Terms of Service

Acceptance of Terms

By accessing or using the website at https://borahlabs.us (the “Site”) or engaging the services of Borah Labs, LLC(“we,” “us,” or “our”), 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.

Services Description

Borah Labs, LLC provides custom software development, web application development, AI integration, and related technology services. Our services include but are not limited to:

• Custom web and software development
• AI and machine learning integration
• Web application and platform development
• White-label development for agencies
• Ongoing development retainers and maintenance
• Technical consulting and project scoping

Specific deliverables, timelines, and terms for each engagement will be defined in a separate Statement of Work (SOW) or project agreement between you and Borah Labs, LLC.

Payment Terms

Payment terms for our services are as follows:

• Fixed-price projects: Payment is typically structured as a deposit upon signing (40-50%), a milestone payment during development, and a final payment upon delivery. Exact terms will be specified in your project agreement.
• Retainer engagements: Monthly retainers are billed at the beginning of each service period. Payment is due within 15 days of invoice date.
• Late payments: Invoices not paid within 15 days of the due date may be subject to a late fee of 1.5% per month on the outstanding balance. We reserve the right to suspend services for overdue accounts.

All prices are quoted in US dollars. Applicable taxes are the responsibility of the client unless otherwise stated.

Intellectual Property

Client work product: Upon full payment of all fees, you will own all rights to the custom code, designs, and deliverables created specifically for your project, unless otherwise stated in the project agreement.

Pre-existing materials: We retain ownership of all pre-existing code, frameworks, libraries, tools, and methodologies used in the course of delivering services. You are granted a non-exclusive, perpetual license to use such materials as part of your deliverables.

Our brand and website: All content on this Site, including text, graphics, logos, and software, is the property of Borah Labs, LLC or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, or create derivative works from our Site content without our prior written consent.

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information shared during the course of an engagement. This includes but is not limited to business strategies, technical specifications, source code, and financial information. Confidentiality obligations survive the termination of any project agreement.

Limitation of Liability

To the fullest extent permitted by law, Borah Labs, LLC shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, arising out of or in connection with our services or these Terms.

Our total liability for any claim arising out of or relating to these Terms or our services shall not exceed the total fees paid by you to Borah Labs, LLC during the twelve (12) months preceding the event giving rise to the claim.

Warranties and Disclaimers

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. If any deliverable does not conform to the agreed-upon specifications, we will correct the non-conformity at no additional cost within a reasonable timeframe.

Except as expressly stated above, our services and this Site are provided “as is” and “as available” without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Termination

Either party may terminate an engagement by providing written notice as specified in the applicable project agreement. In the absence of a specific agreement:

• Fixed-price projects: Either party may terminate with 14 days written notice. Client shall pay for all work completed up to the date of termination.
• Retainer engagements: Either party may terminate with 30 days written notice. The current billing period will be completed and paid in full.

We reserve the right to immediately terminate services in the event of a material breach of these Terms by the client, including non-payment.

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 provisions. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in the State of Delaware.

Indemnification

You agree to indemnify, defend, and hold harmless Borah Labs, LLC, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorney fees) arising out of or related to your use of our Site, your breach of these Terms, or your violation of any third party's rights.

Changes to These Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page and updating the “Last updated” date. Your continued use of our Site or services after any changes constitutes acceptance of the revised Terms.

Contact

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

• Email: hello@borahlabs.us
• Address: 131 Continental Dr Suite 305 Newark, DE, 19713 US
• Company: Borah Labs, LLC