Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Eregion Labs LLC ("Eregion Labs," "we," "our," or "us"), a limited liability company organized under the laws of the United States.

By accessing or using our website at eregionlabs.com (the "Website") or engaging our software development and consulting services (the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

We reserve the right to modify these Terms at any time. Material changes will be communicated through our Website or via email. Your continued use of our Website or Services after such modifications constitutes your acceptance of the updated Terms.

2. Description of Services

Eregion Labs provides professional software development and technology consulting services, including but not limited to:

• Mobile Application Development: Native iOS (Swift) and Android (Kotlin) applications, cross-platform development using React Native and Flutter
• Web Application Development: Frontend and backend development using modern frameworks and technologies
• Backend Systems: API development, microservices architecture, database design, and cloud infrastructure
• UI/UX Design: User interface design, user experience research, wireframing, and prototyping
• Product Strategy: Technical consulting, product roadmap development, and strategic advisory services
• Maintenance and Support: Ongoing technical support, bug fixes, performance optimization, and system updates

2.1 Service Engagement

Specific Services, deliverables, timelines, and fees will be defined in a separate Statement of Work ("SOW"), Master Services Agreement ("MSA"), or other written agreement between the parties. In the event of any conflict between these Terms and a specific project agreement, the terms of the project agreement shall prevail to the extent of the conflict.

2.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time. For active client engagements, any material changes to the scope of work will be communicated and documented through a change order process.

3. Eligibility

To use our Website and engage our Services, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction
• Have the legal capacity and authority to enter into binding agreements
• If acting on behalf of an organization, have the authority to bind that organization to these Terms
• Not be prohibited from receiving our Services under applicable laws

By using our Website or Services, you represent and warrant that you meet all eligibility requirements.

4. User Accounts and Communications

4.1 Contact Information

When you contact us or engage our Services, you agree to provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account.

4.2 Communications

By providing your email address or other contact information, you consent to receive communications from us related to:

• Project updates and deliverables
• Service-related announcements
• Invoices and payment notifications
• Responses to your inquiries

You may opt out of marketing communications at any time, but you cannot opt out of transactional communications related to active engagements.

4.3 Prohibited Conduct

You agree not to:

• Use our Website or Services for any unlawful purpose
• Attempt to gain unauthorized access to our systems or networks
• Transmit any malicious code, viruses, or harmful content
• Interfere with or disrupt our Website or Services
• Impersonate any person or entity
• Violate any applicable local, state, national, or international law

5. Intellectual Property Rights

5.1 Our Intellectual Property

The Website, including its design, text, graphics, logos, icons, images, and software, is the property of Eregion Labs LLC and is protected by United States and international copyright, trademark, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise use any content from our Website without our prior written consent.

5.2 Client Deliverables

Unless otherwise specified in a written agreement:

• Custom Development: Upon full payment, the Client shall own all intellectual property rights to custom code and materials specifically created for the Client's project ("Client Deliverables").
• Pre-Existing Materials: Eregion Labs retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, and methodologies ("Eregion Labs Materials") used in providing Services. The Client receives a non-exclusive, perpetual license to use such materials solely as incorporated into the Client Deliverables.
• Third-Party Components: Deliverables may include third-party software, libraries, or components subject to their own license terms. The Client agrees to comply with all applicable third-party licenses.

5.3 Portfolio Rights

Unless prohibited by a confidentiality agreement, we reserve the right to display and reference completed projects in our portfolio, marketing materials, and case studies, subject to reasonable confidentiality protections for sensitive business information.

5.4 Feedback

Any feedback, suggestions, or ideas you provide regarding our Services may be used by us without obligation or compensation to you.

6. Client Responsibilities

To ensure successful project delivery, Clients agree to:

• Timely Communication: Respond to requests for information, feedback, and approvals within agreed-upon timeframes
• Access and Resources: Provide necessary access to systems, accounts, and resources required for project completion
• Accurate Information: Provide accurate and complete information regarding project requirements and specifications
• Decision Authority: Designate an authorized representative with decision-making authority for the project
• Content and Materials: Provide all required content, assets, and materials in a timely manner and in the agreed-upon formats
• Legal Compliance: Ensure that all content and materials provided do not infringe on third-party rights and comply with applicable laws

7. Payment Terms

7.1 Fees and Invoicing

Fees for Services will be specified in the applicable SOW or project agreement. Unless otherwise agreed:

• All fees are quoted in United States Dollars (USD)
• Invoices are due and payable within thirty (30) days of the invoice date
• Project deposits may be required before work commences
• Milestone-based payments may be structured according to project phases

7.2 Late Payments

Overdue payments may be subject to:

• Late fees of 1.5% per month (or the maximum rate permitted by law, whichever is lower)
• Suspension of Services until payment is received
• Acceleration of all outstanding amounts
• Collection costs and reasonable attorney's fees

7.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all taxes associated with your use of our Services, excluding taxes based on Eregion Labs' net income.

7.4 Expenses

Unless otherwise agreed, reasonable out-of-pocket expenses incurred in connection with providing Services (such as travel, software licenses, or third-party services) will be invoiced separately with appropriate documentation.

8. Confidentiality

8.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

8.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for the purpose of fulfilling obligations under these Terms
• Not disclose Confidential Information to third parties without prior written consent
• Take reasonable measures to protect Confidential Information from unauthorized disclosure

8.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known to the receiving party prior to disclosure
• Is independently developed by the receiving party without use of Confidential Information
• Is rightfully obtained from a third party without restriction
• Is required to be disclosed by law, provided the disclosing party is given reasonable notice

9. Warranties and Disclaimers

9.1 Our Warranties

Eregion Labs warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• We have the right to enter into these Terms and provide the Services
• Deliverables will substantially conform to the specifications agreed upon in the applicable SOW for a period of thirty (30) days following delivery ("Warranty Period")

9.2 Warranty Remedies

If a Deliverable fails to conform to the agreed specifications during the Warranty Period, our sole obligation and your exclusive remedy shall be, at our option, to:

• Repair or replace the non-conforming Deliverable at no additional cost, or
• Refund the fees paid for the non-conforming Deliverable

9.3 Disclaimer of Warranties

10. Limitation of Liability

11. Indemnification

11.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Eregion Labs and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your breach of these Terms
• Your use of the Website or Services
• Any content or materials you provide to us
• Your violation of any third-party rights, including intellectual property rights
• Your violation of any applicable law or regulation

11.2 Our Indemnification

We agree to indemnify, defend, and hold harmless the Client from and against any third-party claims alleging that the Deliverables (excluding any Client-provided materials or third-party components) infringe any valid United States patent, copyright, or trademark, provided that:

• You promptly notify us of any such claim
• You give us sole control of the defense and settlement
• You provide reasonable cooperation at our expense

12. Termination

12.1 Termination for Convenience

Either party may terminate a project engagement upon thirty (30) days' prior written notice to the other party. Upon such termination:

• Client shall pay for all Services performed and expenses incurred through the termination date
• We will deliver all completed work and work-in-progress to the Client
• Non-refundable deposits and milestone payments for completed phases are not subject to refund

12.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within fifteen (15) days after receiving written notice
• Becomes insolvent, files for bankruptcy, or ceases operations
• Engages in illegal or unethical conduct

12.3 Effect of Termination

Upon termination:

• All licenses granted to you under these Terms shall immediately terminate (except for licenses to completed, paid-for Deliverables)
• Each party shall return or destroy the other party's Confidential Information
• Provisions that by their nature should survive termination shall survive, including intellectual property rights, confidentiality, limitation of liability, indemnification, and dispute resolution

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

13.2 Informal Resolution

Before initiating any formal dispute resolution process, you agree to first contact us at info@eregionlabs.com to attempt to resolve the dispute informally. We will attempt to resolve any disputes within thirty (30) days.

13.3 Binding Arbitration

If we cannot resolve a dispute informally, any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

• The arbitration shall be conducted by a single arbitrator
• The arbitration shall take place in Delaware or remotely via video conference at the parties' mutual agreement
• The arbitrator's decision shall be final and binding
• Judgment on the award may be entered in any court of competent jurisdiction

13.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

13.5 Small Claims Court

Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within that court's jurisdiction.

13.6 Injunctive Relief

Nothing in this section shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

14. General Provisions

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable SOW or project agreement, constitute the entire agreement between you and Eregion Labs regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications.

14.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.

14.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

14.5 Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemic, or internet service provider failures.

14.6 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment, or agency relationship.

14.7 Notices

All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by email with confirmation of receipt, or sent by certified mail, return receipt requested, to the addresses provided by the parties.

14.8 Headings

The section headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

15. Contact Information

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

For legal notices, please send correspondence to our email address with "Legal Notice" in the subject line.