Terms and Conditions

1. Acceptance of terms and authority

By accessing our website or engaging our services, you enter into a legally binding contract with Mysios Labs Inc.

These Terms and Conditions ("Terms") constitute a legally binding agreement between you (personally or on behalf of an entity you represent) and Mysios Labs Inc. ("Mysios Labs," "we," "us," or "our"). These Terms govern your access to and use of the mysioslabs.com website, digital properties, demos, the software we build and run for clients, and our technical consulting offerings.

Entity representation

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.

Eligibility

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.

2. Description of services and engagements

Mysios Labs builds and runs AI-enabled software for businesses and provides technical consulting.

Mysios Labs builds a live model of a client's business (its records, rules and approved actions) with AI assistants on top, and provides technical consulting and capability-building services. Our offerings include:

Core engagement types

• AI-enabled business software: a live model of the client's business, with rules enforced in the database and AI assistants that act only through approved, logged actions, built with the client from an existing model.
• Embedded engineering: our engineers work alongside your team on a defined technical problem while transferring the capability to keep it running.
• Legacy system modernization: architectural restructuring, refactoring, and modernizing critical legacy infrastructure without disruptive business downtime.
• Complex data integration: engineering robust data pipelines, analytics infrastructure, and distributed systems to resolve enterprise data fragmentation.
• Enterprise architecture advisory: strategic systems design, scalability reviews, security posture hardening, and technology stack evaluation.
• Capability building and training: systematic knowledge transfer, architectural workshops, and hands-on pair engineering to establish lasting internal competence.

Specific engagement deliverables, staffing allocations, schedules, and success criteria are defined in separate, project-specific contractual documents.

3. Master Services Agreement and Statements of Work

Formal consulting engagements are governed by custom MSAs and SOWs that take legal precedence over these website terms.

All formal consulting, engineering, and embedded engagements between Mysios Labs and its clients are executed under separate contractual instruments:

Contractual hierarchy

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.

Order of precedence

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.

4. Client responsibilities and system access

Successful embedded collaboration requires timely access, dedicated team participation, and secure credential provisioning.

To ensure the successful delivery of embedded engagements, clients agree to fulfill the following operational commitments:

Access and provisioning

• Provide timely, authorized access to relevant software repositories, cloud environments (AWS, GCP, Azure, or on-premise), development tools, and documentation necessary to perform the work.
• Provision access adhering to the principle of least privilege, requiring multi-factor authentication (MFA) and dedicated access credentials.

Team collaboration and approvals

• Designate a technical lead or project sponsor authorized to make architectural decisions and approve milestone deliverables.
• Ensure relevant internal team members participate actively in pair programming, sprint reviews, and knowledge transfer sessions.
• Provide timely written feedback or acceptance within agreed evaluation windows specified in the Statement of Work.

5. Fees, invoicing and payment terms

Payment terms, milestone schedules, taxes, and late interest for all engagements.

Fee structure

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

Invoicing and payment schedule

Unless otherwise stipulated in an executed SOW:

• Invoices are issued electronically upon project kickoff or milestone completion.
• All invoices are due and payable in full net thirty (30) calendar days from the invoice date.
• Payments must be remitted in United States Dollars (USD) via wire transfer, ACH, or our designated payment processor (e.g., Stripe).

Taxes and duties

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.

Delinquent accounts

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.

6. Intellectual property and deliverables ownership

You own the custom deliverables created for your company upon payment. We retain our pre-existing methodologies and tools.

Client work and custom deliverables

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 pre-existing IP and tooling

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.

Open source software

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.

Website and brand assets

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.

7. Confidentiality and non-disclosure

Both parties mutually protect non-public technical, business, and operational information.

Definition of Confidential Information

"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.

Obligations of confidentiality

The Receiving Party agrees to:

• Protect the Disclosing Party's Confidential Information with at least the degree of care it uses for its own sensitive information (and in no event less than reasonable care).
• Use Confidential Information solely for the purposes of performing or receiving services under the engagement.
• Restrict access to employees, contractors, and legal advisors who have a strict need to know and are bound by written confidentiality obligations at least as restrictive as these Terms.

Exceptions

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.

Compelled disclosure

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.

8. Data privacy and information security

We keep client environments separate and handle personal data under our Privacy Policy.

Security practices

Mysios Labs applies the following safeguards across its operations:

• Multi-factor authentication on accounts that provide access to client systems, where the system supports it.
• Strict isolation of client development environments and code repositories: we never commingle client data, credentials, or proprietary source code.

Privacy

We process personal data in line with applicable data protection laws. For detailed information on our data collection and handling practices, review our Privacy Policy and Security page.

