Terms of Service

1. Agreement Overview

This Terms of Service and Master Services Agreement ("Agreement") is entered into between Zera Software Studio ("Company," "we," "us") and the Client ("you," "your"), governing all software development, consulting, design, integration, automation, and related services provided by the Company.

By engaging our services, you agree to the terms herein. This Agreement supersedes all prior proposals, communications, or representations unless expressly incorporated.

2. Services Provided

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. Term & Termination

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. Payments & Fees

4.1 Non-Refundable Payments: All payments are final and non-refundable.

4.2 Chargebacks: The Client agrees not to initiate chargebacks. Disputes shall be handled exclusively through the dispute resolution procedures in Section 14.

4.3 Payment Schedules: Payment terms (fixed, milestone, retainer, or subscription) shall be defined in the SOW. Late payments may incur interest at 1.5% per month or the maximum allowed by law.

4.4 Suspension of Work: The Company may suspend work and withhold deliverables until overdue invoices are settled.

5. Intellectual Property Rights

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. Project Timelines & Delivery

6.1 Estimated Schedules: Timelines are approximate estimates, not guarantees. Delays may occur due to technical complexity, third-party dependencies, or client-side delays (e.g., approvals, assets).

6.2 Client Delays: Failure to provide timely feedback, assets, or approvals may result in timeline extensions.

6.3 Force Majeure: The Company shall not be liable for delays caused by circumstances beyond reasonable control, including server outages, platform updates, pandemics, or supply chain disruptions.

7. Quality Assurance & Warranties

7.1 Testing: The Company shall conduct commercially reasonable testing prior to delivery.

7.2 Bugs & Errors: The Company does not guarantee bug-free software. Critical issues reported within 30 days of delivery will be addressed at no additional cost.

7.3 No Performance Guarantees: The Company makes no guarantee regarding sales, revenue, or user adoption of deliverables.

8. Client Responsibilities

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. Change Requests

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. Support & Maintenance

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. Confidentiality

11.1 Both parties shall protect confidential information shared during the project.

11.2 This obligation shall survive termination of the Agreement.

12. Indemnification

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. Limitation of Liability

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).

14. Dispute Resolution

14.1 Good Faith Resolution: Parties shall first attempt to resolve disputes informally.

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

14.3 Governing Law: This Agreement shall be governed by the laws of Ontario, Canada.

15. Marketing & Portfolio Use

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

16. Force Majeure

The Company shall not be held liable for failure to perform due to unforeseen events outside its control, including but not limited to natural disasters, cyberattacks, government restrictions, or pandemics.

17. Entire Agreement

This Agreement, together with any SOWs or addenda, constitutes the entire understanding between the parties and supersedes all prior agreements.