Terms of Engagement

These Terms apply when you buy work from coderband, whether you buy on coder.band or after a call with us. We’ve written them in plain English. Section 3 sets out exactly what each offer includes, how you pay, and when you can get a refund.

In short:

These Terms are for businesses only.
You own the code you pay for, and it lives in your repository from day one.
Refunds follow the rules for each offer (Section 3) and Section 6. When a guarantee applies, you get your money back in full.
Wyoming law applies.

1. About these Terms

1.1 Who we are. “coderband”, “we” and “us” mean coderband LLC, a Wyoming limited liability company (Wyoming filing ID 2025-001816694), of 75 E 3rd St, Ste 7, Sheridan, WY 82801, USA. coderband is a software development studio. You can reach us at [email protected].

1.2 Business customers only. We sell only to businesses: companies, founders acting for their business, agencies and other professional buyers. By buying, you confirm that you are acting for a business purpose and not as a consumer. “You” means the business that buys.

1.3 How you accept. You accept these Terms when you do any of the following:

tick the box at Stripe checkout;
pay one of our invoices; or
confirm an order in writing.

The version in force on that date applies to that purchase.

1.4 How these Terms fit with our MSA. Our standard Master Services Agreement (the “MSA”) is published at https://coder.band/msa. It is incorporated into these Terms by reference, and it works like this:

Self-serve purchases. These Terms apply. The MSA fills any gap that these Terms don’t address. If these Terms and the MSA conflict on a self-serve purchase, these Terms win.
Bigger or custom work. For custom work, anything beyond the six offers below, or whenever either of us asks for one, we sign the MSA and a Statement of Work (“SOW”). The signed MSA and SOW then govern. Section 3 of these Terms becomes part of the SOW for the offer it covers, unless the SOW changes it.
Agencies and retainers. For ongoing work, we may also sign our Agency Partner Agreement or our Retainer Addendum. Where one is signed, it governs that relationship.

1.5 Changes. We may update these Terms. Updates apply only to purchases made after the update. They never change a purchase you have already made.

2. Words we use

Business Day: Monday to Friday, excluding US federal public holidays. Times are in Central European Time (CET/CEST).
Access Time: the moment we confirm by email that we have the access we need to start (see Section 4).
Hours: a deadline stated in hours, such as the 72 hours for the AI-App Rescue Audit (Section 3.1), runs in consecutive calendar hours from its starting point, including nights, weekends and holidays. It doesn’t pause outside Business Days.
Deliverables: what we hand over for an offer, such as code, reports, documentation or a quote.
Order: your purchase, whether through a Stripe Payment Link, Stripe Checkout, a Stripe invoice or a signed SOW.
Fee: the price of the offer you bought.

3. Our offers

Each offer below lists its scope, timeline, price and payment, what we need from you, and its refund or guarantee terms. Prices are in US dollars and exclude taxes (see Section 5.5).

3.1 AI-App Rescue Audit

What it is. A senior review of one application built with Lovable, Bolt, Replit, Cursor, v0 or a similar tool.

Scope. We review six areas:

authentication and authorization;
secrets handling;
the data model;
security, including dependencies;
deployment and infrastructure;
performance and running costs.

Deliverables.

A written report listing our findings, ranked by severity (Critical, High, Medium, Low). Each finding includes evidence and a recommended fix.
A 45-minute walkthrough video call.
A recommendation to rebuild or to refactor, with a fixed quote for the recommended work. The quote is valid for 30 days.

Timeline.

We deliver the report within 72 hours of the Access Time.
We hold the walkthrough call at a time that suits us both, normally within 5 Business Days after the report. If it isn’t booked within 30 days after the report, it lapses.

Price and payment. $1,490, fixed. You pay 100% upfront.

What we need from you.

Read access to the repository.
Where relevant, read-only access to (or exported configuration from) your hosting, database and authentication providers.
A short description of what the app does.

We don’t need production data, and we won’t ask for it.

Size check. The audit covers one application in one repository (a monorepo counts as one). If, once we have access, we find more than one application, or a codebase we can’t review properly in 72 hours, we’ll tell you within 1 Business Day after the Access Time. You then choose one of these:

we agree on which parts to review;
we agree a longer deadline; or
we stop and refund you in full.

Guarantee: at least 5 material issues, or your money back. If our report contains fewer than 5 Material Issues, we refund the full $1,490 automatically. You don’t need to ask. You keep the report and the call.

A Material Issue is a distinct finding that meets all of these conditions:

(a) we rate it Critical, High or Medium;
(b) it falls within one of the six review areas;
(c) it comes with evidence (a file, line, configuration or reproducible step) and a recommended fix; and
(d) it creates a concrete risk of at least one of: unauthorized access to data or functions; exposure of secrets or personal data; data loss or corruption; an outage, failed deployment or inability to roll back; or avoidable running cost or latency that is significant for your app.

Several instances of the same root cause count as one. Low-severity findings and style or best-practice suggestions don’t count. If you think we’ve miscounted, tell us within 5 Business Days after the report and we’ll review the count in good faith.

Credit toward a Stabilization Sprint. If you book a Stabilization Sprint within 30 days after we deliver the report, the full $1,490 is credited against that sprint. “Book” means you sign the sprint quote or SOW and pay its deposit. The credit comes off the deposit invoice. It can’t be exchanged for cash or transferred. It doesn’t apply if the audit fee was refunded under the guarantee.

3.2 Stabilization Sprint

What it is. A focused sprint to fix the issues found in an AI-App Rescue Audit, so that your app is safe to run and to keep building on.

Scope and deliverables. These are set out in a fixed quote or SOW that we give you after the audit. It lists the issues in scope, the Deliverables and the acceptance criteria. We normally require a completed AI-App Rescue Audit, or an equivalent review that we agree to in writing, before a Stabilization Sprint.

Timeline. 2 weeks (10 Business Days), unless the quote says otherwise. The sprint starts on the first Business Day after the deposit is paid and the Access Time has passed.

Price and payment.

From $7,500 for 2 weeks. The exact fixed price is in your quote.
You pay 50% upfront and 50% on delivery. The delivery invoice is due within 7 days.
Any audit credit (Section 3.1) comes off the upfront payment.

Refunds. There is no money-back guarantee on this offer. The upfront payment is non-refundable except as Section 6.1 allows. Our warranty in Section 13 applies.

3.3 AI Feature Sprint

What it is. One named, production-ready AI feature, built in 10 Business Days. The feature can be an LLM feature, a RAG assistant, an agent workflow or an AI integration.

Deliverables.

The feature’s code, in your repository.
The feature, deployed in your cloud account, to the environment named in the Scope Sheet.
An evaluation harness: an automated test set and scoring scripts that measure the feature against the quality thresholds in the Scope Sheet.
Cost telemetry: logging or a dashboard that records model and API usage and the cost per request.
A short README and runbook.
2 weeks of post-delivery bug-fix support (see below).

“Production-ready” means that the feature:

meets the acceptance criteria in the Scope Sheet;
passes the agreed evaluation thresholds on the agreed test set;
has error handling and logging; and
is deployed, or ready to deploy, through your normal deployment process.

It isn’t a promise about AI model outputs beyond those thresholds (see Section 13.3).

Timeline.

Day 1 is the first Business Day after three things have happened: the deposit is paid, the kickoff call has taken place, and the Access Time has passed.
Scope freeze by the end of Day 2. We send a written Scope Sheet, and you confirm it in writing (email is fine). It covers the feature, its user flows, acceptance criteria, the evaluation set and thresholds, the target environment, and what is out of scope. If you haven’t confirmed it by the end of Day 2, the timeline moves day for day. After the freeze, changes need a change request (Section 7).
Demos on Day 5 and Day 10, by live video call.
Delivery on Day 10.

Price and payment.

$8,500, fixed.
You pay $4,250 upfront and $4,250 on delivery. The delivery invoice is due within 7 days.
You pay your own cloud, model and API usage directly to the providers.

What we need from you.

The access listed at kickoff, within 1 Business Day.
Cloud and model or API accounts in your own name.
Sample data for the evaluation set.
A decision-maker at the kickoff, the scope freeze and both demos.

How we keep it clean. Until delivery, we work on a dedicated branch in your repository, and we tag every cloud resource we create. Please don’t merge sprint work into your main branch before delivery.

