Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Chesapeake Code LLC ("Chesapeake Code," "we," "us," or "our"), a Maryland limited liability company. By engaging our services, accessing our website at chesapeakecode.com, or executing a Statement of Work or project agreement, you agree to be bound by these Terms.

If you are entering into this agreement on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms.

2. Services

Chesapeake Code provides web development, software engineering, automation, AI integration, and related technology consulting services to businesses throughout the United States, with a focus on the Mid-Atlantic region (Maryland, Virginia, Washington D.C.).

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work ("SOW") or project proposal, which is incorporated into these Terms by reference. In the event of any conflict between these Terms and an SOW, the SOW controls.

We reserve the right to modify, suspend, or discontinue any service or feature with reasonable notice.

3. Payment Terms

Payment terms are specified in the applicable SOW or project agreement. Standard terms are:

• A non-refundable deposit of 50% is due upon project kick-off unless otherwise agreed in writing.
• Remaining balances are due upon project completion or milestone delivery as specified in the SOW.
• Monthly retainer and maintenance fees are billed in advance at the start of each billing period.
• Invoices are due within 15 days of issuance unless otherwise specified.
• Late payments accrue interest at 1.5% per month on outstanding balances.

We accept payment via ACH, wire transfer, and major credit cards. All fees are quoted and payable in U.S. dollars. You are responsible for all applicable taxes.

4. Intellectual Property

Client-Commissioned Work: Upon receipt of full payment, Chesapeake Code assigns to you all right, title, and interest in the custom work product specifically created for your project, including source code, designs, and documentation, except as noted below.

Pre-existing IP and Tools:Chesapeake Code retains all rights to its pre-existing intellectual property, internal frameworks, libraries, tools, methodologies, and know-how ("Chesapeake Code IP"). Where Chesapeake Code IP is incorporated into your deliverables, we grant you a perpetual, non-exclusive license to use it solely as part of those deliverables.

Third-Party Components: Open-source libraries, third-party APIs, and licensed components remain subject to their respective licenses. We will identify material third-party components in deliverable documentation.

Portfolio Rights: Unless you request otherwise in writing, we reserve the right to display your project in our portfolio, case studies, and marketing materials.

5. Client Responsibilities

You agree to:

• Provide timely feedback, approvals, and required materials (content, assets, credentials) as outlined in the SOW.
• Designate a primary point of contact with authority to provide approvals.
• Ensure that all content and materials you provide do not infringe any third-party rights.
• Maintain secure credentials and promptly notify us of any unauthorized access.
• Provide accurate information necessary for us to perform the services.

Delays caused by late client feedback or missing materials may result in project timeline adjustments and additional fees.

6. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This obligation survives termination of the engagement for a period of three (3) years.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known before disclosure; (c) is independently developed without use of confidential information; or (d) must be disclosed by law or court order.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHESAPEAKE CODE'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL CHESAPEAKE CODE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations apply regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if the limited remedy fails of its essential purpose.

8. Warranties and Disclaimers

We warrant that our services will be performed in a professional and workmanlike manner consistent with industry standards. We will remedy any material defects in our work product reported within thirty (30) days of delivery at no additional charge.

EXCEPT AS EXPRESSLY SET FORTH ABOVE, OUR SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that services will be uninterrupted or error-free, or that specific business outcomes (such as revenue increases or search ranking improvements) will result from our work.

9. Termination

Either party may terminate a project engagement with thirty (30) days written notice. Upon termination:

• You owe payment for all work completed through the termination date, including the initial deposit.
• We will deliver all completed work product upon receipt of final payment.
• Monthly retainers may be cancelled with 30 days notice; no partial-month refunds are issued.

We may terminate immediately if you breach these Terms and fail to cure the breach within ten (10) days of written notice, or in the event of your insolvency or bankruptcy.

10. Governing Law and Disputes

These Terms are governed by the laws of the State of Maryland, without regard to its conflict of law provisions. Any disputes arising from these Terms shall be resolved first through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in Frederick, Maryland under the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction in Maryland to protect its intellectual property or confidential information.

11. Miscellaneous

Entire Agreement: These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior agreements and understandings.

Amendments: We may update these Terms from time to time. Material changes will be communicated via email or website notice. Continued use of our services after such notice constitutes acceptance.

Severability: If any provision is found unenforceable, the remaining provisions remain in full force.

Waiver: Failure to enforce any right does not constitute a waiver of future enforcement.

Independent Contractors: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

12. Contact

Questions about these Terms should be directed to: