Terms of Service

1. Who we are

DevCart Studio ("DevCart", "we") is a Shopify development studio incorporated in Delaware, United States, with mailing address 124 Broadkill Rd #599, Milton, DE 19968.

2. Services we offer

DevCart provides:

• Custom Shopify development — themes, apps, headless storefronts, and CRO retainers
• Public Shopify apps distributed through the Shopify App Store (including ShipCast)
• Audits and consulting for Shopify merchants

Service-specific terms in a signed Statement of Work ("SOW") take precedence over these Terms where they conflict.

3. Engagement process

Development engagements proceed in this order:

1. Discovery sprint — we scope and price the work
2. Statement of Work — you sign off on scope, deliverables, and price
3. Build — we deliver weekly demos
4. Launch and care — we ship the work and provide 30 days of bug-fix support

We begin development work only after the SOW is signed by both parties.

4. Fees and payment

• Engagement fees are quoted in the SOW. Unless otherwise stated, fees are in US dollars.
• Standard payment schedule is 50% on SOW signing and 50% at launch, unless your SOW specifies otherwise.
• Invoices are due within 14 days of issue.
• Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• App subscription fees are billed by Shopify on our behalf, in accordance with Shopify's billing terms.

5. Intellectual property

• Your work product. Once you have paid in full for an engagement, you own the custom code, designs, and assets we deliver to you for that engagement.
• Pre-existing tools. DevCart retains ownership of the internal tools, libraries, and patterns we develop and use across client projects. We grant you a perpetual, non-exclusive license to use them as part of your delivered work product.
• Our apps. Our Shopify apps — including ShipCast — remain the intellectual property of DevCart. Your use is governed by each app's specific terms.

6. Confidentiality

Both parties agree to keep confidential information confidential. We do not disclose your business information, code, or strategy to third parties; you agree to do the same with our pricing, methods, and unreleased work. This obligation survives the end of the engagement.

7. Acceptable use

When using our website or apps, you agree not to:

• Reverse engineer, decompile, or attempt to derive source code from our products
• Use the service to violate any law
• Probe, scan, or test the vulnerability of our infrastructure without permission
• Misrepresent yourself or your authority to bind your company
• Resell, sublicense, or otherwise commercially exploit our apps without written permission

8. Warranties and disclaimers

• We will perform our services with reasonable care, skill, and diligence.
• All development deliverables include a 30-day bug-fix warranty after launch, covering defects in our work product.
• Except for the warranty above, services and apps are provided "as is" without further warranty of any kind. We do not guarantee specific revenue, conversion, or performance outcomes.

9. Limitation of liability

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, consequential, special, or punitive damages.
• DevCart's total liability for any claim arising under or relating to these Terms or any SOW is capped at the fees you paid us for the engagement giving rise to the claim during the six months before the event.

This limitation does not apply to liability for gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations.

10. Indemnification

You will indemnify DevCart against third-party claims arising from your business, your content, or your use of our deliverables in your business operations. We will indemnify you against third-party claims that our delivered code or designs infringe a third party's intellectual property, provided you notify us promptly and let us control the defense.

11. Termination

• Either party may terminate an engagement for material breach if the other party does not cure the breach within 14 days of written notice.
• If you terminate without cause mid-engagement, you remain responsible for fees for work performed plus a wind-down fee equal to 25% of the remaining scope.
• Termination does not affect rights or obligations that by their nature survive — confidentiality, intellectual property, indemnification, and limitation of liability.

12. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. Any dispute will be resolved exclusively in the state or federal courts located in Delaware.

13. Changes to these Terms

We may update these Terms from time to time. We will post the updated version at devcart.io/terms and update the "last updated" date. For active engagements, the version of these Terms attached to your SOW remains controlling for that engagement unless we both agree in writing to update it.

14. Contact

Questions about these Terms?