Terms and Conditions

If you are accessing or using our services on behalf of a corporation, partnership, limited liability company, or other legal entity, you represent and warrant that you have full legal authority to bind that entity to these Terms. In such case, "you" and "your" refer collectively to you and that entity.

Our website and services are intended solely for businesses and individuals who are at least 18 years old (or the legal age of majority in your jurisdiction). By using this site, you represent and warrant that you meet this requirement.

1. **Master Services Agreement (MSA)**: Establishes overarching legal, warranty, indemnification, and confidentiality terms between the parties.

2. **Statement of Work (SOW)**: Defines specific scopes, sprint cadences, deliverables, acceptance criteria, pricing, and project milestones.

In the event of any express conflict or inconsistency between these website Terms and an executed MSA or SOW signed by authorized representatives of both parties, the terms of the executed MSA and applicable SOW shall govern and supersede these Terms with respect to that engagement.

Fees for embedded bootcamps and consulting services are established in the applicable SOW and may be structured as fixed milestone payments, recurring sprint retainers, or time-and-materials arrangements.

Unless otherwise stipulated in an executed SOW:

Fees do not include applicable federal, state, local, or foreign sales, use, excise, or value-added taxes (VAT). The client is responsible for paying all applicable taxes associated with purchases, excluding taxes based on Mysios Labs' net income.

Late payments accrue interest at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law, calculated daily from the due date until paid in full. Mysios Labs reserves the right to suspend active engineering services if invoices remain unpaid past the due date following written notice.

Upon receipt of full and final payment for the applicable engagement, the client owns all right, title, and interest (including worldwide copyright and patent rights) in and to custom source code, documentation, architectural blueprints, and artifacts developed exclusively for the client under the Statement of Work ("Custom Deliverables").

Mysios Labs retains sole and exclusive ownership of all pre-existing software, frameworks, internal developer tooling, methodologies, templates, algorithms, and technical knowledge developed prior to or independently of the client engagement ("Background IP"). To the extent Background IP is incorporated into Custom Deliverables, Mysios Labs grants the client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, and modify such Background IP solely in connection with the client's use of the Custom Deliverables.

To the extent deliverables incorporate open-source libraries or third-party components, such components remain subject to their respective open-source licenses (e.g., MIT, Apache 2.0, BSD). Mysios Labs ensures that all third-party components comply with agreed licensing requirements.

The Mysios Labs website, logo, visual identity, domain names, copywriting, and published articles are protected by copyright, trademark, and trade secret laws and remain the exclusive intellectual property of Mysios Labs Inc.

"Confidential Information" encompasses all non-public technical data, source code, system architectures, credentials, trade secrets, business plans, customer records, and commercial terms disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether verbally, electronically, or in writing.

The Receiving Party agrees to:

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was already known to the Receiving Party without confidentiality restrictions prior to disclosure; (c) is independently developed without reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained from a third party without duty of confidentiality.

If required by applicable subpoena or court order, the Receiving Party may disclose Confidential Information, provided it gives prompt written notice to the Disclosing Party (to the extent legally permissible) to allow the Disclosing Party an opportunity to seek a protective order.

Mysios Labs enforces stringent security safeguards across all operations:

We process personal data in compliance with applicable data protection laws, including the European Union General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA/CPRA). For detailed information on our data collection and handling practices, review our Privacy Policy and Security Architecture.

Upon conclusion or termination of an engagement, Mysios Labs will securely delete or return all client data, access tokens, and confidential materials in accordance with our data retention schedule and client instructions.

Mysios Labs warrants that all consulting and engineering services will be performed in a highly professional, workmanlike manner by qualified personnel, in accordance with generally accepted industry standards and practices.

THE MYSIOS LABS WEBSITE, BLOG POSTS, CASE STUDIES, WHITE PAPERS, AND ONLINE TOOLS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND.

EXCEPT AS EXPRESSLY SET FORTH IN AN EXECUTED MASTER SERVICES AGREEMENT, MYSIOS LABS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT WEBSITE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR ANY ENGAGEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF CONFIDENTIALITY OBLIGATIONS, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY STATEMENT OF WORK SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CLIENT TO MYSIOS LABS UNDER THE SPECIFIC STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE OCCURRENCE OF THE LIABILITY EVENT.

Mysios Labs agrees to defend, indemnify, and hold harmless the client and its officers, directors, and employees from and against any third-party claims, suits, damages, liabilities, and expenses (including reasonable attorneys' fees) alleging that the Custom Deliverables (excluding client-furnished materials, specifications, or third-party open source) infringe any valid United States patent, copyright, or trademark.

Client agrees to defend, indemnify, and hold harmless Mysios Labs, its affiliates, officers, directors, and employees from and against any third-party claims, suits, damages, liabilities, and expenses arising out of or related to: (a) client-provided data, code, software, or systems; (b) client's violation of third-party intellectual property or privacy rights; or (c) client's breach of applicable laws or regulations.

The indemnified party must: (i) provide prompt written notice of the claim; (ii) grant the indemnifying party sole control over defense and settlement (provided settlements do not impose admission of fault or financial liability on the indemnified party); and (iii) provide reasonable cooperation at the indemnifying party's expense.

These Terms remain in full effect while you access our website, maintain an active relationship, or engage in active consulting projects with Mysios Labs.

Either party may terminate an active Statement of Work or agreement immediately upon written notice if the other party:

Mysios Labs reserves the right to immediately suspend digital access or active engagement activities if we reasonably determine that client systems, credentials, or operations pose an urgent threat to cybersecurity, intellectual property integrity, or compliance with applicable laws.

Upon termination of any engagement, client shall pay Mysios Labs for all services rendered and reimbursable expenses incurred up through the effective date of termination. Provisions that by their nature should survive termination shall survive, including Sections 5 (Fees), 6 (Intellectual Property), 7 (Confidentiality), 8 (Data Security), 9 (Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 14 (Dispute Resolution), and 17 (General Provisions).

These Terms, and any dispute or controversy arising out of or related to them or our services, shall be governed by and construed in accordance with the internal laws of the **State of Delaware**, United States, without giving effect to any choice or conflict of law provision or rule.

Prior to initiating formal dispute proceedings, the parties agree to make good-faith efforts to resolve any dispute informally. Senior executive representatives from each party with settlement authority shall meet (in person or via video conference) within fifteen (15) business days of written notice of a dispute to attempt resolution.

If the dispute cannot be resolved through executive negotiation within thirty (30) calendar days, the dispute shall be submitted to and finally resolved by confidential, binding arbitration administered by the **American Arbitration Association (AAA)** in accordance with its Commercial Arbitration Rules.

These Terms, together with any mutually executed Master Services Agreement, Statements of Work, and incorporated policies (Privacy Policy, Security Overview), constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous negotiations, understandings, or agreements.

If any provision of these Terms is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

No failure or delay by either party in exercising any right or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof.

Neither party shall be held liable or responsible for failure or delay in performing its obligations (except payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, natural disasters, utility failures, telecommunication outages, strikes, or government actions.

Neither party may assign, delegate, or transfer its rights or obligations under these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.

Attention: Legal Department

Email: legal@mysioslabs.com

General Inquiries: team@mysioslabs.com

Website: https://mysioslabs.com

Schedule Discovery Call: https://book.stripe.com/8x28wR3W32fz0GX4mWdIA00