These Terms of Service (“Terms”) are a binding agreement between Ergon Labs LLC (“Ergon Labs,” “we,” “us,” or “our”), a New York limited liability company, and the business entity or individual that engages our services or accesses our client dashboard (“Client,” “you,” or “your”). They govern all engagements with Ergon Labs and all use of our website at ergonlabs.co (the “Site”), our client dashboard (the “Dashboard”), and the services we provide (collectively, the “Services”).
Please read these Terms carefully. They include an agreement to resolve disputes through binding arbitration and a waiver of class actions (see Section 17), and they limit our liability to you (see Section 13).
1. Acceptance of these Terms
By signing a Statement of Work (“SOW”), submitting or accepting an order form, accessing the Dashboard, or otherwise using the Services, you confirm that:
(a) you have the authority to bind the Client entity to these Terms;
(b) the Client agrees to be bound by these Terms; and
(c) the Client is a business or professional acting in a commercial capacity, not a consumer.
These Terms apply to every engagement unless a separate written agreement signed by both parties expressly states that it supersedes them. If you do not agree to these Terms, do not use the Services.
2. Definitions
“Background IP” — tools, frameworks, templates, methodologies, and know-how owned or developed by Ergon Labs independently of any engagement.
“Change Order” — a written, mutually agreed modification to the scope, price, or timeline of an engagement.
“Deliverables” — the automation workflows, configurations, documentation, and other work product Ergon Labs creates specifically for a Client under an SOW.
“Client Data” — data, content, and materials that Client provides to, or authorizes Ergon Labs to access on Client’s behalf, in connection with the Services.
“Order Form” — a simplified ordering document used for productized offers in lieu of a full SOW.
“Statement of Work” or “SOW” — a document describing the scope, deliverables, pricing, and timeline of a specific project engagement.
“Services” — the AI automation design, build, maintenance, and related services provided by Ergon Labs, together with the Site and Dashboard.
3. Description of the Services
Ergon Labs is a New York-based AI automation agency. We design, build, and maintain custom automation systems for small and mid-size businesses. Our core offerings are:
Projects — fixed-scope, fixed-price engagements to design and deploy AI automation workflows. Each project is governed by an SOW.
Retainers — monthly support and optimization agreements available after successful project delivery. Each retainer tier provides an allocated bank of support hours for ongoing maintenance, monitoring, and improvements.
Productized offers — pre-scoped, flat-fee automation packages for specific industries, delivered under a simplified Order Form.
We use third-party platforms, APIs, and AI tools to deliver the Services. Our obligation is to the outcome described in the applicable SOW or Order Form, not to any specific underlying technology. We may choose, substitute, or change the tools we use to achieve that outcome, provided doing so does not materially reduce the agreed functionality.
4. Eligibility and accounts
Business use only. The Services are intended solely for businesses and professionals acting in a commercial capacity. You must be at least 18 years old and authorized to act on behalf of the Client.
Account creation. Client accounts are created by Ergon Labs as part of assisted onboarding, typically after an SOW is signed and the deposit is paid. Access is provisioned by magic-link invitation.
Account security. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly at ergonlabsllc@gmail.com if you suspect unauthorized access.
Authorized users. You may invite team members to your Client account. You are responsible for your authorized users’ compliance with these Terms.
5. Engagement structure: Statements of Work and Order Forms
SOWs. Each project engagement is governed by an SOW specifying scope, deliverables, pricing, and timeline. An SOW becomes binding when signed by an authorized representative of each party and the required deposit is received.
Order Forms. Productized offers may use a simplified Order Form instead of a full SOW. The Order Form together with these Terms constitutes the complete agreement for those engagements.
Scope and Change Orders. Work not described in the SOW is out of scope. Any addition or material modification requires a written Change Order agreed by both parties before the additional work begins. Change Orders may affect price and timeline.
New workflows. A request for a new automation workflow is scoped as a new project, not fulfilled from an existing retainer’s hour bank.
