Terms of Service

1. Services Overview

Breek Innovation Studio (doing business as Breek Labs) provides software development and design services, including but not limited to:

• Custom web and mobile application development
• User experience (UX) and user interface (UI) design
• Digital product strategy and consulting
• Brand identity and design system development
• Healthcare and clinical application development
• Advocacy and impact organization digital solutions

2. Client Agreements

2.1 Project Scope

All projects begin with a defined scope of work, which will be documented in a separate project agreement, proposal, or statement of work. The scope document will specify:

• Deliverables and milestones
• Timeline and deadlines
• Payment terms and project cost
• Roles and responsibilities
• Communication protocols

2.2 Amendments

Changes to the project scope must be agreed upon in writing by both parties. Additional work beyond the original scope may result in adjusted timelines and costs.

2.3 Client Responsibilities

Clients agree to:

• Provide timely feedback and approvals
• Supply necessary materials, content, and access to systems
• Designate a primary point of contact for the project
• Make payments according to the agreed schedule
• Provide accurate information about project requirements and constraints

3. Payment Terms

3.1 Pricing

Project pricing will be specified in individual project agreements. Pricing may be structured as:

• Fixed-price for defined deliverables
• Hourly rate for ongoing or flexible-scope work
• Retainer arrangements for continuing services

3.2 Payment Schedule

Unless otherwise specified, payments are structured as:

• Deposit due upon project commencement
• Progress payments tied to milestone completion
• Final payment due upon project completion or delivery

3.3 Late Payments

Invoices are due within the timeframe specified (typically 15-30 days). Late payments may result in:

• Suspension of work until payment is received
• Interest charges on overdue amounts
• Collection costs added to the outstanding balance

3.4 Expenses

Unless included in the project quote, additional expenses (stock imagery, fonts, third-party services, travel) will be billed separately with client approval.

4. Intellectual Property

4.1 Ownership Transfer

Upon receipt of final payment, ownership of custom-developed work products transfers to the client. This includes:

• Custom code written specifically for the project
• Design files created for the project
• Content and assets developed for the project

4.2 Pre-existing Materials

Breek Innovation Studio retains ownership of:

• Pre-existing code libraries, frameworks, and tools
• Templates and boilerplate code
• Internal processes and methodologies
• Knowledge and techniques used in delivery

4.3 Third-Party Components

Projects may include third-party libraries, frameworks, or assets subject to their own licenses. Clients are responsible for complying with these licenses.

4.4 Portfolio Rights

Breek Innovation Studio reserves the right to:

• Display completed work in our portfolio and marketing materials
• Describe the nature of work performed for the client
• Use project screenshots and case studies publicly

Clients may request confidentiality, which will be documented in the project agreement.

5. Confidentiality

5.1 Protection of Information

Both parties agree to protect confidential information shared during the project, including:

• Business strategies and plans
• Technical specifications and architectures
• User data and analytics
• Proprietary processes and methods

5.2 Healthcare Data

When projects involve Protected Health Information (PHI) or other regulated healthcare data, a separate Business Associate Agreement (BAA) will be executed to ensure HIPAA compliance.

5.3 Duration

Confidentiality obligations continue for 3-5 years after project completion unless otherwise specified.

6. Warranties and Disclaimers

6.1 Professional Standards

Breek Innovation Studio warrants that services will be performed in a professional manner consistent with industry standards.

6.2 Code Quality

We warrant that custom code will be free from material defects for 90 days after delivery. Bug fixes during this period are provided at no additional cost.

6.3 No Guarantee of Results

While we strive for excellence, we cannot guarantee specific business outcomes, user adoption rates, or measurable results from our work.

6.4 Third-Party Services

We are not responsible for failures, downtime, or issues with third-party services, hosting providers, or platforms beyond our control.

6.5 Limitation of Warranties

Except as expressly stated, services are provided "as is" without warranties of any kind, either express or implied.

7. Limitation of Liability

7.1 Maximum Liability

Breek Innovation Studio's total liability for any claims arising from our services shall not exceed the total amount paid by the client for the specific project giving rise to the claim.

7.2 Excluded Damages

In no event shall Breek Innovation Studio be liable for:

• Indirect, incidental, or consequential damages
• Lost profits or revenue
• Loss of data or business interruption
• Costs of procurement of substitute services

7.3 Exceptions

These limitations do not apply to damages caused by gross negligence, willful misconduct, or breach of confidentiality obligations.

8. Timeline and Delays

8.1 Estimated Timelines

Project timelines are estimates based on the agreed scope and client responsiveness. Timelines may be adjusted for:

• Client-caused delays (late feedback, missing materials)
• Scope changes or additions
• Force majeure events
• Technical dependencies beyond our control

8.2 No Penalty for Delays

Unless expressly agreed in writing, there are no penalties for reasonable project delays.

9. Termination

9.1 Termination by Client

Clients may terminate the agreement at any time with written notice. Upon termination:

• Client pays for all work completed to date
• Client pays for any non-refundable expenses incurred
• Breek Innovation Studio delivers all completed work products
• Rights to work-in-progress remain with Breek Innovation Studio until payment is received

9.2 Termination by Breek Innovation Studio

We may terminate the agreement if:

• Client fails to make timely payments
• Client fails to provide necessary materials or feedback
• Client breaches these terms
• Continuing the relationship becomes impractical

9.3 Effect of Termination

Upon termination, confidentiality obligations continue, and all outstanding payments become immediately due.

10. Revisions and Approval

10.1 Included Revisions

Each project includes a specified number of revision rounds as detailed in the project agreement.

10.2 Additional Revisions

Revisions beyond the agreed scope may incur additional charges at our standard hourly rate or a fixed fee as quoted.

10.3 Client Approval

Clients must review and approve deliverables within the timeframe specified. Failure to provide feedback within 14 days constitutes acceptance.

11. Support and Maintenance

11.1 Warranty Period Support

Bug fixes and technical issues within the warranty period are provided at no additional cost.

11.2 Post-Warranty Support

After the warranty period, support and maintenance are available:

• On an hourly basis
• Through a monthly retainer agreement
• As a separately quoted maintenance package

11.3 Scope of Support

Standard support includes bug fixes and technical issues. It does not include:

• New feature development
• Content updates (unless specified)
• Third-party service issues
• User training (unless separately agreed)

12. Hosting and Third-Party Services

12.1 Client Responsibility

Unless otherwise agreed, clients are responsible for:

• Domain registration and management
• Hosting services and costs
• Third-party service accounts and fees
• SSL certificates and security measures

12.2 Our Recommendations

We may recommend specific hosting providers or services, but clients make final decisions and are responsible for those relationships.

13. Compliance and Legal Requirements

13.1 Client Warranties

Clients warrant that:

• They have the right to use all materials provided to us
• Their use of our deliverables will not violate any laws or third-party rights
• They will comply with applicable regulations (HIPAA, GDPR, etc.)

13.2 Healthcare Compliance

For healthcare projects, clients are responsible for ensuring their use of deliverables complies with HIPAA, HITECH, and other applicable regulations.

13.3 Accessibility

While we strive to meet accessibility standards (WCAG AA), clients are ultimately responsible for ensuring their products meet applicable accessibility requirements.

14. Dispute Resolution

14.1 Good Faith Negotiation

Disputes should first be addressed through good faith negotiation between the parties.

14.2 Mediation

If negotiation fails, parties agree to attempt mediation before pursuing litigation.

14.3 Governing Law

These terms are governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles.

14.4 Venue

Any legal action must be brought in the courts of Fairfax County, Virginia.

15. General Provisions

15.1 Entire Agreement

These Terms of Service, together with any project-specific agreements, constitute the entire agreement between parties.

15.2 Amendments

We may update these terms periodically. Continued engagement after updates constitutes acceptance of new terms. Material changes will be communicated to active clients.

15.3 Severability

If any provision is found unenforceable, the remaining provisions continue in full effect.

15.4 Assignment

Clients may not assign their rights or obligations without our written consent. We may assign our rights to a successor business entity.

15.5 Independent Contractor

Breek Innovation Studio is an independent contractor, not an employee, agent, or partner of the client.

15.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, pandemics, government actions, etc.).

16. Contact Information

For questions about these Terms of Service, please contact:

By engaging Breek Innovation Studio's services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.