Terms of Service

1. Services Scope

Code Rescue provides the following categories of services:

• AI Voice Agents. Design, development, and deployment of AI-powered phone agents for customer service, appointment booking, and sales.
• AI Chatbots. Custom chatbot solutions for websites, messaging platforms, and customer engagement.
• Business Automation. Workflow automation, process optimization, and system integration using AI technologies.
• AI Product Development. Full-stack web and mobile application development leveraging AI capabilities.
• Technical Due Diligence. AI-powered codebase analysis, architecture review, and technical assessment.
• AI Governance. Enforcement systems, quality frameworks, and compliance tooling for AI-generated code.
• AI Readiness Audits. Assessment and strategic planning for AI adoption.

The specific scope, deliverables, and timeline for each engagement will be defined in a separate Statement of Work (“SOW”) or Proposal agreed upon by both parties.

2. Payment Terms

• Invoicing. All fees are as outlined in the applicable SOW or Proposal. Invoices are issued upon execution of the agreement or at milestones defined in the SOW.
• Payment Schedule. Unless otherwise stated, payment is due within fourteen (14) days of invoice date. Projects may require a deposit of up to 50% prior to commencement of work.
• Late Payment. Overdue invoices may accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower. Code Rescue reserves the right to suspend work on any project with outstanding balances exceeding thirty (30) days.
• Expenses. Third-party costs (hosting, API fees, domain registration, etc.) are the responsibility of the Client unless explicitly included in the SOW.

3. Intellectual Property

• Client Ownership. Upon full payment, the Client receives ownership of all custom code, designs, and deliverables created specifically for their project as defined in the SOW.
• Pre-existing IP. Code Rescue retains ownership of all pre-existing tools, frameworks, libraries, and methodologies used in delivering services. The Client receives a non-exclusive, perpetual license to use such materials as part of the delivered solution.
• Open Source. Deliverables may incorporate open-source software. Such components remain subject to their respective licenses.
• Portfolio Rights. Code Rescue retains the right to reference the engagement in marketing materials, case studies, and portfolio unless the Client opts out in writing.

4. Confidentiality

• Mutual Obligation. Both parties agree to keep confidential any proprietary information, business data, technical specifications, or trade secrets disclosed during the engagement.
• Duration. Confidentiality obligations survive termination of the engagement for a period of two (2) years.
• Exceptions. Confidentiality obligations do not apply to information that: (a) is publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

5. Warranties & Limitation of Liability

• Warranty Period. Code Rescue warrants that deliverables will function substantially as described in the SOW for a period of thirty (30) days following delivery (“Warranty Period”). During this period, Code Rescue will correct any material defects at no additional charge.
• Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
• Liability Cap. CODE RESCUE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
• Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY.

6. Termination

• By Either Party. Either party may terminate the engagement with thirty (30) days written notice.
• For Cause. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of written notice.
• Effect of Termination. Upon termination, the Client shall pay for all work completed to date. Code Rescue will deliver all completed deliverables and work-in-progress upon receipt of outstanding payment.
• Survival. Sections regarding Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law survive termination.

7. Client Responsibilities

The Client agrees to:

• Provide timely access to required systems, data, and personnel.
• Review and provide feedback on deliverables within the timeframes specified in the SOW.
• Ensure that all materials provided to Code Rescue do not infringe on any third-party rights.
• Maintain responsibility for the ongoing operation and security of deployed systems after the Warranty Period.

8. Governing Law & Dispute Resolution

• Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.
• Dispute Resolution. Any disputes arising from these Terms shall first be addressed through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association.
• Venue. Any legal proceedings shall take place in the State of New York.

9. General Provisions

• Entire Agreement. These Terms, together with any applicable SOW or Proposal, constitute the entire agreement between the parties.
• Amendment. These Terms may be amended at any time at Code Rescue's discretion. Continued engagement after amendment constitutes acceptance.
• Severability. If any provision is found unenforceable, the remaining provisions remain in full effect.
• Assignment. Neither party may assign these Terms without the other's written consent, except in connection with a merger or acquisition.