Terms of Service

These Terms of Service (the “Terms”) are a legally binding agreement between Astro Smart Tech LLC, a California limited liability company doing business as SafeLab (“SafeLab,” “we,” “us,” or “our”), and the person or entity accessing or using the Service (“Client,” “you,” or “your”).

These Terms govern your access to and use of SafeLab’s subscription-based managed services, including custom AI software development, agentic workflow automation, MCP server development, LLM fine-tuning, private AI deployment, AI consulting, and related professional services offered through safelab.dev or otherwise made available by SafeLab (collectively, the “Service”).

By subscribing to the Service, submitting a request, clicking to accept these Terms, or making a payment, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have authority to bind that entity, and “you” and “your” refer to that entity.

1. Eligibility and Business Use

1.1 Business Use Only

The Service is offered solely for business and commercial use, and not for personal, family, or household purposes.

1.2 Authority

You represent and warrant that:

1. you are at least 18 years old;
2. you have the legal capacity to enter into these Terms; and
3. if you act on behalf of an entity, you have authority to bind that entity.

2. The Service

2.1 Description

SafeLab provides subscription-based managed services that may include custom AI software development, agentic workflow automation, MCP server development, LLM fine-tuning, private AI deployment, tool integrations, workflow automation, AI consulting, ongoing monitoring, documentation, and related deliverables, as described on safelab.dev or in written communications between the parties.

2.2 Managed Professional Services

The Service is a managed, subscription-based professional service. It is not a self-serve software product and does not create any obligation for SafeLab to provide any minimum volume of work, any guaranteed business outcome, or any guaranteed security result unless expressly agreed in writing.

2.3 Scope of Service

The scope of Service available to you depends on your active subscription plan and any written scope, requirements, or service limitations agreed between the parties. Website descriptions, examples, and marketing materials are illustrative only and do not modify these Terms.

2.4 Projects, Tasks, and Backlog Structure

During an active subscription period, you may submit tasks for work under one or more broader projects, initiatives, systems, product areas, or workstreams (each, a “Project”). Each specific unit of work submitted under a Project is a “Task.” An “Active Task” is the single Task SafeLab is actively performing at a given time under a subscription, unless a higher concurrency level is expressly included in your plan or agreed in writing.

A Project may contain multiple Tasks over time. Submission of a broad business objective, roadmap item, feature set, platform build, or system outcome does not obligate SafeLab to treat the entire objective as a single Task.

2.5 Active Task Limit, Backlog Tasks, and Reasonable Use

If your plan describes “unlimited tasks,” that means you may submit an uncapped number of backlog tasks during an active subscription period, subject to:

1. the one-active-task limitation;
2. the scope and limitations of your subscribed plan; and
3. reasonable use.

Unless otherwise expressly stated in your plan or agreed in writing, SafeLab will work on only one (1) Active Task at a time per subscription. Additional Tasks may be submitted and placed in backlog, but will not become active until the then-current Active Task is completed, paused, re-scoped, or otherwise closed by SafeLab in its reasonable discretion.

SafeLab may determine the order in which backlog Tasks are addressed based on your stated priorities, dependencies, technical constraints, readiness, risk, access delays, or efficient workflow management.

SafeLab may refuse, defer, or re-scope tasks that are disproportionately large, abusive, technically impractical, duplicative, outside plan scope, or inconsistent with the intended subscription model.

2.6 Scoping, Decomposition, Phasing, and Turnaround Estimates

SafeLab may, in its reasonable discretion, interpret, refine, divide, sequence, consolidate, defer, or reframe any Task into smaller tasks, milestones, phases, deliverables, or technical work units as necessary to perform the Service effectively. You acknowledge that a high-level or outcome-based Task may require multiple smaller Tasks, iterations, review cycles, or subscription periods before completion.

