Terms of Service

01Acceptance of Terms

These Terms of Service (“Terms”) govern all engagements between Ergon Labs LLC (“Ergon Labs,” “we,” or “us”) and the business entity or individual (“Client” or “you”) that uses our services or accesses the Ergon Labs client dashboard.

By signing a Statement of Work, submitting an order form, or accessing the client dashboard, you confirm that (a) you have authority to bind the Client entity to these Terms, (b) the Client entity agrees to be bound by these Terms, and (c) the Client is a business or professional acting in a commercial capacity, not a consumer.

These Terms apply to every engagement unless a separate written agreement signed by both parties expressly states that it supersedes them.

02Description of Services

Ergon Labs LLC is a New York-based AI automation agency. We design, build, and maintain custom automation systems for small and mid-size businesses. Our core service offerings are:

• Projects — Fixed-scope, fixed-price engagements to design and deploy AI automation workflows. Each project is governed by a Statement of Work.
• Retainers — Monthly support and optimization agreements available after successful project delivery. Retainers provide an allocated hour bank for ongoing maintenance, monitoring, and improvements.
• Productized offers — Pre-scoped, flat-fee automation packages for specific industries, delivered under simplified order forms.

We use third-party platforms, APIs, and AI tools to deliver services. Our service obligations are to the final outcome described in the Statement of Work, not to any specific underlying technology.

03Statements of Work

Each project engagement is governed by a Statement of Work (“SOW”) specifying scope, deliverables, pricing, and timeline. The SOW becomes binding when signed by an authorized representative of each party and when the required deposit is received.

Scope and changes. Work not described in the SOW is out of scope. Any addition or material modification requires a written change order agreed to by both parties before the additional work commences. Change orders may affect price and timeline.

Acceptance. Following delivery, Client has five (5) business days to review deliverables and notify Ergon Labs in writing of any material defects or deviations from the SOW. Silence after five business days constitutes acceptance. Acceptance releases the final payment milestone if applicable.

Productized offers. Productized offers may use a simplified order form in lieu of a full SOW. The order form and these Terms together constitute the complete agreement for those engagements.

04Fees and Payment

Project billing. A non-refundable deposit of fifty percent (50%) of the total project fee is due before work commences. The remaining balance is due upon delivery or per the milestone schedule in the SOW. Work does not begin until the deposit is received.

Retainer billing. Retainer fees are billed monthly on the first day of each billing period. The first payment is due before the retainer commences. Retainers carry a three-month minimum term; Client-initiated cancellation is not available until after the third billing period has been paid.

Hour bank. Each retainer tier includes an allocated number of support hours per month. Unused hours roll over to the following month only; they do not accumulate beyond one additional month and do not carry cash value.

Overages. Work requested beyond the monthly hour bank is billed at $125.00 per hour. Ergon Labs will not perform overage work without prior written approval from Client. No silent overages.

New workflows. Requests for new automation workflows are scoped as separate projects; they are not fulfilled from the retainer hour bank.

Late payments. Ergon Labs may suspend services for accounts more than thirty (30) days past due.

Payment method. Payments are processed via Stripe (credit card or ACH debit). Client is responsible for maintaining valid payment information on file.

Refunds. Deposits and fees paid for work already commenced or delivered are non-refundable. If Ergon Labs cancels an engagement before work commences, any deposit paid will be refunded in full.

Taxes. Fees are exclusive of applicable taxes. Client is responsible for all taxes, duties, or levies imposed by any governmental authority on services received, other than taxes on Ergon Labs' net income.

05Intellectual Property

Client ownership of deliverables. Upon receipt of full payment for an engagement, Ergon Labs assigns to Client all right, title, and interest in the custom deliverables created specifically for that engagement, including any associated documentation. Until full payment is received, Ergon Labs retains all ownership rights.

Pre-existing IP. Ergon Labs retains ownership of all pre-existing tools, frameworks, templates, proprietary methodologies, and know-how (“Background IP”) developed independently of any Client engagement. To the extent Background IP is incorporated into deliverables, Ergon Labs grants Client a non-exclusive, perpetual, royalty-free license to use that Background IP solely as embedded in the deliverables.

Third-party tools. Automation workflows may incorporate third-party platforms, APIs, and AI services governed by their own license terms. Client is responsible for obtaining and maintaining any required accounts or licenses for third-party tools specified in the SOW.

Client data. Client retains all right, title, and interest in data and content provided to Ergon Labs. Client grants Ergon Labs a limited license to use Client data solely to perform services under these Terms.

06Confidentiality

Each party (“Receiving Party”) agrees to hold in confidence and not disclose the other party's (“Disclosing Party”) non-public technical, business, financial, or operational information disclosed in connection with an engagement (“Confidential Information”), and to use Confidential Information only to perform or receive services under these Terms.

Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party's information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party where legally permitted.

Duration. Confidentiality obligations survive termination or expiration of any engagement for a period of three (3) years.

