TERMS AND CONDITIONS FOR DIGITAL AGENCY SERVICES
These terms and conditions ("Terms") set forth the agreement between LabWorkz LLC ("Agency") and the client ("Client") for the provision of digital agency services ("Services") related to web technologies, server hosting, and internet networks.
- Scope of Services. The Agency agrees to provide the Services to the Client as described in the Statement of Work ("SOW"), which is incorporated by reference into these Terms. The SOW shall specify the scope of the Services, deliverables, milestones, timeline, and fees. The Agency shall perform the Services with reasonable care, skill, and diligence and in accordance with industry standards.
- Client Responsibilities. The Client agrees to cooperate with the Agency and provide timely and accurate information, access, and resources necessary for the Agency to perform the Services. The Client shall be solely responsible for the content and materials provided to the Agency and for ensuring that they do not infringe any third-party rights or violate any laws or regulations.
- Fees and Payment. The Client shall pay the Agency the fees as set forth in the SOW. Unless otherwise specified in the SOW, the Client shall pay the fees within 30 days of the invoice date. Late payments shall accrue interest at the rate of 1.5% per month or the maximum allowed by law. The Agency shall have the right to suspend or terminate the Services for non-payment.
- Intellectual Property. The Agency retains all rights, title, and interest in and to any intellectual property created by the Agency during the performance of the Services. The Client shall have a non-exclusive, royalty-free license to use such intellectual property solely for its internal business purposes. The Client shall not reproduce, modify, or distribute the intellectual property without the prior written consent of the Agency.
- Confidentiality. The Agency and the Client agree to keep confidential all information disclosed to each other during the term of the Services that is designated as confidential or should reasonably be understood to be confidential. The parties shall not use or disclose such information to any third party without the other party's prior written consent, except as required by law or regulation.
- Warranties and Indemnification. The Agency warrants that the Services shall be performed in a professional manner and shall not infringe any third-party rights. The Client shall indemnify and hold the Agency and its affiliates, officers, directors, employees, and agents harmless from any and all claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from the Client's use of the Services or any content or materials provided by the Client.
- Limitation of Liability. Except for the indemnification obligations set forth in Section 6, neither party shall be liable to the other party for any indirect, incidental, special, or consequential damages arising out of or in connection with these Terms or the Services, whether or not such party has been advised of the possibility of such damages. The total liability of either party under these Terms shall not exceed the fees paid by the Client to the Agency for the Services that gave rise to the claim.
- Termination. Either party may terminate these Terms and the SOW upon written notice if the other party breaches any material provision of these Terms and fails to cure such breach within 30 days of receiving written notice of such breach. The Agency shall have the right to terminate the Services immediately if the Client fails to pay any fees when due.
- Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of Texas/USA, without giving effect to any choice or conflict of law provision. Any dispute arising out of or in connection with these Terms shall be resolved through good faith negotiations between
