The agreement between us, in plain English.

1Agreement & eligibility

This Terms of Service agreement ("Agreement") is between you ("Client," "you," or "your") and 619Labs LLC, a California limited liability company ("619Labs," "we," "us," or "our"). By accessing our website, creating a client portal account, signing a project proposal, or otherwise using our services, you agree to be bound by this Agreement.

You represent that you are at least 18 years old, that you have the authority to bind the entity you represent, and that your engagement of 619Labs does not violate any other agreement to which you are a party.

2Definitions

• "Services" means web design, development, hosting, security, maintenance, and any other services 619Labs provides to Client.
• "Deliverables" means the source code, designs, content, configurations, and other materials produced for Client.
• "Client Materials" means content, branding, credentials, and other materials Client provides to 619Labs.
• "Order" means a proposal, statement of work, or quote signed by both parties.
• "MSA" means a separately signed Master Services Agreement, where one exists.
• "Recurring Services" means hosting, security, maintenance, and any other subscription Services.
• "Effective Date" means the date Client first agrees to this Agreement, signs an Order, or first uses the Services, whichever is earliest.

3Services & deliverables

619Labs will provide the Services described in each Order using commercially reasonable skill and care. Scope, timeline, and acceptance criteria are defined per-Order. If a deliverable does not meet the documented acceptance criteria, Client may request reasonable revisions within ten (10) business days of delivery.

Material scope changes require a signed change order. Estimated timelines assume Client provides feedback, content, and approvals within the timeframes specified in the Order. Delays caused by Client may extend the timeline correspondingly.

4Client responsibilities

Client will:

• Provide accurate, timely, and complete information, content, and approvals;
• Designate a single primary point of contact with authority to approve work;
• Pay all fees when due (Section 5);
• Maintain valid credentials for accounts under Client's ownership (domain registrar, third-party SaaS);
• Not interfere with the operation of the Services or attempt to bypass security controls;
• Use the Services only for lawful purposes and in compliance with the acceptable-use policy (Section 9); and
• Be responsible for the legal compliance of Client Materials, including all intellectual-property rights and any regulatory or compliance requirements specific to Client's industry.

5Fees & payment

5.1 Fixed-fee projects

Fixed-fee projects are invoiced in three milestones unless otherwise stated in the Order: 40% on signing, 40% at design approval, and 20% upon delivery. Each invoice is due net-15 from the invoice date.

5.2 Recurring Services

Hosting, maintenance, and other Recurring Services are invoiced monthly, in advance, on a 12-month minimum initial term that begins on the launch date. After the initial term, Recurring Services renew month-to-month and may be canceled with thirty (30) days' written notice. Fees are subject to an annual CPI-indexed adjustment of no more than 6% per year.

5.3 Late payments

Invoices that remain unpaid for more than fifteen (15) days past the due date accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend Services for accounts more than thirty (30) days past due, after providing written notice. We reserve the right to recover reasonable collection costs and attorneys' fees.

5.4 Refunds

Fees are non-refundable except where required by law or expressly stated in an Order. If we terminate this Agreement for reasons other than Client's material breach, we will refund any prepaid fees for Services not yet performed.

5.5 Taxes

Fees do not include sales, use, VAT, GST, or similar taxes, which are Client's responsibility (other than taxes on our net income).

6Intellectual property

6.1 Client ownership of Deliverables

Upon full payment for a project, 619Labs assigns to Client all right, title, and interest in the final Deliverables specifically created for Client under that Order, excluding any 619Labs Background IP (defined below) and Third-Party Materials.

6.2 619Labs Background IP

"Background IP" means any tools, libraries, methodologies, frameworks, code, designs, or know-how created by or licensed to 619Labs prior to or independent of the engagement. 619Labs retains all rights to its Background IP, and grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use Background IP solely as incorporated in the Deliverables.

6.3 Third-Party Materials

Deliverables may incorporate third-party open-source libraries, fonts, images, or services. Client's use of such Third-Party Materials is governed by the applicable third-party license. We will document material Third-Party Materials in each Deliverable.

6.4 Client Materials

Client retains all rights to Client Materials and grants 619Labs a non-exclusive license to use Client Materials solely to perform the Services.

6.5 Portfolio rights

619Labs may identify Client as a client and display screenshots and metrics of the Deliverables in our portfolio, case studies, and marketing materials, unless Client opts out in writing.

7Confidentiality

Each party may receive information that the disclosing party identifies as confidential or that should reasonably be understood as confidential ("Confidential Information"). The receiving party will (a) use the same degree of care as it uses to protect its own confidential information (no less than reasonable care), (b) use Confidential Information solely to perform under this Agreement, and (c) disclose it only to employees and contractors with a need to know who are bound by similar confidentiality obligations.

Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) known to the receiving party prior to disclosure, (iii) independently developed without reference to Confidential Information, or (iv) required to be disclosed by law. These obligations survive termination for three (3) years, or indefinitely for trade secrets.

8Data protection & security

619Labs will process personal data on Client's behalf in accordance with our Privacy Policy and, where applicable, the Data Processing Agreement (DPA) attached to the Order. We implement administrative, technical, and physical safeguards designed to protect personal data, including encryption in transit and at rest, multi-factor authentication, least-privilege access, and annual third-party penetration testing.

9Acceptable use

Client agrees not to use the Services to:

• Violate any law, regulation, or third-party right;
• Distribute malware, spam, or fraudulent content;
• Operate gambling, adult content (where prohibited), or schemes that violate financial-services rules;
• Attempt to gain unauthorized access to any system or network;
• Conduct load testing, vulnerability scanning, or penetration testing without prior written authorization; or
• Resell the Services without a separate written reseller agreement.

We reserve the right to suspend Services immediately for material violations, with notice as soon as reasonably possible.

10Warranties & disclaimers

10.1 Mutual

Each party warrants that it has the right to enter into this Agreement and that doing so does not conflict with any other obligation.

10.2 619Labs

619Labs warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. If the Services materially fail to meet this warranty and Client notifies us within thirty (30) days, our sole obligation is to re-perform the deficient Services at no additional charge.

10.3 Disclaimer

Except as expressly stated in this Agreement, the Services and Deliverables are provided "as is" and "as available." 619Labs disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted or error-free.

11Limitation of liability

To the maximum extent permitted by law, in no event will either party be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, loss of business opportunity, loss of goodwill, or loss of data, even if advised of the possibility of such damages.

Each party's total cumulative liability arising out of or relating to this Agreement, regardless of the form of action, will not exceed the fees paid by Client to 619Labs in the twelve (12) months preceding the event giving rise to the claim.

These limitations do not apply to: (a) a party's indemnification obligations under Section 12; (b) breach of confidentiality (Section 7); (c) Client's payment obligations; or (d) liability that cannot be limited under applicable law.

12Indemnification

12.1 By 619Labs

619Labs will defend Client against any third-party claim alleging that Deliverables created by 619Labs infringe a U.S. intellectual property right, and indemnify Client for damages finally awarded or amounts paid in settlement. Our obligations do not apply to claims arising from (a) Client Materials, (b) modifications to Deliverables not made by 619Labs, (c) Client's combination of Deliverables with materials not supplied by 619Labs, or (d) Client's continued use after notice of an alleged infringement.

12.2 By Client

Client will defend and indemnify 619Labs against any third-party claim arising from (a) Client Materials, (b) Client's breach of this Agreement or violation of law, (c) Client's products or services, or (d) Client's failure to comply with industry-specific regulatory requirements applicable to Client.

12.3 Procedure

The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) provide reasonable cooperation, and (c) give the indemnifying party sole control of the defense and settlement (provided settlement does not impose obligations on the indemnified party without consent).

13Term & termination

13.1 Term

This Agreement begins on the Effective Date and continues until terminated as set out below or until all Orders are completed.

13.2 Termination for convenience

Either party may terminate Recurring Services for any reason on thirty (30) days' written notice, effective at the end of the then-current billing month, subject to the 12-month initial term in Section 5.2.

13.3 Termination for cause

Either party may terminate this Agreement immediately if the other party (a) materially breaches and fails to cure within thirty (30) days of written notice, or (b) becomes insolvent, files for bankruptcy, or ceases business operations.

13.4 Effect of termination

Upon termination, (a) all unpaid fees for work performed become due, (b) Client may request export of Client Materials and Deliverables, (c) each party will return or destroy Confidential Information of the other, and (d) provisions that by their nature survive (IP, confidentiality, liability, indemnification, dispute resolution) will continue.

14Dispute resolution & arbitration

14.1 Informal resolution

The parties will attempt in good faith to resolve any dispute within thirty (30) days of written notice before initiating formal proceedings.

14.2 Binding arbitration

Any dispute not resolved informally will be settled by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The arbitration will be conducted in San Diego, California, by a single arbitrator, in English. Judgment on the award may be entered in any court of competent jurisdiction.

14.3 Class-action waiver

Each party waives any right to bring or participate in any class, collective, or representative action against the other. All disputes will be resolved individually.

14.4 Equitable relief

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

15Governing law & venue

This Agreement is governed by the laws of the State of California, without regard to its conflicts-of-law principles. The exclusive venue for any non-arbitrable dispute is the state and federal courts located in San Diego County, California, and each party submits to the personal jurisdiction of such courts.

16Miscellaneous

• Entire agreement. This Agreement, together with any signed Order and MSA, constitutes the entire agreement and supersedes all prior agreements on its subject matter.
• Order of precedence. If there is a conflict, the order of precedence is: MSA > signed Order > this Agreement.
• Amendments. We may update this Agreement; material changes will be communicated by email or portal notice and become effective thirty (30) days after notice for existing clients.
• Assignment. Neither party may assign without the other's written consent, except either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets.
• Force majeure. Neither party is liable for delays caused by events beyond reasonable control (natural disasters, war, pandemic, internet outages, etc.).
• Notices. Notices to 619Labs must be sent to legal@619labs.com. Notices to Client will be sent to the email address on the client portal account.
• Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
• No waiver. Failure to enforce a provision is not a waiver of that or any other provision.
• Independent contractor. 619Labs is an independent contractor; nothing creates a partnership, joint venture, or agency.
• No third-party beneficiaries. This Agreement does not create rights for anyone other than the parties.

17Contact

Questions about these Terms? We're happy to walk through any provision.