Terms of Service
1. Agreement to These Terms
1.1 These Terms of Service (the "Terms") are a binding agreement between you ("you," "your," or "Subscriber") and Codicen LLC, a California limited liability company ("we," "us," "our," or the "Company"), governing your access to and use of Codicen and any related website, application, email, and text-message communications (together, the "Service").
1.2 By creating an account, subscribing, or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.
1.3 If you use the Service on behalf of a business entity, you represent that you have authority to bind that entity, and "you" means both you individually and that entity.
2. What the Service Is — and What It Is Not
This section is the most important part of this agreement. Read it before you subscribe. We are not a law firm, a tax preparer, an accountant, an insurance broker, or a licensed contractor. Nothing we provide is legal, tax, accounting, insurance, or licensing advice. |
2.1 Informational service only. The Service is an informational tool. It compiles publicly available information about recurring regulatory, licensing, tax, and insurance obligations that commonly apply to businesses in the trades in California, and delivers reminders about deadlines you tell us are relevant to you. It is a calendar and a reminder system. It is not a substitute for professional advice or for your own diligence.
2.2 No legal advice; no attorney-client relationship. The Company is not a law firm and does not practice law. No content, output, reminder, calendar, article, template, email, or communication from the Service constitutes legal advice. No attorney-client relationship is created by your use of the Service, by your payment of a subscription fee, or by any communication with us. Do not send us privileged or confidential information expecting that it will be treated as such.
2.3 No tax or accounting advice. We are not certified public accountants or enrolled agents. Information about franchise tax, estimated payments, or any other tax obligation is general information only and is not tax advice. Your tax obligations depend on facts we do not know. Consult a CPA or tax professional.
2.4 No insurance advice. We are not licensed insurance producers. Information about workers' compensation, general liability, bonds, or any other coverage is general information only. We do not recommend, place, or advise on coverage. Consult a licensed broker.
2.5 No government affiliation. The Company is not affiliated with, endorsed by, sponsored by, or acting on behalf of the Contractors State License Board, the California Secretary of State, the Franchise Tax Board, the Department of Pesticide Regulation, the United States Environmental Protection Agency, any city or county, or any other government agency. References to any agency are descriptive only.
2.6 We do not file anything for you. The Service does not submit, file, renew, pay, or transmit anything to any agency on your behalf. Every filing, renewal, and payment remains yours to make. Links we provide to agency filing portals are a convenience only.
3. Eligibility and Accounts
3.1 You must be at least 18 years old and able to form a binding contract. The Service is offered for business use only and is not intended for personal, family, or household purposes.
3.2 You must provide accurate and complete registration information and keep it current. You are responsible for all activity under your account and for keeping your credentials confidential. Notify us promptly of any unauthorized use.
3.3 You may not share your account, resell access, or permit any person outside your business to use your subscription.
4. Your Information Determines Your Results
4.1 Garbage in, garbage out. The obligations and deadlines the Service shows you are generated from the information you provide during onboarding and afterward — your entity type, license classification, license number, trade, city, county, employee status, and similar facts — together with information retrieved from public records. If any of that information is wrong, incomplete, or out of date, your calendar will be wrong.
4.2 Your duty to keep information current. You must promptly update your profile when anything material changes, including a change of entity type, business address, city or county of operation, license classification, bond or insurance carrier, addition or removal of employees, or acquisition of a new license or registration. We have no way to learn of these changes independently and no obligation to detect them.
4.3 Public records. Where the Service pre-fills information from public sources, including the California Secretary of State and the Contractors State License Board, we present that information as retrieved. We do not verify it, we do not control it, and it may be inaccurate, delayed, or incomplete. You are responsible for reviewing and correcting anything the Service pre-fills.
