Terms of Service

1. Engagements & Statements of Work (SOW)

These Terms of Service (“Terms”) govern your use of our website (molvernlabs.com) and establish the master legal framework under which Molvern Labs delivers bespoke software engineering, architecture, and consulting services.

All specific client engagements are executed through a written Statement of Work (SOW) or Project Proposal detailing:

• Specific feature deliverables and architectural blueprints.
• Agreed sprint milestones, acceptance criteria, and delivery timelines.
• Project milestone pricing, deposit terms, and payment schedules.

2. Intellectual Property & Source Code Ownership

We believe in absolute transparency and zero vendor lock-in:

• Custom Foreground Deliverables (100% Client Owned): Upon receipt of full payment for contracted milestones, all custom software, bespoke backend logic, schema designs, frontend components, and documentation authored specifically for your project become your sole and exclusive property.
• Background IP & Developer Frameworks: Molvern Labs retains ownership of its pre-existing, reusable developer utilities, scaffolding tools, and foundational libraries (“Background IP”). Molvern Labs grants the client a perpetual, worldwide, irrevocable, royalty-free, transferable license to use, modify, host, and deploy all embedded Background IP without restriction.
• Open Source Integrity: We utilize industry-standard, permissive open-source technologies (e.g. MIT/Apache licensed frameworks). We do not incorporate restrictive copyleft GPL components that would compromise your proprietary commercial code.

3. Acceptance Testing & Milestone Sign-off

To ensure high engineering velocity and aligned expectations:

• Upon delivery of a project milestone to a staging environment, the client has a formal review period of ten (10) business days to conduct acceptance testing against the agreed SOW specifications.
• If any reproducible defects or deviations are identified, Molvern Labs will promptly remediate them at no extra charge.
• If no written defect notices are submitted within the review period, the milestone is deemed accepted, and development progresses to subsequent sprints.

4. Post-Launch Warranty & Hypercare Period

Every custom system we engineer is backed by our dedicated Post-Launch Warranty:

• Bug-Fix Guarantee: For a period of thirty (30) to sixty (60) days following production deployment (as specified in your SOW), Molvern Labs will resolve any functional bugs, logic defects, or performance deviations from the original SOW at zero additional cost.
• Exclusions: The warranty covers original Molvern Labs codebase logic and does not apply to defects arising from unauthorized client code modifications, breaking changes introduced by third-party external APIs, or client server/infrastructure failures.

5. Payment Terms, Invoicing & Milestones

Our engineering services follow clear milestone-based invoicing:

• Initial Project Deposit: A commencement deposit (typically 30–50%) is required to schedule engineering resources and initiate sprint discovery.
• Milestone Payments: Invoices are issued upon verified completion and acceptance of agreed development milestones.
• Payment Due Date: Invoices are payable within fourteen (14) calendar days of issuance via wire transfer, ACH, or credit card.

6. Mutual Confidentiality & NDAs

Both parties agree to hold all proprietary technical specifications, internal business metrics, product roadmaps, and trade secrets in strict confidence using the same degree of care as their own proprietary assets. Confidentiality obligations survive termination of the project for a minimum period of three (3) years.

7. Limitation of Liability & Mutual Caps

To maintain fair and proportionate commercial risk:

• Mutual Aggregate Liability Cap: To the maximum extent permitted by applicable law, the total cumulative liability of either party arising out of any SOW shall be strictly capped at the total fees actually paid by the client to Molvern Labs under that specific SOW in the twelve (12) months preceding the claim.
• Consequential Damages Waiver: Neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, including loss of anticipated profits or business interruption.

8. Term, Suspension & Orderly Termination

Either party may terminate an active engagement under the following conditions:

• Termination for Convenience: Either party may terminate a project with thirty (30) days written notice. In such event, the client pays pro-rata for all completed and accepted milestone work up to the termination date.
• Orderly Repository Handover: Upon receipt of payment for work performed, Molvern Labs will immediately transfer all completed code repositories, design files, staging assets, and deployment documentation to the client.

9. Governing Law & Dispute Escalation

In the unlikely event of a commercial disagreement, both parties commit to an initial fifteen (15) day good-faith executive escalation process. These Terms and any associated SOWs shall be governed by and construed in accordance with applicable commercial laws, without regard to conflicts of law provisions.

10. Inquiries & Master Agreement Inquiries

For custom Master Services Agreements (MSA), enterprise vendor onboarding, or legal clarifications, please reach out to our team: