These terms govern work with RushLabs LLC. They're written to be read. If anything here is unclear, ask — we'd rather explain a clause than enforce a misunderstanding.
1. Who we are
RushLabs LLC ("RushLabs", "we", "us") is an Oregon limited liability company providing software engineering and business analysis services. "Client" ("you") means the party purchasing those services.
2. The agreement
Each engagement is defined by a statement of work ("SOW") that references these terms. Together, the SOW and these terms are the full agreement for that engagement. If a SOW conflicts with these terms, the SOW wins for that engagement.
3. Services and scope
RushLabs provides the services described in the SOW. Anything not written down is out of scope. Third-party costs — hosting, licenses, paid APIs — are billed to you directly. We flag them before they're incurred, in writing, with a number attached.
4. Changes
Either party can propose a change. The process is short on purpose:
- The proposing party describes the change and the reason for it.
- RushLabs replies with the impact on scope, price, and schedule.
- Nothing changes until both parties confirm in writing. Email counts.
5. Fees and payment
Invoices are due within 30 days. Late amounts accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower. Disputed line items must be raised before the due date; undisputed amounts remain payable. If an invoice is more than 30 days past due, RushLabs may pause work until the account is current.
Plain-language summary: pay within 30 days, question anything that looks wrong before the due date, and we'll always show the math.
6. Client responsibilities
- Provide timely access to the people, systems, and information the work requires.
- Review and respond to deliverables and questions within a reasonable time.
- Use the deliverables lawfully and ensure any materials you provide don't infringe anyone's rights.
Delays caused by missing access or feedback extend the schedule and may affect fixed-price quotes.
7. Intellectual property
On full payment, deliverables belong to you. RushLabs keeps ownership of pre-existing tools and libraries, and grants you a perpetual, non-exclusive license to use them as embedded in the deliverables. Until payment clears, deliverables remain RushLabs property.
RushLabs may identify you as a client and describe the work in general terms in its portfolio, unless the SOW says otherwise or you ask us not to.
8. Confidentiality
Each party keeps the other's non-public information confidential and uses it only for the engagement. This survives the end of the engagement. It doesn't cover information that's already public, independently developed, or required to be disclosed by law — and if the law requires disclosure, we'll tell you first where permitted.
9. Warranties and disclaimers
RushLabs warrants that services are performed in a professional, workmanlike manner. Beyond that, deliverables are provided as is. We don't warrant that software will be error-free or uninterrupted. No other warranties — express, implied, statutory, including merchantability and fitness for a particular purpose — apply.
10. Limitation of liability
Neither party is liable for indirect, incidental, consequential, or punitive damages, or lost profits or data. RushLabs' total liability under an engagement is capped at the fees you paid RushLabs in the 12 months before the claim arose. These limits don't apply to breaches of confidentiality or a party's indemnification obligations.
11. Indemnification
You will defend and indemnify RushLabs against third-party claims arising from materials you provided or your use of deliverables in ways the agreement doesn't allow. RushLabs will defend and indemnify you against third-party claims that deliverables, as delivered, infringe a U.S. copyright or trade secret — provided the claim doesn't arise from your materials, modifications, or combinations we didn't make.
12. Term and termination
Either party may terminate an engagement with 14 days' written notice. You pay for work performed and non-cancelable costs incurred through the termination date; RushLabs delivers work in progress once the account is settled. Either party may terminate immediately if the other materially breaches and doesn't cure within 14 days of written notice.
13. Disputes
Before anyone files suit, the parties will attempt in good faith to resolve the dispute through mediation with a mutually agreed mediator in Oregon, costs split evenly. If mediation doesn't resolve it within 60 days, either party may proceed in the state or federal courts located in Oregon, and both parties consent to that venue. This agreement is governed by the laws of the State of Oregon, without regard to conflict-of-law rules.
14. General
- Independent contractor. RushLabs is an independent contractor, not an employee, partner, or agent.
- Assignment. Neither party may assign the agreement without the other's written consent, except in a merger or sale of substantially all assets.
- Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
- Severability. If a clause is unenforceable, the rest stands.
- Updates. We may update these terms; the version referenced by your SOW is the one that applies to it. Material changes are posted here with a new effective date.
15. Contact
Questions about these terms go to legal@rushlabs.dev. The point first, context after — we reply the same way.