Terms of Service

By accessing or using the Intuity Labs website ("Site") and services ("Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our Site or Services.

These Terms constitute a legally binding agreement between you (whether personally or on behalf of an entity) and Intuity Labs regarding your access to and use of our Services. You represent that you have the authority to bind yourself or the entity you represent to these Terms.

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our Site with a new "Last Updated" date. Your continued use of our Services after such modifications constitutes your acceptance of the updated Terms.

Intuity Labs provides custom software development, web application development, mobile application development, cloud solutions, API development and integration, consulting services, and related technology services as described on our Site.

2.1 Service Scope

The specific scope of Services will be detailed in a separate Statement of Work (SOW) or Service Agreement executed between you and Intuity Labs. Each SOW will include project specifications, timelines, deliverables, pricing, and payment terms.

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of Services, except as specified in an executed SOW.

2.3 Service Availability

While we strive to ensure maximum availability, we do not guarantee that our Services will be uninterrupted, timely, secure, or error-free. Scheduled maintenance and unforeseen technical issues may result in temporary service disruptions.

As a user of our Services, you agree to:

• Provide accurate, current, and complete information during the engagement process
• Maintain the confidentiality of any account credentials or access information
• Comply with all applicable laws and regulations in your jurisdiction
• Respect intellectual property rights of Intuity Labs and third parties
• Not use our Services for any unlawful, harmful, or malicious purposes
• Not attempt to gain unauthorized access to our systems or networks
• Not interfere with or disrupt the integrity or performance of our Services
• Not transmit viruses, malware, or other harmful code

3.1 Prohibited Activities

You specifically agree not to: (a) reverse engineer, decompile, or disassemble any software or technology provided as part of our Services; (b) use our Services to create competing products or services; (c) remove or modify any proprietary notices or labels; (d) use automated systems or software to extract data from our Site without permission; or (e) sublicense, resell, or transfer rights to our Services without written consent.

4.1 Intuity Labs Property

All content, features, and functionality of our Site and Services, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, software, and the compilation thereof (collectively, "Content"), are owned by Intuity Labs or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

4.2 Custom Development Work

For custom software development projects, intellectual property ownership will be explicitly defined in the executed SOW. Generally:

• Client-Specific Deliverables: Upon full payment, you receive ownership of the custom code, designs, and materials specifically created for your project, as detailed in the SOW.
• Pre-Existing Materials: Intuity Labs retains ownership of all pre-existing intellectual property, frameworks, libraries, tools, and methodologies used in the project.
• Third-Party Components: Open-source and third-party components remain subject to their respective licenses.
• Reusable Components: We retain the right to use general knowledge, skills, experience, and any reusable components for other clients.

4.3 License Grant

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services strictly in accordance with these Terms. This license does not include any right to: (a) resell or make commercial use of Services; (b) collect or use product listings or descriptions; (c) make derivative uses of Services; or (d) use data mining, robots, or similar data gathering tools.

4.4 Trademarks

"Intuity Labs" and related logos, service marks, and trade names are trademarks of Intuity Labs. You may not use these marks without our prior written permission. All other trademarks appearing on our Site are the property of their respective owners.

5.1 Fees and Pricing

All fees for Services will be specified in the applicable SOW or Service Agreement. Prices are quoted in US Dollars (USD) unless otherwise specified. We reserve the right to modify our pricing for future projects with reasonable notice.

5.2 Payment Schedule

Payment terms will be outlined in the SOW and may include upfront deposits, milestone-based payments, or other arrangements. Standard payment terms are Net 30 days from invoice date unless otherwise agreed.

5.3 Late Payments

Late payments may incur interest charges of 1.5% per month (or the maximum rate permitted by law, whichever is lower). We reserve the right to suspend Services for accounts with overdue balances exceeding 30 days.

5.4 Refunds

Refund policies will be specified in individual SOWs. Generally, deposits are non-refundable once work has commenced. For milestone-based projects, completed and accepted milestones are non-refundable.

5.5 Expenses

Unless otherwise specified in the SOW, you are responsible for reimbursing reasonable expenses incurred in connection with providing Services, including third-party software licenses, hosting fees, and travel expenses (when pre-approved).

6.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. "Confidential Information" includes business plans, technical data, customer information, financial information, and any information marked as confidential.

6.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully in the receiving party's possession before disclosure; (c) is rightfully received from a third party without breach of confidentiality obligations; or (d) is independently developed without use of Confidential Information.

6.3 Required Disclosure

Either party may disclose Confidential Information if required by law, court order, or government regulation, provided that the disclosing party provides prompt notice to allow the other party to seek protective measures.

6.4 Data Security

We implement reasonable security measures to protect your confidential information. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

7.1 Service Warranties

We warrant that Services will be performed in a professional and workmanlike manner consistent with industry standards. Specific warranties for deliverables will be outlined in the applicable SOW.

7.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN AN SOW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

We do not warrant that: (a) Services will meet your specific requirements; (b) Services will be uninterrupted, timely, secure, or error-free; (c) results obtained from Services will be accurate or reliable; or (d) defects in Services will be corrected, except as specified in a warranty period defined in an SOW.

7.3 Third-Party Services

Our Services may integrate with or rely upon third-party services, platforms, or APIs. We are not responsible for the availability, functionality, or security of such third-party services.

8.1 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INTUITY LABS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of or inability to access or use our Services
• Any conduct or content of any third party on our Services
• Any content obtained from our Services
• Unauthorized access, use, or alteration of your transmissions or content

8.2 Cap on Liability

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO INTUITY LABS FOR SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $5,000 USD, WHICHEVER IS GREATER.

8.3 Exceptions

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

8.4 Basis of the Bargain

You acknowledge that the limitations of liability set forth in this section reflect a reasonable allocation of risk and that we would not enter into this agreement without these limitations.

You agree to defend, indemnify, and hold harmless Intuity Labs and its officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use of Services in violation of applicable laws or regulations
• Your violation of any rights of another party, including intellectual property rights
• Any content or data you provide to us
• Your negligence or willful misconduct

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

10.1 Term

These Terms commence when you first access or use our Services and continue until terminated as described herein. Project-specific terms will be governed by the applicable SOW.

10.2 Termination by You

You may terminate these Terms at any time by ceasing all use of our Services. Project-specific termination rights and obligations will be specified in the applicable SOW.

10.3 Termination by Us

We may suspend or terminate your access to Services immediately, without prior notice or liability, for any reason, including breach of these Terms. We may also terminate for convenience upon written notice as specified in an SOW.

10.4 Effect of Termination

Upon termination: (a) your right to use Services immediately ceases; (b) you remain liable for all fees and charges incurred prior to termination; (c) all provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

10.5 Data Retention

Upon termination, we may delete your data in accordance with our data retention policies. We recommend you export any important data before termination. We are not obligated to store or return data after the termination date specified in the SOW.

11.1 Informal Resolution

In the event of any controversy or dispute arising out of or relating to these Terms or Services, the parties shall first attempt to resolve the dispute informally through good faith negotiations for a period of at least thirty (30) days.

11.2 Binding Arbitration

If informal resolution is unsuccessful, any remaining dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted in [Your State/City], and judgment on the arbitration award may be entered in any court having jurisdiction.

11.3 Class Action Waiver

YOU AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN US AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW, (A) NO ARBITRATION OR PROCEEDING SHALL BE JOINED WITH ANY OTHER; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

11.4 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

These Terms shall be governed by and construed in accordance with the laws of the State of [Your State], United States, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the state and federal courts located in [Your County/City, State] for any actions not subject to arbitration.

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

13.1 Entire Agreement

These Terms, together with any SOW or Service Agreement, constitute the entire agreement between you and Intuity Labs regarding Services and supersede all prior agreements, understandings, and communications.

13.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or prominent notice on our Site. Your continued use of Services after changes take effect constitutes acceptance of the modified Terms.

13.3 Waiver and Severability

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

13.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. Any attempted assignment in violation of this section is void.

13.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.6 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.7 Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights. No third party may enforce any provision of these Terms.

13.8 Notices

All notices under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by commercial overnight courier; or (d) mailed by registered or certified mail, return receipt requested, to the addresses specified in the SOW or to legal@intuitylabs.com for Intuity Labs.

13.9 Export Control

Services may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and re-export control laws and regulations. You represent that you are not located in, under control of, or a national or resident of any country to which the United States has embargoed goods or services.

13.10 Survival

All provisions of these Terms which by their nature should survive termination shall survive, including but not limited to ownership provisions, warranty disclaimers, indemnity, limitations of liability, and dispute resolution provisions.