Terms of Service

Last updated: January 2025

Agreement to Terms

By accessing and using Stack Seekers' website at stackseekers.com and our services, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you and Stack Seekers ("we," "our," or "us").

If you do not agree to these Terms, please do not use our website or services. Your continued use of our services constitutes acceptance of these Terms and any modifications we may make.

Definitions

For the purposes of these Terms:

"Services" means all web development, consulting, and related services provided by Stack Seekers
"Client" means any individual or entity that engages our services
"Project" means any specific work engagement or service request
"Deliverables" means any work product, code, designs, or materials created as part of our services
"Confidential Information" means any non-public information disclosed between parties

Description of Services

Stack Seekers provides comprehensive web development and digital solutions services, including but not limited to:

Core Development Services

Custom Web Application Development: Full-stack web applications using modern frameworks
E-commerce Solutions: Online stores, payment integration, and shopping cart functionality
API Development and Integration: RESTful APIs, third-party integrations, and microservices
UI/UX Design and Implementation: User interface design, user experience optimization, and responsive design
Mobile-Responsive Development: Cross-platform compatibility and mobile optimization

Technical Services

Technical Consulting and Advisory: Architecture planning, technology selection, and best practices guidance
Code Review and Quality Assurance: Code auditing, testing, and performance optimization
Hosting and Deployment Services: Server setup, deployment, and maintenance
Database Design and Management: Database architecture, optimization, and migration services
Security Implementation: Security audits, vulnerability assessments, and security best practices

Support and Maintenance

Ongoing Maintenance: Regular updates, bug fixes, and performance monitoring
Technical Support: Troubleshooting, issue resolution, and technical assistance
Training and Documentation: User training, technical documentation, and knowledge transfer
Performance Optimization: Speed improvements, SEO optimization, and scalability enhancements

Specialized Services

Figma to Web Conversion: Converting design mockups into functional web applications
Legacy System Modernization: Updating and modernizing existing web applications
Progressive Web App (PWA) Development: Creating app-like web experiences
Headless CMS Implementation: Content management system setup and customization

Client Responsibilities

As a client engaging our services, you agree to fulfill the following responsibilities:

Project Requirements and Communication

Clear Specifications: Provide detailed, clear project requirements and specifications
Timely Responses: Respond to requests for information, feedback, and approvals within agreed timeframes
Access Provision: Provide necessary access to systems, accounts, servers, and resources required for project execution
Decision Making: Make timely decisions and provide approvals according to project timelines
Feedback Quality: Provide constructive, specific feedback to facilitate project progress

Content and Materials

Ownership Verification: Ensure all provided content, images, text, and materials are legally owned or properly licensed
Accuracy: Provide accurate and truthful information about your business, requirements, and expectations
Legal Compliance: Ensure all provided materials comply with applicable laws, regulations, and industry standards
Third-Party Rights: Respect intellectual property rights and obtain necessary permissions for third-party content

Payment and Financial Obligations

Payment Terms: Adhere to payment terms specified in individual project agreements
Timely Payments: Make payments according to agreed schedules and milestones
Late Payment Consequences: Understand that late payments may result in project delays or suspension of services
Non-Refundable Fees: Acknowledge that all fees are non-refundable unless otherwise specified in writing
Additional Costs: Be responsible for any additional costs arising from scope changes or client-requested modifications

Cooperation and Support

Resource Availability: Ensure key stakeholders are available for meetings, reviews, and decision-making
Environment Setup: Provide necessary development environments, staging servers, or testing platforms
Domain and Hosting: Provide domain access, hosting credentials, or arrange for hosting services as needed
Third-Party Services: Coordinate with third-party service providers when required for project completion

Our Responsibilities

Stack Seekers commits to providing professional, high-quality services in accordance with these Terms:

Service Delivery and Quality

Professional Standards: Provide web development services according to agreed specifications and industry best practices
Timeline Adherence: Deliver projects within agreed timelines, subject to client cooperation and timely feedback
Quality Assurance: Ensure deliverables are functional, tested, and meet specified requirements
Documentation: Provide comprehensive documentation, user guides, and technical specifications as agreed
Communication: Maintain regular communication throughout the project lifecycle

Confidentiality and Security

Information Protection: Maintain strict confidentiality of client information and project details
Data Security: Implement appropriate security measures to protect client data and systems
Access Control: Limit access to client information to authorized personnel only
Non-Disclosure: Not disclose confidential information to third parties without written consent

Ongoing Support and Maintenance

Support Services: Provide ongoing support as specified in service agreements
Bug Fixes: Address bugs and issues within agreed timeframes
Updates and Maintenance: Perform regular updates and maintenance as contracted
Knowledge Transfer: Provide training and knowledge transfer sessions as agreed

Professional Standards

Industry Best Practices: Follow current industry standards and coding best practices
Continuous Learning: Stay updated with latest technologies and development practices
Ethical Conduct: Maintain professional ethics and integrity in all business dealings
Client Satisfaction: Strive for client satisfaction while maintaining realistic expectations

Intellectual Property Rights

Intellectual property ownership is clearly defined to protect both parties' interests:

Client Ownership Rights

Final Deliverables: Upon full payment, clients own the final deliverables created specifically for their project
Custom Code: Client-specific code, configurations, and customizations become client property
Content Ownership: Clients retain ownership of all content, images, text, and materials they provide
Brand Assets: Client logos, trademarks, and brand elements remain client property
Domain and Hosting: Clients maintain ownership of their domain names and hosting accounts

Our Retained Rights

Proprietary Methodologies: We retain rights to our development processes, frameworks, and methodologies
General Knowledge: We retain rights to general knowledge, skills, and expertise gained through projects
Pre-existing IP: We retain rights to any pre-existing intellectual property, tools, or libraries used in projects
Portfolio Rights: We may use anonymized project experiences, screenshots, and case studies for portfolio and marketing purposes (with client consent)
Open Source Components: Rights to open source components remain subject to their respective licenses

Third-Party Components

Open Source Software: Use of open source components is subject to their respective licenses
Third-Party Libraries: Third-party libraries and frameworks retain their original licensing terms
Commercial Licenses: Any commercial software licenses remain subject to their original terms
Attribution Requirements: We will comply with all attribution and licensing requirements for third-party components

Work-for-Hire Clarification

Unless otherwise specified in writing, all custom work created specifically for a client project is considered work-for-hire and transfers to the client upon full payment.

Confidentiality

Both parties agree to maintain strict confidentiality regarding sensitive information shared during the course of the project:

Confidential Information Includes

Business Information: Business strategies, plans, financial data, and proprietary processes
Technical Specifications: System architectures, code structures, and technical implementations
Personal Data: Personal information of clients, employees, and stakeholders
Project Details: Project requirements, timelines, budgets, and internal communications
Third-Party Information: Information about clients' customers, partners, or vendors
Marked Information: Any information explicitly marked as confidential or proprietary

Confidentiality Obligations

Non-Disclosure: Neither party shall disclose confidential information to third parties without written consent
Limited Use: Confidential information shall only be used for the purposes of the project
Secure Handling: Both parties shall implement appropriate security measures to protect confidential information
Return of Materials: Upon project completion or termination, all confidential materials shall be returned or destroyed
Ongoing Obligations: Confidentiality obligations survive termination of the project

Exceptions

Confidentiality obligations do not apply to information that:

Is publicly available or becomes public through no breach of these Terms
Was known to the receiving party prior to disclosure
Is independently developed without use of confidential information
Must be disclosed pursuant to legal requirements or court orders

Duration

Confidentiality obligations shall remain in effect for a period of five (5) years after project completion or termination.

Limitation of Liability

To the maximum extent permitted by applicable law, our liability is limited as follows:

Liability Limitations

Total Liability Cap: Our total liability for any claims arising from our services shall not exceed the total amount paid by the client for the specific service giving rise to the claim
No Consequential Damages: We shall not be liable for any indirect, incidental, special, consequential, or punitive damages
No Lost Profits: We shall not be liable for lost profits, lost revenue, lost data, or business interruption
Third-Party Actions: We are not responsible for third-party actions, external factors, or circumstances beyond our reasonable control

Exclusions

We shall not be liable for damages arising from:

Client Actions: Client's misuse of deliverables or failure to follow instructions
Third-Party Services: Issues with third-party services, platforms, or integrations
Force Majeure: Events beyond our control including natural disasters, government actions, or internet outages
Scope Changes: Delays or issues caused by client-requested changes to project scope
Client Delays: Delays caused by client's failure to provide timely feedback or approvals

Warranty Disclaimers

No Warranties: We provide services "as is" without warranties of any kind, express or implied
No Guarantees: We do not guarantee specific results, performance levels, or business outcomes
Third-Party Components: We do not warrant third-party software, services, or components
Compatibility: We do not guarantee compatibility with all browsers, devices, or systems

Client Responsibilities

Clients acknowledge that:

Risk Assessment: They have assessed the risks associated with their project
Backup Requirements: They are responsible for maintaining backups of their data
Testing: They are responsible for testing deliverables in their intended environment
Compliance: They are responsible for ensuring compliance with applicable laws and regulations

Indemnification

Clients agree to indemnify, defend, and hold harmless Stack Seekers and its officers, directors, employees, and agents from any claims, damages, losses, costs, or expenses (including reasonable attorney's fees) arising from:

Terms Violations: Client's violation of these Terms of Service
Legal Violations: Client's use of our services in violation of applicable laws or regulations
Content Issues: Client's provision of inaccurate, unauthorized, or infringing content or materials
Intellectual Property: Claims that client-provided content infringes third-party intellectual property rights
Data Violations: Client's violation of data protection laws or privacy regulations

Business Operations

Client Business: Claims arising from client's business operations or use of deliverables
Third-Party Services: Issues with third-party services that client requested or required
Client Decisions: Claims arising from client's business decisions or strategic choices
Compliance Failures: Client's failure to comply with applicable industry standards or regulations

Indemnification Process

Notice Requirement: Client must provide prompt written notice of any claim
Defense Rights: Stack Seekers reserves the right to participate in the defense of any claim
Settlement Authority: Client may not settle any claim without our prior written consent
Cooperation: Client must cooperate fully in the defense of any claim

Limitations

This indemnification obligation shall not apply to claims arising solely from:

Our gross negligence or willful misconduct
Our violation of these Terms of Service
Our breach of confidentiality obligations

Termination

Either party may terminate services under the following conditions:

Termination by Client

Notice Period: Clients may terminate services with thirty (30) days written notice
Payment Obligations: Payment for all completed work is due immediately upon termination
Confidentiality: Termination does not affect ongoing confidentiality obligations
Deliverables: Client retains rights to completed deliverables upon full payment
Transition Support: We will provide reasonable transition support during the notice period

Termination by Stack Seekers

We may terminate services immediately in the following circumstances:

Non-Payment: Client fails to make payments within agreed timeframes
Terms Violation: Client breaches these Terms of Service
Illegal Activity: Client uses our services for illegal or unauthorized purposes
Threats or Harassment: Client engages in threatening or harassing behavior
Impossibility: Circumstances make it impossible to continue providing services

Termination Process

Written Notice: All terminations must be in writing
Payment Settlement: All outstanding payments must be settled within 30 days
Return of Materials: Both parties shall return or destroy confidential materials
Data Transfer: Client data shall be transferred or made available for download
Final Invoice: A final invoice shall be issued for all completed work

Post-Termination Obligations

Confidentiality: Confidentiality obligations continue after termination
Support: Ongoing support obligations end unless otherwise agreed
Intellectual Property: IP rights remain as specified in these Terms
Dispute Resolution: Termination does not affect dispute resolution procedures

Force Majeure

Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including but not limited to:

Force Majeure Events

Natural Disasters: Earthquakes, floods, hurricanes, fires, and other natural catastrophes
Government Actions: War, terrorism, government regulations, or changes in law
Infrastructure Failures: Internet outages, power failures, or telecommunications disruptions
Pandemic Events: Public health emergencies, quarantines, or travel restrictions
Labor Disputes: Strikes, lockouts, or other labor-related disruptions
Third-Party Failures: Failures of third-party service providers beyond our control

Obligations During Force Majeure

Notification: The affected party must notify the other party promptly of any force majeure event
Mitigation: Both parties must make reasonable efforts to mitigate the effects of force majeure events
Documentation: The affected party must provide documentation of the force majeure event
Resumption: Normal obligations resume when the force majeure event ends

Limitations

Force majeure events do not excuse:

Payment Obligations: Client payment obligations remain in effect
Confidentiality: Confidentiality obligations continue
Intellectual Property: IP rights and obligations remain unchanged
Termination Rights: Either party may still terminate for other valid reasons

Duration

If a force majeure event continues for more than ninety (90) days, either party may terminate the affected services with written notice.

Dispute Resolution

We are committed to resolving disputes fairly and efficiently through the following process:

Step 1: Direct Negotiation

Good Faith Efforts: Both parties will attempt to resolve disputes through good faith negotiation
Timeline: Disputes should be raised within thirty (30) days of occurrence
Designated Representatives: Each party will designate a representative for negotiations
Documentation: All communications regarding disputes will be documented in writing
Confidentiality: Negotiations will be conducted confidentially

Step 2: Mediation

If direct negotiation fails:

Mediator Selection: Parties will mutually agree on a qualified mediator
Mediation Process: Mediation will be conducted within sixty (60) days of failed negotiation
Cost Sharing: Mediation costs will be shared equally between parties
Non-Binding: Mediation results are non-binding unless both parties agree otherwise

Step 3: Arbitration

If mediation fails, disputes may be resolved through binding arbitration:

Arbitration Rules: Arbitration will be conducted under the rules of the American Arbitration Association
Single Arbitrator: A single arbitrator will be selected by mutual agreement
Location: Arbitration will be conducted in a mutually agreed location
Costs: Each party bears their own legal costs unless the arbitrator determines otherwise
Final Decision: The arbitrator's decision is final and binding

Exceptions

The following disputes are not subject to arbitration:

Intellectual Property: Disputes involving intellectual property rights
Injunctive Relief: Claims requiring immediate injunctive relief
Small Claims: Claims within the jurisdiction of small claims court

Governing Law

All disputes will be governed by the laws of the State of California, United States, without regard to conflict of law principles.

Modifications to Terms

We reserve the right to modify these Terms of Service at any time to reflect changes in our services, legal requirements, or business practices:

Notification of Changes

Website Posting: Updated Terms will be posted on our website with a new "Last updated" date
Email Notification: We will notify active clients of material changes via email
Prominent Notice: Significant changes will be prominently displayed on our website
Direct Communication: For material changes, we may contact clients directly

Types of Changes

Minor Updates: Clarifications, formatting improvements, or non-substantive changes
Material Changes: Changes that affect client rights, obligations, or service terms
Legal Updates: Changes required by new laws, regulations, or court decisions
Service Updates: Changes reflecting new services or discontinued offerings

Acceptance of Changes

Continued Use: Your continued use of our services after changes are posted constitutes acceptance
Objection Rights: If you disagree with changes, you may terminate services within 30 days
Grandfathering: Existing projects may continue under previous Terms unless otherwise specified
Written Agreement: Specific project agreements may override general Terms modifications

Effective Date

Changes become effective immediately upon posting unless otherwise specified. We encourage you to review these Terms periodically to stay informed of any updates.

Governing Law and Jurisdiction

These Terms of Service are governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict of law principles.

Jurisdiction

Exclusive Jurisdiction: Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in California
Consent to Jurisdiction: Both parties consent to the personal jurisdiction of such courts
Service of Process: Service of process may be made by certified mail or other means permitted by law
Waiver of Venue: Both parties waive any objection to venue in such courts

International Clients

For international clients:

Choice of Law: California law applies regardless of client location
Enforcement: These Terms are enforceable in accordance with applicable international law
Compliance: Both parties must comply with applicable international trade and data protection laws
Dispute Resolution: International disputes are subject to the dispute resolution procedures outlined above

Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction:

Remaining Provisions: The remaining provisions will remain in full force and effect
Reformation: The court may reform the unenforceable provision to make it enforceable
Intent Preservation: The intent of the parties will be preserved to the maximum extent possible

Entire Agreement and Miscellaneous Provisions

Entire Agreement

These Terms of Service, together with any specific project agreements, statements of work, or service level agreements, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, understandings, negotiations, and discussions.

Amendments

Written Modifications: Any modifications to these Terms must be in writing and signed by both parties
Project-Specific Terms: Individual project agreements may contain additional terms that supplement these Terms
Conflicting Terms: In case of conflict between these Terms and project-specific agreements, the project agreement shall prevail

Assignment and Transfer

No Assignment: Clients may not assign or transfer their rights or obligations under these Terms without our written consent
Our Rights: We may assign or transfer our rights and obligations to any successor entity or in connection with a merger or acquisition
Binding Effect: These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and assigns

Waiver

No Waiver: The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision
Cumulative Rights: All rights and remedies are cumulative and not exclusive
Written Waiver: Any waiver must be in writing and signed by the waiving party

Headings

The headings and section titles in these Terms are for convenience only and shall not affect the interpretation of any provision.

Counterparts

These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.