Client Agreement

This agreement applies to project-based client work where you hire Super Basic Studio, LLC ("SBS") to design or develop something for you. For general terms covering use of our website, software, and open source tools, see our Terms of Service.

Services

We will provide design and development services to you as described in the project scope and specifications agreed upon in writing. Any additional services beyond the initial scope will require a separate agreement and fees.

Client Obligations

You agree to provide us with all necessary information, materials, and resources required to complete the services. This includes providing content, images, feedback, and approval in a timely manner according to agreed milestones. Any delays caused by you may result in project delays and additional fees.

Contract Transparency

We endeavor to be as transparent as possible about who we are and the services we offer and at what price. That said, we are a small business and mistakes can happen! Whether it be clerical errors, misspellings, etc... if you sign our contract without requesting changes, you are agreeing to be bound by the best intentions of what the author of the contractor/we was intending to write or communicate in regards to any potential errors that may have occurred in the proposal or contract.

Please review this contract and associated proposal for accuracy of details, spelling, dates, addresses, etc.

By agreeing to and signing this contract, you agree to be bound by ALL of the terms of the contract. If you do not feel comfortable reviewing this contract yourself, please have someone else help you or consult with a professional (or legal counsel) if needed. We want you to feel comfortable with everything you are signing!

Intellectual Property

Upon full payment, you will own all final deliverables and intellectual property rights for the completed work, with the exception of our pre-existing intellectual property used to create the deliverables. We retain ownership of design tools and code libraries developed independently.

Confidentiality

Both parties agree to keep any confidential information disclosed during the project strictly confidential and to use it solely for purposes of this agreement.

Warranties and Limitations

We warrant that our services will be performed in a professional manner. However, we cannot guarantee perfect operation of websites, applications or other deliverables on all potential environments. Our liability is limited to the total fees paid for the services that directly caused the issues.

Termination

Either party may terminate this agreement with 30 days WRITTEN AND VERIFIED RECEIVED notice and if the other party fails to cure any material or contract breach within that period.

SBS Guarantee

You agree to pay a 25% non-refundable deposit upfront to initiate any project with our team. You may cancel the project at any time, but you are strictly prohibited from using ANY of the work OR concepts that has been created during our relationship. If you cancel, you will not be required to pay the remaining 75% of the project fees, but the 25% project initiation fee will not be refunded.

AI and LLM Usage in Projects

You acknowledge that we may use large language models (LLMs), image generation algorithms, machine learning technologies, and other similar tools in the creation of assets or assistance with code for this project. These technologies may be used for tasks including, but not limited to: graphic design, UI design, content generation, data analysis, code auditing/writing assistance, and project management. LLMs are used occasionally as assistive development tools to help speed up delivery times — they are not a replacement for the developer.

We will never submit your company data, credentials, API keys, passwords, private database contents, proprietary business logic, or any other confidential information into any LLM, cloud service, or third-party tool. LLM usage is limited to general-purpose coding assistance, design ideation, and content drafting. Your sensitive data stays on your infrastructure and ours — it never leaves.

We will not be held responsible for any issues, losses, lawsuits, or damages arising from the use of these LLM-generated assets after the completion of the project. We always endeavor to follow current best practices and local laws for use of these technologies; and we do not take any responsibility for changes to these laws or requirements around these cutting edge technologies which are changing rapidly. You acknowledge that the use of LLM technologies in the creation of assets does not infringe on the copyright ownership agreement.

All LLM-generated assets are considered original work created by us and are subject to the same terms and conditions as outlined in the 'Intellectual Property' section of this agreement. By agreeing to these terms, you agree to respect and uphold our rights in regard to these assets. You acknowledge that all final deliverable files are copyrighted works created by us and we own all copyright in any and all works we create or produce. Upon delivery of final files, we grant you an unlimited license to use the deliverables online and in print.

However, if the project is cancelled before completion, we retain ownership of everything, and no rights are granted to you to use any of the work.

Indemnification

You agree to indemnify and hold us harmless from any claims or damages arising from your use of our services or violation of this agreement.

Usage Rights

You acknowledge and agree upon signing this contract that you irrevocably grant us permanent rights to use ANY and ALL work produced (code, designs, concepts) in our personal or company online portfolios, samples of work, mentions of client testimonials, etc. We transfer any and all rights to you at time of payment, OTHER than this one STRICT REQUIREMENT.

Copyright Ownership

Websites

You acknowledge that upon final payment for the project, we transfer copyright ownership of all originally created deliverables, including Website Visual Design, Text Content, Custom Graphics, HTML, JavaScript, and CSS code. All aforementioned originally created deliverables are wholly owned by us prior to the final project invoice paid by you. This means that if the project is cancelled before completion, we retain ownership of everything, and no rights are granted to you to use them.

Brand Design or Graphics

You acknowledge that all final Brand Design files are copyrighted works created by us and we own all copyright in any and all works we create or produce. Upon delivery of Brand Design files, we grant you an unlimited license to use our Designs online and in print.

Governing Law

This agreement shall be governed by the laws of Washington state. Any disputes shall be resolved in the courts of Washington state. By engaging our services, you agree to be bound by this Client Agreement. We reserve the right to modify these terms at any time by posting the updated version on our website.