Terms of Service.

1. Company and acceptance

These Terms of Service ("Terms") govern professional services offered by CHAOLIN LLC ("CHAOLIN," "we," "us"), based in North Carolina, United States. By accepting a written proposal, signing a statement of work, or authorizing us to begin services, the client ("you") agrees to these Terms, except where superseded by another signed agreement. Visiting this informational website alone does not create a client relationship.

2. Services and scope

Services may include custom software engineering, application development, APIs, integrations, automation, consulting, troubleshooting, and maintenance. Specific deliverables, specifications, milestones, schedules, responsibilities, and pricing will be defined in a written proposal, SOW, or agreement accepted by both parties. Requests beyond the agreed scope may require a revised timeline and additional fees approved by the client.

3. Client responsibilities

The client will provide timely decisions, accurate requirements, necessary access, authorized materials, and feedback. The client warrants that it has the right to provide any data, content, systems access, and materials used in the project. Delays in client inputs may reasonably adjust delivery schedules. Client must maintain secure backups and handle credentials through an agreed secure channel.

4. Fees, invoicing, and payment

Fees, billing frequency, deposits, and payment deadlines are stated in the applicable proposal or invoice. Unless otherwise agreed in writing, invoices are due within 15 calendar days of issue. Disputed amounts should be reported in writing within 10 calendar days, with a description of the issue; undisputed amounts remain payable. We may suspend work after written notice if an undisputed invoice remains overdue, subject to applicable law. Applicable taxes will be identified when required.

5. Changes, cancellations, and refunds

Either party may request changes or termination in writing. For cancellation of an active project, the client pays for work performed and reasonable non-cancelable, previously approved expenses incurred up to termination. Any prepaid but unearned service fees will be refunded within 30 days after final reconciliation. Completed and accepted milestones and delivered services are generally non-refundable, except as required by law or agreed in writing. Third-party fees are governed by their providers and any agreed project terms. Deposits are applied against earned fees unless a signed agreement lawfully specifies otherwise.

6. Review and acceptance

Unless an SOW specifies other criteria, clients should review submitted deliverables within 10 business days and report material discrepancies from written specifications. We will make commercially reasonable efforts to correct documented nonconformities within the agreed scope. Silence does not waive mandatory legal rights. New feature requests are not defects and may require separate approval.

7. Intellectual property and third-party components

Upon payment in full of all applicable project fees, CHAOLIN assigns to the client its rights in the original, project-specific deliverables expressly identified in the SOW, excluding pre-existing tools, know-how, reusable libraries, third-party software, and open-source components. CHAOLIN retains those excluded rights and grants the client a perpetual, nonexclusive license to incorporated CHAOLIN pre-existing materials solely as needed to use the paid-for deliverables. Third-party and open-source components remain governed by their own licenses. A signed agreement may define different ownership arrangements.

8. Confidentiality and data protection

Each party will use reasonable care to protect non-public confidential information received from the other and will use it only for the agreed work, unless disclosure is required by law. Information already public, independently developed, or lawfully received without confidentiality restrictions is excluded. Project-specific personal data handling, security requirements, and data-processing obligations should be documented separately when appropriate. Do not submit production secrets or regulated personal information through the public contact form.

9. Warranties and support

We will perform services with reasonable professional care and skill. For 30 days following acceptance of a custom deliverable, we will address reproducible material defects that cause the deliverable to fail the agreed written specifications, without additional labor charges, provided they are reported in that period and are not caused by third-party changes, misuse, or modifications outside our control. The warranty excludes new requirements and third-party outages. Ongoing hosting, maintenance, uptime guarantees, and support response times are not included unless expressly agreed in writing. Except as expressly stated and to the extent permitted by law, other implied warranties are disclaimed.

10. Liability

To the fullest extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits or business interruption, arising out of services. Each party's total aggregate liability in connection with a project will not exceed the fees paid or payable under that project's SOW during the 12 months preceding the event giving rise to the claim. This limitation does not apply to fraud, willful misconduct, payment obligations, or liability that cannot legally be limited.

11. Acceptable use and third-party services

Clients must not use deliverables or services for unlawful activity, unauthorized access, malware distribution, or infringement of others' rights. Third-party hosting, APIs, payment processors, and other providers may have separate terms, costs, availability, and security requirements. We do not control their services.

12. Governing law and disputes

These Terms are governed by North Carolina law, without regard to conflict-of-law principles, unless a signed agreement says otherwise. Before filing a claim, the parties will attempt to resolve disputes through good-faith written discussion for 30 days. Subject to applicable law and enforceable jurisdiction rules, proceedings may be brought in courts of competent jurisdiction in North Carolina.

13. Updates and contact

We may update these website Terms prospectively. Material changes to an active project require mutual written agreement where they alter an existing contract. Questions or notices: software@chaolin.us or +1 (332) 201-7044.