Portfolio rights. Unless Client requests otherwise in writing, Ergon Labs reserves the right to describe the general nature of the engagement (e.g., industry and type of automation) for marketing purposes, without disclosing Client's name, proprietary data, or specific workflow details.

07Warranties and Disclaimers

Ergon Labs warranty. Ergon Labs warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Ergon Labs provides a thirty (30) day warranty period following delivery during which it will, at no additional charge, correct material defects in deliverables that deviate from the accepted SOW.

Client warranty. Client warrants that it has all rights, licenses, and permissions necessary to provide any data, content, or system access given to Ergon Labs, and that doing so does not violate any law or third-party rights.

Disclaimer of implied warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, SERVICES ARE PROVIDED “AS IS.” ERGON LABS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

AI tools and third-party platforms. AI models and third-party platforms used in service delivery may produce unexpected, incorrect, or inconsistent outputs. Ergon Labs makes no warranty regarding the accuracy or reliability of AI-generated outputs beyond the testing conducted as part of the engagement. Third-party services may change, impose rate limits, or become unavailable, and Ergon Labs is not liable for disruptions caused by third-party platforms outside its control.

08Limitation of Liability

Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ERGON LABS' TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO ERGON LABS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

Exclusion of consequential damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the form of action (contract, tort, strict liability, or otherwise) and to the fullest extent permitted by applicable law.

09Termination

Termination for convenience. Either party may terminate an ongoing retainer with thirty (30) days written notice, subject to the three-month minimum term in Section 04. Either party may terminate a project engagement with thirty (30) days written notice, provided all fees for work completed through the notice period are paid.

Termination for cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within ten (10) business days of receiving written notice specifying the breach. Ergon Labs may also terminate immediately upon non-payment of any invoice more than thirty (30) days past due.

Effect of termination. Upon termination: (a) all fees for work completed or in progress through the termination date become immediately due and payable; (b) the 50% project deposit is non-refundable if work has commenced; (c) Ergon Labs will deliver all work product completed as of the termination date within fifteen (15) business days; and (d) each party will promptly return or destroy the other's Confidential Information upon request.

Survival. Sections 05 (Intellectual Property), 06 (Confidentiality), 07 (Warranties and Disclaimers — disclaimer provisions), 08 (Limitation of Liability), and 11 (Governing Law) survive termination or expiration of any engagement.

10Data and Privacy

Ergon Labs handles Client data in accordance with its Privacy Policy, which is incorporated into these Terms by reference.

Client is responsible for ensuring it has all necessary rights, consents, and authorizations to provide any data, business information, or third-party account credentials to Ergon Labs for use in performing services.

No PHI. Ergon Labs does not store Protected Health Information (“PHI”) as defined under HIPAA. Engagements involving healthcare clients will be scoped so that PHI remains within Client-controlled systems at all times. Client must inform Ergon Labs in writing before providing access to any system containing PHI.

Client data ownership. Client owns all business data and content it provides to Ergon Labs. Upon written request, Ergon Labs will provide an export of Client data in a common machine-readable format within fifteen (15) business days.

11Governing Law and Dispute Resolution

These Terms and all engagements are governed by the laws of the State of New York, without regard to its conflict of law principles.

Negotiation and mediation. Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If negotiation fails within thirty (30) days, the parties agree to attempt non-binding mediation through a mutually agreed mediator in Suffolk County, New York, before proceeding to arbitration.

Arbitration. If mediation does not resolve the dispute, it shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, with the arbitration seated in Suffolk County, New York. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Injunctive relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction in Suffolk County, New York, without waiving the right to arbitration.

Class action waiver. All claims must be brought in the parties' individual capacities and not as a plaintiff or class member in any purported class or representative proceeding.

12General Provisions

Entire agreement. These Terms, together with any applicable SOW or order form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior negotiations, representations, or understandings.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.

Severability. If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

No waiver. Failure to enforce any provision of these Terms on any occasion does not waive the right to enforce it on any future occasion.

Force majeure. Neither party is liable for delays or failures in performance resulting from causes beyond their reasonable control, including natural disasters, internet disruptions, third-party service outages, or government actions, provided the affected party gives prompt written notice.

Notices. Legal notices under these Terms must be sent in writing to Ergon Labs at hello@ergonlabs.co and to Client at the email address on file. Notices are effective upon confirmed receipt.

Assignment. Client may not assign these Terms or any engagement without Ergon Labs' prior written consent. Ergon Labs may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets.

13Changes to These Terms

Ergon Labs may update these Terms from time to time. For material changes, we will provide at least thirty (30) days advance notice via email to the address on file before the new Terms take effect.

Material changes do not retroactively affect in-progress engagements governed by a signed SOW unless both parties agree in writing. Continued use of the client dashboard or commencement of a new engagement after the effective date of any update constitutes acceptance of the revised Terms.

14Contact

Questions about these Terms should be directed to Ergon Labs LLC at the contact below.