Terms of Service

Terms of Service for Nooblabs AI

Effective Date: May 22, 2023

Welcome to Nooblabs AI! These Terms of Service (“Terms”) govern your access to and use of the services provided by Nooblabs AI (“Nooblabs AI,” “we,” “us,” or “our”), including but not limited to AI consulting, custom AI model development, data analysis, integration services, and related support (collectively, the “Services”).

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to all of these Terms, you may not access or use the Services.

1. Acceptance of Terms

These Terms constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Nooblabs AI. By engaging Nooblabs AI for any Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy.

2. Services Offered

Nooblabs AI offers a range of artificial intelligence consulting and development services, which may include, but are not limited to:

• AI Strategy & Consulting: Assessment of business needs, AI roadmap development, feasibility studies.
• Custom AI Model Development: Design, training, and deployment of machine learning and deep learning models.
• Data Preparation & Analysis: Data collection strategies, cleaning, labeling, and insightful analysis.
• AI Integration: Integration of AI solutions into existing systems and workflows.
• Prototyping & Proof-of-Concept: Development of preliminary AI solutions to test viability.
• Ongoing Support & Maintenance: Post-deployment assistance and performance monitoring (as per agreed-upon contract).

Specific details of the Services to be provided, including deliverables, timelines, and fees, will be outlined in a separate Statement of Work (SOW) or project agreement (“Project Agreement”). In the event of any conflict between these Terms and a Project Agreement, the terms of the Project Agreement shall prevail for that specific project.

3. Client Responsibilities

As a Client of Nooblabs AI, you agree to:

• Provide Accurate Information: Furnish accurate, complete, and timely information, data, and access to systems as reasonably required by Nooblabs AI for the performance of the Services.
• Cooperation: Cooperate with Nooblabs AI in a timely and efficient manner, making decisions and approvals as necessary to avoid project delays.
• Data Rights & Permissions: Ensure that you have all necessary rights, licenses, and permissions to provide Nooblabs AI with any data, information, or materials (“Client Data”) that you provide for the purpose of the Services. You acknowledge that Nooblabs AI will process Client Data solely for the purpose of performing the Services as agreed upon.
• Compliance with Laws: Use the Services and any deliverables in compliance with all applicable laws, regulations, and third-party rights, including but not limited to data privacy laws (e.g., GDPR, CCPA).
• Review & Feedback: Promptly review deliverables and provide feedback as specified in the Project Agreement.
• Payment: Make timely payments for Services rendered as outlined in the Project Agreement.

4. Fees and Payment

• Pricing: Fees for Services will be detailed in the Project Agreement. Unless otherwise specified, all fees are quoted in EURO (or other agreed-upon currency) and are exclusive of any applicable taxes (e.g., VAT, sales tax), duties, or levies, which shall be your responsibility.
• Invoicing: Invoices will be issued according to the payment schedule outlined in the Project Agreement (e.g., upfront, milestones, monthly).
• Payment Terms: Payment is due within [Number] days from the invoice date, unless otherwise agreed upon in the Project Agreement.
• Late Payments: Without prejudice to any other rights or remedies we may have, Nooblabs AI reserves the right to charge interest on overdue amounts at a rate of [e.g., 1.5% per month or the maximum legal rate] or to suspend Services until full payment is received.
• Expenses: You agree to reimburse Nooblabs AI for reasonable out-of-pocket expenses incurred in connection with the Services, provided such expenses are pre-approved or detailed in the Project Agreement.

