Terms of Service

Efficient Labs provides sovereign AI infrastructure deployment, enterprise AI assistant (EVA) services, AI readiness assessments, compliance and security architecture consulting, and managed AI operations. Specific service terms, scope, deliverables, and timelines are defined in the applicable Statement of Work (SOW) or service agreement executed between you and Efficient Labs.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice. We will provide at least 30 days notice for material changes that affect your active deployment.

You are responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and internal policies. You agree not to use the Services for any unlawful purpose or in violation of these Terms.

Fees for the Services are set forth in the applicable SOW or service agreement. Unless otherwise specified:

• Setup fees are invoiced upon execution of the service agreement and are due within 30 days.
• Monthly recurring fees are invoiced at the beginning of each billing period and are due within 30 days of the invoice date.
• All fees are quoted in U.S. dollars and are exclusive of applicable taxes, which you are responsible for paying.
• Late payments accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

Cloud infrastructure costs (AWS, Azure, GCP) incurred in your environment are your responsibility and are separate from Efficient Labs service fees, unless explicitly included in your SOW.

Our IP: Efficient Labs retains all rights, title, and interest in our proprietary tools, methodologies, frameworks, templates, and pre-existing intellectual property used in providing the Services. Nothing in these Terms transfers ownership of our intellectual property to you.

Your Data: You retain all rights, title, and interest in your data, content, and materials. We do not acquire any ownership interest in your data by virtue of providing the Services. Your data processed by AI models deployed within your infrastructure remains yours at all times.

Deliverables: Custom configurations, architecture designs, and deployment artifacts created specifically for you during a service engagement are considered deliverables. Upon full payment, you receive a perpetual, non-exclusive license to use the deliverables for your internal business purposes.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EFFICIENT LABS SHALL NOT 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:

• Your access to, use of, or inability to access or use the Services.
• Any conduct or content of any third party related to the Services.
• Unauthorized access, use, or alteration of your data or transmissions.
• Outputs generated by AI models deployed within your infrastructure.

IN NO EVENT SHALL EFFICIENT LABS' TOTAL LIABILITY EXCEED THE AMOUNT PAID BY YOU TO EFFICIENT LABS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You acknowledge that AI-generated outputs may contain errors and should be reviewed by qualified personnel before being relied upon for decisions. Efficient Labs does not guarantee the accuracy, completeness, or reliability of AI model outputs.

Either party may terminate the service agreement in the following circumstances:

• For Convenience: Either party may terminate with 60 days written notice. Monthly recurring fees are prorated to the effective termination date.
• For Cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within 30 days of written notice.
• For Non-Payment: We may suspend or terminate Services if payment is more than 45 days overdue.

Upon termination, we will provide reasonable assistance to transition your AI infrastructure, including documentation and knowledge transfer, for a period of 30 days following the effective termination date. Your data remains in your cloud environment and under your control at all times.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising under these Terms shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

For questions about these Terms, contact us at: