Terms of Service

Welcome to XDRIP Solutions. These Terms of Service ("Terms") govern your access to and use of the services provided by XDRIP Digital Management LLC ("XDRIP", "we", "us", or "our"), a company registered in Colorado, USA, operating under the brand XDRIP Solutions.

By engaging our services, submitting a project inquiry, or entering into a service agreement with us, you ("Client", "you", or "your") agree to be bound by these Terms. If you do not agree to these Terms, please do not use our services.

1Definitions

For the purposes of these Terms:

• "Services" means any professional services provided by XDRIP Solutions, including but not limited to: web development, application development, blockchain integration, e-commerce solutions, CRM development, API development, technical consulting, and related services.
• "Deliverables" means any work product, code, documentation, designs, or other materials created by XDRIP in the course of providing Services.
• "Service Agreement" means a written contract, proposal, or Statement of Work (SOW) that defines the specific scope, timeline, and pricing for a project.
• "Confidential Information" means any non-public information disclosed by either party, including business plans, technical data, trade secrets, and client data.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

2Services Overview

Scope of Services

XDRIP Solutions provides professional technology services including:

• Custom web application development
• E-commerce platform development and integration
• Blockchain and Web3 integration
• Customer Relationship Management (CRM) systems
• API development and third-party integrations
• Technical consulting and architecture design
• Ongoing maintenance and support services

Service Limitations

XDRIP Solutions provides technology services only. We do not provide legal, financial, or investment advice. Any technical solutions involving regulatory compliance (e.g., cryptocurrency, financial services) are provided for technical implementation only; the Client is responsible for ensuring regulatory compliance in their jurisdiction.

3Engagement Process

Initial Inquiry

All engagements begin with an initial consultation. You may contact us through our website or via email to discuss your project requirements. Initial consultations are provided at no cost and without obligation.

Proposal and Quotation

Based on your requirements, we will provide a written proposal or quotation that includes:

• Detailed scope of work
• Estimated timeline and milestones
• Pricing structure (fixed-price or time-and-materials)
• Payment terms and schedule
• Any specific terms or conditions

Proposals are valid for 30 days from the date of issue unless otherwise specified.

Service Agreement

Upon acceptance of our proposal, a formal Service Agreement or Statement of Work (SOW) will be executed by both parties. Work will commence only after:

• The Service Agreement is signed by both parties
• Any required deposit or advance payment is received
• All necessary project materials and access credentials are provided by the Client

4Fees and Payment

Pricing Models

We offer the following pricing structures:

Model	Description	Best For
Fixed Price	Agreed total price for defined scope	Projects with clear, stable requirements
Time & Materials	Hourly or daily rate with tracked hours	Ongoing work, evolving requirements
Retainer	Monthly fee for reserved capacity	Long-term support and maintenance

Payment Terms

• Deposit: A deposit of 30-50% of the project total is typically required before work begins.
• Milestones: For larger projects, payments may be tied to milestone deliveries.
• Final Payment: The remaining balance is due upon project completion and before final delivery.
• Payment Methods: We accept bank transfer (SEPA/SWIFT), and cryptocurrency (BTC, ETH, USDC).
• Currency: All prices are quoted in USD or EUR unless otherwise specified.

Late Payments

Invoices are due within 14 days of issue unless otherwise agreed. Late payments may incur interest at a rate of 5% per annum. We reserve the right to suspend work on ongoing projects if payments are overdue by more than 30 days.

Taxes

All fees are exclusive of VAT, sales tax, or other applicable taxes. The Client is responsible for any taxes applicable in their jurisdiction.

5Client Responsibilities

To ensure successful project delivery, the Client agrees to:

• Provide accurate and complete project requirements and specifications
• Supply all necessary materials, content, assets, and access credentials in a timely manner
• Designate a primary point of contact authorized to make decisions on behalf of the Client
• Respond to queries and provide feedback within reasonable timeframes
• Review and approve deliverables according to agreed milestones
• Ensure that all materials provided do not infringe on third-party rights
• Maintain backups of any existing systems or data before integration work begins

6Intellectual Property

Client Materials

The Client retains all rights to materials, content, and assets provided to XDRIP for use in the project. The Client warrants that they have the right to use and provide such materials.

Deliverables

Upon full payment of all fees, the Client receives ownership of the custom Deliverables created specifically for their project, including:

• Custom source code written for the project
• Custom designs and graphics created for the project
• Project-specific documentation

XDRIP Retained Rights

XDRIP retains all rights to:

• Pre-existing materials: Any tools, libraries, frameworks, or code that existed prior to the project
• Generic components: Reusable code, templates, or components that are not specific to the Client's project
• Third-party materials: Any third-party software, libraries, or assets incorporated into the project (subject to their respective licenses)
• Know-how: General skills, knowledge, and experience gained during the project

Portfolio Rights

Unless otherwise agreed in writing, XDRIP may reference the project in its portfolio, case studies, and marketing materials. Confidential details will not be disclosed without the Client's prior consent.

7Confidentiality

Mutual Confidentiality

Both parties agree to maintain the confidentiality of any Confidential Information disclosed during the engagement. Confidential Information shall not be disclosed to third parties without prior written consent, except:

• To employees, contractors, or advisors who need to know and are bound by confidentiality obligations
• As required by law or court order
• Information that becomes publicly available through no fault of the receiving party

Duration

Confidentiality obligations shall survive the termination of the engagement and continue for a period of three (3) years thereafter, unless the information qualifies as a trade secret, in which case protection continues indefinitely.

8Warranties and Disclaimers

Our Warranties

XDRIP warrants that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to the specifications in the Service Agreement
• We have the right to provide the Services and Deliverables
• Deliverables will not knowingly infringe on third-party intellectual property rights

Warranty Period

A warranty period of 30 days from project completion applies to all Deliverables. During this period, we will correct any bugs or defects that prevent the Deliverables from functioning as specified, at no additional cost.

Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. XDRIP DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that:

• Services will meet all of the Client's expectations beyond the agreed specifications
• Deliverables will be error-free or uninterrupted
• Any third-party services or platforms integrated with our Deliverables will remain available or compatible
• The Deliverables will achieve any particular business results

9Limitation of Liability

Liability Cap

To the maximum extent permitted by applicable law, XDRIP's total aggregate liability arising out of or related to any engagement shall not exceed the total fees paid by the Client for the specific project giving rise to the claim.

Exclusion of Damages

In no event shall XDRIP be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or data breaches (beyond what is directly caused by our gross negligence)
• Business interruption
• Reputational damage
• Cost of substitute services

Exceptions

These limitations do not apply to liability arising from gross negligence, willful misconduct, or any liability that cannot be excluded under applicable law.

10Termination

Termination for Convenience

Either party may terminate a Service Agreement for convenience by providing 14 days' written notice. In such case:

• The Client shall pay for all work completed up to the termination date
• XDRIP shall deliver all completed and in-progress Deliverables
• Any prepaid fees for uncompleted work shall be refunded on a pro-rata basis

Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches the agreement and fails to cure within 14 days of written notice
• Becomes insolvent, bankrupt, or ceases business operations
• Engages in illegal or unethical conduct related to the engagement

Effect of Termination

Upon termination, all rights and obligations cease except for: payment obligations, confidentiality obligations, intellectual property provisions, and any provisions that by their nature should survive termination.

11Dispute Resolution

Negotiation

The parties agree to attempt to resolve any dispute arising from these Terms or any Service Agreement through good-faith negotiation. Either party may initiate negotiation by providing written notice of the dispute.

Mediation

If negotiation fails to resolve the dispute within 30 days, either party may request mediation. Mediation shall be conducted in English in Colorado, USA, unless otherwise agreed.

Jurisdiction

If mediation fails, disputes shall be resolved by the competent courts of the State of Colorado, USA. Both parties consent to the exclusive jurisdiction of these courts.

12General Provisions

Governing Law

These Terms and any Service Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, USA, without regard to its conflict of law principles.

Entire Agreement

These Terms, together with any Service Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter.

Amendments

XDRIP may update these Terms from time to time. Material changes will be communicated to active Clients. Continued use of our Services after such changes constitutes acceptance of the updated Terms.

Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

Failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment

The Client may not assign or transfer any rights or obligations under these Terms without XDRIP's prior written consent. XDRIP may assign its rights and obligations to an affiliate or successor entity.

Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to: natural disasters, war, terrorism, pandemics, government actions, or infrastructure failures.

Independent Contractor

XDRIP is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties.

13Contact Information

For questions about these Terms or our Services, please contact us: