Terms of Service

Vibe Coding Basics LLC ("Vibe Coding Basics," "we," "us," or "our") is a small studio that designs and builds custom apps, websites, and AI workflow integrations on a project basis. These Terms of Service ("Terms") govern how a client ("you," "Client") engages us. By signing a Statement of Work or paying a deposit, you agree to these Terms together with the specific scope, deliverables, and price set out in that Statement of Work.

• Engagement: a defined piece of work we have agreed to deliver, evidenced by a Statement of Work.
• Statement of Work (SOW): the written description of the project, including scope, deliverables, milestones, timeline, fees, and any project-specific terms. The SOW is part of the contract.
• Deliverables: the work product we deliver under the SOW (source code, design files, documentation, configuration, and similar).
• Change Order: a written amendment to the SOW that changes scope, timeline, or fees.

We typically begin with an introductory call, then send a written proposal and a draft Statement of Work. The engagement is binding once the SOW is signed by both parties (electronic signature is fine) and the deposit is paid. If we begin work before signature on a Client's explicit request, the SOW terms still apply retroactively.

The SOW defines what we will deliver. Anything outside that scope (new features, additional rounds of revision beyond what is specified, integrations not listed) requires a Change Order signed by both parties before we begin the additional work.

Small clarifications and minor adjustments inside the spirit of the original scope do not require a Change Order. We will use reasonable judgment and notify you before doing any work that requires a Change Order.

Any project timelines or estimates shown on our website are illustrative. The binding timeline for your project is the one set out in the SOW.

• Provide accurate, complete information about your business, users, and constraints.
• Provide timely access to accounts, repositories, design files, brand assets, copy, and any third-party tools we need.
• Designate a single primary point of contact who can give us decisions promptly.
• Review our work and give substantive feedback within the review windows defined in the SOW.
• Pay invoices on time.
• Ensure you have the right to provide any materials (content, code, data) you share with us.

We deliver work in milestones defined in the SOW. After we mark a milestone complete and notify you, you have five (5) business days to review and either accept it or send a single, consolidated list of changes that fall within the agreed scope.

If we do not receive a response within that five-business-day window, the milestone is deemed accepted and we move forward. This window is for milestone sign-off only. Bug fixes after final delivery are covered separately under the post-launch support window described below.

Unless your SOW says otherwise:

• Deposit: 50% of the total project fee is due before we begin work.
• Final payment: the remaining 50% is due on delivery of the final milestone.
• Larger projects may be split into three or more milestone payments specified in the SOW.
• Invoice terms: Net 15. Invoices are payable within fifteen (15) days of issue.
• Late payment: overdue amounts accrue interest at 1.5% per month (or the highest rate permitted by law if lower). We may pause work on any project where an invoice is more than fifteen (15) days past its due date.
• Currency: US dollars unless agreed otherwise.
• Expenses: we do not pass through expenses unless the SOW lists them. Anything pre-approved (paid software licenses purchased on your behalf, stock photography, third-party API credits) is billed at cost.

You may cancel an engagement at any time by sending written notice. If you do, you owe:

• All fees for work completed up to the cancellation date, plus
• A kill fee equal to 25% of the remaining contract value.

The deposit you have already paid is credited first against fees for work completed. Any portion of the deposit that exceeds fees-to-date is then applied to the kill fee. The deposit itself is non-refundable once we have begun work, even if work-to-date plus the kill fee is less than the deposit.

If you ask us to pause an engagement, we will hold work for up to 30 days at no additional cost. Beyond 30 days, we may need to renegotiate the timeline or the fee, because re-staffing a paused project may incur additional cost.

We may also terminate the engagement on written notice if you breach these Terms (including material non-payment) and do not cure the breach within ten (10) business days. In that case, fees for work to date are immediately due.

Every engagement includes two (2) weeks of post-launch support, starting on the date we deliver the final milestone. During this window we will fix bugs in the Deliverables at no additional cost. Post-launch support does not include new features, scope expansions, design changes, or work caused by changes you (or third parties) make to the Deliverables after launch. Ongoing maintenance and feature work after the support window is available under a separate retainer.

On receipt of your final payment for an Engagement, we assign to you all of our right, title, and interest in the Deliverables we created specifically for you under that Engagement, including source code, design files, and documentation. Until final payment is received, all Deliverables remain our property, and you have only a limited right to use them for internal evaluation (not for production use, public release, or distribution outside your team).

We retain ownership of:

• General knowledge, methods, techniques, and skills we develop or use during the project.
• Pre-existing tools, libraries, templates, internal frameworks, and components we created before the Engagement or develop independently of it. We grant you a perpetual, non-exclusive, worldwide license to use any of these that are embedded in the Deliverables, solely as part of the Deliverables.

You retain ownership of everything you provide to us (your content, brand, existing code, data). You grant us a license to use those materials during the Engagement to do the work.

Most modern web projects include open-source software. We may incorporate open-source components into the Deliverables. Those components remain governed by their respective open-source licenses (typically MIT, Apache 2.0, BSD, or similar permissive licenses). We will identify any non-permissive licenses (such as copyleft) before incorporating them and will not include any such component without your written approval.

Both parties agree to keep the other's non-public information confidential and use it only to perform under the Engagement. Confidential information does not include information that is publicly known through no fault of the receiving party, was already known by the receiving party, or was independently developed.

These confidentiality obligations survive termination of the Engagement for three (3) years. Either party may sign a separate Non-Disclosure Agreement before kickoff, which controls if it conflicts with this section.

Unless you tell us otherwise in writing before kickoff, we may identify you as a client, describe the work at a high level, and include screenshots or non-confidential excerpts of the Deliverables in our portfolio, case studies, and marketing materials. We will not disclose anything covered by confidentiality. If you prefer to be a private reference instead, just say so and we will keep the work off our portfolio.

Most engagements involve third-party services (hosting, email, analytics, AI APIs, payment processors, content management systems, and similar). You are responsible for the costs of any third-party accounts and services used in your project, and for agreeing to those providers' terms.

We are not liable for outages, policy changes, deprecations, price changes, or content moderation decisions made by third-party providers. If a third-party change requires significant rework, we will quote the rework as a Change Order.

During the post-launch support window we warrant that the Deliverables will substantially conform to the SOW. After the support window ends, the Deliverables are provided "as is" and "as available." Except for the express warranty in this section, we disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Deliverables will be uninterrupted, error-free, or free from third-party impact.

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any lost profits, lost revenue, or lost data, even if advised of the possibility of those damages. Each party's aggregate liability for any claim arising out of or related to an Engagement, including indemnification obligations, is capped at the total fees paid by Client to Vibe Coding Basics under the SOW giving rise to the claim. This cap does not apply to a party's confidentiality breach, fraud, or willful misconduct.

Client indemnifies us against third-party claims arising from: (a) content, data, or materials you provide; (b) your use of the Deliverables in violation of law or these Terms; or (c) products, services, or businesses you build or operate using the Deliverables.

We indemnify Client against third-party claims that the Deliverables, as delivered by us and used as intended, infringe a US copyright, trademark, or trade secret of a third party. This indemnity expressly does NOT cover patent claims, which are excluded. It also does not apply to: (i) Client-provided materials; (ii) modifications made after delivery by anyone other than us; (iii) combinations with other software not contemplated in the SOW; or (iv) open-source components governed by their own licenses. Our indemnification obligation is subject to the cap in the Limitation of Liability section above.

We are an independent contractor, not your employee, partner, joint venturer, or agent. Nothing in these Terms creates an employment, partnership, or fiduciary relationship. Neither party has authority to bind the other.

For the duration of the Engagement and for twelve (12) months after it ends, neither party will directly solicit for hire any individual who was actively involved in the Engagement on the other party's side. General job postings and applications submitted without targeted outreach are not a violation. This section does not apply where prohibited by law.

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, civil unrest, internet or utility outages, government action, pandemic, or major third-party service outages. The affected party will notify the other promptly and resume performance as soon as practical.

Notices under these Terms may be sent by email to the addresses on file with each party. Notices to us should go to dominic@vibecodebootcamp.net. A notice is effective when received.

Neither party may assign these Terms or an SOW without the other party's written consent, except that either party may assign this agreement to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the other party.

These Terms are governed by the laws of the State of California, without regard to conflict of law principles.

The parties will first try in good faith to resolve any dispute through direct discussion. If a dispute cannot be resolved informally within 30 days, the parties will attempt non-binding mediation in Los Angeles County, California, with a mutually agreed mediator, before either party files suit. If mediation fails or a party refuses to participate, the courts located in Los Angeles County, California have exclusive jurisdiction over any resulting litigation, and the parties consent to personal jurisdiction there. Each party bears its own attorney fees, except as otherwise expressly required by law.

If any provision of these Terms is held unenforceable, the remaining provisions stay in effect. These Terms together with the signed SOW (and any Change Orders or NDA between the parties) form the entire agreement between Client and Vibe Coding Basics regarding the Engagement, and supersede any prior or contemporaneous understandings on the same subject. If there is a conflict between these Terms and a signed SOW, the SOW controls.

We may update these Terms from time to time. The version in effect at the date your SOW is signed governs that Engagement. Updated Terms apply only to engagements signed after the update is posted. The "Last updated" date at the top of this page reflects the most recent change.