1. Introduction & Agreement to Terms

Welcome to Raydrim (“Raydrim”, “Company”, “we”, “us”, or “our”). These Terms of Service (“Terms”) constitute a legally binding agreement between Raydrim Digital Agency and you (“Client”, “User”, or “you”), governing your access to and use of the website located at Raydrim.com and all associated custom software development, web engineering, artificial intelligence integration, branding, and strategic consulting services (collectively, the “Services”).

By executing a Statement of Work (“SOW”), paying an initial deposit or invoice, or accessing our platform services, you acknowledge that you have read, understood, and agree to be bound by these Terms in full.

2. Agency Services & Statement of Work (SOW)

Raydrim delivers digital agency services under specific Statements of Work, Proposal documents, or Monthly Retainer Contracts agreed upon between Raydrim and the Client.

• Scope of Work: Detailed technical requirements, deliverables, milestones, timelines, and budgets will be defined in individual SOWs.
• Change Requests: Any requested modifications, additional features, or out-of-scope iterations following SOW sign-off will require a written Change Request and may adjust delivery dates and billing amounts.
• Third-Party Dependencies: Milestones depending on third-party APIs (e.g., OpenAI, AWS, Stripe, Shopify) are subject to external API availability and policy constraints.

3. Client Obligations & Approvals

Timely project execution relies on active Client collaboration. The Client agrees to:

• Provide requested text copy, brand assets, credentials, and API tokens within five (5) business days of request.
• Designate a qualified internal Project Lead empowered to grant approvals on project deliverables.
• Review design mockups and staging deployments promptly. Deliverables un-objected to after seven (7) business days will be deemed accepted.

4. Intellectual Property & Code Ownership

Raydrim retains ownership of pre-existing proprietary frameworks, open-source libraries, utility tools, and reusable core boilerplate routines (“Pre-Existing IP”) incorporated into deliverables. Raydrim grants Client a non-exclusive, royalty-free, perpetual license to use Pre-Existing IP as integrated into the final software product.

5. Payment Terms, Invoicing & Retainers

Financial arrangements are governed by the following standard billing policies:

• Fixed-Price Milestones: Standard contracts require a 50% initial deposit prior to kickoff, 25% upon staging delivery, and 25% prior to final production deployment and repository transfer.
• Monthly Retainers: Retainer hours are billed in advance on the 1st of each calendar month. Unused hours do not roll over unless explicitly noted in an active SOW.
• Late Payments: Invoices outstanding past 15 calendar days incur interest at 1.5% per month or the maximum rate permissible under law. Raydrim reserves the right to suspend development or staging environments for accounts overdue beyond 30 days.

6. Limitation of Liability & Warranties

Raydrim warrants that all code produced will conform substantially to specifications outlined in the SOW for a period of thirty (30) days following production deployment (“Bug-Fix Warranty”).

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAYDRIM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH OUR SERVICES. RAYDRIM’S TOTAL AGGREGATE LIABILITY UNDER ANY CONTRACT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO RAYDRIM IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

7. Confidentiality & Non-Disclosure

Both parties agree to hold all non-public information, trade secrets, business strategies, and technical architectures disclosed during the engagement in strict confidence. Confidential information shall not be disclosed to any third party without express prior written consent.

8. Contract Termination & Cancellation

Either party may terminate an active SOW for convenience upon providing fourteen (14) days written notice. In the event of termination, Client shall pay Raydrim for all work completed, hours logged, and non-cancelable expenses incurred up to the effective termination date.

9. Governing Law & Dispute Resolution

These Terms and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. Any legal suit, action, or proceeding shall be instituted exclusively in the federal or state courts located in San Francisco County, California.

10. Contact & Legal Inquiries

If you have questions regarding these Terms of Service or require formal legal correspondence, please contact our legal counsel team at: