Terms of Service

Agreement to Terms

These Terms of Service constitute a legally binding agreement between you and West Lab, operated by WDC LAB, located at 1298 Kifer Rd Ste 503, Sunnyvale, CA 94086-5320, United States. By accessing or using our website at www.westlab.surf or engaging our services, you agree to be bound by these Terms. If you do not agree with these Terms, please do not use our website or services.

Services Description

West Lab provides professional services in the following areas:

• Computer integrated systems design and implementation
• Management, scientific, and technical consulting services
• Scientific research and development services
• Specialized design services for computer systems
• Related professional, scientific, and technical services

Specific terms for individual service engagements will be outlined in separate service agreements or statements of work.

Use of Website

Permitted Use

You may use our website for lawful purposes only and in accordance with these Terms. You agree not to:

• Use the website in any way that violates applicable laws or regulations
• Engage in any conduct that restricts or inhibits anyone's use of the website
• Attempt to gain unauthorized access to any portion of the website or related systems
• Use any automated system to access the website in a manner that sends more requests than a human can reasonably produce
• Introduce viruses, trojans, worms, or other malicious code
• Collect or harvest any personally identifiable information from the website
• Use the website for any commercial purpose without our express written consent

Account Security

If you create an account or are provided access credentials for any of our services, you are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

Intellectual Property Rights

Our Content

The website and its entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, are owned by West Lab, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our website for your personal or internal business purposes. This license does not include any right to:

• Modify or copy the materials
• Use the materials for commercial purposes or public display
• Remove any copyright or proprietary notations
• Transfer the materials to another person or mirror the materials on any other server

Client Work Product

For services provided under separate agreements, intellectual property rights in deliverables and work product will be governed by the terms of those specific agreements.

Service Agreements

When you engage West Lab for professional services, the specific terms of the engagement will be set forth in a separate service agreement or statement of work. In the event of any conflict between these Terms of Service and a specific service agreement, the service agreement shall prevail with respect to the services covered by that agreement.

Fees and Payment

Fees for our services will be specified in individual service agreements. Unless otherwise stated:

• All fees are quoted in United States Dollars
• Payment terms will be specified in the service agreement
• Late payments may be subject to interest charges
• You are responsible for all taxes associated with the services
• Fees are non-refundable except as expressly stated in a service agreement

Confidentiality

Both parties acknowledge that during the course of our relationship, each may have access to confidential information of the other party. Each party agrees to:

• Maintain the confidentiality of such information
• Use confidential information only for the purposes of the engagement
• Not disclose confidential information to third parties without consent
• Return or destroy confidential information upon request or termination of the relationship

Specific confidentiality terms may be further detailed in separate non-disclosure agreements or service agreements.

Warranties and Disclaimers

Professional Services

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. Specific warranties for deliverables will be outlined in individual service agreements.

Website Disclaimer

The website and its content are provided on an AS IS and AS AVAILABLE basis without warranties of any kind, either express or implied. We do not warrant that:

• The website will be uninterrupted, secure, or error-free
• The results obtained from use of the website will be accurate or reliable
• Any errors in the website will be corrected

Limitation of Liability

To the fullest extent permitted by applicable law, West Lab shall not 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:

• Your access to or use of or inability to access or use the website
• Any conduct or content of any third party on the website
• Any content obtained from the website
• Unauthorized access, use, or alteration of your transmissions or content

Our total liability for any claims under these Terms shall not exceed the amount paid by you to West Lab in the twelve months preceding the claim.

Indemnification

You agree to indemnify, defend, and hold harmless West Lab, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:

• Your access to or use of the website
• Your violation of these Terms
• Your violation of any third-party rights
• Any content you provide through the website

Termination

We reserve the right to terminate or suspend your access to the website immediately, without prior notice or liability, for any reason, including breach of these Terms. Upon termination, your right to use the website will immediately cease.

Termination of service engagements will be governed by the terms of individual service agreements.

Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

Any disputes arising from these Terms or your use of our services shall be resolved through:

• Good faith negotiations between the parties
• If negotiations fail, binding arbitration in Santa Clara County, California
• Arbitration shall be conducted in accordance with the rules of the American Arbitration Association

You agree to waive any right to a jury trial or to participate in a class action lawsuit.

Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the new Terms on this page and updating the Last Updated date. Your continued use of the website after such modifications constitutes your acceptance of the updated Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.

Entire Agreement

These Terms, together with our Privacy Policy and any service agreements, constitute the entire agreement between you and West Lab regarding the use of our website and services, superseding any prior agreements.

Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Contact Information

If you have any questions about these Terms of Service, please contact us:

Acknowledgment

By using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.