Terms of Service

1. Acceptance of Terms & Electronic Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between Husk Labs Private Limited and its global affiliates ("Husk Labs", "we", "us", or "our") and you, whether individually or on behalf of an entity you represent ("Client", "User", "you", or "your").

By accessing, browsing, or using our website (husklabs.co), scheduling technical discovery sessions, reviewing whitepapers, or entering into commercial technology engagements with Husk Labs, you acknowledge that you have read, understood, and agreed to be bound by these Terms and our Privacy Policy. If you do not agree with all of these Terms, you are expressly prohibited from using our digital properties or engaging our services.

2. Commercial Hierarchy & Order of Precedence

In the event of any express conflict or inconsistency between these website Terms of Service and any executed commercial contract between Husk Labs and Client, the following descending order of precedence shall strictly govern:

1. Executed Business Associate Agreement (BAA) / Data Processing Agreement (DPA)
2. Executed Statement of Work (SOW) or Task Order
3. Executed Master Services Agreement (MSA)
4. These Website Terms of Service

These Terms serve as the baseline default governing all preliminary exploratory phases, pre-contractual diagnostic audits, and general website access.

3. User Eligibility & Acceptable Use Policy (AUP)

You represent and warrant that you are of legal age of majority in your jurisdiction and possess the corporate authority to bind your organization to these Terms. You agree to use our digital properties and services exclusively for lawful, professional, and ethical scientific purposes.

Prohibited Conduct: You shall not, directly or indirectly:

• Probe, scan, or test the vulnerability of our website, infrastructure, or staging environments without prior written authorization from our Information Security Officer.
• Reverse engineer, decompile, disassemble, or derive source code from Husk Labs proprietary core tools, internal design systems, or benchmarking telemetry.
• Deploy automated scrapers, crawlers, spiders, or bots to harvest content, personnel details, pricing structures, or technical documentation without express written consent.
• Introduce malware, ransomware, logic bombs, or automated exploits into any Husk Labs API endpoint or communication portal.
• Use our platforms to develop biological, chemical, or radiological weaponry or violate dual-use biosecurity screening standards.

4. Intellectual Property Rights & Ownership

Husk Labs Brand Assets: The trademarks, brand identities, trade dress, logos, and proprietary visual assets displayed on husklabs.co are the exclusive property of Husk Labs Private Limited and may not be used without prior written authorization.

5. Confidentiality & Non-Disclosure Obligations

"Confidential Information" encompasses all non-public technical, experimental, genomic, chemical, commercial, operational, financial, and strategic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") during discovery calls, diagnostic scoping, or service execution.

• Duty of Care: The Receiving Party shall protect Disclosing Party's Confidential Information using at least the same degree of care it uses for its own sensitive data of like nature (and never less than reasonable commercial care).
• Strict Purpose Limitation: Confidential Information shall only be accessed by personnel or sub-processors with a strict need-to-know to evaluate or execute the technology engagement.
• Mutual Protection: Client experimental hypotheses, target molecule databases, proprietary assay designs, and clinical protocol drafts are treated as strictly confidential trade secrets.
• Exceptions: Confidentiality obligations do not apply to information that is publicly known without breach, already possessed prior to disclosure, independently developed without reference to the Disclosing Party's data, or required to be disclosed by valid law or court order (with prompt written notice).

6. Life Sciences Regulatory Scope & Medical Disclaimer

Our software deliverables, pipelines, and technical advisory services support life sciences research, preclinical discovery, laboratory automation, and enterprise informatics. Client remains solely responsible for:

• Validating software systems intended for GxP environments (GLP, GCP, GMP) and ensuring formal Computerized System Validation (CSV / CSA) sign-offs for regulatory submissions.
• Obtaining all mandatory Institutional Review Board (IRB), ethics committee, FDA, EMA, or national health authority approvals for clinical trials or diagnostic protocols.
• Conducting independent human medical verification of any computational predictions, virtual screening hits, or algorithmic recommendations prior to wet-lab synthesis or patient administration.

7. AI, Machine Learning & Algorithmic Governance

Where engagements involve generative artificial intelligence, large language models (LLMs), deep learning for structural biology, or predictive bioinformatics algorithms:

• Algorithmic Probabilistic Nature: AI models generate outputs based on statistical probabilities and training distributions. Outputs must be verified by qualified domain scientists before experimental synthesis or clinical reliance.
• Client Data Isolation: Client proprietary data, molecular structures, and private experimental data are never submitted to public, multi-tenant consumer AI models or used to train third-party foundation models without explicit contractual authorization.
• Regulatory Alignment (EU AI Act & NIST AI RMF): Husk Labs architects AI systems with traceability, data lineage documentation, bias mitigation, and human-in-the-loop governance to support compliance with the European Union Artificial Intelligence Act (Regulation (EU) 2024/1689) and NIST AI Risk Management Framework standards.