5. Intellectual Property

• Client IP: All intellectual property rights in and to the Client Data provided by you to Nooblabs AI shall remain your sole property.
• Nooblabs AI IP: All intellectual property rights in and to Nooblabs AI’s pre-existing tools, methodologies, frameworks, algorithms, and general know-how developed or acquired independently of the Project Agreement (“Nooblabs AI IP”) shall remain the sole property of Nooblabs AI. Nooblabs AI grants you a non-exclusive, non-transferable, revocable license to use Nooblabs AI IP solely to the extent necessary for you to utilize the deliverables of the Services.
• Deliverables: Unless otherwise specified in a Project Agreement, upon full and final payment for the Services, Nooblabs AI will assign to you all intellectual property rights in the custom-developed deliverables (e.g., trained AI models, code specific to your project, documentation) that are unique to your project and do not incorporate Nooblabs AI IP or third-party IP (“Project Deliverables”).
• Nooblabs AI’s Right to Use: You acknowledge that Nooblabs AI may use its general knowledge, experience, and techniques acquired during the course of providing the Services, including aggregated and anonymized data derived from the Services (which does not identify you or your specific data), for its own business purposes, such as improving its services, developing new offerings, or for marketing purposes.

6. Confidentiality

Both parties agree to keep confidential all non-public information disclosed by the other party (“Confidential Information”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving party prior to disclosure by the disclosing party; (c) is obtained by the receiving party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information. Both parties agree to use Confidential Information only for the purpose of fulfilling their obligations under these Terms and to protect it with the same degree of care they use for their own confidential information, but no less than reasonable care.

7. Warranties and Disclaimers

• Nooblabs AI Warranties: Nooblabs AI warrants that it will perform the Services in a professional and workmanlike manner, in accordance with generally accepted industry standards.
• Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NOOBLABS AI DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NOOBLABS AI DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT AI TECHNOLOGIES ARE RAPIDLY EVOLVING AND INVOLVE INHERENT UNCERTAINTIES.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOOBLABS AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL NOOBLABS AI’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU TO NOOBLABS AI FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to defend, indemnify, and hold harmless Nooblabs AI and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your use of and access to the Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (d) any claim that your Client Data caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.

10. Termination

• Termination for Convenience: Either party may terminate a Project Agreement or these Terms upon [Number] days’ written notice to the other party, provided that any ongoing Services will be subject to the terms of the respective Project Agreement regarding termination and payment for work completed.
• Termination for Cause: Either party may terminate these Terms or a Project Agreement immediately upon written notice if the other party materially breaches any provision of these Terms or a Project Agreement and fails to cure such breach within [Number] days after receiving written notice thereof.
• Effect of Termination: Upon termination, your right to use the Services will immediately cease. You will pay Nooblabs AI for all Services performed up to the termination date. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property, warranty disclaimers, indemnity, and limitations of liability.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of [Your Country/State, e.g., Greece], without regard to its conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or invalidity thereof shall be resolved by [Choose one option below and delete the others]:

• Option A: Arbitration: Arbitration administered by [Name of Arbitration Institute, e.g., the Athens Mediation and Arbitration Organization] in accordance with its [relevant rules, e.g., Commercial Arbitration Rules]. The seat of arbitration shall be [City, Country, e.g., Athens, Greece]. The language of the arbitration shall be [e.g., English].
• Option B: Exclusive Jurisdiction: The competent courts of [City, Country, e.g., Athens, Greece] shall have exclusive jurisdiction to hear and determine any suit, action, or proceeding, and to settle any disputes, which may arise out of or in connection with these Terms.

12. Miscellaneous

• Entire Agreement: These Terms, together with any applicable Project Agreements and our Privacy Policy, constitute the entire agreement between you and Nooblabs AI regarding the Services.
• Amendments: Nooblabs AI reserves the right to modify these Terms at any time. We will provide notice of any material changes by posting the updated Terms on our website or by other reasonable means. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
• Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Nooblabs AI’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
• Force Majeure: Neither party shall be liable for any delay or failure in performance hereunder due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
• Assignment: You may not assign or transfer these Terms or any rights or obligations hereunder, without our prior written consent. Nooblabs AI may assign these Terms without your consent.
• Relationship of Parties: Nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between you and Nooblabs AI.

13. Contact Information

If you have any questions about these Terms, please contact us at:

Nooblabs AI
ai@nooblabs.ai