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Terms of Service

Last Updated: March 5, 2026

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and TorpedoWeb LLC, a Delaware limited liability company ("Company," "we," "us," or "our"), governing your access to and use of our website (including TorpedoWeb.org and subdomains), products, and services (collectively, the "Services").

BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND BY OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

1. Definitions

  • Client: Any individual or entity that engages Company for services under a separate Master Services Agreement (MSA), Statement of Work (SOW), or other executed agreement.
  • Content: Any text, graphics, images, music, software, audio, video, works of authorship, and information or other materials posted, generated, provided, or made available through the Services.
  • Intellectual Property Rights (IPR): All patent rights, copyrights, mask work rights, moral rights, rights of publicity, trademark and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications, registrations, renewals, and extensions thereof, under the laws of any jurisdiction.
  • Services: Collectively, the website located at TorpedoWeb.org (and any subdomains), and any products, services, or platforms offered by Company, including digital engineering, custom web development, infrastructure builds, backend systems, automation workflows, and related offerings.
  • User: Any individual or entity accessing or using the Services.

2. Eligibility and Authority

You represent and warrant that:

  • You are at least eighteen (18) years old.
  • You possess full legal capacity to enter into these Terms.
  • If you are acting on behalf of an entity, you have the authority to bind that entity to these Terms, and "you" and "your" will refer to that entity.

If you do not have such authority or do not agree with these Terms, you must not use the Services.

3. Use of the Services

You agree to use the Services only for lawful purposes and in compliance with these Terms and all applicable laws. You shall not:

  • Violate any applicable law, regulation, or third-party right.
  • Infringe or misappropriate any intellectual property or proprietary rights.
  • Transmit any harmful content (e.g., viruses, malware) or engage in network abuse (e.g., DDoS attacks, spamming).
  • Attempt unauthorized access to our or any third party's systems, accounts, or data.
  • Interfere with or disrupt the integrity, security, or operation of the Services.
  • Collect or harvest user data or Content without consent.
  • Use the Services in any manner that restricts or inhibits the use or enjoyment of the Services by any third party.

We reserve the right to monitor use of the Services and to suspend or terminate your access for any violation of this section or these Terms, without prior notice where we deem it appropriate.

4. Intellectual Property

4.1 Company IP. All IPR in the Services, including all Content, software, designs, algorithms, documentation, and other materials provided by Company (excluding materials you or a Client provide), are and shall remain the exclusive property of Company or its licensors. You may not copy, modify, distribute, sell, lease, or create derivative works of any part of the Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, except to the extent such restrictions are prohibited by applicable law or you have our prior written permission.

4.2 Client Project IP. For services rendered to Clients under a separate MSA, SOW, or other agreement, ownership of custom deliverables created specifically for the Client shall be as set forth in that agreement. Typically, IPR in such deliverables is assigned to the Client upon full payment of all fees due; Company may retain a perpetual, non-exclusive, worldwide, royalty-free license to use underlying tools, methodologies, or pre-existing IP of Company incorporated into those deliverables for its general business operations.

4.3 Feedback. If you provide any feedback, comments, or suggestions regarding the Services ("Feedback"), you grant Company a worldwide, perpetual, irrevocable, royalty-free license to use and exploit such Feedback for any purpose, without obligation or compensation to you.

4.4 No Other License. No license or right is granted to you except as expressly stated in these Terms or in a separate written agreement.

5. Client Engagements

Separate executed agreements (e.g., MSA, SOW) govern client projects, including scope, fees, deliverables, payment terms, and ownership. These Terms apply to general access to and use of the Services. To the extent there is a conflict between these Terms and a separately executed agreement between you (or your entity) and Company, the executed agreement shall control with respect to that engagement.

6. Payment, Refunds, and Termination

6.1 Payment Terms. Fees for Services are as set forth in the applicable MSA or SOW. Unless otherwise specified, invoices are due and payable within the period specified therein (e.g., Net 15 or Net 30). Overdue amounts may accrue interest at the rate specified in the MSA or SOW, or at the maximum rate permitted by law, whichever is lower.

6.2 Refunds. Due to the custom nature of our services, fees paid for completed work or work in progress are generally non-refundable. Any exceptions will be stated in the applicable MSA or SOW.

6.3 Termination. Either party may terminate an engagement for convenience upon the notice period set forth in the MSA or SOW (e.g., 30 days). Either party may terminate for cause if the other party materially breaches these Terms or an MSA/SOW and fails to cure within a reasonable period (e.g., 15 days) after written notice. Upon termination, you shall pay for all Services performed and pre-approved expenses incurred up to the effective date of termination, including any wind-down or similar amounts specified in the MSA or SOW.

7. Confidentiality

In the course of using or providing the Services, either party may have access to the other's non-public information ("Confidential Information"), including trade secrets, business plans, financial data, client lists, technical data, software code, and marketing strategies. Each party agrees to protect the other's Confidential Information with at least reasonable care and not to disclose it to any third party without prior written consent, except as required by law (with notice to the disclosing party where permitted). These obligations survive termination of these Terms. Unauthorized disclosure or misuse of Confidential Information may cause irreparable harm; the injured party may seek equitable relief, including injunctive relief, without posting bond.

8. Web3 and Blockchain-Related Services

If the Services involve Web3, blockchain, smart contracts, decentralized applications (dApps), or digital assets:

8.1 Inherent Risks. You acknowledge that these technologies are nascent and carry significant risks, including code vulnerabilities, network congestion, transaction fee volatility, regulatory uncertainty, and potential exploits. Company will use commercially reasonable efforts to develop secure and functional deliverables but does not guarantee immunity from such risks.

8.2 Wallet and On-Chain Actions. You are solely responsible for the security of your wallet, private keys, and all on-chain transactions. Company does not custody assets and is not liable for losses from wallet compromise, incorrect inputs, or network failures.

8.3 Tokens and NFTs. If the Services involve tokens or NFTs, you acknowledge their speculative nature and potential illiquidity. Company is not responsible for market value, functionality, or legal status of any tokens or NFTs.

8.4 Audit Responsibility. You are solely responsible for engaging independent third-party auditors for security audits of any smart contracts or critical Web3 components before deployment. Company shall not be liable for losses arising from unaudited or insufficiently audited code.

9. Acceptable Use and DMCA

9.1 Acceptable Use. You agree not to use the Services to transmit, store, or display any Content that is unlawful, harmful, threatening, abusive, defamatory, obscene, infringing of IPR, or otherwise objectionable, including content that promotes illegal activity, violates privacy rights, or contains malware.

9.2 DMCA. Company respects the intellectual property rights of others. If you are a copyright owner or authorized to act on their behalf, you may report alleged copyright infringement on or through the Services by sending a valid DMCA notice to our designated agent at [DMCA Agent Email]. We will respond to valid notices in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512). If you knowingly materially misrepresent that content is infringing, you may be liable for damages.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES.
  • COMPANY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE FEES PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS (USD $1,000) IF NO FEES WERE PAID IN THAT PERIOD.

THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS; IN SUCH CASES, LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Indemnification

You agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your access to or use of the Services; (b) your violation of these Terms; (c) your infringement or misappropriation of any IPR or other right of any person or entity; or (d) any Content you submit, post, or transmit through the Services.

13. Governing Law

These Terms and any dispute arising out of or relating to them shall be governed exclusively by the laws of the State of Delaware, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The parties agree that Delaware has a substantial relationship to this agreement.

14. Dispute Resolution

14.1 Mandatory Binding Arbitration. Except as set forth in Section 14.2, any dispute arising out of or relating to these Terms, the Services, or any relationship between you and Company shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The seat and venue of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

14.2 Delaware Court of Chancery Carve-Out. The following matters may be brought exclusively in the Delaware Court of Chancery (or, if that court lacks jurisdiction, in state or federal courts in Wilmington, Delaware): (a) claims seeking injunctive or equitable relief; (b) claims involving intellectual property ownership or misuse; (c) corporate governance or fiduciary duty disputes; (d) actions for specific performance; and (e) other matters within the Court's subject-matter jurisdiction. Each party irrevocably submits to such jurisdiction and waives any objection to venue or forum.

14.3 Injunctive Relief. You acknowledge that unauthorized use of Company's intellectual property or Confidential Information could cause irreparable harm. Company may seek immediate injunctive or other equitable relief in a court of competent jurisdiction in Delaware without posting bond and without waiving its right to arbitrate other disputes.

14.4 Class and Mass Arbitration Waiver. ALL CLAIMS MUST BE BROUGHT SOLELY IN AN INDIVIDUAL CAPACITY. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, SERVE AS A CLASS REPRESENTATIVE, OR PARTICIPATE IN COLLECTIVE, CONSOLIDATED, OR MASS ARBITRATION. THE ARBITRATOR MAY NOT CERTIFY A CLASS. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

14.5 Prevailing Party. To the fullest extent permitted by Delaware law, the prevailing party in any arbitration or court proceeding to enforce or interpret these Terms shall be entitled to recover reasonable attorneys' fees, expert fees, arbitration or court costs, and enforcement expenses. This provision survives termination.

14.6 Arbitration Costs. Administrative and arbitrator fees shall be allocated by the arbitrator in the final award. Unless non-waivable law requires otherwise, the non-prevailing party may be required to reimburse arbitration costs. Company is not obligated to subsidize your arbitration costs except where required by law.

14.7 30-Day Opt-Out (Individuals Only). You may opt out of the arbitration agreement in Section 14.1 within thirty (30) days of first accepting these Terms by sending written notice to [Contact Email]. The notice must: (a) be sent from the email associated with your account or engagement; (b) include your full legal name; and (c) clearly state your intent to opt out of arbitration. Failure to comply strictly renders the opt-out ineffective. If you validly opt out, disputes shall be resolved exclusively in the courts of Wilmington, Delaware; the jury trial waiver and class action waiver still apply. This opt-out right does not apply to business entities.

15. Jury Trial Waiver

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE JURY TRIAL WAIVER. YOU VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. YOU UNDERSTAND THAT YOU WOULD OTHERWISE HAVE THE RIGHT TO LITIGATE DISPUTES IN COURT BEFORE A JURY. THIS WAIVER IS A MATERIAL INDUCEMENT FOR COMPANY TO PROVIDE THE SERVICES.

16. Severability

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

17. Entire Agreement

These Terms, together with our Privacy Policy and any separate MSA or SOW you have entered into with Company, constitute the entire agreement between you and Company regarding the Services and supersede all prior and contemporaneous agreements, understandings, and communications, whether oral or written, except as expressly provided in a separate executed agreement.

18. Amendments

Company may modify these Terms at any time. We will post the updated Terms on our website and update the "Last Updated" date. Material changes may be communicated by email or prominent notice on the Services where appropriate. Your continued use of the Services after the effective date of changes constitutes your acceptance of the revised Terms. If you do not agree, you must stop using the Services.

19. Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without Company's prior written consent. Any attempted assignment in violation of this section is void. Company may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or sale of assets.

20. Notices

Notices to you may be given by posting to the Services or by email to the address associated with your account or engagement. Notices to Company must be sent in writing to the contact address or email set forth in Section 21. Notices are deemed given when posted or when receipt of email is confirmed.

21. Contact

For questions regarding these Terms or the Services:

TorpedoWeb LLC
Email: hello@torpedoweb.org

For DMCA copyright notices, use: [DMCA Agent Email] (or the same Contact Email if no separate agent is designated).