Terms of Service

1. Introduction & Acceptance

These Terms of Service ("Terms") govern your use of the website cypherlab.ai and any services provided by Cypher Lab ("we," "us," or "our"). By accessing our website or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our website or services.

These Terms apply to all visitors, users, clients, and others who access or use our website and services. Specific service engagements may be governed by separate statements of work ("SOW") or service agreements, which supplement but do not replace these Terms.

2. Services

Cypher Lab provides AI-powered marketing operations for B2B companies, with a focus on the life sciences industry. Our services include, but are not limited to:

• Marketing strategy and positioning
• Content creation and campaign production
• Digital advertising management (Google Ads, LinkedIn Ads, and other platforms)
• Analytics dashboards and cross-platform reporting (Google Ads, GA4, LinkedIn Ads)
• Website design and development
• Search engine optimization and answer engine optimization

The specific scope of services for each engagement is defined in the applicable SOW or service agreement between Cypher Lab and the client.

3. Client Obligations

When engaging Cypher Lab for services, clients agree to:

• Provide timely access to necessary accounts and platforms (e.g., Google Ads, LinkedIn Campaign Manager, Google Analytics)
• Supply accurate business information, brand guidelines, and content approvals
• Maintain valid accounts with third-party advertising and analytics platforms and comply with their respective terms of service
• Respond to requests for information, feedback, and approvals within reasonable timeframes
• Ensure that all materials provided to Cypher Lab do not infringe on any third-party intellectual property rights

4. Fees & Payment

Fees for services are outlined in the applicable SOW or service agreement. Unless otherwise specified:

• Monthly retainers are due in advance on the first of each month
• Project-based fees follow the payment schedule defined in the SOW
• Invoices are due within 30 days of issuance (net-30)
• Late payments may result in suspension of services after 15 days' written notice
• Advertising spend budgets are billed directly by the respective platforms (Google, LinkedIn, Meta, etc.) and are the sole responsibility of the client

5. Intellectual Property

Upon full payment for services, all deliverables created specifically for the client (including content, designs, and campaign assets) become the property of the client.

Cypher Lab retains the right to use completed work in our portfolio and case studies, anonymized upon client request.

Pre-existing tools, methodologies, AI systems, templates, and proprietary processes used in the delivery of services remain the exclusive property of Cypher Lab. The client is granted a non-exclusive license to benefit from these tools only as part of the delivered services.

The client grants Cypher Lab a limited license to use client-provided materials (logos, brand assets, product information) solely for the purpose of delivering the contracted services.

6. Third-Party Services & Platforms

Our services rely on third-party platforms including, but not limited to, Google Ads, Google Analytics, LinkedIn, Meta, Cloudflare, and various analytics and advertising technologies. Cypher Lab is not responsible for:

• Service outages, downtime, or interruptions caused by third-party platforms
• Changes to platform policies, algorithms, features, or pricing
• Account suspensions, ad disapprovals, or policy enforcement actions taken by platforms
• Data loss or inaccuracies originating from third-party systems

Clients are required to comply with the terms of service of each third-party platform used in connection with our services. Advertising performance is influenced by market conditions, competition, audience behavior, and platform algorithms — factors beyond Cypher Lab's control.

7. Data Handling & Security

Cypher Lab handles all client data with reasonable care and industry-standard security measures. Analytics and advertising data is processed through encrypted connections (TLS/HTTPS). Google Ads API data is accessed in read-only mode and used solely for reporting and analytics purposes.

We do not sell client data to third parties. Data is used only for the purposes of delivering contracted services and improving our internal processes. For complete details on how we collect, use, and protect data, please refer to our Privacy Policy.

8. Confidentiality

Both parties agree to treat all non-public business information, strategies, data, and materials exchanged during the engagement as confidential. Confidential information will not be disclosed to third parties without prior written consent, except as required by law.

Confidentiality obligations survive the termination of any service agreement for a period of two (2) years. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or was independently developed without reference to confidential information.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Cypher Lab's total aggregate liability arising out of or related to these Terms or any services provided shall not exceed the total fees paid by the client to Cypher Lab during the twelve (12) months immediately preceding the event giving rise to the claim.

In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunities, or business interruption, regardless of the cause of action or theory of liability.

Cypher Lab shall not be liable for any actions, failures, or policy enforcement by third-party platforms, including but not limited to Google, LinkedIn, Meta, or any other advertising or analytics provider.

10. Warranties & Disclaimers

This website and its content are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied. Cypher Lab does not warrant that the website will be uninterrupted, error-free, or free of harmful components.

Professional services are delivered with reasonable skill and care consistent with industry standards. However, Cypher Lab does not guarantee specific marketing results, return on investment, advertising performance metrics, or search engine rankings. Marketing outcomes are influenced by numerous factors outside our control.

11. Term & Termination

These Terms are effective as long as you use our website. For service engagements, the term is defined in the applicable SOW or service agreement.

Either party may terminate a service engagement with thirty (30) days' written notice, unless the applicable SOW specifies a different notice period. All outstanding fees for work completed through the date of termination remain due and payable.

The following sections survive termination: Intellectual Property, Confidentiality, Limitation of Liability, Data Handling & Security, Indemnification, and Governing Law.

12. Indemnification

The client agrees to indemnify, defend, and hold harmless Cypher Lab from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorney's fees) arising from or related to: (a) client-provided content, materials, or data; (b) the client's breach of these Terms; or (c) the client's violation of any applicable law or third-party right.

Cypher Lab agrees to indemnify, defend, and hold harmless the client from and against any claims arising from Cypher Lab's gross negligence or willful misconduct in the performance of services.

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

Any dispute arising out of or relating to these Terms shall first be addressed through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute remains unresolved, the parties agree to submit to mediation before pursuing any other remedy. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in San Mateo County, California. The prevailing party in any dispute shall be entitled to recover reasonable attorney's fees and costs.

14. General Provisions

• Entire Agreement. These Terms, together with any applicable SOW or service agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
• Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• No Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment. The client may not assign or transfer these Terms without Cypher Lab's prior written consent. Cypher Lab may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.
• Modifications. Cypher Lab reserves the right to update these Terms at any time. Changes will be posted on this page with an updated effective date. Continued use of our website or services after such changes constitutes acceptance of the revised Terms.
• Force Majeure. Neither party shall be liable for any failure or delay in performance resulting from events beyond their reasonable control, including but not limited to natural disasters, acts of government, pandemics, internet outages, or third-party service failures.

15. Contact Information

If you have any questions about these Terms of Service, please contact us: