Terms & Conditions

1. Agreement to These Terms

These Terms apply to all visitors, users, and clients of the Site and Services. They incorporate by reference our Privacy Policy and any project-specific proposal, scope document, statement of work, or written agreement we provide (each, a "Project Document"). In the event of a conflict, a signed Project Document controls over these Terms with respect to the specific project it governs, and these Terms control over the Site in all other respects. We may update these Terms as described in Section 23; your continued use after changes constitutes acceptance.

2. Eligibility

You must be at least 18 years old and able to form a legally binding contract to use the Services. By engaging us, you represent that you meet these requirements and that all information you provide is accurate and complete. If you engage us on behalf of an entity, you represent that you are authorized to bind that entity, and "you" and "Client" refer to that entity.

3. Definitions

• "Services" means the design, software development, launch, and related digital work we agree to perform, including brand, apps, websites, store presence, launch videos, and similar deliverables.
• "Deliverables" means the work product we create specifically for you and deliver under a project, as scoped in Section 6.
• "Cash Fee" means the fixed, up-front fee of US $7,000 payable to begin a build, as described in Section 7.
• "Deferred Amount" means the remaining US $13,000 of the total build value, which is not billed up front and is recouped solely as a share of Product Revenue, as described in Section 7.
• "Product Revenue" means the gross revenue actually received by the Client from the operation, sale, subscription, or monetization of the Deliverables, as further defined in the applicable Project Document.
• "Client Materials" means all content, data, accounts, credentials, access, specifications, and other materials you provide to us for use in a project.
• "Kickoff" has the meaning given in Section 5.

4. Our Services & Scope

We provide a done-for-you launch partnership: we design, build, and help launch your digital product. The specific scope, features, timeline, and deliverables for each engagement are defined in the applicable Project Document and/or agreed during the intro and Kickoff calls. Anything not expressly included in the agreed scope is out of scope. New features, integrations, or substantial changes requested after scope is agreed are treated as a new or amended engagement and may be subject to additional fees and timelines.

We may engage employees, contractors, or subprocessors to perform the Services and remain responsible for the Services performed on our behalf, subject to these Terms.

5. Project Kickoff & Client Cooperation

"Kickoff" means the later of (a) completion of the scheduled kickoff call at which scope is agreed, and (b) our receipt of the Cash Fee (Section 7), all Client Materials, access, approvals, and information reasonably required to begin work, and confirmation of the advertising requirement in Section 8.

You agree to cooperate in good faith and to provide accurate, complete, and timely Client Materials, feedback, and approvals. You are responsible for obtaining all rights, licenses, and consents necessary for us to use the Client Materials. Any period during which we are awaiting your response, materials, approvals, payment, or a third-party dependency outside our reasonable control will toll (pause) applicable timelines, and such delays are not our responsibility.

6. Deliverables & What's Included

The engagement is defined by a fixed list of deliverables, not by any promised business result. Unless the applicable Project Document states otherwise, a standard build includes:

• Brand identity — logo, palette, voice, and positioning;
• The application — designed and built end to end;
• The marketing website — built and deployed live;
• App Store presence — listing, assets, and setup, subject to third-party platform review and approval, which we do not control;
• Thirty (30) short launch videos, of which we select a subset (typically three) to feature in advertising based on their measured performance;
• Hosting, domain, and third-party tools for the launch, as described in Section 9;
• Launch operations and campaign setup.

The total real-world value of a standard build is stated as US $20,000. This figure describes the scope and value of the work; it is not a representation of any revenue, savings, audience, or outcome you will realize. The precise deliverables for your engagement are those listed in your Project Document, which controls.

7. Fees, Deferred Amount & Payment

Cash Fee. The Cash Fee of US $7,000 is due before work begins and is paid through our third-party payment processor (Stripe) via a checkout link we provide. Work does not commence, and the 90-day period in Section 9 does not begin, until the Cash Fee is received. You authorize us and our payment processor to charge the payment method you provide.

Deferred Amount. The remaining US $13,000 of the total build value is deferred: it is not billed up front and is recouped solely as an agreed share of Product Revenue, over time, until the full Deferred Amount has been paid. The specific revenue-share percentage, the definition and measurement of Product Revenue, reporting and remittance cadence, and any related terms are set out in your Project Document. If the Deliverables generate no Product Revenue, no portion of the Deferred Amount becomes due on that basis. The Deferred Amount is a contractual payment obligation payable out of Product Revenue as it is earned; it is not an equity interest, security, loan, or ownership stake in you or your business, and it creates no partnership, joint venture, or fiduciary relationship (see Section 24).

Taxes. All fees are stated and payable in U.S. dollars and are exclusive of taxes. You are responsible for all applicable sales, use, VAT, and similar taxes (other than taxes on our net income). You agree not to initiate any chargeback, payment dispute, or reversal except in cases of demonstrable unauthorized use; doing so in breach of these Terms is itself a breach and you agree to reimburse our reasonable costs of responding. Late or failed payments may result in suspension of work, withholding of Deliverables, and interest at the lesser of 1.5% per month or the maximum rate permitted by law.

8. Advertising Spend & Launch Requirement

Advertising for your product runs on your own advertising account, funded by your own payment card. You retain sole ownership and control of that account and the associated spend. As a condition of launch:

• you agree to a minimum advertising budget of US $1,000 per month;
• with a one-month minimum commitment; and
• the first month's budget must be funded before launch.

This funding requirement is a pre-condition to launch, not a fee paid to or held by us. All advertising spend is your own cost, paid directly to the applicable third-party advertising platforms, whose terms govern its use. We do not receive, hold, or control your advertising spend. We do not guarantee any level of reach, impressions, clicks, installs, audience, or result from any advertising (see Section 10). Selection of which launch videos to feature in advertising is made in our reasonable discretion based on measured performance.

9. Third-Party Costs & Optional Hosting Service

Included for 90 days. Reasonable hosting, domain, and third-party tool costs required to run the Deliverables are covered by us for the first ninety (90) days following launch. After that period, responsibility for those accounts and costs transfers to you, and you are responsible for maintaining them and for all associated fees. We will reasonably assist with the transfer of accounts and access to you.

Optional hosting & administration. As a separate, optional service, we may continue to host, monitor, and administer your product after the initial 90 days. This optional service is priced at US $300–500 per month depending on usage, determined after a usage audit, and is set out in a separate written agreement or Project Document. It is entirely optional and not required to receive, own, or operate your Deliverables. You may instead take hosting and administration in-house or engage any third party. Optional-service fees, if elected, are billed monthly and may be paused or canceled by either party effective at the end of the then-current billing period; amounts already paid for the current period are non-refundable.

The Deliverables may otherwise rely on third-party platforms and services (for example, hosting, domain registrars, app stores, payment processors, advertising platforms, analytics, email, and scheduling tools such as Cal.com). Your use of those services is governed by their own terms and privacy policies, and beyond the amounts expressly covered above, you are responsible for accepting them and for all associated fees. We do not control and are not responsible for third-party services, their availability, changes, review or approval decisions, or any loss arising from them.

10. No Outcome Guarantees

Halfstake commits to deliverables, not outcomes. We do not promise, guarantee, or represent that the Deliverables or any advertising will achieve any particular level of revenue, profit, sales, downloads, installs, users, audience, reach, impressions, views, engagement, virality, search ranking, app-store approval, or other business result. Any examples, figures, values, or projections stated on the Site or elsewhere (including the "$20,000" build value and any advertising figures) are illustrative of scope and structure only and are not a prediction or assurance of results. Your results depend on many factors outside our control, including your product, market, pricing, execution, and third-party platforms. You are solely responsible for the commercial performance of your product.

11. Revisions & Acceptance

During the active build of an engagement, we provide revisions to the agreed scope until the Deliverables conform to that scope, subject to reasonable use and the limitations in these Terms. Revisions that expand or change the agreed scope are out of scope (see Section 4). Unless a Project Document states otherwise, Deliverables are deemed accepted upon the earlier of (a) your written approval, (b) your use of the Deliverables in production, or (c) seven (7) calendar days after delivery without your written notice of a specific, scope-based deficiency.

12. Intellectual Property & Ownership

Your content. You retain all rights in the Client Materials. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and modify the Client Materials solely to perform the Services and as permitted in Section 13.

Transfer of Deliverables. Conditioned on and effective only upon our receipt of full payment of the Cash Fee for a project, we assign to you all right, title, and interest in the final Deliverables created by us specifically for that project. Prior to full payment of the Cash Fee, all such rights remain exclusively with Halfstake. For the avoidance of doubt, your ownership of the Deliverables upon full payment of the Cash Fee is not contingent on completion of payments of the Deferred Amount; the Deferred Amount remains a payment obligation payable out of Product Revenue under Section 7 and does not give us any ownership of, or security interest in, the Deliverables unless expressly agreed in writing.

Exclusions. The assignment in this Section does not include, and we retain all right, title, and interest in: (a) third-party and open-source software, components, fonts, APIs, libraries, and services, which are licensed to you under their respective terms; and (b) our pre-existing and independently developed materials, tools, frameworks, templates, code libraries, processes, methodologies, and know-how ("Halfstake Tools"). To the extent any Halfstake Tools are embedded in the Deliverables, we grant you a perpetual, non-exclusive, worldwide, royalty-free license to use them solely as part of the Deliverables. We are free to use the general skills, knowledge, and experience gained in any engagement.

Site content. The Site and its content (excluding Client Materials) are owned by or licensed to Halfstake and protected by intellectual-property laws. You may not copy, reproduce, scrape, or create derivative works from the Site without our prior written consent.

13. Portfolio & Promotional Rights

Unless you opt out by written notice to team@delvir.co, you grant Halfstake a non-exclusive, worldwide, royalty-free license to identify you as a client and to display the Deliverables, your project name, your trademarks and logos, and screenshots or descriptions of the work in our portfolio, on the Site, and in our marketing and case studies. This license survives completion of the engagement. We will honor a written opt-out on a going-forward basis.

14. Client Responsibilities & Acceptable Use

You are solely responsible for the lawfulness, accuracy, and appropriateness of your project, your Client Materials, and your use and operation of the Deliverables, including compliance with all laws and regulations applicable to your business and product (such as privacy, data-protection, consumer-protection, accessibility, intellectual-property, advertising, and industry-specific rules). You are responsible for the accurate reporting of Product Revenue as provided in your Project Document. You agree not to use the Site or Services to: (a) violate any law or third-party right; (b) build, host, or distribute unlawful, infringing, fraudulent, malicious, or harmful content or code; (c) interfere with or compromise the security or integrity of the Site, our systems, or any third party; or (d) misrepresent your identity, eligibility, or revenue. We may refuse, suspend, or terminate any engagement that, in our reasonable judgment, involves prohibited, unlawful, or high-risk activity.

15. Confidentiality

Each party may receive non-public information of the other that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms and will protect it with at least reasonable care. Confidential Information does not include information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party. Either party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted.

16. Disclaimers; No Warranties

The site, the services, and all deliverables are provided "as is" and "as available," with all faults and without warranties of any kind. To the maximum extent permitted by law, Halfstake disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement, and any warranties arising from course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that the Site, Services, or Deliverables will be uninterrupted, secure, error-free, or free of bugs or vulnerabilities; that defects will be corrected; that any particular result, revenue, ranking, performance, audience, approval, or business outcome will be achieved; or that the Deliverables will meet any legal, regulatory, or compliance requirement applicable to your business. You are solely responsible for evaluating, testing, securing, maintaining, backing up, and using the Deliverables and for your reliance on them. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

17. Limitation of Liability

To the maximum extent permitted by law, in no event will Halfstake or Delvir Limited Liability Co. or their members, managers, officers, employees, contractors, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, business opportunity, or business interruption, arising out of or relating to the site, the services, or these terms, whether based in contract, tort (including negligence), strict liability, or any other theory, and whether or not we have been advised of the possibility of such damages.

To the maximum extent permitted by law, the total aggregate liability of Halfstake for all claims arising out of or relating to the site, the services, or these terms will not exceed the total Cash Fee actually paid by you to Halfstake for the specific project giving rise to the claim (or, for claims unrelated to a paid project, one hundred U.S. dollars ($100)).

These limitations are an essential basis of the bargain and apply even if any limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations of liability, so some of the above may not apply to you; in such cases our liability is limited to the greatest extent permitted by law.

18. Indemnification

You agree to defend, indemnify, and hold harmless Halfstake and Delvir Limited Liability Co. and their members, managers, officers, employees, contractors, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Client Materials and any content, data, or instructions you provide; (b) your use, operation, deployment, distribution, advertising, or monetization of the Deliverables; (c) your product's or business's compliance (or non-compliance) with any law or regulation; (d) your breach of these Terms or violation of any law or third-party right; (e) any representation regarding eligibility or revenue; and (f) any third-party services or advertising accounts you select or use. We will provide you with reasonable notice of any claim subject to indemnification and may participate in the defense with counsel of our choice at our own expense.

19. Term & Termination

These Terms apply while you use the Site or until your engagement concludes, and survive thereafter as to provisions that by their nature should survive, including the obligation to pay the Deferred Amount out of Product Revenue. Either party may terminate an active engagement for the other party's material breach that remains uncured 10 days after written notice. We may suspend or terminate the Site, an engagement, or your access immediately for non-payment, prohibited conduct, or as required by law. Upon termination: (a) the Cash Fee and all amounts for work performed through the termination date remain due and are non-refundable except as required by non-waivable law; (b) any obligation to pay the Deferred Amount out of Product Revenue continues in accordance with the Project Document unless expressly released in writing; (c) any rights in Deliverables remain with Halfstake until full payment of the Cash Fee; and (d) Sections that by their nature survive (including Sections 7, 12–18, 20–25) continue in effect.

20. Dispute Resolution; Binding Arbitration; Class-Action Waiver

Please read this Section carefully — it affects how disputes are resolved and limits the ways you can seek relief.

20.1 Informal resolution

Before commencing any formal proceeding, you agree to first contact us at team@delvir.co and provide a written description of the dispute and the relief sought. The parties will attempt in good faith to resolve the dispute informally for at least sixty (60) days from that notice.

20.2 Binding arbitration

If the dispute is not resolved informally, it will be resolved by final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect, rather than in court, except as stated in Section 20.4. The arbitration will be seated in the State of Wyoming, or conducted remotely by agreement. The arbitrator's award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees except as otherwise provided by applicable law or the arbitrator's award.

20.3 Class-action and jury-trial waiver

Disputes will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person's claims. You and Halfstake each waive any right to a jury trial.

20.4 Exceptions

Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misuse of intellectual property or Confidential Information. Nothing in this Section prevents either party from notifying a governmental authority of a dispute.

20.5 Opt-out

You may opt out of this arbitration and class-waiver provision by emailing team@delvir.co within thirty (30) days of first accepting these Terms, stating your name and intent to opt out. Opting out does not affect any other provision of these Terms.

21. Governing Law & Venue

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Wyoming, without regard to its conflict-of-laws principles, and, where applicable, the Federal Arbitration Act. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wyoming, and waive any objection to that venue.

22. Force Majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, hosting or third-party service outages, cyberattacks, pandemics, or epidemics. Affected timelines are tolled for the duration of the event.

23. Changes to These Terms

We may modify these Terms from time to time. When we do, we will update the "Last updated" date above and post the revised Terms on the Site. Material changes will be effective upon posting (or as otherwise stated). Your continued use of the Site or Services after the effective date constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Site and Services.

24. Notices & Relationship of the Parties

Notices to us must be sent to team@delvir.co. We may provide notices to you by email to the address associated with your engagement, by posting on the Site, or by other reasonable means. Notices are deemed given when sent (for email) or posted (for the Site). The parties are independent contractors. Nothing in these Terms — including the Deferred Amount payable out of Product Revenue — creates a partnership, joint venture, agency, employment, fiduciary, or securities relationship, or any equity or ownership interest in either party, and the Deferred Amount does not constitute an investment in, or security of, the Client or its business.

25. General Provisions

Entire agreement. These Terms, together with the Privacy Policy and any applicable Project Document, are the entire agreement between you and Halfstake regarding the Site and Services and supersede all prior or contemporaneous understandings. Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions remain in full force. No waiver. Our failure to enforce any provision is not a waiver. Assignment. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. No third-party beneficiaries. These Terms create no third-party beneficiary rights except as expressly stated. Headings. Headings are for convenience only and do not affect interpretation.

26. Contact Us

Questions about these Terms may be directed to:

Halfstake — operated by Delvir Limited Liability Co.
Email: team@delvir.co
Web: halfstake.com