Tasks that are broad, complex, multi-phase, ambiguous, or dependent on substantial architecture, integration, model training or fine-tuning, agentic system design, deployment, monitoring, documentation, governance, access configuration, or stakeholder approvals may be treated by SafeLab as multiple Tasks or phases. SafeLab is not required to treat a large business objective or full end-to-end implementation as a single Task solely because it is described in one message, ticket, meeting, or submission.

Any turnaround times, delivery windows, average completion estimates, or similar timing statements, including any seven (7) day turnaround reference, are good-faith estimates only, not contractual guarantees, and apply only to reasonably scoped Tasks. They do not guarantee completion within that period of any full production-grade platform, enterprise deployment, agentic AI system, or comprehensive end-to-end implementation. Actual delivery times may vary depending on complexity, dependencies, your responsiveness, third-party systems, access delays, and other factors.

2.7 Meetings and Communications

Unless otherwise agreed in writing, the Service does not include unlimited, on-demand, or unscheduled meetings. During each active monthly subscription period, you may request up to one (1) scheduled call for coordination, review, planning, or clarification, subject to SafeLab’s reasonable scheduling availability.

Any included call must be scheduled in advance through SafeLab’s designated scheduling process and held at a mutually agreed time. Meetings may be conducted online or in person at SafeLab’s office. SafeLab is not obligated to travel to your location unless otherwise agreed in writing. SafeLab may determine the meeting format, duration, agenda, and participants reasonably necessary for efficient service delivery.

SafeLab provides the Service primarily through asynchronous communications, including written task submissions, comments, updates, and Deliverables. SafeLab may require that routine task updates, revisions, approvals, and status updates be handled asynchronously rather than by meeting.

Additional calls, expedited calls, or emergency calls are not included by default and may be offered solely at SafeLab’s discretion. SafeLab has no obligation to provide any additional or emergency meeting and may condition any such meeting on separate fees, scheduling availability, scope limits, or other written terms.

You acknowledge that the subscription does not provide continuous consulting availability, open office hours, or immediate access to SafeLab personnel at any time requested by you. Meetings are for coordination, clarification, review, or planning only and do not, by themselves, expand the scope of the Service, increase the number of Active Tasks, modify turnaround estimates, or create any delivery commitment except as expressly agreed in writing.

2.8 Deliverables

Deliverables may include code, model configurations, prompts, reports, documentation, recommendations, integrations, deployment artifacts, testing results, and other work product produced by SafeLab as part of the Service (“Deliverables”).

2.9 Revisions

Unless otherwise agreed in writing, revisions are limited to changes reasonably necessary to bring a Deliverable into material conformity with the original scoped task. Tasks that materially change scope, add new requirements, or expand beyond the original task may be treated as new tasks and placed in backlog.

2.10 Acceptance

If SafeLab delivers a Deliverable for review, you will have five (5) business days to notify SafeLab in writing of any material non-conformance with the agreed scope. If you do not do so within that period, the Deliverable will be deemed accepted. SafeLab’s obligation with respect to a timely rejected Deliverable is to use commercially reasonable efforts to correct the identified material non-conformance.

3. Subscriptions, Billing, and Payment

3.1 Fees

Subscription fees are charged in advance on a recurring monthly basis unless otherwise stated on your plan or order confirmation. Fees are as listed at the time you subscribe, unless a different price is agreed in writing.

3.2 Authorization

You authorize SafeLab and its payment processors to charge your payment method on file for all fees, taxes, and other amounts due under these Terms.

3.3 Failed Payments

If a payment is declined, reversed, or otherwise fails, SafeLab may suspend work or access to the Service until all overdue amounts are paid in full.

3.4 Price Changes

SafeLab may change pricing prospectively upon at least thirty (30) days’ prior written notice. Any pricing change will apply no earlier than your next billing cycle after the notice period. Continued use of the Service after the price change takes effect constitutes acceptance of the updated pricing.

3.5 Refunds

If you cancel your first subscription within seven (7) calendar days of the initial subscription purchase (the “Refund Window”), you are eligible for a refund of seventy-five percent (75%) of that first subscription payment by sending written notice to info@safelab.dev within the Refund Window.

Because the Refund Window is short, SafeLab does not guarantee that any particular Deliverable, milestone, or task will be completed or delivered within that period. If you cancel within the Refund Window, SafeLab will deliver the existing work product already prepared up to that point, including code and other materials already created for your subscription.

Additional details are available in our Refund Policy. Except as expressly stated in this Section, all payments are non-refundable and non-creditable, and no partial-month or partial-period refunds will be provided.

If SafeLab terminates your subscription for convenience and not because of your breach, nonpayment, unlawful conduct, unsafe conduct, or other cause permitted under these Terms, SafeLab may end the subscription at any time upon written notice and will refund the prorated portion of any prepaid monthly subscription fees allocable to the unused remainder of the then-current billing period.

3.6 Pauses

You may request to pause your subscription by written notice to SafeLab. Unless SafeLab agrees otherwise in writing:

1. the pause will take effect at the end of the current billing period;
2. SafeLab may finish work already in progress or stop work at a reasonable transition point;
3. backlog tasks may be preserved for up to ninety (90) days; and
4. if you resume after a pause, pricing and plan terms may be subject to then-current offerings unless SafeLab agrees otherwise in writing.

3.7 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of the current paid billing period, and you will retain access to the Service through that period unless earlier suspended or terminated under these Terms. Upon cancellation, SafeLab will have no obligation to begin or complete backlog or unfinished tasks after the end of the paid period.

3.8 Taxes

Fees are exclusive of all taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, withholding, or similar taxes, excluding taxes based on SafeLab’s net income. You are responsible for all such taxes associated with your purchase or use of the Service.

4. Client Responsibilities

4.1 Accurate Information

You are responsible for providing accurate, complete, and timely information, materials, approvals, and access necessary for SafeLab to perform the Service.

4.2 Cooperation

You will reasonably cooperate with SafeLab, including by responding in a timely manner to requests for clarification, decisions, approvals, credentials, or testing access. SafeLab is not responsible for delays caused by your failure to cooperate.

4.3 Rights and Permissions

You represent and warrant that you have all rights, consents, authorizations, and permissions necessary for SafeLab to access, use, test, modify, or interact with any systems, data, software, models, APIs, accounts, credentials, and other materials you provide or authorize SafeLab to access.

4.4 Compliance

You are solely responsible for:

1. your business operations;
2. the legality of your requested work and your use of any Deliverables;
3. compliance with laws, regulations, industry rules, and third-party terms applicable to your business and use case; and
4. providing any notices, consents, or disclosures required for your intended use of the Service or any Deliverables.

4.5 Review Before Use

You are responsible for reviewing, testing, and validating all Deliverables before deploying them in production or relying on them for business, compliance, safety, or security purposes.

5. System Access, Credentials, and Client Environments

5.1 Access and Credentials

To perform certain Services, SafeLab may require access to your systems, APIs, databases, cloud accounts, AI platform accounts, code repositories, or other technical resources. You are responsible for providing timely access to all systems, credentials, and environments reasonably necessary for SafeLab to perform the Service.

5.2 Authorization to Integrate

You represent and warrant that you have full authorization to permit SafeLab to access, integrate with, modify, or send data to any third-party API, platform, tool, model provider, or service you include in the scope of your Service request. SafeLab may rely on the accuracy of the authorizations and access you provide.

5.3 Test Data and Staging Environments

Where applicable, you are responsible for providing suitable test data, sample inputs, staging environments, or sandbox accounts necessary for SafeLab to develop, evaluate, and validate Deliverables before production deployment. SafeLab is not responsible for delays caused by the unavailability of test environments or data.

5.4 Production Deployment

Unless otherwise agreed in writing, you are responsible for all production deployment decisions, backup procedures, rollback plans, and operational safeguards. SafeLab may provide deployment artifacts and guidance as part of a Deliverable, but final production deployment remains your responsibility unless expressly agreed otherwise in writing.