5. The Obligations List Is Not Exhaustive
Read this one too. We do not represent, and you must not assume, that the Service identifies every obligation that applies to you. It does not. |
5.1 Not represented as complete. The Service covers a defined set of recurring obligations that we have chosen to track. That set is limited, is selected at our discretion, changes over time, and is not represented to be exhaustive, comprehensive, or complete. There are obligations that apply to businesses in the trades in California that the Service does not track and will never track, including obligations arising from your specific contracts, your specific projects, your specific jurisdiction, your employment practices, your workplace safety program, your environmental permits, your vehicle fleet, your immigration compliance, your prevailing-wage or public-works obligations, and matters we have not anticipated.
5.2 Your responsibility is unchanged. Nothing about your use of the Service transfers, reduces, shares, or delegates any legal obligation you owe to any agency, licensor, insurer, surety, taxing authority, customer, or employee. Those obligations remain entirely yours. Subscribing to the Service does not make us responsible for your compliance, and it is not a defense to any enforcement action, penalty, license suspension, or claim.
5.3 Accuracy and change. Laws, regulations, fee schedules, penalty amounts, forms, filing addresses, and agency procedures change, sometimes without notice and sometimes retroactively. We compile information from sources we believe to be reliable and update the Service periodically, but we do not warrant that any information is current, accurate, or complete at any given moment. Deadline calculations are estimates based on general rules and may not account for weekends, holidays, agency extensions, grace periods, individual circumstances, or exceptions.
5.4 Verify before you act. Before relying on any date, amount, form, or requirement shown in the Service, verify it directly with the relevant agency or with your attorney, CPA, or broker. Where the Service and an agency disagree, the agency is right.
6. Reminders and Delivery
6.1 How reminders work. The Service is designed to send email reminders approximately 60, 30, and 7 days before a deadline on your calendar, and a text message approximately 7 days before. Timing is approximate and subject to change.
6.2 We do not guarantee delivery. We rely on third-party email and text-message providers, on your carrier, and on your own systems. Messages may be delayed, blocked, filtered as spam, rejected, throttled, or lost. Your inbox may be full; your number may change; your carrier may block short-code or ten-digit-long-code traffic. We are not responsible for any message that is not delivered, is delivered late, or is not read.
6.3 Reminders are a convenience, not a control. You must not rely solely on the Service to meet a deadline. Maintain your own calendar and your own records. The absence of a reminder does not mean nothing is due.
6.4 Contact details. Keep your email address and mobile number current. We are not responsible for messages sent to an address or number you no longer monitor.
7. Text Messages
7.1 Consent. By providing your mobile number and opting in, you consent to receive recurring automated text messages from us relating to your account and your deadlines. Consent to receive text messages is not a condition of purchasing the Service; you may use the Service with email reminders only.
7.2 Frequency and cost. Message frequency varies with the number of deadlines on your calendar. Message and data rates may apply. We do not charge for text messages.
7.3 Opting out. Reply STOP to any message to stop receiving text messages. Reply HELP for help, or contact us at the address in Section 22. Opting out of text messages does not cancel your subscription and does not stop email reminders.
7.4 Carriers. Mobile carriers are not liable for delayed or undelivered messages.
8. Subscription and Fees
8.1 Fee. The subscription fee is $99 per month per business account, unless a different price is disclosed to you at signup. All fees are stated in U.S. dollars.
8.2 Payment processing. Payments are processed by Stripe, Inc. We do not receive or store your full card number. Your use of Stripe is subject to Stripe's own terms and privacy policy. You authorize us and Stripe to charge your payment method on a recurring basis.
8.3 Taxes. Fees are exclusive of any applicable sales, use, or other taxes. Where we are required to collect tax, it will be added at checkout.
8.4 Failed payments. If a payment fails, we may retry it, suspend your access, and stop sending reminders. We are not responsible for any deadline missed during a period of suspension for non-payment.
8.5 Price changes. We may change the subscription fee on at least thirty (30) days' advance written notice to the email address on your account. The new price applies to billing periods beginning after the notice period. If you do not agree, cancel before the change takes effect.
9. Automatic Renewal — California Disclosure
California Automatic Renewal Law — this is a real compliance obligation of yours California Business and Professions Code § 17600 et seq., as amended by AB 2863 effective July 1, 2025, governs every automatically renewing consumer subscription offered to a Californian. At the federal level the FTC's Click-to-Cancel Rule was vacated by the Eighth Circuit in July 2025 and the FTC restarted rulemaking with an advance notice in March 2026, but the FTC continues to enforce the Restore Online Shoppers' Confidence Act (ROSCA) in the meantime — so the federal baseline requirements have not gone away. The disclosure language below is necessary but not sufficient. Most of the compliance burden falls on how your signup and cancellation FLOWS are built, not on what this document says. The implementation checklist at the end of this document lists what has to be true of the product itself. Build it into the Stripe Payment Link and signup page from day one — retrofitting it after you have subscribers is more expensive than doing it right. The Automatic Renewal Law itself does not give a customer a direct private right of action — Mayron v. Google LLC (2020) 54 Cal.App.5th 566 held as much — but that is thin comfort. A violation is an unlawful business practice, which makes it actionable under the Unfair Competition Law, and the statute also provides that goods sent without the required affirmative consent are deemed an unconditional gift to the consumer (B&P Code § 17603; note that provision is written in terms of goods, and its application to a pure service subscription is contested). This matters more for you than for most companies: a compliance company that violates California's subscription statute is a story that writes itself. |
9.1 YOUR SUBSCRIPTION AUTOMATICALLY RENEWS. Your subscription renews automatically each month, and your payment method will be charged $99 each month, until you cancel. There is no end date unless you cancel.
9.2 Renewal period and amount. The renewal period is one (1) month. The recurring charge is $99 per month, plus any applicable tax. If the amount will change, we will tell you at least thirty (30) days in advance under Section 8.5.
9.3 How to cancel. You may cancel at any time, effective at the end of your current billing period, by any of the following methods, each of which is available to you without speaking to anyone and without any retention step you cannot skip:
clicking the "Cancel subscription" link in your account settings;
clicking the "Cancel subscription" link in the footer of any billing email we send you; or
emailing [email protected] from the email address on your account with the word "cancel" in the subject line, in which case we will process the cancellation within one (1) business day and confirm it to you in writing.
9.4 Acknowledgement. After you subscribe, we will send you an acknowledgement email containing these automatic renewal terms, the cancellation methods above, and a direct cancellation link. Keep it.
9.5 Effect of cancellation. Cancellation stops future charges. Your access continues until the end of the billing period you have paid for, after which reminders stop.
10. Refunds
10.1 Except where required by law, fees are non-refundable and we do not provide refunds or credits for partial months, unused periods, or deadlines you did not act on.
10.2 We may, at our sole discretion, issue a refund. A stated goodwill policy — for example, a full refund on request within the first thirty (30) days — reduces chargebacks and disputes materially at low volume. If you adopt one, state it here in plain terms and honor it without argument.
11. Acceptable Use
11.1 You may use the Service only for your own business's compliance purposes. You may not:
copy, scrape, crawl, harvest, extract, index, or systematically download any portion of the Service or its underlying data;
use the Service or its content to build, train, populate, or improve any competing product, dataset, model, or compilation;
resell, sublicense, rent, lease, distribute, or provide the Service or its output to any third party, including your own clients, except that you may share your own calendar with your own attorney, CPA, or broker;
reverse engineer, decompile, or attempt to derive the structure or logic of the Service;
circumvent any access control, rate limit, or authentication measure;
use any robot, spider, or automated means to access the Service other than a search engine crawler obeying our robots file;
submit false information, impersonate any person, or use another business's license number without authority;
introduce any malicious code or interfere with the Service's operation or security; or
use the Service in violation of any applicable law.
