Terms of service.

1.1. Service Description. Standard Applied Intelligence Labs, Inc. ("SAIL", "we", "our", "the lab", or "us") provides forward-deployed engineering services, including architecture, implementation, deployment, and ongoing hardening of critical software and agentic systems (collectively, the "Services"). Services are performed by a small team of senior engineers on the customer's keyboard, from architecture through production.

1.2. Engagement Terms. Services are provided pursuant to a separate statement of work, project agreement, or similar document that references these Terms of Service (an "SOW"). Each SOW will specify the scope of work, deliverables, timeline, and compensation for the specific engagement.

1.3. Deliverables. SAIL will deliver the software, documentation, and other materials specified in the applicable SOW ("Deliverables"). Unless otherwise specified in the SOW, Customer will own all rights to custom software developed specifically for Customer, subject to SAIL's retained rights in its pre-existing intellectual property, proprietary methodologies, tooling, and open-source contributions.

1.4. Performance Standards. SAIL will perform Services in a professional and workmanlike manner consistent with the engineering practices published on our website.

2.1. Cooperation. Customer agrees to provide reasonable cooperation, including timely provision of information, feedback, approvals, and access to systems or personnel as reasonably required for SAIL to perform the Services.

2.2. Compliance. Customer represents and warrants that its use of the Services and any software developed by SAIL will comply with all applicable laws, regulations, and industry standards. Customer is responsible for obtaining any necessary licenses, permits, or approvals for its use of the Deliverables.

Deliverables may incorporate third-party software, libraries, or services ("Third-Party Components"). Customer's use of Third-Party Components is subject to the applicable third-party license terms. SAIL will identify material Third-Party Components and their licensing requirements, and where the engagement scope calls for it, will deliver a software bill of materials alongside the build.

4.1. Fees. Customer will pay the fees specified in the applicable SOW ("Fees"). Unless otherwise specified, all Fees are due within thirty (30) days of invoice date.

4.2. Expenses. Customer will reimburse SAIL for reasonable out-of-pocket expenses incurred in connection with the Services, subject to any limitations specified in the SOW.

4.3. Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments. Customer is responsible for paying all taxes associated with the Services, except for taxes based on SAIL's net income.

4.4. Late Payment. Overdue amounts may accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

5.1. Customer Ownership. Subject to the terms herein, Customer will own all rights to custom software and materials developed specifically for Customer under the SOW.

5.2. SAIL Retained Rights. SAIL retains all rights to its pre-existing intellectual property, proprietary methodologies, tooling, frameworks, open-source contributions, and general knowledge and experience. SAIL may use general knowledge, skills, and experience gained during the engagement in other projects.

5.3. License to SAIL. Customer grants SAIL a non-exclusive license to use Customer's intellectual property solely as necessary to perform the Services.

6.1. Term. This Agreement begins when executed and continues until all SOWs are completed or terminated.

6.2. Termination for Convenience. Either party may terminate an SOW for convenience with thirty (30) days written notice. Customer will pay for all work performed through the termination date.

6.3. Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice.

7.1. Mutual Warranties. Each party represents and warrants that it has the authority to enter into this Agreement and that its performance will not violate any other agreement to which it is bound.

7.2. Service Warranty. SAIL warrants that Services will be performed in a professional and workmanlike manner. SAIL's sole obligation for breach of this warranty is to re-perform the non-conforming Services at no additional charge.

7.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SAIL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.1. Definition. "Confidential Information" means non-public information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential under the circumstances.

9.2. Obligations. Each party agrees to: (a) maintain the confidentiality of the other party's Confidential Information; (b) not disclose such information to third parties without prior written consent; and (c) use such information solely for the purposes of this Agreement.

9.3. Exceptions. These obligations do not apply to information that: (a) is publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law.

10.1. Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

10.2. Governing Law. This Agreement will be governed by the laws of the State of Delaware, without regard to conflict of law principles.

10.3. Entire Agreement. This Agreement, together with any SOWs, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.

10.4. Amendments. This Agreement may only be amended by written agreement signed by both parties.

10.5. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder will continue in full force and effect.

10.6. Assignment. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.