6. Data Handling, Privacy, and Security

6.1 Client Materials

“Client Materials” means any data, content, prompts, models, systems, credentials, documentation, or other materials you provide to SafeLab or make available to SafeLab in connection with the Service.

6.2 License to Client Materials

You grant SafeLab a limited, non-exclusive, non-transferable license to access, use, host, reproduce, modify, and otherwise process Client Materials solely as necessary to provide the Service, create Deliverables, maintain the Service, enforce these Terms, and comply with law.

6.3 Your Responsibility for Sensitive Data

You will not provide SafeLab with any data subject to special legal or contractual restrictions unless doing so is necessary for the Service and expressly authorized by SafeLab in writing. You are responsible for determining whether Client Materials include personal data, regulated data, trade secrets, or other sensitive information.

6.4 No Public Model Training Without Authorization

SafeLab will not intentionally use your Confidential Information or Client Materials to train public or shared foundation models without your express written authorization.

6.5 Third-Party Providers and Subprocessors

SafeLab may use third-party hosting providers, model providers, cloud vendors, contractors, subprocessors, collaboration tools, and other service providers to perform the Service. SafeLab will remain responsible for its personnel and service providers to the extent required by law or these Terms.

6.6 Security Measures

SafeLab will use commercially reasonable administrative, technical, and organizational safeguards designed to protect Client Materials and Confidential Information against unauthorized access, use, or disclosure. You acknowledge that no security measure is perfect and no system can be guaranteed fully secure.

6.7 Retention and Deletion

Unless otherwise agreed in writing, SafeLab may retain Client Materials, Deliverables, logs, and related records for a reasonable period after termination or expiration of the Service for business continuity, backup, legal compliance, dispute resolution, and recordkeeping purposes, after which SafeLab may delete them in accordance with its retention practices.

6.8 Privacy Policy

To the extent applicable, SafeLab’s collection and use of personal information is also governed by its Privacy Policy.

6.9 Data Processing Addendum

If the parties enter into a separate data processing addendum (“DPA”), the DPA will govern the processing of personal data to the extent stated in that DPA. In the event of conflict between the DPA and these Terms regarding personal data processing, the DPA will control.

7. Acceptable Use

7.1 Prohibited Work Directives and Uses

You may not use the Service, request Deliverables, or direct SafeLab to engage in activities that:

1. violate any applicable law or regulation;
2. infringe or misappropriate any third party’s rights;
3. involve unauthorized access, surveillance, or testing;
4. facilitate fraud, deception, phishing, malware, or other abusive conduct;
5. involve unlawful collection, processing, or disclosure of personal data;
6. target individuals based on protected characteristics in unlawful or discriminatory ways;
7. generate or distribute misinformation, impersonation content, or deceptive synthetic media in violation of law;
8. support weapons development, unlawful harassment, stalking, or harmful exploitation;
9. are intended for high-risk uses such as medical diagnosis or treatment, legal decision-making, credit underwriting, insurance decisions, employment decisions, critical infrastructure control, or biometric identification, unless expressly agreed in writing by SafeLab; or
10. otherwise expose SafeLab or others to material legal, ethical, operational, or security risk.

7.2 Right to Decline

SafeLab may decline, remove, suspend, re-scope, or stop work on any task that SafeLab reasonably believes is unlawful, unsafe, unethical, outside scope, abusive, technically infeasible, or inconsistent with these Terms or SafeLab’s business policies.

7.3 Substitute Tasks

If SafeLab declines a task under this Section, you may submit a substitute in-scope task during your active subscription period. Unless otherwise required by law, a declined task does not by itself entitle you to a refund.

8. Intellectual Property

8.1 SafeLab Background Technology

“SafeLab Background Technology” means all software, code, tools, frameworks, methodologies, templates, prompts, evaluation methods, processes, techniques, know-how, inventions, and other intellectual property that:

1. SafeLab owned or controlled before providing the Service;
2. SafeLab develops independently of the specific Deliverables; or
3. are of general applicability and not uniquely created for you.

8.2 Client Ownership of Custom Deliverables

Subject to your full payment of all amounts due under these Terms, SafeLab hereby assigns to you all of SafeLab’s right, title, and interest in and to the final custom Deliverables specifically created by SafeLab for you under the Service, including final custom source code, documentation, configurations, prompts, reports, and other custom work product created specifically for you, excluding:

1. SafeLab Background Technology;
2. third-party materials;
3. open-source software;
4. generic know-how, ideas, concepts, techniques, and learnings; and
5. any materials owned by you or your licensors.

8.3 License to Embedded Background Technology

To the extent any SafeLab Background Technology is incorporated into or necessary to use a Deliverable assigned to you under Section 8.2, SafeLab grants you a non-exclusive, worldwide, perpetual, irrevocable, non-transferable except with the Deliverable, royalty-free license to use that embedded SafeLab Background Technology solely as part of and as necessary to use, execute, display, modify, maintain, and exploit the Deliverable for your internal business purposes and external business operations.

8.4 Third-Party and Open-Source Materials

Deliverables may include or depend on third-party software, APIs, model providers, cloud services, libraries, or open-source components. Those items remain subject to their own licenses and terms, and SafeLab does not transfer ownership of them to you.

8.5 Client Materials

As between the parties, you retain all right, title, and interest in and to Client Materials, subject to the license granted in Section 6.2.

8.6 Feedback

If you provide SafeLab with suggestions, ideas, comments, or feedback relating to the Service or any Deliverable, SafeLab may use and exploit that feedback without restriction or obligation to you, provided SafeLab does not disclose your Confidential Information in doing so.

9. Confidentiality

9.1 Definition

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with these Terms that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes business plans, security information, source code, credentials, models, prompts, technical data, reports, and Client Materials.

9.2 Obligations

The Receiving Party will:

1. use the Disclosing Party’s Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms;
2. protect the Confidential Information using at least reasonable care, and no less than the care it uses to protect its own similar confidential information; and
3. not disclose the Confidential Information to any third party except to personnel, contractors, advisors, and service providers who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms.

9.3 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

1. is or becomes publicly available through no breach of these Terms;
2. was lawfully known to the Receiving Party without restriction before disclosure;
3. is lawfully received from a third party without restriction; or
4. is independently developed without use of or reference to the Disclosing Party’s Confidential Information.

9.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, legal process, or court order, provided that, unless prohibited by law, the Receiving Party gives prompt notice to the Disclosing Party and reasonably cooperates, at the Disclosing Party’s expense, in efforts to limit or contest the disclosure.

9.5 Duration

The obligations in this Section will continue for three (3) years after termination or expiration of these Terms, except that obligations relating to trade secrets and credentials will continue for so long as such information remains a trade secret or confidential.

10. Third-Party Services

10.1 Third-Party Dependencies

The Service and Deliverables may depend on third-party products, infrastructure, APIs, model providers, open-source components, hosting providers, or other services (“Third-Party Services”).

10.2 Third-Party Terms

Your use of any Third-Party Services is subject to the applicable third-party terms, conditions, and policies. You are responsible for obtaining and maintaining any rights, subscriptions, consents, or accounts necessary for your use of Third-Party Services.

You are also solely responsible for all third-party fees and usage-based charges, including API fees, model usage fees, token charges, cloud hosting charges, storage charges, compute charges, overage charges, and similar amounts charged by Third-Party Services, whether incurred directly by you or through accounts, environments, or integrations you authorize for the Service.

10.3 No Responsibility for Third-Party Changes

SafeLab is not responsible for outages, degradations, pricing changes, deprecations, access restrictions, legal restrictions, or functionality changes caused by Third-Party Services.

11. AI-Specific Terms

11.1 Probabilistic Systems

You acknowledge that AI systems are probabilistic and may produce inaccurate, incomplete, biased, harmful, or unexpected outputs even when properly configured or tested.

