Terms

Terms

The tools are indicative

The readiness scan and the ROI estimator produce estimates from the inputs you give and the assumptions we state. They are a starting point for a conversation — not a quote, not a promise of results, and not financial, legal, or professional advice. A firm number comes from a call and a written scope.

Ownership

The site, its copy, and the tools are the property of ML LABS LLC. The details you submit stay yours. Use the site for its intended purpose; do not scrape, resell, or misrepresent it.

Working with us

The detail your security team wants — every subprocessor named, the controls that are in place, and the ones that are not — is on Security.

Ownership on a fixed Build

We build in a repository ML LABS owns, and it transfers to you whole — code, full history and documentation — when you accept and pay for the work. Ownership of the code and the IP, and the right to put it to production use, vest at that same moment, and nothing is withheld after it. We keep only the right to reuse general know-how and non-client-specific tooling, never your data or your business logic.

How we handle your data

In an engagement we access only the systems and data the work requires, use them only to do that work, and return or delete engagement data on request when we're done. We do not train shared or third-party models on your data. Where you need AI that never leaves your walls, we build it on your own infrastructure with no outbound data flow.

Subprocessors

We build on standard cloud and AI infrastructure — major cloud providers and model APIs. The specific subprocessors touching your data are named in your written plan before work starts, so nothing is a surprise to your security team.

Procurement & insurance

We work through standard vendor onboarding. Business registration, a signed MSA/SOW, a mutual NDA, and a certificate of insurance are handled as part of procurement — tell us what your process needs and we'll provide it. Email [email protected] to start.

AI engineering partnership

Monthly in advance after a signed statement of work. Cloud, model, software-vendor fees and applicable taxes are additional.

After the initial 3 months, the engagement continues monthly. Either party can give 30 days' written notice, including during the initial term, with termination effective no earlier than the end of that term.

Fees for delivered service periods are not refundable. Prepayments for periods after termination are returned. The signed agreement defines remedies for nonperformance.

Paid-for custom deliverables transfer to you monthly, with source history, documentation and a runbook. Your existing IP stays yours. Third-party and open-source components keep their licenses; any pre-existing ML LABS components are listed in the agreement with rights to use and maintain the delivered system.

You receive regular repository exports and a documented handover. If Omar is non-responsive for 5 consecutive business days, fees stop and are prorated to the start of that period. No standby engineer or 24/7 coverage is included.

Scope, support coverage and exclusions →

Fixed Build and Operate terms

These terms apply to the fixed workflow Build and its separate Operate service. They do not apply to the engineering partnership. Targets are written into the contract before work starts. Nothing is paid until it works: the build is invoiced on acceptance, so there is no deposit and nothing due at signature. You sign when it's proven, or, once we've shown the targets met in writing, a 15-business-day evaluation window runs and closing it without naming a missed target is acceptance too. And you can cancel any time before acceptance owing nothing: you give up the system, not the money. Operate is different on purpose: no refunds, and a 90-day initial term. After that, either party may end the engagement with 30 days' notice.

The full terms

1. Written targets. Before work starts, the statement of work states the engagement's acceptance targets. Each target is objectively checkable: a named workflow, named data, and a pass condition a third party could verify. If a target cannot be written that way, it does not go in the SOW.
2. Acceptance. Acceptance happens one of two ways. Signed: you sign the acceptance certificate against the written SOW targets. Deemed: when ML LABS delivers written notice that the SOW targets are met, attaching the evidence the SOW names, a 15-business-day evaluation window opens; if the window closes without a written rejection naming a specific unmet SOW target, acceptance takes effect. Notice is delivered by email to the accepting officer named in the SOW and to the SOW's notices address; it is received on the earlier of written acknowledgment or the first business day after sending with no delivery failure, and the window runs from receipt, not from sending. A rejection that names no specific SOW target does not stop the window. No other act — requesting migration, using a staging deployment, going quiet before notice is delivered — constitutes acceptance.
3. Escrowed delivery. ML LABS builds and operates the system in its own environment, in a repository ML LABS owns. The code, its documentation and the full commit history accumulate there from day one; what is escrowed is the running system, that repository, and the licence to use them. You watch it run against the SOW targets, and you may migrate it to a staging or other non-production environment of yours to run your own security, latency, identity, and integration testing — doing so does not forfeit the refund right. Production data and production users come only after acceptance. On acceptance and payment the repository transfers to you outright, with its full history and documentation. Cancel at any point before acceptance: no Build fee is due, any fee already paid is refunded, the licence never vests, the repository does not transfer, and ML LABS withdraws the running system — nothing you hold from the evaluation may be put to production use.
4. Payment. The Build fee is invoiced on acceptance. There is no deposit, no fee at signature, and no staged schedule: the invoice is issued after acceptance takes effect under clause 2, net 15, payable by ACH or wire. Where the system must be built in or integrated with your infrastructure, the same right anchors to acceptance rather than location — the code and its documentation accumulate continuously in the ML LABS repository, and both that repository and the licence to use the system transfer to you on acceptance and payment.
5. Regulated data. Where data may not leave your network, the build runs inside your VPC. Acceptance targets for regulated work are defined over de-identified or synthetic data — that is what the SOW targets name, so the guarantee is provable without production data. Validation against production data happens after acceptance, under the BAA or data agreement signed at SOW, inside the included Operate period; issues it surfaces are Operate work, not acceptance re-litigation.
6. Operate. Operate keeps a working system working and nothing more. It covers monitoring, incident response against the published windows, fixes where your own systems change around the system, security patching, and keeping the audit trail and its evidence intact. It does not cover new features, enhancements or roadmap work, and it carries no change allowance; work outside the agreed system is quoted as its own engagement. Operate fees are not refundable. A standalone Operate engagement runs a 90-day initial term. After it, either party may cancel with 30 days' written notice: the engagement ends 30 days after notice is received, the final period is prorated daily to that end date, there is no cancellation fee, and no minimum term applies beyond the initial term and the notice period. If ML LABS goes non-responsive for five consecutive business days, Operate fees stop and prorate to that date. The Operate period included in a Build — the first 30 days, as stated in the Build SOW — begins at acceptance and runs for that period instead; continuation past it happens only under terms agreed in the Build SOW, never by silent enrollment.
7. Adjudication. Whether a target was missed is determined against the written SOW targets, on the evidence the SOW names: logged runs, recorded outputs, and the pass conditions of clause 1. Before any refund claim, ML LABS has one cure period of 10 business days from written notice of the miss. If the parties still disagree after a joint review of that evidence, the dispute escalates: good-faith negotiation between principals, then mediation, then binding arbitration under AAA rules, venue Texas — a neutral arbiter neither party appoints alone, deciding on the clause-1 evidence. Misses caused by factors outside ML LABS' control — access not granted, data not provided, third-party outages, client-side changes — are not refund triggers; each SOW lists its client dependencies.
8. No reimplementation. While a system is in evaluation and for 12 months after any pre-acceptance cancellation, you may not use the delivered or demonstrated design, prompts, schemas, or evaluation approach to build or commission a substantially similar system. Accepting — and paying for — the work ends this restriction the moment the license vests.