Effective Date: February 1, 2014 and last revised on July 1, 2020
The following Service Agreement (“Terms” or “Agreement”) apply to services / contract work provided by Tensegrity Labs (formerly TangibleTec, LLC) (“Tensegrity Labs”, “us”, “our” ). Tensegrity Labs is the trade name of Tensegrity Labs LLC (formerly TangibleTec, LLC). By purchasing one or more Services from Tensegrity Labs, you declare that you have read, understood and agree to be bound by these Terms. The latest version of Service Agreement is always available on the Tensegrity Labs website. It is essential that you read and understand these Terms prior to purchasing any Service(s) from Tensegrity Labs (formerly TangibleTec, LLC).
We’ll always do our best to fulfill your needs and meet your expectations, but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract, you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
What do both parties agree to?
Us: We have the experience and ability to do everything we’ve agreed with you, and we’ll do it all in a professional and timely manner. We’ll endeavor to meet every deadline and, on top of that, we’ll maintain the confidentiality of everything you give us.
You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You will provide to us the assets and information we need, for any given project, when we ask, and in the format, we ask for. You’ll promptly review and approve our work and provide feedback as needed. Deadlines work two ways, so you also agree to stick to the payment schedule set out in this contract.
Project and/or Services
Each service or project may have additional conditions that will be outlined in the estimate and/or invoice issued for those services.
Calling it quits
If at any stage, either of us wishes to terminate our services, you’ll pay us in full for all the work we’ve sent to you at that time, and terminate this contract. Otherwise, you will be issued a full or partial refund as outlined on the invoice.
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
Your liability to us will also be limited to the amount of fees payable under this contract and you won’t be liable to us or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we’ve advised you of them.
Finally, if any provision of this contract shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
Intellectual property rights
Just to be clear, “Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, Internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
First, you guarantee that you either own all elements of the work you deliver to us or you’ve obtained permission to provide them to us. When you provide data, designs, concepts, text, drawings, images or other intellectual property to us, you agree to protect us from any claim by a third party that we’re using their intellectual property.
We guarantee that we either own all, data, designs, concepts, text, drawings, images or other intellectual property we provide or that we have permission to use them. When we provide data, designs, concepts, text, drawings, images or other intellectual property to you, we agree to protect you from any claim by a third party that you’re using their intellectual property.
Provided you’ve paid for the work; you’ll own what we design for you plus the elements that we create for it. We’ll give you source files and finished files, and you should keep them somewhere safe as we’re not required to keep a copy.
You’ll own data, designs, concepts, text, drawings, images or other intellectual property you provided unless someone else owns them.
We’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitute a complete design, and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project in our portfolio and articles on websites, in magazine articles and books, as long as this doesn’t conflict with a current non-disclosure agreement.
We issue invoices electronically. Our payment terms are seven (7) days from the date of invoice by ACH bank transfers or credit card. We also accept cash and checks from local customers. All proposals are in US Dollars and payments will be made at the equivalent conversion rate at the date and time of the transfer. You agree to pay all fees associated with transfers of funds. We reserve the right to charge interest on all overdue debts at the rate of 8% per month or part of a month.
But where’s all the horrible small print?
Just like a parking ticket, neither of us can transfer this contract to anyone else without the other’s permission.
We both agree that we’ll adhere to all relevant laws and regulations in relation to our activities under this contract and not cause the other to breach any relevant laws or regulations.
This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
These Terms and Conditions constitutes the entire Contract and understanding of the parties. Any changes or modifications to these Terms and Conditions of Contract thereto are agreed to by the both parties upon renewal of services.