11.2 No Guarantee of Fitness

Unless expressly agreed in writing, SafeLab does not guarantee that any AI-related Deliverable will be suitable for any specific production, compliance, safety, or commercial use case.

11.3 Human Review Required

You are responsible for implementing appropriate human review, testing, controls, logging, moderation, fallback procedures, and safeguards before using any AI-related Deliverable in production.

11.4 Monitoring and Detection Limitations

Any monitoring, alerting, evaluation, or safety testing provided by SafeLab is intended to reduce risk, not eliminate it, and does not guarantee detection, prevention, or remediation of all issues, vulnerabilities, misuse, or failures.

12. Disclaimers

12.1 Service Provided As Is

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, ALL DELIVERABLES, AND ALL RELATED WORK ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

12.2 Disclaimed Warranties

SAFELAB DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

12.3 Specific Disclaimers

WITHOUT LIMITING THE FOREGOING, SAFELAB DOES NOT WARRANT THAT:

1. the Service will be uninterrupted, timely, or error-free;
2. any Deliverable will achieve any specific result or business outcome;
3. any AI system will be free from hallucinations, vulnerabilities, unsafe outputs, or unintended behavior;
4. any monitoring, evaluation, or alerting provided by SafeLab will detect, prevent, or remediate all issues, errors, or unexpected AI outputs; or
5. any issue identified by SafeLab can or will be fully remediated.

13. Indemnification

13.1 Client Indemnity

You will defend, indemnify, and hold harmless SafeLab and its affiliates, officers, directors, members, employees, contractors, and agents from and against any third-party claims, demands, actions, proceedings, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

1. your use of the Service or any Deliverable;
2. Client Materials;
3. your breach of these Terms;
4. your violation of law, regulation, or third-party rights;
5. your lack of authorization to provide access to or test any system, data, or account; or
6. your products, services, or business decisions involving any Deliverable.

13.2 SafeLab IP Indemnity

SafeLab will defend you against any third-party claim that a final custom Deliverable created by SafeLab for you under these Terms directly infringes a U.S. patent, copyright, or trademark, and SafeLab will indemnify you against damages finally awarded or agreed in settlement by SafeLab arising from such claim.

This obligation does not apply to claims arising from:

1. Client Materials;
2. third-party materials or Third-Party Services;
3. open-source components;
4. modifications not made by SafeLab;
5. combinations with products, services, or materials not provided by SafeLab;
6. use outside the agreed scope or contrary to documentation or instructions; or
7. a Deliverable made in accordance with your instructions, specifications, or designs.

13.3 Indemnity Procedure

The indemnified party must:

1. promptly notify the indemnifying party of the claim;
2. grant the indemnifying party sole control of the defense and settlement, except that no settlement admitting fault or imposing obligations on the indemnified party may be entered without its consent, not to be unreasonably withheld; and
3. provide reasonable cooperation at the indemnifying party’s expense.

13.4 Infringement Remedies

If a Deliverable is, or in SafeLab’s opinion is likely to be, subject to an infringement claim, SafeLab may, at its option:

1. modify the Deliverable to make it non-infringing;
2. obtain the right for you to continue using it; or
3. terminate the affected portion of the Service and refund any prepaid fees allocable to the unusable portion of the affected Deliverable for the then-current billing period.

14. Limitation of Liability

14.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO SAFELAB UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Carve-Outs

THE LIMITATIONS IN THIS SECTION 14 DO NOT APPLY TO:

1. your payment obligations;
2. your obligations under Section 13.1;
3. either party’s fraud, willful misconduct, or gross negligence;
4. either party’s breach of Section 9; or
5. your infringement or misappropriation of SafeLab’s intellectual property rights.

14.4 Basis of the Bargain

The parties acknowledge that this Section 14 is a material basis of the bargain and that SafeLab would not provide the Service without these limitations.

