1. Agreement to Terms

By using our website or services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use our services. Specific engagements may be governed by a separate statement of work (SOW) or proposal; in the event of a conflict, the SOW controls for that engagement.

2. Eligibility

You must be at least 18 years old and legally able to enter into binding contracts to use our services. By using the services, you represent and warrant that you meet these requirements.

3. Our Services

RapydLabs designs, builds, and deploys AI solutions including custom AI chatbots, workflow automation, SEO services, AI strategy consulting, decision intelligence systems, and business process optimization. The scope, deliverables, timeline, and pricing of each engagement are defined in a proposal or SOW.

4. Your Account and Responsibilities

You are responsible for maintaining the confidentiality of any account credentials and for all activity under your account. You agree to provide accurate information and to keep it current, and to notify us of any unauthorized use.

5. Client Obligations and Data

• Provide timely access to data, systems, and personnel reasonably required to perform the services.
• Ensure you have the rights to provide any data, content, or materials you share with us.
• Ensure your data does not contain unlawful, infringing, or harmful content.
• Comply with all applicable laws, including privacy and data protection laws.
• Review AI outputs before relying on or deploying them to end users.

6. Quotes, Engagements, and Statements of Work

Proposals and quotes are valid for 30 days unless stated otherwise. Each engagement is governed by its SOW, which defines scope, milestones, acceptance criteria, and fees. Any change to scope will be handled through a written change order.

7. Fees, Invoicing, and Payment

Fees are described in your SOW. Unless otherwise stated, invoices are due within 30 days of issuance. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law. You are responsible for any third-party costs identified in the SOW, such as AI model usage or platform fees.

8. Intellectual Property Rights

You retain all rights in the data and materials you provide to us. Upon full payment, custom deliverables created specifically for your engagement are assigned to you, excluding our pre-existing tools, frameworks, libraries, and methodologies, which are licensed to you on a non-exclusive, royalty-free basis for use with the deliverables. We retain the right to use generalizable knowledge, techniques, and experience gained during the engagement.

9. AI-Specific Terms

• AI outputs are probabilistic and may contain errors, inaccuracies, or biased content. You are responsible for reviewing and validating outputs before use.
• We do not guarantee that AI outputs are fit for a particular purpose, legally compliant, or free from infringement.
• You are responsible for the content of prompts and inputs and for how you use and deploy outputs.
• We do not use your confidential data to train shared or third-party models without your written agreement.
• Third-party AI models are subject to their providers’ terms, which may apply to your use of the services.

10. Acceptable Use

• Do not use the services for unlawful, fraudulent, or harmful purposes.
• Do not input content that infringes third-party rights or violates privacy or data protection laws.
• Do not attempt to access, disrupt, or reverse-engineer our systems, models, or infrastructure.
• Do not use the services to generate malware, disinformation, or content that harms or deceives others.

11. Confidentiality

Each party will protect the other’s confidential information using at least reasonable care and will use it solely to perform or receive the services. This obligation survives termination of the engagement for a period of three years.

12. Data Processing and Privacy

Our handling of personal information is described in our Privacy Policy. Where we process personal data on your behalf, we will enter into a data processing agreement reflecting your instructions and applicable law, including appropriate technical and organizational measures.

13. Warranties and Disclaimers

We provide services with reasonable skill and care consistent with industry standards. Except as expressly stated in an SOW, services are provided on an as-is and as-available basis, and we disclaim all implied warranties, including merchantability and fitness for a particular purpose. We do not warrant uninterrupted, error-free, or secure results, and AI outputs do not constitute professional advice.

14. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or lost business opportunities. Each party’s total aggregate liability arising out of or related to an engagement is limited to the fees paid or payable for that engagement in the 12 months preceding the claim. The foregoing limitations do not apply to liability for gross negligence, willful misconduct, or indemnification obligations.

15. Indemnification

You will indemnify and hold us harmless from claims, damages, and expenses arising from your data, your use of the services, or your deployment of AI outputs, except to the extent caused by our gross negligence or willful misconduct.

16. Term and Termination

Engagements run for the term stated in the SOW. Either party may terminate for material breach not cured within 30 days of written notice. On termination, you will pay for services performed up to the termination date, and each party will return or destroy the other’s confidential information as directed. Provisions that by their nature should survive will survive termination.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. The parties will attempt to resolve disputes informally. Any dispute that cannot be resolved will be resolved by binding arbitration administered by the American Arbitration Association in San Francisco, California, and the arbitrator’s award may be enforced in court. The parties waive class arbitration and class actions to the fullest extent permitted by law. Either party may seek injunctive relief in court for intellectual property or confidentiality violations.

18. Changes to Terms

We may update these Terms from time to time. We will post changes on this page and update the last-updated date. Your continued use of the services after changes are posted constitutes acceptance of the updated Terms.

19. General Provisions

These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement regarding the services. If any provision is found unenforceable, the remainder remains in effect. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. No waiver constitutes a continuing waiver. The parties are independent contractors, and nothing here creates a partnership or agency.

20. Contact Us

Questions about these Terms? Contact us at legal@rapydlabs.com or through our contact page.