About This Agreement

These Terms govern your access to and use of the CodeAlign website and any proposals, statements of work (SOWs), or deliverables provided by CodeAlign. By using the site or engaging us, you agree to these Terms.

Engagement & Scope

• Each SOW defines scope, milestones, timelines, pricing, and acceptance criteria.
• If SOW terms conflict with these Terms, the SOW prevails for that project.
• Change requests may adjust scope, timing, and fees once agreed in writing.

Client Responsibilities

• Provide timely access to information, systems, approvals, and a decision-maker.
• Ensure materials you supply are accurate, lawful, and licensed for our use.
• Maintain backups of your systems and data unless an SOW states otherwise.

Fees & Payment

• Fees, milestones, and payment schedules are defined in the SOW and are exclusive of taxes unless stated otherwise.
• Invoices are due within the period stated in the SOW; late payments may incur interest where permitted by law.
• Deposits or milestone payments may be non-refundable as outlined in the SOW.

Acceptance of Deliverables

• Unless the SOW states otherwise, you have a review window (e.g., 7–14 days) to test and provide written rejection with specific issues tied to acceptance criteria.
• Validated issues will be addressed per the SOW; new requests may require a change order.

Intellectual Property

• You retain rights to materials you provide; you grant us a limited license to use them to perform the Services.
• Each party retains pre-existing IP. We may reuse our background technology, frameworks, and know-how.
• Upon full payment, ownership of custom deliverables created for you transfers to you, excluding our pre-existing IP, open-source components, and third-party materials.
• Unless you opt out in writing, we may reference your name, marks, and non-confidential project descriptions in our portfolio.

Third-Party Services & Open Source

• We may recommend or integrate third-party services, APIs, libraries, or cloud providers. You are responsible for their fees and terms.
• Open-source components remain under their respective licenses; we comply with license obligations.

Confidentiality

• Each party must protect the other’s non-public information with reasonable care and use it only to perform or receive the Services.
• Exclusions include information that is public, already known without breach, independently developed, or rightfully received from a third party.

Data & Security

• We implement reasonable technical and organizational measures appropriate to the Services. No system is 100% secure.
• You are responsible for your credentials, access controls, and backups unless otherwise agreed in an SOW.
• If we process personal data on your behalf, a separate data processing agreement (DPA) may apply.

Warranties & Disclaimers

• We warrant that we will perform Services in a professional and workmanlike manner consistent with industry standards.
• Except as expressly stated, Services and Deliverables are provided “as is” without other warranties, express or implied.

Limitation of Liability

• To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or lost profits/revenue.
• Each party’s total liability is limited to amounts paid or payable for the Services giving rise to the claim in the prior six months, subject to exclusions in your SOW.

Indemnification

• You will indemnify and defend us against third-party claims arising from your materials, instructions, misuse, or violations of law/third-party rights.
• We will indemnify and defend you against third-party claims that deliverables, as provided by us and used as intended, infringe intellectual property rights (subject to exclusions for your materials, modifications, or combinations we did not supply or approve).

Non-Solicitation

• During the engagement and for a short period afterward (e.g., 6–12 months), neither party will solicit for employment the other party’s personnel directly involved in the Services, except via public job postings or with written consent.

Term, Termination & Suspension

• These Terms apply while you use the site and during any SOW term.
• Either party may terminate an SOW for material breach not cured after notice within the cure period stated in the SOW (commonly 30 days).
• Upon termination, you pay for Services performed and approved expenses to date; each party returns or deletes the other’s confidential information subject to legal/backup retention.

Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, war, government action, internet/hosting outages), provided reasonable efforts are taken to mitigate and resume performance.

Governing Law & Disputes

• Governing law and venue: confirm the jurisdiction that applies to your engagement (e.g., the state or country where you operate).
• Parties will first attempt good-faith negotiation; unresolved disputes may be handled in the agreed forum or via arbitration, as specified in the SOW.

Notices & Assignment

• Official notices must be in writing and sent to the contacts in the SOW or as updated in writing.
• Neither party may assign these Terms or an SOW without consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
• We may use vetted subcontractors and remain responsible for their performance.

Independent Contractor & Entire Agreement

• We act as an independent contractor; nothing creates a partnership, joint venture, or employment relationship.
• These Terms plus any SOW form the entire agreement and supersede prior discussions. If any provision is unenforceable, the rest remains effective.