Terms and Conditions

Last updated: June 1, 2026

Please read these Terms and Conditions carefully before using Our Service or purchasing Our Services.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

  • Affiliate means an entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for election of directors or other managing authority.

  • Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to CodeChop LLC, Wimberley, TX 78676.

  • Country refers to: Texas, United States

  • Device means any device that can access the Service such as a computer, a cellphone, or a digital tablet.

  • Order means a proposal, statement of work, order form, or invoice that We and You agree to for a specific engagement and that incorporates these Terms.

  • Service refers to the Website.

  • Services means the professional billing- and payments-engineering services the Company provides, such as the Billing Teardown, implementation, and retainer engagements described on the Website.

  • Terms and Conditions (also referred to as "Terms") mean these Terms and Conditions that form the agreement between You and the Company regarding the use of the Service and the Services.

  • Website refers to CodeChop, accessible from https://codechop.com

  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service or purchasing the Services, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the purchase of the Services, and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service and the Services.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users, and others who access or use the Service or purchase the Services.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that You are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Company's Privacy Policy. Our Privacy Policy describes how We collect, use, and disclose Your personal information when You use the Website and tells You about Your privacy rights. Please read Our Privacy Policy carefully before using Our Service.

The Website and Our Services

The Website is an informational and marketing site that describes the Company's Services and lets You request them. Its content — including descriptions of the Billing Teardown, implementation, and retainer engagements, pricing context, timelines, and example work — is provided for general information. It is not a binding offer, not a guarantee of any particular result, and not professional, legal, financial, or tax advice.

Submitting a request through the Website (for example, the Billing Teardown form) is a request to be contacted; it does not by itself create a contract. These Terms govern both Your use of the Website and Your purchase and use of the Services. The specific scope, fees, and timeline of an engagement are set out in an Order that incorporates these Terms.

Services and Orders

We provide the Services under these Terms together with an Order that describes the specific scope, fees, deliverables, and timeline for Your engagement. You accept these Terms when You accept or sign an Order, pay an invoice, deposit, or fee for the Services, or otherwise confirm an engagement in writing — and by using the Website. We may decline, or stop work on, any engagement where required information, access, or payment is not provided.

Fees and Payment

The fees, scope, and timeline for an engagement are set out in the applicable Order. Unless an Order states otherwise:

  • Fixed-fee engagements — including the Billing Teardown and fixed-price implementation — are payable in full, in advance, before work begins.
  • Monthly retainers are billed in advance for each monthly period.
  • All fees are stated and payable in US dollars and are exclusive of any taxes, levies, or duties, which are Your responsibility (other than taxes based on Our net income).
  • Fees are non-refundable. Once work has begun, amounts paid are earned and will not be refunded, including if You terminate the engagement early, and You remain responsible for fees and costs accrued or committed under the Order.
  • If an invoice is past due, We may suspend the Services until payment is current.

Client Responsibilities

To deliver the Services, We rely on Your timely cooperation. You agree to provide accurate information and the access, credentials, and decisions We reasonably need — including access to Your own systems and third-party accounts, such as Your payment processor — to designate someone available to respond promptly, and to maintain Your own backups of Your data and systems. You are solely responsible for Your own third-party accounts and platforms, including any fees, terms, and compliance obligations with those providers. Delays in Your cooperation may affect timelines and fees.

Intellectual Property

Our Website and brand

The Service and its original content (excluding content You provide), features, and functionality are and will remain the exclusive property of the Company and its licensors, and are protected by copyright, trademark, and other laws. The Company's name, logo, and brand are trademarks of the Company and may not be used in connection with any product or service without the Company's prior written permission. You may access, view, and link to the Website; You may not represent its content as Your own or use the Company's marks in a way that is misleading or implies endorsement.

Deliverables

Upon Our receipt of full payment for an engagement, You will own the deliverables and work product We create specifically for You under the applicable Order. We retain all rights in (i) anything We created before or outside the engagement, and (ii) Our general tools, libraries, frameworks, templates, methods, and know-how, including any improvements to them. To the extent any such pre-existing or general materials are embedded in a deliverable, We grant You a non-exclusive, perpetual, worldwide license to use them as part of that deliverable. Nothing in these Terms limits Our right to use the general skills, concepts, and know-how We develop in the course of providing the Services.

When You submit information or materials to Us through the Service or in the course of an engagement, You grant Us permission to use them as reasonably necessary to respond to Your request and provide the Services, in accordance with Our Privacy Policy.

Confidentiality

Each party may receive information from the other that is confidential or proprietary. Each party agrees to use the other's confidential information only to perform under or benefit from the engagement, to protect it with reasonable care, and not to disclose it to third parties except to those who need it to support the engagement and are bound by similar obligations. This does not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is independently developed, or must be disclosed by law (with notice to the other party where permitted).

Independent Contractor

We provide the Services as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties, and neither party may bind the other or incur obligations on the other's behalf.

Service Warranty and No Guarantee of Results

We will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices. This is Our only warranty for the Services; except for it, the Services and deliverables are provided subject to the "AS IS" and "AS AVAILABLE" disclaimer below. We do not guarantee any specific business, financial, or revenue outcome, and any timelines — including estimates referenced on the Website, such as a 2–3 week implementation — are good-faith estimates, not guarantees.

Acceptable Use

When using the Service, You agree not to:

  • Use the Service in any way that violates any applicable law or regulation, or for any unlawful or fraudulent purpose.
  • Submit false or misleading information, or another person's information, through any form, or impersonate any person or entity.
  • Attempt to gain unauthorized access to, interfere with, or disrupt the Service, its servers, or any associated systems, including by introducing malware or attempting to circumvent security or anti-spam measures.
  • Use the Service to transmit unsolicited or unauthorized advertising or solicitations.

Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

Third-Party Services

The Services are typically implemented on platforms and accounts that You own and control, including Your own payment processor and cloud or hosting providers. Your use of those platforms is governed by Your agreements with those providers, and You are responsible for their fees. We are not responsible for the acts, omissions, availability, pricing, or changes of any third-party provider, and We do not control and are not liable for them.

Termination

We may suspend or terminate Your access to the Website at any time, without prior notice or liability, including without limitation if You breach these Terms and Conditions. Upon such termination, Your right to use the Service will cease immediately.

Either party may terminate an engagement as set out in the applicable Order, or for a material breach that the other party does not cure within a reasonable period after written notice. On termination of an engagement, You will pay for all Services performed and costs committed up to the effective date of termination, non-refundable fees will not be returned, and any provisions of these Terms that by their nature should survive — including fees owed, intellectual property, confidentiality, disclaimers, limitation of liability, and governing law — will survive.

"AS IS" and "AS AVAILABLE" Disclaimer

Except for the limited Service Warranty stated above, the Service and the Services are provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company's providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Limitation of Liability

To the maximum extent permitted by applicable law, the entire liability of the Company and any of its suppliers under these Terms, and Your exclusive remedy, shall not exceed the total fees You paid to the Company for the engagement giving rise to the claim — or, for claims arising solely from use of the Website without a paid engagement, one hundred US dollars (USD 100).

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service or the Services, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern these Terms and Your use of the Service and the Services. Your use of the Service may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service or the Services, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, You will benefit from any mandatory provisions of the law of the country in which You are resident.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Entire Agreement

These Terms, together with any applicable Order and Our Privacy Policy, are the entire agreement between You and the Company regarding the Service and the Services, and supersede any prior or contemporaneous understandings on that subject. If a signed Order expressly conflicts with these Terms, the Order controls for that engagement.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. Changes do not alter the terms of an Order already accepted for an in-progress engagement unless the parties agree in writing.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

  • By email: support@codechop.com