Terms of Service

These Terms of Service ("Terms") are an agreement between you and Cuanto Labs LLC, a Florida limited liability company ("Cuanto Labs," "we," "our," or "us"). They govern your use of cuantolabs.com, pay.cuantolabs.com and our other web pages (the "Site"), the free tools on the Site, and the design, development, consulting and maintenance services we provide (the "Services").

By using the Site, booking a call, accepting a proposal, paying an invoice or otherwise engaging our Services, you agree to these Terms. If you are accepting on behalf of a company or other organization, you confirm that you have authority to bind it, and "you" means that organization. If you do not agree, do not use the Site or the Services.

1. How These Terms Fit With Your Statement of Work

• Statement of Work. Each engagement is described in a "Statement of Work": a signed agreement, statement of work, proposal (including a proposal you accept on a /p/ page), quote or order form that we both accept in writing. Email confirmation, an electronic signature or paying a deposit against it all count as acceptance.
• Order of precedence. If a Statement of Work conflicts with these Terms, the Statement of Work controls for that engagement. If a separate master services agreement or non-disclosure agreement signed by both of us conflicts with these Terms, that signed agreement controls. Otherwise these Terms fill in everything a Statement of Work does not address.
• Business use. The Services are offered to businesses and professionals, not to consumers for personal, family or household purposes. You must be at least 18 years old to use the Site or engage us.

2. Using the Site

• License. You may browse the Site and use its content for your own information and for evaluating our Services. We and our licensors keep all rights in the Site, including its text, graphics, code, case studies and the Cuanto Labs name and logo.
• Acceptable use. You agree not to: probe, scan or test the vulnerability of the Site or our payment pages without our written permission; interfere with or overload the Site; scrape it at a rate that burdens it; submit false, spam or automated form entries; impersonate anyone; upload malware; or use the Site for anything unlawful.
• Information on the Site. Prices, rate guides, research and examples on the Site are general information and are not an offer to contract. Your Statement of Work or invoice sets your actual price. Our Disclaimer explains the limits of the information we publish.

3. Free Tools, Including the QR Code Generator

• What it does. Our free QR code generator creates static QR codes in your web browser. The content you enter is encoded directly into the image; it is not sent to or stored on our servers, and we do not host, redirect or count scans of codes you create.
• Your responsibility. You own the codes you generate and are responsible for what they contain and where they point. Test every code before you print or publish it. A static code keeps working only as long as its destination does, and it cannot be edited after it is printed.
• Rules. Do not use our tools to create codes that lead to phishing, malware, fraud or other unlawful content.
• No warranty. Free tools are provided "as is" and "as available," without support or any warranty, and we may change or withdraw them at any time. Our total liability for a free tool is limited as described in Section 14.

4. Scheduling and Consultations

• Booking. You can book a call through the scheduler on our Site, which runs on our own booking system, MeetSynq. Use the links in your confirmation email to reschedule or cancel. We may occasionally need to reschedule, and we will tell you as early as we can.
• No engagement until agreed. Introductory calls, audits we provide before an engagement and the advice given in them are informational. They do not create an engagement, a professional relationship or any obligation on either side until a Statement of Work is accepted.
• Sensitive information. Please do not share passwords, health information or other sensitive personal data with us before an engagement begins. Once engaged, share credentials only through the secure method we agree on.

5. Engagements

• Scope. Each Statement of Work describes the scope, deliverables, milestones, assumptions, timeline and fees for an engagement. Estimates of time or cost are good-faith estimates, not guarantees, unless the Statement of Work states a fixed fee.
• Changes. Requests to change scope must be made in writing, and email counts. We will tell you how a change affects price and timeline, and we are not required to perform out-of-scope work until we both agree to it. We may pause affected work while a change is being agreed.
• Your responsibilities. You agree to provide timely feedback, decisions, content and access to the accounts and systems we need, and to make sure the materials you give us are accurate and that you have the right to use them. Delays on your side move the timeline. If a project is paused at your request or for lack of your input for more than 30 days, we may reschedule the remaining work, update our estimate and invoice for work completed so far.
• Acceptance. When we deliver a deliverable or milestone, you have 10 business days to test it and tell us in writing of any material way it does not conform to the Statement of Work. We will fix confirmed nonconformities and redeliver. A deliverable is accepted when you approve it, when you use it in production, or when that period ends without a written notice of nonconformity, whichever happens first.
• Accounts and third-party costs. Unless your Statement of Work says otherwise, hosting, domains, app store developer accounts, software subscriptions, API usage and similar services are held in your name and paid by you, even if we set them up for you. Your use of them is governed by their providers' terms.
• Our team and tools. We may use vetted subcontractors who are bound by confidentiality and intellectual property terms at least as protective as these Terms, and we remain responsible for their work. We may use AI-assisted development tools. A person on our team reviews what those tools produce, and we use them only under settings or terms that do not allow the provider to train its models on your confidential information.

6. Fees, Invoices and Late Payment

• Fees and deposits. Fees are set out in your Statement of Work and are stated in US dollars. Many engagements require a deposit before work begins. Deposits reserve our team's time and are non-refundable once work has started, unless your Statement of Work says otherwise or we end the engagement without cause.
• Invoices. Unless your Statement of Work or invoice says otherwise, invoices are due within 14 days of the invoice date. Milestone-based engagements are invoiced as milestones are reached.
• Disputed amounts. If you dispute an invoice in good faith, tell us in writing within 14 days of receiving it and explain why. Pay the undisputed portion by the due date while we resolve the rest together.
• Late payment. Amounts more than 30 days past due accrue interest at 1.5% per month (18% per year) or the highest rate allowed by law, whichever is lower, from the original due date until paid. After giving you written notice, we may pause work and withhold deliverables until overdue amounts are paid. You agree to reimburse our reasonable costs of collecting overdue amounts, including attorneys' fees.
• Expenses and taxes. Third-party costs we incur for you with your approval are billed at cost. Fees do not include taxes. You are responsible for any sales, use, value-added or similar taxes on the Services, other than taxes on our income.

7. Online Payments

• Payment links. We may send you a secure link to pay an invoice (on pay.cuantolabs.com or a /pay/ page) or a deposit on a proposal (on a /p/ page). Payment links are personal to you; please do not forward them, and tell us if you receive one by mistake.
• Stripe. Online payments are processed by Stripe, Inc. You enter your card or bank details directly into Stripe's secure payment form. We never see or store your full card number or bank account number. Stripe's own terms and privacy policy apply to the information you give it.
• Payment methods and card surcharges. The payment methods offered depend on your account and may include bank transfer (ACH), cards and digital wallets. Where a card processing surcharge applies, it is shown as a separate line, before you pay, and it never exceeds our cost of accepting the card. You can avoid it by paying by bank transfer.
• Confirmation and receipts. A payment is applied to your invoice once Stripe confirms it. Bank transfers can take several business days to settle. We email a receipt when a payment succeeds. If a payment is reversed or returned, the amount is due again, along with any fee our processor charges us for the return.
• Refunds and chargebacks. Payments are refundable only as your Statement of Work provides or as the law requires. Approved refunds go back to the original payment method. If you have a problem with a charge, please contact us before filing a dispute with your bank so we can resolve it quickly.

8. Care Plans

Care plans are monthly maintenance subscriptions for websites, stores and apps. The plan page describes what each tier includes; your order, Statement of Work or first care plan invoice confirms your tier, term and price.

• Eligibility. Care plans are available to active Cuanto Labs customers for systems we built or have onboarded.
• Terms and automatic renewal. You can choose month-to-month or a 6-month or 12-month commitment at a discount. Your care plan renews automatically each month, and the monthly fee is billed in advance, until you cancel. When a 6 or 12-month commitment ends, the plan continues month-to-month at the then-current list price unless you choose a new commitment. A commitment never renews into another multi-month commitment without your express agreement.
• How to cancel. You can cancel at any time by emailing office@cuantolabs.com or replying to any care plan invoice. No call is required. We will confirm your cancellation in writing. A month-to-month cancellation takes effect at the end of the billing month in which you cancel, and fees already paid for that month are not prorated.
• Ending a commitment early. If you cancel a 6 or 12-month commitment before it ends, we will not charge the remaining months. Instead, we will bill the difference between the month-to-month list price and the discounted price for the months you received.
• Hours. Included hours are for the month in which they are provided. Unused hours do not roll over and have no cash value. We will ask before doing work that exceeds the included hours, and approved extra work is billed at the rate we quote.
• Changing plans. You can move up a tier at any time. Moving down during a commitment takes effect when the commitment ends.
• Price changes. We may change care plan list prices with at least 30 days' written notice. A change takes effect at your next renewal and never during a commitment you have already made.
• Included products. Products bundled with a care plan, such as OnyxMetric analytics and Cuanto Socials, are provided while your plan is active and are subject to their own terms. Access to them ends when the plan ends.
• What a care plan is not. Unless your Statement of Work includes a service level agreement, a care plan is not a guarantee of uptime, response time or the performance of third-party hosting, platforms or plugins.

9. Intellectual Property

• Your materials. You keep ownership of everything you provide to us, including content, data, trademarks and existing code ("Your Materials"). You grant us a license to use Your Materials only as needed to perform the Services, and you confirm that you have the rights needed to grant it.
• Assignment of custom work on full payment. When we have received full payment of all fees due under a Statement of Work, we assign to you all of our right, title and interest in the deliverables we created specifically for you under it, including custom source code, designs and documentation ("Custom Deliverables"). Until then, you may use deliverables only to review and test them, and we may suspend that use if payment is overdue.
• Our pre-existing and general materials are licensed, not assigned. We keep ownership of the tools, libraries, templates, starter code, components, know-how and other materials we created before your engagement or independently of it, or that are not specific to you, including improvements we make to them ("Cuanto Labs Materials"). Where Cuanto Labs Materials are part of a deliverable, on full payment we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use, copy, modify and distribute them as part of that deliverable, and to let contractors do so on your behalf. This license does not allow you to sell or license the Cuanto Labs Materials on their own.
• Open-source and third-party components are licensed, not assigned. Deliverables may include open-source software and third-party fonts, images, plugins or services. Each is licensed to you under its own license terms, which we will identify on request, and nothing in these Terms transfers ownership of them. You agree to comply with those licenses. Unless we agree otherwise, we will not knowingly include open-source software under a license that would require you to publish your own proprietary source code.
• General knowledge. We may reuse the general skills, ideas, techniques and experience we gain on any engagement, as long as we do not use your Confidential Information or Custom Deliverables to do so.
• Portfolio. After launch, we may name you as a client and describe and show the public parts of the work in our portfolio and marketing. We will not disclose your Confidential Information. You can ask us in writing at any time not to do this, and we will stop going forward.
• Feedback. If you give us suggestions about our Site or Services, we may use them without any obligation to you.

10. Confidentiality

• Definition. "Confidential Information" means non-public information that one of us shares with the other that is marked confidential or that a reasonable person would understand to be confidential, including source code, credentials, business plans, pricing and customer data. It does not include information that is or becomes public through no fault of the recipient, that the recipient already knew or independently developed, or that the recipient lawfully received from someone else without a duty of confidentiality.
• Obligations. Each of us will use the other's Confidential Information only to perform or receive the Services, will protect it with at least reasonable care, and will share it only with employees, contractors and advisors who need it for the engagement and are bound by confidentiality obligations at least as protective as these. If the law requires disclosure, the recipient will give advance notice where allowed and disclose only what is required.
• Credentials. We store the access credentials you give us in an encrypted password manager, use them only for the engagement, and remove our access on request or when the engagement ends.
• Return and duration. On request, the recipient will return or delete the other's Confidential Information, except for copies kept in routine backups or required by law, which stay protected. These obligations last during the engagement and for 3 years after it ends, and for trade secrets for as long as they remain trade secrets.

11. Personal Data We Handle for You

When the Services involve personal data about your customers, users or employees (for example, in a system we build, host or maintain for you), we process that data only on your documented instructions and to provide the Services, as your service provider or processor. You are responsible for having a lawful basis to collect and share that data and for giving any required notices. We will keep it confidential, protect it with appropriate security measures, help you respond to individuals' requests where we can, tell you without undue delay after we become aware of a security breach affecting it, and sign a data processing agreement on request. Our Privacy Policy covers the personal data we collect for our own purposes.

12. Non-Solicitation

During an engagement and for 12 months after it ends, neither of us will directly solicit for employment or engagement any employee or individual contractor of the other who worked on that engagement, without the other's written consent. General job postings and recruiting that are not targeted at those people are not solicitation. This restriction protects each party's investment in its team and is limited to what is reasonably necessary to protect that interest.

13. Warranties and Disclaimers

• Our warranty. We will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards. For 30 days after acceptance, each Custom Deliverable will materially conform to its Statement of Work. If it does not, tell us in writing within that period, and we will correct the nonconformity or, if we cannot do so within a reasonable time, refund the fees you paid for the nonconforming part. That is your sole remedy for breach of this warranty.
• Exclusions. This warranty does not cover problems caused by changes made by anyone other than us, Your Materials, misuse, third-party products, services, platforms or APIs, changes in browsers, operating systems or platform policies after delivery, or the inherent variability of AI model output.
• Your warranty. You will use the Services and deliverables lawfully, and unless a Statement of Work includes specific compliance work, you are responsible for the legal and regulatory requirements of your business and product, such as privacy notices, consumer protection, accessibility and industry rules.
• Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A STATEMENT OF WORK, THE SITE, FREE TOOLS, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY DELIVERABLE WILL BE ERROR-FREE OR UNINTERRUPTED, WILL BE APPROVED BY AN APP STORE OR PLATFORM, OR WILL ACHIEVE ANY PARTICULAR RANKING, TRAFFIC, REVENUE OR OTHER BUSINESS RESULT.

14. Limitation of Liability

• No indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.
• Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO AN ENGAGEMENT WILL NOT EXCEED THE FEES YOU PAID US UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT THAT CAUSED IT. FOR CLAIMS RELATING ONLY TO THE SITE OR OUR FREE TOOLS, OUR TOTAL LIABILITY WILL NOT EXCEED $100.
• Exceptions. These limits do not apply to your obligation to pay fees, to either party's indemnity obligations, to liability for gross negligence, willful misconduct or fraud, or to any liability that the law does not allow to be limited.

15. Indemnification

• By you. You will defend and indemnify us against third-party claims, and related losses, damages and reasonable attorneys' fees, arising from Your Materials, your products or business operations, instructions you gave us, or your violation of law or of these Terms.
• By us. We will defend and indemnify you against third-party claims that a Custom Deliverable, as delivered by us, infringes a United States copyright or misappropriates a trade secret, and pay resulting damages finally awarded or agreed in settlement. This does not apply to claims arising from Your Materials, open-source or third-party components, modifications not made by us, or combination with items we did not provide. If a deliverable becomes the subject of such a claim, we may modify or replace it so it no longer infringes, obtain a license for your continued use, or, if neither is reasonably possible, refund the fees you paid for it.
• Process. The party seeking indemnity must promptly notify the other in writing, allow it to control the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

16. Term, Suspension and Termination

• By either of us for convenience. Either of us may end a Statement of Work for convenience with 14 days' written notice, unless the Statement of Work says otherwise. Care plans are cancelled as described in Section 8.
• For cause. Either of us may end a Statement of Work immediately by written notice if the other materially breaches these Terms or the Statement of Work and does not cure the breach within 10 days after written notice, or becomes insolvent or subject to bankruptcy proceedings.
• Suspension. We may suspend Services if an invoice remains unpaid 10 days after we notify you that it is overdue, if your use creates a security risk, or if continuing would be unlawful.
• Effect of ending. You will pay for work performed and non-cancellable expenses incurred through the effective date. We will deliver completed work that has been paid for. The assignment in Section 9 applies only to work that has been paid for in full. Transition help is available at our then-current rates. Sections 6, 7, 9, 10, 12, 13, 14, 15, 17 and 18, and any other terms that by their nature should survive, survive termination.

17. Governing Law, Venue and Disputes

• Talk first. Before starting any legal proceeding, the party with a concern will send the other a written description of it, and we will both try in good faith to resolve it within 30 days. Either party may seek urgent injunctive relief at any time, for example to protect Confidential Information or intellectual property.
• Governing law. These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Florida, without regard to its conflict of laws rules.
• Venue. The exclusive venue for any dispute is the state courts located in Broward County, Florida, or the United States District Court for the Southern District of Florida, and each of us consents to the personal jurisdiction of those courts.
• Jury waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.
• Individual claims. To the extent permitted by law, claims may be brought only in an individual capacity and not as a plaintiff or class member in any class or representative proceeding.
• Attorneys' fees. In any action to enforce these Terms or a Statement of Work, the prevailing party may recover its reasonable attorneys' fees and costs.

18. General Terms

• Entire agreement. These Terms, together with any Statements of Work and other agreements we both sign, are the entire agreement between us about their subject and replace any earlier understandings about it.
• Changes to these Terms. We may update these Terms by posting a new version on this page with a new "Last updated" date. Changes apply going forward. A material change does not apply to a Statement of Work already in progress unless you agree to it, and we will tell active clients about material changes by email.
• Electronic communications. You agree that we may communicate with you and form agreements electronically, and that electronic signatures and email acceptances are as binding as signed paper.
• Notices. We send notices to the email address you gave us. Send notices to us at office@cuantolabs.com. Notices of breach or legal claims must also be sent by mail or courier to the address below.
• Independent contractors. We are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
• Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets.
• Force majeure. Neither party is liable for a delay or failure, other than a failure to pay, caused by events beyond its reasonable control, such as natural disasters, power or internet failures, failures of third-party platforms or acts of government.
• Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of these Terms will remain in effect. Failing to enforce a provision is not a waiver of it.

19. Contact Us

Questions about these Terms can be sent to: