Terms of service

These terms govern use of this website and the services provided by Merrill Digital Systems LLC(“MDS”). Engaging MDS or using this site means you accept them.

They are the default. Every project also has its own signed agreement, and where the two disagree, the project agreement wins.

1. Services

MDS builds custom software, operations platforms, mobile and web applications, and websites. The scope, timeline, deliverables and price of any particular project are defined in a separate statement of work agreed before the work starts — including what is deliberately excluded from a first version.

2. Engagement

Project work is governed by a master services agreement and/or a statement of work signed by both parties. These terms supplement those documents; they do not replace them.

3. Ownership of what gets built

Unless a project agreement says otherwise:

• Everything built specifically for you — code, repositories, domains and accounts — is assigned to you on final payment. There is no licence to renew and no subscription required to keep using it.
• MDS keeps ownership of pre-existing tools, frameworks and libraries it brought to the project. These speed delivery up; they are not the thing you are buying.
• MDS may reuse general knowledge, techniques and non-client-specific patterns learned during the work.

4. Payment

Terms are set in the applicable statement of work. Typically 50% to start and the remainder at launch, or split across milestones on larger builds. Absent other agreement, invoices are due within 30 days.

5. Confidentiality

Both parties will treat confidential information shared during an engagement with reasonable care and will not disclose it to third parties without written consent, except where the law requires it.

6. Bug warranty

Every project ships with a written bug warranty: 90 days on websites and up to 150 days on custom software, measured from launch. Within that window, defects in what MDS built are fixed at no charge. The warranty covers defects — it does not cover new features, changes of scope, or breakage caused by third-party services or by changes someone else makes to the system.

7. Warranties and disclaimers

MDS warrants that services will be performed in a professional and workmanlike manner. Beyond that warranty and the bug warranty above, services are provided “as is,” and MDS disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

8. Limitation of liability

To the maximum extent the law allows, MDS’s total liability for any claim arising from its services will not exceed the total fees paid for the project that gave rise to the claim. MDS is not liable for indirect, incidental, consequential or punitive damages.

9. Termination

Either party may end an engagement as set out in the project agreement. Absent specific terms, either party may terminate on 30 days’ written notice, and the client pays for work completed up to that date. Work already paid for transfers to the client on termination.

10. Using this website

You are welcome to read it. Please do not:

• interfere with the site’s operation;
• scrape it with automated tools;
• misrepresent who you are when getting in touch.

11. Governing law

These terms are governed by the laws of the State of Utah, without regard to conflict-of-law principles. Disputes are resolved in the courts of Utah.

12. Changes

These terms may be updated. Material changes are posted here and the date at the top changes with them. Active clients are told directly rather than left to notice a silent edit.

13. Contact

Merrill Digital Systems LLC
West Jordan, UT 84088
[email protected]
(385) 421-0455