Terms of Service
Effective Date: 6/26/2025
1. Agreement to Terms
Binding Legal Agreement:
By accessing, browsing, or utilizing any services provided by PS Dev Studio, a California limited liability company("Company," "we," "us," or "our"), you ("Client," "you," or "your") hereby acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service ("Agreement" or "Terms") in their entirety. Your continued use of our services constitutes ongoing acceptance of these Terms. If you do not agree to be bound by these Terms, you are expressly prohibited from accessing or using our services and must discontinue use immediately.
2. Services
Service Scope & Agreement Structure:
PS Dev Studio provides web development, design, digital marketing, SEO, and related technology services("Services"). The specific scope of work, deliverables, timeline, and compensation shall be detailed in a separate Statement of Work or Service Agreement executed between the parties.
3. Payment Terms
Critical Payment Requirements & Consequences:
3.1 Payment Schedule: All payment terms, schedules, and amounts shall be as specified in the applicable Statement of Work or Service Agreement. Unless expressly agreed otherwise in a signed writing, all invoices are due and payable within fifteen (15) days of receipt. TIME IS OF THE ESSENCE regarding all payment obligations.
3.2 Late Payments and Fees: Any amounts not paid when due shall immediately accrue interest at the rate of1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is greater. Additionally, any payment over sixty (60) days late shall incur a late fee of 5% of the outstanding balance. Client shall also be responsible for all costs of collection, including reasonable attorney's fees.
3.3 Suspension and Termination Rights: Company reserves the absolute right, in its sole discretion, to immediately suspend or terminate services for any account with payments overdue by ten (10) days or more. Such suspension shall not relieve Client of payment obligations or constitute a waiver of Company's other remedies.
3.4 Ongoing Services and Site Takedown: For ongoing maintenance, hosting, or subscription services, if Client fails to make payment for sixty (60) days or more, Company reserves the absolute right to take down, suspend, or disable the website, application, or services until all outstanding amounts are paid in full.Company shall provide seven (7) days written notice before exercising this right.
3.5 No Offset: Client may not withhold, offset, or reduce any payments due to Company for any reason, including but not limited to alleged defects in services, disputes, or counterclaims.
4. Project Cancellation and Refund Policy
Cancellation Terms & Procedures:
4.1 Client-Initiated Cancellation: Client may terminate services at any time by providingwritten notice via email to hello@psdev.studio. Upon termination:
CRITICAL PAYMENT OBLIGATIONS UPON CANCELLATION:
- •Less than 50% completion: Client pays for work completed to date plus any non-refundable expenses incurred
- •50% or more completion: Client pays 100% of the total project fee, regardless of the completion status
4.2 Company-Initiated Termination: We may terminate services immediately for material breach of these Terms, non-payment, or other good cause. In such cases, Client remains liable for all work completed and expenses incurred prior to termination.
4.3 Work Product Delivery: Upon termination, Client shall receive all completed work productfor which payment has been made in full. Incomplete work will be delivered "as-is" without warranty.
5. Intellectual Property
Critical Ownership & Payment Requirements:
5.1 Client Content: Client retains ownership of all content, trademarks, and materials provided to Company for use in the project.
5.2 Work Product Ownership: CLIENT DOES NOT OWN ANY WORK PRODUCT, INCLUDING BUT NOT LIMITED TO WEBSITES, CODE, DESIGNS, OR DELIVERABLES, UNTIL ALL PAYMENTS HAVE BEEN MADE IN FULL.Upon complete payment of all amounts due, Client shall own the final deliverables specifically created for Client. Company retains rights to general methodologies, know-how, and pre-existing intellectual property.
5.3 Retention of Rights: Until full payment is received, Company retains all rights, title, and interest in and to the work product, including the right to withhold delivery, modify, or remove the work product from any hosting environment.
5.4 Third-Party Components: Some deliverables may incorporate third-party components subject to separate licensing terms, which shall be disclosed to Client.
6. Ongoing Services and Maintenance
Critical Ongoing Service Terms:
6.1 Payment Requirements: For ongoing maintenance, hosting, support, or subscription services, Client must maintain current payment status. Services are provided on a month-to-month or annual basis as specified in the applicable Service Agreement.
