Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms," "Agreement") are entered into between Seroft, Inc., a corporation incorporated under the laws of the United States ("Seroft," "Company," "we," "us," or "our"), and you, the individual or entity accessing or using the Seroft website located at seroft.com (the "Site") or engaging Seroft for any professional services (collectively, the "Services").

By accessing or using this Site, clicking any acceptance button, submitting a contact form, entering into a project engagement, or otherwise interacting with Seroft's Services, you expressly acknowledge that you have read, understood, and agree to be legally bound by these Terms, along with our Privacy Policy, which is incorporated herein by reference. These Terms apply to all visitors, users, prospective clients, and active clients of the Site and Services.

If you are entering into this Agreement on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms, in which case the terms "you" and "your" shall refer to that entity. If you do not have such authority, you must not accept these Terms or use the Services.

Your continued access to or use of the Site or Services following any modification to these Terms constitutes your binding acceptance of the updated Terms.

2. Description of Services

Seroft is a US-based, AI-native software development agency providing professional technology services to businesses and individuals. Seroft's services include, but are not limited to:

• Custom Software Development: Design and development of bespoke enterprise software, SaaS platforms, and web applications tailored to client-specific requirements.
• AI Agents & Chatbots: Development of artificial intelligence-powered agents, automated workflows, and conversational systems integrated with client systems and data.
• Mobile Application Development: Native iOS and Android application development, as well as cross-platform mobile solutions.
• UI/UX Design: User interface and user experience design, including research, wireframing, prototyping, and production-ready design systems.
• System Integrations: Integration of third-party platforms, APIs, data pipelines, and AI tools into existing client infrastructure.
• Analytics & Automation: Development of custom analytics dashboards, reporting systems, and automated business workflows.

Seroft operates as an independent contractor and not as an employee, partner, joint venture party, or agent of any client. The scope of services for each engagement is defined in a separate written agreement, statement of work, or proposal ("Project Agreement") between Seroft and the client. In the event of any conflict between these Terms and a Project Agreement, the Project Agreement shall prevail solely with respect to the subject matter of that engagement, and these Terms shall otherwise remain in full force.

Seroft reserves the right to modify, suspend, or discontinue any aspect of the Site or its general service offerings at any time without notice or liability, provided that such changes do not affect the terms of any active Project Agreement.

3. Eligibility

By using this Site or engaging Seroft's Services, you represent and warrant that:

• You are at least eighteen (18) years of age. If you are under 18, you may not use this Site or engage our Services under any circumstances.
• You have the legal capacity to enter into a binding contract under the laws of your jurisdiction and under the laws of the State of California, United States of America.
• You are not a person barred from receiving services under the laws of the United States or any other applicable jurisdiction, including applicable export control and sanctions laws administered by the U.S. Office of Foreign Assets Control (OFAC).
• You are not located in, or a national or resident of, any country subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country.
• You are not listed on any U.S. government list of prohibited or restricted parties.
• Your use of the Site and Services complies with all applicable laws and regulations in your jurisdiction.

Seroft makes no representation that the Site or Services are appropriate, legal, or available for use in jurisdictions outside the United States. Access to the Site from jurisdictions where such access is illegal is strictly prohibited.

4. User Accounts & Responsibilities

While the public-facing Site does not require account registration, clients engaged in active project work may be granted access to project management tools, collaboration platforms, or client portals (collectively, "Account Access") at Seroft's discretion.

If you are granted Account Access, you agree to:

• Provide accurate, current, and complete information and maintain the accuracy of that information at all times.
• Maintain the security and confidentiality of any credentials, access tokens, or login details provided to you.
• Immediately notify Seroft in writing at ask@seroft.com upon becoming aware of any unauthorised access to or use of your credentials or Account Access.
• Not share, transfer, sublicense, or permit any third party to use your Account Access.
• Accept full responsibility for all activities that occur under your credentials or Account Access.

