Terms of Service

2.1 Scope of Work (SOW):

All deliverables, milestones, and services will be defined in a Statement of Work (SOW) or Proposal agreed upon by both parties.

2.2 Exclusions:

Any services not explicitly stated in the SOW are excluded and will require a Change Order (see Section 9).

2.3 Nature of Development:

The Client acknowledges that software development is inherently iterative, subject to evolving technical constraints, and may involve dependencies on third-party platforms outside the Company's control.

3.1 Term:

This Agreement shall remain in effect until services are completed or terminated by either party under Section 3.2.

3.2 Termination for Cause:

Either party may terminate with 14 days' written notice if the other party breaches material terms and fails to cure within that period.

3.3 Termination for Convenience:

The Company may terminate for convenience upon written notice if the Client engages in abusive conduct, fails to cooperate, or materially disrupts the project.

3.4 Effect of Termination:

All fees for work completed up to termination remain due and payable. Intellectual property rights transfer only after full payment is received.

4.1 Fees & Payment Terms

All fees, payment schedules (fixed, milestone, retainer, or subscription), and billing terms shall be defined in the applicable Statement of Work ("SOW") or Proposal.

Unless otherwise stated in writing, all invoices are due upon receipt.

4.2 Earned Fees & Non-Refundability

The Client acknowledges that the Company allocates time, expertise, personnel, and technical resources immediately upon project commencement.

All payments made are non-refundable and deemed earned upon receipt, except where required by applicable law.

Fees compensate for time reserved, work performed, intellectual contribution, opportunity cost, and project allocation — regardless of project completion status.

4.3 Milestone & Partial Completion Payments

For milestone-based projects, each milestone payment becomes earned once the corresponding work has been commenced or delivered.

In the event of early termination, the Client shall remain responsible for payment of:

• All completed work
• Work in progress
• Time allocated but not yet billed
• Any non-cancellable third-party costs incurred on behalf of the Client

4.4 Chargebacks & Payment Disputes

The Client agrees not to initiate chargebacks or payment reversals.

Any billing disputes must be submitted in writing within 7 days of invoice issuance.

Initiating a chargeback without first seeking resolution under Section 19 (Dispute Resolution) shall constitute a material breach of this Agreement.

The Company reserves the right to suspend services and pursue collection of reversed funds, including recovery of administrative, legal, and processing fees incurred.

4.5 Late Payments

Late payments may incur interest at a rate of 1.5% per month (18% annually) or the maximum permitted by law, whichever is lower.

The Company may suspend work, withhold deliverables, revoke access, or disable services until outstanding balances are paid in full.

4.6 Ownership Conditional Upon Payment

All intellectual property rights, licenses, access credentials, and deliverables remain the property of the Company until full payment is received.

Until payment is complete, the Client is granted a limited, revocable, non-transferable license to use deliverables solely for evaluation purposes.

4.7 Third-Party Costs

The Client is responsible for all third-party fees, including but not limited to hosting, API usage, licensing, marketplace fees, app store fees, payment processing, and infrastructure services.

Such costs are non-refundable and subject to the policies of the respective providers.

5.1 Client Ownership:

Upon full payment, the Client shall own rights to the final deliverables.

5.2 Company Retention:

Zera Software Studio retains ownership of pre-existing code, proprietary frameworks, libraries, methodologies, and development tools. These may be used in future projects without restriction.

5.3 Third-Party Components:

Certain deliverables may incorporate third-party libraries, APIs, or open-source code subject to their respective licenses. The Client accepts all associated restrictions.

6.1 Estimated Schedules

All project timelines, milestone dates, and delivery estimates are approximate and are not guarantees.

Delays may occur due to technical complexity, evolving project requirements, third-party dependencies, infrastructure limitations, or other circumstances beyond the Company's reasonable control.

6.2 Client Delays

The Client agrees to provide timely feedback, approvals, assets, credentials, and required materials.

Failure to do so may result in timeline extensions, rescheduling of development resources, and additional costs where applicable.

The Company shall not be responsible for delays caused by Client inaction or late responses.

6.3 Force Majeure

The Company shall not be liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to:

• Server outages
• Platform or API changes
• Cyberattacks
• Government restrictions
• Natural disasters
• Marketplace review delays
• Internet or infrastructure disruptions

6.4 Definition of Delivery

"Delivery" shall occur when the Company provides written notice to the Client that a milestone or final deliverable has been completed in accordance with the agreed SOW and is ready for review.

