Terms & Conditions

1. Introduction

Welcome to www.draidel.com (the “Website”), which is owned and operated by Draidel LLC (“Draidel,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your access to and use of our Website and any technical consulting services, content, features, or functionality offered through it (collectively, the “Services”). By accessing the Website or engaging our Services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use the Website or our Services.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• “Client” – any individual or entity that uses our Website or engages Draidel for consulting Services.
• “User” – any individual or entity accessing or using the Website (this includes Clients and any other visitors).
• “Services” – the technical consulting services offered by Draidel, including but not limited to software development, IT consulting, technical project management, and any related deliverables or work products we provide.
• “Deliverables” – any work product, report, software, documentation, or other materials that Draidel develops or provides to a Client as part of the Services.
• “Confidential Information” – any non-public information disclosed by one party to the other in connection with the Services, which may include business strategies, technical data, customer information, software code, trade secrets, or any information marked or understood to be confidential.
• “Website Content” – all text, graphics, logos, images, code, software, and other content made available on the Website (excluding Deliverables provided to specific Clients).

Any other capitalized terms not defined above have the meanings given elsewhere in these Terms.

3. Eligibility and Acceptance of Terms

3.1 Legal Capacity

By using the Website or our Services, you affirm that you are at least 18 years old (or the age of majority in your jurisdiction, if higher) and that you have the legal capacity to enter into a binding contract.

3.2 Business Use

If you are accessing the Website or Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such a case, “you” and “your” will refer to both the individual using the Services and the entity they represent.

3.3 Service Agreements

Use of certain Services may require you to enter into a separate written agreement such as a Master Services Agreement or Statement of Work (“Service Agreement”). These Terms apply to your use of the Website and the Services generally. In the event of any conflict between these Terms and any signed Service Agreement with Draidel, the terms of the signed Service Agreement will control for that specific project or engagement.

4. License to Use the Website

4.1 Limited License

Subject to your compliance with these Terms, Draidel grants you a personal, revocable, non-exclusive, non-transferable, limited license to access and use the Website for the sole purpose of learning about our Services or engaging with us for technical consulting. Any other commercial use of our Website or its content is prohibited without our prior written consent.

4.2 Intellectual Property on Website

All Website Content, including software, designs, trademarks, service marks, trade names, and logos (collectively, “Draidel IP”), is the property of Draidel or its licensors and is protected by intellectual property laws. Your use of the Website does not grant you any ownership or rights to the Draidel IP. You agree not to copy, reproduce, modify, create derivative works from, distribute, publicly display, publicly perform, republish, download, store, or transmit any portion of the Website or Draidel IP without Draidel’s prior written permission, except as allowed under these Terms. You may print or download reasonable portions of Website Content for your personal use in evaluating our Services, but you must not remove or alter any copyright, trademark, or other proprietary notices.

5. Scope of Services and Deliverables

5.1 Services Description

Draidel provides technical consulting and related services as described on our Website or in communications with Clients. The specific scope, timeline, and fees for Services will typically be detailed in a proposal, quote, or Service Agreement provided to the Client. Draidel agrees to use commercially reasonable efforts to deliver the Services and any agreed-upon Deliverables in accordance with the specifications and schedule defined in such documents.

5.2 Changes to Scope

If you request any change to the scope of an ongoing project (for example, additional features or tasks not originally agreed), such changes should be documented and may require a written change order or amended agreement. We will inform you of any adjustments to fees, timeline, or other terms resulting from your requested changes, and both parties must agree in writing to the changes before we proceed.

5.3 Acceptance of Deliverables

Upon completion of a project or a project milestone, we may provide you with Deliverables for review. You agree to review any Deliverable promptly and notify Draidel of any issues or non-conformity with the agreed specifications within a reasonable time (for example, within 10 business days of delivery, unless another period is specified in a Service Agreement). If you do not provide feedback or rejection of a Deliverable within the agreed review period, the Deliverable will be deemed accepted. Minor defects or issues which do not substantially affect the functionality of a Deliverable shall not be grounds for rejection, but Draidel will use good faith efforts to correct such issues as part of the project scope.

6. Client Responsibilities

To ensure a successful engagement, the Client has certain responsibilities:

6.1 Provide Information

You agree to provide timely and accurate information, materials, and feedback to Draidel as needed for us to perform the Services. Draidel will not be responsible for any delays or failure to meet project timelines if you fail to fulfill your obligations or respond promptly to requests for input or approvals.

6.2 Necessary Rights

If you provide Draidel with any materials, data, software, or intellectual property to be used in a project, you represent and warrant that you have all necessary rights and licenses to such materials. You grant Draidel a limited, royalty-free license to use, modify, and incorporate these materials for the purpose of delivering the Services to you. You retain all ownership of materials you provide to us (subject to Draidel’s ownership of any modifications or additions as set forth in Section 7.2 below).

6.3 Cooperation

You will cooperate in good faith with Draidel and its personnel. This includes making yourself or your staff available for meetings, providing access to systems or environments as reasonably required, and not impeding the performance of the Services.

6.4 Compliance with Law

You shall ensure that your use of the Services and any instructions or directives you give to Draidel during the project are in compliance with all applicable laws and regulations. Draidel is not obligated to perform any work that it believes, in good faith, would violate any law or infringe any third-party rights.

7. Confidentiality and Non-Disclosure

7.1 Mutual Confidentiality

Both Draidel and the Client may have access to the other party’s Confidential Information in the course of an engagement. Each party agrees to keep the other’s Confidential Information strictly confidential and to use it only for the purpose of fulfilling the obligations under these Terms or any specific Service Agreement. Except as permitted in writing by the disclosing party, neither party will disclose the other’s Confidential Information to any third party, except to those employees or contractors who need to know it to perform work related to the Services and who are bound by confidentiality obligations at least as protective as those in these Terms. Each party will protect the confidentiality of the information with the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.

7.2 Exceptions

The obligations in this Section 7 will not apply to information that the receiving party can demonstrate: (a) was already known to the receiving party without an obligation of confidentiality before disclosure by the disclosing party; (b) is or becomes publicly known through no wrongful act of the receiving party; (c) was rightfully obtained by the receiving party from a third party who had the right to disclose it without breaching any confidentiality obligation; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Additionally, a party may disclose Confidential Information to the extent required by law or court order, provided that (if legally permissible) the receiving party gives prompt written notice to the disclosing party and cooperates in any effort to obtain a protective order or limit the required disclosure.

7.3 Non-Disclosure Agreements

In some cases, the parties may sign a separate Non-Disclosure Agreement (“NDA”) to further detail their confidentiality obligations. If an NDA is in place between the Client and Draidel, the terms of that NDA are in addition to (and not in lieu of) the confidentiality obligations in these Terms. In the event of a conflict between this Section 7 and a separate NDA between the parties, the terms of the NDA will control.

7.4 Duration

The confidentiality obligations in these Terms shall commence upon disclosure of any Confidential Information and continue for three (3) years after the termination or completion of the Services (or indefinitely, to the extent the Confidential Information constitutes a trade secret under applicable law).

8. Non-Solicitation of Personnel

To protect Draidel’s legitimate business interests, you agree that during the term of any engagement and for a period of twenty-four (24) months after the conclusion of your last project or Service with Draidel, you will not directly or indirectly solicit for employment or contract (or assist any other entity in soliciting) any person who is or was an employee or independent contractor of Draidel and who was involved in providing Services to you. This restriction does not apply to general job postings or public solicitations not specifically directed at Draidel’s personnel.

8.1 Liquidated Damages

You acknowledge that a breach of this non-solicitation clause could cause significant harm to Draidel’s business that may be difficult to quantify. Therefore, if you violate this Section 8, you agree that Draidel shall be entitled to recover liquidated damages in the amount of $10,000 (USD) for each such violation, as a reasonable estimate of damages and not as a penalty. This remedy is in addition to any other rights or remedies Draidel may have at law or in equity, including injunctive relief to prevent further breaches.

9. Privacy and Data Protection

Your use of our Website and Services is also governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand how we collect, use, and protect your personal information. We are committed to complying with applicable data protection laws, including the California Consumer Privacy Act (CCPA) and the EU General Data Protection Regulation (GDPR) where relevant.

• 9.1 Data Usage: By using the Services or submitting personal information through the Website, you consent to the collection and use of information as outlined in the Privacy Policy.
• 9.2 Data Rights: Depending on your jurisdiction, you may have certain rights regarding your personal data (e.g., the right to access, correct, or delete personal information). Details of these rights and how to exercise them are provided in the Privacy Policy.
• 9.3 Data Security: Draidel implements reasonable technical and organizational measures to secure personal data and project data against unauthorized access, alteration, disclosure, or destruction. However, you acknowledge that no method of transmission over the Internet or method of electronic storage is 100% secure, and we cannot guarantee absolute security.

