Terms and Conditions

Last Updated: November 26, 2025

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity, "Client" or "you") and Biosync Labs ("Company," "we," "us," or "our"), concerning your access to and use of our website and services.

By accessing our website or engaging our services, you agree that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, you must not access our website or use our services.

2. Services Description

Biosync Labs provides design consulting and project management services specializing in:

  • Artificial Intelligence (AI) system design and integration

  • Extended Reality (XR) solutions

  • Internet of Things (IoT) architecture

  • Blockchain technology integration

  • Related technical consulting and project management services

Our services are limited to design, consulting, and project management. We do not host, store, or process client data generated by the systems we design.

3. Client Responsibilities

3.1 Information Provision Clients agree to provide accurate, complete, and timely information necessary for us to perform our services, including project requirements, specifications, and feedback.

3.2 Decision-Making Clients are responsible for all business decisions regarding the systems we design, including technology selection, implementation approach, and data handling practices.

3.3 Third-Party Services Clients are responsible for:

  • Selecting and contracting with third-party service providers (cloud platforms, AI services, blockchain networks, etc.)

  • Ensuring compliance with third-party terms of service

  • Managing relationships with third-party vendors

  • Data privacy and security practices in implemented systems

3.4 Legal Compliance Clients are responsible for ensuring that systems we design are implemented and used in compliance with all applicable laws, regulations, and industry standards.

4. Engagement Process

4.1 Proposals and Quotes All proposals and quotes are valid for 30 days unless otherwise specified and are subject to change based on project scope modifications.

4.2 Contracts Specific project terms, deliverables, timelines, and fees will be outlined in individual Statement of Work (SOW) or consulting agreements, which will supplement these Terms.

4.3 Project Scope Any changes to project scope must be documented in writing and may result in adjustments to timeline and fees.

5. Fees and Payment

5.1 Fee Structure Fees will be specified in the applicable SOW or consulting agreement and may be structured as:

  • Fixed project fees

  • Hourly or daily rates

  • Retainer arrangements

  • Milestone-based payments

5.2 Payment Terms Unless otherwise specified:

  • Invoices are due within 30 days of receipt

  • Late payments may incur interest charges of 1% per month or the maximum rate permitted by law

  • We reserve the right to suspend services for overdue accounts

5.3 Expenses Reasonable expenses incurred in connection with services (travel, software licenses, etc.) will be billed separately unless included in the project fee.

6. Intellectual Property Rights

6.1 Client Materials Clients retain all rights to materials, information, and data provided to us ("Client Materials").

6.2 Deliverables Upon full payment, clients receive ownership of final deliverables as specified in the applicable SOW, including:

  • Design documentation

  • System architectures

  • Technical specifications

  • Project management deliverables

6.3 Pre-Existing Materials We retain ownership of:

  • Methodologies, processes, and frameworks developed prior to engagement

  • Templates and tools used in our consulting practice

  • General knowledge and experience gained

6.4 Portfolio Rights Unless otherwise agreed in writing, we reserve the right to:

  • Reference the client relationship in our client list

  • Create case studies (with client approval)

  • Display project work in our portfolio (with client approval and appropriate confidentiality considerations)

7. Confidentiality

7.1 Confidential Information Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement, including business strategies, technical specifications, and project details.

7.2 Exceptions Confidential information does not include information that:

  • Is or becomes publicly available through no breach of this agreement

  • Is lawfully received from a third party

  • Was independently developed

  • Must be disclosed by law or court order

7.3 Duration Confidentiality obligations survive for 3 years after the termination of services unless otherwise specified in a separate Non-Disclosure Agreement.

8. Warranties and Disclaimers

8.1 Professional Services We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards.

8.2 Disclaimer of Warranties EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.3 Technology Limitations We design systems involving emerging technologies (AI, XR, IoT, blockchain). We do not warrant:

  • That designed systems will be error-free or uninterrupted when implemented

  • Specific performance outcomes or business results

  • Compatibility with all future technology updates

  • That third-party services will remain available or unchanged

8.4 Implementation We are not responsible for the implementation, deployment, or operation of systems we design unless explicitly included in the SOW.

9. Limitation of Liability

9.1 Liability Cap TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

9.2 Excluded Damages IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions Nothing in these Terms excludes or limits liability for:

  • Death or personal injury caused by negligence

  • Fraud or fraudulent misrepresentation

  • Any liability that cannot be excluded or limited by applicable law

10. Indemnification

10.1 Client Indemnification Client agrees to indemnify and hold harmless Biosync Labs from any claims, damages, or expenses arising from:

  • Client's use or implementation of designed systems

  • Client's violation of applicable laws or regulations

  • Client's data handling or privacy practices

  • Infringement claims related to Client Materials provided to us

10.2 Our Indemnification We agree to indemnify Client from claims that our deliverables infringe third-party intellectual property rights, provided that Client promptly notifies us and cooperates in the defense.

11. Term and Termination

11.1 Term These Terms remain in effect while you access our website or use our services.

11.2 Project Termination Either party may terminate a project engagement as specified in the applicable SOW. Unless otherwise stated:

  • Client may terminate with 14 days written notice

  • We may terminate with 14 days written notice

  • Either party may terminate immediately for material breach

11.3 Effect of Termination Upon termination:

  • Client shall pay for all services performed and expenses incurred up to the termination date

  • We will deliver all completed deliverables

  • Work-in-progress may be delivered at our discretion

  • Confidentiality obligations survive termination

12. Independent Contractor Relationship

Biosync Labs is an independent contractor, not an employee, partner, or agent of Client. We retain the right to control and direct the means and methods of providing services.

13. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, acts of government, pandemics, strikes, or telecommunications failures.

14. Dispute Resolution

14.1 Governing Law These Terms are governed by the laws of the State of Oregon, United States, without regard to conflict of law principles.

14.2 Jurisdiction Any disputes shall be resolved in the state or federal courts located in Oregon, and both parties consent to the personal jurisdiction of such courts.

14.3 Negotiation Before initiating formal proceedings, parties agree to attempt to resolve disputes through good-faith negotiation.

15. General Provisions

15.1 Entire Agreement These Terms, together with any applicable SOW or consulting agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

15.2 Amendments We reserve the right to modify these Terms at any time. Changes will be posted on our website with an updated revision date. Continued use of our services after changes constitutes acceptance.

15.3 Severability If any provision is found unenforceable, the remaining provisions remain in full effect.

15.4 Waiver Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

15.5 Assignment Client may not assign rights or obligations without our prior written consent. We may assign our rights and obligations with notice to Client.

15.6 Notices All notices must be in writing and sent to:

Biosync Labs Email: zeus@biosynclabs.com

16. Contact Information

For questions about these Terms and Conditions, please contact us at:

Email: zeus@biosynclabs.com