Avilabs LLC
Last updated: September 15, 2024
These Terms of Service ("Terms") govern your access to and use of the products, services, websites, and applications (collectively, the "Services") provided by Avilabs LLC ("Avilabs," "we," "our," or "us"). By accessing or using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
Avilabs designs, develops, and maintains software and digital products. The scope of work, deliverables, and timelines for any engagement will be defined in separate statements of work, proposals, or agreements executed between Avilabs and the client. In case of conflict between such agreements and these Terms, the signed agreement controls.
You are responsible for safeguarding any credentials used to access the Services and for all activities that occur under your account. You must notify Avilabs promptly of any unauthorized access or security breach. Avilabs is not liable for losses arising from unauthorized use of your credentials.
Fees for the Services will be outlined in applicable statements of work or agreements. Unless otherwise specified, invoices are due within thirty (30) days of receipt. Late payments may be subject to a finance charge of one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. Avilabs reserves the right to suspend work for accounts that are delinquent.
Avilabs retains all rights, title, and interest in its pre-existing intellectual property, tools, frameworks, and know-how. Unless otherwise agreed in writing, clients receive a non-exclusive, worldwide license to use the deliverables produced for them. Clients represent and warrant that any materials they provide to Avilabs do not infringe third-party rights.
Each party agrees to protect the confidential information of the other party with the same degree of care it uses to protect its own confidential information, and at minimum reasonable care. Confidential information may be used solely to perform obligations under these Terms and may not be disclosed to any third party without prior written consent, except as required by law.
Avilabs warrants that it will perform the Services in a professional and workmanlike manner. Except as expressly provided in this Section, the Services are furnished on an "as is" and "as available" basis. Avilabs disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
To the fullest extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages. Avilabs' total liability for any claim shall not exceed the amounts paid by the client for the Services that gave rise to the claim in the twelve (12) months preceding the event.
Each party will indemnify, defend, and hold harmless the other party and its directors, officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of these Terms or misconduct in connection with the Services.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware for any disputes arising out of or relating to these Terms or the Services.
Either party may terminate the Services upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days. Upon termination, all fees accrued or owed will become due and payable, and each party will promptly return or destroy the other party's confidential information.
We may update these Terms from time to time. When we do, we will revise the "Last updated" date above. Continued use of the Services after the changes take effect constitutes acceptance of the updated Terms. If you do not agree to the revised Terms, you must stop using the Services.
For questions about these Terms or the Services, contact Avilabs LLC atleonardo@avilabs.tech.