Terms of Service.

Neutrino Design, LLC

Effective Date: July 22, 2026  ·  Last Updated: July 22, 2026

0. Agreement to Terms

These Terms of Service (“Terms”) are a binding legal agreement between you (“you,” “your,” “User,” or “Client”) and Neutrino Design, LLC, a limited liability company (“Neutrino,” “we,” “us,” or “our”), governing your access to and use of our website, portfolio, communications, proposals, deliverables, and any services, content, functionality, or materials we make available (collectively, the “Services”).

BY ACCESSING OR USING THE SERVICES, SUBMITTING AN INQUIRY, ACCEPTING A PROPOSAL, MAKING A PAYMENT, OR OTHERWISE ENGAGING US, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree, you must not access or use the Services.

PLEASE READ SECTIONS 16 THROUGH 20 CAREFULLY. THEY LIMIT OUR LIABILITY, DISCLAIM ALL WARRANTIES, REQUIRE INDIVIDUAL ARBITRATION, AND WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN ANY CLASS ACTION.

If you are entering into these Terms on behalf of a company or other entity, you represent and warrant that you have full authority to bind that entity, and “you” refers to both you individually and that entity.

You must be at least eighteen (18) years of age and legally capable of forming a binding contract to use the Services.

1. Structure of These Terms

Sections 1 through 8 and 14 through 26 apply to all Users, including casual visitors to our website. Sections 9 through 13 apply additionally to Clients who engage us for paid work. Where a separately executed and mutually signed agreement, statement of work, or master services agreement exists between you and Neutrino, that agreement controls only as to terms it expressly addresses, and these Terms govern all remaining subject matter.

2. Use of the Services

You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

• In any manner that violates any applicable federal, state, local, or international law, regulation, or ordinance.
• To exploit, harm, or attempt to exploit or harm any person or entity in any way.
• To interfere with, disable, overburden, or impair the proper working of the Services, or to introduce viruses, malware, or other malicious code.
• To impersonate any person or entity, or misrepresent your affiliation with any person or entity.
• To engage in any conduct that restricts or inhibits any other person’s use of the Services.

We reserve the right, in our sole and absolute discretion and without notice or liability, to refuse, restrict, suspend, or terminate access to the Services, in whole or in part, for any reason or no reason.

3. Acceptable Use and Prohibited Conduct

You agree not to:

• Attempt to gain unauthorized access to our systems, accounts, servers, networks, or those of any third party.
• Use the Services to transmit spam, unsolicited communications, malware, or content that infringes third-party rights.
• Scrape, crawl, spider, index, harvest, mine, or otherwise extract data from the Services by automated or manual means without our express prior written consent.
• Use the Services or any content therein to train, fine-tune, benchmark, or otherwise develop any machine learning model, large language model, or artificial intelligence system, or to create any dataset for such purposes, without our express prior written consent.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code, structure, or underlying ideas of any part of the Services.
• Remove, obscure, or alter any copyright, trademark, or other proprietary notice.
• Copy, frame, mirror, or resell any portion of the Services.

Any violation may result in immediate termination of access, forfeiture of any amounts paid, and civil or criminal legal action. You agree that a violation of this Section causes irreparable harm for which monetary damages are an inadequate remedy, and that we are entitled to seek injunctive relief without the requirement of posting a bond or proving actual damages.

4. Intellectual Property

4.1 Our Property

All content, features, and functionality comprising the Services, including without limitation all text, code, software, graphics, logos, icons, images, audio, video, designs, layouts, user interfaces, methodologies, processes, documentation, and the selection, arrangement, and “look and feel” thereof, are the exclusive property of Neutrino Design, LLC or its licensors and are protected by United States and international copyright, trademark, trade dress, patent, trade secret, and other intellectual property laws. All rights not expressly granted are reserved.

You may not copy, reproduce, republish, upload, post, transmit, distribute, modify, translate, publicly display, publicly perform, sell, license, or create derivative works from any portion of the Services without our express prior written consent.

4.2 Limited License to You

We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Services for your personal, non-commercial informational purposes only. This license terminates automatically upon any breach of these Terms.

