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UnoLab Ventures

Terms of Service

Last updated: February 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Digital Raspberry, LLC, doing business as UnoLab Ventures ("UnoLab," "we," "us," or "our"), governing your access to and use of our website, consulting services, products, and deliverables.

By accessing our website, using our products, engaging our consulting services, or executing a service agreement, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Definitions

  • "Services" means any consulting, AI strategy, workflow automation, agent development, data strategy, or related services provided by UnoLab, as well as access to UnoLab-operated products.
  • "Products" means any software, platforms, or tools built, operated, or offered by UnoLab Ventures from time to time.
  • "Deliverables" means all work product, code, designs, documentation, models, and materials created by UnoLab in the course of providing consulting services.
  • "Project" means a specific consulting engagement defined in a Statement of Work or service agreement.
  • "Confidential Information" means any non-public information disclosed by either party, including business plans, technical data, trade secrets, training data, model configurations, and proprietary information.
  • "Pre-Existing Materials" means any materials, code, frameworks, models, libraries, or intellectual property owned by UnoLab prior to the engagement or developed independently of the Project.

3. Description of Services

UnoLab provides AI consulting services and operates its own portfolio of products:

Consulting Services

  • AI Strategy and Roadmap: Use case prioritization, stack selection, and production planning.
  • Workflow Automation: Automating operations, support, sales, and marketing processes.
  • Agents and Orchestration: Deploying agent systems with guardrails, evals, and human-in-the-loop oversight.
  • Data Strategy and Licensing: Sourcing, structuring, governance, and licensing for AI training and production use.
  • Custom Engagements: Tailored projects defined in a separate Statement of Work.

UnoLab may offer software products or platforms separate from consulting services. Use of such products is governed by applicable product-specific terms, licenses, or agreements.

The specific scope, timeline, and deliverables for each consulting engagement shall be defined in a separate service agreement or Statement of Work.

4. Scope of Work and Change Orders

The scope of each Project shall be defined in the applicable service agreement. Any changes to the agreed scope, including additional features, modifications, or revisions beyond those specified, may require a change order and may result in additional fees and extended timelines.

UnoLab reserves the right to assess the impact of requested changes and provide updated estimates before proceeding. Client approval of change orders is required before additional work commences.

5. Payment Terms

Payment terms shall be specified in the applicable service agreement. Unless otherwise agreed:

  • A non-refundable deposit may be required to commence work.
  • Payments are due according to the milestone schedule or payment plan outlined in the service agreement.
  • Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
  • UnoLab reserves the right to suspend work on any Project for which payment is overdue.
  • All fees are exclusive of taxes, which shall be the responsibility of the Client.

6. Intellectual Property Rights

Transfer of Ownership: Subject to full payment of all fees, UnoLab assigns to Client all right, title, and interest in the Deliverables specifically created for the Project, excluding Pre-Existing Materials, third-party components, and UnoLab Products.

Pre-Existing Materials: UnoLab retains all rights to Pre-Existing Materials, including proprietary frameworks, tools, code libraries, AI models, and methodologies. Where Pre-Existing Materials are incorporated into Deliverables, Client is granted a perpetual, non-exclusive, royalty-free license to use such materials solely as part of the Deliverables.

Third-Party Components: Deliverables may incorporate open-source software, third-party AI models, or other third-party components subject to their respective licenses. Client agrees to comply with all applicable third-party license terms.

UnoLab Products: All intellectual property rights in UnoLab's Products remain the sole property of UnoLab, regardless of any consulting engagement.

Portfolio Rights: Unless otherwise agreed in writing, UnoLab may reference the engagement and display non-confidential portions of the Deliverables for portfolio and case study purposes.

Conditional Transfer: No intellectual property rights shall transfer until all outstanding payments have been received in full.

7. AI and Data Use

In the course of providing Services, UnoLab may use third-party AI services (such as OpenAI, Anthropic, or similar providers) to assist in generating code, content, analysis, or other outputs. Client acknowledges and agrees that:

  • AI-generated outputs may require human review and validation before production use.
  • UnoLab is not responsible for the accuracy, completeness, or fitness of AI-generated outputs beyond the scope of the agreed engagement.
  • Client data shared with third-party AI providers is subject to those providers' terms of service and privacy policies.
  • UnoLab will use commercially reasonable efforts to protect Client data when using AI services.
  • Client is solely responsible for decisions made or actions taken based on Deliverables or AI-generated outputs once delivered.