The date of such written notice shall constitute the official Delivery Date.

Early deployment, staging access, preview links, testing environments, or progress visibility shall not constitute Delivery unless expressly confirmed in writing as complete.

6.5 Mobile Application Delivery

For iOS and Android applications, Delivery shall occur when:

• The final build has been completed in accordance with the SOW
• The build files and/or source code have been provided to the Client
• The application has been submitted to the applicable app marketplace, if submission support is included in the SOW

Approval, rejection, delay, suspension, or removal by Apple, Google, or any third-party marketplace shall not affect Delivery status.

The Company does not guarantee acceptance by any app marketplace.

6.6 Web Applications, SaaS & Websites

For websites, web applications, SaaS platforms, and similar systems, Delivery shall occur when:

• The deliverable has been deployed to the agreed hosting environment
• The functionality described in the SOW is operational
• The Client has been provided necessary access credentials
• Written notice of completion has been provided

Minor defects that do not materially impair core functionality shall not delay Delivery.

6.7 Review & Acceptance

Upon Delivery, the Client shall have three (3) business days (the "Review Period") to provide written notice of any material defects.

A "material defect" means a reproducible technical issue causing the deliverable to fail to substantially conform to the SOW.

The following do not constitute material defects:

• Subjective design preferences
• Enhancement requests
• New features
• Changes outside the SOW
• Minor visual inconsistencies that do not impair functionality

If no written notice of material defects is received within the Review Period, the deliverable shall be deemed accepted.

Use of the deliverable in a live business or production environment following Delivery constitutes acceptance.

Upon acceptance (express or deemed), any outstanding milestone payments become immediately due.

6.8 Fourteen (14) Day Limited Post-Launch Support

Following final Delivery, the Company shall provide fourteen (14) calendar days of limited post-launch support at no additional charge.

This period covers correction of verified material defects only.

This period does not include:

• New features
• Enhancements or modifications
• Design revisions
• Performance optimization
• Third-party integration changes
• Platform or API updates outside Company control

Any additional work shall be handled under the Change Order process and billed at the Company's then-current rates.

7.1 Testing

The Company shall perform commercially reasonable testing prior to Delivery.

The Client acknowledges that software is complex and may contain defects or errors that are not discovered during testing.

The Company does not warrant that deliverables will be completely error-free.

7.2 Limited Post-Delivery Warranty

Subject to Section 6 (Delivery & Acceptance), the Company will correct verified material defects reported within the fourteen (14) day post-launch support period at no additional cost.

This limited warranty applies only to defects causing the deliverable to materially fail to conform to the agreed Scope of Work.

This warranty does not cover:

• Changes in third-party APIs or platforms
• Hosting or infrastructure failures
• Client modifications or third-party alterations
• Improper use or misuse of the deliverable
• Performance optimization unless explicitly included in the SOW
• Security breaches resulting from third-party services or client-side vulnerabilities

7.3 No Performance Guarantees

The Company does not guarantee:

• Revenue
• Sales
• User adoption
• Search engine rankings
• App marketplace approval
• Platform growth
• Conversion rates
• Business outcomes of any kind

The Client acknowledges that results depend on numerous external factors outside the Company's control.

7.4 Third-Party Dependencies

Deliverables may rely on third-party platforms, APIs, hosting providers, payment processors, marketplaces, or other services.

The Company is not responsible for:

• Changes to third-party services
• API limitations or pricing changes
• Platform suspensions
• Account terminations
• Service outages
• Policy changes

7.5 Disclaimer of Warranties

Except as expressly stated in this Agreement, all services and deliverables are provided on an "as is" and "as available" basis.

To the fullest extent permitted by law, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to:

• Implied warranties of merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted or error-free operation
• Data accuracy or security

The Client assumes full responsibility for the use of the deliverables in its business operations.

8.1 Assets & Content:

The Client must provide accurate content, data, and assets with the necessary rights/licenses.

8.2 Feedback:

The Client agrees to provide prompt feedback and approvals.

8.3 Backups:

The Client is responsible for maintaining backups of any data or content provided.

9.1 Scope Creep:

Any requests beyond the agreed scope must be submitted in writing and are subject to additional costs.

9.2 Change Orders:

Additional work will be billed at the Company's then-current hourly or project rates.

10.1 Post-Launch Support:

Unless otherwise agreed, ongoing support and maintenance are not included.

10.2 Optional Retainers:

Extended support packages may be provided under a separate retainer or subscription.

