Terms of Service

1.1 Scope. AmpGate Labs provides agentic AI system design, development, deployment, and maintenance services as described in individual Statements of Work or product subscription agreements. These Terms apply to all such engagements.

1.2 Statements of Work. Each engagement is governed by a mutually executed SOW that specifies the deliverables, timeline, fees, and technical specifications. In the event of conflict between an SOW and these Terms, the SOW controls.

1.3 Changes to scope. Any changes to an agreed SOW must be documented in a written change order signed by both parties. We will provide a revised estimate for out-of-scope work before proceeding.

1.4 Sub-contractors. We may use sub-contractors to deliver the Services. We remain responsible for sub-contractor performance under these Terms.

2.1 Access and cooperation. You agree to provide timely access to systems, data, personnel, and documentation necessary for us to deliver the Services. Delays caused by inadequate cooperation may affect delivery timelines and do not constitute a breach by AmpGate Labs.

2.2 Accuracy of information. You represent that information, data, and content you provide to us is accurate and that you have the right to share it with us.

2.3 Compliance. You are responsible for ensuring your use of the Services complies with all applicable laws, including data protection, healthcare regulations (HIPAA, where applicable), and industry-specific requirements.

2.4 Acceptable use. You agree not to use our Services to: (a) violate any law or regulation; (b) infringe intellectual property rights; (c) transmit malware or engage in any malicious activity; (d) circumvent any security controls; or (e) train competing AI systems without our written consent.

3.1 Fees. You agree to pay the fees set out in the applicable SOW or subscription agreement. All fees are in USD unless otherwise specified.

3.2 Invoicing. We invoice on the schedule specified in the SOW. Payment is due within 30 days of invoice date unless otherwise agreed.

3.3 Late payment. Invoices unpaid after 30 days accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower). We reserve the right to suspend Services for non-payment after 15 days' written notice.

3.4 Taxes. Fees are exclusive of taxes. You are responsible for all applicable taxes except those based on AmpGate Labs' net income.

3.5 Disputes. Fee disputes must be raised in writing within 10 business days of invoice receipt. You remain obligated to pay undisputed amounts on time.

4.1 Work product. Subject to full payment of all fees, AmpGate Labs assigns to you all right, title, and interest in custom deliverables specifically created for you under the applicable SOW ("Work Product"), excluding the Retained IP below.

4.2 Retained IP. AmpGate Labs retains all rights in: (a) pre-existing intellectual property, tools, frameworks, and methodologies; (b) general-purpose agent components, libraries, and infrastructure not custom-built for you; and (c) improvements to our platform, products, or know-how developed in the course of delivering Services ("Retained IP"). We grant you a non-exclusive, non-transferable license to use Retained IP solely as incorporated in the Work Product.

4.3 Your data. You retain all rights in data, content, and materials you provide to us. You grant us a limited license to use such materials solely to deliver the Services.

4.4 Feedback. If you provide feedback or suggestions about our Services, we may use such feedback without obligation to you.

5.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

5.2 Obligations. Each party agrees to: (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties without prior written consent; and (c) use it only to fulfill obligations under these Terms.

5.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is received from a third party without restriction; or (d) is independently developed without use of Confidential Information.

5.4 Duration. Confidentiality obligations survive termination of the Services for 3 years.

6.1 By AmpGate Labs. We represent and warrant that: (a) we have the right and authority to provide the Services; (b) the Services will be performed in a professional manner consistent with industry standards; and (c) the Work Product will not knowingly infringe third-party intellectual property rights.

6.2 By Client. You represent and warrant that: (a) you have the right and authority to enter into these Terms; (b) you have all necessary rights to the data and materials you provide; and (c) your use of the Services will comply with applicable law.

6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS". AMPGATE LABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT RESULTS WILL MEET ALL OF YOUR REQUIREMENTS.

7.1 Exclusion of consequential damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR DATA) ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Cap on liability. EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CLIENT TO AMPGATE LABS IN THE 12 MONTHS PRECEDING THE CLAIM; OR (B) $5,000.

7.3 Exceptions. The above limitations do not apply to: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) indemnification obligations; or (d) obligations that cannot be limited under applicable law.

8.1 By Client. You agree to indemnify, defend, and hold harmless AmpGate Labs and its officers, directors, and employees from claims, losses, and expenses (including reasonable legal fees) arising from: (a) your use of the Services in violation of these Terms; (b) your violation of applicable law; or (c) your infringement of third-party rights.

8.2 By AmpGate Labs. We agree to indemnify, defend, and hold harmless Client from third-party claims that the Work Product (excluding Client-provided materials) infringes a third party's intellectual property rights.

9.1 Term. These Terms remain in effect for the duration of any active SOW or subscription agreement and for 3 years after the final SOW expires.

9.2 Termination for convenience. Either party may terminate an SOW with 30 days' written notice. You remain obligated to pay for all Services delivered through the termination date.

9.3 Termination for cause. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within 15 days of written notice.

9.4 Effect of termination. Upon termination: (a) each party returns or destroys the other's Confidential Information; (b) you lose access to our platform and tools; (c) any payment obligations accrued prior to termination survive. Sections 4–8 and 10–12 survive termination.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any dispute arising under these Terms will first be subject to good-faith negotiation. If unresolved after 30 days, disputes will be submitted to binding arbitration under the JAMS Streamlined Arbitration Rules, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

11.1 Entire agreement. These Terms, together with any SOW, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

11.2 Amendments. We may update these Terms from time to time. Material changes will be communicated by email or website notice at least 15 days in advance. Continued use of the Services after the effective date constitutes acceptance.

11.3 Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

11.4 Severability. If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

11.5 Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement.

11.6 Force majeure. Neither party is liable for delays caused by circumstances beyond their reasonable control, including natural disasters, government actions, or internet outages.

For questions about these Terms, contact us at:

AmpGate Labs, Inc. Email: support@ampgatelabs.com