Terms of Service

1. Acceptance

By using the services of Drowning Hand ("we," "us"), you agree to these terms. If you do not agree, do not use our services. These terms apply to all engagements unless expressly superseded by a signed agreement between the parties.

2. Services

We provide technology solutions and professional services. The nature, scope, and terms of each engagement will be defined in a separate written agreement or statement of work. We reserve the right to determine the methods and tools used to deliver services.

3. Payment

All fees are in United States Dollars (USD) and are due as specified in the applicable invoice or agreement. Payments are processed through third-party payment processors. Late payments may result in suspension of services and may accrue interest at the maximum rate permitted by applicable law. Processing fees charged by payment providers may be passed through to the client as disclosed.

4. Client obligations

You are responsible for providing timely access to information, accounts, and materials necessary for us to perform agreed-upon services. You represent that all materials you provide are owned by you or that you have obtained all necessary rights for their use. You are responsible for complying with applicable laws in connection with your use of our deliverables.

5. Intellectual property

Upon full payment, you receive ownership of deliverables created specifically for your engagement, excluding our pre-existing tools, methodologies, frameworks, and any third-party components subject to separate licenses. Until full payment is received, all work product remains our property.

6. Confidentiality

Each party agrees to maintain the confidentiality of proprietary information disclosed during the engagement. This obligation does not extend to information that is publicly available, independently developed, or lawfully received from a third party. This obligation survives termination.

7. Warranty disclaimer

SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR RESULTS WILL BE ACHIEVED.

8. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO OUR SERVICES. OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to indemnify and hold harmless Drowning Hand and its owners, officers, and agents from claims, damages, and expenses arising from your use of our deliverables, your breach of these terms, materials you provide to us, or your violation of applicable law or third-party rights.

10. Relationship

We operate as an independent contractor. Nothing in these terms creates an employment, partnership, joint venture, or agency relationship between the parties.

11. Termination

Either party may terminate an engagement with reasonable written notice as specified in the applicable agreement, or immediately upon material breach by the other party. Upon termination, you are responsible for payment of all work completed to date. Sections 5 through 9 survive termination.

12. Force majeure

Neither party is liable for delays or failures in performance caused by events beyond reasonable control, including natural disasters, government actions, platform or infrastructure outages, cyberattacks, or labor disputes.

13. Dispute resolution and governing law

These terms are governed by the laws of the Commonwealth of Puerto Rico. Any dispute arising from these terms or our services shall first be submitted to good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in Puerto Rico under applicable arbitration rules. Each party bears its own costs unless otherwise determined by the arbitrator.

14. General

These terms and any signed agreement between the parties constitute the entire agreement and supersede all prior communications on the subject matter. If any provision is found unenforceable, the remainder continues in full force. Failure to enforce a provision does not waive the right to enforce it later. Neither party may assign these terms without the other's written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

15. Changes

We may modify these terms at any time. Changes will be posted on this page with a revised effective date. Continued use of our services after changes constitutes acceptance. Existing signed agreements are governed by the terms in effect at the time of signing unless both parties agree otherwise in writing.

16. Contact

Drowning Hand is based in Puerto Rico. For inquiries regarding these terms, contact sos@drowninghand.com or (787) 340-8646.