11.1

Both parties shall protect confidential information shared during the project.

11.2

This obligation shall survive termination of the Agreement.

12.1 By Client:

The Client shall indemnify and hold harmless Zera Software Studio against any claims, damages, or losses arising from:

• Client-provided content or assets
• Misuse of deliverables by the Client or third parties
• Violations of applicable laws/regulations in the Client's use of the deliverables

13.1 Maximum Liability:

The Company's total liability shall not exceed fees paid by the Client in the 3 months prior to the claim.

13.2 No Consequential Damages:

The Company shall not be liable for indirect, incidental, or consequential damages, including lost profits, business interruptions, or data loss.

13.3 Third-Party Dependencies:

The Company shall not be responsible for failures caused by third-party APIs, platforms, or services (e.g., Apple App Store, Google, Stripe, Twilio).

19.1 Good Faith Resolution:

Parties shall first attempt to resolve disputes informally.

19.2 Arbitration:

If unresolved, disputes shall be settled by binding arbitration in Ontario, Canada. The Client waives the right to jury trials or class actions.

19.3 Governing Law:

This Agreement shall be governed by the laws of Ontario, Canada.

20.1

The Company may showcase the project in its portfolio or marketing materials unless the Client expressly prohibits this in writing.

A9.1 No Business or Financial Guarantees

All educational content is provided for informational and instructional purposes only.

Zera Software Studio makes no guarantees, representations, warranties, or promises — express or implied — regarding:

• Income, revenue, profit, or earnings of any kind
• Client acquisition, lead generation, booking volume, or sales
• Business success, business viability, or business launch
• Financial outcomes, return on investment, or recovery of the purchase price
• The amount, frequency, or pricing of any work the customer may obtain

Any income figures, client outcomes, deal sizes, screenshots, payment dashboards, testimonials, or success stories referenced in any Marketing Communication or in the Digital Product itself reflect the experiences of specific individuals under specific circumstances and are not typical, average, expected, or guaranteed results for any other customer.

A9.2 Individual Learning Outcomes & Aptitude

The Digital Product is designed to teach a foundational system, methodology, and skillset. The customer expressly acknowledges and agrees that:

• Learning outcomes are inherently personal and depend on the customer’s effort, persistence, time invested, prior experience, design sensibility, technical aptitude, willingness to practice, willingness to iterate, and willingness to apply the methodology over an extended period of time;
• Different individuals learn at different speeds, in different ways, and reach different levels of mastery from identical instruction. The Company makes no representation that any specific customer will reach any specific level of skill, proficiency, or output quality within any specific timeframe — or at all;
• The Digital Product provides the foundational skillset and the framework required to build websites of the quality category illustrated in Marketing Communications. It does not — and cannot — guarantee that the customer will execute that framework to the same standard as the examples shown, the instructor, or any other student;
• A customer’s inability, perceived inability, or disappointment with their own ability to replicate any specific website, design, or outcome shown in Marketing Communications or in the Digital Product is not a defect of the Digital Product, is not a breach of this Agreement, and does not entitle the customer to any refund, credit, chargeback, or other remedy outside Section A12 (where applicable);
• The Digital Product is not a done-for-you service, a guaranteed-results program, or a substitute for the customer’s own creative effort, judgement, and persistence.

By completing a purchase, the customer affirms that they are purchasing access to instructional content and a system — not a guaranteed personal outcome.

A9.3 Marketing Examples Are Aspirational Reference Material

All websites, mockups, screenshots, demo builds, portfolio pieces, animations, hero showcases, “example sites,” reference designs, awards-platform logos (including but not limited to Awwwards, FWA, Dribbble, Behance, Siteinspire), and any other visual or textual depiction of work referenced in any Marketing Communication or anywhere within the Digital Product (collectively, "Reference Work") are provided for one or more of the following purposes only:

• To illustrate the visual category, design language, structural patterns, and quality ceiling that the system taught in the Digital Product is designed to enable a persistent, fully-engaged learner to work toward over time;
• To demonstrate principles of structure, hierarchy, motion, interaction, or composition discussed in the curriculum;
• To provide aspirational reference and creative direction.

