Terms of Service

01 / Agreement and scope

These Terms of Service (the “Terms”) are a binding agreement between SE3 Labs Inc. (“SE3,” “we,” “us,” or “our”) and the person or organization accessing or using the Services (“Customer,” “you,” or “your”). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

“Services” means se3labs.ai, customer workspaces, application programming interfaces, software development kits, Factory Atlas, pilots, robot-policy evaluation, data processing and delivery, and related support and communications.

An order form, statement of work, master services agreement, data processing agreement, nondisclosure agreement, or other written agreement signed by SE3 and Customer may contain additional terms. If there is a conflict, the signed agreement controls for the subject it addresses.

02 / Business use and authority

The Services are intended for businesses and people acting in a professional capacity. You must be at least 18 years old and legally able to enter into these Terms. If you use the Services for an organization, you represent that you have authority to bind that organization, and “you” includes that organization.

03 / Services and project terms

SE3 provides infrastructure and operational services for evaluating physical-AI systems in controlled labs and other approved environments. A project may include policy connectivity, workcell configuration, task execution, data capture, operator intervention, quality control, annotation, reporting, or delivery of agreed artifacts.

Project scope, success criteria, hardware, locations, schedules, recordable data, retention, deliverables, acceptance criteria, and fees will be set out in an applicable order or statement of work. Estimates and demonstrations are not binding commitments unless included in a signed agreement. SE3 may improve or modify the Services, provided the change does not materially reduce a paid Service during its committed term.

04 / Accounts and access

You must provide accurate account information, keep credentials and access tokens confidential, use reasonable security measures, and promptly notify SE3 of suspected unauthorized access. You are responsible for activity under your accounts and for ensuring that your users follow these Terms. You may not share credentials between individuals or allow access by anyone who is not authorized for the relevant organization and project.

05 / Customer systems, materials, and instructions

“Customer Materials” includes checkpoints, models, inference endpoints, code, datasets, task specifications, configurations, instructions, success criteria, media, and other content supplied by or for Customer. Customer retains all rights in Customer Materials. Customer grants SE3 a limited, nonexclusive, worldwide license to host, copy, transmit, process, modify, and display Customer Materials only as reasonably necessary to provide, secure, support, and improve the contracted Services or as otherwise authorized in writing.

Customer represents that it has the rights and permissions needed for SE3 to use Customer Materials and follow Customer's instructions. Customer is responsible for the legality, quality, and accuracy of Customer Materials and for providing required notices and obtaining required consents from its personnel, contractors, partners, and data subjects.

SE3 will not use Customer model weights, checkpoints, or customer-provided raw evaluation content to train a general-purpose model for SE3 or another customer unless Customer expressly authorizes that use in writing.

06 / Evaluation operations and safety

Physical-AI testing involves machinery, changing environments, networks, sensors, and human operators and may produce unexpected behavior. Each party will follow the agreed safety plan, site rules, access restrictions, and incident procedures. Customer must disclose known hazards, prohibited actions, material system limitations, and emergency-stop requirements relevant to an evaluation.

SE3 may pause, modify, or stop an evaluation when reasonably necessary to protect people, property, systems, data, or the integrity of the results. Unless a signed agreement expressly says otherwise, the Services are for evaluation and research; they are not a safety system, regulatory certification, or representation that a model, robot, or workflow is safe or suitable for production deployment. Customer remains responsible for its deployment and release decisions.

07 / Acceptable use

You will not, and will not permit others to:

• use the Services in violation of law or another person's rights;
• submit malware, destructive code, unlawfully obtained data, or content you are not authorized to provide;
• bypass access controls, probe or disrupt systems, interfere with other projects, or attempt unauthorized access to accounts, workcells, networks, or data;
• use the Services to operate weapons, cause physical harm, conduct unlawful surveillance, or perform an activity prohibited in the applicable project plan;
• reverse engineer or copy the Services except to the limited extent a restriction is prohibited by law; or
• misrepresent evaluation results, remove proprietary notices, or use SE3's name or marks without written permission.

08 / SE3 technology and deliverables

SE3 and its licensors retain all rights in the Services, software, interfaces, workcell designs, processes, templates, documentation, and technology, including improvements and derivative works. No rights are granted except those expressly stated in these Terms or a signed agreement.

Ownership and permitted use of project-specific datasets, reports, annotations, configurations, and other deliverables will be stated in the applicable order or statement of work. If an agreement does not address a deliverable, Customer may use the delivered copy internally for its business purposes, subject to SE3's ownership of pre-existing materials and underlying tools.

If you provide suggestions or feedback, SE3 may use them without restriction or obligation. Subject to contractual confidentiality obligations, SE3 may use aggregated or de-identified operational information that does not reasonably identify Customer or an individual to operate, secure, benchmark, and improve the Services.

09 / Privacy and data protection

Our Privacy Policy explains how SE3 handles personal information. Each party will comply with applicable data-protection laws and any signed data processing agreement. When SE3 processes personal information on Customer's instructions, Customer is responsible for establishing a lawful basis, providing required notices, honoring applicable rights, and defining appropriate collection and retention settings.

