Terms of Service

Last updated: January 2025

1. Acceptance of Terms

By accessing or using the website operated by Kortex Digital Labs LLC ("Kortex," "we," "us," or "our") at kortexdigitallabs.com (the "Site"), or by engaging our professional services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to all of these Terms, you must not use the Site or our services.

These Terms apply to all visitors, users, clients, and any other persons who access or use the Site. We reserve the right to update or modify these Terms at any time. Material changes will be communicated via the Site or direct email to active clients. Continued use of the Site following any changes constitutes acceptance of the revised Terms.

2. Description of Services

Kortex Digital Labs is a digital agency providing the following professional services:

  • Custom web design and development (marketing sites, web applications, e-commerce platforms)
  • AI integration and automation solutions (chatbots, recommendation engines, intelligent search)
  • Mobile application development (cross-platform and native)
  • Brand identity design (logos, visual systems, brand guidelines)
  • HIPAA-compliant healthcare web platforms for medical practices
  • Ongoing maintenance, hosting management, and technical support

The specific scope, deliverables, timelines, and pricing for each engagement are defined in individual project agreements, statements of work, or proposals provided to the client prior to the commencement of work.

3. Client Engagements

All client engagements are governed by a signed project agreement or statement of work ("SOW") that supplements these Terms. The SOW will include:

  • Detailed project scope, objectives, and deliverables
  • Timeline with milestones and estimated completion dates
  • Pricing structure and payment schedule
  • Client responsibilities, including content delivery, feedback timelines, and approval processes
  • Revision policy and change order procedures

In the event of a conflict between these Terms and a signed SOW, the SOW shall govern with respect to the specific engagement. Delays caused by late client feedback, content delivery, or approval may result in adjusted timelines, and Kortex shall not be held responsible for such delays.

4. Payment Terms

Payment terms are structured as follows unless otherwise specified in the project agreement:

  • Milestone-based billing: Projects are billed at defined milestones (typically deposit, mid-project, and final delivery). Specific milestone amounts are outlined in the SOW.
  • Payment methods: We accept payment via credit card, debit card, and ACH transfer through our secure payment processor, Stripe. All payment processing is PCI-DSS Level 1 compliant.
  • Invoice terms: Invoices are due within 15 days of issuance unless otherwise agreed in writing.
  • Late payments: Invoices unpaid after 30 days may incur a late fee of 1.5% per month on the outstanding balance. Kortex reserves the right to suspend work on active projects if invoices remain unpaid for more than 45 days.
  • Deposits: A non-refundable deposit (typically 30-50% of the project total) is required before work begins. The deposit secures your position in our production schedule.

5. Intellectual Property

Intellectual property rights are allocated as follows:

  • Client deliverables: Upon final payment in full, the client receives full ownership of all custom-designed deliverables created specifically for their project, including custom designs, custom code written exclusively for the project, content, and branding assets.
  • Reusable frameworks and tools: Kortex retains ownership of all proprietary frameworks, libraries, boilerplate code, development tools, and methodologies that are used across multiple client projects. These are licensed to the client for use within their project but are not transferred.
  • Third-party assets: Any third-party software, fonts, images, or services integrated into the project are subject to their respective license terms. The client is responsible for maintaining valid licenses where applicable.
  • Portfolio rights: Kortex retains the right to display completed work in our portfolio, case studies, and marketing materials unless the client requests exclusion in writing prior to project commencement. Confidential or sensitive project details will not be disclosed without explicit written consent.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary and sensitive information exchanged during the course of an engagement. Confidential information includes, but is not limited to:

  • Business strategies, financial data, and trade secrets
  • Project specifications, technical documentation, and source code
  • Customer data, user information, and analytics
  • Any information marked as confidential or that a reasonable person would understand to be confidential

Confidential information shall not be disclosed to third parties without prior written consent, except as required by law or to authorized subcontractors bound by equivalent confidentiality obligations. A formal non-disclosure agreement (NDA) is available upon request for engagements involving particularly sensitive information.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

  • Kortex Digital Labs shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, arising from or related to the use of our Site or services.
  • Our total aggregate liability for any claims arising under these Terms or any project agreement shall not exceed the total amount paid by the client to Kortex for the specific project giving rise to the claim.
  • We do not warrant that the Site will be uninterrupted, error-free, or completely secure, although we take commercially reasonable measures to ensure reliability and security.
  • Kortex is not responsible for any third-party service outages, API changes, or policy modifications that may affect delivered projects, though we will make commercially reasonable efforts to address such issues.

8. Termination

Either party may terminate a project engagement under the following conditions:

  • By either party: With 30 days written notice to the other party. Written notice may be delivered via email to the project contact addresses on file.
  • Payment for work completed: Upon termination, the client shall pay for all work completed up to the termination date, including any work-in-progress at the current milestone rate. Deposits are non-refundable.
  • Deliverable handoff: Kortex will provide all completed deliverables and project files to the client within 14 days of final payment for work completed.
  • Immediate termination: Either party may terminate immediately in cases of material breach, including non-payment exceeding 60 days, violation of confidentiality obligations, or illegal activity.

9. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any disputes arising from or relating to these Terms or any project engagement shall be resolved in the state or federal courts located in Bexar County, Texas, and both parties consent to the personal jurisdiction of such courts.

Before initiating formal legal proceedings, both parties agree to make a good-faith effort to resolve disputes through direct negotiation. If negotiation is unsuccessful, the parties agree to attempt mediation before proceeding to litigation.

10. Contact

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