Terms & Conditions

This document governs your access to and use of services provided by Westly Labs (the “Company”) through www.westlylabs.com (the “Site”) and any related applications. By accessing or using our services, you agree to abide by these Terms and Conditions (“Terms”). If you do not agree, please discontinue use immediately.

1. Definitions

“Services” refers to all consulting, development, design, maintenance, and marketing offerings provided by WestlyLabs.
“User,” “You,” or “Your” means any individual or entity accessing or using the Site or Services.
“Content” includes text, graphics, code, images, videos, and other materials delivered or published by WestlyLabs.

2. Acceptance of Terms

Your use of the Site and Services constitutes your agreement to these Terms in full. Continued access or use after any updates implies acceptance of the revised Terms.

3. Scope of Services

WestlyLabs will perform Services as described in individual Statements of Work (SOW). Each SOW outlines deliverables, timelines, fees, and acceptance criteria. Any additional work beyond the SOW requires a signed change order specifying scope, cost, and schedule adjustments.

4. Account Registration

Users may need to register for an account to access certain Services. You agree to provide accurate information, maintain confidentiality of credentials, and notify us immediately of any unauthorized access.

5. Fees & Payment

Fees for Services are set forth in the applicable SOW. Unless specified, payments are due within 30 days of invoice receipt. Late payments incur interest at 1.5% per month. All fees are non-refundable except as explicitly stated in the refund policy of the SOW.

6. Intellectual Property

All pre-existing intellectual property remains owned by its original owner. Upon full payment, WestlyLabs grants you a royalty-free, non-exclusive license to use deliverables solely for your internal business purposes. WestlyLabs may use anonymized project data and case studies for marketing and portfolio purposes unless a confidentiality agreement states otherwise.

7. Confidentiality

Both parties agree to protect confidential information shared during the engagement. Confidential information excludes publicly available data and information independently developed or lawfully obtained from third parties.

8. Prohibited Use

You may not:

Reverse engineer, decompile, or disassemble any software delivered under these Terms.
Upload content that violates laws or third-party rights.
Interfere with the Site’s security, performance, or functionality.

9. Warranties & Disclaimers

WestlyLabs warrants that Services will be performed in a professional manner consistent with industry standards. Except as expressly provided, all other warranties are disclaimed, including merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

To the fullest extent permitted by law, WestlyLabs’ liability for any claim arising out of or related to these Terms is limited to the amount paid by you under the applicable SOW in the preceding 12 months. WestlyLabs is not liable for indirect, incidental, or consequential damages, including loss of profits or data.

11. Indemnification

You agree to indemnify and hold WestlyLabs harmless from claims, damages, or expenses (including reasonable attorneys’ fees) arising from your breach of these Terms or misuse of Services.

12. Termination

Either party may terminate a SOW for material breach if the breach remains uncured 30 days after written notice. Upon termination, you pay for Services performed up to the termination date and return all confidential information.

13. Governing Law & Dispute Resolution

These Terms are governed by the laws of California, USA, without regard to conflict of law principles. Disputes will be resolved through binding arbitration conducted in San Francisco, California, under the rules of the American Arbitration Association.

14. Changes to Terms

WestlyLabs may update these Terms at any time by posting a revised version on the Site with a new effective date. Continued use of the Site after changes constitutes acceptance of the updated Terms.

15. Contact Information

For questions or notices regarding these Terms, contact:

WestlyLabs
123 Tech Avenue, Innovate City, CA 94000, USA
Email: support@westlylabs.com
Phone: (123) 456-7890