Prohibited Conduct. In connection with your use of the Site or Services, you agree not to:

• Use the Site or Services for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation.
• Misrepresent your identity, affiliation, or authority when communicating with Seroft.
• Attempt to gain unauthorised access to any portion of the Site, Seroft's systems, or any third-party systems.
• Introduce any malware, viruses, trojans, worms, or other malicious or harmful code into any Seroft system or project environment.
• Use any automated means, including scrapers, bots, or crawlers, to access the Site without Seroft's express written permission.
• Interfere with or disrupt the integrity, performance, or availability of the Site or any associated infrastructure.
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Site or Services without Seroft's express written authorisation.
• Use the Site or Services to engage in any form of harassment, abuse, or discrimination.
• Violate any intellectual property rights of Seroft or any third party.
• Engage in any conduct that, in Seroft's sole and reasonable judgment, restricts or inhibits any other party's use or enjoyment of the Site or Services.

Seroft reserves the right to suspend or permanently terminate any Account Access, or to refuse service to any individual or entity, at any time and for any reason, including for violation of these Terms, with or without prior notice.

5. Intellectual Property

5.1 Seroft's Ownership. The Site and all of its contents, including but not limited to text, graphics, logos, icons, images, audio and video clips, software code, design elements, trade dress, and the overall "look and feel" of the Site, are the exclusive property of Seroft, Inc. or its content suppliers and are protected by applicable United States and international copyright, trademark, trade secret, and other intellectual property laws. All rights not expressly granted herein are reserved.

5.2 Trademarks. "Seroft," the Seroft logo, and all related product and service names, design marks, and slogans are trademarks or registered trademarks of Seroft, Inc. You may not use any Seroft trademark without prior express written consent from Seroft. Unauthorised use may constitute trademark infringement and unfair competition under applicable law.

5.3 Deliverables & Work Product. Unless expressly agreed otherwise in a signed Project Agreement, all code, software, designs, systems, documentation, and other work product created by Seroft in the course of a client engagement ("Deliverables") remain the intellectual property of Seroft, Inc. until full payment has been received. Upon receipt of full payment for the applicable engagement, Seroft grants the client a perpetual, worldwide, non-exclusive, fully paid licence to use the Deliverables solely for the purposes set out in the Project Agreement, unless the Project Agreement expressly provides for an assignment of intellectual property rights.

5.4 Retained Rights. Notwithstanding any intellectual property assignment in a Project Agreement, Seroft retains all rights to its pre-existing tools, frameworks, libraries, methodologies, know-how, and any general-purpose code, components, or systems developed independently of any specific client engagement ("Background IP"). Nothing in these Terms or any Project Agreement shall be construed to grant the client any rights in Seroft's Background IP beyond those necessary to use the specific Deliverables.

5.5 Restrictions. Unless expressly authorised in writing by Seroft, you may not:

• Reproduce, copy, republish, upload, post, transmit, or distribute any content from the Site in any form.
• Modify, adapt, translate, reverse engineer, disassemble, decompile, or create derivative works based on any Seroft proprietary materials.
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices on any Seroft materials.
• Sublicense, sell, rent, lease, transfer, assign, or otherwise dispose of any rights in Seroft's materials.

5.6 Client Content. You represent and warrant that any materials, data, content, or information you provide to Seroft in connection with a project engagement ("Client Content") are owned by you or that you have all necessary rights, licences, permissions, and consents to provide such materials to Seroft and to authorise Seroft to use them for the purposes of the engagement. You grant Seroft a limited, non-exclusive licence to use Client Content solely to perform the agreed services. You are solely responsible for any Client Content you provide, and you agree to indemnify Seroft against any claims arising from such content.

5.7 Portfolio Use. Unless a client expressly requests in writing at the time of project commencement that their project remain confidential, Seroft reserves the right to reference the client's name, the nature of the engagement, and any publicly available information about the project deliverables in Seroft's portfolio, case studies, website, and marketing materials.

6. Client Work & Project Engagements

6.1 Project Agreements. All client engagements are governed by a written Project Agreement, statement of work, or proposal accepted by both parties. No services will be commenced without a valid, executed Project Agreement and, where applicable, receipt of any required upfront payment.

6.2 Scope of Work. The Project Agreement defines the scope of each engagement. Any request by the client for services, features, or deliverables not included in the agreed scope constitutes a change request, which must be agreed upon in a written change order and may be subject to additional fees and revised timelines.

6.3 Client Responsibilities. The client acknowledges that timely delivery of services depends on the client's active cooperation. The client agrees to:

• Provide all necessary materials, access, information, feedback, and approvals in a timely manner and in accordance with any agreed schedule.
• Designate an authorised point of contact with authority to make binding decisions on behalf of the client.
• Review and provide written feedback or approval on deliverables within the timelines set out in the Project Agreement.
• Ensure that all materials provided to Seroft are accurate, legally compliant, and do not infringe upon any third-party rights.

Seroft shall not be liable for any delays, deficiencies, or failures to deliver caused by the client's failure to fulfil its responsibilities under this section.

6.4 Revisions. Any revisions, corrections, or modifications included in a Project Agreement will be specified therein. Requests for revisions beyond those included in the Project Agreement will be treated as change requests subject to additional fees.

6.5 Timelines. Any timelines or delivery dates set out in a Project Agreement are estimates made in good faith based on the information available at the time of agreement. Seroft will make reasonable efforts to meet agreed timelines but does not guarantee delivery by any specific date. Timelines may be affected by client delays, scope changes, or circumstances outside Seroft's reasonable control.

6.6 Acceptance. Unless a Project Agreement specifies a formal acceptance procedure, deliverables shall be deemed accepted upon the earlier of: (a) written approval by the client; (b) the client's use of the deliverable in a production or commercial environment; or (c) the expiration of ten (10) business days following delivery without written notice of defect from the client.

6.7 Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to acts of God, natural disasters, war, civil unrest, government actions, strikes, pandemics, or major failures of third-party infrastructure or internet services.

7. Payment Terms

7.1 Fees. All fees for Seroft's services are as specified in the applicable Project Agreement or proposal. Seroft reserves the right to modify its standard rates at any time, provided that such changes will not affect any Project Agreement already executed by both parties.

7.2 Invoicing & Payment. Unless otherwise specified in a Project Agreement, Seroft typically requires a deposit of fifty percent (50%) of the total project fee prior to commencement of work, with the balance due upon project completion or as otherwise scheduled in the Project Agreement. All invoices are due and payable within fourteen (14) calendar days of the invoice date unless an alternative payment schedule is set out in the Project Agreement.

7.3 Late Payment. Any amounts not paid by the applicable due date shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted under California law, whichever is lower, from the due date until the date of actual payment. Seroft reserves the right to suspend all work on any active engagement immediately upon the client's failure to make any payment when due, without prejudice to any other remedy available to Seroft.

7.4 Taxes. All fees are exclusive of any applicable taxes, levies, or duties imposed by any taxing authority. The client is solely responsible for the payment of all such taxes, excluding taxes based on Seroft's net income. If Seroft is required by law to collect and remit any such taxes, they will be added to the applicable invoice.

7.5 Disputed Invoices. If the client disputes any portion of an invoice in good faith, the client must notify Seroft in writing within seven (7) calendar days of the invoice date, specifying the nature and basis of the dispute. The client must pay all undisputed portions of any invoice by the applicable due date. Failure to provide timely written notice of a dispute constitutes the client's waiver of any right to dispute that invoice.

7.6 Refund Policy. All payments made are generally non-refundable. No refunds will be issued for any work already performed or for any deposits paid where work has commenced. Where a project is cancelled by the client after commencement, Seroft shall be entitled to retain all payments received and to invoice for any additional work performed up to the date of cancellation. Seroft will use reasonable efforts to negotiate a fair resolution in the event of a good-faith dispute.

