End User License Agreement (EULA)

1. Definitions

• Services: All web design, web development, application development, digital marketing, consulting, and related services provided by SLC Site Studio.
• Deliverables: All websites, applications, designs, code, content, marketing materials, and other work products created by SLC Site Studio for Client.
• Licensed Materials: All software, code, designs, templates, tools, and proprietary systems developed or owned by SLC Site Studio.
• Project: The specific scope of work agreed upon between Client and SLC Site Studio, documented in a separate Statement of Work or project agreement.
• Third-Party Services: External platforms, tools, APIs, hosting services, or software used in connection with our Services.

2. License Grant

2.1 Client Deliverables License

Upon full payment of all fees, SLC Site Studio grants Client a non-exclusive, perpetual, worldwide license to use the Deliverables created specifically for Client's Project. This license includes the right to:

• Use the Deliverables for Client's business purposes
• Modify the Deliverables as needed for Client's operations
• Host and display the Deliverables on Client's platforms
• Integrate the Deliverables with Client's existing systems

2.2 Proprietary Tools and Systems

SLC Site Studio retains all ownership rights to proprietary tools, frameworks, templates, code libraries, methodologies, and systems (collectively, "Base44 Systems") used in delivering Services. Client receives no license or rights to these underlying systems except as incorporated into specific Deliverables.

2.3 Third-Party Components

Some Deliverables may include third-party software, libraries, or components subject to separate license terms. Client agrees to comply with all applicable third-party licenses, including but not limited to open-source licenses.

3. Intellectual Property Rights

3.1 Client Content Ownership

Client retains all ownership rights to content, data, branding materials, and information provided to SLC Site Studio ("Client Content"). By providing Client Content, Client grants SLC Site Studio a temporary, non-exclusive license to use, modify, and incorporate Client Content into Deliverables.

3.2 SLC Site Studio Intellectual Property

SLC Site Studio retains all rights, title, and interest in:

• Pre-existing intellectual property, tools, and systems
• Base44 modular systems and frameworks
• Methodologies and processes developed by SLC Site Studio
• General knowledge and experience gained during Projects
• Templates, code libraries, and reusable components not specifically created for Client

3.3 Work Product Ownership

Custom Deliverables created specifically for Client become Client's property upon full payment. However, SLC Site Studio reserves the right to:

• Reuse general concepts, techniques, and approaches
• Extract and reuse non-custom components for other projects
• Showcase completed work in portfolios and case studies (subject to confidentiality agreements)

4. Acceptable Use Restrictions

Client agrees NOT to:

• Reverse engineer, decompile, or disassemble any proprietary SLC Site Studio systems
• Remove or alter copyright notices, trademarks, or proprietary markings
• Resell, redistribute, or sublicense SLC Site Studio's proprietary tools or systems
• Use Deliverables for illegal, harmful, or unethical purposes
• Violate any applicable laws or regulations
• Infringe on third-party intellectual property rights
• Use Services to distribute malware, spam, or harmful content
• Attempt unauthorized access to SLC Site Studio systems or other clients' data

5. Service-Specific Terms

5.1 Website Development Services

Websites developed by SLC Site Studio are optimized for modern browsers and devices at the time of delivery. Client is responsible for:

• Maintaining hosting and domain registration
• Installing security updates and patches
• Managing content updates after project completion
• Ensuring compliance with accessibility and legal requirements

5.2 Application Development Services

Applications developed by SLC Site Studio are delivered with documentation and support as specified in the Project agreement. Client acknowledges that:

• Applications may require ongoing maintenance and updates
• Third-party APIs and services may change without SLC Site Studio's control
• Performance depends on hosting environment and user traffic
• Security is a shared responsibility requiring Client's cooperation

5.3 Marketing and Content Services

Marketing strategies, campaigns, and content created by SLC Site Studio are based on industry best practices. SLC Site Studio makes no guarantees regarding:

• Specific traffic, conversion, or revenue outcomes
• Search engine rankings or social media reach
• Advertising platform approval or performance
• Third-party platform policy compliance

6. Payment Terms

6.1 Fees and Invoicing

Client agrees to pay all fees as specified in the Project agreement or Statement of Work. Payment terms typically include:

• Initial deposit (generally 30-50% of project total)
• Milestone payments based on project progress
• Final payment upon project completion
• Monthly retainer fees for ongoing services (if applicable)

6.2 Late Payment

Payments not received within the specified timeframe are subject to:

• Late fees of 1.5% per month (or maximum allowed by law)
• Suspension of services until payment is received
• Withholding of final Deliverables and license rights
• Collection agency fees and legal costs if necessary

6.3 Disputes

Payment disputes must be raised in writing within 10 business days of invoice date. Undisputed portions must be paid on time.

