Terms of Service

Effective date: June 22, 2025

These Terms of Service (“Terms”) govern your access to https://sphericlabs.dev and related sites (the “Site”), and, unless a separate written agreement states otherwise, the general relationship between you and Sphericlabs (“Sphericlabs,” “we,” “us,” or “our”) when we provide professional services to you or your organization. If you enter a separate master services agreement, statement of work, or order form with us, those documents control for the subject matter they cover, and these Terms apply where they do not conflict.

1. The Site

You may use the Site for lawful purposes only. You agree not to attempt to disrupt the Site, scrape it in a way that harms performance or violates our rights, or use it to distribute malware or unsolicited communications. We may suspend or terminate access if we reasonably believe you have violated these Terms or applicable law.

2. Professional services

Sphericlabs provides software engineering and related services as described in proposals, statements of work, or other written agreements. Estimates, timelines, and deliverables are not binding until confirmed in writing (including email) by both parties. You are responsible for providing timely access, materials, decisions, and approvals needed for us to perform the work.

3. Fees and payment

Fees, invoicing cadence, and payment terms are set in the applicable agreement. Unless otherwise stated, invoices are due within thirty (30) days of the invoice date. Late amounts may incur interest or suspension of work as permitted by law and stated in the agreement. Expenses are billed only if pre-approved or as otherwise agreed.

4. Intellectual property

As between you and Sphericlabs, you retain rights in materials you provide to us. Upon full payment for the applicable deliverables under a signed agreement, we grant you the rights to those deliverables as specified in that agreement (typically a license or assignment of custom-developed work product). Sphericlabs retains rights in our pre-existing tools, libraries, methodologies, and general know-how. Open source and third-party components may be subject to their own licenses.

5. Confidentiality

Each party may receive non-public information from the other. The receiving party will use reasonable care to protect that information and use it only for the purpose of the engagement, subject to standard exceptions (for example information that is public, independently developed, or rightfully received from a third party).

6. Warranties disclaimer

Except as expressly stated in a signed agreement, services and the Site are provided “as is” and “as available.” To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Software inherently carries risk; you are responsible for backups, compliance with laws applicable to your business, and use of deliverables in production.

7. Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, goodwill, or data, arising out of or related to these Terms or the services, even if advised of the possibility. Except for payment obligations, a party’s aggregate liability arising out of or related to the services or these Terms will not exceed the fees paid or payable to Sphericlabs for the services giving rise to the claim during the twelve (12) months before the claim arose (or, if no fees apply, one hundred U.S. dollars). These limitations do not apply where prohibited by law (for example intentional misconduct or gross negligence, where applicable).

8. Indemnity

You will defend and indemnify Sphericlabs against third-party claims arising from your materials, your instructions, or your use of deliverables in violation of law or third-party rights, except to the extent caused by our breach of these Terms or a signed agreement.

9. Term and termination

For the Site, we may modify or discontinue features at any time. For professional services, termination and wind-down are governed by the applicable agreement. Provisions that by their nature should survive (including confidentiality, intellectual property, disclaimers, limitations of liability, and indemnity) survive termination.

10. Governing law and disputes

These Terms are governed by the laws of the United States and the State in which Sphericlabs maintains its principal place of business, without regard to conflict-of-law rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in that State, except where applicable law requires otherwise.

11. General

These Terms constitute the entire agreement between you and us regarding the Site and general services relationship, except as supplemented by a signed agreement. If a provision is unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger or sale of assets.

12. Contact

Questions about these Terms: hello@sphericlabs.dev

These Terms are a starting template for a small services business. They are not legal advice. Have qualified counsel review them for your situation.