# Terms and Conditions (T&C) for Northstar Labs LLC ## 1. Scope of Application These Terms and Conditions ("Terms") govern all business relationships between **Northstar Labs LLC** ("Company"), located at **1209 Mountain Road Pl NE Ste N, Albuquerque, NM 87110, USA**, email: **[contact@northstarlab.us](mailto:contact@northstarlab.us)**, and its clients ("Client" or "Clients"). These Terms apply exclusively to business customers, companies, organizations, and other legal entities. Any conflicting or additional terms proposed by the Client shall not apply unless expressly accepted in writing by the Company. --- ## 2. Formation of Contract Contracts between the Company and the Client may be entered into orally (including by telephone or video conference), electronically, by email, or in writing. The Company may confirm oral agreements in writing or electronically. Such confirmation shall accurately reflect the agreement unless the Client objects in writing within five (5) business days. Where permitted by applicable federal and state law, the Client acknowledges and agrees that telephone or video conversations may be recorded for documentation, quality assurance, training, and evidentiary purposes. --- ## 3. Services The Company provides consulting and professional services related to, including but not limited to: * E-Commerce brand development * Business scaling * Media buying and advertising * Product sourcing * Fulfillment consulting * Branding * Business consulting * Strategic advisory services The exact scope of services shall be defined in the applicable proposal, statement of work, service agreement, or other written agreement between the parties. The Company agrees to perform its services in a professional and commercially reasonable manner. However, the Company does not guarantee any specific business, financial, marketing, advertising, sales, or economic results. --- ## 4. Client Responsibilities The Client agrees to provide all information, documentation, data, access credentials, approvals, and other materials reasonably necessary for the Company to perform its services. The Client further agrees to: * maintain any required websites, online stores, advertising accounts, marketplaces, or social media accounts necessary for the engagement; * provide timely responses and approvals; * ensure that all information supplied to the Company is accurate and complete. Failure to fulfill these obligations may delay performance and may entitle the Company to suspend services, extend deadlines, or terminate the agreement for material breach. --- ## 5. Fees and Payment Fees shall be specified in the applicable agreement or invoice. Unless otherwise agreed in writing: * invoices are due immediately upon receipt; * all fees are stated exclusive of applicable taxes; * the Client shall be responsible for any sales tax, use tax, or other governmental charges, excluding taxes imposed on the Company's income. Any overdue amount may accrue interest at the lesser of: * one and one-half percent (1.5%) per month; or * the maximum rate permitted by applicable law. The Client shall also reimburse reasonable costs of collection, including attorneys' fees where permitted by law. --- ## 6. Term and Termination The duration of the engagement shall be specified in the applicable agreement. Unless otherwise agreed, either party may terminate the agreement by providing ninety (90) days' written notice. Either party may terminate immediately upon a material breach by the other party if such breach is not cured within fifteen (15) days after written notice. Termination shall not affect payment obligations accrued prior to termination. --- ## 7. Disclaimer of Warranties Except as expressly provided in a written agreement, all services are provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by applicable law, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. --- ## 8. Limitation of Liability To the fullest extent permitted by applicable law, the Company shall not be liable for: * lost profits; * loss of revenue; * loss of business opportunities; * loss of goodwill; * indirect damages; * incidental damages; * consequential damages; * punitive or exemplary damages. Except in cases of fraud, willful misconduct, or liability that cannot legally be excluded, the Company's total aggregate liability arising from any claim shall not exceed the total fees paid by the Client to the Company during the six (6) months preceding the event giving rise to the claim. --- ## 9. Data Protection Each party shall comply with applicable United States federal and state privacy and data protection laws. The Client represents that it has obtained all necessary rights and permissions to provide any personal data to the Company. The Company shall process personal information solely for purposes of performing the contracted services and shall implement commercially reasonable safeguards to protect such information. --- ## 10. Intellectual Property Unless otherwise agreed in writing, all intellectual property rights in materials created by the Company, including but not limited to: * concepts; * business strategies; * marketing materials; * advertising campaigns; * graphics; * written content; * software; * templates; * designs; and * documentation, shall remain the exclusive property of the Company. Upon full payment, the Client receives a limited, non-exclusive, non-transferable license to use deliverables solely for its internal business purposes, unless otherwise agreed in writing. No ownership rights are transferred except as expressly provided. --- ## 11. Confidentiality Each party agrees to keep confidential all non-public business, financial, technical, and commercial information received from the other party and to use such information solely for purposes of performing the agreement. This obligation shall survive termination of the agreement. --- ## 12. Governing Law and Venue These Terms and any dispute arising out of or relating to the relationship between the Company and the Client shall be governed by the laws of the **State of New Mexico**, without regard to its conflict of law principles. The parties agree that the state and federal courts located in **Bernalillo County, New Mexico**, shall have exclusive jurisdiction over any dispute arising under these Terms, and each party consents to the personal jurisdiction of such courts. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. --- ## 13. Force Majeure The Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, governmental actions, labor disputes, power failures, internet outages, cyberattacks, epidemics, or other force majeure events. --- ## 14. Entire Agreement These Terms, together with any executed proposal, statement of work, order form, or service agreement, constitute the entire agreement between the parties and supersede all prior negotiations, understandings, or agreements. Any amendment must be made in writing and signed by both parties. --- ## 15. Severability If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent. --- ## 16. Waiver Failure by either party to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that or any other provision. --- ## 17. Assignment The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of the Company. The Company may assign these Terms in connection with a merger, acquisition, corporate restructuring, or sale of substantially all of its assets. --- ## 18. Contact Information **Northstar Labs LLC** 1209 Mountain Road Pl NE Ste N Albuquerque, NM 87110 United States Email: [contact@northstarlab.us](mailto:contact@northstarlab.us)