Last updated: 2025-11-25
This Services Agreement (the "Agreement") is entered into between Hexis Labs LLC, a Wyoming limited liability company with its registered address at 30 N Gould St, Ste R, Sheridan, WY 82801, United States ("Hexis Labs", "we", "our" or "us"), and the client identified in the applicable proposal, statement of work or order form ("Client" or "you").
1. Scope of Services
1.1 Hexis Labs will provide technology consulting, software development, cloud, automation and related professional services (the "Services") as described in one or more written proposals, statements of work or order forms executed or accepted by both parties (each, a "SOW").
1.2 Each SOW will specify the scope of work, deliverables, assumptions, timelines, fees and any additional terms. In the event of a conflict between this Agreement and an SOW, the SOW will prevail for that specific engagement.
2. Client Responsibilities
2.1 You will provide Hexis Labs with timely access to information, systems, tools, documentation and personnel reasonably required for us to perform the Services.
2.2 You are responsible for:
- Designating a primary point of contact with authority to make decisions and provide approvals;
- Reviewing and responding to questions, deliverables and feedback requests within a reasonable time;
- Ensuring that your infrastructure, third-party services and licenses are properly maintained and compliant with applicable terms;
- Decisions and actions taken based on our recommendations.
3. Fees, Expenses & Payment
3.1 Fees for the Services will be set out in the applicable SOW and may be time-and-materials, fixed-fee, retainer-based or a combination of these.
3.2 Unless otherwise stated in the SOW, invoices are issued monthly in arrears and are payable within thirty (30) days of the invoice date. All fees are quoted and payable in US Dollars (USD) unless agreed otherwise in writing.
3.3 Late payments may incur interest at the lower of (a) one and one-half percent (1.5%) per month, or (b) the maximum rate permitted by applicable law, from the due date until payment is received.
3.4 Reasonable, pre-approved out-of-pocket expenses (such as travel, lodging or special tooling) will be reimbursed by Client in addition to the fees.
4. Changes to Scope
4.1 Either party may propose changes to the scope of an SOW. We will inform you if any requested changes are likely to affect fees, timelines or technical approach.
4.2 Changes are only binding once documented and approved in writing (including email confirmation) by both parties.
5. Intellectual Property
5.1 Unless otherwise specified in the SOW:
- (a) Hexis Labs retains all rights, title and interest in and to pre-existing materials, tools, frameworks, libraries, know-how, templates and generic components used in providing the Services ("Hexis Labs Materials");
- (b) Subject to your full payment of all fees due for the relevant SOW, Hexis Labs grants you a worldwide, perpetual, non-exclusive, non-transferable license to use the deliverables explicitly identified in the SOW for your internal business purposes.
5.2 If the SOW states that certain deliverables are to be assigned, Hexis Labs will assign those deliverables upon full payment of all amounts due, while retaining rights to underlying Hexis Labs Materials, which may be reused in other projects.
5.3 You grant Hexis Labs a non-exclusive, royalty-free license to use your logos and name in a list of clients and basic case descriptions, unless you expressly object in writing.
6. Confidentiality
6.1 Each party may receive or have access to confidential or proprietary information of the other party, including business, technical, financial and customer information ("Confidential Information").
6.2 The receiving party will:
- Use the Confidential Information solely for performing or receiving the Services;
- Protect the Confidential Information with at least the same degree of care it uses for its own similar information, and in no event less than reasonable care; and
- Not disclose the Confidential Information to any third party, except to its employees, contractors and advisors subject to confidentiality obligations at least as protective as those in this Agreement.
6.3 Confidential Information does not include information that:
- Is or becomes publicly available through no breach of this Agreement;
- Was lawfully known to the receiving party before disclosure;
- Is independently developed by the receiving party without use of the disclosing party's Confidential Information; or
- Is rightfully received from a third party without restriction.
7. Data Protection & Security
7.1 Each party will comply with applicable data protection laws with respect to any personal data processed in connection with the Services.
7.2 Hexis Labs will implement reasonable and appropriate technical and organizational measures designed to protect Client data against unauthorized access, disclosure, alteration or destruction.
7.3 If the Services involve processing personal data on your behalf and data processing terms are required by law, the parties will enter into a separate data processing agreement as needed.
8. Warranties & Disclaimers
8.1 Hexis Labs will perform the Services in a professional and workmanlike manner using personnel with appropriate skills and experience.
8.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY APPLICABLE SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND HEXIS LABS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
9. Limitation of Liability
9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEXIS LABS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL SOWS, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO HEXIS LABS UNDER THE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.
10. Term & Termination
10.1 This Agreement begins on the date you first accept it (for example, by signing an SOW or engaging Hexis Labs) and continues until terminated by either party in accordance with this Section.
10.2 Either party may terminate this Agreement or any SOW for convenience upon thirty (30) days' prior written notice, unless the SOW specifies a different notice period.
10.3 Either party may terminate this Agreement or any SOW immediately upon written notice if the other party:
- Materially breaches this Agreement or the SOW and fails to remedy the breach within thirty (30) days after receiving written notice describing the breach; or
- Becomes insolvent, files for bankruptcy or is subject to any similar proceedings.
10.4 Upon termination, you will pay Hexis Labs for all Services performed and expenses incurred up to the effective date of termination. Sections that by their nature should survive termination (including Fees & Payment, Intellectual Property, Confidentiality, Warranties, Limitation of Liability and Governing Law) will survive.
11. Non-Solicitation
11.1 During the term of this Agreement and for twelve (12) months thereafter, neither party will knowingly solicit for employment any employee of the other party who was directly involved in the provision or receipt of the Services, without the prior written consent of the other party. This does not restrict general job advertisements or responses to such advertisements.
12. Governing Law & Dispute Resolution
12.1 This Agreement will be governed by and construed in accordance with the laws of the State of Wyoming, United States, without giving effect to any choice or conflict of law rules.
12.2 Any disputes arising out of or in connection with this Agreement will first be discussed in good faith between senior representatives of the parties. If the dispute is not resolved within thirty (30) days, either party may submit the dispute to the competent state or federal courts located in the State of Wyoming, and the parties consent to such exclusive jurisdiction and venue.
13. Miscellaneous
13.1 This Agreement, together with any SOWs, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous communications and proposals.
13.2 Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign it without consent in connection with a merger, acquisition or sale of substantially all of its assets.
13.3 Any notices under this Agreement must be in writing and will be deemed given when delivered personally, sent by reputable courier service, or sent by email with confirmation of transmission to the contact details specified in the SOW or otherwise notified in writing.
13.4 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
13.5 No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
Note: These Terms & Conditions are intended as a general framework for commercial engagements. You should consult with your own legal counsel to ensure that this Agreement meets your specific legal and regulatory requirements.