7. Warranties and Disclaimers

7.1 SLC Site Studio Warranties

SLC Site Studio warrants that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications
• We have the right to grant licenses described in this Agreement
• Work will not knowingly infringe third-party intellectual property rights

7.2 Warranty Period

SLC Site Studio will correct defects in Deliverables reported within 30 days of delivery at no additional cost, provided:

• Defects result from SLC Site Studio's work, not third-party components
• Client has not modified the Deliverables
• Issues are reproducible and documented

7.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED, SLC SITE STUDIO PROVIDES SERVICES AND DELIVERABLES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

SLC Site Studio does not warrant that:

• Services will be uninterrupted or error-free
• Deliverables will meet all Client requirements or expectations
• Third-party services will remain available or compatible
• Results will achieve specific business outcomes

8. Limitation of Liability

8.1 Maximum Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SLC SITE STUDIO'S TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THIS AGREEMENT OR SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE SPECIFIC PROJECT OR SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

8.2 Exclusion of Consequential Damages

IN NO EVENT SHALL SLC SITE STUDIO BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Exceptions

The limitations in this section do not apply to:

• Client's payment obligations
• Claims arising from Client's violation of intellectual property rights
• Fraud, gross negligence, or willful misconduct
• Liabilities that cannot be limited under applicable law

9. Indemnification

9.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless SLC Site Studio from any claims, damages, losses, or expenses (including legal fees) arising from:

• Client Content provided to SLC Site Studio
• Client's use of Deliverables in violation of this Agreement
• Client's violation of applicable laws or third-party rights
• Claims that Client Content infringes intellectual property rights

9.2 SLC Site Studio Indemnification

SLC Site Studio agrees to indemnify Client from claims that Deliverables infringe third-party intellectual property rights, provided:

• Client promptly notifies SLC Site Studio of such claims
• SLC Site Studio has sole control over defense and settlement
• Client reasonably cooperates in the defense
• Claims do not arise from Client modifications or misuse

10. Confidentiality

10.1 Confidential Information

Both parties agree to protect confidential information disclosed during the business relationship, including:

• Business strategies and financial information
• Technical data and proprietary systems
• Customer lists and pricing information
• Non-public project details and specifications

10.2 Exceptions

Confidentiality obligations do not apply to information that:

• Was publicly available before disclosure
• Becomes publicly available through no fault of receiving party
• Was independently developed without using confidential information
• Must be disclosed pursuant to legal requirements

10.3 Duration

Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

11. Term and Termination

11.1 Term

This Agreement begins when Client accepts Services or accesses Deliverables and continues until terminated by either party.

11.2 Termination for Convenience

Either party may terminate ongoing Services with 30 days' written notice. Client remains responsible for:

• Payment for all work completed through termination date
• Any non-refundable deposits or committed expenses
• Milestone payments for substantially completed work

11.3 Termination for Cause

Either party may immediately terminate if the other party:

• Materially breaches this Agreement and fails to cure within 15 days of written notice
• Becomes insolvent or files for bankruptcy
• Engages in fraud or illegal activities

11.4 Effect of Termination

Upon termination:

• Client must pay all outstanding fees for work completed
• SLC Site Studio will deliver all completed work upon payment
• Each party will return or destroy the other's confidential information
• Provisions regarding intellectual property, liability, and indemnification survive termination

12. Data Protection and Privacy

Client acknowledges that SLC Site Studio collects and processes certain data in connection with providing Services. Our data practices are governed by our separate Privacy Policy, which is incorporated into this Agreement by reference.

Key data protection principles:

• We collect only data necessary for providing Services
• We implement reasonable security measures
• We comply with applicable privacy laws (GDPR, CCPA, etc.)
• We do not sell Client data to third parties

13. Modifications and Updates

13.1 Agreement Updates

SLC Site Studio reserves the right to modify this Agreement at any time. Changes will be effective:

• Immediately for new projects initiated after the update
• Upon 30 days' notice for existing ongoing service relationships

Continued use of Services after notification constitutes acceptance of updated terms.

13.2 Project Change Requests

Changes to agreed Project scope must be documented in writing through our change order process. Additional fees and timeline adjustments may apply.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good-faith negotiation to resolve disputes.

14.2 Mediation

If informal resolution fails, parties agree to attempt mediation before pursuing litigation. Mediation costs will be shared equally.

14.3 Arbitration (Optional)

For disputes exceeding $25,000, either party may elect binding arbitration under the rules of the American Arbitration Association. Arbitration will be conducted in Salt Lake County, Utah.

14.4 Small Claims Court

Either party may pursue claims in small claims court for amounts within that court's jurisdiction.

15. General Provisions

15.1 Governing Law

This Agreement is governed by the laws of the State of Utah, United States, without regard to conflict of law principles.

15.2 Jurisdiction and Venue

Any legal action must be brought in the state or federal courts located in Salt Lake County, Utah. Both parties consent to personal jurisdiction in these courts.

15.3 Entire Agreement

This Agreement, together with any executed project agreements, statements of work, and our Privacy Policy, constitutes the entire agreement between parties and supersedes all prior discussions or agreements.

15.4 Independent Contractors

SLC Site Studio is an independent contractor, not an employee, agent, or partner of Client. Nothing in this Agreement creates an employment, agency, or partnership relationship.

15.5 Assignment

Client may not assign this Agreement without SLC Site Studio's written consent. SLC Site Studio may assign this Agreement to affiliated entities or in connection with a business sale or merger.

15.6 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions will continue in full effect.

15.7 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing to be effective.

15.8 Force Majeure

Neither party is liable for delays or failures in performance resulting from circumstances beyond reasonable control, including natural disasters, pandemics, acts of government, war, terrorism, labor disputes, or Internet service failures.

15.9 Notices

All notices must be sent in writing to the addresses specified in the project agreement or to:

15.10 Survival

Provisions regarding intellectual property, confidentiality, payment, warranties, limitations of liability, indemnification, and dispute resolution survive termination of this Agreement.

16. Contact Information

For questions regarding this Agreement, please contact: