Terms of Service

1. Who's involved

CodeMushroom LLC is a Pennsylvania limited liability company. References to "we," "us," or "our" mean CodeMushroom LLC. References to "you," "your," or "Client" mean the organization or person we're providing services to.

2. Acceptance

These terms apply when you engage us for services — whether through a written contract, a quote you accept by email, a verbal agreement, or by paying an invoice. If we have a separate written agreement with you, that agreement controls where it conflicts with these terms.

3. Services

We provide software engineering and IT services, including custom application development, integrations, infrastructure work, and ongoing operation of systems we've built or are managing for you. Specific scope, deliverables, and timelines are documented in the engagement materials (statement of work, quote, or written agreement).

4. Pricing and billing

Pricing is set per engagement — typically as a flat-rate project, an hourly rate, or a recurring retainer. The applicable rate appears in your engagement materials. We accept card and ACH payments through Stripe.

Invoices are due on receipt unless otherwise agreed. Past-due balances may accrue a service charge of 1.5% per month or the maximum allowed by Pennsylvania law, whichever is lower.

5. Your responsibilities

To do our work effectively, we need you to:

• Provide accurate information about your environment, goals, and constraints.
• Give us the access (accounts, repositories, systems) we need to do the work.
• Respond to questions that block our work in a reasonable timeframe.
• Pay invoices on time.
• Keep your own backups of critical data and code unless we've explicitly contracted to handle backups.

6. Intellectual property

You own the deliverables we create specifically for you. Upon full payment for an engagement, custom code, designs, configurations, and documentation we produce on your behalf become your property.

We retain ownership of our pre-existing tools, libraries, methods, runbooks, and any general-purpose components we develop independently or bring into the engagement. We grant you a perpetual, royalty-free license to use those components as embedded in your deliverables.

We may reuse our general-purpose patterns, methods, and lessons learned across engagements. We will not reuse your specific business information, data, or proprietary processes outside the engagement.

7. Confidentiality

We treat your business information, source code, data, and operational details as confidential. We won't disclose them except to our service providers as necessary to do the work, when required by law, or with your permission.

Either party may publicly acknowledge that an engagement existed (e.g., "CodeMushroom worked with Client") unless you ask us not to.

8. Service standards and warranty disclaimer

We perform services with the care and skill reasonably expected of a professional software and IT services provider. Unless we've explicitly agreed to a service-level commitment in writing, we do not guarantee specific uptime, response times, defect rates, or business outcomes.

To the extent permitted by law, we make no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. Our recommendations are given in good faith based on our experience; you remain responsible for decisions you make about your business.

9. Limitation of liability

To the extent permitted by Pennsylvania law, our total liability to you for any claim arising out of or relating to the services is limited to the amount you have paid us in the twelve (12) months preceding the event giving rise to the claim.

We are not liable for indirect, consequential, special, or incidental damages — including lost profits, lost revenue, lost data, or business interruption — even if we knew or should have known they were possible.

Nothing in these terms limits liability that cannot be limited under applicable law (such as for fraud or willful misconduct).

10. Indemnification

Each party will indemnify the other against third-party claims caused by its own gross negligence, willful misconduct, or breach of these terms.

11. Termination

Either party may end an engagement with 30 days' written notice. You'll pay for work performed up to the termination date. We'll provide a reasonable hand-off (deliverables transfer, documentation of current state, account ownership transfers) at our standard rate or, for flat-rate engagements, as agreed.

We can suspend services without notice for non-payment more than 30 days past due, or for activity that's illegal, abusive, or that puts our other clients or systems at risk.

12. Governing law and disputes

These terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles.

We'd rather solve problems by talking. If a dispute comes up, please email contact@codemushroom.com first and give us a reasonable chance to make it right.

If informal resolution fails, the parties consent to the exclusive jurisdiction of the state or federal courts located in Tioga County, Pennsylvania for any unresolved dispute.

13. Changes to these terms

We may update these terms from time to time. The version posted at this URL on the date of any new engagement applies to that engagement. We won't apply material changes retroactively to work already in progress without your agreement.

14. Miscellaneous

If a court finds any part of these terms unenforceable, the rest stay in effect.

These terms are between you and CodeMushroom LLC. Neither side can assign them without the other's consent, except in connection with a sale of all or substantially all of the business.

Contact

Questions about these terms? Email contact@codemushroom.com.