Effective Date: [5-1-2025]
These Terms of Service (“Terms”) govern your access to and use of the website located at https://infinalab.com (the “Website”) and the services provided by Infina Lab (“Infina Lab,” “we,” “us,” or “our”).
By accessing the Website or engaging Infina Lab for services, you (“Client,” “you,” or “your”) agree to be bound by these Terms. If you do not agree, do not use our Website or services.
1. DEFINITIONS
- “Services” means any consulting, product development, sourcing, design, research, coordination, advisory, or related services provided by Infina Lab.
- “Deliverables” means any reports, designs, specifications, documents, or work product expressly agreed upon in writing.
- “Client Materials” means any information, data, designs, trademarks, or materials provided by Client.
- “Agreement” means these Terms together with any written proposal, statement of work (“SOW”), invoice, or contract agreed upon by the parties.
2. ELIGIBILITY & AUTHORITY
You represent and warrant that:
- You are at least 18 years old.
- You have the legal authority to enter into this Agreement on behalf of yourself or the entity you represent.
- Your use of the Services complies with all applicable laws and regulations.
3. SCOPE OF SERVICES
3.1 Nature of Services
Infina Lab provides consulting and coordination services only. We do not manufacture products, operate factories, or act as the seller of record unless expressly stated in writing.
3.2 No Guaranteed Outcomes
All Services are provided on a best-efforts basis. We do not guarantee commercial success, regulatory approval, profitability, or market acceptance of any product or project.
3.3 Third-Party Providers
Client acknowledges that manufacturers, suppliers, logistics providers, testing labs, and other third parties are independent entities, and Infina Lab is not responsible for their performance, delays, defects, or failures.
4. FEES, PAYMENTS & TAXES
4.1 Fees
Fees are set forth in the applicable proposal, SOW, or invoice. All fees are non-refundable unless expressly stated otherwise in writing.
4.2 Payment Terms
- Payments are due according to the invoice terms.
- Late payments may accrue interest at 1.5% per month or the maximum allowed by law.
- Infina Lab may suspend Services for non-payment.
4.3 Taxes
Client is responsible for all applicable taxes, duties, or governmental charges, excluding Infina Lab’s income taxes.
5. CLIENT RESPONSIBILITIES
Client agrees to:
- Provide accurate, complete, and timely information.
- Obtain all necessary regulatory approvals, certifications, and licenses.
- Ensure product compliance with applicable laws (FDA, FTC, CPSIA, customs, etc.).
- Review Deliverables promptly and notify Infina Lab of issues within a reasonable time.
6. INTELLECTUAL PROPERTY
6.1 Infina Lab IP
All methodologies, processes, templates, tools, know-how, and pre-existing materials are the exclusive property of Infina Lab.
6.2 Client IP
Client retains ownership of Client Materials. Client grants Infina Lab a limited, non-exclusive license to use such materials solely to perform the Services.
6.3 Deliverables Ownership
- Ownership transfers only upon full payment.
- Unless otherwise agreed in writing, Deliverables are provided for Client’s internal business use only.
6.4 No Implied Rights
No IP rights are granted except as expressly stated.
7. CONFIDENTIALITY
Each party agrees to maintain the confidentiality of non-public, proprietary, or confidential information received from the other party and to use such information solely for purposes of this Agreement.
This obligation survives termination.
8. DATA PRIVACY
Your use of the Website and Services is subject to our Privacy Policy, incorporated by reference. Client consents to the collection and use of information as described therein.
9. WARRANTIES & DISCLAIMERS
THE SERVICES AND WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFina LAB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- INFina LAB SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
- TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY CLIENT TO INFina LAB IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
11. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless Infina Lab from any claims, damages, losses, or expenses arising out of:
- Client’s products or business activities
- Regulatory violations
- Infringement of third-party rights
- Misuse of Services or Deliverables
12. TERMINATION
12.1 Termination for Convenience
Either party may terminate with written notice, subject to payment for Services rendered.
12.2 Termination for Cause
Infina Lab may terminate immediately for breach, non-payment, unlawful conduct, or misuse of Services.
12.3 Effect of Termination
Outstanding fees become immediately due. Sections relating to IP, confidentiality, liability, indemnification, and governing law survive termination.
13. GOVERNING LAW & DISPUTE RESOLUTION
These Terms are governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles.
Any dispute shall be resolved by binding arbitration conducted in English, and class actions are waived.
14. MODIFICATIONS
Infina Lab may update these Terms at any time. Changes become effective upon posting to the Website. Continued use constitutes acceptance.
15. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties and supersede all prior understandings. If any provision is found unenforceable, the remaining provisions remain in effect.
16. CONTACT INFORMATION
Infina Lab LLC
Email: [Insert Contact Email]
Website: https://infinalab.com