11.2 We may suspend or terminate your access immediately for any violation of this Section, without refund.
12. Intellectual Property
12.1 Our property. The Service, including its software, design, text, graphics, and — importantly — the compilation of regulatory obligations, its selection, arrangement, taxonomy, deadline logic, source citations, and penalty data (the "Obligations Library"), is owned by the Company and protected by copyright, trade secret, and other laws. While individual legal requirements are public facts that no one can own, our compilation, selection, arrangement, and presentation of them is our protected property.
12.2 Your licence. Subject to these Terms and to your payment of fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your own internal business purposes during your subscription. All rights not expressly granted are reserved.
12.3 Your data. You retain ownership of the information you submit ("Your Data"). You grant us a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, and display Your Data solely to provide, secure, support, and improve the Service, and to create aggregated and de-identified data that does not identify you or your business. We will not sell Your Data. See our Privacy Policy.
12.4 Feedback. If you send us suggestions, ideas, or feedback, you grant us an unrestricted, perpetual, irrevocable, royalty-free right to use and exploit it without obligation or attribution to you.
12.5 Trademarks. Agency names, marks, and logos referenced in the Service belong to their respective owners and are used descriptively. Their use does not imply affiliation or endorsement.
12.6 Copyright complaints. If you believe material available through the Service infringes a copyright you own or control, send a notice containing the information described in 17 U.S.C. § 512(c)(3) — identification of the work, identification and location of the allegedly infringing material, your contact information, a statement of good-faith belief, a statement of accuracy under penalty of perjury, and your physical or electronic signature — to [email protected] with the subject line "Copyright Notice." We will review and respond as the law requires, and may remove material and terminate the accounts of repeat infringers.
13. Third-Party Sites and Services
The Service links to government portals, payment processors, and other third-party sites and services. We do not control them, we do not endorse them, and we are not responsible for their content, availability, accuracy, security, or practices. Your dealings with them are solely between you and them.
14. Suspension and Termination
14.1 You may cancel at any time under Section 9.3.
14.2 We may suspend or terminate your account, with or without notice, if you breach these Terms, if your payment fails, if we reasonably believe your use creates legal or security risk, or if we discontinue the Service.
14.3 If we terminate for convenience or discontinue the Service, we will refund the unused portion of any prepaid fee for the then-current period.
14.4 On termination, your licence ends and your access stops. You may export your calendar before termination; after termination we may delete Your Data in accordance with our Privacy Policy. Sections 2, 5, 12, 15, 16, 17, 18, and 21 survive.
15. Disclaimer of Warranties
15.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
15.2 WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT: THE OBLIGATIONS IDENTIFIED BY THE SERVICE ARE COMPLETE OR EXHAUSTIVE; ANY DATE, AMOUNT, FORM, LINK, OR REQUIREMENT SHOWN IS ACCURATE OR CURRENT; ANY REMINDER WILL BE SENT, DELIVERED, OR RECEIVED; THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR THAT USE OF THE SERVICE WILL CAUSE YOU TO BE, OR REMAIN, IN COMPLIANCE WITH ANY LAW, REGULATION, LICENCE CONDITION, OR CONTRACT.
15.3 Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.
16. Limitation of Liability
16.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST BIDS, LOST DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO THE SERVICE, ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
16.2 WITHOUT LIMITING SECTION 16.1, THE COMPANY WILL NOT BE LIABLE FOR ANY PENALTY, FINE, INTEREST, LATE FEE, SUSPENSION, REVOCATION, LAPSE, DISCIPLINARY ACTION, LOSS OF LICENCE, LOSS OF BOND OR INSURANCE, DISALLOWED CLAIM, LOST CONTRACT, OR OTHER CONSEQUENCE ARISING FROM A DEADLINE YOU MISSED, AN OBLIGATION THE SERVICE DID NOT IDENTIFY, INFORMATION THAT WAS INACCURATE OR OUT OF DATE, OR A REMINDER THAT WAS NOT SENT, NOT DELIVERED, OR NOT READ.
16.3 THE COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
16.4 California Civil Code § 1668. Nothing in these Terms exempts the Company from responsibility for its own fraud, willful injury to the person or property of another, or violation of law, whether willful or negligent. Nothing here limits any liability that cannot be limited under applicable law.
16.5 Basis of the bargain. You acknowledge that the fee reflects the allocation of risk in Sections 15 and 16, and that the Company would not provide the Service at this price without these limitations.
17. Indemnification
You will defend, indemnify, and hold harmless the Company and its members, managers, officers, employees, contractors, and agents from and against any claim, demand, action, loss, liability, damage, cost, and expense (including reasonable attorney's fees) arising out of or relating to (a) your use of the Service, (b) Your Data or any information you submit, (c) your breach of these Terms, (d) your violation of any law or of any third party's rights, or (e) any claim by any third party — including any of your own customers, employees, or sureties — arising from your compliance or non-compliance with any obligation.
18. Governing Law and Disputes
18.1 These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.
18.2 Informal resolution first. Before filing any claim, you agree to contact us at [email protected] and attempt in good faith to resolve the dispute for thirty (30) days.
18.3 Venue. Subject to Section 18.4, the state and federal courts in Los Angeles County, California have exclusive jurisdiction over any dispute, and each party consents to that jurisdiction and venue.
18.4 Reserved.
18.5 Time to bring claims. To the extent permitted by applicable law, any claim arising out of or relating to the Service or these Terms must be commenced within ONE (1) YEAR after the claim accrues; otherwise it is permanently barred. This Section does not apply to claims that cannot be shortened by contract under applicable law, and does not shorten any statutory period that cannot be waived.
19. Changes to These Terms
We may modify these Terms. If a change is material, we will notify you by email to the address on your account and post the updated Terms with a new "Last updated" date at least thirty (30) days before it takes effect. Continued use after the effective date constitutes acceptance. If you do not agree, cancel under Section 9.3 before the change takes effect.
20. Notices
We may give you notice by email to the address on your account, by posting in the Service, or by text message. You must give us notice by email to [email protected] and, for any notice of claim, also by mail to the address in Section 22.
21. General
21.1 Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and the Company regarding the Service and supersede all prior agreements and representations.
21.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will remain in effect.
21.3 No waiver. Our failure to enforce any provision is not a waiver of it.
21.4 Assignment. You may not assign these Terms without our written consent. We may assign them without restriction, including to a successor to our business.
21.5 Force majeure. Neither party is liable for any failure to perform due to causes beyond its reasonable control, except for payment obligations.
21.6 No third-party beneficiaries. These Terms create no rights in any third party.
21.7 Relationship. Nothing here creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and the Company.
21.8 Headings. Headings are for convenience only and do not affect interpretation.
21.9 Electronic communications and signatures. You consent to receive all communications relating to the Service — including these Terms, disclosures, notices, receipts, renewal and price-change notices, and amendments — electronically, by email to the address on your account or by posting in the Service, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. Your electronic acceptance of these Terms has the same force as a handwritten signature under the federal E-SIGN Act and the California Uniform Electronic Transactions Act. You may withdraw consent to electronic delivery only by closing your account, because the Service cannot be delivered without electronic communication. Keep copies of what we send you; you may request a paper copy of these Terms at the address in Section 22.
21.10 Legal compliance; export. The Service is offered only to businesses operating in the United States. You represent that you are not located in, and are not a national of, any country subject to a comprehensive United States embargo, and that you are not on any United States government list of prohibited or restricted parties.
21.11 Publicity. We will not use your name, logo, or the fact that you are a customer in marketing materials without your prior written consent. Nothing in this Section restricts either party from making truthful statements required by law.
22. Contact
Codicen LLC
2108 N Street #12501, Sacramento, California 95816
Email: [email protected] | Cancellations: [email protected] | Legal notices: [email protected]
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.