10 / Confidentiality

Confidentiality obligations in an applicable nondisclosure agreement, order, or other signed agreement govern confidential information exchanged for a project. If no such agreement applies, each party will use the other's nonpublic information only to perform or receive the Services, protect it using reasonable care, and disclose it only to personnel and service providers who need to know it and are bound by confidentiality obligations. These duties do not apply to information that the receiving party can document is public through no breach, already known without restriction, independently developed, or rightfully received from another source. Legally compelled disclosure is permitted after notice when legally allowed.

11 / Fees and taxes

Fees, payment timing, expenses, and cancellation terms are stated in the applicable order. Unless otherwise stated, invoices are due within 30 days, fees are quoted in U.S. dollars, and payment obligations are non-cancelable and non-refundable except as expressly provided in a signed agreement. Customer is responsible for applicable sales, use, value-added, withholding, and similar taxes, excluding taxes based on SE3's net income. Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

12 / Third-party services

The Services may interoperate with customer infrastructure, robot hardware, factories, cloud platforms, communications tools, open-source software, and other third-party products. Third-party terms may apply to those products. SE3 is not responsible for products or services it does not control, but this does not limit SE3's obligations for subcontractors engaged by SE3 to provide the Services.

13 / Beta and evaluation features

Features identified as alpha, beta, preview, pilot, experimental, or evaluation may be incomplete, change without notice, or be discontinued. Unless a signed agreement states otherwise, such features are provided for testing, may not be supported, and should not be used for production or safety-critical decisions.

14 / Warranties and disclaimers

Each party warrants that it has authority to enter into these Terms. SE3 will perform paid professional services in a professional and workmanlike manner. If Customer gives prompt written notice of a breach of that warranty, SE3 will use commercially reasonable efforts to re-perform the affected service; this is Customer's exclusive remedy for that breach unless a signed agreement provides another remedy.

Except for express warranties in these Terms or a signed agreement, the Services and results are provided “as is” and “as available.” To the maximum extent permitted by law, SE3 disclaims implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade. SE3 does not warrant that the Services will be uninterrupted or error-free, or that an evaluation will identify every defect, hazard, failure mode, or performance limitation.

15 / Limitation of liability

To the maximum extent permitted by law, neither party will be liable under these Terms for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or business opportunities, even if advised that such damages were possible.

To the maximum extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the amounts paid or payable by Customer to SE3 for the Services giving rise to the claim during the 12 months before the event giving rise to liability. If Customer has not paid any fees, SE3's aggregate liability will not exceed US$100.

These limits do not apply to Customer's payment obligations; either party's fraud, willful misconduct, or infringement or misappropriation of the other party's intellectual-property rights; or liability that cannot lawfully be limited. A signed agreement may state different exclusions or limits for a particular project.

16 / Indemnification

Customer will defend and indemnify SE3 and its affiliates, personnel, and partners against third-party claims, damages, and reasonable costs arising from Customer Materials, Customer's unlawful or unauthorized use of the Services, or Customer's breach of Sections 5, 6, or 7. SE3 will promptly notify Customer of a covered claim, provide reasonable cooperation at Customer's expense, and allow Customer to control the defense and settlement, except Customer may not admit fault by or impose a non-monetary obligation on SE3 without SE3's written consent.

17 / Suspension and termination

SE3 may suspend access when reasonably necessary to address a security or safety risk, prevent unlawful use, protect the Services or others, or respond to a material breach or overdue undisputed payment. When practical, SE3 will provide notice and an opportunity to cure.

Either party may terminate these Terms if the other materially breaches them and does not cure the breach within 30 days after written notice. SE3 may terminate access to unpaid website or preview Services on reasonable notice. Project termination and data return or deletion are governed by the applicable signed agreement. Sections that by their nature should survive will survive, including ownership, confidentiality, fees owed, disclaimers, liability limits, indemnification, and dispute terms.

18 / Changes to these Terms

SE3 may update these Terms as the Services or law changes. We will post the updated version and change the “Last updated” date. Material changes will apply prospectively, and we will provide additional notice when required by law. Changes to a signed agreement require the process stated in that agreement.

19 / Governing law and disputes

These Terms are governed by California law, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Except where applicable law requires otherwise, the state and federal courts located in California will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts. Before filing a claim, each party will make a good-faith effort for 30 days to resolve the dispute through business representatives, except that either party may seek urgent injunctive or equitable relief at any time.

20 / General terms

Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, reorganization, sale of substantially all relevant assets, or change of control, provided the assignee assumes the assigning party's obligations. The parties are independent contractors; these Terms do not create an agency, partnership, joint venture, employment, or fiduciary relationship.

Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations. Notices may be delivered electronically. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue in effect. Failure to enforce a provision is not a waiver. These Terms and applicable signed agreements are the entire agreement about their subject matter and supersede prior discussions on that subject.