1. Acceptance and Eligibility
By accessing this website, submitting a form, requesting a proposal, or using any Leverage Labs Inc. services (collectively, the "Services"), you agree to these Terms of Service and our Privacy Policy. If you are accepting these terms on behalf of an organization, you represent that you have authority to bind that organization.
You may use our Services only if you can form a binding contract and your use is not prohibited by applicable law.
2. Services and Statements of Work
We provide digital product, software, infrastructure, consulting, and related implementation services. Specific deliverables, timelines, acceptance criteria, pricing, and support commitments are defined in written documents such as proposals, order forms, or statements of work (each, an "SOW").
If there is a conflict between these Terms and a signed SOW, the signed SOW controls for that engagement. Any scope changes must be approved in writing and may require adjusted pricing or schedule.
3. Fees, Billing, and Taxes
You agree to pay all fees set out in the applicable SOW or invoice. Unless otherwise stated, invoices are due within 15 calendar days of the invoice date and are non-refundable except as required by law or expressly stated in writing.
Late payments may accrue interest at 1.5% per month (or the maximum rate allowed by law, if lower). We may suspend performance for overdue amounts after reasonable notice. You are responsible for all applicable taxes, excluding taxes based on our net income.
4. Client Responsibilities
You will provide timely access to systems, data, credentials, team members, and decision-makers required for delivery. You are responsible for the accuracy, legality, and rights clearance of all materials and instructions you provide.
Project delays caused by missing approvals, incomplete inputs, or unavailable stakeholders may impact milestones and may result in schedule or cost adjustments.
5. Intellectual Property
Each party retains ownership of its pre-existing intellectual property, tools, processes, templates, know-how, and materials ("Background IP").
Upon full payment of all applicable fees, and except for our Background IP, third-party components, and open-source software, we assign to you our rights in the custom deliverables expressly identified in the SOW. Open-source and third-party components remain subject to their own license terms.
You grant us a limited, non-exclusive license to use materials you provide solely to perform the Services. Unless prohibited in writing, we may identify you as a client and display non-confidential work samples for portfolio purposes.
6. Confidentiality
Each party may receive non-public information from the other party. The receiving party will protect confidential information using reasonable safeguards and will use it only to perform obligations or exercise rights under these Terms.
Confidentiality obligations do not apply to information that is publicly available without breach, independently developed without use of confidential information, or rightfully received from a third party without restriction. A receiving party may disclose confidential information if required by law, with prompt notice when legally permitted.
7. Data and Privacy
We process personal information in accordance with our Privacy Policy. You are responsible for obtaining all required permissions, consents, and legal bases for data you provide to us.
While we use commercially reasonable administrative, technical, and organizational safeguards, no system is completely secure. You remain responsible for your own backup, business continuity, and incident response obligations unless expressly stated in a signed support agreement.
8. Acceptable Use
You may not use the Services to:
- Violate any applicable law, regulation, or third-party rights.
- Transmit malware, harmful code, or disruptive traffic.
- Attempt unauthorized access to systems, accounts, or data.
- Build or distribute deceptive, fraudulent, or abusive products.
- Misrepresent the origin or ownership of deliverables.
We may suspend access or terminate services for misuse, security threats, or legal non-compliance.
9. Warranties and Disclaimers
We warrant that professional services will be performed in a workmanlike manner consistent with generally accepted industry standards. Your exclusive remedy for a breach of this warranty is re-performance of the affected services, if you notify us in writing within 30 days of delivery.
Except as expressly provided above, the Services and website are provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
We do not guarantee specific business outcomes, uninterrupted operation, or that all defects can or will be corrected. Website content is for general information only and is not legal, accounting, or investment advice.
10. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, loss of goodwill, or business interruption, even if advised of the possibility of such damages.
To the maximum extent permitted by law, each party's total aggregate liability arising out of or related to these Terms will not exceed the total amounts paid or payable by you to Leverage Labs Inc. under the applicable SOW in the 12 months preceding the event giving rise to the claim.
11. Indemnification
You will defend, indemnify, and hold harmless Leverage Labs Inc. and its officers, directors, employees, and contractors from third-party claims, damages, liabilities, and expenses (including reasonable attorney fees) arising from your materials, your misuse of the Services, or your breach of these Terms.
We will defend and indemnify you from third-party claims alleging that custom deliverables, as provided by us and used as permitted, directly infringe a U.S. copyright or trademark, excluding claims caused by your materials, modifications not made by us, combination with items not provided by us, or use outside scope.
12. Termination
These Terms remain in effect while you use the Services. Either party may terminate for material breach if the breach is not cured within 15 days of written notice.
On termination, you must pay all undisputed fees for work performed through the termination date. Sections that by nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, disclaimers, liability limitations, and dispute terms.
13. Governing Law and Disputes
These Terms are governed by the laws of the U.S. jurisdiction in which Leverage Labs Inc. is organized, without regard to conflict of law rules.
Before filing a formal claim, both parties agree to attempt good-faith resolution by written notice and executive discussion for at least 30 days. If unresolved, disputes will be brought exclusively in the state or federal courts having jurisdiction over Leverage Labs Inc.'s principal place of business, and each party consents to that venue and personal jurisdiction.
14. General Terms
- Force Majeure: Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, utility failures, labor disputes, or major internet outages.
- Assignment: You may not assign these Terms without our prior written consent, except in connection with a merger or sale of substantially all assets.
- Severability: If any provision is found unenforceable, the remaining provisions remain in full force.
- Waiver: Failure to enforce any provision is not a waiver of future enforcement.
- Entire Agreement: These Terms, together with the Privacy Policy and any signed SOW, are the entire agreement for their subject matter.
- Updates: We may update these Terms from time to time. Updated terms are effective when posted with a revised effective date. Continued use after updates constitutes acceptance.
15. Contact and Notices
Questions, legal notices, or requests related to these Terms may be sent to:
Leverage Labs Inc.
Email: [email protected]
Phone: (534) 216-8008