The customer expressly acknowledges and agrees that:

• Reference Work is not a deliverable of the Digital Product. The Digital Product does not include, and is not represented to include, the source files, project files, design files, code, or step-by-step replication tutorial for any specific Reference Work shown;
• The website(s), exercise project(s), or build(s) constructed by the instructor within the Digital Product’s curriculum may differ in subject matter, industry, layout, content, and visual treatment from any specific Reference Work shown in Marketing Communications, and such difference is intentional, expected, and does not constitute misrepresentation, false advertising, deceptive marketing, breach of contract, or grounds for refund;
• The Digital Product teaches a transferable system. The customer is expected to apply that system to their own subject matter and visual direction. A 1:1 reproduction of any specific Reference Work is neither offered, promised, nor required for the Digital Product to have delivered what was sold;
• Any claim that the Digital Product “does not teach how to build the websites shown,” “teaches a different website than what is advertised,” or “does not enable replication of Reference Work” is, by the express acknowledgement of the customer, a misunderstanding of the nature of the Digital Product and not a basis for any refund, chargeback, dispute, or claim under any legal or equitable theory.

A12.1 Eligibility Window

To be eligible for a refund under this guarantee:

• The customer must initiate the refund request within fourteen (14) calendar days of the original purchase date as recorded by the payment processor (Stripe). The 14-day window runs from the purchase timestamp and is not extended by delayed access, deferred login, non-consumption, technical issues, time-zone differences, or any other factor.
• A refund request is "initiated" only upon receipt of a complete submission package as defined in Section A12.3 below. Partial submissions, preliminary inquiries, or notice of intent to request a refund do not constitute initiation and do not pause or extend the 14-day window.
• Requests received after the 14-day window — for any reason — will not be considered, and the customer permanently forfeits eligibility for a refund of the Program.

A12.2 Action-Based Completion Requirement

The Program guarantee is action-based. Eligibility is conditional on the customer demonstrating substantive, good-faith engagement with the Program prior to requesting a refund. Specifically, the customer must have:

• Completed the Program in its entirety — every module, every video lesson, every written material, every exercise, and every worksheet contained in the Program from the first module through the final module, with no module skipped, partially completed, or left unfinished.
• Applied the Program’s blueprint, methodology, or framework to a real or practice website project, resulting in a working, publicly-accessible deployed website (a non-public, local, or password-protected URL does not satisfy this requirement).

Customers who have not completed the entirety of the Program prior to initiating a refund request are categorically ineligible regardless of any other circumstance, including (without limitation) circumstances in which the customer asserts that the Program failed to deliver value before they completed it. The guarantee may not be invoked on the basis of partial completion, sampling of modules, or preliminary impressions.

A12.3 Required Submission Package

To initiate a refund request, the customer must submit, in a single email, all of the following items. Submissions missing any item are considered incomplete and do not initiate the refund request or pause the 14-day eligibility window:

• Subject line: "AWWD Refund Request — [Order ID]", where [Order ID] is the Stripe order or session ID associated with the original purchase.
• Sent from the email address used at the time of original purchase.
• A publicly-accessible live URL of a website built using the Program’s blueprint or methodology, hosted on a publicly-resolvable domain or subdomain.
• Screenshots clearly demonstrating completion of exercises, projects, or deliverables from every module of the Program — first module through final module — sufficient to evidence that the Program was completed in its entirety as required by §A12.2.
• A written explanation of no fewer than three hundred (300) words describing: (a) confirmation that every module of the Program was completed in full, (b) what was implemented from the Program, (c) the specific reasons the customer believes the Program did not deliver the value represented, and (d) what specific outcome the customer expected and did not achieve after completing the entirety of the Program.
• The customer’s order ID, purchase date, and full name as it appears on the original payment.

All required items must be received by Zera Software Studio at info@zerasoftwarestudio.com within the 14-day eligibility window.

If a submission is found to be incomplete, the customer will be notified once and given a single opportunity of five (5) business days to provide the missing items. Failure to provide all missing items within that window — or any subsequent incomplete resubmission — results in final and irrevocable denial of the refund request.

A12.4 Review, Approval & Processing

Upon receipt of a complete submission package:

• Zera Software Studio shall have up to ten (10) business days to review the submission and notify the customer of approval or denial.
• Approval or denial of the refund request is at the sole and absolute discretion of Zera Software Studio, based on its evaluation of the evidence submitted, the good-faith nature of the customer’s engagement with the Program, and compliance with the conditions set forth in this Section A12. The decision of Zera Software Studio is final and not subject to appeal, escalation, or external review except as required by applicable law.
• Approved refunds will be processed to the original payment method within ten (10) business days of approval. Refunds may be subject to deductions for any third-party processing fees, currency-conversion losses, or chargeback fees that have been or would be incurred.

A12.5 Disqualifying Conduct

Notwithstanding any other provision of this Section A12, the customer shall be ineligible for a refund — and any refund request shall be denied — if any of the following has occurred at any point between purchase and the date of refund determination:

• The customer has downloaded, screen-recorded, copied, exported, mirrored, archived, or otherwise saved Program video lessons, PDFs, source files, templates, code, or other course materials in their entirety or in substantial part outside of the Program’s normal viewing interface.
• The customer has shared, distributed, transferred, resold, or granted access to Program materials or login credentials to any third party.
• The customer has used Program materials, methodology, templates, or code in any commercial engagement, client project, paid service, or revenue-generating activity prior to requesting the refund.
• The customer has previously been granted a refund on any Zera Software Studio digital product, bonus, bundle, or service.
• The customer has, at the time of refund request or at any prior point, initiated a chargeback, payment dispute, or bank reversal in connection with this or any prior purchase from Zera Software Studio. Initiation of a chargeback in lieu of, or in addition to, the refund process described in this Section A12 automatically and irrevocably forfeits all eligibility under this guarantee.
• The customer has attempted to mislead, fabricate, or misrepresent any submission item — including but not limited to: submitting a website not built by the customer, submitting screenshots from sources other than the customer’s own Program account, or submitting written explanations that are plagiarized, AI-generated without disclosure, or otherwise not authored in good faith by the customer.
• The customer has engaged in abusive, harassing, threatening, or coercive conduct toward Zera Software Studio personnel in connection with the refund request or otherwise.

A12.6 Effect of Approved Refund

Upon issuance of an approved refund:

• All access to the Program, including video lessons, PDFs, templates, source files, communities, bonuses, and any associated materials, is immediately and permanently revoked.
• The customer’s account is closed, and the email address and payment method associated with the original purchase may be blocked from future purchases of any Zera Software Studio product, at the sole discretion of Zera Software Studio.
• The customer forfeits any bonus content, community access, affiliate participation, or other ancillary entitlement that was bundled with or contingent upon the original purchase.
• The customer’s license to use any Program material, in whole or in part, terminates immediately. Continued possession or use of any downloaded, copied, or recorded Program material following an approved refund constitutes infringement of Zera Software Studio’s intellectual property rights and a breach of these Terms.

A12.7 Single-Use Guarantee; No Stacking

This guarantee may be invoked once per customer. The following limitations apply:

• Re-purchase of the Program (whether at the same or different price point, with or without bonuses, by the same email address, the same payment method, or any related party) following an approved refund is not permitted, and any such re-purchase shall be subject to immediate cancellation without obligation to provide a second refund.
• This guarantee may not be combined with, supplemented by, or stacked upon any other refund policy, money-back claim, partial-refund claim, credit, store credit, or any other form of compensation.
• No partial refunds are offered. The refund, if approved, is for the full purchase price net of any deductions described in Section A12.4. Customers may not request, negotiate, or receive a partial refund of any kind.

A12.8 Conflict & Precedence

In the event of any conflict, ambiguity, or apparent inconsistency between this Section A12 and any statement, representation, headline, marketing copy, sales page, video, email, social media post, advertisement, or other communication produced by or on behalf of Zera Software Studio (collectively, "Marketing Communications"), the terms of this Section A12 shall control and prevail in all respects.

Marketing Communications are provided for informational and promotional purposes only and do not modify, supplement, expand, or override the conditions set forth in this Section A12. Phrases such as "no hassle," "no objections," "no questions asked," "easy refund," "risk free," or any similar shorthand used in Marketing Communications are summary descriptions of this guarantee and do not constitute a waiver, modification, or expansion of the conditions set forth in this Section A12.

A12.9 Modification & Withdrawal

Zera Software Studio reserves the right to modify, restrict, suspend, or withdraw this guarantee at any time, with respect to future purchases. Any such modification, restriction, suspension, or withdrawal shall not apply retroactively to purchases completed prior to the effective date of the change. The version of this Section A12 in effect on the date of the customer’s purchase shall govern that purchase.

A12.10 Statutory Rights

Nothing in this Section A12 is intended to limit, exclude, or modify any non-waivable statutory consumer right that applies to the customer under the law of the customer’s jurisdiction. Where a non-waivable statutory right grants the customer a refund or withdrawal entitlement broader than that set forth in this Section A12, that statutory right shall apply to the extent — and only to the extent — required by applicable law.