Terms of Service

Welcome to PROGMATICLABS. These Terms of Service ("Terms") govern your use of our software testing and quality assurance services ("Services"). By accessing or using our Services, you agree to be bound by these Terms.

1. Services Overview

PROGMATICLABS provides comprehensive software testing services including but not limited to:

• Manual and automated testing services
• Performance and load testing
• Security testing and vulnerability assessment
• Mobile application testing
• Test automation framework development
• Quality assurance consulting

2. Service Engagement

2.1 Project Initiation

Services will be initiated upon receipt of a signed statement of work ("SOW") or service agreement that outlines the scope, deliverables, timeline, and fees.

2.2 Client Responsibilities

Client agrees to:

• Provide timely access to necessary systems, applications, and documentation
• Designate a project manager or point of contact
• Provide timely feedback and approvals as needed
• Ensure all necessary licenses and permissions are obtained

3. Fees and Payment

3.1 Service Fees

Fees for Services will be as specified in the applicable SOW or service agreement. Unless otherwise stated, all fees are quoted in USD and are exclusive of taxes.

3.2 Payment Terms

Payment terms are net 30 days from the date of invoice, unless otherwise specified in the SOW. Late payments may be subject to interest charges of 1.5% per month or the maximum rate allowed by law.

3.3 Expenses

Client will reimburse PROGMATICLABS for reasonable out-of-pocket expenses incurred in connection with the Services, provided such expenses are pre-approved in writing by Client.

4. Intellectual Property

4.1 Client Materials

Client retains all right, title, and interest in and to any software, documentation, or other materials provided to PROGMATICLABS for the performance of Services ("Client Materials").

4.2 Deliverables

Upon full payment of all fees, Client will own all Deliverables specifically created for Client as part of the Services, excluding any PROGMATICLABS pre-existing intellectual property.

4.3 License to Use

Client grants PROGMATICLABS a limited, non-exclusive license to use Client Materials solely for the purpose of providing the Services.

5. Confidentiality

Both parties agree to maintain the confidentiality of all confidential information exchanged in connection with the Services. This obligation will survive for a period of five (5) years after the termination of these Terms.

6. Warranties and Disclaimers

6.1 Service Warranty

PROGMATICLABS warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

6.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, PROGMATICLABS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) THE USE OR INABILITY TO USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

8. Term and Termination

8.1 Term

These Terms remain in effect until all Services under all SOWs have been completed or these Terms are terminated as provided herein.

8.2 Termination for Cause

Either party may terminate these Terms or any SOW for material breach by the other party that remains uncured for thirty (30) days after written notice.

8.3 Effect of Termination

Upon termination, Client shall pay PROGMATICLABS for all Services performed and expenses incurred up to the date of termination.

9. General Provisions

9.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles.

9.2 Entire Agreement

These Terms, together with any SOWs, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.

9.3 Amendments

Any amendments or modifications to these Terms must be in writing and signed by both parties.

9.4 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control.

9.5 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of all or substantially all of its assets.