8. Milestone Delivery, Acceptance & Payment Terms

Our commercial engagements follow structured sprint milestones governed by individual Statements of Work:

• Milestone Verification: Upon delivery of a working software sprint, functioning pipeline, or validation artifact package, Client shall have a defined acceptance review window (typically 10 business days) to review the deliverable against agreed functional specifications.
• Invoicing & Payment: Invoices are issued upon milestone completion or according to the schedule set forth in the applicable SOW. Standard enterprise payment terms are Net 30 days from invoice date via wire transfer or ACH, unless otherwise agreed.
• Taxes: Fees are exclusive of applicable value-added taxes (VAT), goods and services taxes (GST), withholding taxes, or sales taxes, which shall be added to invoices where legally mandated.

9. Professional Standard of Care & Warranty Disclaimers

Professional Standard: Husk Labs warrants that it shall render all technical consulting, software engineering, and scientific informatics services in a professional, workmanlike manner conforming to prevailing life sciences software industry standards and applicable Statements of Work.

General Website Disclaimer: EXCEPT AS EXPRESSLY SET FORTH IN AN EXECUTED MASTER SERVICES AGREEMENT, ALL INFORMATION, WHITE PAPERS, CASE STUDIES, ARCHITECTURAL BLUEPRINTS, AND DIGITAL CONTENT ON HUSKLABS.CO ARE PROVIDED STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Limitation of Liability & Liability Caps

11. Mutual Indemnification Obligations

• Husk Labs Indemnification: Husk Labs shall defend, indemnify, and hold harmless Client against third-party claims alleging that custom code or deliverables engineered by Husk Labs infringe a valid patent, copyright, or trade secret, provided Client gives prompt notice, sole defense control, and reasonable cooperation.
• Client Indemnification: Client shall defend, indemnify, and hold harmless Husk Labs against third-party claims arising from Client-supplied biological datasets, proprietary target data, breach of Acceptable Use Policies, or unauthorized clinical application of non-validated tools.

12. Third-Party Services, Cloud & Open Source

Engineering deliverables may incorporate industry-standard open-source software (OSS) libraries (e.g., Next.js, PyTorch, Biopython, Nextflow) licensed under permissive licenses (MIT, Apache 2.0, BSD). Husk Labs ensures no restrictive copyleft licenses (e.g., GPL v3) are introduced into proprietary enterprise codebases without explicit written consent. Cloud infrastructure (AWS, GCP, Azure) provisioned on Client's behalf is governed directly by respective cloud provider SLAs.

13. Global Trade Controls & Anti-Corruption

Both parties agree to comply with all applicable global trade sanctions, export administration laws, and anti-corruption statutes:

• Export Controls: Compliance with US Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and European Union dual-use export controls regarding high-performance computational algorithms and cryptographic software.
• Sanctions Screening: You represent that neither you nor your organization is listed on any US OFAC Specially Designated Nationals (SDN) list, UK Sanctions List, or EU Consolidated Sanctions List.
• Anti-Bribery: Full compliance with the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010.

14. Term, Suspension & Data Offboarding

These Terms remain in full effect while you access our website or maintain active service engagements. Husk Labs reserves the right to immediately suspend access or terminate engagements in the event of material breach, security threats, or non-payment.

Orderly Transition & Data Return: Upon completion or termination of a commercial SOW, Husk Labs will facilitate complete source repository transfers, provide CI/CD administrative handover, and securely purge ephemeral staging data within thirty (30) days in accordance with NIST SP 800-88 sanitization standards.

15. Dispute Resolution, Arbitration & Governing Law

Governing Law: These Terms and any dispute arising from or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles (or the jurisdiction specified in an executed MSA).

Mandatory Negotiation & Binding Arbitration: In the event of a dispute, the parties agree to first engage in good-faith executive negotiations for thirty (30) days. If unresolved, disputes shall be settled through binding commercial arbitration administered by the American Arbitration Association (AAA) or JAMS in accordance with its Commercial Arbitration Rules.

Injunctive Relief: Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in any court of competent jurisdiction to restrain unauthorized disclosure of Confidential Information or infringement of intellectual property rights.

16. General Legal Provisions & Official Notices

• Severability: If any provision of these Terms is deemed unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity of remaining provisions.
• Entire Agreement: These Terms, together with the Privacy Policy and any executed SOW/MSA, constitute the entire agreement between the parties concerning this subject matter.
• Force Majeure: Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, telecommunications outages, cyber-warfare, or governmental embargoes.