Terms of Service

Last updated: November 2025

1. Acceptance of Terms

Welcome to Laalain, operated by Zaibex LLC ("Company", "we", "our", or "us"). These Terms of Service ("Terms", "Agreement") govern your use of our website located at laalain.comand the services we provide.

By accessing or using our services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you do not have permission to access our services.

These Terms apply to all visitors, users, clients, and others who access or use our services.

2. Company Information

3. Services Description

Laalain provides two comprehensive service segments:

3.1 Web & Mobile Development + AI Services

Our technology services include:

• Website Development: Custom website design, responsive web applications, and web optimization
• Mobile App Development: Native iOS and Android applications, cross-platform mobile apps, and Progressive Web Apps (PWAs)
• MVP Development: Minimum Viable Product creation, rapid prototyping, and startup solutions
• AI Services: AI integration, machine learning solutions, AI-powered features, and LLM integration
• Cloud Management: Cloud infrastructure setup, deployment and hosting, scalability optimization, and multi-cloud management

3.2 E-Commerce Solutions

Our e-commerce services include:

• Product Launch: Market research, product positioning, and go-to-market strategy
• Sourcing: Supplier identification, product sourcing, quality control, and vendor management
• Shopify Development: Store setup, theme development, and plugin integration
• Brand Creation: Brand identity development, logo design, and brand guidelines
• Digital Marketing: SEO optimization, social media marketing, and paid advertising campaigns
• Marketplace Launch: Amazon, Walmart, and eBay seller setup, optimization, and management

4. User Responsibilities

As a client or user of our services, you agree to:

• Provide accurate, current, and complete information during the engagement process
• Maintain the confidentiality of any account credentials or access information
• Notify us immediately of any unauthorized use of your account or security breach
• Provide timely feedback, approvals, and materials necessary for project completion
• Use our services only for lawful purposes and in accordance with these Terms
• Not interfere with or disrupt the integrity or performance of our services
• Not attempt to gain unauthorized access to our systems or networks
• Comply with all applicable local, state, national, and international laws and regulations

5. Intellectual Property Rights

5.1 Ownership of Deliverables

Upon full payment of all fees, you will own the final deliverables specifically created for you as part of the agreed scope of work. This includes custom designs, code, content, and materials developed exclusively for your project.

5.2 License to Pre-Existing Materials

We retain ownership of all pre-existing intellectual property, including but not limited to:

• Development frameworks, libraries, and tools
• Proprietary methodologies and processes
• Template code and reusable components
• General knowledge and expertise

You receive a non-exclusive, perpetual license to use such pre-existing materials as incorporated into your deliverables.

5.3 Third-Party Components

Our deliverables may incorporate third-party open-source or licensed components. You are responsible for complying with the applicable licenses and terms of use for such third-party materials.

5.4 Company's Intellectual Property

The Laalain name, logo, trademarks, and all content on our website remain the exclusive property of Zaibex LLC. You may not use our intellectual property without prior written permission.

5.5 Portfolio Rights

We reserve the right to showcase completed work in our portfolio, case studies, and marketing materials unless otherwise agreed in writing. We will respect any confidentiality requirements specified in our agreement.

6. Payment Terms

6.1 Fees and Pricing

Service fees will be outlined in a separate proposal, contract, or statement of work. All prices are in U.S. Dollars (USD) unless otherwise specified.

6.2 Payment Schedule

Payment terms will be specified in your service agreement and may include:

• Upfront deposits (typically 30-50% of total project cost)
• Milestone-based payments
• Monthly retainer fees
• Final payment upon project completion

6.3 Late Payments

Late payments may be subject to a service charge of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend or terminate services for accounts with overdue balances.

6.4 Refund Policy

Due to the custom nature of our services:

• Deposits are generally non-refundable once work has commenced
• Refunds for completed work or milestones will not be provided
• Refunds may be considered on a case-by-case basis for extenuating circumstances
• Any refund requests must be submitted in writing within 7 days of the relevant payment

6.5 Expenses

Unless otherwise agreed, clients are responsible for reimbursing reasonable expenses incurred during project execution, including third-party services, licenses, hosting fees, and stock assets.

7. Project Scope and Changes

7.1 Scope Definition

The scope of work will be defined in a separate agreement, proposal, or statement of work. We will deliver services in accordance with the agreed scope and timeline.

7.2 Change Requests

Changes to the project scope, timeline, or deliverables may require additional fees and timeline adjustments. All change requests must be:

• Submitted in writing
• Reviewed and approved by both parties
• Documented in a change order with updated pricing and timeline

7.3 Client Delays

Delays caused by late client feedback, approvals, or materials may result in timeline extensions and potential additional fees. We will make reasonable efforts to accommodate delays but cannot guarantee original timelines in such circumstances.

