Terms of Service

Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the website deeplearnstudios.ai (the "Site") and any related services provided by Deep Learn Studios ("Studios," "we," "us," or "our"). Deep Learn Studios is a division of Deep Learn Institute, which operates within T. James Enterprises Inc.

By accessing or using the Site, requesting a proposal, or engaging Studios for services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, do not use the Site or engage our services.

Definitions

In these Terms:

• "Client" means the individual, company, or entity that engages Studios for Services under a Statement of Work.
• "Services" means the AI development, consulting, and related services provided by Studios, including but not limited to the productized services listed on the Site (e.g., Claude Agent Builder, RAG-in-a-Box, AI Audit & Roadmap, AI Compliance Setup) and custom engagements (Studios Starter, Growth, Enterprise, and Retainer tiers).
• "Statement of Work" or "SOW" means the written document executed by Studios and a Client that describes the scope, deliverables, timeline, fees, and other terms of a specific engagement.
• "Deliverables" means the work product produced and delivered by Studios under an SOW, including but not limited to code, configurations, documentation, models, prompts, and reports.
• "Client Data" means data, documents, materials, and information provided by Client to Studios for use in performing the Services.
• "Third-Party Services" means services provided by third parties on which Studios builds, including but not limited to foundation model providers (Anthropic, OpenAI, Google, others), cloud hosting providers, and integration platforms.

Use of the Site

Permitted use

You may use the Site for lawful purposes — to learn about Studios, request information, contact us, and access materials we publish. You are responsible for ensuring your use complies with applicable law.

Prohibited use

You agree not to:

• Use the Site in any unlawful manner or for any unlawful purpose
• Attempt to gain unauthorized access to the Site, our systems, or any data stored therein
• Introduce malware, viruses, or harmful code into the Site
• Scrape, harvest, or systematically extract content from the Site without our written permission
• Use the Site to harass, abuse, defame, or harm any person
• Reverse-engineer, decompile, or disassemble any software or systems made available on the Site

Site content

All content on the Site — text, graphics, logos, designs, code, images, and other materials — is owned by Deep Learn Studios, Deep Learn Institute, or our licensors and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works from Site content without our prior written permission, except for fair-use review and reference.

Studios Services

Studios provides AI development services across four practice areas: custom AI agents and workflows, RAG and knowledge systems, AI integrations and automation, and AI strategy, governance, and audits. Services are delivered through productized service offerings, custom engagement tiers, and retainer arrangements as described on the Site.

The Site is informational only. Descriptions of services, prices, timelines, and outcomes shown on the Site are general guides and are subject to final scoping in the applicable Statement of Work. No statement on the Site constitutes a binding offer.

Engagements & SOWs

How engagements form

An engagement is formed when (a) Studios and Client execute a written Statement of Work and (b) Client pays any required deposit. Until both conditions are met, no engagement exists and Studios is not obligated to perform any Services.

Order of precedence

In the event of conflict between documents governing an engagement, the order of precedence is: (1) the executed SOW, (2) any executed Master Services Agreement or Data Processing Addendum between the parties, (3) these Terms, and (4) the Privacy Policy.

Changes to scope

Any change to the scope, deliverables, timeline, or fees of an active engagement must be made through a written change order signed by both parties. Studios is not obligated to perform out-of-scope work without a signed change order.

Productized services

Productized service offerings (Claude Agent Builder, RAG-in-a-Box, AI Audit & Roadmap, AI Compliance Setup, and others published from time to time) have predefined scope, fees, and timelines as published on the Site or in our proposals. Client acknowledges that productized services are limited to their published scope and that out-of-scope requests require a custom engagement.

Fees & Payment

Fees

Fees for Services are specified in the applicable SOW. Unless otherwise stated, all fees are in U.S. dollars and exclusive of taxes, duties, and similar charges, which are the responsibility of Client.

Payment schedule

Unless the SOW states otherwise:

• Productized services: 50% deposit upon SOW execution; balance due upon delivery
• Project engagements (Starter, Growth, Enterprise): deposit and milestone payments as set out in the SOW (typically 30/40/30 or similar split tied to defined milestones)
• Retainers: billed monthly in advance, due on the first business day of each month

Late payment

Invoices are due net 15 days from invoice date unless the SOW states otherwise. Past-due amounts accrue interest at 1.5% per month (or the maximum permitted by law, whichever is less). If payment is more than 30 days past due, Studios may suspend Services and withhold delivery of work product until amounts due are paid in full.

Non-refundable deposits

Deposits are non-refundable except where Studios materially breaches the SOW and fails to cure within 30 days of written notice. Where Studios has commenced work and Client terminates without cause, Client remains liable for fees corresponding to Services performed and out-of-pocket costs incurred through the effective date of termination.

Third-party costs

Unless otherwise agreed in the SOW, Client is responsible for third-party costs incurred in connection with the engagement, including but not limited to model API usage (Anthropic, OpenAI, etc.), cloud hosting, software licenses, and similar pass-through expenses. Studios will use reasonable efforts to estimate these costs in advance.

