Effective Date: June 22, 2026
These Terms of Service govern your use of the Dial Down website, services, and any related offerings provided by Woven Purpose LLC. By accessing or using our services, you agree to be bound by these terms. If you do not agree, please do not use our services.
1. Definitions
- Company — Woven Purpose LLC, doing business as Dial Down, a company organized under the laws of the United States.
- Services — the Dial Down website, computer systems design offerings, consulting engagements, deliverables, and any associated support or communication.
- Client or You — any individual or entity that accesses or uses our Services.
- Agreement — these Terms of Service, together with any applicable Statement of Work, engagement letter, or order form executed between the parties.
2. Services
Dial Down provides computer systems design, architecture consulting, infrastructure engineering, and related professional services. The specific scope, deliverables, timeline, and fees for each engagement are defined in a separate Statement of Work or engagement letter. In the event of a conflict between these Terms and an executed Statement of Work, the Statement of Work controls.
We reserve the right to modify, suspend, or discontinue any aspect of our Services with reasonable notice. We are not liable for any modification, suspension, or discontinuation.
3. Client Responsibilities
As a Client, you agree to:
- Provide accurate, complete, and timely information necessary for us to perform the Services.
- Grant us reasonable access to systems, personnel, and data required to deliver the Services.
- Review deliverables within agreed-upon timeframes and provide feedback as requested.
- Maintain backups and safeguards for your own systems and data.
- Comply with all applicable laws and regulations in connection with your use of our Services.
Delays caused by your failure to meet these responsibilities may result in adjusted timelines and additional fees.
4. Intellectual Property
Our IP. All methodologies, tools, frameworks, templates, code libraries, and know-how that we bring to the engagement or develop independently remain our exclusive property. This includes any pre-existing materials and any improvements or modifications made to them during the engagement.
Deliverables. Upon full payment, we grant you a perpetual, irrevocable, non-exclusive, non-transferable license to use the specific deliverables created for you under a Statement of Work for your internal business purposes. Unless otherwise agreed in writing, we retain ownership of the underlying intellectual property in the deliverables.
Your IP. You retain all rights to your pre-existing materials, data, and confidential information that you provide to us.
5. Confidentiality
Each party agrees to protect the other's confidential information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential information includes non-public business, technical, and operational information disclosed in connection with the Services, but excludes information that is publicly known, independently developed, or rightfully received from a third party.
Neither party will disclose the other's confidential information except to its employees, contractors, and agents who need to know it and who are bound by confidentiality obligations at least as protective as those in this section. This obligation survives termination of the Agreement for three years, or indefinitely for trade secrets.
6. Fees and Payment
Fees are set forth in the applicable Statement of Work or engagement letter. Unless otherwise stated, fees are due net 30 days from the invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You are responsible for any applicable taxes, excluding taxes on our income.
We reserve the right to suspend Services if payment is more than 30 days overdue and you have been given at least 10 days written notice.
7. Term and Termination
The Agreement begins on the effective date of the applicable Statement of Work and continues until the Services are completed, unless terminated earlier. Either party may terminate upon 30 days written notice if the other party materially breaches the Agreement and fails to cure the breach within the notice period.
Upon termination, you must pay for all Services performed through the termination date. Provisions concerning confidentiality, intellectual property, limitation of liability, and payment obligations survive termination.
8. Disclaimer of Warranties
OUR SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
We do not warrant that our Services will be uninterrupted, error-free, or that they will meet all of your specific requirements. We perform our Services with professional skill and care, but we do not guarantee specific outcomes — particularly those dependent on factors outside our control.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WOVEN PURPOSE LLC AND ITS OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, OR OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES IS LIMITED TO THE TOTAL FEES PAID BY YOU TO US UNDER THE APPLICABLE STATEMENT OF WORK DURING THE 12 MONTHS PRECEDING THE CLAIM.
10. Indemnification
You agree to indemnify, defend, and hold harmless Woven Purpose LLC and its officers, employees, and agents from any third-party claims, damages, liabilities, and expenses arising from your use of the Services in violation of these Terms or applicable law, or from your breach of your obligations under Section 5 (Confidentiality).
11. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising from or related to these Terms or the Services will be resolved in the state or federal courts located in Los Angeles County, California, and both parties consent to the exclusive jurisdiction of those courts.
Before initiating formal legal action, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of at least 30 days. Either party may initiate negotiation by sending written notice to the other party describing the dispute.
12. General Provisions
- Entire Agreement. These Terms, together with any applicable Statement of Work, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
- Severability. If any provision is found unenforceable, the remaining provisions remain in full force and effect.
- Waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
- Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, acts of government, pandemics, and internet infrastructure failures.
- Assignment. You may not assign this Agreement without our prior written consent. We may assign it in connection with a merger, acquisition, or sale of assets.
- Notices. Legal notices must be sent in writing to the address provided below and are effective upon receipt.
13. Contact
Woven Purpose LLC
3019 Ocean Park Blvd, Santa Monica, CA 90405-3004
United States
Email: nilda.g@dialdown.lol
Phone: +1 (484) 742-8103