Terms of Service

1. Agreement to Terms

By accessing or using the services provided by Champlin Enterprises, LLC ("Company," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you may not access our services.

2. Description of Services

Champlin Enterprises, LLC provides professional software development services, including but not limited to:

• Enterprise software development
• AI integration and machine learning solutions
• Web application development
• Managed website subscription (separate offering, where applicable)
• Cloud architecture design and implementation
• Security solutions and audits
• Technical consulting services

3. User Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use our services. By using our services, you represent and warrant that you meet these requirements.

4. Service Agreements

4.1 Project Scope

All projects will be defined in a separate Statement of Work (SOW) or project agreement that outlines:

• Project deliverables and milestones
• Timeline and deadlines
• Pricing and payment terms
• Technical specifications
• Acceptance criteria

4.2 Changes to Scope

Any changes to the agreed-upon scope of work must be documented in writing and may result in adjustments to timeline and pricing.

4.3 Website Subscription Plan

We may offer a managed website subscription as a separate, small-business-focused service. Pricing, scope, and deliverables for any subscription plan are only applicable when explicitly included in a signed agreement or order form. Subscription offerings are not intended to describe or limit enterprise engagements, which are governed by a Statement of Work (SOW) and related project documents.

5. Payment Terms

5.1 Fees and Billing

• All fees are specified in the project agreement or SOW
• Invoices are typically issued monthly or upon milestone completion
• Payment is due within 30 days of invoice date unless otherwise specified
• Late payments may incur interest charges of 1.5% per month

5.2 Deposits

We may require an upfront deposit (typically 25-50% of project value) before commencing work on new projects.

5.3 Expenses

Unless otherwise agreed, client is responsible for reimbursing reasonable expenses incurred during project delivery, including third-party services, licenses, and infrastructure costs.

5.4 $50/Month Website Subscription Billing

• If a subscription plan is purchased, it is billed monthly in advance and may include a minimum commitment period as specified in the signed agreement.
• Ownership and export terms, if applicable, are defined in the signed agreement for that subscription plan.
• Third-party services (e.g., domains, email, hosting add-ons) may be billed separately when requested and approved by the client.
• Non-payment may result in suspension of subscription services as permitted by the signed agreement and applicable law.

6. Intellectual Property Rights

6.1 Client-Owned IP

All custom code, designs, content, and deliverables we create specifically for a client are considered “Client-Owned Deliverables.” Client-Owned Deliverables become the sole property of the client upon satisfaction of the applicable payment obligations as defined in the applicable project agreement or SOW. For subscription offerings (when applicable), ownership and export terms are defined in the signed agreement for that subscription plan.

6.2 Company-Owned IP

We retain ownership of:

• Pre-existing code, frameworks, and tools
• General methodologies and processes
• Reusable components and libraries
• Our proprietary development tools

6.3 Third-Party Components

Projects may incorporate third-party open-source or licensed components. Client is responsible for complying with applicable licenses.

7. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the engagement. This obligation survives termination of the agreement.

7.1 Confidential Information Includes:

• Business strategies and plans
• Technical specifications and source code
• Customer data and user information
• Financial information
• Trade secrets and proprietary processes

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications
• We have the right to provide the services

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total liability shall not exceed the fees paid for the specific service giving rise to the claim
• We are not liable for indirect, incidental, consequential, or punitive damages
• We are not liable for loss of profits, data, or business opportunities

10. Client Responsibilities

Client agrees to:

• Provide timely access to necessary resources and information
• Respond to requests for feedback and approvals promptly
• Designate authorized representatives for project decisions
• Provide accurate and complete requirements
• Maintain appropriate backups of data
• Comply with all applicable laws and regulations

11. Support and Maintenance

Post-delivery support and maintenance services are available under separate agreements. Standard warranty period for bug fixes is 30 days from delivery, unless otherwise specified.

12. Termination

12.1 Termination for Convenience

Either party may terminate with 30 days written notice. Client remains responsible for payment of work completed and expenses incurred.

12.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms
• Becomes insolvent or files for bankruptcy
• Engages in illegal activities

13. Indemnification

Client agrees to indemnify and hold harmless Champlin Enterprises, LLC from claims arising from:

• Client's use of deliverables
• Client-provided content or materials
• Violation of third-party rights
• Breach of these Terms

14. Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

15. Dispute Resolution

15.1 Negotiation

Parties agree to first attempt to resolve disputes through good-faith negotiation.

15.2 Arbitration

If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the American Arbitration Association rules.

15.3 Governing Law

These Terms are governed by the laws of the State of Illinois, United States, without regard to conflict of law principles.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any project agreements, constitute the entire agreement between parties.

16.2 Amendments

We may modify these Terms at any time. Continued use of services after changes constitutes acceptance.

16.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

16.4 Waiver

Failure to enforce any right or provision does not constitute a waiver of that right.

16.5 Assignment

Client may not assign these Terms without our written consent. We may assign to affiliates or in connection with a merger or acquisition.

17. Contact Information

For questions about these Terms of Service, please contact us:

• Champlin Enterprises, LLC
• Email: contact@champlinenterprises.com
• Phone: (815) 885-5509
• Location: 1449 S Michigan Ave, Ste 13946, Chicago, IL 60605