Terms of Service

These Terms of Service ("Terms" or "Agreement") govern your access to and use of the website located at https://designglyph.com (the "Site") and the software engineering and consulting services provided by Design Glyph, the independent practice of Austin, based in Redmond, Utah 84652 ("Design Glyph," "we," "us," or "our"). By accessing the Site or engaging our services, you ("Client," "you," or "your") agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company or organization, you represent and warrant that you have the authority to bind that entity to these Terms.

Design Glyph provides full-stack software engineering services, including but not limited to:

• Frontend systems — Accessible, expressive interfaces built with technologies such as React, Next.js, and TypeScript.

• Backend engineering — Reliable services, APIs, queues, and integrations built for real-world constraints.

• Data and infrastructure — Data modeling, cloud architecture, and tooling to support product development.

The specific scope, deliverables, timelines, and fees for any engagement will be set forth in a separate written agreement, statement of work, or proposal ("Statement of Work" or "SOW") mutually agreed upon by both parties. In the event of any conflict between these Terms and a signed SOW, the SOW shall govern with respect to the specific engagement.

If you create an account on the Site or are granted access to any client portal, project management tool, or code repository:

• You are responsible for maintaining the confidentiality of your account credentials.

• You are responsible for all activities that occur under your account.

• You agree to notify us immediately of any unauthorized use of your account or any other security breach.

• We may suspend or terminate your account if we believe your conduct violates these Terms or applicable law.

4.1 Client-Owned Work Product: Upon receipt of full payment for all services rendered under an engagement, Design Glyph assigns and transfers to the Client all right, title, and interest in and to the deliverables specifically identified in the applicable SOW, including source code, designs, documentation, and other work product created for the Client ("Work Product").

4.2 Pre-Existing Materials: Design Glyph retains all right, title, and interest in any tools, frameworks, libraries, templates, or methodologies developed prior to or independently of the engagement ("Pre-Existing Materials"). Design Glyph grants the Client a perpetual, royalty-free, non-exclusive license to use Pre-Existing Materials solely as incorporated into the Work Product delivered to the Client.

4.3 Site Content: All content on the Site, including text, graphics, logos, code samples, and design elements, is the property of Design Glyph and is protected by applicable intellectual property laws.

4.4 Portfolio Rights: Design Glyph may include the Client's project in its portfolio and on its website, provided that any confidential or proprietary information is excluded or anonymized, unless the Client requests otherwise in writing.

• Fees: All fees for services will be as specified in the applicable SOW. Unless otherwise agreed, fees are billed in U.S. dollars.

• Invoicing: Invoices are issued according to the milestones or schedule set forth in the SOW. Invoices are due within 15 days of the invoice date unless otherwise specified.

• Late Payments: Invoices not paid within 15 days of the due date may accrue interest at 1.5% per month (or the maximum rate permitted by law). Design Glyph may suspend services for accounts that are more than 15 days past due.

• Expenses: Reasonable, pre-approved expenses (e.g., third-party services, hosting, software licenses) incurred on behalf of the Client will be billed at cost.

• Taxes: Fees do not include applicable taxes. The Client is responsible for all applicable taxes, including sales and use taxes, except taxes based on Design Glyph's net income.

To facilitate timely delivery of services, the Client agrees to provide timely access to information, systems, data, and personnel; designate a primary point of contact; review deliverables promptly within agreed timeframes; ensure provided materials do not infringe third-party rights; and obtain necessary licenses or consents.

Each party agrees to keep confidential any non-public information disclosed by the other party that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidentiality obligations survive termination of any engagement for a period of three (3) years.

8.1 Services Disclaimer: Design Glyph provides services on an "as is" and "as available" basis. Except as expressly set forth in an applicable SOW, Design Glyph disclaims all warranties, express or implied.

8.2 No Guarantee of Results: While Design Glyph endeavors to deliver high-quality work, we do not guarantee specific business outcomes, revenue results, or performance metrics.

8.3 Third-Party Services: The Client acknowledges that services may rely on third-party platforms (e.g., cloud providers, open-source software). Design Glyph is not responsible for the availability or accuracy of third-party services.

To the maximum extent permitted by applicable law, Design Glyph shall not be liable for any indirect, incidental, special, consequential, or punitive damages. Design Glyph's total aggregate liability arising out of or in connection with any engagement shall not exceed the total fees paid by the Client to Design Glyph for the specific services giving rise to the claim during the three (3) months preceding the event.

The Client agrees to indemnify and hold harmless Design Glyph from and against claims, damages, liabilities, costs, and expenses arising out of breach of these Terms, use of the Work Product, or infringement of third-party rights caused by materials provided by the Client.

Design Glyph agrees to indemnify and hold harmless the Client against third-party claims arising out of Design Glyph's infringement of intellectual property rights, subject to Section 9.

11.1 Termination for Convenience: Either party may terminate an engagement by providing written notice at least 30 days in advance. Client pays for services rendered up to the effective date.

11.2 Termination for Cause: Either party may terminate immediately if the other party materially breaches these Terms or the SOW and fails to cure within 15 days.

11.3 Survival: Sections 4, 5, 7, 8, 9, 10, and 12 survive termination.

12.1 Governing Law: Governed by and construed in accordance with the laws of the State of Utah.

12.2 Venue: Exclusive jurisdiction in state or federal courts located in Utah County, Utah.

12.3 Informal Resolution: The parties agree to attempt in good faith to resolve any dispute through informal discussions for 30 days before initiating formal legal proceedings.

12.4 Alternative Dispute Resolution: If not resolved informally, submitted to binding arbitration in Utah County, Utah under the rules of the American Arbitration Association.

We may update these Terms from time to time. When we make material changes, we will update the "Effective Date" at the top of these Terms. Your continued use of the Site or our services after any changes constitutes acceptance.

If you have any questions, concerns, or requests regarding these Terms, please contact us at: Design Glyph — Attn: Austin — Redmond, Utah 84652 — Email: [email protected]