8. Confidentiality

8.1 Mutual Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of our engagement. Confidential information includes:

• Business plans, strategies, and financial information
• Technical data, source code, and proprietary methods
• Customer lists and marketing strategies
• Any information marked as confidential or reasonably understood to be confidential

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this Agreement
• Was lawfully known prior to disclosure
• Is independently developed without use of confidential information
• Must be disclosed by law or court order

8.3 Duration

Confidentiality obligations survive the termination of our engagement and remain in effect for a period of three (3) years from the date of disclosure.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• We have the right to provide the services and deliverables
• Deliverables will substantially conform to specifications in the agreement
• We will use commercially reasonable efforts to meet agreed timelines

9.2 Warranty Period

We provide a warranty period of 30 days from project completion for bug fixes and corrections related to deliverables not functioning as specified. This does not include enhancements, new features, or issues arising from client modifications.

9.3 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES REGARDING SPECIFIC RESULTS, REVENUE, OR BUSINESS OUTCOMES
• WARRANTIES THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WARRANTIES REGARDING THIRD-PARTY SERVICES OR PLATFORMS (e.g., AWS, Shopify, Amazon, Walmart, eBay)

9.4 Third-Party Services

We are not responsible for the performance, availability, or policies of third-party platforms, services, or APIs used in connection with your project, including but not limited to hosting providers, e-commerce platforms, and marketplace integrations.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR $5,000 USD, WHICHEVER IS GREATER.

10.2 Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Cost of substitute services
• Damage to reputation or goodwill
• Any other indirect or consequential losses

This limitation applies regardless of the legal theory (contract, tort, negligence, or otherwise) and whether or not we have been informed of the possibility of such damages.

10.3 Exceptions

These limitations do not apply to liability arising from:

• Gross negligence or willful misconduct
• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable law

11. Indemnification

11.1 Client Indemnification

You agree to indemnify, defend, and hold harmless Zaibex LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your breach of these Terms or any applicable laws
• Your use of our services or deliverables
• Content, materials, or information you provide to us
• Infringement of third-party intellectual property rights by materials you provide
• Your business operations, products, or services

11.2 Company Indemnification

We agree to indemnify you against claims that deliverables we create infringe third-party intellectual property rights, provided that:

• You promptly notify us of any such claim
• We have sole control of the defense and settlement
• You provide reasonable cooperation in the defense

12. Termination

12.1 Termination by Either Party

Either party may terminate the engagement:

• For convenience with 30 days' written notice
• Immediately if the other party breaches a material term and fails to cure within 15 days of written notice
• Immediately if the other party becomes insolvent, files for bankruptcy, or ceases business operations

12.2 Effect of Termination

Upon termination:

• You must pay for all work completed and expenses incurred up to the termination date
• We will provide deliverables for completed milestones (upon full payment)
• Each party will return or destroy confidential information of the other party
• Rights and obligations that by their nature should survive will continue (including payment obligations, confidentiality, warranties, and limitations of liability)

12.3 Termination for Convenience

If you terminate for convenience, you will pay:

• All fees for completed work and milestones
• A percentage of fees for work in progress based on completion status
• All expenses incurred
• Any applicable termination fee specified in the service agreement

13. Dispute Resolution

13.1 Informal Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms, the parties agree to first attempt to resolve the matter through good-faith negotiations.

13.2 Mediation

If informal negotiations fail to resolve the dispute within 30 days, the parties agree to participate in mediation before pursuing other remedies.

13.3 Arbitration

If mediation is unsuccessful, any remaining dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Colorado, and the decision of the arbitrator shall be final and binding.

13.4 Exceptions

Either party may seek injunctive relief in court for matters involving intellectual property rights, confidentiality breaches, or other equitable remedies without first pursuing mediation or arbitration.

13.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law principles.

13.6 Jurisdiction and Venue

To the extent court proceedings are necessary, both parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Colorado.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to:

• Acts of God, natural disasters, or severe weather
• War, terrorism, civil unrest, or government actions
• Pandemics, epidemics, or public health emergencies
• Labor disputes or strikes
• Internet service provider failures or cyber attacks
• Failure of third-party services or suppliers

The affected party will notify the other party promptly and make reasonable efforts to minimize the impact. If the force majeure event continues for more than 60 days, either party may terminate the agreement without penalty.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any service agreements, proposals, or statements of work, constitute the entire agreement between you and Zaibex LLC regarding our services and supersede all prior agreements and understandings.

15.2 Amendments

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website with a new "Last Updated" date and, when appropriate, notifying you via email.

Your continued use of our services after changes are posted constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of our services.

15.3 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

15.4 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

15.5 Waiver

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

15.6 Independent Contractors

The relationship between you and Zaibex LLC is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

15.7 Notices

All notices under these Terms shall be in writing and delivered via email or postal mail to the addresses provided. Notices are deemed received when delivered via email or three (3) business days after mailing.

15.8 Headings

The headings in these Terms are for convenience only and have no legal or contractual effect.

16. Contact Information

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

17. Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.

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