Acceptance. After delivery, Client has five (5) business days to review the Deliverables and notify Ergon Labs in writing of any material defect or deviation from the SOW. If Client does not do so within five business days, the Deliverables are deemed accepted. Acceptance releases the final payment milestone, if any.
6. Fees and payment
Project deposit. A non-refundable deposit of fifty percent (50%) of the total project fee is due before work begins. Work does not commence until the deposit is received. The remaining balance is due upon delivery or per the milestone schedule in the SOW.
Retainer billing. Retainer fees are billed monthly, in advance, on the first day of each billing period. The first payment is due before the retainer begins. Retainers carry a three-month minimum term; Client-initiated cancellation is not available until after the third billing period has been paid.
Hour bank. Each retainer tier includes an allocated number of support hours per month. Unused hours roll over to the immediately following month only; they do not accumulate beyond one additional month and have no cash value.
Overages. Work requested beyond the monthly hour bank is billed at $125.00 per hour. Ergon Labs will not perform overage work without prior written approval from Client. There are no silent overages.
Payment method. Payments are processed through Stripe (credit card or ACH debit). You are responsible for keeping valid payment information on file.
Currency. All fees are stated and payable in U.S. dollars (USD).
Late payments. Ergon Labs may suspend the Services for any account more than thirty (30) days past due. We may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection.
Refunds. Deposits and fees paid for work already commenced or delivered are non-refundable. If Ergon Labs cancels an engagement before work commences, any deposit paid is refunded in full.
Expenses. Unless stated otherwise in the SOW, fees are inclusive of Ergon Labs’ labor. Third-party costs (for example, subscriptions or usage fees for platforms in your name) are your responsibility.
Taxes. Fees are exclusive of applicable taxes. You are responsible for all sales, use, and similar taxes, duties, or levies imposed on the Services, other than taxes on Ergon Labs’ net income.
7. Client responsibilities
To enable us to perform the Services, you agree to:
Cooperate and provide access — supply the information, materials, decisions, approvals, and system access we reasonably need, in a timely manner. Delays in your cooperation may affect timelines and are not our responsibility.
Provide accurate information — ensure the information and Client Data you provide is accurate and up to date.
Hold necessary rights — warrant that you have all rights, licenses, consents, and authorizations necessary to provide the Client Data and third-party account access you give us, and that doing so does not violate any law or third-party right.
Maintain third-party accounts — obtain and maintain any third-party platform accounts, subscriptions, or licenses required for your workflows, and comply with those platforms’ terms.
Use the Services lawfully — not use the Services or any Deliverable to violate law or the rights of others, including for political-campaign AI, disinformation, bot-detection evasion, or human impersonation without disclosure, each of which is prohibited.
8. Third-party platforms and AI tools
The Services rely on third-party platforms, APIs, and AI tools (including AI models from Anthropic and Google). You acknowledge that:
Those platforms are governed by their own terms, and Ergon Labs is not responsible for their acts, omissions, availability, pricing, or changes.
Third-party services may change, impose rate limits, deprecate features, or become unavailable, and Ergon Labs is not liable for disruptions caused by third parties outside its reasonable control.
AI outputs may be inaccurate, incomplete, or inconsistent. We test workflows before delivery, but we do not warrant the accuracy or reliability of AI-generated output beyond the testing conducted for the engagement. You are responsible for human review where accuracy matters.
9. Intellectual property
Client ownership of Deliverables. Upon receipt of full payment for an engagement, Ergon Labs assigns to Client all right, title, and interest in the custom Deliverables created specifically for that engagement, including associated documentation. Until full payment is received, Ergon Labs retains all ownership rights.
Background IP. Ergon Labs retains ownership of all Background IP. To the extent Background IP is embedded in a Deliverable, Ergon Labs grants Client a non-exclusive, perpetual, worldwide, royalty-free license to use that Background IP solely as embedded in the Deliverable.
Third-party tools. Deliverables may incorporate third-party platforms, APIs, and AI services governed by their own license terms. Client is responsible for obtaining and maintaining any accounts or licenses required for the third-party tools specified in the SOW.
Client Data. Client retains all right, title, and interest in Client Data. Client grants Ergon Labs a limited, non-exclusive license to use Client Data solely to perform the Services under these Terms.
Feedback. If you provide suggestions or feedback about the Services, we may use it without restriction or obligation to you.
10. Confidentiality
Obligation. Each party (“Receiving Party”) agrees to hold in confidence, and not to disclose, the other party’s (“Disclosing Party”) non-public technical, business, financial, or operational information disclosed in connection with an engagement (“Confidential Information”), and to use it only to perform or receive the Services.
Exclusions. Confidential Information does not include information that: (a) is or becomes public through no breach by the Receiving Party; (b) was rightfully known before disclosure; (c) is independently developed without use of the Disclosing Party’s information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice where legally permitted.
Duration. Confidentiality obligations survive termination or expiration of any engagement for a period of three (3) years.
Portfolio rights. Unless Client requests otherwise in writing, Ergon Labs may describe the general nature of an engagement (for example, the industry and type of automation) for marketing purposes, without disclosing Client’s name, proprietary data, or specific workflow details.
11. Data protection and privacy
Privacy Policy. Ergon Labs handles data in accordance with its Privacy Policy, which is incorporated into these Terms by reference.
Client authorizations. Client is responsible for ensuring it has all necessary rights, consents, and authorizations to provide any data, business information, or third-party credentials to Ergon Labs for use in performing the Services.
No PHI. Ergon Labs does not store Protected Health Information (“PHI”) as defined under HIPAA. Engagements involving healthcare clients are scoped so that PHI remains within Client-controlled systems at all times. Client must inform Ergon Labs in writing before providing access to any system containing PHI.
Client Data ownership and export. Client owns all Client Data. On written request, Ergon Labs will provide an export of Client Data in a common machine-readable format within fifteen (15) business days.
12. Warranties and disclaimers
Ergon Labs warranty. Ergon Labs warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Ergon Labs provides a thirty (30) day warranty period following delivery, during which it will, at no additional charge, correct material defects in the Deliverables that deviate from the accepted SOW.
Client warranty. Client warrants that it has all rights, licenses, and permissions necessary to provide the Client Data and system access it gives Ergon Labs, and that doing so does not violate any law or third-party right.
Disclaimer of implied warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ERGON LABS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.
AI and third-party platforms. ERGON LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT AI-GENERATED OUTPUTS WILL BE ACCURATE OR RELIABLE BEYOND THE TESTING CONDUCTED FOR THE ENGAGEMENT.
13. Limitation of liability
Cap on liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ERGON LABS’ TOTAL CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO ERGON LABS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Exclusion of indirect damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Application. These limitations apply regardless of the form of action (contract, tort, strict liability, or otherwise) and to the fullest extent permitted by law. Some jurisdictions do not allow certain limitations, in which case the above applies to the maximum extent permitted.
14. Indemnification
By Client. Client will defend, indemnify, and hold harmless Ergon Labs and its members, officers, and agents from and against any third-party claims, damages, liabilities, and reasonable expenses (including attorneys’ fees) arising out of: (a) Client Data or Client’s provision of it; (b) Client’s use of the Deliverables or the Services in violation of these Terms or applicable law; or (c) Client’s breach of its warranties in Section 12.
By Ergon Labs. Ergon Labs will defend, indemnify, and hold harmless Client from and against third-party claims that the Deliverables, as delivered by Ergon Labs and used as permitted, infringe that third party’s U.S. intellectual property rights, except to the extent the claim arises from Client Data, Client’s modifications, or third-party tools specified by Client.
Process. The indemnified party will promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense, and reasonably cooperate. This section states the indemnifying party’s entire liability for the claims described.
15. Term, suspension, and termination
Term. These Terms apply from your first use of the Services and continue until all engagements are completed or terminated.
Termination for convenience. Either party may terminate an ongoing retainer with thirty (30) days’ written notice, subject to the three-month minimum term in Section 6. Either party may terminate a project engagement with thirty (30) days’ written notice, provided all fees for work completed through the notice period are paid.
Termination for cause. Either party may terminate immediately on written notice if the other materially breaches these Terms and fails to cure within ten (10) business days of written notice specifying the breach. Ergon Labs may also terminate immediately for non-payment of any invoice more than thirty (30) days past due.
Suspension. Ergon Labs may suspend access to the Services for non-payment, suspected security risk, or violation of these Terms, with notice where practicable.
Effect of termination. On termination: (a) all fees for work completed or in progress become immediately due and payable; (b) the 50% project deposit is non-refundable if work has commenced; (c) Ergon Labs will deliver all completed work product within fifteen (15) business days; and (d) each party will promptly return or destroy the other’s Confidential Information on request.
Survival. Sections 6 (accrued fees), 9, 10, 11, 12 (disclaimers), 13, 14, 17, and 18 survive termination or expiration.
16. Publicity
Except as permitted under Section 10 (Portfolio rights), neither party will use the other’s name, logo, or trademarks in publicity without prior written consent. Client may request in writing that Ergon Labs not reference the engagement in any form.
17. Governing law and dispute resolution
Governing law. These Terms and all engagements are governed by the laws of the State of New York, without regard to its conflict-of-law principles.
Negotiation and mediation. Before initiating formal proceedings, the parties will attempt in good faith to resolve any dispute through negotiation. If negotiation does not resolve the dispute within thirty (30) days, the parties will attempt non-binding mediation with a mutually agreed mediator in Suffolk County, New York, before proceeding to arbitration.
Binding arbitration. If mediation does not resolve the dispute, it will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, seated in Suffolk County, New York. The arbitrator’s award is final and binding and may be entered as a judgment in any court of competent jurisdiction.
Class-action waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party’s claims.
Injunctive relief. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction in Suffolk County, New York, to protect its intellectual property or Confidential Information, without waiving the right to arbitration.
Time to bring a claim. Any claim arising out of or relating to these Terms must be brought within one (1) year after the claim accrues, or it is permanently barred, to the extent permitted by law.
18. General provisions
Entire agreement. These Terms, together with any applicable SOW or Order Form and the Privacy Policy, constitute the entire agreement between the parties on this subject and supersede all prior negotiations, representations, or understandings.
Order of precedence. If there is a conflict, a signed SOW or Order Form controls over these Terms for the specific engagement it governs, and these Terms control over the Privacy Policy on matters of commercial terms.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
Assignment. Client may not assign these Terms or any engagement without Ergon Labs’ prior written consent. Ergon Labs may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets.
Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
No waiver. Failure to enforce any provision on any occasion does not waive the right to enforce it later.
Force majeure. Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, internet or utility disruptions, third-party service outages, labor disputes, or government actions, provided the affected party gives prompt notice and resumes performance as soon as practicable.
Notices. Legal notices to Ergon Labs must be sent in writing to ergonlabsllc@gmail.com and to the address in Section 20; notices to Client may be sent to the email address on file. Notices are effective on confirmed receipt.
Electronic acceptance. You agree that electronic signatures, acceptances, and records are valid and have the same effect as handwritten signatures and paper records.
Headings. Section headings are for convenience only and do not affect interpretation.
19. Changes to these Terms
Ergon Labs may update these Terms from time to time. For material changes, we will provide at least thirty (30) days’ advance notice by email to the address on file before the new Terms take effect. Material changes do not retroactively affect in-progress engagements governed by a signed SOW unless both parties agree in writing. Continued use of the Dashboard, or commencement of a new engagement, after the effective date of an update constitutes acceptance of the revised Terms.
20. Contact
Questions about these Terms should be directed to:
Ergon Labs LLC
4 Redbud Court
Miller Place, NY 11764
United States
Email: ergonlabsllc@gmail.com
Website: ergonlabs.co