Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Cipher Labs Inc. ("Cipher Labs," "Company," "we," "us," or "our"), a California corporation. By engaging our services, accessing our website at thecipherlabs.com ("Site"), or executing a Statement of Work ("SOW"), you agree to be bound by these Terms in their entirety.

If you are entering into these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use our services.

2. Definitions

• "Deliverables" means all work product, software, code, designs, documentation, reports, and other materials created by Cipher Labs in the performance of the Services.
• "Intellectual Property" or "IP" means all patents, copyrights, trademarks, trade secrets, proprietary information, methodologies, algorithms, source code, object code, software, databases, inventions, processes, techniques, know-how, and any other intellectual property rights.
• "Pre-Existing IP" means any Intellectual Property owned by or licensed to Cipher Labs prior to or independent of the engagement, including but not limited to internal tools, libraries, frameworks, boilerplate code, templates, and proprietary methodologies.
• "Services" means the software development, consulting, advisory, engineering, and related professional services provided by Cipher Labs as described in the applicable SOW or service agreement.
• "Statement of Work" or "SOW" means any written document executed by both parties that describes the scope, timeline, deliverables, and fees for specific Services.
• "License" means the grant of rights to use Deliverables as specified in the applicable SOW or, absent such specification, as set forth in Section 4 of these Terms.

3. Services

Cipher Labs provides professional software engineering, development, consulting, and technical advisory services. The specific scope, deliverables, timeline, and fees for each engagement shall be defined in a mutually executed SOW, which shall be incorporated into and governed by these Terms.

Cipher Labs reserves the right to determine the methods, tools, technologies, and personnel used to perform the Services, provided that the Deliverables meet the specifications outlined in the applicable SOW.

4. Intellectual Property Ownership

4.1 Default Ownership

Unless expressly stated otherwise in a signed SOW, all Intellectual Property in and to the Deliverables, including all software, source code, object code, architectures, designs, documentation, and any derivative works thereof, shall be and remain the sole and exclusive property of Cipher Labs Inc. This includes, without limitation:

• All custom software, applications, and systems developed during the engagement;
• All database schemas, data models, and system architectures;
• All APIs, integrations, and middleware components;
• All user interface designs, user experience workflows, and visual assets created by Cipher Labs;
• All technical documentation, specifications, and related materials.

4.2 Pre-Existing Intellectual Property

All Pre-Existing IP of Cipher Labs, including proprietary tools, libraries, frameworks, reusable components, boilerplate code, and internal methodologies, shall remain the exclusive property of Cipher Labs regardless of whether such Pre-Existing IP is incorporated into the Deliverables. No right, title, or interest in Pre-Existing IP is transferred to the Client under any circumstances.

4.3 Client License

Upon full payment of all applicable fees, Cipher Labs grants the Client a non-exclusive, non-transferable, revocable license to use the Deliverables solely for the Client's internal business purposes as specified in the applicable SOW. This license does not include the right to:

• Sublicense, sell, distribute, or commercially exploit the Deliverables to or for third parties;
• Modify, adapt, or create derivative works of the Deliverables without prior written consent;
• Reverse engineer, decompile, or disassemble any software provided by Cipher Labs;
• Remove or alter any proprietary notices, labels, or marks on the Deliverables;
• Use the Deliverables to develop competing products or services.

4.4 Alternative IP Arrangements

IP ownership and licensing terms may be modified on a per-engagement basis through a mutually executed SOW. Any such modifications must be in writing, signed by authorized representatives of both parties, and shall expressly reference this Section 4. In the absence of such written modification, the default ownership provisions of this Section 4 shall apply.

4.5 Cipher Labs Reuse Rights

Cipher Labs retains the unrestricted right to reuse, repurpose, and build upon all general knowledge, skills, techniques, concepts, methodologies, and non-confidential components developed during any engagement. This includes the right to use similar architectures, patterns, and approaches in work performed for other clients.

4.6 Client Materials

The Client retains all ownership rights in materials, data, content, trademarks, and proprietary information provided by the Client to Cipher Labs for use in performing the Services ("Client Materials"). The Client grants Cipher Labs a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services.

5. Software Licensing

All software developed by Cipher Labs is delivered under a license model unless a written agreement specifies an outright transfer of ownership. The default licensing terms are as follows:

• License Type: Non-exclusive, non-transferable, for internal business use only;
• License Duration: Perpetual, subject to continued compliance with these Terms and full payment of all fees;
• License Scope: Limited to the use case, number of users, and deployment environments specified in the applicable SOW;
• Source Code Access: Source code access, if granted, does not constitute a transfer of ownership. The Client may access source code solely for maintenance and operational purposes unless otherwise specified;
• Termination: The license may be terminated by Cipher Labs upon material breach by the Client, including but not limited to non-payment, unauthorized distribution, or violation of these Terms.

6. Confidentiality

Each party agrees to hold in confidence all Confidential Information received from the other party. "Confidential Information" includes all non-public business, technical, financial, and operational information disclosed by either party, whether in written, oral, electronic, or visual form.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is disclosed pursuant to a valid court order or legal requirement, provided the receiving party gives prompt notice to the disclosing party.

The obligations of confidentiality shall survive the termination or expiration of any engagement for a period of five (5) years.

7. Payment Terms

Fees for Services shall be as set forth in the applicable SOW. Unless otherwise specified:

• Invoices are due and payable within thirty (30) days of the invoice date;
• Late payments shall accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower;
• Cipher Labs reserves the right to suspend Services and revoke any license granted hereunder upon non-payment exceeding thirty (30) days;
• The Client shall reimburse Cipher Labs for all reasonable costs incurred in collecting overdue amounts, including attorney's fees;
• All fees are non-refundable unless expressly stated otherwise in the applicable SOW.

8. Warranties and Disclaimers

8.1 Company Warranties

Cipher Labs warrants that: (a) the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; (b) the Deliverables will substantially conform to the specifications set forth in the applicable SOW for a period of thirty (30) days following delivery ("Warranty Period"); and (c) to the best of its knowledge, the Deliverables will not infringe upon the intellectual property rights of any third party.

8.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CIPHER LABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CIPHER LABS DOES NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF VULNERABILITIES.

8.3 Client Warranties

The Client warrants that: (a) it has the authority to enter into these Terms; (b) all Client Materials provided to Cipher Labs are accurate and do not infringe on any third-party rights; and (c) it will use the Deliverables in compliance with all applicable laws and regulations.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIPHER LABS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF CIPHER LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CIPHER LABS' TOTAL AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO CIPHER LABS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Indemnification

The Client shall indemnify, defend, and hold harmless Cipher Labs and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client's use of the Deliverables in violation of these Terms; (b) the Client's breach of any representation or warranty herein; (c) any claim that Client Materials infringe or misappropriate any third-party intellectual property rights; or (d) the Client's negligence or willful misconduct.

11. Termination

Either party may terminate an engagement: (a) for convenience upon thirty (30) days' prior written notice; or (b) immediately upon written notice if the other party commits a material breach that remains uncured for fifteen (15) days after receipt of written notice specifying the breach.

Upon termination:

• The Client shall pay all fees for Services performed through the effective date of termination;
• All licenses granted hereunder shall immediately terminate unless the Client has paid all outstanding fees, in which case the license shall continue subject to its terms;
• Each party shall return or destroy all Confidential Information of the other party;
• All IP ownership provisions of Section 4 shall survive termination;
• Cipher Labs shall retain all rights to work product, code, and materials created during the engagement.

12. Acceptable Use of Website

When accessing the Cipher Labs website, you agree not to:

• Use the Site for any unlawful purpose or in violation of any applicable regulations;
• Attempt to gain unauthorized access to any systems, networks, or data accessible through the Site;
• Introduce malicious code, viruses, or other harmful technology;
• Scrape, crawl, or use automated systems to extract data from the Site without written permission;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• Interfere with or disrupt the integrity or performance of the Site.

Cipher Labs reserves the right to restrict or terminate access to the Site for any user who violates these provisions.

13. Independent Contractor

Cipher Labs is an independent contractor and nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Cipher Labs shall be solely responsible for its personnel, including compensation, taxes, and benefits.

14. Non-Solicitation

During the term of any engagement and for a period of twelve (12) months following its termination, neither party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was involved in performing or receiving the Services, without the prior written consent of the other party.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the reasonable control of the party, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, power failures, internet disruptions, or third-party service outages. The affected party shall provide prompt notice and use commercially reasonable efforts to mitigate the impact.

16. Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may initiate binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in Los Angeles County, California, by a single arbitrator with relevant industry expertise.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

17. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles. Any legal proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party irrevocably consents to the jurisdiction of such courts.

18. Modifications

Cipher Labs reserves the right to modify these Terms at any time. Material changes will be posted on our website with an updated "Last Updated" date. Continued use of our Services or website following the posting of changes constitutes acceptance of such changes. For active engagements, material modifications to these Terms shall require written consent of both parties.

19. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

20. Entire Agreement

These Terms, together with any applicable SOW and any other documents expressly incorporated by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and signed by both parties.

21. Assignment

The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of Cipher Labs. Cipher Labs may assign its rights and obligations under these Terms without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void.

22. Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed effective upon: (a) personal delivery; (b) the second business day after mailing by certified or registered mail, return receipt requested; or (c) the first business day after sending by email with confirmed receipt. Notices to Cipher Labs shall be sent to hello@thecipherlabs.com.

23. Contact Information

For questions regarding these Terms of Service, please contact us: