Terms of Service

Kerns Development LLC • OhDavid.com

Last updated: April 5, 2026

1. Overview

These Terms of Service ("Terms") govern your use of the website ohdavid.com and all services provided by Kerns Development LLC, a California limited liability company doing business as OhDavid ("Company," "we," "us," or "our"). By using our website, booking a call, submitting a form, or engaging our services, you ("Client" or "you") agree to these Terms.

These Terms serve as our Master Service Agreement. They apply to all engagements unless a separate signed agreement explicitly supersedes them.

2. Services

Company provides custom web development, systems building, admin portal development, and business consulting services. We offer two service paths:

Build With Me: Project-based engagements where we build custom websites, admin panels, CRM systems, and integrated business tools. Offered in three tiers: The Foundation ($1,500), The Growth Engine ($3,000), and The Full Stack ($6,000).

Unblock With Me: Consulting engagements for strategy, troubleshooting, and execution support. Available as Quick Wins ($275/hour), Unblock a Block ($1,500–$1,900/day), or Fractional Partner ($6,700/month).

Specific scope, deliverables, pricing, and timelines for each engagement are defined in an individual Quote or Scope of Work ("Quote") issued by Company.

3. Engagement & Acceptance

All project work is governed by a Quote that outlines scope, pricing, payment schedule, and deliverables. By paying the deposit on a Quote, Client accepts both the Quote and these Terms. No separate signature is required.

Quotes may also be accepted through our client portal, via email confirmation, or by verbal agreement. Quotes are valid for the period specified in the document, or 30 days if no period is stated.

If there is a conflict between these Terms and a Quote, the Quote controls for that specific engagement.

4. Process

For Build With Me engagements, our standard process is:

For Unblock With Me engagements, services are delivered in live or asynchronous sessions as specified in the Quote.

5. Payment

Deposit: Client pays 30% of the total project fee upon Quote acceptance. This deposit is non-refundable and reserves Company's availability.

Final Payment: The remaining 70% is due upon delivery of the completed work (the "Handoff" milestone). Payment is due within 14 days of invoice.

Payment Plans: If a payment plan is specified in the Quote, Client agrees to the schedule outlined. A late payment of more than 14 days on any installment may result in paused Services until the balance is current.

Ongoing Support: If the Quote includes a monthly support retainer, Client will be invoiced monthly in advance. Either party may cancel ongoing support with 30 days' written notice.

Late Payments: Invoices unpaid after 14 days will incur a late fee of 1.5% per month on the outstanding balance. If payment is more than 30 days overdue, Company reserves the right to pause all work until the balance is resolved.

Accepted Methods: Payments are accepted via Stripe (ACH or credit card). Payment links are included on all invoices. We also accept Venmo, Zelle, and wire transfer by arrangement.

6. Revisions & Scope Changes

Each Build With Me engagement includes two (2) rounds of revision as part of the standard process. A "revision round" is a single set of consolidated feedback delivered by Client, followed by Company's implementation of that feedback.

Additional revisions beyond the included two rounds are available at Company's standard hourly rate ($275/hour), billed in 30-minute increments. Company will notify Client before any additional charges are incurred.

Scope changes: If Client requests work that falls outside the scope defined in the Quote (new features, additional pages, integrations not originally discussed), Company will provide a supplemental Quote. Work on the scope change begins only after Client accepts the supplemental Quote.

7. Intellectual Property

Ownership: Upon receipt of final payment in full, all custom deliverables created specifically for Client under a Quote ("Client Deliverables") become the property of Client. This includes custom designs, website code, content created for Client, configured systems, and admin panels. Client is free to host, modify, and maintain their project independently.

Portfolio Rights: Company retains the right to display Client Deliverables in its portfolio, case studies, marketing materials, and website for the purpose of showcasing its work. Client may revoke this right with 30 days' written notice.

Pre-Existing IP: Company retains ownership of all tools, frameworks, processes, templates, code libraries, and methodologies that existed prior to the engagement or that are developed independently ("Company IP"). To the extent Company IP is incorporated into Client Deliverables, Client receives a non-exclusive, perpetual, royalty-free license to use such Company IP solely as part of the delivered work.

Third-Party Tools: Some deliverables may incorporate third-party services, platforms, or open-source software (such as Next.js, React, Tailwind CSS, Supabase, Vercel, etc.). Client's use of such tools is governed by the respective third-party licenses and terms. Company is not responsible for changes to third-party services after delivery.

No deliverables transfer to Client until final payment is received in full.

8. Confidentiality

Each party agrees to keep confidential any non-public business information, technical data, or proprietary materials disclosed by the other party during the engagement ("Confidential Information"). Neither party will disclose Confidential Information to third parties without prior written consent, except as required by law. This obligation survives termination of these Terms for a period of two (2) years.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is rightfully received from a third party without restriction.

9. Client Portal

If Client is provided access to Company's client portal, Client is responsible for maintaining the security of their access link and any password they set. Client agrees to notify Company immediately at david@ohdavid.com if they believe their portal access has been compromised.

Usage data collected through the client portal (pages viewed, actions taken) is used solely to improve service delivery and is governed by our Privacy Policy.

10. Communications & Text Messaging

10.1 General Communications

By engaging our services or submitting a form on our website, you consent to receive communications from us related to your inquiry, project, or engagement. This includes emails regarding project updates, invoices, quotes, scheduling, and follow-up messages related to business conversations you've initiated.

You may opt out of non-essential communications at any time by contacting david@ohdavid.com or clicking the unsubscribe link in any email.

10.2 Text Messaging Program

Program name: Kerns Development LLC Updates

If you opt in to receive text messages from Kerns Development LLC, you agree to the following:

Messages you may receive: Project updates, invoice notifications, quote delivery, meeting scheduling, and business follow-up messages.

Message frequency: Varies based on project activity. We do not send marketing blasts.

Costs: Message and data rates may apply depending on your carrier and plan.

Opt out: Reply STOP to any message at any time to unsubscribe from text messages.

Help: Reply HELP to any message, or contact david@ohdavid.com for support.

Carrier liability: Carriers are not liable for delayed or undelivered messages.

Consent to receive text messages is not a condition of purchase. You may engage our services without opting in to SMS.

11. Limitation of Liability

Company's total liability for any claim arising under these Terms is limited to the total fees paid by Client under the applicable Quote. Company is not liable for indirect, incidental, consequential, or punitive damages, including lost profits or business interruption, regardless of the theory of liability.

Company does not warrant that deliverables will be error-free or uninterrupted. Company will make reasonable efforts to correct material defects reported within 30 days of delivery at no additional charge.

12. Termination

By Client: Client may terminate an engagement at any time with written notice. The deposit is non-refundable. If termination occurs after work has begun, Client pays for all work completed through the date of termination, calculated at Company's standard hourly rate ($275/hour) or the pro-rata project fee, whichever is less.

By Company: Company may terminate an engagement with 14 days' written notice. Company will deliver all completed work to Client and refund any fees paid for undelivered Services.

For Cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within 14 days of written notice.

Survival: Sections 7 (Intellectual Property), 8 (Confidentiality), 11 (Limitation of Liability), and 13 (General Provisions) survive termination.

13. General Provisions

Independent Contractor: Company is an independent contractor, not an employee, partner, or agent of Client. Nothing in these Terms creates a joint venture, partnership, or employment relationship.

Governing Law: These Terms are governed by the laws of the State of California. Any disputes will be resolved in the state or federal courts located in Los Angeles County, California.

Entire Agreement: These Terms, together with all accepted Quotes and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior discussions, negotiations, and agreements relating to the subject matter.

Amendments: We may update these Terms from time to time. Material changes will be posted on this page with a revised "Last updated" date. Continued use of our services after changes constitutes acceptance. Existing engagements are governed by the Terms in effect at the time the Quote was accepted.

Notices: All notices under these Terms may be delivered via email to the addresses on file. Notice is effective upon confirmed delivery.

Severability: If any provision of these Terms is held to be unenforceable, the remaining provisions remain in full force and effect.

Assignment: Client may not assign these Terms without Company's prior written consent. Company may assign these Terms to a successor entity.

Force Majeure: Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, pandemics, internet outages, or government actions.