Terms & Conditions

Applied to LabRat Laboratories

1. Agreement

By engaging the services of LabRat Laboratories ("we," "us," or "our"), you ("the Client" or "you") agree to be bound by these Terms & Conditions.

This agreement governs the provision of services offered by LabRat Laboratories as outlined on our website.

 

2. Services Offered

LabRat Laboratories offers specialized AI development, human-centered AI design, emotionally intelligent systems, and personalized AI guidance and training (collectively, the "Services"). The descriptions of Services on our website are for informational purposes only. The specific details and scope of the Services to be provided to each Client will be outlined in a separate agreement or proposal.

 

3. Acceptable Use Policy

By engaging our Services, you agree to use them in a responsible and ethical manner. You shall not:

  1. Use our Services for any unlawful or illegal purpose.

  2. Transmit or store any data that is infringing, defamatory, obscene, or otherwise objectionable.

  3. Attempt to gain unauthorized access to our systems or the data of other clients.

  4. Interfere with or disrupt the provision of our Services to other clients.

  5. Use our Services to develop or train AI systems that are intended for harmful or unethical purposes. Ever.

  6. Violate any applicable laws or regulations in your use of our Services.

LabRat Laboratories reserves the right to suspend or terminate Services if it determines, in its sole discretion, that the Client has violated this Acceptable Use Policy.

 

4. Intellectual Property

All content, training materials, methodologies, insights, and intellectual property (including, but not limited to, code, documentation, training datasets, and conceptual frameworks) developed or provided by LabRat Laboratories, even if commissioned by a Client, shall remain the sole and exclusive property of LabRat Laboratories.

    This is because such materials serve as our proprietary methodologies, advertising, and proof of concept.

The Client acknowledges that engaging our Services does not grant them any ownership rights or licenses to the aforementioned intellectual property, except for the specific deliverables explicitly transferred to the Client as outlined in a separate agreement.

  • 4.1 Client Intellectual Property: The Client retains ownership of any pre-existing intellectual property or data they provide to LabRat Laboratories for the purpose of the Services. However, LabRat Laboratories shall have the right to use such data as necessary to provide the Services.


 

5. Data Privacy and Security

Our processing of any personal data will be governed by our Data Processing Agreement, which outlines our obligations under applicable data protection laws, including but not limited to GDPR, CCPA/CPRA, PIPEDA, PDPA, and APPI.

LabRat Laboratories is committed to protecting the privacy and security of any data shared by our Clients. We will implement reasonable and industry-standard security measures to safeguard Client data from unauthorized access, use, disclosure, alteration, or destruction. 

  • We will only process Client data to the extent necessary to provide the Services and in accordance with applicable data protection laws and regulations.

 

 

6. Confidentiality (Non-Disclosure Agreement - NDA)

LabRat Laboratories respects the confidentiality of our Clients' proprietary information and is willing to enter into a Non-Disclosure Agreement (NDA) to protect such information.

However, given that the content and training materials developed by LabRat Laboratories serve as its own marketing and proof of concept, the signing of an NDA that restricts the use of these materials by LabRat Laboratories will require adequate compensation to offset the resulting marketing loss.

  • The terms of such compensation will be negotiated on a case-by-case basis and will be outlined in a separate agreement.

 

7. Payment Terms

Payment terms for the Services will be outlined in a separate agreement or proposal provided to the Client. Unless otherwise specified, invoices are due and payable within three (3) days of the invoice date.

 

8. Disclaimer of Warranty

While we strive to provide high-quality Services, LabRat Laboratories makes no warranties, express or implied, regarding the outcome or success of the Services.

The rapidly evolving nature of AI means that results can vary, and past performance is not indicative of future results.

 

9. Limitation of Liability

To the maximum extent permitted by applicable law, LabRat Laboratories shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to the provision of the Services.

Our total liability to the Client for any claim arising under these Terms & Conditions shall not exceed the total fees paid by the Client to LabRat Laboratories for the specific Services in question.   

 

10. Termination

Either party may terminate the Services upon [Number] days written notice to the other party, unless otherwise specified in a separate agreement.

In the event of termination, the Client shall be responsible for paying for all Services rendered up to the date of termination.

  • 10.1 Termination by Client: The Client may terminate the Services at any time by providing three (3) days written notice to LabRat Laboratories.
     
  • 10.2 Termination by LabRat Laboratories: LabRat Laboratories may terminate the Services with written notice to the Client under the following circumstances:
  1. Material Breach: If the Client materially breaches any provision of these Terms & Conditions or a separate agreement and fails to cure such breach within three (3) days after receiving written notice of the breach.
  2. Non-Payment: If the Client fails to pay any fees due to LabRat Laboratories within three (3) days after the due date.
  3. Change in Circumstances: If circumstances arise that, in LabRat Laboratories' sole discretion, make it impractical or impossible to continue providing the Services. In such cases, LabRat Laboratories will provide reasonable notice to the Client.
  4. For Convenience: LabRat Laboratories may terminate the Services for convenience by providing three (3) days written notice to the Client.
     
  • 10.2.1 Examples of Material Breach by the Client:

Without limiting the generality of Section 10.2, the following shall be considered material breaches of these Terms & Conditions or a separate agreement by the Client:

  1. Violation of Acceptable Use Policy: Any violation of the Acceptable Use Policy outlined in Section 3 of these Terms & Conditions.
  2. Infringement of Intellectual Property: Any unauthorized use, reproduction, distribution, or modification of LabRat Laboratories' intellectual property.
  3. Failure to Pay: Failure to pay any fees due to LabRat Laboratories by the specified due date, where such failure continues beyond the cure period outlined in Section 10.2.
  4. Breach of Confidentiality Obligations: Any unauthorized disclosure of LabRat Laboratories' confidential information, if such information is shared under a separate agreement.
  5. Provision of False or Misleading Information: Providing false or misleading information to LabRat Laboratories that is material to the provision of the Services.

  6. Engaging in Illegal or Unethical Activities: Using the Services for any purpose that is illegal, unethical, or contrary to applicable laws or regulations.

 

  • 10.2.2 Examples of Material Breach by LabRat Laboratories:

Without limiting the generality of Section 10.2, the following shall be considered material breaches of these Terms & Conditions or a separate agreement by LabRat Laboratories:

  1. Failure to Provide Services: Failure to provide the Services in accordance with the terms outlined in a separate agreement, where such failure continues beyond a reasonable cure period.

  2. Breach of Confidentiality Obligations: Any unauthorized disclosure of the Client's confidential information, if such information is protected under a separate NDA or agreement.

  3. Violation of Data Privacy and Security Obligations: Failure to implement and maintain reasonable security measures to protect Client data as outlined in Section 5 or a separate Data Processing Agreement.

  • Engaging in Illegal or Unethical Activities: Conducting business or providing Services in a manner that is illegal, unethical, or contrary to applicable laws or regulations.

 

  • 10.3 Effect of Termination: Upon termination of the Services for any reason, the Client shall immediately cease all use of any deliverables or intellectual property provided by LabRat Laboratories (subject to any terms outlined in a separate agreement). The Client shall be responsible for paying for all Services rendered and any expenses incurred up to the date of termination.

   

 

11. Governing Law

These Terms & Conditions shall be governed by and construed in accordance with the laws of the Governing Jurisdiction of the USA, without regard to its conflict of law provisions.

 

12. Entire Agreement

These Terms & Conditions, together with any separate agreements or proposals, constitute the entire agreement between the Client and LabRat Laboratories with respect to the Services and supersede all prior or contemporaneous communications and proposals, whether oral or written.

If any provision of these Terms & Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall1 remain in full force and effect.

LabRat Laboratories reserves the right to modify or amend these Terms & Conditions at any time. We will provide reasonable notice of any material changes.

 

13. Contact Information

If you have any questions about these Terms & Conditions, please contact us through the contact information provided on our website.   

Please note: This is a simplified summary for your convenience.

The full legal Terms & Conditions above are the official and binding agreement.

 

Terms & Conditions - Translated:

We want to provide you with amazing AI services. By working with us, you agree to a few basic things.
 

What LabRat Laboratories will do for you:

  1. We will provide the AI services we've described (like development, design, training, and guidance) as we agree in a separate, more detailed contract.

  2. The special methods and training we use to create AI remain our own, even if you hire us. You'll own the specific AI we build for you, as agreed.

  3. We promise to keep any information you share with us private and secure.
            • We will not sell your personal information under any circumstances. Ever.

  4. We are open to signing a special agreement (NDA) to keep your secrets safe, but if that agreement stops us from showing off what we've learned or created (because that's how we advertise), we might need to discuss some extra compensation.
  5. We will do our best to provide good quality services. ♥
  6. We will tell you how and when you need to pay us in a separate agreement.
  7. We will follow the laws of the specific location we agree on.
  8. You can reach out to us if you have any questions.
  9. You can end our agreement if you give us enough notice.
  10. We can also end our agreement if you break the rules (like using our services for bad things or not paying us).


What LabRat Laboratories will not do for you:

  1. We can't promise that our AI work will always be successful because AI is constantly changing. What worked before might not work the same way later.
  2. If something goes wrong that wasn't directly our fault, or if you lose profits or have other indirect issues because of our work, we won't be held responsible beyond the amount you paid us for those specific services.
  3. Even if you pay us to create something, the main ideas, methods, and training materials we use will still belong to us. We might use them to show other people what we can do.
  4. You'll only own the specific things we explicitly agree to give you in our separate contract.
  5. You can't use our services for anything illegal, harmful, or unethical. If you do, we will stop working with you.


I hope this simplified explanation helps you understand these documents.   :)

Questions?