These Terms and Conditions (“Terms”) govern your access to and use of the VurtuoLabs website and services, including Salesforce and Agentforce implementations, Dayforce HCM consulting, custom software development, system integrations, and proprietary AppExchange and AgentExchange products (collectively, the “Services”), provided by VurtuoLabs (“VurtuoLabs,” “we,” “us,” or “our”).

By accessing our website or engaging our Services, you agree to be bound by these Terms. If you do not agree, please do not use our website or Services.

1. Services Overview

VurtuoLabs is a product studio offering Salesforce and Agentforce implementation services, Dayforce HCM consulting, custom software development, system integrations, and proprietary software products distributed through AppExchange, AgentExchange, and direct licensing. Specific scope, deliverables, timelines, and fees for any engagement will be defined in a separate written proposal, statement of work, or service agreement (“Order Form”) between VurtuoLabs and the client, which forms part of these Terms for that engagement.

2. Eligibility

Our website and Services are intended for business use. By using our website or Services, you represent that you are at least 18 years old and have the authority to bind your organization to these Terms where applicable.

3. Client Responsibilities

Clients engaging VurtuoLabs for implementation, consulting, or development work agree to:

• Provide timely access to relevant systems, data, and personnel needed to complete the engagement

• Maintain valid licenses for any third-party platforms involved (such as Salesforce or Dayforce)

• Review and approve deliverables within the timeframes specified in the applicable Order Form

• Ensure that any data provided to VurtuoLabs is provided lawfully and does not infringe third-party rights

4. Fees and Payment

Fees for Services are set out in the applicable Order Form or invoice. Unless otherwise agreed in writing, invoices are due within thirty (30) days of the invoice date. Late payments may be subject to a service suspension until the account is brought current. All fees are exclusive of applicable taxes unless stated otherwise.

5. Intellectual Property

Pre-existing IP. Each party retains ownership of its pre-existing intellectual property, tools, methodologies, and know-how used in delivering or receiving the Services.

Client deliverables. Unless otherwise specified in an Order Form, custom deliverables created specifically for a client and paid in full become the property of the client upon final payment, excluding any VurtuoLabs pre-existing IP, reusable components, or general frameworks incorporated into the deliverable, which VurtuoLabs retains the right to reuse.

Proprietary products. Proprietary VurtuoLabs products, including but not limited to AppExchange and AgentExchange listings and associated managed packages, remain the exclusive property of VurtuoLabs and are licensed, not sold, to clients under separate license terms.

Third-party platforms. Nothing in these Terms transfers ownership of or rights to third-party platforms such as Salesforce or Dayforce, which remain governed by the respective platform provider’s terms.

6. Confidentiality

Each party agrees to keep confidential any non-public business, technical, or financial information disclosed by the other party in connection with the Services, and to use such information solely for the purpose of the engagement. This obligation survives termination of any engagement.

7. Warranties and Disclaimers

VurtuoLabs will perform Services in a professional and workmanlike manner consistent with industry standards. Except as expressly stated in an applicable Order Form, the Services and any deliverables are provided “as is” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

VurtuoLabs does not warrant that the Services will be uninterrupted or error-free, or that any third-party platform (such as Salesforce or Dayforce) will operate without issue.

8. Limitation of Liability

To the maximum extent permitted by law, VurtuoLabs will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunity, arising out of or related to the Services or these Terms. VurtuoLabs’ total aggregate liability for any claim arising under these Terms will not exceed the total fees paid by the client for the Services giving rise to the claim in the six (6) months preceding the claim.

9. Indemnification

Each party agrees to indemnify and hold the other harmless from third-party claims arising from that party’s breach of these Terms, gross negligence, or willful misconduct, subject to the limitations set forth above.

10. Termination

Either party may terminate an engagement in accordance with the termination provisions of the applicable Order Form. Upon termination, the client will pay for all Services performed and expenses incurred through the effective date of termination. Sections related to intellectual property, confidentiality, limitation of liability, and indemnification survive termination.

11. Third-Party Platforms

Our Services frequently involve configuration or development on third-party platforms such as Salesforce and Dayforce. Client’s use of those platforms is governed by the applicable third-party terms of service, and VurtuoLabs is not responsible for the availability, security, or functionality of those platforms themselves.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to its conflict of law principles. Any disputes arising under these Terms will be resolved in the state or federal courts located in Dallas County, Texas, and each party consents to the jurisdiction of those courts.

13. Changes to These Terms

We may update these Terms from time to time. Changes will be posted on this page with a revised “Last Updated” date. Continued use of our website or Services after changes are posted constitutes acceptance of the updated Terms.

14. Contact Us

If you have questions about these Terms, contact us at:

VurtuoLabs Dallas, TX info@vurtuolabs.com / vurtuolabs.com