Client Obligations

Client agrees to:

• Provide Studios with accurate, complete information necessary for performance of the Services, including timely access to Client Data, systems, personnel, and decision-makers
• Designate a project sponsor with authority to make decisions on behalf of Client
• Review and approve deliverables within the timeframes specified in the SOW
• Comply with the acceptable-use policies of any Third-Party Services used in connection with the engagement
• Pay all fees as set out in the SOW
• Ensure that Client Data shared with Studios does not infringe any third-party rights and that Client has all necessary rights, consents, and authorizations to provide such data for the purposes of the engagement
• Comply with all applicable laws and regulations in Client's use of the deliverables, including laws governing AI, data privacy, employment, and the industry in which Client operates

Studios' performance obligations are excused to the extent prevented or delayed by Client's failure to meet its obligations under this Section.

Intellectual Property

Client Data and Pre-Existing Materials

As between the parties, Client retains all right, title, and interest in and to Client Data and any materials Client provides to Studios. Studios is granted a non-exclusive, royalty-free license to use Client Data solely as necessary to perform the Services and to deliver the Deliverables.

Deliverables

Upon Client's payment in full of all amounts due under the applicable SOW, and except as otherwise stated in the SOW, Studios assigns to Client all right, title, and interest in and to the Deliverables created specifically for Client under that SOW, excluding Studios Background IP (defined below). For clarity, this includes custom code, custom prompts, and project-specific configurations developed for Client.

Studios Background IP

Studios retains all right, title, and interest in and to:

• Methodologies, frameworks, processes, templates, prompt libraries, evaluation rubrics, and other tools that Studios developed independently of the engagement or that have general application beyond the specific engagement
• Pre-existing software, code, libraries, and tools owned by Studios
• The Studios brand, Deep Learn Studios trademarks, Deep Learn Institute trademarks, and related goodwill

To the extent Studios Background IP is incorporated into Deliverables, Studios grants Client a perpetual, non-exclusive, royalty-free, worldwide license to use such Studios Background IP solely as part of and as embodied in the Deliverables. Client may not extract Studios Background IP from the Deliverables for separate use, sublicensing, or resale.

Third-Party Materials

Deliverables may incorporate Third-Party Services and open-source components, each subject to its own license terms. Client agrees to comply with all such third-party terms and acknowledges that Studios does not own such third-party materials.

Feedback

If Client provides Studios with feedback, suggestions, or improvement ideas about our Services, Client grants Studios a perpetual, irrevocable, royalty-free, worldwide license to use such feedback to improve our Services.

AI-Specific Disclosures

Because Studios builds AI systems, certain risks and limitations specific to AI deserve clear disclosure:

Probabilistic outputs

AI systems — including those Studios builds — generate outputs based on probability. They can produce unexpected, inaccurate, biased, or otherwise undesired results, particularly in edge cases or when used outside their intended design. Client acknowledges this and agrees not to rely on AI outputs as the sole basis for decisions with significant legal, financial, medical, or safety consequences without human review.

Hallucinations and inaccuracy

Generative AI systems can produce outputs that appear authoritative but are factually incorrect or fabricated ("hallucinations"). While Studios designs systems to minimize this risk through retrieval grounding, evaluation, and other techniques, Client is responsible for evaluating outputs and implementing human review where appropriate.

Third-party model dependencies

Studios builds on third-party foundation models that may be modified, deprecated, or made unavailable by their providers. Pricing, terms, and capabilities of third-party model APIs may change. Studios will use reasonable efforts to manage such changes but does not guarantee continued availability or pricing of third-party models. Where a model is deprecated, Studios will recommend alternatives and quote any migration work as a change order.

Bias and fairness

AI systems may reflect biases present in training data or in the data used to build them. Client agrees to assess AI deliverables for fairness in the context of Client's use case and to implement appropriate testing, monitoring, and mitigation. Studios will discuss bias considerations during scoping but does not warrant that any AI system is free from bias.

Regulatory compliance

Compliance with AI-specific regulations (including but not limited to the EU AI Act, the Colorado AI Act, NYC Local Law 144, federal sectoral rules, and emerging laws) depends on Client's specific use case and deployment context. Studios provides general guidance and can deliver compliance-oriented work products under the AI Compliance Setup productized service or as scoped in an SOW, but Studios does not provide legal advice and is not responsible for Client's regulatory compliance.

Client responsibility for deployment

Once an AI system is delivered and Client takes operational control, Client is responsible for its ongoing operation, monitoring, and compliance, including but not limited to: providing required disclosures to end users, complying with consumer protection law, maintaining accuracy of training and retrieval data, and human-in-the-loop oversight where required.

Confidentiality

Each party may disclose to the other confidential or proprietary information ("Confidential Information"). Each party agrees to:

• Use Confidential Information solely to perform its obligations and exercise its rights under the engagement
• Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care
• Not disclose Confidential Information to third parties except to employees, contractors, and service providers who need to know it and who are bound by confidentiality obligations no less protective than those in these Terms

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was rightfully in the receiving party's possession before disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed without use of or reference to the disclosing party's Confidential Information.

Confidentiality obligations survive termination of the engagement for five (5) years, except for trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.

Warranties & Disclaimers

Limited services warranty

Studios warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry practices. Studios further warrants that the Deliverables will materially conform to the specifications set forth in the applicable SOW for thirty (30) days following delivery and Client's acceptance. Client's sole and exclusive remedy for breach of this warranty is, at Studios' option, re-performance of the non-conforming Services or correction of the non-conforming Deliverables.

Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the limitations above apply to the maximum extent permitted by law.

Indemnification

By Studios

Studios will defend Client against any third-party claim alleging that the Deliverables, as delivered by Studios and used by Client in accordance with the SOW, infringe a U.S. patent, copyright, or trademark, and will pay damages and costs finally awarded against Client by a court of competent jurisdiction or agreed in settlement by Studios. This obligation does not apply to claims arising from: (a) modifications to the Deliverables not made by Studios; (b) use of the Deliverables in combination with software, data, or systems not provided by Studios where the infringement would not have occurred but for the combination; (c) Client Data; or (d) Third-Party Services subject to their own license terms.

By Client

Client will defend, indemnify, and hold harmless Studios, Deep Learn Institute, T. James Enterprises Inc., and their respective officers, directors, employees, and agents from any third-party claim, loss, damage, or expense (including reasonable attorneys' fees) arising out of or related to: (a) Client Data, including any allegation that Client Data infringes, misappropriates, or violates any third-party right or law; (b) Client's use of the Deliverables in violation of these Terms, the SOW, or applicable law; (c) Client's products, services, or business operations; or (d) Client's deployment, configuration, or use of any AI system delivered by Studios.

Procedure

The indemnified party will give the indemnifying party prompt written notice of any claim, allow the indemnifying party to control the defense and settlement of the claim (provided that no settlement that imposes obligations or admits fault on the indemnified party may be made without the indemnified party's consent), and cooperate as reasonably requested.

Term & Termination

Term

These Terms apply from the time you first access the Site or engage Studios until terminated. Engagements are governed by their SOWs and end upon completion of the Services or termination of the SOW.

Termination for cause

Either party may terminate an engagement for material breach by the other party that is not cured within thirty (30) days of written notice describing the breach. Either party may terminate immediately if the other party becomes insolvent, files for bankruptcy, or ceases doing business.

Termination for convenience

Either party may terminate a retainer engagement for convenience on thirty (30) days' prior written notice. Project-based engagements may not be terminated for convenience unless specifically allowed in the SOW; if Client terminates without cause, Client remains liable for the fees and costs described in Section 6.

Effect of termination

Upon termination of an engagement: (a) Studios will deliver work-in-progress to Client to the extent Client has paid for it; (b) Client will pay all fees and costs due through the effective date of termination; (c) each party will return or destroy the other's Confidential Information and Client Data, except as needed to comply with legal obligations or as agreed in the SOW; and (d) provisions intended by their nature to survive termination — including but not limited to IP, confidentiality, AI disclosures, warranties, liability, indemnification, governing law, and general provisions — survive.

Governing Law & Disputes

Governing law

These Terms and any engagement governed by them are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Dispute resolution

The parties will first attempt in good faith to resolve any dispute through informal negotiation between executives with authority to settle. If the dispute is not resolved within thirty (30) days, the parties will submit the dispute to confidential, binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The seat of arbitration is Wilmington, Delaware. The arbitration will be conducted in English. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may bring a claim in court for injunctive or equitable relief to protect its intellectual property or Confidential Information.

No class actions

To the maximum extent permitted by law, the parties waive any right to bring a claim against the other as a representative or member of any class or representative action.

General Provisions

Entire agreement

These Terms, together with the Privacy Policy, any executed SOW, and any other written agreement between the parties (such as a Master Services Agreement, Data Processing Addendum, or Business Associate Agreement), constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements.

Amendments

We may update these Terms from time to time. Material changes will be notified by updating the "Effective" date at the top of these Terms and, where appropriate, by direct notice to active clients. Continued use of the Site or our Services after a change means acceptance of the revised Terms. Changes to active SOWs require written agreement between the parties.

Assignment

Neither party may assign these Terms or any SOW without the other party's prior written consent, except that either party may assign without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that the assignee assumes the obligations of the assigning party.

Independent contractor

Studios is an independent contractor. Nothing in these Terms or any SOW creates a partnership, joint venture, employment, or agency relationship between the parties.

Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemics, governmental actions, internet or telecommunications outages, or third-party service provider failures.

Notices

Notices to Studios under these Terms must be sent to legal@deeplearninstitute.ai with a copy to studios@deeplearninstitute.ai. Notices to Client may be sent to the email address Client provides during engagement or to Client's registered business address.

Severability and waiver

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent. The failure of either party to enforce any right or provision will not constitute a waiver of that right or provision.

Headings

Section headings are for convenience only and do not affect interpretation.

Contact Us

For questions about these Terms or to send a formal notice, contact us: