Terms of Service

These Terms of Service (the “Terms”) govern your access to and use of the website, products, and professional services provided by Coderyx LLC (“Coderyx,” “we,” “us,” or “our”), a limited liability company organized under the laws of the State of Georgia, United States.

By accessing our website, requesting a quote, signing a proposal, or otherwise engaging our services, you (“you,” the “Client”) agree to be bound by these Terms. If you do not agree, you must not use our website or services. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

Services

Software development, consulting, integration, deployment, maintenance, and related work performed by Coderyx.

Deliverables

Code, designs, documentation, and other work product created for the Client under an engagement.

Proposal

A written quote, statement of work, or order describing scope, fees, and timelines.

Client Materials

Content, data, credentials, and assets the Client provides to enable the Services.

Effective Date

The date a Proposal is accepted or the Services otherwise commence.

Coderyx provides custom software development and related technical services, which may include web and mobile application development, API and systems integration, email infrastructure, cloud and DevOps, and ongoing maintenance and support.

The specific scope of any engagement is defined in the applicable Proposal. Work not described in a Proposal is out of scope and may be subject to a separate Proposal or change order.

Each engagement begins with a Proposal describing the scope, deliverables, estimated timeline, and fees. A Proposal becomes binding when accepted in writing (including electronic acceptance) or when work commences with the Client's authorization.

• Estimates are good-faith projections, not fixed bids, unless explicitly stated as fixed-fee.
• Changes to scope are handled through a written change order that may adjust fees and timelines.
• Timelines assume timely Client feedback, approvals, and delivery of Client Materials.

Fees are set out in the applicable Proposal and may be structured as fixed-fee, time-and-materials, or recurring retainer. Unless otherwise stated, invoices are due within fifteen (15) days of the invoice date.

• A deposit or initial milestone payment may be required before work begins.
• Late amounts may accrue interest at 1.5% per month (or the maximum permitted by law) and may result in suspension of Services.
• Fees are exclusive of applicable taxes and third-party costs (e.g., hosting, licenses, domains), which are the Client's responsibility.
• All payments are non-refundable except as expressly stated in a Proposal.

Upon Coderyx's receipt of full and final payment for an engagement, the Client receives full ownership of the custom Deliverables created specifically for that engagement, including the source code and associated intellectual property rights, which are assigned to the Client.

Prior to full payment, all Deliverables remain the property of Coderyx. Coderyx retains ownership of its pre-existing materials, tools, libraries, frameworks, and know-how (“Background IP”), and grants the Client a perpetual, non-exclusive license to use Background IP solely as embedded within the Deliverables. Deliverables may incorporate third-party or open-source components that remain subject to their own licenses.

Coderyx may reference the engagement and display non-confidential work in its portfolio unless the Client requests otherwise in writing.

• Provide timely, accurate Client Materials, access, approvals, and feedback.
• Designate an authorized point of contact empowered to make decisions.
• Ensure the Client has rights to all materials and data provided to Coderyx.
• Maintain backups of Client systems and comply with applicable laws in the Client's use of Deliverables.

Each party may receive confidential information of the other. Both parties agree to use such information only to perform under the engagement and to protect it with reasonable care. These obligations do not apply to information that is public, independently developed, or rightfully received from a third party.

Coderyx is happy to sign a mutual non-disclosure agreement (NDA) on request prior to detailed scoping discussions.

Coderyx warrants that Services will be performed in a professional and workmanlike manner. For a period of thirty (30) days after delivery of a Deliverable, Coderyx will, as its sole obligation, use commercially reasonable efforts to correct material defects in the Deliverable that fail to conform to the Proposal.

EXCEPT AS EXPRESSLY STATED, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE. CODERYX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO AN ENGAGEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO CODERYX FOR THAT ENGAGEMENT DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

The Client agrees to indemnify and hold harmless Coderyx and its members, employees, and contractors from any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of the Client Materials, the Client's use of the Deliverables, or the Client's breach of these Terms or violation of applicable law.

These Terms remain in effect for the duration of an engagement. Either party may terminate an engagement for material breach that remains uncured fifteen (15) days after written notice.

Upon termination, the Client will pay for all Services performed and costs incurred through the termination date. Sections relating to payment, intellectual property, confidentiality, warranties, liability, and indemnification survive termination.

Deliverables may rely on third-party platforms and services (e.g., cloud hosting, email providers, payment processors, analytics). Coderyx is not responsible for the availability, performance, or policies of third-party services, and their use is subject to their own terms.

For email-related Services, the Client acknowledges that email deliverability depends on numerous factors outside Coderyx's control — including recipient mailbox providers, sender reputation, content, list hygiene, and DNS configuration. Coderyx implements industry best practices but does not warrant any specific inbox-placement or deliverability rate.

These Terms are governed by the laws of the State of Georgia, USA, without regard to its conflict-of-laws rules. The parties will attempt to resolve disputes in good faith. Any unresolved dispute will be subject to the exclusive jurisdiction of the state and federal courts located in Georgia, and each party consents to venue there.

Coderyx may update these Terms from time to time. The “Last updated” date reflects the latest revision. Material changes will be posted on this page, and continued use of our website or Services after changes become effective constitutes acceptance.

Questions about these Terms can be directed to our legal team: