Terms of Service

1. Our Services

We provide AI development, machine learning consulting, and software development services. Specific project details (scope, timeline, price) are defined in Statements of Work (SOWs).

2. Your Responsibilities

You agree to:

• Provide accurate information and timely feedback
• Pay invoices on time
• Give us access to necessary data and resources
• Not use our services for anything illegal
• Ensure you have rights to any materials you provide us

3. Payment Terms - Retainer Model

Payment Structure

• Upfront payment required: We operate on a retainer model. No Net 30 terms.
• 3-month agreements: Default term is 3 months, paid in advance
• Payment due: 1st of the month at the start of each 3-month period
• No grace period: Payment must be received by the due date
• Payment methods: Wire transfer, ACH, or credit card

Auto-Renewal

• Agreements automatically renew for another 3-month term
• To cancel: Provide written notice at least 30 days before renewal date
• Late cancellation penalty: If you cancel within 30 days of renewal date, you owe a 30-day penalty fee

Non-Payment Policy

• Services stop immediately if payment is not received by the due date
• No exceptions, no grace period, no payment plans
• No work resumes until payment is received in full

Other Terms

• Expenses: Pre-approved costs billed separately and due immediately
• No refunds: All retainer fees paid are 100% non-refundable
• Custom terms: Different payment structures may be negotiated in individual agreements

4. Who Owns What

You Own:

• Materials and data you give us
• Custom deliverables we create specifically for you (after you pay)

We Own:

• Our methodologies, tools, frameworks, and templates
• Pre-existing code and technologies we use
• General knowledge and experience

You Get:

• A license to use our tools/tech embedded in your deliverables
• You can modify deliverables for your business
• You CANNOT resell our underlying technology as a standalone product

We Can:

• Use your company name/logo in our portfolio (unless you object)
• Create anonymized case studies
• Use anonymized project insights to improve our services

5. Confidentiality

Both parties keep confidential information private. This doesn't apply to:

• Public information
• Info you already had
• Info required by law

6. What We Guarantee (And Don't)

We Promise:

• Work performed professionally and competently
• Deliverables will reasonably match what's in the SOW
• We have the skills to do the work

We DON'T Promise:

• Services are "AS IS" - no guarantees beyond basic workmanship
• No guarantee of specific results or ROI
• AI/ML models may not hit performance targets - they're probabilistic
• No guarantee services will be error-free or uninterrupted

AI/ML Reality Check: Machine learning is not magic. Models need training, tuning, and maintenance. Performance varies. Regulatory compliance is YOUR responsibility.

7. Liability Limits

We're NOT liable for:

• Lost profits, revenue, or business opportunities
• Indirect, consequential, or punitive damages
• Business interruption or reputation harm
• AI/ML models not performing as hoped
• Problems from how YOU use our deliverables

Exceptions: We're fully liable for gross negligence, willful misconduct, fraud, or personal injury.

8. You Protect Us

You agree to cover our legal costs and damages if:

• You breach these terms
• Your materials violate someone's IP rights
• You misuse our services or deliverables
• Your employees or customers sue us over your use of our work

Your protection of us is UNLIMITED (not capped like our liability to you).

We protect you from IP claims if our deliverables infringe someone's rights - but only up to what you paid for that specific deliverable.

9. Ending the Relationship

Retainer Agreements (Default 3-Month Term)

Auto-Renewal: Agreements automatically renew for another 3 months unless cancelled.

To Cancel:

• Provide written notice at least 30 days before the renewal date
• If notice is received on time, no penalty - agreement ends at term completion
• Late cancellation: If you cancel within 30 days of renewal, you pay a 30-day penalty fee

Early Termination by You (without cause):

• You can terminate mid-retainer, but no refunds on fees already paid
• You pay for any work-in-progress pro-rated to termination date

When Agreement Ends:

• You pay all outstanding fees and expenses immediately
• We deliver completed work and work-in-progress (if paid)
• No refunds on retainer fees already paid

10. Disputes & Legal Stuff

Governing Law: Florida law applies

Arbitration

Most disputes will be resolved through binding arbitration instead of court:

• Conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA)
• One arbitrator, mutually agreed upon (or appointed by AAA if we can't agree)
• Location: Broward County, Florida
• Arbitrator's decision is final and binding

Exceptions to arbitration: Either party can go to court for:

• Injunctions related to intellectual property or confidentiality breaches
• Collection of unpaid fees
• Disputes under $10,000 (small claims court)

Other Terms:

• Venue (if not arbitrated): Broward County, Florida courts
• NO JURY TRIAL: Both parties waive the right to jury trial
• NO CLASS ACTIONS: Disputes must be individual, not class action
• Statute of Limitations: You have 1 year from when the issue arises to file a claim
• Attorney's Fees: Prevailing party recovers reasonable legal costs and fees

Informal Resolution First: Before starting arbitration or litigation, try 30 days of good-faith negotiation.

11. Other Important Stuff

• Independent contractors: We're not partners, employees, or joint venture
• Subcontractors: We can use them; we're responsible for their work
• Assignment: You can't transfer this agreement without our OK; we can assign to affiliates or acquirers
• Changes: We can update these terms by posting updates (we'll email you about major changes)

12. Contact

Questions? Email legal@okolabs.co