7.7 Collection Costs. In the event that Seroft must take legal action or engage a collection agency to recover any amounts owed by a client, the client agrees to reimburse Seroft for all reasonable costs incurred in connection with such collection efforts, including reasonable attorneys' fees.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE CALIFORNIA AND FEDERAL LAW, SEROFT, INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SUCCESSORS (COLLECTIVELY, "SEROFT PARTIES") SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS;
• LOSS OR CORRUPTION OF DATA OR SYSTEMS;
• BUSINESS INTERRUPTION OR LOSS OF BUSINESS OPPORTUNITY;
• COST OF SUBSTITUTE GOODS OR SERVICES;

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF A SEROFT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE SEROFT PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY YOU TO SEROFT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Seroft's liability shall be limited to the maximum extent permitted by applicable law.

9. Disclaimer of Warranties

THE SITE AND ALL SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SEROFT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• ANY WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
• ANY WARRANTY THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
• ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR QUALITY OF ANY CONTENT ON THE SITE;
• ANY WARRANTY THAT ANY DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED;
• ANY WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, INCLUDING ANY SPECIFIC BUSINESS OUTCOMES, REVENUE, OR RETURN ON INVESTMENT.

Seroft does not warrant or guarantee that software or systems developed for clients will be completely free of errors, bugs, security vulnerabilities, or defects. Seroft makes no warranty with respect to the performance of any third-party tools, platforms, or services integrated as part of a client project, as such tools and services are subject to the terms, warranties, and limitations of their respective providers.

No oral or written information or advice given by Seroft or any Seroft representative shall create a warranty not expressly stated in these Terms or in a written Project Agreement.

10. Indemnification

You agree to defend, indemnify, and hold harmless Seroft, Inc. and the Seroft Parties from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your access to or use of the Site or Services;
• Your breach of these Terms or any Project Agreement;
• Any Client Content you provide to Seroft, including any claim that such Client Content infringes or misappropriates any third-party intellectual property, privacy, or other rights;
• Your violation of any applicable law, regulation, or third-party right;
• Any misrepresentation made by you to Seroft or to any third party;
• Any claim brought by a third party arising from your use of any deliverable or product developed by Seroft for you;
• Your wilful misconduct or gross negligence.

Seroft reserves the right, at its own expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully with Seroft's defence of such claim. You may not settle any claim without Seroft's prior written consent.

11. Third-Party Services & Links

The Site may contain links to third-party websites, resources, or services that are not owned or controlled by Seroft. Additionally, as part of project engagements, Seroft may recommend or integrate third-party platforms, tools, APIs, and services (collectively, "Third-Party Services").

Seroft has no control over and assumes no responsibility for the content, privacy policies, terms of service, availability, accuracy, or practices of any Third-Party Services. Any inclusion of or reference to a Third-Party Service does not imply endorsement or approval by Seroft.

You acknowledge and agree that Seroft shall not be liable, directly or indirectly, for any damage, loss, or claim caused by or in connection with your use of or reliance on any Third-Party Services. Your use of any Third-Party Services is entirely at your own risk and is subject to the terms and policies of the applicable third party.

You are solely responsible for reviewing and complying with the terms of service and privacy policies of any Third-Party Services you use in connection with projects developed by Seroft.

12. Termination

12.1 Termination by Seroft. Seroft reserves the right, at its sole discretion, to terminate or suspend your access to the Site, any Account Access, or any ongoing Services at any time, with or without cause, and with or without prior notice, including for any violation of these Terms. Seroft shall not be liable to you or any third party for any termination of access or suspension of Services.

12.2 Termination by Client. A client may terminate a project engagement in accordance with the termination provisions set out in the applicable Project Agreement. In the absence of a specific termination clause in a Project Agreement, a client may terminate by providing thirty (30) days' written notice to Seroft, subject to payment of all fees for work performed through the termination date, including any non-cancellable costs incurred by Seroft on the client's behalf.

12.3 Effect of Termination. Upon any termination:

• All rights granted to you under these Terms and any applicable Project Agreement shall immediately cease.
• You must immediately cease all use of the Site and any deliverables to which your licence has been revoked.
• All payment obligations accrued prior to the effective date of termination shall survive.
• Seroft shall have no obligation to deliver any incomplete deliverables, but shall make reasonable efforts to provide the client with any completed work product that has been paid for in full.
• Any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to Sections 5, 7, 8, 9, 10, 13, and 14.

13. Governing Law & Dispute Resolution

13.1 Governing Law. These Terms, and any dispute arising out of or relating to these Terms, the Site, or the Services, shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

13.2 Notice Requirement. Before initiating any formal legal proceeding, the aggrieved party must provide the other party with written notice of the dispute, describing the nature of the claim and the relief sought, and allow a period of thirty (30) calendar days from the date of such notice for the parties to attempt to resolve the dispute through good-faith negotiation.

13.3 Informal Resolution. Both parties agree to attempt to resolve any dispute through good-faith negotiation before pursuing formal legal or arbitral proceedings. Senior representatives of each party shall meet (in person, by telephone, or via video conference) at least once within the thirty-day notice period to attempt resolution.

13.4 Mediation. If the parties are unable to resolve a dispute through negotiation within the thirty-day period, either party may request non-binding mediation administered by a mutually agreed mediator or, if no agreement can be reached, by a mediator appointed through the Judicial Arbitration and Mediation Services (JAMS) in accordance with JAMS' standard mediation procedures. The cost of mediation shall be shared equally between the parties.

13.5 Litigation. If a dispute is not resolved through negotiation or mediation, either party may pursue the claim in a court of competent jurisdiction. You hereby irrevocably consent to the exclusive personal jurisdiction of the state and federal courts located in the State of California for the resolution of any claim or dispute arising under or in connection with these Terms. You waive any objection to the laying of venue of any such proceeding in California and waive any claim that such courts are an inconvenient forum.

13.6 Small Claims. Notwithstanding the foregoing, either party may bring a claim in small claims court in the State of California, provided the claim qualifies under the applicable small claims court rules and the party does not seek relief on behalf of a class.

14. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE CALIFORNIA AND FEDERAL LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, MASS, COLLECTIVE, COORDINATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

You expressly waive any right to file or participate in any class action or multi-plaintiff lawsuit against Seroft. If this waiver is found to be invalid or unenforceable for any reason, the remainder of these Terms shall remain in full force and effect, and the class or representative claim shall be severed and litigated in court without affecting the enforceability of any other provision of these Terms.

Notwithstanding anything in these Terms, you and Seroft agree that any challenge to the enforceability of this class action waiver may only be determined by a court and not by any arbitrator.

15. Changes to These Terms

Seroft reserves the right to modify, update, or replace any portion of these Terms at any time at its sole discretion. When Seroft makes material changes to these Terms, it will update the "Last Updated" date at the top of this page and, where reasonably practicable, will provide notice via the Site or by email to any active clients on record.

Your continued access to or use of the Site or Services after the effective date of any revised Terms constitutes your binding acceptance of the updated Terms. If you do not agree to the revised Terms, you must immediately cease using the Site and Services and, if applicable, notify Seroft of your termination of any active engagement in accordance with Section 12.

Seroft encourages you to review these Terms periodically. We recommend retaining a copy of these Terms for your records at the time you engage our Services.

16. Contact Information

For any questions, concerns, or notices regarding these Terms of Service, please contact Seroft using the following details:

All legal notices under these Terms must be made in writing and delivered to the email address above. Notices shall be deemed received upon confirmation of receipt by Seroft.

For privacy-related enquiries, please see our Privacy Policy or contact us at the address above with the subject line "Privacy Request."