Client Terms

These Client Terms ("Terms") govern the relationship between First Layer Digital LLC ("First Layer Digital," "we," "us," or "our") and our clients ("Client," "you," or "your") regarding the provision of web design, development, and related digital services. By engaging our services, you agree to be bound by these Terms.

1. Services and Deliverables

First Layer Digital LLC agrees to provide the services and deliverables as specified in the project proposal, statement of work, or service agreement ("Project Agreement"). All services will be performed in a professional and workmanlike manner, consistent with industry standards.

Deliverables will be provided in accordance with the timeline and specifications outlined in the Project Agreement. Any changes to scope, timeline, or deliverables must be agreed upon in writing by both parties.

2. Intellectual Property Rights

2.1 Custom Work Ownership

All original custom code, designs, and deliverables created by First Layer Digital LLC specifically for the Client's project shall be the property of First Layer Digital LLC. Upon completion of payment for the project, the Client receives a perpetual, non-exclusive license to use the deliverables for the Client's own business purposes.

Deliverables include:

• Custom HTML, CSS, JavaScript code
• Custom PHP/Node.js backend code
• Custom design files and graphics created for this project
• Database structures custom-built for the project
• All implementations and integrations

This license grants Client the right to use the Custom Work Product for Client's business purposes, including the right to engage third-party developers to maintain, modify, or extend the Custom Work Product. However, Client may not resell, sublicense, or redistribute the Custom Work Product as a standalone product or service.

2.2 Pre-existing Frameworks and Libraries

First Layer Digital LLC may incorporate pre-existing frameworks, libraries, utilities, and templates ("Pre-Existing IP") created by First Layer Digital LLC prior to or independently of this engagement into the project deliverables. These Pre-Existing IP items are the property of First Layer Digital LLC and remain First Layer Digital LLC's property.

Client's License to Pre-Existing IP:

• Client receives a limited, non-exclusive license to use Pre-Existing IP only as incorporated within the deliverables
• Client may not independently license, extract, redistribute, or use Pre-Existing IP for purposes outside the project
• Client may not hire another developer to modify or remove Pre-Existing IP components
• First Layer Digital LLC retains the right to use identical Pre-Existing IP in other client projects

Examples of Pre-Existing IP include:

• Reusable code libraries and components
• Configuration templates
• Design system utilities
• API integration patterns
• Deployment scripts and automation tools
• Custom frameworks and boilerplates

The Client acknowledges that use of Pre-Existing IP provides significant value and cost savings and agrees to the licensing terms outlined above.

2.3 Client-Provided Content

Client retains all ownership rights to content, materials, logos, images, and other assets provided by Client for use in the project. Client grants First Layer Digital LLC a limited, non-exclusive license to use such materials solely for the purpose of performing the services under the Project Agreement.

3. Payment Terms

3.1 Payment Schedule

Unless otherwise specified in the Project Agreement, payment terms are Net 30 from the date of invoice. Invoices will be issued upon completion of project milestones or as otherwise specified in the Project Agreement.

For fixed-price projects, a deposit may be required before work begins, with the balance due upon completion and delivery of the final deliverables.

3.2 Late Payment Policy

In the event that any invoice is not paid within thirty (30) days of receipt, the Client shall be subject to:

• One-time Late Fee: $50.00
• Delinquency Charge: 1.5% per month on the outstanding balance, or the maximum amount permitted by Maryland law, whichever is less

Late fees and delinquency charges shall be calculated from the original due date and applied monthly until payment is received in full.

Service Suspension: If payment is not received within thirty (30) days of the invoice due date (60+ days from invoice receipt), First Layer Digital LLC reserves the right to suspend all services, including but not limited to website hosting and maintenance, development and design work, support and updates, and access to development environments. All services shall remain suspended until the account is brought current, including payment of all outstanding invoices, late fees, and delinquency charges.

Client agrees to reimburse First Layer Digital LLC for any costs incurred in collecting overdue amounts, including reasonable attorney's fees.

3.3 Refunds

Due to the custom nature of our services, refunds are generally not available once work has commenced. If Client terminates the Project Agreement before completion, Client will be responsible for payment of all work completed up to the termination date, plus any non-refundable expenses incurred.

4. Post-Launch Support

All projects include a 60-day post-launch support period at no additional cost following the project launch date. During this period, First Layer Digital LLC will:

Included in Post-Launch Support:

• Identify and fix critical bugs reported by Client
• Address broken links, missing images, or display errors
• Correct spelling/grammar errors in deployed content
• Fix functionality that does not work as specified in the Statement of Work
• Support Client's transition to ongoing website management

Not Included in Post-Launch Support:

• Feature enhancements or additions
• Content updates or changes
• Design modifications
• Third-party integrations beyond original scope
• Training or consulting

During the 60-day post-launch support period, First Layer Digital LLC shall respond to bug reports within two (2) business days. Critical bugs affecting website functionality shall be prioritized for resolution within 5 business days. After the 60-day period expires, any ongoing support, maintenance, or modifications shall be billed at First Layer Digital LLC's standard hourly rate.

Support requests must be submitted in writing via email to projects@firstlayer.digital.

5. Client Responsibilities

Client agrees to:

• Provide timely feedback and approvals during the project timeline
• Supply all necessary content, materials, and access credentials in a timely manner
• Ensure that all content provided does not infringe upon any third-party rights
• Make timely payments in accordance with the payment terms
• Comply with all applicable laws and regulations related to the project

Delays in Client's provision of materials, feedback, or approvals may result in project timeline extensions and may incur additional charges.

6. Warranties and Disclaimers

First Layer Digital LLC warrants that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to the specifications in the Project Agreement
• We have the right to use all materials and intellectual property incorporated into the deliverables

EXCEPT AS EXPRESSLY SET FORTH ABOVE, FIRST LAYER DIGITAL LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

First Layer Digital LLC does not guarantee specific results, search engine rankings, or business outcomes. Client acknowledges that website performance and search rankings depend on numerous factors beyond our control.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, FIRST LAYER DIGITAL LLC'S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO FIRST LAYER DIGITAL LLC UNDER THE APPLICABLE PROJECT AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL FIRST LAYER DIGITAL LLC BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

8. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information disclosed during the course of the project. This includes business plans, technical specifications, trade secrets, and other confidential information.

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

9. Termination

Either party may terminate the Project Agreement:

• Upon written notice if the other party breaches a material term and fails to cure such breach within 30 days
• Immediately if the other party becomes insolvent or files for bankruptcy
• For convenience, with 30 days' written notice (subject to payment for all work completed)

Upon termination, Client will pay for all work completed up to the termination date, and First Layer Digital LLC will deliver all completed work product, subject to full payment.

10. General Provisions

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Maryland, United States, without regard to its conflict of law provisions.

10.2 Entire Agreement

These Terms, together with the Project Agreement, constitute the entire agreement between the parties and supersede all prior agreements, understandings, or communications relating to the subject matter.

10.3 Modifications

These Terms may be modified by First Layer Digital LLC at any time. Material changes will be communicated to existing clients. Continued use of our services after such modifications constitutes acceptance of the updated Terms.

10.4 Severability

If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall remain in full force and effect.

11. Contact Information

For questions about these Terms or to discuss your project, please contact us.