# AI Diagnose Terms & Conditions

Terms & Conditions for the Density Labs AI Diagnostic engagement. $2,500 fixed, two weeks, governed by our Master Services Agreement and Statement of Work.

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    <h1>AI Diagnostic: Terms &amp; Conditions</h1>
    <div class="legal-meta">Last updated · 2026-05-29</div>
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      <p class="legal-disclaimer">This page is a plain-language summary of the AI Diagnostic engagement offered by Density Labs LLC, a Texas company with its principal place of business at 17350 State Hwy 249, Ste 220 #20807, Houston, Texas 77064 ("Density Labs"), to the engaging client ("Client"). The complete, controlling terms are set out in the <strong>AI Diagnostic Engagement Packet</strong>: our Master Services Agreement (MSA) and the AI Diagnostic Statement of Work (Exhibit&nbsp;B), provided for signature before kickoff and linked at the bottom of this page. Where this summary and the packet differ, the packet governs.</p>

      <h2>The engagement</h2>
      <p>The AI Diagnostic is a <strong>fixed-scope, two-week, fixed-fee assessment</strong> of your software, delivered under our Master Services Agreement (MSA) and the AI Diagnostic Statement of Work (Exhibit&nbsp;B). Both documents are provided for signature before kickoff; signing the MSA once also covers any future engagement.</p>
      <p><strong>What you receive:</strong> a written Diagnostic Report (current-state findings plus a ranked High/Medium/Low risk register), a prioritized phased roadmap toward your near-term objectives, and a live readout call.</p>
      <p><strong>What it is not:</strong> an implementation engagement. The Diagnostic is assessment and planning only. It does not include writing or shipping production code, remediation, or feature development. Those are scoped separately under an Implementation SOW.</p>

      <h2>Fees &amp; payment</h2>
      <ul>
        <li><strong>Fixed fee: $2,500 USD</strong> (founding-cohort pricing).</li>
        <li><strong>50% on signing, 50% on delivery</strong> of the Diagnostic Report, paid by check, wire, or ACH, net fifteen (15) days.</li>
        <li><strong>Credit toward implementation:</strong> if you execute an Implementation SOW within 30 days of the readout, the full $2,500 is credited toward your first implementation invoice.</li>
        <li><strong>Offer expiration:</strong> the SOW is void if not executed within ten (10) business days.</li>
      </ul>

      <h2>Schedule</h2>
      <p>Two weeks of business days. Week&nbsp;1: kickoff, access, and review of codebase, architecture, security, and test coverage. Week&nbsp;2: AI-readiness analysis, roadmap, report finalization, and readout. The timeline assumes timely access and reasonable stakeholder availability; client-caused delays extend timelines accordingly.</p>

      <h2>Your responsibilities</h2>
      <p>Provide read access to the codebase, relevant infrastructure, and documentation; make stakeholders (and your current developer where possible) available for short interviews; and designate a Client Representative to coordinate access and decisions.</p>

      <h2>Intellectual property</h2>
      <p>On full payment, Density Labs assigns to you all rights in the Work Product (the deliverables created for you). Density Labs retains its own pre-existing tools, methods, and reusable components ("Company Materials"), and grants you a perpetual, royalty-free license to use any that are embedded in the Work Product.</p>

      <h2>Confidentiality</h2>
      <p>Each party protects the other's confidential information and uses it only for the engagement. Either party may describe the engagement in general, non-confidential terms for portfolio and credential purposes.</p>

      <h2>Standard of work &amp; warranty</h2>
      <p>Services are performed in a professional, workmanlike manner. If work doesn't meet that standard, tell us in writing while the SOW is active and we'll re-perform it to bring it up to standard. That re-performance is the agreed remedy. Otherwise services and deliverables are provided "as is," with no other express or implied warranties.</p>

      <h2>Limitation of liability</h2>
      <p>Except for payment obligations and the non-solicitation fee, neither party's total liability exceeds the fees paid under the applicable SOW. Neither party is liable for indirect, incidental, consequential, special, or punitive damages.</p>

      <h2>People &amp; non-solicitation</h2>
      <p>Density Labs performs the work as an independent contractor and may use employees and subcontractors (including in Mexico and elsewhere in Latin America). Personnel we present are confidential and for your use through Density Labs only; engaging a presented candidate or resource outside Density Labs, during the engagement or within 12 months, triggers a $50,000 USD conversion fee.</p>

      <h2>Term, termination &amp; governing law</h2>
      <p>Either party may terminate the MSA or any SOW on 30 days' written notice (or immediately for uncured material breach). On termination you pay for services performed and receive the paid-for Work Product. Governed by Texas law; disputes are resolved first by escalation, then by binding AAA arbitration; venue Dallas, Texas.</p>

      <h2>Full terms govern</h2>
      <p>This page summarizes the engagement. The complete, controlling terms are in the <strong>AI Diagnostic Engagement Packet (MSA + Exhibit&nbsp;B SOW)</strong>. By booking and signing, you agree to those documents.</p>
      <p><a href="" target="_blank" rel="noopener"><strong>Download the AI Diagnostic Engagement Packet (PDF) →</strong></a></p>

      <h2>Contact</h2>
      <p>Density Labs LLC<br/>
      17350 State Hwy 249, Ste 220 #20807<br/>
      Houston, Texas 77064, US<br/>
      <a href="mailto:federico@densitylabs.io">federico@densitylabs.io</a></p>
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