Terms of Service

By accessing or using the Ace Code Lab website (acecodelab.com) or engaging our services, you confirm that:

• You are at least 18 years of age
• You have the legal authority to enter into these Terms on behalf of yourself or the organization you represent
• You have read, understood, and agree to be bound by these Terms and our Privacy Policy
• If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms

If you do not agree to these Terms, you must not use our website or services.

Ace Code Lab provides custom software development, AI/ML engineering, mobile application development, UI/UX design, DevOps consulting, and related technology services ("Services"). The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work ("SOW") or Project Agreement executed between the parties.

These Terms govern all Services provided by Ace Code Lab unless expressly superseded by a signed Master Service Agreement ("MSA"). In the event of a conflict between these Terms and a signed MSA, the MSA controls.

All quotations and proposals provided by Ace Code Lab:

• Are valid for 30 days from the date of issue unless otherwise specified
• Are estimates based on the information provided to us at the time of quotation
• May be revised if the scope of work changes materially from what was described during the discovery process
• Do not constitute a binding agreement until a SOW or Project Agreement is signed by both parties

Submitting a quote request through our website does not create any obligation on either party.

Both parties agree to maintain in strict confidence all Confidential Information disclosed by the other party in connection with the Services. "Confidential Information" means any non-public information marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this agreement; (b) was already known to the receiving party; (c) is independently developed by the receiving party without use of Confidential Information; or (d) must be disclosed by law.

We will sign a mutual Non-Disclosure Agreement (NDA) upon request before any detailed project discussion. Our standard NDA is available upon request.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• ACE CODE LAB'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM
• IN NO EVENT SHALL ACE CODE LAB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION
• THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless Ace Code Lab and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:

• Your violation of these Terms
• Your use of the Services in violation of applicable law
• Client Materials that infringe any third-party intellectual property rights
• Your products or services that incorporate the Work Product
• Any content you publish or distribute using tools we build for you

Any change to the agreed scope of work must be documented in a written Change Order signed by both parties before additional work begins. We will provide a cost and timeline estimate for any proposed change within 3 business days.

Requests for features or functionality beyond the original SOW scope are considered additional work and will be scoped and priced separately. We are not obligated to perform out-of-scope work, but will always inform you promptly if a request falls outside the original agreement.

Many aspects of software delivery depend on timely input and cooperation from you. You agree to:

• Provide timely feedback within agreed review periods (default: 5 business days)
• Supply required content, assets, and credentials within agreed timelines
• Designate a primary point of contact with decision-making authority
• Participate in scheduled meetings and reviews

If delays in project delivery are caused by your failure to meet these responsibilities, timeline guarantees and penalty clauses (if any) are paused for the duration of the delay. Additional costs incurred due to client-caused delays may be charged at our standard hourly rate.

These Terms are governed by the laws of the State of California, USA, without regard to its conflict of law provisions.

Before initiating formal proceedings, both parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days. If negotiation fails:

• Claims under $50,000: Binding arbitration administered by JAMS under its Streamlined Arbitration Rules
• Claims over $50,000: Either arbitration (as above) or litigation in the state or federal courts of San Francisco County, California, to which both parties consent to exclusive jurisdiction
• Class action waiver: All disputes must be resolved individually. No class or collective actions are permitted.

By using our website, you agree not to:

• Scrape, crawl, or data-mine our website without written permission
• Attempt to gain unauthorized access to any part of our website or systems
• Use the website to transmit malware, spam, or any unlawful content
• Reverse engineer, decompile, or disassemble any website software
• Use automated tools to send us quote requests or contact form submissions

We reserve the right to block access to our website for users who violate these terms or abuse our systems.

We reserve the right to modify these Terms at any time. For material changes, we will provide at least 30 days' notice by posting the updated Terms on our website with the revised effective date. Your continued use of our website or services after the effective date constitutes acceptance of the updated Terms.

For active client engagements, changes to these Terms will not take effect until your current SOW expires or is renewed, unless both parties agree in writing.

• Entire Agreement: These Terms, together with any SOW or MSA, constitute the entire agreement between the parties regarding the Services and supersede all prior discussions and agreements
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force
• Waiver: Failure to enforce any provision is not a waiver of that provision
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets
• Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control (natural disasters, pandemics, government actions, etc.)
• Notices: Legal notices must be in writing and delivered by email with confirmed receipt or by certified mail to our registered address
• Independent Contractors: Ace Code Lab and its personnel are independent contractors, not employees, agents, or partners of the Client

For questions about these Terms, please contact our legal team: