DK1.AI Custom Build Terms of Service

Draft pending counsel review. This document becomes binding when version 2026.05.1 is marked status: "effective". Until then, engagements follow the terms current on the date of the signed statement of work. No client has been asked to agree to this text yet.

These terms govern custom build engagements delivered by DK1.AI LLC ("DK1.AI", "we", "us") for a client ("you", "the client"). By accepting the terms in the portal before submitting your questionnaire, you agree to the version in effect at the time of acceptance.

1. Scope of Engagement

A custom build engagement produces, in order:

1. A Product Requirements Document (PRD) derived from your questionnaire answers.
2. A Master Design Document (MD) and generated project scaffold.
3. A working prototype deployed to a sandbox URL you control access to.
4. A governance artifact defining the operating rules of the prototype.
5. Manual QA performed by you against the sandbox.
6. Either (a) hosted deploy to a DK1.AI-managed production environment, or (b) delivered package (tagged container image plus installation documentation). The delivery mode is chosen during the intake questionnaire.

The specific scope, deliverables, and acceptance criteria are defined by the approved PRD for your engagement. The PRD is the single source of truth.

2. Payment Terms

• Upfront development fee is due on PRD approval, before the scaffold stage begins. The fee is based on your complexity tier as defined in the pricing quote generated from your PRD.
• Monthly service fee applies only to hosted-deploy engagements and begins after the 14-day acceptance window closes (see §3). It covers preview hosting, AI API usage, monitoring, and ongoing support.
• Install & integrate fee is a flat one-time add-on for delivered-package engagements where you elect DK1.AI to install the package into your environment.
• Fees are quoted and billed in United States Dollars. Taxes are the client's responsibility.
• Invoices are payable Net 15 from the invoice date unless a different term is specified in your statement of work.

3. Acceptance Window

When the manual QA stage is marked complete and the prototype is delivered for your acceptance, a 14-day acceptance window begins.

During this window:

• You have full access to the sandbox to exercise the prototype against realistic data.
• You may file scope clarifications against the approved PRD. Clarifications are reviewed by DK1.AI; material scope changes require a new PRD revision and may affect pricing.
• You may accept the prototype at any point by clicking Accept in the portal. Acceptance advances the engagement to the deploy stage and starts the monthly service fee (hosted mode) or the package build (delivered mode).
• If you take no action before the window expires, the prototype is automatically accepted and the deploy stage is queued, unless we receive a written rejection (email or portal message) on or before the final day of the window.

4. Abandonment

An engagement is considered abandoned when any of the following occur:

• Non-response. You fail to respond to a portal or email message from DK1.AI for more than 30 consecutive calendar days during an active stage, after we have sent a notice marked as abandonment warning (minimum 1 such notice required before abandonment).
• Payment default. An invoice remains unpaid more than 15 days past its due date after one written reminder.

Upon abandonment:

1. All work product to date — PRD, MD, scaffold, prototype source code, prompts, governance, container images, configurations, and any associated infrastructure (Fly app, DNS records, credentials) — becomes the exclusive property of DK1.AI LLC. All licenses granted to the client terminate immediately.
2. Any unpaid upfront fee remains owed. Any prepaid monthly service fees are non-refundable.
3. DK1.AI may, at its sole discretion, retain, re-license, open-source, or destroy the abandoned work product.
4. The client forfeits any claim to the domain name, credentials, or hosted infrastructure associated with the engagement.

This clause is material. It exists because DK1.AI fronts infrastructure and engineering cost for every engagement, and abandonment imposes real, non-recoverable loss.

5. Intellectual Property

Subject to §4 (Abandonment) and §2 (Payment):

• During the engagement, all work product is owned by DK1.AI LLC and licensed to the client for evaluation purposes only.
• On full payment of all upfront and applicable install/integrate fees — and, for hosted-deploy engagements, through the then-current monthly service period — DK1.AI assigns to the client a perpetual, worldwide, royalty-free, non-exclusive license to the generated prototype source code and configuration for use in the client's business. For delivered-package engagements, this license becomes exclusive on delivery of the final package and receipt of payment.
• DK1.AI retains the right to use generalized patterns, prompts, scaffolding, methodology, and any non-client-specific tooling in other engagements.
• The client retains all pre-existing IP, data, and confidential materials submitted to the engagement. DK1.AI receives only the license needed to perform the work.

6. Teardown Rights

For hosted-deploy engagements, DK1.AI maintains the right to tear down (delete) the following after engagement termination or archive:

• The Fly.io application and associated container images.
• Cloudflare DNS records pointing to the application.
• Database instances and storage buckets provisioned for the engagement.

Before teardown, DK1.AI will offer you a 30-day window to request an export of engagement data. Exports beyond this window may be provided on a best-effort basis and may incur a retrieval fee.

7. Data Handling

• Data you provide (questionnaire answers, uploaded documents, feedback) is stored encrypted at rest and in transit. It is used only to perform the engagement and, anonymized, to improve DK1.AI's methodology.
• Data generated by the prototype during the acceptance window or production operation is subject to the same storage and use terms, unless a separate data processing agreement is signed.
• Retention. We retain engagement data for 3 years after engagement closure unless a shorter period is specified in your statement of work. You may request deletion at any time via written notice, subject to legal and audit retention requirements.
• Our current data processing practices are documented at dk1.ai/data-processing.

8. Confidentiality

Each party agrees to treat information disclosed by the other party that is marked confidential (or would reasonably be understood as confidential) as such. Confidentiality obligations survive for 3 years after engagement closure. Standard exceptions apply (already public, independently developed, required by law).

9. Warranties and Liability

• The prototype and any delivered software are provided "as is" during the acceptance window and for 30 days after acceptance. DK1.AI will fix defects in delivered scope, reported in writing, without additional charge during this period.
• DK1.AI's total liability under these terms is limited to the total fees paid by the client in the 12 months preceding the claim, except in cases of gross negligence or willful misconduct.
• DK1.AI does not warrant that the prototype will be suitable for any specific regulatory, medical, financial, or legal use case unless expressly scoped in the PRD.

10. Termination

Either party may terminate the engagement for material breach uncured after 15 days written notice. On termination:

• The client is invoiced for all work performed and all costs incurred up to the termination date.
• If the client has paid in full for stages completed, §5 applies.
• If the termination is due to client breach, §4 (Abandonment) may apply at DK1.AI's discretion.

11. Governing Law

These terms are governed by the laws of the State of Delaware, United States, excluding its conflict-of-laws rules. Any dispute is resolved in the state or federal courts located in Delaware.

12. Changes to These Terms

DK1.AI may publish updated terms. Each version has a unique version identifier. A new version applies to:

• Engagements started after the new version's effective_date.
• Existing engagements, on the client's next required acceptance (e.g., a new stage approval).

You will be prompted in the portal to re-accept when the version applicable to your engagement changes.

Version: 2026.05.1 Effective: 2026-05-01 (draft — not yet effective) Contact: legal@dk1.ai