Terms of Service

1. Acceptance of Terms

By accessing or using the services provided by Gravionyx Labs ("we," "us," or "our"), you agree to be bound by these Terms of Service. These terms constitute a legally binding agreement between you and Gravionyx Labs. If you do not agree to these terms, you must not use our services.

We reserve the right to modify these terms at any time. Changes will become effective immediately upon posting to our website. Your continued use of our services after any modifications indicates your acceptance of the updated terms.

2. Service Description

Gravionyx Labs provides professional robotics engineering and consulting services, including but not limited to:

• Commercial robot prototype design and mechanical engineering
• Embedded control software development and firmware programming
• Technical consulting on robotics adoption and system integration
• Engineering support, performance testing, and validation services

All services are provided strictly for civilian and industrial applications. We do not engage in defense, military, weapons development, or any projects that may cause harm to individuals or property.

2.1 Deliverables

Our services result in technical deliverables including but not limited to: CAD models, technical drawings, source code, documentation, testing reports, simulation packages, and advisory reports. All deliverables remain our intellectual property until full payment is received, at which point agreed-upon licensing rights transfer to the client.

2.2 Service Limitations

We provide engineering design, software development, and consulting services only. We do not:

• Manufacture physical robot systems or components
• Deploy or install systems at client facilities
• Provide ongoing operational support beyond the agreed project scope
• Accept liability for third-party manufacturing or implementation of our designs

3. Client Obligations

Clients engaging our services agree to:

• Provide accurate and complete technical requirements and specifications
• Respond to requests for clarification or additional information in a timely manner
• Ensure all provided information is legally obtained and does not infringe third-party rights
• Use deliverables only for civilian and industrial purposes as specified
• Not reverse-engineer or redistribute proprietary methodologies without written consent

4. Payment Terms

4.1 Project-Based Services

For fixed-price projects, payment schedules are established in individual project agreements. Typical structure includes:

• Initial deposit (typically 30-50%) required before work commences
• Milestone payments tied to specific deliverables
• Final payment due upon project completion and delivery of all materials

4.2 Hourly Consulting

Consulting services billed hourly require advance payment or invoicing on a bi-weekly basis. Minimum engagement periods may apply as specified in individual consulting agreements.

4.3 Late Payment

Invoices not paid within 30 days of issue date will incur a late fee of 1.5% per month on the outstanding balance. We reserve the right to suspend services or withhold deliverables until payment is received.

5. Intellectual Property Rights

5.1 Pre-Existing IP

All methodologies, tools, frameworks, and general knowledge used by Gravionyx Labs remain our exclusive property. This includes but is not limited to proprietary algorithms, development processes, and technical expertise.

5.2 Project-Specific IP

Upon receipt of full payment, clients receive specified rights to project deliverables as outlined in the project agreement. Unless explicitly stated otherwise, this typically includes:

• Ownership of custom CAD models designed specifically for the project
• Source code license for developed software (excluding proprietary libraries)
• Right to use technical documentation for the intended application

5.3 Portfolio Rights

We reserve the right to use non-confidential aspects of completed projects in our portfolio, marketing materials, and case studies unless a non-disclosure agreement explicitly prohibits such use.

6. Confidentiality

We treat all client information as confidential and implement reasonable measures to protect it. However, confidentiality obligations are formalized through separate Non-Disclosure Agreements (NDAs) when required. Standard confidentiality terms include:

• Non-disclosure of proprietary technical information
• Secure storage of client data and project files
• Limited access to project information on a need-to-know basis
• Return or destruction of confidential materials upon project completion

7. Warranties and Disclaimers

7.1 Professional Standards

We warrant that all services will be performed with professional care and in accordance with industry standards. Our work is based on current engineering knowledge, best practices, and the information provided by the client.

7.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN PROJECT AGREEMENTS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.3 No Guarantee of Results

While we strive for optimal solutions, we do not guarantee specific performance outcomes, market success, or regulatory approval of systems designed or developed through our services. Engineering involves inherent uncertainties, and real-world performance depends on factors beyond our control.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GRAVIONYX LABS SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Costs of procurement of substitute services
• Damages arising from client's use or inability to use deliverables
• Third-party claims related to client's implementation of our designs

Our total liability for any claims arising from our services shall not exceed the total fees paid by the client for the specific project giving rise to the claim.

9. Indemnification

Client agrees to indemnify and hold harmless Gravionyx Labs, its employees, and contractors from any claims, damages, or expenses arising from:

• Client's use of deliverables outside the agreed scope or purpose
• Modifications to deliverables made by client or third parties
• Manufacturing defects in systems produced based on our designs
• Violations of laws or regulations by client's implemented systems
• Infringement claims arising from materials or specifications provided by client

10. Project Termination

10.1 Termination by Client

Client may terminate projects with 14 days written notice. Upon termination:

• Client remains liable for all work completed to date
• Client receives deliverables for completed project phases
• Non-refundable deposits and milestone payments are retained
• Unused advance payments for hourly work are refunded within 30 days

10.2 Termination by Gravionyx Labs

We may terminate projects immediately if:

• Client fails to make payments according to agreed schedule
• Client requests services for prohibited applications (defense, weapons, etc.)
• Client breaches confidentiality or intellectual property terms
• Client provides false or misleading information

11. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including but not limited to: natural disasters, war, terrorism, government actions, epidemics, Internet failures, or supplier failures. Affected party must notify the other within 7 days and make reasonable efforts to resume performance.

12. Export Compliance

Client acknowledges that certain technical data and software may be subject to export control regulations. Client agrees to comply with all applicable export laws and regulations, including U.S. Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Client will not export, re-export, or transfer deliverables to prohibited countries, entities, or individuals without required authorizations.

13. Dispute Resolution

13.1 Negotiation

Parties agree to first attempt to resolve disputes through good-faith negotiation. Either party may initiate negotiation by written notice describing the dispute. Parties will meet within 14 days to discuss resolution.

13.2 Mediation

If negotiation fails to resolve the dispute within 30 days, parties agree to participate in mediation before a mutually acceptable mediator. Costs of mediation will be shared equally.

13.3 Arbitration

Disputes not resolved through mediation shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will take place in Louisville, Kentucky. Each party bears its own legal costs.

14. Governing Law

These Terms of Service are governed by the laws of the Commonwealth of Kentucky and the United States, without regard to conflict of law principles. Any legal proceedings not subject to arbitration shall be brought exclusively in state or federal courts located in Jefferson County, Kentucky.

15. 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 of Service will otherwise remain in full force and effect.

16. Entire Agreement

These Terms of Service, together with any project-specific agreements, NDAs, and other referenced documents, constitute the entire agreement between client and Gravionyx Labs. No modification to these terms is valid unless made in writing and signed by both parties.

17. Assignment

Client may not assign rights or obligations under these terms without our prior written consent. We may assign our rights and obligations to any affiliate or successor entity with notice to client.