4.3 Third-Party Marks

All client logos, trademarks, service marks, trade names, and visuals displayed on our website or in our portfolio are the property of their respective owners and are used for identification and illustrative purposes only. Their display does not imply ongoing partnership, endorsement, sponsorship, active collaboration, or any current relationship.

4.4 Feedback

Any suggestions, ideas, feedback, recommendations, concepts, or other input you provide regarding the Services (“Feedback”) is provided voluntarily and on a non-confidential basis. You hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, and commercially exploit such Feedback for any purpose without attribution, compensation, or obligation of any kind.

4.5 Portfolio and Promotional Rights

Unless expressly prohibited by a mutually signed written agreement, you grant us a perpetual, worldwide, royalty-free, irrevocable license to reproduce, display, and distribute the work we produce for you, along with your name, logo, and trademarks, in our portfolio, case studies, award submissions, proposals, presentations, social media, and other promotional materials, in any medium now known or later developed.

5. Ownership of Deliverables

5.1 Transfer Conditioned on Payment

Notwithstanding anything to the contrary, all right, title, and interest in and to any deliverables, work product, designs, code, or materials we produce for you (the “Deliverables”) remain vested exclusively in Neutrino Design, LLC until we have received payment in full of all amounts owed by you, including any accrued interest, fees, and costs. Upon receipt of payment in full and not before, we assign to you such rights in the final Deliverables as are expressly identified in the applicable written agreement, and no others. Any use of the Deliverables prior to payment in full constitutes copyright infringement and a material breach of these Terms.

5.2 Retained Materials

We retain sole and exclusive ownership of all pre-existing and independently developed intellectual property, including without limitation our tools, frameworks, libraries, code snippets, templates, boilerplate, component systems, design systems, know-how, processes, methodologies, techniques, and general skills and experience (“Retained Materials”), regardless of whether they are incorporated into or necessary to the operation of any Deliverable. To the extent Retained Materials are embedded in a Deliverable, we grant you a non-exclusive, non-transferable, non-sublicensable license to use them solely as part of that Deliverable and solely for your internal business purposes.

Nothing in these Terms restricts us from using, developing, or commercializing Retained Materials, ideas, concepts, techniques, or know-how for any purpose, including for other clients or competitors, and including work that is similar to work performed for you.

5.3 Concepts Not Selected

All preliminary concepts, comps, drafts, sketches, unused options, and rejected work remain our exclusive property. You acquire no rights in them and may not use, adapt, or reproduce them.

5.4 Client-Provided Materials

You represent and warrant that you own or hold all rights necessary in any content, text, images, fonts, logos, data, code, or other materials you provide to us (“Client Materials”), and that our use of Client Materials as directed by you will not infringe or misappropriate any third-party right or violate any law. You grant us a worldwide, royalty-free license to use, reproduce, modify, and display Client Materials as necessary to perform the Services. We have no obligation to verify, clear, license, or investigate the provenance of any Client Materials, and you assume all risk and liability arising from them.

6. Time and Materials; Estimates; Scope

Unless expressly stated otherwise in a mutually signed written agreement, all work performed by Neutrino Design, LLC is billed on a time and materials basis at our then-current rates.

Any estimates, scopes, proposals, budgets, timelines, or projections we provide are non-binding, are furnished solely for planning purposes, and are subject to change at any time based on evolving project needs, scope changes, timelines, dependencies, third-party factors, or technical complexity. Estimates are not fixed-price quotes, caps, or guarantees, and we are under no obligation to complete work within any estimate.

No verbal statement, email, chat message, proposal, mockup, presentation, or other communication shall constitute a binding offer, contract, or commitment unless and until formalized in a written agreement signed by an authorized representative of Neutrino Design, LLC.

We may revise our rates at any time upon written notice. Revised rates apply to all work performed after the notice date.

Any work requested outside the agreed scope, including revisions beyond any stated revision allowance, constitutes additional work billable at our then-current rates and may extend all timelines.

7. Payment Terms

7.1 Invoicing and Due Dates

Invoices are due and payable upon receipt unless otherwise stated, and in no event later than fifteen (15) days from the invoice date. Time is of the essence with respect to payment.

7.2 Deposits

Deposits, retainers, and advance payments are earned upon receipt, are non-refundable under all circumstances, and are applied to reserve capacity and to compensate for opportunity cost. This applies regardless of whether work is commenced, completed, cancelled, or terminated, and regardless of the reason.

7.3 Late Payment

Past due amounts accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law if lower, from the due date until paid in full. You agree to pay all costs of collection, including reasonable attorneys’ fees, court costs, collection agency fees, and expenses, whether or not suit is filed.

7.4 Suspension and Withholding

If any amount is more than ten (10) days past due, we may, without liability and without waiving any other remedy, suspend or cease all work, withhold Deliverables, source files, credentials, and access, disable or take offline any work product hosted or controlled by us, and terminate the engagement. Timelines are extended by at least the duration of any suspension plus a reasonable re-mobilization period.

7.5 No Refunds and No Setoff

Except where required by applicable law, all payments are final and non-refundable. You may not withhold, offset, or reduce any payment on account of any dispute, alleged deficiency, counterclaim, or dissatisfaction. Disputes regarding an invoice must be submitted in writing with reasonable detail within ten (10) days of the invoice date or are permanently waived.

7.6 Chargebacks

Initiating a chargeback, payment reversal, or dispute with a payment processor without first exhausting the dispute process in Section 7.5 constitutes a material breach. You agree to reimburse us for all resulting fees, costs, and expenses, including attorneys’ fees, and we may immediately terminate all Services and revoke all licenses granted.

7.7 Taxes and Expenses

All fees are exclusive of taxes. You are responsible for all sales, use, VAT, and similar taxes, excluding taxes on our net income. Third-party costs, including hosting, domains, licenses, plugins, stock assets, fonts, subscriptions, and travel, are passed through to you and may include a reasonable administrative markup.

8. Client Responsibilities

You are solely responsible for providing timely feedback, approvals, content, credentials, access, and materials necessary for us to perform the Services. Any delay caused by you, your agents, or your third-party vendors extends all timelines and may result in additional charges for rescheduling, re-mobilization, and idle capacity.

If you fail to respond to a request for information, feedback, or payment for thirty (30) consecutive days, the project may be deemed abandoned at our sole discretion. Upon abandonment, all amounts paid are forfeited, all amounts for work performed become immediately due, and resumption is subject to a new agreement, current rates, and a re-engagement fee.

Approval of any deliverable, proof, or design by you constitutes final acceptance and releases us from liability for any error, defect, or omission in the approved item, including typographical, factual, legal, and compliance errors.

9. Third-Party Services and Dependencies

The Services may rely on, integrate with, or link to third-party platforms, hosting providers, APIs, plugins, themes, frameworks, app stores, payment processors, analytics tools, and other services. We do not control and are not responsible for the availability, performance, security, pricing, policies, changes, deprecation, or discontinuation of any third-party service, or for any resulting downtime, data loss, rejection, removal, or damage.

Links to third-party websites are provided solely for convenience. We do not endorse and are not responsible for their content, accuracy, security, or availability. Access is at your own risk.

You are solely responsible for maintaining backups, security updates, licenses, subscriptions, and ongoing maintenance of any deployed work unless we are separately engaged under a written maintenance agreement.

10. Marketing Metrics and Client References

From time to time we may reference performance figures such as total application downloads, impressions, or user reach. These are aggregated estimates derived from internal data across multiple platforms, projects, and time periods, are provided for illustrative purposes only, and should not be relied upon. We make reasonable efforts to ensure general accuracy but expressly disclaim any guarantee of precision, completeness, currency, or applicability to any future engagement.

We may identify clients based on: (a) direct contracts; (b) work performed in an agency, subcontractor, or white-label capacity; or (c) relationships established by current or former team members. Such listings are not a representation of current affiliation, active engagement, or endorsement.

11. Results Disclaimer

Any statement, example, or case study regarding outcomes, including traffic increases, conversions, rankings, engagement, revenue, or sales growth, reflects past results in specific circumstances and is not a prediction, promise, projection, or guarantee of any result. Individual outcomes vary based on numerous factors outside our control, including your implementation, staffing, budget, product, pricing, market conditions, competition, and third-party platform behavior. WE MAKE NO GUARANTEE OF ANY SPECIFIC RESULT, AND YOU AGREE THAT NO RESULT HAS BEEN PROMISED TO YOU.

12. Confidentiality

Each party agrees not to disclose the other’s non-public information that is clearly marked confidential at the time of disclosure. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was known prior to disclosure, is independently developed, or is received from a third party without restriction, and does not apply to disclosures required by law or legal process. This obligation expires two (2) years after disclosure.

Nothing in this Section limits our rights under Section 4.5 (Portfolio and Promotional Rights) or Section 5.2 (Retained Materials).

13. Non-Solicitation

During any engagement and for twelve (12) months thereafter, you agree not to directly or indirectly solicit for employment or engagement, hire, or contract with any employee, contractor, or subcontractor of Neutrino Design, LLC who performed work related to your engagement, without our prior written consent. If you breach this Section, you agree to pay us, as liquidated damages and not as a penalty, an amount equal to fifty percent (50%) of that individual’s first-year total compensation, the parties agreeing that actual damages would be difficult to determine and that this amount is a reasonable estimate.

14. Disclaimer of Warranties

THE SERVICES, ALL CONTENT, AND ALL DELIVERABLES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEUTRINO DESIGN, LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICES OR ANY DELIVERABLE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, BUG-FREE, COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, BROWSER, OR DEVICE, FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. WE DO NOT WARRANT THAT ANY DELIVERABLE WILL COMPLY WITH ANY LAW, REGULATION, ACCESSIBILITY STANDARD, OR INDUSTRY STANDARD, INCLUDING WITHOUT LIMITATION THE ADA, WCAG, GDPR, CCPA, HIPAA, PCI-DSS, OR ANY APP STORE OR PLATFORM POLICY, UNLESS EXPRESSLY AND SPECIFICALLY AGREED IN A SIGNED WRITING.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above exclusions apply to the fullest extent permitted by law.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEUTRINO DESIGN, LLC OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, BUSINESS OPPORTUNITY, DATA, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, OR ANY DELIVERABLE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000.00). IF YOU HAVE NOT PAID US ANY AMOUNTS, OUR TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

THE FOREGOING LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

You acknowledge that these limitations are an essential basis of the bargain, that our pricing reflects this allocation of risk, and that we would not provide the Services without them.

Some jurisdictions do not allow certain limitations of liability. In such jurisdictions, our liability is limited to the greatest extent permitted by law.

16. Indemnification

You agree to defend, indemnify, and hold harmless Neutrino Design, LLC and its members, managers, officers, employees, contractors, agents, suppliers, and licensors from and against any and all claims, demands, actions, proceedings, damages, judgments, settlements, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

• Your use of or access to the Services;
• Your breach or alleged breach of these Terms or any representation or warranty herein;
• Any Client Materials or any content, data, or instructions you provide;
• Your violation of any law, regulation, or third-party right, including any intellectual property, privacy, publicity, or contract right;
• Any use, deployment, modification, or misuse of any Deliverable by you or any third party;
• Any claim that any Deliverable fails to comply with any law, regulation, accessibility standard, or platform policy; and
• Any dispute between you and any third party.

We reserve the right, at your expense, to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully. You may not settle any matter affecting us without our prior written consent.

17. Termination

We may suspend or terminate your access to the Services, and any engagement, at any time, for any reason or no reason, with or without notice, and without liability.

Upon termination for any reason: (a) all amounts for work performed through the termination date become immediately due and payable; (b) all deposits and prepayments are forfeited; (c) all licenses granted to you terminate immediately if any amount remains unpaid; and (d) we have no obligation to deliver work product, source files, credentials, or transition assistance.

Sections 3, 4, 5, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21 survive any termination or expiration.

18. Force Majeure

We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, hurricanes, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labor disputes, government action, power or internet outages, cyberattack, hosting or platform failures, third-party service disruptions, supply chain interruption, or illness or unavailability of key personnel.

19. Dispute Resolution, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND REQUIRES INDIVIDUAL ARBITRATION.

19.1 Informal Resolution First

Before initiating any arbitration or legal proceeding, you agree to first send a written notice describing the dispute in reasonable detail to [show email] and to negotiate in good faith for at least sixty (60) days. This is a condition precedent to commencing any proceeding.

19.2 Binding Arbitration

Except as set forth in Section 19.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, including their formation, interpretation, breach, termination, validity, or enforceability, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, conducted in Montgomery County, Virginia or, at our election, by videoconference or on the documents. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve all threshold questions of arbitrability.

19.3 Class Action and Jury Trial Waiver

YOU AND NEUTRINO DESIGN, LLC EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING, AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE THAT PARTY’S INDIVIDUAL CLAIM.

If this Section 19.3 is found unenforceable as to any claim, that claim shall be severed and litigated in court under Section 20, and the remainder of this Section 19 shall remain in effect.

19.4 Time Limitation

ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES. ANY CLAIM NOT BROUGHT WITHIN THAT PERIOD IS PERMANENTLY BARRED.

19.5 Exceptions

Either party may bring an individual action in small claims court. We may seek injunctive or equitable relief, and may pursue collection of unpaid amounts, in any court of competent jurisdiction without first proceeding under Sections 19.1 or 19.2.

19.6 Attorneys’ Fees

In any arbitration, action, or proceeding arising out of or relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees, and costs.

20. Governing Law and Venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

To the extent any matter is not subject to arbitration under Section 19, you irrevocably consent to the exclusive personal jurisdiction and venue of the state and federal courts located in Montgomery County, Virginia, and waive any objection based on inconvenient forum or lack of personal jurisdiction.

21. Modifications

We reserve the right to change, suspend, or discontinue any part of the Services at any time, for any reason, without notice or liability.

We may revise these Terms at any time in our sole discretion. Revised Terms are effective immediately upon posting with an updated effective date. YOUR CONTINUED ACCESS TO OR USE OF THE SERVICES AFTER ANY REVISION CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS. It is your responsibility to review these Terms periodically. If you do not agree to any revision, your sole remedy is to discontinue use of the Services.

22. Electronic Communications and Signatures

You consent to receive communications from us electronically, including by email, and agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that they be in writing. You agree that electronic signatures, approvals, and acceptances (including by email confirmation or clicking an acceptance button) have the same legal effect as handwritten signatures.

23. Privacy

Your use of the Services is also governed by our Privacy Policy, which is incorporated by reference.

24. Copyright Complaints

If you believe content on our Services infringes your copyright, send a notice complying with 17 U.S.C. § 512(c)(3) to [show email]. We may remove or disable access to allegedly infringing material at our discretion and may terminate repeat infringers.

25. General Provisions

Entire Agreement. These Terms, together with any mutually signed written agreement, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous understandings, proposals, representations, and communications, whether oral or written. You acknowledge that you have not relied on any statement, representation, or promise not expressly set forth herein.

Order of Precedence. In the event of a conflict, a mutually signed written agreement controls as to the specific terms it expressly addresses; these Terms control as to all other matters. Your purchase orders, vendor terms, standard forms, and other documents are of no force or effect, and any conflicting or additional terms in them are expressly rejected, regardless of whether we sign or acknowledge them.

Severability. If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions remain in full force and effect.

No Waiver. No failure or delay in exercising any right constitutes a waiver. Any waiver must be in writing and signed by us, and applies only to the specific instance.

Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent; any attempted assignment is void. We may freely assign these Terms, in whole or in part, without notice or consent.

No Third-Party Beneficiaries. These Terms confer no rights on any third party, except that our members, managers, officers, employees, contractors, agents, suppliers, and licensors are intended third-party beneficiaries of Sections 14, 15, and 16.

Independent Contractor. Nothing herein creates any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties.

No Construction Against Drafter. These Terms shall not be construed against either party as drafter.

Headings. Headings are for convenience only and do not affect interpretation.

Notices. Notices to us must be sent to [show email]. Notices to you may be sent to any email address you have provided and are deemed received upon transmission.

26. Contact

For questions about these Terms, contact:

Neutrino Design, LLC
[show email]
215 N Payne St STE 33038
Alexandria, VA 22314