1. Acceptance of these terms
These Terms of Service (“Terms”) govern your use of www.qodexoralabs.com (the “Site”) and any services provided by Qodexora Labs (“Qodexora Labs,” “we,” “us,” or “our”). By using the Site or engaging our services, you agree to these Terms.
Our services are offered to businesses. If you use the Site or engage us on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” refers to that organization.
2. Services and project agreements
We provide software development, cloud engineering, workflow automation, and SEO & GEO services. The scope, deliverables, timeline, fees, and acceptance criteria for each engagement are set out in a written proposal, statement of work, or master services agreement (each a “Project Agreement”).
If a Project Agreement conflicts with these Terms, the Project Agreement controls for that engagement. Free audits, estimates, and information on the Site are provided for discussion purposes only and are not binding offers until confirmed in a Project Agreement.
3. Acceptable use of the Site
You agree not to:
- Use the Site for any unlawful, fraudulent, or harmful purpose
- Attempt to gain unauthorized access to the Site, our systems, or other users’ data
- Interfere with the Site’s operation, including through malware, scraping at abusive rates, or denial-of-service attacks
- Submit false information or impersonate any person or organization
- Copy, resell, or exploit Site content except as these Terms allow
4. Client responsibilities
To allow us to deliver the services, you agree to:
- Provide timely access to the information, accounts, systems, content, and decision-makers we reasonably need
- Ensure you have the rights to all materials, data, and credentials you provide to us (“Client Materials”)
- Maintain your own backups of data and systems before we begin work on them
- Comply with the terms of the third-party platforms you use, including cloud, hosting, and API providers
- Review and respond to deliverables within the agreed acceptance period
Delays caused by missing inputs or approvals may change timelines and fees.
5. Fees and payment
Fees, payment schedules, and invoicing terms are set out in each Project Agreement. Unless otherwise agreed, invoices are due within 15 days, fees are exclusive of taxes, and you are responsible for all applicable taxes other than taxes on our income. We may pause work on overdue accounts after giving written notice. Third-party costs, such as cloud hosting, software licenses, domains, and API usage, are billed to you directly by those providers or passed through at cost, and remain your responsibility.
6. Intellectual property
Our Site
The Site and its content, including text, graphics, logos, and code, are owned by Qodexora Labs or its licensors and are protected by intellectual property laws. You may view and share Site pages for your internal business purposes; any other use requires our written permission.
Project deliverables
Unless a Project Agreement says otherwise, once we receive full payment for an engagement, you own the custom deliverables we create specifically for you under it. Until full payment, we grant you a limited license to use the deliverables for evaluation and the purposes of the project.
Pre-existing materials and know-how
We keep ownership of our pre-existing tools, code libraries, templates, frameworks, and general know-how, including improvements to them that are not specific to you (“Background IP”). Where Background IP is incorporated into your deliverables, we grant you a perpetual, non-exclusive, royalty-free license to use it as part of those deliverables.
Third-party and open-source components
Deliverables may include open-source software and third-party components, which are licensed to you under their own license terms.
Your materials
You keep all rights to Client Materials. You grant us a license to use them only as needed to perform the services. Unless you ask us not to, or a confidentiality agreement prevents it, we may name you as a client and describe the work in general terms in our portfolio.
7. Confidentiality
Each party will keep the other’s non-public business, technical, and financial information confidential, use it only for the engagement, and protect it with at least reasonable care. This does not apply to information that is public, already known to the receiving party, independently developed, or rightfully received from a third party, or to disclosures required by law. A separate non-disclosure agreement, if signed, will also apply.
8. Software delivery and service disclaimers
We perform our services in a professional and workmanlike manner. However, you acknowledge that:
- Software is not error-free, and we do not guarantee that deliverables will run without interruption, bugs, or security vulnerabilities
- We do not guarantee specific business outcomes, revenue, traffic, search rankings, or visibility in AI-generated search results, which depend on factors outside our control
- Third-party platforms such as AWS, hosting providers, n8n, and external APIs may change, fail, or be discontinued, and we are not responsible for their availability, pricing, or performance
- Cloud usage costs depend on your traffic and configuration; estimates are not guarantees
- Once deliverables are accepted, or deployed to production at your direction, ongoing maintenance, monitoring, and support are covered only under a separate support agreement
If deliverables do not materially conform to the agreed specification and you notify us in writing within 30 days of delivery, our sole obligation, and your exclusive remedy, is for us to correct the non-conformity or re-perform the affected services.
Except as expressly stated in these Terms or a Project Agreement, the Site and all services and deliverables are provided “as is” and “as available,” and Qodexora Labs disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
9. Limitation of liability
To the maximum extent permitted by law, Qodexora Labs will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to the Site, the services, or these Terms, even if advised of the possibility of such damages.
Our total liability for all claims arising out of or related to an engagement will not exceed the fees you paid us for that engagement in the twelve (12) months before the event giving rise to the claim. For claims relating only to use of the Site, our total liability will not exceed one hundred U.S. dollars (US$100).
These limitations apply regardless of the legal theory of the claim and will not limit liability that cannot be limited under applicable law.
10. Indemnification
You will defend, indemnify, and hold harmless Qodexora Labs and its team from third-party claims, losses, and expenses (including reasonable legal fees) arising from Client Materials, your use of the deliverables in violation of law or these Terms, or your breach of these Terms or a Project Agreement.
11. Term and termination
Either party may terminate an engagement as set out in the Project Agreement, or immediately by written notice if the other party materially breaches it and does not cure the breach within 15 days of notice. On termination, you will pay for work performed and non-cancellable costs incurred up to the termination date. Sections on fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law survive termination.
12. Independent contractor
Qodexora Labs is an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship. We decide how and by whom the services are performed, and we may use qualified subcontractors who are bound by confidentiality obligations.
13. Governing law and disputes
These Terms and any dispute arising out of them are governed by the laws of the State of Texas, United States, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before starting formal proceedings, the parties will try in good faith to resolve any dispute through negotiation for at least 30 days after written notice. If the dispute is not resolved, it will be brought exclusively in the state and federal courts located in Harris County, Texas, and each party consents to the personal jurisdiction of those courts. Either party may seek urgent injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
14. Force majeure
Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, civil unrest, government action, labor disputes, internet or utility outages, and failures of third-party cloud or hosting providers.
15. General terms
- Entire agreement. These Terms, together with any Project Agreement and our Privacy Policy, are the entire agreement between you and us on their subject matter.
- Severability. If any provision is found unenforceable, the rest remains in effect.
- No waiver. Failing to enforce a provision is not a waiver of our right to enforce it later.
- Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
- Notices. Notices to us must be sent to contact@qodexoralabs.com. We may send notices to the email address you have given us.
16. Changes to these terms
We may update these Terms from time to time. The updated version takes effect when posted, with a new effective date at the top of this page. Changes do not affect a signed Project Agreement unless both parties agree in writing.
17. Contact us
Questions about these Terms? Email contact@qodexoralabs.com or call +1 (346) 256-3174.