Terms of Service
Last updated: May 3, 2026
Last updated: May 3, 2026
By accessing or using Codavyn's services or website (codavyn.com), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not access or use the services or website.
These Terms constitute a legally binding agreement between you ("Client" or "you") and Codavyn LLC, a North Carolina limited liability company ("Codavyn," "we," "our," or "us").
If you engage Codavyn for services, you will also enter into an engagement-specific scope of work or master services agreement (collectively, an "Engagement Agreement"). In the event of any conflict between these Terms and an Engagement Agreement, the Engagement Agreement controls.
"Acceptance Criteria" means the written specifications, requirements, or success criteria for a Deliverable, as set forth in the applicable Engagement Agreement.
"Codavyn Methodology" means Codavyn's proprietary techniques, prompts, prompt libraries, agentic workflows, AI-orchestration patterns, internal tooling, delivery methodologies, templates, accumulated learnings, and AI-related techniques used to provide the Services, in each case excluding the Deliverables themselves.
"Deliverable" means software code, documentation, reports, training materials, or other tangible work product specifically commissioned and delivered to Client under an Engagement Agreement.
"Engagement Agreement" means an executed scope of work, master services agreement, or other written agreement between Client and Codavyn governing a specific engagement.
"Services" means the consulting, custom software development, legacy modernization, AI consulting, and Responsible AI services Codavyn provides.
"Your Content" means information, specifications, requirements, materials, data, and other content Client provides to Codavyn.
Codavyn provides four categories of professional services:
Custom Software Development — full-stack application development using AI-accelerated methods.
Legacy Modernization — modernization and replacement of legacy systems and vendor platforms.
AI Consulting — readiness assessments, strategy, applied AI research, and advisory engagements.
Responsible AI — ethics auditing, bias assessment, governance frameworks, and compliance support.
All Services are provided pursuant to an Engagement Agreement that defines deliverables, timeline, fees, and payment terms.
Final pricing is determined during scoping and documented in the applicable Engagement Agreement.
A Deliverable is deemed accepted upon the earliest of:
If Client identifies specific written objections within the ten-business-day window, Codavyn will rework the Deliverable to meet the Acceptance Criteria, at no additional cost.
Codavyn's "100% satisfaction guarantee" means Codavyn will not consider an engagement complete until Client has accepted the Deliverable in accordance with this Section 5, and Codavyn will rework Deliverables at no additional cost until the Acceptance Criteria are met. The satisfaction guarantee does not create any right to a refund of fees paid; deposits and fees paid for work performed remain non-refundable.
For thirty (30) days following acceptance of a Deliverable, Codavyn warrants that the Deliverable will materially conform to its written Acceptance Criteria. Codavyn's sole obligation, and Client's exclusive remedy, for breach of this warranty is repair or rework of the non-conforming Deliverable at no additional cost.
This warranty does not apply to defects arising from: (a) modifications made by Client or any third party; (b) integration with non-Codavyn materials, systems, or third-party services; (c) Client's failure to use the Deliverable as intended; (d) environmental factors outside Codavyn's control; or (e) Your Content or specifications provided by Client.
Client retains all rights to Your Content. Client grants Codavyn a non-exclusive, worldwide, royalty-free license to use Your Content solely as necessary to provide the Services.
Client owns the Deliverables. Upon Client's full payment of fees due under the applicable Engagement Agreement, all rights, title, and interest in the Deliverables (excluding Codavyn Methodology) are assigned to Client. Client may use, modify, distribute, and commercialize the Deliverables without restriction, subject to these Terms.
Codavyn retains all rights, title, and interest in the Codavyn Methodology, including all related copyrights, patents, trade secrets, and other intellectual property rights. The Deliverables do not depend on the Codavyn Methodology, and the Codavyn Methodology is not licensed to Client. Client shall not reverse-engineer, decompile, copy, or attempt to derive the Codavyn Methodology from the Deliverables.
If Client provides feedback, suggestions, or ideas regarding the Services or Codavyn Methodology, Codavyn may use such feedback for any purpose without compensation or attribution to Client.
Each party (the "Receiving Party") may receive non-public information from the other party (the "Disclosing Party") that is identified as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). The Receiving Party shall:
Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was lawfully known to the Receiving Party before disclosure; (c) is lawfully obtained from a third party not under a confidentiality obligation; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.
Confidentiality obligations survive termination for a period of five (5) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.
Codavyn's Services use artificial intelligence and machine-learning systems (collectively, "AI Systems"), including third-party large language models and other AI providers. Client acknowledges and agrees:
Client agrees that Codavyn is not the vendor or developer of any third-party AI System and that Codavyn's role is to integrate, orchestrate, and apply such systems in delivering the Services.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AN APPLICABLE ENGAGEMENT AGREEMENT, THE SERVICES, DELIVERABLES, AND CODAVYN METHODOLOGY ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:
Client is solely responsible for reviewing, testing, validating, securing, and operating any Deliverable before and during use in any production environment.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CODAVYN AND ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION:
CODAVYN'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, AN ENGAGEMENT AGREEMENT, OR THE SERVICES SHALL NOT EXCEED THE LESSER OF: (i) THE FEES PAID TO CODAVYN IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (ii) THE FEES PAID TO CODAVYN FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM.
The foregoing limitations apply regardless of the legal theory (contract, tort, or otherwise) and even if Codavyn has been advised of the possibility of such damages. The limitations in this Section 10 do not apply to liability arising from fraud or intentional misrepresentation.
Client shall indemnify, defend, and hold harmless Codavyn and its officers, managers, members, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:
Codavyn shall defend Client against any third-party claim that a Deliverable, as delivered by Codavyn and used by Client in accordance with these Terms, directly infringes a valid United States patent, copyright, trademark, or trade secret of such third party, and Codavyn shall pay any final judgment or settlement approved by Codavyn arising from such claim, subject to the limitations in Section 10.
Codavyn has no indemnification obligation under this Section to the extent any claim arises from: (a) modifications to the Deliverable made by Client or any third party; (b) combination of the Deliverable with materials, systems, or services not provided by Codavyn; (c) use of the Deliverable outside the scope authorized by the Engagement Agreement; (d) Your Content or specifications provided by Client; (e) Client's failure to implement modifications or replacements provided by Codavyn; or (f) AI-generated output that resembles pre-existing third-party intellectual property as disclaimed in Section 8.
Indemnification under this Section is conditioned on the indemnified party: (i) promptly notifying the indemnifying party in writing of the claim; (ii) granting the indemnifying party sole control of the defense and settlement; and (iii) reasonably cooperating in the defense at the indemnifying party's expense.
Any claim or cause of action arising out of or related to these Terms, an Engagement Agreement, or the Services must be filed within twelve (12) months after the claim or cause of action first accrues. Any claim not filed within this period is permanently barred. The parties agree this period is reasonable in light of the nature of the Services and is enforceable to the maximum extent permitted by law.
Client shall not use the Services or any Deliverable to:
Codavyn reserves the right to suspend or terminate any engagement, without liability, in the event of a violation of this Section.
Either party may terminate an Engagement Agreement for material breach by the other party if such breach is not cured within ten (10) business days after written notice describing the breach in reasonable detail. Codavyn may terminate immediately, without notice or cure, upon Client's: (a) violation of Section 13; (b) failure to pay undisputed amounts when due; or (c) insolvency, assignment for the benefit of creditors, or filing of a bankruptcy petition.
Upon termination: (i) Client's right to use any unpaid-for Deliverables ceases; (ii) Client shall pay all fees accrued through the effective date of termination; (iii) deposits and fees paid for work performed remain non-refundable; and (iv) the provisions of these Terms that by their nature should survive — including Sections 5 (Warranty), 6 (Intellectual Property), 7 (Confidentiality), 8 (AI Disclaimers), 9 (General Disclaimers), 10 (Limitation of Liability), 11 (Indemnification), 12 (Time to Bring Claims), 17 (Dispute Resolution), 18 (Governing Law), and this Section — shall survive.
Termination is in addition to, and not in lieu of, any other remedies available at law or in equity.
Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including without limitation: acts of God, natural disasters, war, terrorism, riots, pandemics, government action, labor disputes, internet or telecommunications failures, third-party service outages, or material disruptions in third-party AI provider availability. The affected party shall use commercially reasonable efforts to resume performance as soon as practicable. Force majeure does not excuse payment obligations for Services already rendered.
Codavyn provides the Services as an independent contractor. Nothing in these Terms or any Engagement Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other, and neither party shall represent otherwise to any third party.
In the event of any dispute arising out of or relating to these Terms, an Engagement Agreement, or the Services, the parties shall first attempt in good faith to resolve the dispute through senior-executive negotiation within thirty (30) days after written notice of the dispute is delivered.
If the dispute is not resolved through good-faith negotiation, either party may submit the dispute to non-binding mediation in Mecklenburg County, North Carolina, before a single mediator mutually agreed upon by the parties or, failing agreement, appointed by the American Arbitration Association ("AAA"). Mediation costs shall be shared equally.
If the dispute is not resolved through mediation within sixty (60) days of submission, either party may submit the dispute to final and binding arbitration administered by the AAA in Charlotte, North Carolina, in accordance with the AAA Commercial Arbitration Rules. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
All negotiations, mediation, and arbitration proceedings under this Section shall be confidential, except as necessary to enforce an arbitration award or as required by law.
To the maximum extent permitted by law, each party waives any right to bring or participate in any class, collective, or representative action arising out of or relating to these Terms or the Services. All disputes shall be resolved on an individual basis.
Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction to prevent irreparable harm pending resolution under this Section.
In any arbitration or legal proceeding arising out of or related to these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party.
These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict-of-laws principles. Any legal action not subject to arbitration under Section 17 shall be brought exclusively in the state or federal courts located in Mecklenburg County, North Carolina, and each party irrevocably consents to such jurisdiction and venue.
JURY WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS, AN ENGAGEMENT AGREEMENT, OR THE SERVICES.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it valid while preserving the original intent.
No failure or delay in exercising any right under these Terms operates as a waiver. No waiver is effective unless in writing signed by the waiving party.
Client may not assign or transfer these Terms or any Engagement Agreement, by operation of law or otherwise, without Codavyn's prior written consent. Any purported assignment in violation of this provision is void. Codavyn may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
These Terms are solely for the benefit of the parties. No third party has any right to enforce any provision of these Terms or to claim any benefit hereunder.
These Terms, together with any Engagement Agreement and any documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, representations, or understandings, whether written or oral.
Notices to Codavyn shall be sent to support@codavyn.com. Notices to Client shall be sent to the email address Client has on file with Codavyn. Notices are deemed given when delivered to the recipient's email server, with confirmation of delivery.
Engagement Agreements may be executed in counterparts and via electronic signature, each of which shall be deemed an original.
The terms "include" and "including" are not exclusive. Headings are for convenience only and shall not affect interpretation. No provision shall be construed against the drafter.
Codavyn may modify these Terms at any time by posting the updated Terms on its website and updating the "Last updated" date. For active Engagement Agreements, modifications take effect upon the start of any new engagement or renewal, unless Codavyn notifies Client of an earlier effective date. Continued use of the Services after the effective date of any modification constitutes acceptance of the modified Terms.
If you have any questions about these Terms, please contact us:
Email: support@codavyn.com
Website: codavyn.com
Phone: (980) 349-8202