By accessing, using, or engaging with any service, platform, product, or communication channel operated by CodeHaven Solutions ("Company," "we," "our," or "us"), you ("Client," "User," or "you") acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service ("Terms"). These Terms constitute a binding legal agreement between you and CodeHaven Solutions.

If you do not agree to any part of these Terms, you must discontinue use of our services immediately. Your continued use of our services following any modification to these Terms constitutes acceptance of those modifications.

These Terms apply to all visitors, users, clients, and others who access or use our services, including but not limited to our website, software tools, consultation services, workflow automation offerings, and any related digital platforms or communications.

CodeHaven Solutions provides a range of digital and software services to businesses and individuals, including but not limited to:

• Custom web development and simple web solution design
• Digital tool support and ongoing maintenance programs
• Working system configuration and technical setup
• Digital process enhancement and workflow optimization
• Technical consulting and implementation guidance
• Workflow automation design and third-party service integration
• Web platform configuration and ongoing platform support
• Business technology stack setup and advisory services

The specific scope of services for any engagement will be defined in a separate written agreement, Statement of Work ("SOW"), or project proposal. In the event of any conflict between these Terms and a signed project agreement, the signed project agreement shall control with respect to the specific engagement it governs.

We reserve the right to add, modify, or discontinue any service offering at any time. Active clients will be notified of material changes to services with reasonable advance notice.

To engage our services, you must be at least 18 years of age and have the legal capacity to enter into binding contracts under the laws of your jurisdiction. By engaging with CodeHaven Solutions, you represent and warrant that:

• All information you provide is accurate, current, and complete
• You have the authority to bind any entity on whose behalf you are acting
• Your use of our services does not violate any applicable law or regulation
• You will maintain the confidentiality of any credentials or access tokens provided

You agree to notify us immediately if you become aware of any unauthorized access or security breach related to your account or project. Failure to maintain account security may result in service suspension at our reasonable discretion.

All fees are stated in United States Dollars (USD) unless otherwise agreed in writing. Payment schedules, amounts, and methods are defined in individual project agreements or service contracts. General payment terms are as follows:

• Project deposits: Typically 50% required prior to commencement of work, with the remaining balance due upon project completion or as otherwise specified
• Monthly retainers: Billed in advance at the beginning of each billing cycle
• Invoice payment window: Due within 14 calendar days of issuance unless otherwise agreed
• Late payment charges: 1.5% monthly interest on outstanding balances beyond the due date
• Service suspension: Reserved for accounts more than 30 days past due

All prices are subject to change. Existing clients on retainer agreements will receive at least 30 days' written notice prior to any pricing adjustments taking effect. CodeHaven Solutions does not offer payment in cryptocurrency, barter, or any form other than USD unless separately agreed in writing.

Disputed invoices must be communicated in writing within 7 days of receipt. Failure to dispute an invoice in writing within that period constitutes acceptance of the charges.

Upon full receipt of all outstanding payments for a specific project, and unless otherwise stipulated in a separate written agreement, CodeHaven Solutions assigns to the Client all ownership rights to the final deliverables produced specifically for that Client under that engagement.

CodeHaven Solutions retains ownership of all underlying frameworks, tools, methodologies, pre-existing code libraries, proprietary processes, templates, boilerplate code, and general know-how developed independently or prior to the specific engagement. These retained elements may be used in future projects for other clients.

Client-provided materials, including logos, written copy, brand assets, photographs, and data, remain the sole property of the Client at all times. The Client warrants that it holds all necessary rights to any materials provided and grants CodeHaven Solutions a limited, non-exclusive license to use those materials solely for the purpose of delivering the contracted services.

CodeHaven Solutions reserves the right to display completed work as part of its portfolio and marketing materials unless the Client expressly requests confidentiality in writing prior to the commencement of the project. Confidentiality agreements related to portfolio use must be agreed upon at the time of contracting.

Successful delivery of services requires active and timely cooperation from the Client. By engaging CodeHaven Solutions, you agree to:

• Provide timely access to all necessary systems, credentials, assets, data, and information required to complete the work
• Designate a primary point of contact who has the authority to make project decisions and approve deliverables
• Provide feedback, approvals, and responses within timeframes agreed upon in the project schedule
• Ensure that all materials provided to CodeHaven Solutions are legally owned or properly licensed by you
• Communicate changes in project scope, requirements, or business objectives promptly and in writing
• Maintain a respectful and professional standard of communication with all CodeHaven Solutions team members

Project delays, quality degradation, or missed deadlines caused directly by the Client's failure to meet the above responsibilities will not constitute a breach by CodeHaven Solutions. We reserve the right to revise project timelines, impose additional fees for re-engagement, or place a project on hold in such circumstances.

Each project engagement includes a clearly defined scope of work. Any work requested beyond that agreed scope constitutes a change order and will be treated as additional work. All change orders will be quoted separately in writing and require the Client's explicit written approval before any additional work commences.

Revision rounds, where included in a project proposal, apply specifically to the deliverables described in the SOW. Revisions that materially alter the direction, design system, or core functionality of a deliverable may be reclassified as a new phase of work and priced accordingly. Minor textual or stylistic revisions are typically included within the agreed revision allowance.

CodeHaven Solutions will always advise the Client before proceeding with any work that would trigger additional billing. We do not perform out-of-scope work without prior written authorization.

Both parties agree to hold in strict confidence all non-public, proprietary, or sensitive information received from the other party during the course of an engagement. This includes, but is not limited to, business processes, client lists, pricing structures, technical specifications, source code, financial data, and proprietary methodologies.

Neither party shall disclose such confidential information to any third party without prior written consent from the disclosing party, except as required by applicable law, regulation, or valid court order. In the event that disclosure is legally required, the receiving party shall promptly notify the disclosing party to allow reasonable opportunity to seek protective measures.

This confidentiality obligation survives the termination or expiration of any service agreement between the parties for a period of three (3) years from the date of termination.

To the fullest extent permitted by applicable law, CodeHaven Solutions, its principals, employees, contractors, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or related to your use of, or inability to use, our services. This includes but is not limited to:

• Loss of profits or anticipated revenue
• Loss, corruption, or unauthorized access to data
• Business interruption or loss of business opportunity
• Loss of goodwill or reputation
• Cost of procurement of substitute services

Our total aggregate liability for any claim arising out of or related to these Terms or any service engagement shall not exceed the total amount actually paid by you to CodeHaven Solutions in the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations apply regardless of the legal theory under which the claim is brought, whether in contract, tort, negligence, strict liability, or otherwise, and even if CodeHaven Solutions has been advised of the possibility of such damages.

CodeHaven Solutions warrants that all services will be performed in a professional and workmanlike manner consistent with applicable industry standards. We will promptly investigate and correct any material defects in deliverables that are reported in writing within fourteen (14) calendar days of delivery, provided those defects result from our error rather than changes in your requirements, third-party platform behavior, or Client-side modifications.

Except as expressly stated herein, all services are provided "as is" and "as available" without representation or warranty of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

We do not warrant that our services will be uninterrupted, error-free, or free from vulnerabilities. We do not guarantee specific business outcomes, search engine rankings, conversion rates, or revenue results from any service we provide.

Either party may terminate a service engagement by providing thirty (30) days' written notice to the other party. Upon termination:

• The Client shall pay for all work completed and expenses incurred through the effective termination date
• CodeHaven Solutions shall deliver all completed deliverables and documented work-in-progress upon receipt of final payment
• Any prepaid fees for services not yet rendered will be refunded on a prorated basis in accordance with our Refund Policy
• All access credentials, project files, and Client-owned assets will be returned promptly upon settlement of outstanding balances
• Both parties' confidentiality obligations survive termination as described in Section 8

CodeHaven Solutions reserves the right to immediately suspend or terminate services without advance notice in the event of: non-payment for more than 30 days past due, abusive or threatening conduct toward team members, material breach of these Terms, or any conduct that creates legal or reputational risk for the Company.

In the event of any dispute, claim, or controversy arising from or related to these Terms, a service agreement, or any aspect of our business relationship, the parties agree to first attempt resolution through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.

If the dispute is not resolved through negotiation, the parties agree to submit to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with proceedings conducted in Newport, Kentucky. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Nothing in this section prevents either party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm while arbitration proceeds.

These Terms of Service and all matters arising out of or relating to them are governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States of America, without regard to its conflict of law provisions or principles.

Any legal proceedings not subject to mandatory arbitration under Section 12 shall be brought exclusively in the state or federal courts of competent jurisdiction located in Campbell County, Kentucky. Each party irrevocably consents to the personal jurisdiction of those courts for such purposes.

CodeHaven Solutions shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including but not limited to: natural disasters, acts of war or terrorism, government actions or restrictions, pandemics or public health emergencies, widespread power or internet outages, third-party platform failures, or other extraordinary circumstances that could not have been reasonably anticipated or mitigated.

In such circumstances, we will notify you as promptly as reasonably possible, provide an updated timeline where feasible, and resume performance as soon as the circumstances permit. Force majeure events do not excuse the Client's obligation to pay for services already delivered prior to the event.

We reserve the right to update or modify these Terms at any time at our sole discretion. When material changes are made, we will update the "Last Updated" date at the top of this document and, where appropriate, notify active clients by email or written communication prior to the effective date of the change.

Your continued use of or engagement with our services after any modification becomes effective constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically. If you do not agree to the modified Terms, you should discontinue use of our services and provide notice of termination as described in Section 11.

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

These Terms, together with any applicable project agreements, Statements of Work, or separate written agreements executed between the parties, constitute the entire agreement between you and CodeHaven Solutions with respect to the subject matter herein. They supersede all prior negotiations, representations, understandings, or agreements, whether oral or written.

No waiver by CodeHaven Solutions of any breach of these Terms shall constitute a waiver of any subsequent breach. Our failure to enforce any right or provision shall not be deemed a waiver of that right or provision.