8. Client Responsibilities

Client agrees to:

  • Provide timely feedback, approvals, and decisions as required to maintain Project timelines.
  • Furnish all necessary content, data, assets, credentials, and information required for the Project.
  • Designate an authorized representative with decision-making authority.
  • Ensure that all materials and data provided do not infringe upon any third-party intellectual property rights.
  • Ensure that data provided for AI training, fine-tuning, or production use complies with all applicable laws and licensing requirements.
  • Comply with all applicable laws and regulations regarding the use of Deliverables and AI systems.

Delays caused by Client's failure to fulfill these responsibilities may result in extended timelines and additional fees.

9. Software Products

Any UnoLab software products are subject to the following:

  • Products are provided "as is" and may be modified, updated, or discontinued at UnoLab's discretion.
  • UnoLab reserves the right to establish separate terms and pricing for individual products.
  • User accounts may be suspended or terminated for violations of these Terms or applicable product-specific terms.
  • Product data and user-generated content may be subject to additional terms as specified by each product.

10. Warranties and Disclaimers

Limited Warranty: UnoLab warrants that consulting services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of 30 days following delivery, UnoLab will correct any material defects in Deliverables that fail to conform to the agreed specifications, at no additional cost.

Disclaimer: EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES, PRODUCTS, AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. UNOLAB DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

No Guarantee of Results: UnoLab does not guarantee any specific business outcomes, revenue, AI model performance, user adoption, or commercial success. Client acknowledges that AI systems involve inherent uncertainty and evolving third-party dependencies.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNOLAB'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY PROJECT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL UNOLAB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise.

12. Indemnification

Client agrees to indemnify, defend, and hold harmless UnoLab and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Client's use of the Deliverables or Products.
  • Client's breach of these Terms.
  • Any content, data, or materials provided by Client.
  • Any claim that Client-provided materials or data infringe upon third-party rights.
  • Client's deployment or use of AI systems built during the engagement.
  • Client's violation of any applicable laws or regulations.

13. Confidentiality

Both parties agree to maintain the confidentiality of Confidential Information received from the other party and to use such information only for purposes of performing under these Terms.

Confidential Information does not include 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 without use of Confidential Information; or (d) is disclosed pursuant to a legal requirement.

Confidentiality obligations shall survive termination of these Terms for a period of three (3) years.

14. Termination

Termination for Convenience: Either party may terminate a Project upon 14 days' written notice. Upon such termination, Client shall pay for all work completed and expenses incurred through the termination date.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 14 days of receiving notice.

Effect of Termination: Upon termination, UnoLab shall deliver all completed Deliverables for which payment has been received. Deposits and fees for completed work are non-refundable.

Survival: Provisions regarding intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution shall survive termination.

15. Third-Party Services and Integrations

Deliverables and Products may rely upon or integrate with third-party services, APIs, AI providers, platforms, or hosting providers. UnoLab is not responsible for:

  • The availability, reliability, or performance of third-party services.
  • Changes to third-party APIs, AI models, terms, or pricing.
  • Any costs associated with third-party services.
  • Data handling practices of third-party providers.

Client is responsible for maintaining accounts, credentials, and compliance with third-party terms of service.

16. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government actions, or failures of third-party services or infrastructure.

17. Dispute Resolution

Informal Resolution: Before initiating formal proceedings, the parties agree to attempt to resolve disputes informally through good-faith negotiation for a period of at least 30 days.

Arbitration: Any dispute not resolved informally shall be submitted to binding arbitration administered by a mutually agreed arbitration service. The arbitration shall be conducted in English, and the decision shall be final and binding.

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.

18. General Provisions

Entire Agreement: These Terms, together with any applicable service agreements and Statements of Work, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision.

Assignment: Client may not assign or transfer these Terms without UnoLab's prior written consent. UnoLab may assign these Terms to an affiliate or successor.

Independent Contractors: The relationship between UnoLab and Client is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

Notices: All notices shall be in writing and delivered via email to the addresses specified in the applicable service agreement.

19. Modifications to Terms

UnoLab reserves the right to modify these Terms at any time. Updated Terms will be posted on our website with a revised "Last updated" date. Continued use of our services or products following any changes constitutes acceptance of the modified Terms. For active Projects, the Terms in effect at the time of the service agreement shall apply unless otherwise agreed.

20. Contact Information

If you have any questions about these Terms, please contact us at:
Email: legal@unolab.ventures
Website: unolab.ventures