terms and don’t remedy within 14 days of written notice; (b) we materially breach and the breach can’t be remedied; or (c) our service becomes permanently unavailable as a whole, in which case you’ll receive a pro-rata refund of any prepaid amounts relating to the period after termination.
35. Termination by us
We may terminate your subscription at the end of any subscription period by giving you at least 30 days’ notice before it ends.
We may also terminate your subscription or access immediately if:
- you materially breach these Terms and don’t remedy within 14 days of notice;
- you materially breach and the breach can’t be remedied (for example, uploading fraudulent CoAs, misrepresenting lab results, or misusing our brand marks to mislead consumers);
- in our reasonable opinion you’ve breached the guidelines;
- you don’t pay on time;
- your partner doesn’t pay us on time;
- you initiate an unjustified chargeback against us;
- you become insolvent or subject to equivalent proceedings;
- your use of our services poses a security risk to our platform; or
- in our reasonable opinion, your conduct or your products pose a material reputational, legal or regulatory risk to us or to our other customers (for example, documented patterns of consumer deception, fraudulent CoAs, or serious health or safety concerns about your products).
If you haven’t already paid, you remain responsible for all subscription fees for the whole of the current period. If you’ve already paid, no refund is due.
36. Suspension
We may suspend all or part of your access to our services at any time, at our sole discretion, with or without cause and with or without notice, including (without limitation) where you are in breach of these Terms or the guidelines, where any amount is overdue, where you have initiated a chargeback, where your use poses an actual or potential security risk, or for any operational, legal, regulatory, commercial or other reason we consider appropriate. You remain responsible for all fees incurred during any period of suspension and are not entitled to any refund or credit as a result of suspension.
37. Free plan termination
If you are on the free plan, you may stop using our services and delete your account at any time. We may terminate or suspend your free-plan access immediately at any time and for any reason, with no liability. These Terms continue to apply to anything that happened before termination and to any sections that survive by their nature (see Survival).
38. Effect of termination
On termination: your access to the services ends, embedded widgets stop rendering, and you may export your CoA data for 30 days. After 30 days we may delete your data, subject to any legal retention obligations. Whether you terminate or we do, these Terms continue to apply to anything that happened before termination.
Liability and indemnity
General provisions.
39. DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCLUDING ANY NON-EXCLUDABLE CONDITION, OUR SERVICES AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT OUR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM OMISSIONS, OR THAT THE USE OF OUR SERVICES WILL PREVENT REGULATORY ENFORCEMENT OR PRODUCE ANY SPECIFIC OUTCOME.
40. LIMITATION OF LIABILITY
Other than for liability that can’t be excluded or limited under applicable law, each party’s liability (and that of its affiliates) to the other in connection with these Terms or our services, in contract, tort (including negligence) or otherwise, is limited as follows:
- Neither party is liable for loss of revenue or profit, loss of goodwill, loss of customers, loss or corruption of data, loss of capital, loss of anticipated savings, damage to reputation, regulatory fines or penalties, losses under other contracts, or any other indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense (including legal costs).
- We and our affiliates are not responsible or liable for your conduct, any consumer’s conduct or any other third party’s conduct on our platform or in connection with our services, including any of your content.
- Excluding each party’s indemnity obligations below, each party’s total aggregate liability to the other in any circumstances is limited to the total amount you paid us for our services in the 12 months immediately before the event giving rise to the claim.
41. Indemnities
You indemnify us. You’ll pay us and our affiliates on demand the amount of all losses, costs (including reasonable legal costs), expenses, demands or other liabilities (whatever their nature and whether or not avoidable or foreseeable) that we or our affiliates incur or suffer arising out of, or in connection with: (a) your use of our services; (b) your content, including any fraudulent, inaccurate or misleading CoA; (c) your product claims, advertising, labelling or regulatory compliance; (d) your breach of the guidelines or applicable law (including data protection law); or (e) any act or omission by you that causes a personal data breach or places us in breach of data protection law.
We indemnify you. We’ll pay you and your affiliates on demand the amount of all losses, costs (including reasonable legal costs), expenses, demands or other liabilities arising out of, or in connection with, any third-party claim that our brand marks or services infringe a third party’s intellectual property rights, excluding any of your content or third-party content.
Indemnity is subject to: (i) the indemnified party giving prompt written notice; (ii) the indemnifying party having the option to control the defence or settlement; (iii) the indemnified party cooperating (at the indemnifying party’s cost); and (iv) the indemnifying party not settling on the indemnified party’s behalf without first sharing the settlement details and obtaining prior written consent.
Important housekeeping
42. No professional advice
Our services do not constitute legal, regulatory, medical, scientific, accounting or financial advice. Any information, templates, analytics, insights, dashboards, reports or materials made available through our services are provided for general informational purposes only, and you are responsible for obtaining independent professional advice before relying on them. It is your responsibility to ensure that your business, products, and use of our services comply with all applicable laws.
43. Changes to these Terms
We may change these Terms at any time at our sole discretion. The updated Terms take effect when posted on our website or otherwise made available through our services, and apply to your use of our services from that point forward without any further positive acceptance, confirmation or action by you. It is your responsibility to check the current version regularly. If you do not accept a change, your only remedy is to stop using our services and cancel your subscription.
44. Changes to our services
We may change or discontinue any part of our services at any time. If we make material changes to the functionality of a paid service during your subscription period, you can contact us and, at our discretion, we’ll either refund the unused prepaid portion for that service or give you credit to use on other services in the remaining period.
45. Events outside our control
We and our affiliates aren’t liable to you for any failure or delay in performance caused by events outside our reasonable control, including acts of God, war, terrorism, civil unrest, pandemics, government action, or failures of upstream internet, hosting or payment providers.
46. Notices
Notices to us must be sent to [legal@defactolabs.com] or to our registered address above. Notices to you will be sent to the email on your account or listed in your commercial materials. Notices are deemed received on the next business day after sending.
47. Communications from us
By creating an account, you agree to receive communications from us relating to the services, including administrative, billing, security, transactional, and service-related messages. We may also send you product updates, newsletters, promotional materials, event invitations, case studies, and other marketing communications. You can opt out of marketing communications at any time by using the unsubscribe link in any such message, or by contacting [support@defactolabs.com]. You cannot opt out of administrative, billing, security, or other transactional communications while your account remains active.
48. Fraud and impersonation
From time to time, fraudsters set up websites, emails, social accounts, or payment requests using variants of our name, branding or domain in attempts to deceive our customers. The only website we operate is defactolabs.com (and its subdomains). All official invoices and billing communications will be sent from an @defactolabs.com email address or issued through our platform. We will never ask you to make payment to a bank account, wallet, or address other than those we have provided to you through our platform or an @defactolabs.com email address.
If you receive any communication, invoice, payment request, or service offer claiming to be from us that does not originate from an @defactolabs.com address or our platform, do not respond, pay, or share information, and report it immediately to [security@defactolabs.com]. We are not responsible for any loss resulting from your interaction with fraudulent third parties impersonating us.
49. Copyright and DMCA notice procedure
We respect intellectual property rights and respond to valid notices of claimed copyright infringement. If you believe that content accessible on or through our services infringes your copyright, please send a written notice to [legal@defactolabs.com] including: (a) a physical or electronic signature of the copyright owner or an authorised representative; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the allegedly infringing material, including a URL or other specific location sufficient for us to locate it; (d) your contact details (name, address, telephone number, email); (e) a statement that you have a good faith belief that the use is not authorised by the copyright owner, its agent or the law; and (f) a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorised to act on the copyright owner’s behalf. We may forward notices to the person who posted the content. Repeated or knowingly false notices may result in termination of the notifier’s account and may expose the notifier to liability.
