Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between HardLabs Technologies, Inc. (“HardLabs,” “we,” “us”) and the person or organization using the Services (“Customer,” “you”).

These Terms govern hardlabs.io, HardLabs software, APIs, hosted environments, simulations, pilots, and related services unless HardLabs and Customer have entered into a separate written agreement.

If a signed agreement or order form conflicts with these Terms, the signed agreement or order form controls.

1. Business Use

The Services are intended primarily for professional and business use.

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization.

2. Services

HardLabs provides tools and services for hardware and firmware development, including simulation, analysis, testing, debugging, automation, and related engineering workflows.

Specific functionality, pricing, limits, deliverables, and support obligations may be described in an order form, pilot agreement, proposal, or other written agreement.

3. Accounts

Authentication is currently provided through Clerk.

You are responsible for:

• maintaining accurate account information;
• protecting your account;
• limiting access to authorized personnel;
• activity performed using your account.

Suspected unauthorized access should be reported to:

adam@hardlabs.io

4. Customer Content

“Customer Content” includes any material submitted to or processed through the Services by or for Customer, including:

• PCB designs;
• schematics;
• BOMs;
• netlists;
• firmware;
• binaries;
• source code;
• datasheets;
• configuration;
• logs;
• documentation;
• test artifacts.

As between Customer and HardLabs, Customer retains all right, title, and interest in Customer Content.

Customer grants HardLabs the limited rights necessary to host, store, transmit, reproduce, analyze, and process Customer Content to:

1. provide the Services;
2. perform operations requested by Customer;
3. provide support;
4. secure the Services;
5. comply with applicable law.

HardLabs does not sell Customer Content.

HardLabs does not use Customer Content to train generalized or shared AI models unless Customer expressly opts in.

5. HardLabs Technology

HardLabs retains all rights to the HardLabs platform and underlying technology, including:

• software;
• simulation infrastructure;
• generic component models;
• reusable component libraries;
• templates;
• algorithms;
• methodologies;
• tools;
• workflows;
• know-how;
• platform improvements.

Customer ownership of Customer Content does not transfer ownership of generic HardLabs technology or reusable models to Customer.

HardLabs may develop or improve generic technology based on experience gained in operating the Services, provided such development does not disclose Customer Content or Customer Confidential Information.

6. Outputs

The Services may generate:

• simulation environments;
• component models;
• code;
• configuration;
• tests;
• reports;
• analysis;
• recommendations;
• other outputs.

Subject to applicable law and third-party licenses, Customer may use project-specific Outputs generated specifically for Customer.

Outputs may incorporate open-source components, third-party materials, or generic HardLabs components subject to their applicable rights and licenses.

7. AI-Assisted Features

Certain features use OpenAI, Anthropic, or other AI systems identified on our Subprocessors page.

AI-generated or AI-assisted Outputs may be incomplete or inaccurate.

Customer must independently review and validate Outputs before relying on them in:

• hardware manufacture;
• firmware deployment;
• certification;
• production;
• safety-related applications.

8. Engineering Disclaimer

HardLabs is an engineering tool.

It does not replace:

• physical testing;
• design review;
• verification;
• validation;
• regulatory approval;
• compliance testing;
• certification;
• professional engineering judgment.

HardLabs does not guarantee that simulation, automation, or AI analysis will identify every possible hardware, firmware, electrical, timing, safety, or manufacturing defect.

For medical, automotive, aerospace, industrial, or other safety-critical systems, Customer remains responsible for all required verification, testing, risk management, quality-system obligations, and regulatory compliance.

9. Customer Responsibilities

Customer represents that it has the rights required to provide Customer Content to HardLabs.

Customer is responsible for ensuring that Customer Content and its instructions comply with applicable law.

Unless HardLabs expressly agrees otherwise in writing, Customer should not submit:

• classified information;
• government-controlled technical data requiring specialized handling;
• cardholder data;
• protected health information;
• special-category personal data;
• other information requiring regulatory safeguards not supported by the Services.

10. Confidentiality

Customer Content constitutes Customer Confidential Information.

Each party will:

• protect the other party's Confidential Information using reasonable care;
• use it only for purposes relating to the business relationship;
• limit access to persons who reasonably need access;
• require appropriate confidentiality obligations.

Confidential Information does not include information that:

• becomes public without breach;
• was previously lawfully known;
• is lawfully obtained from another source;
• is independently developed without the Confidential Information.

11. Acceptable Use

Customer must comply with the HardLabs Acceptable Use Policy.

Customer may not:

• compromise HardLabs security;
• attempt to access another customer's information;
• bypass authentication or access controls;
• upload malware;
• use HardLabs for unlawful activity;
• violate intellectual-property rights;
• materially disrupt the Services;
• reverse engineer the Services except where legally permitted.

12. Data Protection

Our Privacy Policy applies where HardLabs acts as a controller.

Our Data Processing Addendum applies where HardLabs processes personal data on behalf of Customer.

13. Third-Party Providers

HardLabs currently relies on third-party infrastructure and service providers including Vercel, Cloudflare, Clerk, OpenAI, Anthropic, Google, and Microsoft.

Third-party services are also subject to their applicable terms and policies.

14. Fees

Fees and billing terms are specified in the applicable order form, proposal, pilot agreement, or subscription.

Except where required by law or agreed otherwise, fees are non-refundable.

15. Pilots, Beta Features, and Evaluations

Pilot, beta, evaluation, proof-of-concept, trial, or free functionality may be incomplete and may change.

Unless otherwise agreed in writing, such functionality is provided “as is.”

16. Feedback

If Customer voluntarily provides product suggestions or feedback, Customer grants HardLabs the right to use such feedback to improve HardLabs products and services.

HardLabs will not use this right to publicly identify Customer or disclose Customer Confidential Information.

17. Suspension

HardLabs may suspend access where reasonably necessary to:

• respond to a security incident;
• prevent material harm;
• address unlawful activity;
• address a material violation of these Terms;
• comply with law;
• address overdue undisputed fees.

Where practicable, HardLabs will provide notice.

18. Termination

The applicable order form, subscription, or agreement governs termination.

Where no separate terms apply, either party may terminate following a material breach that is not cured within 30 days after written notice.

Immediate suspension or termination may occur where reasonably necessary for serious security, unlawful-use, or intellectual-property violations.

19. Warranties

Paid Services will be provided in a professional and workmanlike manner.

Except for express warranties, and to the maximum extent permitted by law, the Services are provided “as is” and “as available.”

HardLabs disclaims implied warranties including merchantability, fitness for a particular purpose, and non-infringement.

HardLabs does not warrant that:

• the Services will be uninterrupted;
• every simulation will be accurate;
• every defect will be detected;
• AI-generated results will be correct.

20. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profits, revenue, goodwill, or business opportunities arising from the Services.

Except where liability cannot legally be limited, each party's aggregate liability arising from the Services will not exceed the fees paid or payable to HardLabs for the relevant Services during the 12 months preceding the event giving rise to liability.

An executed customer agreement may provide different liability terms.

21. Export Controls

Customer may not use or provide the Services in violation of applicable export-control, sanctions, or trade laws.

Customer is responsible for determining whether Customer Content contains controlled technology or information subject to specialized transfer restrictions.

22. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Unless applicable law requires otherwise, state and federal courts located in Delaware will have jurisdiction over disputes relating to these Terms.

23. Changes

We may update these Terms from time to time.

Material changes will apply prospectively and will be communicated where required.

24. Contact

Legal inquiries: adam@hardlabs.io

Privacy inquiries: aga@hardlabs.io