Guarantee: stop after the Day-5 demo and get your deposit back. If the Day-5 demo doesn’t convince you, you can stop the sprint by emailing [email protected] before the end of the next Business Day. If you do:

we stop work;
we refund your $4,250 deposit in full, and the second payment is never due; and
you keep nothing from the sprint: no code, prompts, configuration, evaluation sets or deployed resources. You keep your own materials, which were always yours.

We’ll remove the sprint branch and the resources we created, or you can remove them yourself. Either way, you confirm in writing within 5 Business Days that they are gone. If you later use any of that work, the full $8,500 becomes payable and ownership then passes to you under Section 9.

The stop right applies to the Day-5 demo whenever it takes place. If the demo moves, the deadline moves with it.

Why “keep nothing”? You only own work once it’s paid for (Section 9). A refund means it isn’t paid for. This rule keeps the guarantee simple to apply: you either continue and own everything, or you stop and owe nothing. Keeping the sprint work on an isolated branch makes stopping clean on both sides.

Bug-fix support. For 14 days after delivery, we fix defects at no charge. A defect is any failure of the feature to meet the Scope Sheet’s acceptance criteria that you report in writing with steps to reproduce it. Bug-fix support doesn’t cover:

new features or scope changes;
problems caused by changes made by others; or
changes in third-party models or services.

3.4 GPU Inference Speed Audit

What it is. We profile your diffusion or LLM inference pipeline and give you a measured speed-up and cost-reduction plan. The audit covers one pipeline, meaning one model family on one serving stack.

Deliverables.

A baseline benchmark of your current pipeline.
Profiling findings.
Measured results for the optimizations we prototyped.
A prioritized speed-up and cost-reduction plan, with estimated implementation effort.
The benchmark scripts and raw results, so that you can reproduce our numbers.
A fixed quote for implementation.

Implementation is quoted separately. The prototype code we write to test optimizations is not a Deliverable.

Timeline. 1 week (5 Business Days) from the Access Time.

Price and payment. $4,900, fixed. You pay 100% upfront.

What we need from you.

Access to an environment that runs your pipeline on the Reference Hardware. The GPU compute is in your account, and you pay for it.
The model weights or endpoints, and the pipeline code.
Representative inputs.
Someone who can answer infrastructure questions.

Guarantee: at least 30% savings, measured, or your money back. If we can’t show a saving of at least 30% in cost or in latency, measured as described below, we refund the full $4,900 automatically, without you having to ask. You keep the report.

How we measure.

Benchmark Spec. On Day 1, we agree in writing (email is fine):
- Reference Workload: the model and version, precision and pipeline settings, together with a representative input set. We suggest at least 100 inputs. For diffusion, the settings include resolution, steps, sampler and batch size. For LLMs, they include input and output token lengths and concurrency.
- Reference Hardware: the GPU model and count, and the instance type and provider.
- Price Basis: the hourly price of the Reference Hardware. This is either your contracted rate or the provider’s public on-demand price on Day 1, whichever you choose.
- Quality Bar: the quality metric and tolerance that optimized outputs must meet. For example, a score on your evaluation set, or similarity on fixed seeds.
- Constraints: any changes you rule out, such as switching models, hardware vendor or precision.
- Latency metric: by default, the median (p50) end-to-end latency per request (per image, for diffusion). For streaming LLMs, you may choose p50 time-to-first-token instead.
If the Benchmark Spec isn’t agreed by the end of Day 1 because we’re waiting on you, the timeline moves day for day.
Baseline. We measure your current pipeline, as it is, on the Reference Workload and the Reference Hardware.
Method. For every measurement, we exclude warm-up (the first 10 requests), run the full Reference Workload at least 3 times, and use the median result.
Cost metric. GPU cost per unit = (hourly price under the Price Basis × number of GPUs) ÷ units produced per hour at sustained throughput, at the concurrency in the Benchmark Spec. A unit is 1,000 images for diffusion, or 1 million output tokens for LLMs. If an optimization changes the hardware, we price the new hardware on the same Price Basis.
Savings. Savings = (Baseline − Optimized) ÷ Baseline, calculated separately for the latency metric and for the cost metric. The guarantee is met if either one reaches 30% or more.
Only measured results count. An optimization, or a combination of optimizations, counts only if all of these are true:
- we ran it on the Reference Workload during the audit;
- it meets the Quality Bar; and
- it respects the Constraints.
Projections and estimates don’t count toward the guarantee.

