Terms & Conditions

Terms governing use of XDTLR's website and services.

Last updated: March 27, 2026

Please read these Terms and Conditions (“Terms”) carefully before using the website at xdtlr.com (the “Site”) or engaging XDTLDR LLC (“XDTLR,” “we,” “our,” or “us”) for any services (collectively, the “Services”). By accessing the Site or using our Services, you (“you” or “Client”) agree to be bound by these Terms. If you do not agree, do not use the Site or Services.

1. Services

XDTLR provides software development, design, consulting, and related technology services. The specific scope, deliverables, timeline, and fees for any engagement will be set forth in a separate Statement of Work, proposal, or agreement (“SOW”). These Terms govern all SOWs and engagements unless expressly superseded in writing.

2. Acceptance and Modifications

We may update these Terms at any time by posting a revised version on the Site. The “Last updated” date indicates when changes were made. Your continued use of the Site or Services after any revision constitutes your acceptance of the updated Terms. It is your responsibility to review these Terms periodically.

3. Use of the Site

You may use the Site for lawful purposes only. You agree not to:

  • Use the Site in any way that violates applicable local, national, or international law.
  • Attempt to gain unauthorized access to any part of the Site or its underlying systems.
  • Transmit unsolicited commercial communications or malicious code.
  • Scrape, crawl, or harvest content or data from the Site without our prior written consent.
  • Use the Site in any manner that could damage, disable, or impair its operation.

We reserve the right to suspend or terminate access to the Site for any reason, at any time, without notice.

4. Intellectual Property

Our IP

All content on the Site — including text, graphics, logos, code, design, and trademarks — is owned by or licensed to XDTLR and is protected by applicable intellectual property laws. You may not copy, reproduce, distribute, modify, or create derivative works without our prior written permission.

Work Product

Unless otherwise expressly agreed in a signed SOW, all work product, deliverables, code, designs, inventions, and materials created by XDTLR in connection with the Services (“Work Product”) are and shall remain the exclusive property of XDTLR. Upon receipt of full payment, XDTLR grants you a non-exclusive, non-transferable license to use the Work Product solely for your internal business purposes.

Where a SOW grants you ownership of Work Product, that ownership vests only upon full payment of all amounts due. XDTLR retains a perpetual, royalty-free license to use any underlying tools, frameworks, methodologies, and general know-how developed or used in delivering the Services.

5. Confidentiality

Each party may disclose confidential information to the other in connection with the Services. Each party agrees to keep the other’s confidential information in confidence, use it only for the purposes of the engagement, and not disclose it to third parties without prior written consent — except as required by law or as necessary to perform the Services. This obligation survives termination of the engagement for three (3) years.

6. Fees and Payment

Fees are as set forth in the applicable SOW. Unless otherwise stated:

  • Invoices are due within fifteen (15) days of the invoice date.
  • Late payments accrue interest at 1.5% per month (or the maximum permitted by law, whichever is less).
  • We reserve the right to suspend Services for overdue invoices.
  • All fees are non-refundable except as expressly stated in the SOW.
  • You are responsible for all applicable taxes.

7. Data and Information Rights

By providing any data, content, or materials to XDTLR in connection with the Services, you grant XDTLR a worldwide, royalty-free, perpetual license to use, process, analyze, and retain such data for the purpose of delivering and improving the Services, developing internal tools and models, and for any other legitimate business purpose, subject to our Privacy Policy.

We may collect and use aggregated, anonymized, or de-identified information derived from your use of the Services without restriction.

8. Non-Solicitation

During any engagement and for twelve (12) months after its conclusion, you agree not to directly solicit, recruit, or hire any XDTLR employee or contractor who was involved in providing Services to you, without our prior written consent. A breach of this provision entitles XDTLR to a finder’s fee equal to six (6) months of the relevant individual’s compensation.

9. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT ON THE SITE.

10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, XDTLR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES — INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION — ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL XDTLR’S TOTAL CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO XDTLR IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

11. Indemnification

You agree to defend, indemnify, and hold harmless XDTLR and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Site or Services; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) any content or data you provide to us.

12. Termination

Either party may terminate an engagement as set forth in the applicable SOW. We may terminate or suspend your access to the Site at any time, for any reason, without notice. Upon termination: (a) all licenses granted herein terminate immediately; (b) you must pay all fees owed through the termination date; and (c) provisions that by their nature should survive (including IP, confidentiality, payment, indemnification, limitation of liability, and governing law) will survive.

13. Dispute Resolution

Informal Resolution

Before filing any formal claim, the parties agree to attempt to resolve any dispute informally by notifying the other party in writing and negotiating in good faith for at least thirty (30) days.

Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in the State of Delaware (or a mutually agreed location). The arbitrator’s decision shall be final and binding. Each party shall bear its own costs unless the arbitrator determines otherwise.

Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Exceptions

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm without waiving the right to arbitrate.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Subject to the arbitration clause above, you consent to the exclusive jurisdiction of courts located in Delaware for any matters not subject to arbitration.

15. General

  • Entire Agreement: These Terms, together with any applicable SOW and our Privacy Policy, constitute the entire agreement between you and XDTLR regarding the subject matter herein, and supersede all prior agreements and understandings.
  • Severability: If any provision of these Terms is found invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force.
  • No Waiver: Our failure to enforce any right or provision does not constitute a waiver of that right or provision.
  • Assignment: You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms freely.
  • Force Majeure: We are not liable for any failure or delay in performance due to causes beyond our reasonable control.

16. Contact

For questions regarding these Terms:

XDTLDR LLC Email: hello@xdtlr.com

These Terms do not constitute legal advice. You are encouraged to consult a qualified attorney regarding your specific circumstances.