Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, products, and services provided by Woodley Labs LLC ("Woodley Labs," "we," "us"), including woodleylabs.com and the Civiq platform (together, the "Services"). By accessing or using the Services, you agree to these Terms.

1 Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services. By using the Services, you represent that you meet these requirements and that any information you provide is accurate.

2 Services and quotes

• Descriptions of services on our website (including "$0 down" promotions) are marketing summaries, not offers to contract. Any specific project engagement is governed by a written proposal, statement of work, or service agreement signed by both parties.
• Timelines, deliverables, revisions, and pricing are set out in that proposal or agreement. In the event of a conflict, the signed engagement documents control.

3 Payment

• Fees are as stated in the applicable proposal or agreement.
• Payments are due on the terms specified there. Late payments may incur a reasonable late fee and may result in suspension of work.
• Unless expressly stated, fees do not include applicable taxes; you are responsible for taxes owed on the Services.

4 Acceptable use

You agree not to:

• Use the Services in violation of any law or third-party right.
• Attempt to gain unauthorized access to any part of the Services, other users' data, or related systems.
• Introduce malware, viruses, or harmful code, or otherwise interfere with the Services.
• Use the Services to send spam or unsolicited communications.
• Reverse-engineer, scrape, or resell the Services without our written permission.

5 Content and intellectual property

• Your content. You retain ownership of the content you submit to the Services. You grant Woodley Labs a limited license to host, process, display, and transmit your content solely to provide and improve the Services.
• Deliverables. Ownership of custom deliverables from an engagement transfers as set out in the applicable proposal or agreement, typically upon full payment.
• Our IP. Woodley Labs retains all rights in the underlying tools, libraries, methodologies, and know-how used to create deliverables, and in the Woodley Labs and Civiq names, logos, and trademarks.

6 Third-party services

The Services may rely on or interoperate with third-party services (e.g. Supabase, Plaid, Cloudflare, Google, Meta). Those services are governed by their own terms and privacy policies, and Woodley Labs is not responsible for them.

7 Disclaimers

Except as expressly stated in a written engagement agreement, the Services are provided "as is" and "as available," without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or fully secure.

8 Limitation of liability

To the maximum extent permitted by law, Woodley Labs and its owners, employees, and contractors will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to your use of the Services. Our aggregate liability arising out of or relating to the Services will not exceed the greater of the amounts you paid to Woodley Labs in the twelve (12) months preceding the event giving rise to the claim, or US$100.

9 Indemnification

You agree to indemnify and hold harmless Woodley Labs LLC from any claims, damages, or expenses (including reasonable attorneys' fees) arising out of your content, your use of the Services in violation of these Terms, or your violation of any law or third-party right.

10 Termination

We may suspend or terminate your access to the Services if you breach these Terms, if required by law, or if your use poses a risk to us or other users. You may stop using the Services at any time. Provisions that by their nature should survive termination (including IP, disclaimers, limitations of liability, and governing law) will survive.

11 Governing law

These Terms are governed by the laws of the state where Woodley Labs LLC is registered, without regard to its conflict-of-laws principles. Disputes will be resolved in the state or federal courts located in that state, and you consent to their exclusive jurisdiction.

12 Changes

We may update these Terms from time to time. If a change is material, we will provide reasonable notice (for example, by posting a notice on the site or emailing you). Your continued use of the Services after the change becomes effective constitutes acceptance.