The guarantee assumes that the Reference Hardware environment is available to us during the audit week. If it isn’t, we extend the timeline day for day.

3.5 Agency Partner Capacity (white-label)

What it is. Senior engineering capacity that works on your clients’ projects under your agency’s brand.

How it works.

We work in your repositories and tools, or your client’s, under your brand and under NDA. We don’t use our own brand.
We don’t contact your end clients unless you ask us to. When we do, we present ourselves as part of your team.
If GDPR applies to the project, your client may be entitled to know your sub-processors. You can list us as one, and we’ll agree a neutral description with you.

Price and payment.

$8,000 per block. A block is 2 weeks (10 Business Days) and 65 senior hours.
Each block is prepaid: you pay through a Payment Link when you book, or on an invoice that is due before the block starts.

Hours. We report hours weekly.

Our shortfall. If we deliver fewer than 65 hours in a block for reasons on our side, the shortfall carries into your next block. If you don’t book another block within 30 days after the block ends, we refund the shortfall at the block hourly rate of $123.08 ($8,000 ÷ 65).
Your unused hours. If hours go unused because you didn’t have enough work ready or access in place, up to 13 hours (20%) carry into your next block, provided it starts within 30 days. Any remaining hours expire.
Extra hours. We work beyond 65 hours only with your written approval. Extra hours are billed at $123.08 per hour on a 7-day invoice.

Rescheduling. You can move a block’s start date at no cost by giving at least 5 Business Days’ notice before it starts, as long as the new start date is within 90 days. Paid blocks are otherwise non-refundable, except under the shortfall rule above and Section 6.1.

Ownership. Once a block is paid, everything we create in it belongs to your agency, except our Background IP and third-party materials, which are licensed to you (Section 9). You can pass ownership on to your client.

We won’t approach your clients. While we work together, and for 12 months after our last block, we won’t solicit any end client we worked for, or learned about, through you. We also won’t accept work from them directly unless you agree in writing. This doesn’t apply to a business that was already our client before you introduced it, or to an end client you’ve told us in writing you no longer work with.

No guarantee. This offer has no money-back guarantee. For ongoing partnerships, we sign our Agency Partner Agreement.

3.6 Senior Team Retainer

What it is. Ongoing senior engineering across your stack, working in your repositories: features, fixes, reviews, architecture and AI work. We plan the work with you weekly and report hours weekly. We work during business hours in our time zone. This is not an on-call or 24/7 service.

Plans.

Plan	Price per month	Included hours	Effective hourly rate
Retainer 30	$6,000	30	$200
Retainer 50	$9,500	50	$190

Billing. Monthly in advance, through a Stripe subscription or an invoice that is due before the month starts. Your Retainer Month starts on your start date and renews on the same date each month.

Unused hours.

Your unused hours. Up to 20% of your included hours (6 hours on Retainer 30, 10 hours on Retainer 50) roll over into the next month only. Rolled-over hours are used first and expire at the end of that month. Other unused hours expire. Unused hours have no cash value.
Our shortfall. Hours we couldn’t deliver for reasons on our side roll over in full to the next month. If you cancel, we refund them at your effective hourly rate.

Extra hours. We work extra hours only with your written approval. They are billed at your effective hourly rate on a 7-day invoice at the end of the month.

Changing plans. You can upgrade or downgrade from your next Retainer Month by telling us before it renews.

Cancel anytime. Cancel by emailing [email protected]. Cancellation takes effect at the end of the month you have already paid for, and we won’t charge you again. There are no partial refunds for the rest of a paid month. If a renewal charge goes through after you’ve cancelled, we refund it.

First-week guarantee. In your first Retainer Month only, if the first week isn’t worth it to you, cancel in writing before the end of the 7th calendar day after your start date. We then refund the first month in full, and the retainer ends straight away.

By default, you keep nothing from that week, the same as for the AI Feature Sprint.
If you want to keep some of the work (for example, a fix you’ve already shipped), tell us which parts. We deduct the hours spent on those parts, at your effective hourly rate, from the refund, and you then own them.

For ongoing retainers, we may also sign our Retainer Addendum.

4. What we need from you

4.1 Access within 1 Business Day. Please give us the access listed for your offer within 1 Business Day after you pay. We ask only for what we need, and we prefer read-only and time-limited access.

4.2 Your accounts. Your cloud, model, API and other service accounts stay in your name, and you pay those providers directly.

4.3 Your materials. You confirm that you have the right to share the code, data and other materials you give us.

4.4 Delays. If we’re waiting on you (for access, answers or attendance at a scheduled demo), our deadlines move by at least the length of the wait. If the wait lasts more than 10 Business Days, we may reschedule the remaining work to our next available slot.

5. Payment

5.1 Stripe. We take payment through Stripe, by card at checkout or through a Stripe invoice. We never see or store your full card details.

5.2 Invoices. Invoices are due within 7 days of their date, unless Section 3 says a payment is due earlier (for example, upfront or before a block starts).

If you validly reject a Deliverable that triggers a delivery payment (Section 8), that invoice becomes due 7 days after the fixed Deliverable is accepted.

5.3 Late payment. Overdue amounts carry a late fee of 1.5% per month (or the legal maximum, if lower). You also cover reasonable costs of collecting them.

5.4 Pausing work. If an undisputed amount is more than 7 days overdue, we may pause all work after giving you 2 Business Days’ notice. Deadlines, and any guarantee that depends on a deadline, move by the length of the pause plus a reasonable time to restart.

5.5 Taxes. Prices exclude taxes. If you are a business in the EU or UK, you will usually account for VAT yourself under the reverse charge. If the law requires you to withhold tax, you add enough to the payment that we receive the full invoiced amount.

5.6 Card disputes. Please talk to us before opening a chargeback, and give us 10 Business Days to fix the issue. A chargeback on money that you owe doesn’t cancel the debt.

6. Refunds

6.1 When we refund. We refund only:

(a) under a guarantee in Section 3;
(b) where Section 3 says so (for example, the Audit size check, Agency shortfall hours, or Retainer shortfall hours);
(c) if we cancel your work for our own reasons, or you end it because we materially breached these Terms and didn’t fix the breach. In those cases, we refund prepaid fees for work not yet performed; or
(d) under Section 17.3 (events beyond our control).

Otherwise, upfront payments and deposits are non-refundable.

6.2 How refunds work.

We start the refund within 5 Business Days after it becomes due.
We refund the full amount you paid. We absorb Stripe’s processing fees, which Stripe doesn’t return on refunds.
The refund goes to your original payment method, because Stripe can’t refund to a different card or account.
Card refunds usually show on your statement within 5 to 10 business days, depending on your bank.
If a refund fails (for example, because the card has been closed), we pay you by bank transfer to an account you name in writing.

6.3 What happens to the work. If we refund an offer in full under a guarantee, you don’t own or have a licence to the refunded work, unless Section 3 says that you keep it. The Rescue Audit and the GPU Audit let you keep the report. Where you keep nothing, you stop using the work, remove it (or let us remove it), and confirm in writing within 5 Business Days.

7. Changing the scope

7.1 How to change scope. Either of us can propose a change. We reply within 2 Business Days with a one-page change request showing the effect on scope, timeline and price.

7.2 When a change takes effect. A change takes effect only once both of us approve it in writing. An email that says “approved” and quotes the change request number is enough.

7.3 Until then. We keep working to the original scope, and you don’t pay for anything you haven’t approved.

8. Delivery and acceptance

8.1 Delivery. We deliver by pushing or merging to your repository, deploying to the agreed environment, or sending a report. We then tell you in writing that the Deliverable is ready for review.

8.2 Review. You have 5 Business Days to review a Deliverable against its acceptance criteria.

8.3 Rejection. To reject a Deliverable, tell us in writing within those 5 Business Days exactly what doesn’t meet the criteria, with enough detail for us to reproduce it. We fix it and redeliver. You then have 5 Business Days to review the fixes.

8.4 Deemed acceptance. A Deliverable is accepted if you say so, if the 5 Business Days pass without a valid rejection, or if you start using it in production.

8.5 Reports. A report is complete if it covers the agreed scope. Disagreeing with our professional findings isn’t a reason to reject it, but we’ll correct any factual errors you point out.

9. Who owns the work

9.1 Ownership on payment. Once you’ve paid in full for a Deliverable, it’s yours. We assign you all our rights in it, including copyright, automatically.

9.2 Before payment. Until then, you may use it for review and testing only, even though the code is already in your repository.

9.3 Our Background IP. We keep our pre-existing and general tools, libraries, checklists and know-how (our “Background IP”), including the generic parts of our evaluation, telemetry and benchmarking tooling. Where Background IP is part of a Deliverable, you get a permanent, irrevocable, royalty-free licence to use, modify and distribute it as part of that Deliverable and your products. You can pass this licence on to your clients and successors.

9.4 Open source. Open-source and other third-party components come under their own licences. We won’t add components that would force you to publish your own source code (such as GPL or AGPL in a distributed or network-served product) without your written approval.

9.5 Your materials. Your code, data and materials remain yours. We use them only to do the work.

9.6 Our team. Everyone who works on your project for us, including our individual contractors and subcontractors (some of whom are located in North Macedonia), assigns their rights in the work to us in writing, so that we can pass full ownership to you.

10. Confidentiality

10.1 What we each keep confidential. We each keep the other’s non-public information confidential. We use it only for the work, and we share it only with people who need it and are bound by confidentiality duties.

10.2 What isn’t covered. This doesn’t cover information that is public, already known, received lawfully from someone else, or developed independently.

10.3 How long it lasts. These duties last for 3 years after the work ends. For trade secrets and credentials, they last for as long as the information stays confidential.

10.4 Signed NDA. If you’d like a signed NDA before sharing anything, ask us for our mutual NDA.

11. Personal data

11.1 Our Data Processing Addendum. If we process personal data for you that is covered by the EU GDPR, the UK GDPR or Swiss data protection law, our Data Processing Addendum (“DPA”), published at https://coder.band/dpa, applies automatically. Under it, you are the controller and we are your processor. The DPA includes the EU Standard Contractual Clauses for international transfers, and it lists our sub-processors.

11.2 Sharing less data. Please share personal data only where the work needs it. Staging environments and test data are better wherever possible.

11.3 Our website. How we handle personal data on our own website is explained in our Privacy Policy at https://coder.band/privacy.

12. How we work

12.1 Security commitments. We commit to the following:

Your code lives in your repository from day one.
We ask for least-privilege access, and we prefer read-only and time-limited access.
We use multi-factor authentication on the accounts we use to access your systems.
We never put secrets in code, tickets or chat.
We don’t copy your production data to our systems unless the work requires it, and we delete any copies when they are no longer needed.
When the work ends, we ask you to revoke our access, and we delete your materials.

These are our working practices. We don’t claim any security certification.

12.2 AI tools. We may use AI-assisted development tools. We use only tools whose terms prohibit the provider from training on your code or data, and a senior engineer reviews all code before we deliver it. You can ask us not to use such tools, which may affect the timeline and price.

12.3 Our team. We work as a studio. We may deliver through vetted individual contractors and subcontractors, some of whom are located in North Macedonia. Each of them is bound in writing to confidentiality and assigns the rights in their work to us. We remain your only contracting party, and we are fully responsible for their work. On request, we’ll tell you who has access to your systems.

13. Our promises and their limits

13.1 What we promise.

We will do the work with reasonable skill and care.
Each Deliverable will meet its acceptance criteria when delivered and for 14 days after acceptance.
If it doesn’t, tell us within that period and we’ll fix it for free. If we can’t fix it, we’ll refund the fees for the part that doesn’t meet the criteria.

13.2 Audits. Audits and profiling are point-in-time reviews of what we were given. They are not penetration tests, certifications or legal opinions, and no audit finds everything.

13.3 AI outputs. AI models are probabilistic, and their providers change them over time. We promise the evaluation thresholds we agree in writing, not specific model outputs. You decide how AI outputs are used in your product.

13.4 Nothing else. Apart from the promises in these Terms, we give no other warranties, to the extent the law allows. We make no compliance or certification claims.

14. Liability and indemnities

14.1 Liability cap. Our total liability to you, and yours to us, is limited to the fees you paid us in the 6 months before the event that gave rise to the claim.

14.2 Excluded losses. Neither of us is liable for indirect or consequential losses, or for lost profits, revenue, goodwill or data.

14.3 Exceptions. These limits don’t apply to your obligation to pay what you owe, to fraud, gross negligence or wilful misconduct, or to anything the law doesn’t allow us to limit.

14.4 Indemnities.

We will defend you against claims that a paid Deliverable, as we delivered it, infringes someone’s copyright or misappropriates their trade secret.
You will defend us against claims arising from your materials, your product and its use, or your instructions.

These work as set out in Section 14 of the MSA, and they are subject to the cap in Section 14.1 above.

15. Ending an engagement

15.1 You. You can stop any engagement by telling us in writing. Offer-specific rules come first: the Day-5 stop right (Section 3.3), the Retainer cancellation and first-week guarantee (Section 3.6), and Agency block rescheduling (Section 3.5). Otherwise:

we keep the upfront payment;
for fixed-price work, you pay the larger of the upfront payment and the share of the price matching the Business Days elapsed; and
for hourly work, you pay for the hours worked.

15.2 Us. We can stop on 10 Business Days’ notice. If we do, we hand over the work in progress and refund prepaid fees for work not performed.

15.3 Serious breach. Either of us can end an engagement if the other seriously breaches these Terms and doesn’t fix the breach within 10 Business Days of notice (5 Business Days for unpaid invoices), or becomes insolvent.

15.4 After it ends. You pay what’s due. We then hand over the paid work, and we each return or delete the other’s confidential information.

16. Disputes and governing law

16.1 Governing law. These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

16.2 Talk first. Before going to court, tell us about the problem in writing. Senior people on both sides then have 20 Business Days to try to sort it out.

16.3 Courts. If we can’t resolve it, the state and federal courts in Sheridan County, Wyoming, have exclusive jurisdiction. Both of us waive a jury trial, to the extent the law allows. However:

either of us may seek urgent relief in any competent court to protect confidential information or intellectual property; and
we may claim unpaid fees in any court that has jurisdiction over you, including a small-claims court.

16.4 Your mandatory rights. Nothing in this section takes away rights that your local law gives you and that can’t be excluded by contract.

17. Other legal terms

17.1 Independent contractors. We work as an independent contractor. We decide how our team does the work, and neither of us can bind the other.

17.2 Hiring each other’s people. During the work and for 12 months after it, neither of us will solicit the other’s team members who worked on the project. General job ads, and hiring people who left the other side at least 6 months earlier, are fine. If either of us hires someone in breach of this rule, a placement fee of 25% of their first-year gross pay applies. This rule binds only our two businesses. It doesn’t restrict any individual’s right to work for anyone.

17.3 Events beyond our control. Neither of us is liable for delays caused by events beyond our reasonable control, such as disasters, war, government action, major internet, cloud or AI-provider outages, or cyberattacks. This never excuses payment. If such an event stops the work for more than 30 days, either of us can end the engagement. You then pay for work done, and we refund prepaid fees for work not done.

17.4 Notices. Formal notices go by email: to [email protected] for us, and to the email address you used to buy for you. A notice counts as received when it is sent, unless it bounces.

17.5 Electronic acceptance. Ticking the box at checkout, paying an invoice, or signing electronically is as binding as a handwritten signature.

17.6 Publicity. We won’t use your name or logo without written permission. We may describe our work in anonymized form, without identifying you or revealing your confidential information, unless you tell us in writing that you’d rather we didn’t.

17.7 Assignment. Neither of us can transfer these Terms without the other’s consent, except to an affiliate or to a buyer of the business, on notice.

17.8 Whole agreement. These Terms, together with your Order and the documents they refer to, are our whole agreement about your purchase. If any part is unenforceable, the rest still applies.

17.9 Language. These Terms are written in English. If they are translated, the English version governs.

18. Contact us

Questions about these Terms: [email protected]

coderband LLC · 75 E 3rd St, Ste 7, Sheridan, WY 82801, USA