10. Fees, Payment Terms, and Taxes

10.1 Fees and Quotes

The fees for our consulting Services will be communicated to you either via the Website (for standard service offerings) or in a written quote, proposal, or Service Agreement. All prices and rates are expressed in U.S. Dollars unless otherwise noted. We reserve the right to change our fees or rates for future projects or Services; however, any such changes will not affect a Service Agreement already in place without mutual agreement.

10.2 Invoicing and Payment

Payment terms for Services will be agreed upon before work begins. We may require an upfront deposit or periodic payments (e.g., milestone-based or monthly invoices) as detailed in a proposal or contract. By providing a payment method (such as a credit card or bank account information) to Draidel, you represent that you are authorized to use that payment method and you authorize Draidel to charge that method for all agreed fees incurred for the Services. Unless otherwise specified, invoices are due upon receipt.

10.3 Late Payments

If any payment is not received by the due date, Draidel reserves the right to suspend work or access to Deliverables until the account is brought current. You will be responsible for any reasonable costs Draidel incurs in collecting overdue amounts, including attorneys’ fees and collection agency charges. Late payments may incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if lower) on the outstanding balance from the due date until paid.

10.4 No Refunds

Except as required by applicable law or expressly agreed by Draidel in writing, all fees and charges are non-refundable once Services have been delivered or work has commenced. This includes instances where you choose to terminate a project early (outside of any contractual termination provisions)—in such cases, you remain responsible for payment of any work completed or expenses incurred up to the date of termination.

10.5 Taxes

You are responsible for paying any sales, use, value-added, or other taxes (excluding taxes on Draidel’s net income) that apply to your purchase or use of our Services. If Draidel is required to collect such taxes, the applicable amount will be added to your billing total unless you provide a valid tax exemption certificate.

11. Cancellation, Suspension, and Termination

11.1 Cancellation by Client

If you wish to cancel or reschedule a Service engagement (for example, terminating a project before completion or canceling a recurring service arrangement), you must provide written notice to Draidel. We will work with you in good faith to wind down the Services. You will be responsible for payment of Services rendered up to the effective date of cancellation and any non-cancellable expenses or commitments we have incurred on your behalf. Any prepaid fees for Services not yet rendered will be handled in accordance with Section 10.4 (No Refunds) unless otherwise required by law or agreed in writing.

11.2 Suspension or Termination by Draidel

We reserve the right to suspend or terminate your access to the Website or any ongoing Services, at our sole discretion, with or without prior notice, if we believe that: (a) you have violated these Terms or any applicable law; (b) you have materially breached a Service Agreement (such as failure to pay or misuse of deliverables); (c) it is necessary to protect the security or integrity of the Website or Draidel’s rights; or (d) we are required to do so by law or court order. In the event of suspension or termination by us due to your breach, we will have no liability to you, and we may pursue any remedies available at law or equity.

11.3 Effect of Termination

Upon any termination of Services or cancellation of a project, your right to receive any further work from Draidel will cease. Draidel will deliver to you any work product or Deliverables completed and paid for up to the termination date (subject to any applicable intellectual property transfer provisions). Sections of these Terms which by their nature should survive termination (such as Confidentiality, Intellectual Property rights, Disclaimers, Limitation of Liability, Indemnification, and Governing Law) will continue in full force and effect notwithstanding the termination of Services.

12. Acceptable Use of the Website and Services

12.1 Prohibited Conduct

When accessing or using our Website or Services, you agree that you will NOT:

• (a) Violate any applicable law or regulation, or infringe the rights of any third party (including intellectual property rights and privacy rights).
• (b) Interfere with, disrupt, or compromise the security or functionality of the Website or our systems.
• (c) Introduce any malware, viruses, worms, Trojan horses, spyware, or any other harmful code into the Website, our software, or systems.
• (d) Engage in any unauthorized data mining, scraping, crawling, or collection of information from the Website.
• (e) Misrepresent your identity or affiliation, or impersonate any person or entity, when communicating with us or using the Website.
• (f) Attempt to circumvent any technical measures or access controls implemented on the Website to restrict certain areas or information.
• (g) Use the Website or Services for any unlawful, fraudulent, or malicious purposes, or in any manner that could damage, disable, or overburden our infrastructure.
• (h) Post or transmit any content through the Website that is unlawful, defamatory, obscene, harmful, or that violates any person’s rights.

Violation of any of the above may result in immediate termination of your access to the Website or Services (without limiting any other remedies available to Draidel).

12.2 User Contributions

If our Website allows you to post comments, reviews, or other content (for example, on a blog or forum), you are solely responsible for the content you post. You agree that any content you submit will not violate the rights of any third party or any laws. By submitting or posting content on our Website, you grant Draidel a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, publish, translate, distribute, perform, and display that content (in whole or in part) and to incorporate it in other works in any form, media, or technology. Draidel reserves the right (but not the obligation) to remove or edit user-submitted content for any reason in its discretion.

12.3 Account Security

If you are provided with an account or login credentials to access any part of our Website or a client portal, you are responsible for maintaining the confidentiality of your username, password, and other login information. You agree to notify us immediately at the contact information provided on our Website if you suspect any unauthorized use of your account or credentials. Draidel will not be liable for any loss or damage arising from your failure to protect your account information.

13. Intellectual Property Rights in Deliverables

13.1 Pre-existing IP

Each party shall retain ownership of any Intellectual Property (such as software, tools, frameworks, data, or know-how) that was owned or developed by that party prior to the start of the Services or that was developed outside the scope of the Services (“Pre-existing IP”). If Draidel incorporates any of its Pre-existing IP into the Deliverables or uses any third-party materials or open-source software in the course of providing Services, Draidel will inform the Client where practical. Draidel (or the applicable third-party) retains all rights in such Pre-existing IP, and does not transfer ownership of that to the Client. However, Draidel grants the Client a non-exclusive, royalty-free, perpetual license to use any Draidel Pre-existing IP included in the Deliverables solely as part of the Deliverables and for the purpose for which those Deliverables were provided.

13.2 Ownership of Deliverables

Unless otherwise agreed in writing (for example, in a Service Agreement), and subject to full payment of all fees due, Draidel agrees that the final Deliverables specifically created for and delivered to the Client as part of the Services will become the property of the Client. Draidel will assign to the Client all rights, title, and interest in such Deliverables upon receipt of full payment. However, Draidel may retain copies of the Deliverables for archival and portfolio purposes (except to the extent the Deliverables contain the Client’s Confidential Information, in which case Draidel will handle such copies in accordance with Section 7, Confidentiality).

13.3 Draidel’s Portfolio and Reuse Rights

Client grants Draidel the right to reference the Client’s name and a high-level description of the project in Draidel’s marketing materials or portfolio, unless the Client specifically requests in writing that they not be used for marketing due to confidentiality or other concerns. Furthermore, the Client acknowledges that Draidel and its personnel may acquire general knowledge, experience, and skills during the course of a project, and the Client agrees that nothing in these Terms will limit Draidel’s right to use such general know-how and experience (including ideas, concepts, processes, and techniques that are not Confidential Information of the Client) in future projects or business, provided that in doing so Draidel does not use or disclose the Client’s Confidential Information.

13.4 Third-Party Components

If any Deliverable includes third-party intellectual property (such as open-source software libraries or licensed components), the Client’s rights to use those third-party components will be subject to the terms and conditions of the corresponding third-party licenses. Draidel will make reasonable efforts to inform the Client of any material third-party licenses that apply to Deliverables. The Client agrees to comply with any such third-party license terms as necessary for their use of the Deliverables.

14. Third-Party Links and Content

The Website may contain links to third-party websites or resources that are not owned or controlled by Draidel. These links are provided for convenience only. Draidel does not endorse and is not responsible for the content, products, services, or information on any third-party websites. If you access a third-party site via a link on our Website, you do so at your own risk. We encourage you to review the terms and conditions and privacy policies of any third-party websites you visit, as their policies will differ from ours and we have no control over them.

15. Disclaimers of Warranties

15.1 “As Is” Basis

THE WEBSITE AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. DRAIDEL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ABOUT THE WEBSITE OR THE SERVICES EXCEPT AS EXPRESSLY STATED IN A SERVICE AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRAIDEL DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Website will be uninterrupted or error-free, that any defects will be corrected, or that the site is free of viruses or other harmful components.

15.2 No Guarantee of Results

You understand and agree that Draidel does not guarantee any particular outcome or results from the use of our consulting Services. While we strive to deliver work of high quality and to help you achieve your goals, you acknowledge that the success of a project can depend on numerous factors beyond our control (including your own implementation of our advice or deliverables). DRAIDEL MAKES NO GUARANTEE THAT THE SERVICES OR DELIVERABLES WILL MEET YOUR EXPECTATIONS, ACHIEVE ANY INTENDED RESULTS, OR THAT ANY RECOMMENDATIONS PROVIDED WILL BE SUCCESSFUL FOR YOUR PARTICULAR PURPOSE.

15.3 No Professional Advice on Website

Any information, articles, or content provided on the public areas of our Website (such as blog posts or resource materials) are for general informational purposes only and do not constitute technical, legal, financial, or other professional advice specific to your situation. Use of this general content is at your own risk, and you should consult with qualified professionals for advice tailored to your individual needs. Engaging Draidel for consulting Services through a formal agreement is required for us to provide you with advice or work product specific to your circumstances.

16. Limitation of Liability

16.1 Indirect Damages

To the fullest extent permitted by law, in no event will Draidel or its affiliates, officers, employees, agents, or subcontractors be liable to you for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or related to your use of (or inability to use) the Website or Services, or the deliverables provided, even if we have been advised of the possibility of such damages.

16.2 Liability Cap

To the fullest extent permitted by law, Draidel’s total cumulative liability to you for any claims arising out of or relating to these Terms, the Website, or the Services (including Deliverables), will not exceed the total amount of fees you paid to Draidel for the specific Service or project in question during the six (6) months immediately preceding the event giving rise to the liability. If no fees were paid (for example, if you only used free resources on the Website), Draidel’s total liability will be zero dollars.

16.3 Application

The limitations in this Section 16 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or any other legal theory, but will not limit or exclude liability for Draidel’s gross negligence, willful misconduct, or fraud, or for any other liabilities that cannot be excluded or limited under applicable law.

You acknowledge that Draidel has set its fees and entered into these Terms in reliance on the limitations of liability stated herein, which allocate risk between the parties and form the basis of the bargain.

17. Indemnification

You agree to indemnify, defend, and hold harmless Draidel, its owners, affiliates, officers, directors, employees, agents, and contractors (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and court costs) that arise out of or relate to: (a) your use or misuse of the Website or Services; (b) your breach of any provision of these Terms or any representation or warranty you provide herein; (c) your violation of any applicable law or regulation or any rights of a third party (including intellectual property or privacy rights); (d) any negligence or willful misconduct by you or your agents in connection with your use of the Services; or (e) any materials or information you provide to Draidel in the course of our Services (for example, if you did not have the right to use or provide such materials).

Draidel reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), in which case you agree to cooperate with Draidel’s defense of such claim. You will not settle any claim requiring indemnification under this Section 17 without Draidel’s prior written approval.

18. Force Majeure

Draidel will not be liable for any failure or delay in performing its obligations under these Terms or any Service Agreement if such failure or delay is due to causes beyond its reasonable control. This includes, but is not limited to: acts of God, natural disasters, strikes or labor disputes, war, terrorism, governmental actions, epidemics or pandemics, power or internet outages, supply shortages, or any other event that is unforeseeable or outside of Draidel’s direct control. In the event of a force majeure event, Draidel will use reasonable efforts to notify you and to minimize the impact on the Services, and may extend any delivery timelines or, if necessary, either party may terminate the affected Services upon written notice to the other party without liability (other than your obligation to pay for Services already rendered).

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms (and any dispute or claim arising out of or related to them or the Services) shall be governed by and construed in accordance with the laws of the State of Florida, USA, without giving effect to any conflict of laws principles that would result in the application of the laws of another jurisdiction. If you are accessing the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

19.2 Good Faith Negotiation

In the event of any dispute between you and Draidel arising out of these Terms or the Services, the parties agree to first attempt to resolve the issue informally by discussing the matter in good faith. Either party may initiate this process by providing written notice to the other party describing the dispute and desired resolution.

19.3 Binding Arbitration

If a dispute cannot be resolved through good faith negotiation within 30 days of notice, any claim or controversy arising out of or relating to these Terms, the Website, or the Services shall be settled by binding arbitration. Arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be conducted by a single neutral arbitrator, and it shall take place in Miami-Dade County, Florida, USA, unless the parties mutually agree on an alternative location. The language of arbitration will be English. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

19.4 No Class Actions

You and Draidel agree that any dispute resolution proceedings (whether in arbitration or court) will be conducted only on an individual basis and not in a class, consolidated, or representative action. You hereby waive the right to participate in any class action lawsuit or class-wide arbitration against Draidel related to the Services or these Terms.

19.5 Equitable Relief

Notwithstanding the agreement to arbitrate, either party may seek temporary or permanent injunctive relief or other equitable remedy from a court of competent jurisdiction if necessary to protect its rights or Confidential Information or to prevent any unauthorized use or misuse of the Services or intellectual property, since monetary damages may not provide an adequate remedy.

20. Modifications to Terms

Draidel reserves the right to modify or update these Terms at any time. If we make material changes, we will provide notice by posting the updated Terms on the Website and updating the “Last Updated” date at the top of this page. We may also notify registered Clients or Users of significant changes via email or via a notification on your account dashboard (if applicable). Your continued use of the Website or our Services after any changes to the Terms are posted constitutes your acceptance of the updated Terms. If you do not agree to a modification, you must stop using the Website and Services. It is your responsibility to review these Terms periodically for updates.

21. Miscellaneous Provisions

21.1 Severability

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The invalid or unenforceable portion shall be deemed modified to the limited extent necessary to make it comply with the law and achieve as closely as possible the original intentions of the parties.

21.2 No Waiver

Draidel’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Draidel.

21.3 Entire Agreement

These Terms, together with any Service Agreement, proposal, or additional policy (such as our Privacy Policy) expressly incorporated by reference, constitute the entire agreement between you and Draidel regarding the Website and the Services. They supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and communications, whether written or oral, regarding the same subject matter. In case of a conflict between these general Terms and a specific written Service Agreement signed by Draidel and you, the terms of the specific Service Agreement will prevail for that particular project or service.

21.4 Assignment

You may not assign or transfer any of your rights or obligations under these Terms, whether by operation of law or otherwise, without Draidel’s prior written consent. Any attempt by you to assign these Terms without consent will be null and void. Draidel may assign or transfer these Terms or any of its rights or obligations hereunder at its discretion, including in connection with a merger, acquisition, sale of assets, or by operation of law. Subject to the foregoing, these Terms will bind and benefit any permitted successors and assigns.

21.5 Notices

All legal notices or communications required or permitted under these Terms shall be in writing and shall be deemed given: (a) when delivered personally, or by courier or delivery service (with proof of delivery); (b) when sent by email to the latest email address provided by the receiving party, and a confirmation of transmission or receipt is obtained; or (c) three (3) business days after being sent by U.S. certified mail, return receipt requested, to the address of the receiving party. For purposes of these Terms, Draidel’s mailing address and email address for notice can be found on the “Contact Us” section of our Website. You are responsible for keeping your contact information (including email address) up to date with us.

21.6 Feedback

If you choose to provide any suggestions, ideas, enhancement requests, recommendations or feedback regarding the Website or our Services (“Feedback”), you agree that such Feedback is non-confidential and becomes the sole property of Draidel. We shall be free to use and exploit such Feedback without any obligation to you, and you hereby assign to Draidel all rights in that Feedback.

21.7 Export Compliance

You agree to comply with all applicable U.S. and international export control laws and regulations. You will not use, export, re-export, import, or transfer any part of the Services or Deliverables except as authorized by U.S. law, the laws of the jurisdiction in which you use the Services, and any other applicable laws. In particular, but without limitation, the Services or Deliverables may not be used or transferred to (a) any U.S.-embargoed countries or (b) anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons or Entities List. By using the Services, you represent and warrant that you are not located in, under control of, or a national or resident of any such prohibited country or on any such prohibited party list.

21.8 Electronic Communications

You consent to receive communications from Draidel in electronic form, such as email or through notices posted on our Website or in a client portal. You agree that any such communications that we send you electronically satisfy any legal requirement that such communications be in writing. For contractual purposes, you (a) consent to receive communications from us electronically and (b) agree that all terms and conditions, agreements, notices, documents, and other communications that we provide to you electronically will have the same legal effect as if they were provided in a hardcopy writing.

21.9 Headings

Section headings and numbering used in these Terms are for convenience and reference only. They do not affect the meaning or interpretation of any provision of these Terms.

21.10 Language and Interpretation

These Terms are written in English. If these Terms are translated into another language, the English version will prevail to the extent of any conflict or ambiguity in interpretation. Any ambiguities in these Terms shall not be construed against the drafter.

By using the Website or engaging our Services, you acknowledge that you have read, understood, and agreed to these Terms and Conditions. If you have any questions or concerns about these Terms, please contact us at the contact information provided on our Website before proceeding.

Thank you for choosing Draidel for your technical consulting needs. We look forward to working with you under these Terms and helping you achieve your technology goals.