15. Suspension and Termination

15.1 Term

These Terms begin when you first accept them and continue until terminated in accordance with these Terms.

15.2 Termination by You

You may terminate these Terms by canceling your subscription in accordance with Section 3.7.

15.3 Suspension by SafeLab

SafeLab may suspend access to the Service or pause work immediately, with or without notice, if SafeLab reasonably believes:

1. you are in breach of these Terms;
2. your use or requested use creates legal, security, operational, or reputational risk;
3. payment is overdue;
4. continuation would violate law or third-party terms; or
5. emergency circumstances require prompt action.

15.4 Termination by SafeLab

SafeLab may terminate these Terms or your subscription upon written notice if:

1. you materially breach these Terms and fail to cure within five (5) days after notice, where cure is possible;
2. your payment failure remains uncured for five (5) days after notice;
3. you repeatedly submit prohibited or abusive tasks; or
4. SafeLab reasonably determines that continued performance is unlawful, unsafe, or impracticable.

SafeLab may also terminate your subscription for convenience at any time upon written notice. If SafeLab does so other than for a reason described in these Terms, SafeLab will refund the prorated portion of any prepaid monthly subscription fees allocable to the unused remainder of the then-current billing period.

15.5 Effect of Termination

Upon termination or expiration:

1. your right to access or use the Service ends, except for any rights in completed Deliverables validly transferred to you under Section 8;
2. SafeLab will have no obligation to begin or complete backlog or unfinished tasks;
3. all fees then due remain payable; and
4. each party may retain and use information as necessary to enforce rights, comply with law, or maintain ordinary business records.

15.6 Survival

Sections that by their nature should survive will survive termination or expiration, including Sections 4 through 16 and any payment obligations accrued before termination.

16. General Provisions

16.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of California, without regard to its conflict of laws rules.

16.2 Arbitration

Except for claims eligible for small claims court and claims for injunctive or equitable relief, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by JAMS in Orange County, California, in accordance with its applicable rules. Judgment on the award may be entered in any court of competent jurisdiction.

16.3 Class Action Waiver

To the maximum extent permitted by law, all disputes must be brought on an individual basis only, and not as a plaintiff or class member in any purported class, consolidated, collective, or representative proceeding.

16.4 Injunctive Relief

Nothing in these Terms prevents either party from seeking temporary, preliminary, or emergency injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse of Confidential Information or infringement of intellectual property rights.

16.5 Export Controls and Sanctions

You may not use the Service or any Deliverable in violation of applicable export control, trade, or sanctions laws. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions, and are not a prohibited or restricted party under applicable law.

16.6 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without SafeLab’s prior written consent. SafeLab may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

16.7 Independent Contractor

SafeLab is an independent contractor. Nothing in these Terms creates a partnership, joint venture, fiduciary, employment, franchise, or agency relationship between the parties.

16.8 Entire Agreement

These Terms, together with any applicable order confirmation, subscription confirmation, DPA, or written amendment signed or accepted by the parties, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous proposals, discussions, and agreements on that subject.

16.9 Amendments

SafeLab may modify these Terms from time to time. If SafeLab makes a material change, SafeLab will provide notice to active subscribers by email or through the Service at least fourteen (14) days before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms.

16.10 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.

16.11 Waiver

No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.

16.12 Force Majeure

SafeLab will not be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, civil unrest, governmental actions, internet or telecommunications failures, cloud outages, utility failures, or third-party service disruptions.

16.13 Notices

Notices under these Terms must be in writing. Notices to SafeLab must be sent to info@safelab.dev. Notices to you may be sent to the email address associated with your account or by other reasonable written means.

16.14 Electronic Communications

You consent to receiving electronic communications from SafeLab and agree that electronic notices, agreements, and records satisfy any legal requirement that such communications be in writing.

17. Contact Information

For questions about these Terms, contact:

Astro Smart Tech LLC (DBA SafeLab)
200 Spectrum Center Dr, Ste 300
Irvine, CA 92618
info@safelab.dev