50. Blocked access, sanctions and refused payments
Different laws may apply in different countries and some may restrict our relationship with you. We may block access, terminate your subscription, or refuse to process a payment if we reasonably believe there’s a legal, regulatory or sanctions-related risk - for example, payments from a sanctioned person or country, or situations where we reasonably believe there’s a legal or regulatory issue. You confirm you are not located in a sanctioned country and are not on a sanctioned persons list. We may take these actions without notice.
As part of operating our services, we generate data about how the platform is used - for example, metrics, analytics, category-level statistics, performance indicators, and insights derived from aggregated usage across our customers (together, “platform activity data”).
Platform activity data is our data. We may use it to operate, maintain, improve and develop our services, to produce research, benchmarks and industry insights, and for other lawful business purposes.
Because platform activity data is generated by us from the operation of the services, it is not your confidential information, and no rights in it revert to you at any time. Where it includes information that, presented alone, would identify you or a specific product, we will aggregate or anonymise it before making it available to third parties as a standalone data product, unless you have agreed otherwise or disclosure is required by law.
52. Transfer and assignment
We may assign, transfer or subcontract any of our rights or obligations under these Terms at our discretion, including to an affiliate or in connection with a merger, acquisition, reorganisation or sale of all or substantially all of our assets. You may only assign, transfer or subcontract your rights or obligations with our prior written consent. A change of control of a domain receiving our services counts as a transfer by you and needs our consent.
53. Survival
Any section or part of a section that, by its nature, is intended to survive termination (including Your content, Intellectual property, Platform activity data, Feedback, Confidentiality, No refunds, Disclaimers, Limitation of liability, Indemnities, and Governing law) continues to apply after termination.
If we have a reasonable concern about your compliance with these Terms or our guidelines (for example, about the authenticity of CoAs you’ve uploaded), we may ask you to promptly provide information or access so we can verify it. We’ll give you reasonable notice of any audit, cover our own costs, and limit audits to once per calendar year except where we suspect fraud or a serious breach.
55. Entire agreement
These Terms (together with any commercial materials in force for your subscription, our Privacy Policy, the DPA, and any supplementary terms) make up the entire agreement between you and us on their subject matter and supersede any prior discussions (including any previous version of these Terms).
56. Conflicts
If there’s any conflict between these Terms and your commercial materials (for example, a signed order form), the commercial materials take precedence for the specific conflict.
57. Language
These Terms are in English. If we provide a translation for your convenience, the English version prevails. We have no responsibility for translated versions.
58. Severability
If any part of these Terms is held to be unenforceable, that part will be ignored to the extent of the unenforceability, and the rest of these Terms will remain in full force and effect. Some jurisdictions do not allow the exclusion or limitation of certain warranties, damages or liabilities. In those jurisdictions, the warranty disclaimers, limitations of liability, and indemnity provisions in these Terms apply to the maximum extent permitted by law, and any provision that cannot be enforced will be interpreted to provide the closest equivalent result that is enforceable.
59. No waiver
Our failure to exercise, or delay in exercising, a right, power or remedy under these Terms or by law is not a waiver of that right, power or remedy. A waiver of any obligation or breach is not a waiver of any other obligation or later breach.
60. No endorsement
Using our services and our brand marks isn’t an approval, endorsement or recommendation by us of you or your products. You must not market yourself, or give public declarations, suggesting otherwise. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and us.
61. Interpretation
Words like “include”, “like” and “for example” are not words of limitation. Where anything is within our discretion, we mean our sole discretion, acting reasonably.
62. Governing law and jurisdiction
These Terms, and any dispute or claim arising out of or in connection with them, their subject matter or their formation (including non-contractual disputes or claims), are governed by the laws of the Republic of Lithuania. You and we irrevocably agree that the courts of Vilnius, Lithuania have exclusive jurisdiction to settle any such dispute or claim.
Questions about these Terms? Contact us at [legal@defactolabs.com].
Defacto Labs, UAB - Ežero g. 11, Papiškių k., LT-65400 Varėnos r., Vilnius, Lithuania - company code 307341982.
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