AP Labs, LLC Terms and Conditions

Effective Date: August 28, 2023

Introduction:

This Agreement establishes the terms between AP Labs, LLC (“AP Labs” or “Vendor”) and you, either personally or on behalf of an entity (“Client”). By accessing our website or using our services, you agree to abide by this Agreement. If you do not agree to these terms, you must discontinue use immediately.

1. Professional Standard:

The Vendor will provide services as identified in the Statement of Work, professionally, and in accordance with applicable professional standards.

2. Deliverables:

AP Labs will supply Deliverables in professional formats, including Microsoft Office tools and .pdf among others. The Client acknowledges the need for software and expertise to utilize these deliverables.

3. Intellectual Property Rights:

All materials developed by AP Labs, LLC for the client will be the exclusive property of the client. The client warrants that all materials provided to AP Labs, LLC for incorporation into projects are owned by the client and do not infringe on third-party rights. The Client guarantees the rights to all materials provided to the Vendor and will indemnify the Vendor against claims arising from provided materials. Once final payment is made, the Client assumes all ownership of the Project. AP Labs retains the right to display graphics and elements from this Project in its portfolio.

4. Confidentiality:

AP Labs  and the Client will honor the confidentiality agreement signed between both parties.

5. Payment:

The Client agrees to pay at a monthly or hourly rate. Monthly agreements allow up to 40 hours of work per month. Additional hours for hourly engagements require written consent. Monthly payments are renewed automatically. All payments are for hours worked, non-cancelable, and non-refundable.

6. Client Obligations & Relationship:

This agreement can be canceled with 24-hour written notice. AP Labs operates as an independent vendor, and this Agreement does not establish a partnership, employment, or any other relationship beyond that of service provision. Client agrees they hold no rights, interest, ownership or otherwise in AP Labs or any other entities owned by AP Labs members or managers, unless specific agreements have been arranged with those entities. AP Labs reserves the right to pause all active subscriptions for any length of time due to sickness, vacation or personal matters. This will be communicated with as much advance notice as possible and all billing cycles will pause during this time. 

7. Warranties:

Both parties confirm their authority to enter this Agreement. AP Labs doesn’t guarantee uninterrupted services but will notify the Client of any interruptions.

8. Indemnification:

Both parties agree to indemnify each other against losses or claims due to inaccurate information provided by the Client or its designees. Neither party will disparage or encourage others to disparage each other.

9. Limitation of Liability:

Neither party will be liable for indirect losses or damages, including lost profits or revenues. The maximum liability of AP Labs will be the total amount paid by the Client to AP Labs.

10. Assignment:

Neither party may assign rights or duties under this Agreement without written consent from the other, except in cases of mergers, acquisitions, or asset sales.

11. Governing Law:

This Agreement is governed by the laws of the State of California. Any disputes will be resolved first through mediation, followed by binding arbitration in California if necessary.

12. User Representations:

By using our services or accessing our website, you represent that:

• You have the legal capacity to comply with these terms.
• You are not a minor.
• You will not access the website through automated or non-human means.
• You will not use the website for any illegal or unauthorized purposes.
• Your use will not violate any applicable law or regulation.

13. Prohibited Activities:

Users are prohibited from using the site for any unlawful purposes, to solicit others to perform or participate in unlawful acts, infringe upon intellectual property rights, harass or harm others, or engage in other violations of AP Labs’ rights.

14. Term and Termination:

This Agreement remains in effect until terminated by either party. AP Labs reserves the right to terminate access to the website and services for violations of these terms.

15. Privacy Policy:

By using our website, you consent to our Privacy Policy.

16. Refund Policy:

There are no returns or refunds for services provided.

17. Modifications:

AP Labs retains the right to update these terms at its discretion.

18. Electronic Communications:

Clients consent to electronic communications from AP Labs.

19. Feedback and Submissions:

All feedback becomes the property of AP Labs. Design submissions belong to the client but may be showcased by AP Labs unless otherwise agreed upon.

20. Severability:

If any provision of these terms is deemed invalid, it does not affect the validity of remaining provisions.

21. Entire Agreement:

This Agreement, combined with any other referenced policies or terms, constitutes the full understanding between AP Labs and the Client.

22. Contact:

For questions or claims, contact andrew@andrewpannu.com.