Data disposal

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.

9. Warranties and disclaimers

We warrant professional, workmanlike service delivery. The website and public materials are provided as is.

Professional service warranty

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

Website and public materials disclaimer

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.

General disclaimer

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.

10. Limitation of liability

Mutual waiver of consequential damages and a cap on direct damages tied to the fees under the relevant SOW in the prior 12 months.

Consequential damages waiver

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.

Aggregate liability cap

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.

11. Indemnification obligations

Mutual indemnification against third-party claims, IP infringement, and regulatory violations.

Mysios Labs indemnification

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 indemnification

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.

Indemnification procedure

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.

12. Term, suspension and termination

How engagements end, when access can be suspended immediately, and what survives termination.

Term

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

Termination for cause

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

• Materially breaches any provision of these Terms or the SOW and fails to cure such breach within thirty (30) calendar days of receiving written notice.
• Becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation.

Immediate suspension for security risk

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.

Effect of termination and survival

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 Privacy and Information Security), 9 (Warranties and Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 14 (Governing Law and Mandatory Binding Arbitration), and 17 (General Legal Provisions).

13. Non-solicitation of personnel

Both parties agree not to recruit each other's specialized engineering talent during and immediately after engagements.

During the term of any active engagement and for a period of twelve (12) months following the completion or termination thereof, neither party shall, directly or indirectly, solicit, recruit, or attempt to hire any employee, forward-deployed engineer, or principal consultant of the other party who was directly involved in the provision or receipt of the services, without the prior written consent of the other party.

This restriction shall not prohibit either party from hiring personnel who respond to generalized, non-targeted public recruitment postings or job advertisements.

14. Governing law and mandatory binding arbitration

Disputes are governed by Delaware law and resolved through confidential, binding arbitration via the American Arbitration Association.

Governing law

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.

Informal executive negotiation

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.

Binding arbitration

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.

• The arbitration shall be conducted before a single neutral arbitrator experienced in software engineering and enterprise consulting contracts.
• The seat and legal place of arbitration shall be Wilmington, Delaware (or conducted virtually upon mutual agreement).
• The arbitrator's award shall be final, non-appealable, and enforceable in any court of competent jurisdiction.

15. Class action waiver

All legal proceedings must be conducted on an individual basis, waiving class or representative actions.

YOU AND MYSIOS LABS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Unless both you and Mysios Labs expressly agree otherwise in writing, the arbitrator or court may not consolidate more than one person's or entity's claims and may not otherwise preside over any form of representative or class proceeding.

16. Modifications to terms

We may update these terms periodically. Continued engagement or site use reflects acceptance of updated terms.

We reserve the right to modify, amend, or update these Terms at any time in our sole discretion. When modifications are made:

• We will update the "Last updated" date and version number at the top of this page.
• In the case of material changes impacting active engagements, we will provide additional notice via electronic mail or through project management channels.
• Modifications become effective immediately upon posting. Your continued access to the website or engagement of our services after such posting constitutes your irrevocable acceptance of the revised Terms.

17. General legal provisions

Severability, entire agreement, waiver, force majeure, and assignment.

Entire agreement

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

Severability

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.

Waiver

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.

Force majeure

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.

Assignment

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.

18. Paid GTA-style posters

One-time purchases of drawn posters on the GTA VI fan pages: what you buy, photos, and refunds.

What you buy

The poster and any redraw pack are one-time purchases paid through Stripe. There is no account and no subscription. The price is shown before you pay.

Your photos

You confirm that the people in the photos are you or have agreed to the photos being used. Photos and any descriptions you write are sent to Higgsfield, which draws the panels with OpenAI's image model; Higgsfield may keep them and use them to train its models under its Terms of Use. A description guides the drawing but does not guarantee the result, and the drawing shows only the people in your photos. We store photos, descriptions and drawings privately and delete them 7 days after you order; photos from an order that is not paid are deleted after 1 hour. Download your poster before then.

Refunds

If the model fails to draw a panel twice, we give you a redraw back and tell you so. For any other refund request, email us at the address below and we will answer.

Refund requests: team@mysioslabs.com.

19. Contact information and legal notices

Where to send legal inquiries, notices, and formal communications.

For any formal legal notices, questions regarding these Terms and Conditions, or inquiries regarding our embedded consulting contracts, please contact our legal department:

• Mysios Labs Inc.
• Attention: Legal Department
• Email: legal@mysioslabs.com
• General inquiries: team@mysioslabs.com
• Website: mysioslabs.com (opens in a new tab)
• Book a demo: https://cal.com/mrcord/business (opens in a new tab)