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Terms of Service & Client Agreement

Effective Date: February 19, 2026  |  Last Updated: February 19, 2026

These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Client", "you", "your") and Blue Fusion Labs LLC ("BFL", "Company", "we", "us", "our"). By purchasing any package, making a deposit payment, or using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

1. Definitions

• "Services" means all web design, web development, software development, hosting, AI integration, maintenance, and related services provided by Blue Fusion Labs LLC as described in the selected package.
• "Deliverables" means all work product, code, designs, assets, and materials created by BFL under this Agreement.
• "Package" means the specific service tier selected and purchased by the Client (e.g., Starter, Professional, Business, Enterprise, VIP Elite, Partner).
• "Deposit" means the initial non-refundable payment required to begin work on a project.
• "Monthly Fee" means the recurring fee for hosting, maintenance, support, and ongoing services after project launch.
• "Project" means the complete scope of work as defined by the selected Package and any agreed-upon additions.

2. Scope of Services

BFL agrees to provide the services as described in the Client's selected Package at the time of purchase. The scope of work is limited to the features and deliverables explicitly listed in the Package description.

• Any work, features, or services not explicitly listed in the selected Package are outside the scope of this Agreement and may require additional fees.
• BFL reserves the right to determine the appropriate technology stack, architecture, hosting infrastructure, and development approach for all projects.
• Custom requests or modifications beyond the Package scope will be assessed and quoted separately. No additional work will begin without written agreement on scope and pricing.
• BFL does not guarantee any specific business outcomes, revenue increases, traffic volumes, search engine rankings, or return on investment.

3. Payment Terms & Deposits

3.1 Deposit

A non-refundable deposit is required before any work begins. The deposit amount varies by Package and is clearly stated at the time of purchase. The deposit secures your project slot in our development queue.

3.2 Remaining Balance

The remaining project balance (total Package price minus deposit) is due upon project completion, prior to final delivery and deployment to production. BFL reserves the right to withhold deployment of the final product until the remaining balance is paid in full.

3.3 Monthly Fees

Monthly hosting and maintenance fees begin upon project launch and deployment. Monthly fees are billed in advance on the same calendar date each month. Failure to pay monthly fees within 10 business days of the due date may result in:

• Suspension of hosting services and temporary takedown of the website/application
• Suspension of support and maintenance services
• Late fees of $25 per occurrence or 1.5% per month on outstanding balances, whichever is greater

3.4 Accepted Payment Methods

BFL accepts payment via PayPal, Zelle, bank transfer (ACH/wire), and other methods at our discretion. All prices are in US Dollars (USD). Client is responsible for any transaction fees imposed by their payment provider.

3.5 Price Changes

Monthly service fees may be adjusted with 30 days written notice. Package pricing at the time of purchase is locked for that project.

4. Refund & Cancellation Policy

ALL DEPOSITS ARE NON-REFUNDABLE.

• Deposits: All deposits are non-refundable once payment is processed. The deposit compensates BFL for scheduling, planning, initial consultations, and reserving development capacity.
• Work in Progress: If the Client cancels a project after work has commenced, the Client is responsible for payment for all work completed to date at BFL's standard hourly rate of $150/hour, regardless of whether the amount exceeds the deposit.
• Completed Projects: No refunds are issued for completed and delivered projects.
• Monthly Services: Monthly fees are non-refundable for the current billing period. Clients may cancel monthly services with 30 days written notice. No pro-rated refunds for partial months.
• Chargebacks / Payment Disputes: Filing a fraudulent chargeback or payment dispute constitutes a breach of this Agreement. BFL reserves the right to immediately terminate all services, suspend or delete all hosted content, and pursue legal action for the disputed amount plus any costs incurred.

5. Project Timeline & Delivery

• BFL will provide an estimated project timeline after receiving the deposit and initial project requirements. Timelines are estimates, not guarantees.
• Project timelines may be affected by: Client response time, content/asset delivery delays, scope changes, third-party service availability, and unforeseen technical challenges.
• BFL is not liable for delays caused by the Client's failure to provide required materials, feedback, approvals, or access in a timely manner.
• If the Client fails to respond to communications or provide required materials for 30 consecutive days, BFL reserves the right to consider the project abandoned. Abandoned projects are not eligible for refunds, and any remaining balance becomes immediately due.

6. Revisions & Change Requests

• The number of revision rounds included is specified in the selected Package.
• A "revision" means a reasonable modification to existing work within the original scope. A revision does not include: adding new features, changing the project scope, redesigning completed sections from scratch, or altering previously approved work.
• Additional revisions beyond the included rounds will be billed at $150/hour.
• Change requests that alter the original scope will be quoted separately and require written approval before work begins.
• Revisions must be submitted in writing (email or portal ticket). Verbal requests are not guaranteed to be implemented.

7. Intellectual Property & Ownership

7.1 Client Ownership

Upon full payment of all project fees (deposit + remaining balance), the Client receives ownership of the custom code and design assets created specifically for their project.

7.2 BFL Retained Rights

BFL retains all rights to:

• Proprietary frameworks, libraries, tools, boilerplates, templates, and components developed by BFL independently or prior to this project.
• AI models, agents, algorithms, and training data created or used by BFL.
• Reusable code patterns, utilities, and architectural approaches.
• The right to use the project in BFL's portfolio, marketing materials, case studies, and promotional content unless the Client requests otherwise in writing.

7.3 Unpaid Projects

If the Client has not paid in full, all intellectual property rights remain with BFL. The Client has no right to use, distribute, modify, or deploy any Deliverables until payment is complete. BFL may repurpose or reuse any unpaid work at its sole discretion.

7.4 Third-Party Assets

Any third-party assets (fonts, images, icons, libraries, APIs) integrated into the project remain subject to their respective licenses. BFL is not responsible for ongoing licensing fees of third-party assets.

7.5 Client-Provided Materials

The Client retains ownership of all materials they provide (logos, content, images, branding). The Client represents and warrants that they have the right to use all materials provided and will indemnify BFL against any claims arising from Client-provided content.

8. Hosting & Monthly Services

• BFL provides hosting on our private infrastructure. We do not use shared hosting platforms.
• BFL targets 99.5% uptime but does not guarantee uninterrupted service. Planned maintenance windows will be communicated in advance when possible.
• BFL performs regular automated backups but is not liable for data loss. Clients are encouraged to maintain their own backups of critical business data.
• Monthly services include: server hosting, SSL certificate management, basic security monitoring, software updates, and the level of support specified in the Package.
• Monthly services do not include: new feature development, redesigns, content creation, marketing services, or third-party integration changes (unless explicitly included in the Package).
• If the Client terminates monthly hosting services, BFL will provide a code export and reasonable assistance for migration within 14 days of the termination date, after which the site/application will be taken offline.

9. Client Responsibilities

The Client agrees to:

• Provide all requested content, images, branding materials, copy, and access credentials in a timely manner.
• Respond to communications, review requests, and approval requests within 5 business days.
• Designate a single point of contact for project communications and decisions.
• Provide accurate and truthful information for account creation and billing.
• Not use BFL services for any illegal, fraudulent, defamatory, or harmful purpose.
• Maintain the security of their portal account credentials and promptly notify BFL of any unauthorized access.
• Comply with all applicable laws and regulations regarding their website/application content and business operations.

10. Warranty Disclaimer

SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the maximum extent permitted by applicable law, BFL disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Any warranties regarding the accuracy, reliability, or completeness of results obtained from the services.
• Any warranties that the services will be uninterrupted, error-free, secure, or free of viruses or harmful components.
• Any warranties regarding third-party services, APIs, or platforms integrated into the project.

BFL will make commercially reasonable efforts to resolve bugs and issues reported within 30 days of project delivery at no additional charge, limited to defects in the original deliverables.

11. Limitation of Liability

THIS IS A CRITICAL SECTION — PLEASE READ CAREFULLY.

To the maximum extent permitted by applicable law:

• BFL's total aggregate liability for any and all claims arising out of or related to this Agreement shall not exceed the total amount paid by the Client to BFL under this Agreement in the twelve (12) months preceding the claim.
• BFL shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to: loss of profits, revenue, data, business opportunities, goodwill, or anticipated savings.
• BFL shall not be liable for any damages arising from: Client's misuse of Deliverables, unauthorized modifications to delivered code, actions of third-party services or integrations, Client's failure to maintain backups, security breaches resulting from Client's actions or negligence, or Client's violation of any law or regulation.
• BFL shall not be liable for any losses resulting from the Client's business decisions, marketing strategies, or reliance on AI-generated content or recommendations.

12. Indemnification

The Client agrees to indemnify, defend, and hold harmless Blue Fusion Labs, its owners, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Client's use of the Services or Deliverables.
• Client's breach of this Agreement.
• Client's violation of any applicable law, regulation, or third-party rights.
• Content, materials, or data provided by the Client.
• Client's end users' actions or claims related to the Client's website/application.
• Any dispute between the Client and their customers, users, or business partners.

13. Confidentiality

• Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of this Agreement.
• Confidential information includes but is not limited to: business plans, pricing, customer data, technical architecture, login credentials, and trade secrets.
• Confidentiality obligations do not apply to information that: is or becomes publicly available, was already known by the receiving party, is independently developed, or is required to be disclosed by law.
• BFL takes commercially reasonable measures to protect Client data but cannot guarantee absolute security.

14. Termination

14.1 By Client

The Client may terminate this Agreement at any time by providing written notice. Termination does not entitle the Client to any refund of deposits or fees for completed work. Outstanding balances become immediately due upon termination.

14.2 By BFL

BFL may terminate this Agreement immediately if:

• The Client fails to make required payments within 10 business days of the due date after written notice.
• The Client breaches any material term of this Agreement.
• The Client engages in abusive, threatening, or harassing behavior toward BFL staff.
• The Client uses or intends to use BFL services for illegal purposes.
• The Client files a fraudulent chargeback or payment dispute.

14.3 Effect of Termination

Upon termination: all unpaid fees become immediately due, BFL's obligation to provide services ceases, the Client's access to BFL-hosted services will be revoked within a reasonable timeframe, and Sections 4, 7, 10, 11, 12, 13, and 16 survive termination.

15. Third-Party Services

BFL may integrate third-party services, APIs, and platforms into the Client's project (e.g., PayPal, Stripe, Google Analytics, AI services, email providers). BFL is not responsible for:

• The availability, performance, or security of third-party services.
• Changes to third-party APIs, pricing, or terms of service.
• Data handling practices of third-party services.
• Any fees charged by third-party services.

16. Dispute Resolution

16.1 Informal Resolution

Both parties agree to attempt to resolve any dispute informally through good-faith negotiation for a period of 30 days before pursuing formal resolution.

16.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States, without regard to its conflict of law provisions.

16.3 Arbitration

Any dispute that cannot be resolved informally shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall take place in Texas. The arbitrator's decision shall be final and binding. Each party shall bear their own costs and attorneys' fees unless the arbitrator determines otherwise.

16.4 Class Action Waiver

Both parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

16.5 Small Claims

Either party may bring an individual action in small claims court for disputes within the court's jurisdictional limits.

17. Force Majeure

BFL shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to: natural disasters, pandemics, acts of war or terrorism, government actions, power outages, internet service disruptions, hardware failures, cyberattacks, or third-party service outages.

18. Modifications to Terms

BFL reserves the right to modify these Terms at any time. Material changes will be communicated to active clients via email or portal notification at least 30 days before taking effect. Continued use of BFL services after the effective date of changes constitutes acceptance of the modified Terms.

19. Severability & Entire Agreement

• Severability: If any provision of this Agreement is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement, together with the selected Package description and any written addenda, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.
• Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or the right to enforce it later.
• Assignment: The Client may not assign this Agreement without BFL's written consent. BFL may assign this Agreement in connection with a merger, acquisition, or sale of assets.

20. Contact Information

For questions regarding these Terms, billing inquiries, or service issues:

• Company: Blue Fusion Labs LLC
• Email: [email protected] / [email protected]
• Website: bluefusionlabs.com
• Client Portal: bluefusionlabs.com/portal

By making a deposit payment or purchasing any package from Blue Fusion Labs, you confirm that you have read, understood, and agree to these Terms of Service in their entirety.