Terms of Service

1. Company Information

2. Definitions

In these Terms of Service:

• "Company," "we," "us," "our" refers to TransformerLabs
• "Client," "you," "your" refers to the individual or entity engaging our services
• "Services" refers to AI development, software engineering, consulting, and related professional services
• "Deliverables" refers to work products, code, documentation, and other materials created for you
• "Agreement" refers to these Terms plus any project-specific contracts or statements of work
• "Confidential Information" refers to non-public information disclosed by either party

3.1 Service Description

We provide professional services including:

• AI system development and implementation
• Custom software engineering and development
• Machine learning model development and deployment
• Data analytics and business intelligence solutions
• Technical consulting and strategy advisory
• System integration and automation

3.2 Service Scope

The specific scope, timeline, and deliverables for each project will be defined in:

• Written proposals and estimates
• Statements of Work (SOW)
• Project contracts and amendments
• Email confirmations of scope changes

3.3 Client Responsibilities

You agree to:

• Provide accurate and complete project requirements
• Grant necessary access to systems, data, and personnel
• Respond to requests for information within reasonable timeframes
• Designate authorized representatives for project decisions
• Ensure compliance with applicable laws and regulations
• Maintain confidentiality of our methodologies and processes

4.1 Fees and Payment

• Fees are specified in project proposals and contracts
• Payment terms are net 30 days from invoice date unless otherwise agreed
• Invoices are sent electronically to your designated contact
• Payment is typically made via bank transfer to our designated account
• All fees are exclusive of applicable taxes, which you are responsible for

4.2 Late Payment

4.3 Expenses

You will reimburse pre-approved expenses including:

• Third-party software licenses and subscriptions
• Cloud computing and hosting costs
• Travel expenses for on-site work (when approved)
• Specialized hardware or equipment purchases

5. Intellectual Property Rights

5.1 Client Deliverables

Upon full payment, you will own:

• Custom code developed specifically for your project
• Documentation and specifications created for your use
• Final deliverables as defined in the project scope
• Data and content you provide to us

5.2 TransformerLabs Retention

We retain ownership of:

• Our general methodologies, frameworks, and processes
• Pre-existing intellectual property and tools
• Reusable code libraries and components we develop
• Know-how and expertise gained during the project
• The right to use de-identified data for service improvement

5.3 Third-Party Rights

We ensure our deliverables don't infringe third-party rights, but you're responsible for:

• Content and data you provide
• Third-party services and APIs you choose to integrate
• Compliance with software licenses for tools you select

6.1 Our Warranties

We warrant that:

• Services will be performed with professional skill and care
• We have the right to provide the services
• Deliverables will substantially conform to agreed specifications
• We will not knowingly introduce malicious code

6.2 Warranty Period

We provide a 90-day warranty on deliverables to:

• Fix defects that prevent substantial conformance to specifications
• Correct errors in functionality as originally delivered
• Address documentation inaccuracies

This warranty excludes issues caused by modifications, third-party integrations, or changes to the operating environment.

7. Limitation of Liability

7.3 Exceptions

These limitations don't apply to:

• Our breach of confidentiality obligations
• Intentional misconduct or gross negligence
• Violations of intellectual property rights
• Damages that cannot be limited under applicable law

8. Confidentiality

8.1 Mutual Obligations

Both parties agree to:

• Protect confidential information using reasonable care
• Use confidential information only for authorized purposes
• Not disclose confidential information to third parties
• Return or destroy confidential information upon termination

8.2 Exceptions

Confidentiality obligations don't apply to information that:

• Is publicly available or becomes public through no breach
• Was known before disclosure
• Is independently developed without using confidential information
• Must be disclosed by law or court order

9. Termination

9.1 Termination for Convenience

Either party may terminate with 30 days' written notice. You will pay for:

• All work completed before termination
• Costs incurred for ongoing work
• Non-cancellable commitments made on your behalf

9.2 Termination for Cause

Either party may terminate immediately for:

• Material breach of these terms (if not cured within 15 days of notice)
• Non-payment of undisputed amounts (after 30 days of notice)
• Insolvency or bankruptcy proceedings
• Violation of confidentiality obligations

9.3 Effect of Termination

Upon termination:

• We will provide completed deliverables upon payment
• Each party returns or destroys confidential information
• Payment obligations for completed work survive
• Intellectual property provisions remain in effect

10. Indemnification

10.1 Client Indemnification

You agree to indemnify us against claims arising from:

• Your use of deliverables in violation of these terms
• Content, data, or materials you provide
• Your violation of applicable laws or third-party rights
• Modifications you make to our deliverables

10.2 Our Indemnification

We will indemnify you against claims that our deliverables infringe third-party intellectual property rights, provided you:

• Notify us promptly of any claims
• Give us control of the defense and settlement
• Cooperate reasonably with our defense

11. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including:

• Natural disasters, pandemics, or public health emergencies
• War, terrorism, or civil unrest
• Government actions, sanctions, or regulatory changes
• Internet outages, cyber attacks, or infrastructure failures
• Labor strikes or supplier failures

The affected party must notify the other promptly and use reasonable efforts to mitigate the impact.

12. Governing Law and Disputes

12.1 Governing Law

These terms are governed by the laws of Palestine, without regard to conflict of laws principles.

12.2 Dispute Resolution

12.3 International Enforcement

For international clients, we agree that this agreement may be enforced in the courts of your jurisdiction for collection purposes, provided Palestine law still governs the interpretation of terms.

13.1 Entire Agreement

These terms, together with project-specific contracts and statements of work, constitute the entire agreement between us.

13.2 Modifications

We may update these terms periodically. Material changes will be communicated via email or website notice. Continued use constitutes acceptance.

13.3 Severability

If any provision is found unenforceable, the remainder of these terms remains in effect.

13.4 Assignment

You may not assign these terms without our written consent. We may assign to affiliates or in connection with business transfers.

13.5 Independent Contractors

We are independent contractors. These terms don't create partnership, joint venture, or agency relationships.

13.6 Notices

Legal notices must be sent via email to Mo@MohammadOthman.com and are effective upon receipt acknowledgment.