Terms of Service - Digital Builders, LLC

1. Agreement to Terms

By engaging Digital Builders, LLC ("Company," "we," "us") for custom software and web development services ("Services"), you ("Client") agree to be bound by these Terms of Service. These Terms constitute a legally binding agreement between you and the Company.

2. Provision of Services

The scope of Services, including specific software deliverables, features, timelines, and technology stacks, will be outlined in a separate Statement of Work (SOW) or service agreement. The Company agrees to perform the Services with professional engineering skill and care. The Client agrees to provide the necessary access to servers, data, API keys, and materials required for the Company to perform the Services.

3. Timelines and Delays

The Company will make every reasonable effort to meet the project and sprint timelines agreed upon in the SOW. However, software development timelines are estimates and may be subject to delays caused by the Client's failure to provide timely feedback, assets, approvals, or necessary access. The Company is not liable for delays resulting from such Client-side dependencies or unforeseen third-party API deprecations.

4. Payment Terms

Payment terms, including milestone payments, hourly rates, billing cycles, and payment methods, will be specified in the SOW or invoice. Custom development typically requires an upfront deposit. All payments are due upon receipt of the invoice unless otherwise specified. Failure to make timely payments may result in a suspension of active development or withholding of source code delivery.

5. Intellectual Property

Upon full payment for the Services, the Client shall own the final deliverables created by the Company specifically for the Client (e.g., source code, application binaries, design assets, and technical documentation). The Company retains ownership of all its pre-existing intellectual property, open-source libraries utilized, and proprietary frameworks used in the provision of Services.

6. Confidentiality

Both parties agree to treat all non-public information received from the other party as confidential. This includes business logic, proprietary code, customer databases, and server configurations. This obligation of confidentiality shall survive the termination of the service agreement.

7. Limitation of Liability

While the Company strives to write flawless code and build secure systems, we do not guarantee specific business outcomes, such as specific user adoption rates, entirely bug-free initial releases across all conceivable devices, or specific third-party API stability. The technological landscape is volatile. In no event shall Digital Builders, LLC be liable for any indirect, incidental, or consequential damages, data loss, or server downtime arising out of or in connection with our Services, except in cases of gross negligence.

8. Termination

Either party may terminate the service agreement with a written notice period as defined in the SOW. Upon termination, the Client is responsible for paying for all engineering hours and Services rendered up to the effective date of termination. The Company will cooperate in the orderly transition of source code and administrative access back to the Client.

9. Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the jurisdiction in which Digital Builders, LLC is registered, without regard to its conflict of law principles.