6.2 Service Suspension Rights: If Client fails to make payment for ongoing services for a period of sixty (60) days or more, Company reserves the absolute and unconditional right to:
- •Immediately suspend or take down the website or application
- •Disable hosting, maintenance, or support services
- •Suspend access to admin panels, databases, or management systems
- •Terminate all ongoing service agreements
6.3 Notice Period: Company will provide seven (7) days written notice via email before exercising suspension rights. However, Company may suspend services immediately if the account is ninety (90) days or more overdue.
6.4 Restoration of Services: Services will only be restored upon payment of all outstanding amounts, including late fees, interest, and any restoration fees. Company reserves the right to charge a service restoration fee of up to $500.
7. Client Responsibilities
Critical Client Obligations & Negligence Policy:
Client agrees to:
- •Provide timely access to necessary materials, information, and personnel
- •Respond to requests for feedback and approvals within agreed timeframes
- •Ensure all provided content is accurate, lawful, and does not infringe third-party rights
- •Maintain confidentiality of any login credentials or sensitive information shared
CLIENT NEGLIGENCE POLICY:
If Company requests any materials, information, feedback, approvals, access, or other items from Client, and Client fails to provide such items within ten (10) business days of the request, this shall constitute negligence on Client's part. In such cases:
- •Company shall not be liable for project delays caused by Client negligence
- •Client shall not be entitled to refunds for work not completed during the delay period
- •Project timelines may be extended at Company's sole discretion
- •Additional charges may apply for project restart or expedited completion
8. Warranties and Disclaimers
Warranty Limitations & Disclaimers:
8.1 Limited Warranty: Company's sole warranty is that services will be performed in a commercially reasonable manner consistent with generally accepted industry practices. This warranty is limited to thirty (30) daysfollowing final delivery and is conditioned upon Client's full and timely payment of all amounts due.
8.2 DISCLAIMER OF WARRANTIES: EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. COMPANY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CLIENT'S SPECIFIC REQUIREMENTS.
8.3 Third-Party Disclaimer: Company makes no warranties regarding third-party services, software, or platforms integrated into or used in connection with the Services.
9. Limitation of Liability
Critical Liability Limitations:
9.1 MONETARY CAP: IN NO EVENT SHALL COMPANY'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) FIVE HUNDRED DOLLARS ($500).
9.2 EXCLUSION OF DAMAGES: UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 BASIS OF THE BARGAIN: Client acknowledges that the fees charged by Company reflect this allocation of risk and that Company would not enter into this Agreement without these limitations on its liability.
10. Indemnification
Client Indemnification Obligations:
Client agrees to defend, indemnify, and hold harmless Company, its officers, directors, employees, agents, and contractors from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or resulting from:
- •Client's use of the Services
- •Client's breach of this Agreement
- •Client's violation of any law or regulation
- •Any content or materials provided by Client
- •Any third-party claims related to Client's business operations
11. Governing Law and Jurisdiction
Legal Framework & Jurisdiction:
11.1 Governing Law: This Agreement shall be governed by and construed in accordance with thelaws of the State of California, without regard to its conflict of law principles.
11.2 Exclusive Jurisdiction: Client hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts located in Riverside County, California for any legal action or proceeding arising out of or relating to this Agreement. Client waives any objection to venue in such courts.
11.3 Waiver of Jury Trial: BOTH PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
12. Miscellaneous Provisions
Additional Legal Terms:
12.1 Entire Agreement: These Terms, together with any applicable Statement of Work or Service Agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements relating to the subject matter hereof.
12.2 Amendment: These Terms may only be modified by written agreement signed by both partiesor by Company posting revised Terms on its website with notice to Client.
12.3 Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.4 Force Majeure: Neither party shall be liable for delays or failures in performance resulting from acts beyond reasonable control, including acts of God, natural disasters, war, terrorism, strikes, or government regulations.
12.5 Assignment: Client may not assign these Terms without Company's prior written consent. Company may assign these Terms without restriction.
12.6 Survival: Sections relating to payment, intellectual property, warranties, liability limitations, indemnification, and governing law shall survive termination of these Terms.
13. Contact Information
Terms Questions & Legal Support:
For questions regarding these Terms of Service or legal matters, please contact us:
PS Dev Studio
Palm Springs, CA 92262
Phone: (951) 567-3697
Email: hello@psdev.studio
Last updated: 6/26/2025