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Khemlabs

Terms and Conditions for Khem Labs

Executive Summary

Key Terms of Our Service

Welcome to Khem Labs. These Terms and Conditions ("Terms") are a legally binding contract between you ("Client," "you") and us. By using our software development services or applications ("Services"), you agree to these Terms.

Our Services: We provide custom software development and related SaaS products. We will define the scope of work, deliverables, and any service level agreements (SLAs) in a separate Statement of Work (SOW) or Order Form, which becomes part of this agreement.

Your Responsibilities: You are responsible for maintaining the security of your account credentials. You must use our Services lawfully and in accordance with our acceptable use policies. You agree not to upload or create any content that is illegal, harmful, or infringes on the rights of others.

Intellectual Property: We retain ownership of all our pre-existing intellectual property, including our development tools, platforms, and core technologies. You will own the specific, bespoke code we create exclusively for you as part of a custom development project, as defined in your SOW. We grant you a license to use our Services as described in these Terms.

Payment: You agree to pay all fees specified in your SOW or subscription plan on time. All fees are exclusive of taxes, which you are responsible for paying.

Limitation of Liability: Our service is provided "AS IS." We are not a multi-billion-pound company, and we must limit our financial risk to provide our Services at a reasonable cost. To the fullest extent permitted by law, we disclaim all warranties not expressly stated in our agreement. Our total liability to you for any claim arising out of this agreement will not exceed the total amount you paid us in the 12 months before the claim arose. We are not liable for any indirect damages or lost profits. This limitation is a fundamental part of our agreement.

Governing Law: This agreement is governed by the laws of England and Wales. Any disputes will be resolved in the courts of London, England.

Termination: You may terminate your account at any time according to your subscription terms. We may suspend or terminate your access to the Services if you breach these Terms.

Changes to Terms: We may update these Terms from time-to-time. We will notify you of any significant changes. Your continued use of the Services after such changes constitutes your acceptance of the new Terms.

Terms and Conditions

Last Updated: 2025-07-25

  1. Agreement to Terms

    These Terms and Conditions ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "Client"), and Khem Labs ("Company," "we," "us," or "our") with its headquarters at Cabrera 6061, Ciudad Autonoma de Buenos Aires, Argentina, concerning your access to and use of our custom software development services, SaaS platforms, and related applications (collectively, the "Services"). By accessing or using our Services, you agree that you have read, understood, and agree to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

  2. Description of Services

    We provide custom software development, consulting, and SaaS solutions. The specific details of the services to be provided, including deliverables, timelines, milestones, support levels, and any applicable Service Level Agreements (SLAs), will be set forth in a separate document, such as a Statement of Work (SOW) or Order Form, executed by both parties. Each SOW or Order Form will be incorporated by reference into these Terms and will form part of the overall agreement.

  3. User Accounts and Responsibilities

    3.1. Account Creation: To use certain features of the Services, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

    3.2. Account Security: You are responsible for safeguarding your account password and for any activities or actions under your account. You agree to notify us immediately of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to comply with this security obligation.

    3.3. Acceptable Use: You agree not to use the Services for any unlawful purpose or in any way that could harm, disable, overburden, or impair the Services. You agree not to misuse our Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions that we provide.

  4. Intellectual Property Rights

    Unless otherwise agreed in a specific SOW, the parties' intellectual property rights are as follows:

    4.1. Company IP: We own all right, title, and interest in and to our Services, including all underlying software, technology, platforms, tools, know-how, and any other intellectual property used to provide the Services ("Company IP"). These Terms do not grant you any rights to the Company IP, except for the limited license granted in Section 4.3.

    4.2. Client IP: For custom development projects, you will own all right, title, and interest in and to the bespoke source code and related deliverables created by us specifically for you as part of the Services ("Client IP"), as defined and upon full payment as specified in the applicable SOW. You grant us a non-exclusive, worldwide, royalty-free license to use the Client IP to the extent necessary to perform the Services.

    4.3. License to Use Services: We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes during the term of the applicable SOW or subscription, subject to your compliance with these Terms.

  5. Fees and Payment

    You agree to pay all fees specified in the applicable SOW or Order Form. All payment obligations are non-cancelable, and fees paid are non-refundable, except as expressly stated in these Terms or the applicable SOW. All fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder.

  6. Term and Termination

    These Terms shall remain in full force and effect while you use the Services. The term of any specific Service will be as set forth in the applicable SOW or Order Form. Either party may terminate an SOW or your account for a material breach by the other party if such breach is not cured within thirty (30) days of written notice. Upon termination, your right to use the Services will immediately cease, and you must pay any outstanding fees. Provisions of these Terms that by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

  7. Warranty Disclaimer

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

  8. Limitation of Liability

    8.1. Exclusion of Indirect Damages: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    8.2. Liability Cap: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO US UNDER THE APPLICABLE SOW OR ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

    8.3. Exceptions and Jurisdiction-Specific Provisions: THE LIMITATIONS SET FORTH IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO: (A) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; (B) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (C) A PARTY'S INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS; OR (D) LIABILITIES THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE MANDATORY LAW.

    FOR CLIENTS DOMICILED IN GERMANY OR WHERE GERMAN LAW APPLIES, THE FOLLOWING APPLIES: THE LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 8.1 AND 8.2 SHALL NOT APPLY TO DAMAGES ARISING FROM INTENT (VORSATZ), GROSS NEGLIGENCE (GROBE FAHRLÄSSIGKEIT), INJURY TO LIFE, BODY, OR HEALTH, OR THE BREACH OF ESSENTIAL CONTRACTUAL OBLIGATIONS (KARDINALPFLICHTEN). IN THE EVENT OF A BREACH OF ESSENTIAL CONTRACTUAL OBLIGATIONS THROUGH SIMPLE NEGLIGENCE, OUR LIABILITY SHALL BE LIMITED TO THE TYPICALLY FORESEEABLE DAMAGE.

  9. Indemnification

    You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) your breach of these Terms; or (3) your violation of the rights of a third party, including but not limited to intellectual property rights.

  10. Governing Law and Dispute Resolution

    These Terms and your use of the Services are governed by and construed in accordance with the laws of Argentina, without regard to its conflict of law principles. Any dispute, controversy, or claim arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Buenos Aires, Argentina.

  11. General Provisions

    11.1. Force Majeure: Neither party shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable) for causes beyond that party's reasonable control and occurring without that party's fault or negligence.

    11.2. Export Controls and Sanctions: The Services may be subject to export laws and regulations of the United Kingdom, the United States and other jurisdictions. You represent that you are not named on any UK, US, or EU government denied-party list. You shall not permit access to or use of any Service in a UK-, US-, or EU-embargoed country or in violation of any applicable export law or regulation.

    11.3. Severability: If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

    11.4. Entire Agreement: These Terms, together with any applicable SOWs or Order Forms, constitute the entire and exclusive understanding and agreement between us and you regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements.