Terms of Service — Quarksoft

1. Agreement

These Terms of Service ("Terms") govern your use of the services provided by Quarksoft, LLC ("Quarksoft," "we," "us," or "our"), including our website at quarksoft.com, our client portal at portal.quarksoft.com, and any consulting, development, or software services we deliver to you (collectively, the "Services"). By engaging our Services or accessing the portal, you agree to these Terms.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

2. Services

Quarksoft provides custom software consulting and development services. Depending on your engagement, Services may include:

Activation Sprint — A fixed-scope prototype engagement, typically delivered within two weeks, at a fixed price agreed before work begins.
Build Plans — Ongoing monthly development capacity on a subscription basis.
Evolve Plan — Ongoing monthly maintenance and evolution of existing software on a subscription basis.
Portal Access — Access to portal.quarksoft.com for project visibility, work item tracking, and client collaboration.

The specific scope, deliverables, and pricing for each engagement are agreed upon separately (via proposal, statement of work, or checkout) and are incorporated into these Terms by reference.

3. Payment

Fees for Services are as stated in your engagement agreement or on our pricing page. Payments are processed securely through Stripe. By providing payment information, you authorize Quarksoft to charge the applicable fees.

Fixed-price engagements (e.g., Activation Sprint): 100% of the fixed price is due before work begins.
Monthly subscriptions: Billed on a recurring monthly basis. Subscriptions renew automatically until cancelled.
Late payments: Invoices not paid within 30 days may result in suspension of Services.

Refunds: Fixed-price engagements are non-refundable once work has commenced. Monthly subscription fees are non-refundable for the current billing period. We will work in good faith to resolve any service delivery concerns before a refund request is appropriate.

4. Intellectual Property

Upon receipt of full payment for a fixed-price engagement, Quarksoft assigns to you all rights, title, and interest in the custom deliverables created specifically for you under that engagement, excluding any pre-existing tools, libraries, frameworks, or third-party components incorporated into the deliverables ("Background IP"). Background IP remains the property of its respective owners.

For ongoing subscription engagements, code and other deliverables created during the subscription term are assigned to you as they are delivered, subject to payment of applicable fees.

Quarksoft retains the right to use general knowledge, skills, techniques, and methodologies developed during engagements, provided no confidential client information is disclosed.

5. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Neither party will use the other's Confidential Information except as necessary to perform under these Terms, and will protect it with at least the same care used to protect its own confidential information.

This obligation does not apply to information that: (a) is or becomes publicly known through no breach of these Terms; (b) was known to the receiving party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order.

6. Client Responsibilities

You agree to: (a) provide timely access to systems, personnel, and information reasonably necessary for Quarksoft to deliver the Services; (b) review and provide feedback on deliverables within agreed timelines; (c) not use the Services or portal for any unlawful purpose; and (d) maintain the confidentiality of your portal login credentials.

Delays caused by your failure to provide required access or feedback may extend delivery timelines without constituting a breach by Quarksoft.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Quarksoft's total liability to you for any claim arising out of or relating to these Terms or the Services will not exceed the fees paid by you to Quarksoft in the three (3) months preceding the claim.

In no event will Quarksoft be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business, even if advised of the possibility of such damages.

The Services are provided "as is." Quarksoft makes no warranty that the Services will be error-free or uninterrupted.

8. Termination

Either party may terminate a monthly subscription with 30 days' written notice. Fixed-price engagements may be terminated by either party for material breach if the breach is not cured within 15 days of written notice.

Upon termination, Quarksoft will deliver any completed work product for which payment has been received. You remain responsible for fees incurred through the effective date of termination.

9. Governing Law

Quarksoft, LLC is headquartered in New York, NY. These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions. Any disputes arising under these Terms will be resolved in the state or federal courts located in New York, and both parties consent to personal jurisdiction in those courts.

10. Changes to These Terms

We may update these Terms from time to time. We will notify active clients of material changes by email. Continued use of the Services after the effective date of any update constitutes acceptance of the revised Terms.

11. Contact

Questions about these Terms? Reach us at hello@quarksoft.com.