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Terms and Conditions

Last updated: January 06, 2025

Please read these terms carefully before using our services.

Interpretation and Definitions

Interpretation

Capitalized terms have specific meanings as defined below. These definitions apply in both singular and plural forms.

Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity controlling, controlled by, or under common control with a party, where “control” means ownership of 50% or more of voting shares or authority.

  • Country refers to: United States

  • Company (referred to as “the Company”, “We”, “Us” or “Our”) refers to Durable Programming LLC.

  • Service means the software development, consulting, and related services provided by the Company.

  • Website refers to durableprogramming.com and its associated domains.

  • Terms and Conditions (also referred to as “Terms”) constitute the entire agreement between You and the Company regarding use of our services.

  • Third-party Service means any services or content provided by third parties that may be referenced, linked to, or integrated with our services.

  • You means the individual or legal entity accessing or using the Service.

Acknowledgment

These Terms and Conditions govern your use of our services and establish the agreement between You and the Company. They outline the rights and obligations of all parties regarding service delivery and usage.

Your access to and use of the Service is contingent on your acceptance of and compliance with these Terms and Conditions. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access the Service.

You represent that you have the legal authority to enter into this agreement. If you are entering into this agreement on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

Your use of the Service is also conditioned on your acceptance of and compliance with our Privacy Policy. Our Privacy Policy describes our practices regarding the collection, use, and disclosure of your personal information when you use the Service. Please review our Privacy Policy before using our Service.

Our Website may contain links to third-party websites or services not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with the use of any such content, goods, or services available on or through any such websites or services.

We advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

Service Delivery

We will provide services as described in our statements of work, proposals, or service agreements. The specific scope, deliverables, timeline, and fees for any engagement will be detailed in writing before work begins.

We strive to deliver high-quality work that meets your requirements. Though we make every effort to meet agreed-upon timelines, project schedules may be adjusted based on factors including scope changes, feedback cycles, and technical constraints.

Intellectual Property

Client-Owned Materials

You retain all rights to materials, content, and intellectual property that you provide to us (“Client Materials”). By providing Client Materials, you grant us a limited license to use them solely for the purpose of delivering the agreed-upon services.

Work Product

Unless otherwise specified in a written agreement, you will own the deliverables we create specifically for you as part of our engagement (“Work Product”), subject to full payment of all fees. This ownership transfers upon receipt of final payment.

Company Tools and Resources

We retain ownership of our proprietary tools, frameworks, methodologies, and pre-existing intellectual property used in delivering services. You receive a license to use these only as incorporated into the Work Product delivered to you.

Payment Terms

Payment terms will be specified in the applicable statement of work or service agreement. Unless otherwise agreed in writing:

  • Invoices are due within 30 days of receipt
  • Late payments may incur interest charges as permitted by law
  • We reserve the right to suspend services for accounts with overdue balances
  • All fees are in U.S. dollars unless otherwise specified

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information shared during the course of our engagement. This obligation continues beyond the termination of the business relationship.

We will not disclose confidential information to third parties without your prior written consent, except as required by law or as necessary to deliver the agreed-upon services (for example, when working with approved subcontractors).

Limitation of Liability

To the maximum extent permitted by applicable law:

The Company’s total liability arising out of or related to these Terms or the services provided shall not exceed the total amount paid by you to the Company during the six months preceding the event giving rise to liability.

The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data loss, business interruption, or loss of business opportunity, even if we have been advised of the possibility of such damages.

These limitations apply regardless of the legal theory on which a claim is based, whether in contract, tort (including negligence), strict liability, or otherwise.

Warranties and Disclaimers

We warrant that we will perform services in a professional and workmanlike manner consistent with industry standards.

However, except as expressly stated in a written service agreement, our services are provided “as is” without warranty of any kind, whether express or implied. We disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We make no warranty that our services will meet all of your requirements, be uninterrupted, timely, secure, or error-free, or that all errors can or will be corrected.

Termination

Either party may terminate an engagement by providing written notice as specified in the applicable service agreement. In the absence of a specified notice period, either party may terminate with 30 days’ written notice.

We may terminate or suspend service immediately, without prior notice, if you breach these Terms or fail to make required payments.

Upon termination:

  • You remain responsible for payment of all fees for services performed prior to termination
  • We will deliver any completed work product, subject to receipt of payment
  • Both parties will return or destroy confidential information as requested
  • Provisions that by their nature should survive termination will remain in effect

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State where the Company is registered, without regard to its conflict of law provisions.

Dispute Resolution

If you have any concern or dispute regarding our services, we encourage you to contact us first to attempt to resolve the matter informally. Many concerns can be addressed through direct communication.

If informal resolution is not successful, any disputes arising from these Terms or our services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except where prohibited by law.

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be modified to the minimum extent necessary to make it enforceable and valid. The remaining provisions will continue in full force and effect.

The failure of either party to exercise any right or to require performance of any obligation under these Terms shall not affect that party’s ability to exercise such right or require such performance at any time thereafter.

Changes to These Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will provide at least 30 days’ notice before the new terms take effect. We will determine what constitutes a material change at our discretion, though typically this includes changes to limitation of liability, payment terms, or dispute resolution procedures.

By continuing to use our services after revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you should discontinue use of our services.

Contact Us

For questions about these Terms and Conditions, please contact us: