Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and GREYSCOPE LABS ("Company," "we," "our," or "us") governing your access to and use of our website at greyscope.xyz and the technology services we provide. By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In such case, "you" and "your" will refer to that organization. If you do not have such authority, or if you do not agree with these Terms, you must not access our website or use our services.

We reserve the right to refuse service to anyone for any reason at any time. Your continued use of our website and services following the posting of any changes to these Terms constitutes acceptance of those changes.

GREYSCOPE LABS provides technology consulting, software engineering, and product development services at the frontier of artificial intelligence, web3, and cloud infrastructure. Our core service areas include, but are not limited to:

• ‣Artificial Intelligence & Machine Learning — agentic AI systems, generative AI, LLM operations, RAG pipelines, MLOps, and data engineering
• ‣Web3 & Blockchain — smart contract development, DeFi protocols, token engineering, zero-knowledge proofs, and decentralized application architecture
• ‣Cloud & Engineering — full-stack SaaS development, cloud-native infrastructure (Kubernetes, serverless), DevOps automation, microservices, and platform engineering
• ‣Technical Advisory — architecture reviews, technology strategy consulting, team augmentation, and production-readiness assessments

The specific scope, deliverables, timelines, and fees for any engagement will be outlined in a separate Statement of Work ("SOW") or service agreement between the parties. In the event of any conflict between these Terms and an SOW, the terms of the SOW shall prevail with respect to the specific engagement described therein.

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time, including the availability of any feature, database, or content, with reasonable notice to affected clients. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of our services.

You agree to use our website and services only for lawful purposes and in accordance with these Terms. You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized use of your account or any other breach of security.

You agree not to:

• —Use our services in any way that violates applicable laws, regulations, or third-party rights
• —Attempt to gain unauthorized access to any portion of our systems, networks, or databases
• —Use any automated means (bots, scrapers, crawlers) to access our website for any purpose without our express written permission
• —Interfere with or disrupt the integrity or performance of our services, servers, or networks
• —Attempt to reverse engineer, decompile, disassemble, or otherwise derive source code from any software used in connection with our services
• —Introduce any malicious code, viruses, or harmful components into our systems
• —Use our services to develop, train, or deploy AI systems intended for malicious, deceptive, or unlawful purposes

You acknowledge that you are solely responsible for any content you submit to us, and you represent and warrant that you have all rights necessary to grant us the licenses described in these Terms for such content. You further agree to provide accurate and complete information when engaging our services and to promptly update such information as necessary.

All content, features, and functionality of our website — including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software — are the exclusive property of GREYSCOPE LABS or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks, trade dress, and logos may not be used in connection with any product or service without the prior written consent of GREYSCOPE LABS. Ownership of deliverables created during a services engagement shall be governed by the terms of the applicable SOW. Unless otherwise specified, upon full payment, the Client receives ownership of custom deliverables, while GREYSCOPE LABS retains ownership of pre-existing tools, frameworks, libraries, and methodologies.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our website for its intended purposes. Any use of our website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. GREYSCOPE LABS reserves all rights not expressly granted in these Terms.

Payment terms for services rendered shall be as specified in the applicable Statement of Work or service agreement. Unless otherwise agreed in writing, invoices are due and payable within thirty (30) days of receipt. Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.

In the event of project cancellation by the Client, the Client shall be responsible for payment of all work completed to date, plus any non-cancellable commitments made on behalf of the Client. All fees are quoted in United States Dollars (USD) unless otherwise specified. The Client is responsible for any taxes applicable to the services provided, excluding taxes based on our net income. We may adjust our fees with 30 days' written notice for ongoing engagements.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GREYSCOPE 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 or use of or inability to access or use our website or services
• (•)Any conduct or content of any third party on or through our services
• (•)Any content obtained from our website or services
• (•)Unauthorized access, use, or alteration of your transmissions or content
• (•)Any errors, bugs, or vulnerabilities in any software, AI model, or deliverable provided
• (•)Any interruption or cessation of transmission to or from our services

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so the above limitations may not apply to you. In such cases, our liability shall be limited to the fullest extent permitted by applicable law.

You agree to defend, indemnify, and hold harmless GREYSCOPE LABS, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:

• ‣Your use of or access to our website or services
• ‣Your violation of these Terms or any applicable law or regulation
• ‣Your violation of any rights of a third party, including intellectual property rights
• ‣Any content you submit, post, or transmit through our services
• ‣Your use of any deliverables in a manner not authorized by the applicable SOW

We will provide you with prompt written notice of any such claim and will provide reasonable cooperation, at your expense, in the defense of such claim. You will not settle any claim without our prior written consent if such settlement would impose any obligation on us or require an admission of fault by us. GREYSCOPE LABS reserves the right to participate in the defense of any claim at its own expense.

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of an engagement ("Confidential Information"). Confidential Information includes, without limitation:

Each party shall use the other party's Confidential Information solely for the purpose of performing its obligations under the applicable agreement and shall not disclose such information to any third party without prior written consent, except to employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as restrictive as those contained herein.

Confidentiality obligations shall survive the termination or expiration of any agreement for a period of three (3) years, unless otherwise specified in an SOW. These obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully received from a third party without restriction.

Either party may terminate a services engagement in accordance with the termination provisions set forth in the applicable SOW. In the absence of specific termination provisions, either party may terminate the agreement upon thirty (30) days' written notice to the other party.

We may immediately terminate or suspend access to our website, without prior notice or liability, for any reason, including without limitation if you breach these Terms. Upon termination, your right to use our website and services will immediately cease.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws provisions. You agree that any legal suit, action, or proceeding arising out of or related to these Terms or our services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, in each case located in Wilmington, Delaware.

You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Any claim or cause of action arising out of or related to these Terms or our services must be filed within one (1) year after such claim or cause of action arose, or be forever barred.

In the event of any dispute arising out of or relating to these Terms, the parties shall first attempt to resolve the dispute through good-faith negotiation. Either party may initiate this process by providing written notice to the other party describing the nature of the dispute.

The prevailing party in any arbitration or court proceeding shall be entitled to recover its reasonable attorneys' fees and costs. Notwithstanding the foregoing, either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm.

We reserve the right to revise and update these Terms of Service at any time at our sole discretion. All changes are effective immediately when posted and apply to all access to and use of our website and services thereafter.

We will make reasonable efforts to notify you of material changes, such as by posting a prominent notice on our website or sending you an email notification at the address associated with your account. For existing service engagements, we will provide at least thirty (30) days' written notice of material changes that affect the terms of an ongoing engagement.

Your continued use of our website and services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page periodically so you are aware of any changes, as they are binding on you. The most current version of these Terms can always be found on this page.

For any questions, concerns, or requests regarding these Terms of Service, or to report a violation of these Terms, please contact us using the information provided below. We will make every effort to respond to your inquiry within a reasonable timeframe.