Service Terms

You accept these Service Terms when you book or pay for a service, sign or approve a written scope, or allow work to begin. Booking the AI Opportunity Audit through our scheduling page and paying through PayPal forms a contract on these terms. Proofs of concept and implementations form a contract when both sides approve the written scope.

Electronic records and signatures are valid for these purposes, consistent with the federal E-SIGN Act and the Texas Uniform Electronic Transactions Act.

Every engagement beyond the audit comes with a written scope (by email, proposal, or order form) describing the deliverables, timeline, price, and payment schedule before work begins. The written scope controls those engagement-specific details. These Service Terms control core commercial and legal terms, including refunds, acceptance, stabilization, intellectual property, confidentiality, warranties, liability limits, and venue. If a written scope appears to contradict these Service Terms on those core terms, these Service Terms control unless Daniel Barraza has approved a written exception for that engagement. The AI Limitations page is part of these terms for every engagement that uses AI. The Privacy Policy describes how personal information is handled.

Changes to an agreed scope happen in writing and may change price and timeline. Either side can propose a change; work on the change starts only after both sides agree in writing.

Engagements depend on you: timely access to relevant systems and people, accurate information about your workflows, decisions and feedback at agreed check-ins, and any third-party accounts or licenses your scope requires. Delays or missing inputs on your side move the timeline, and we are not responsible for delays caused by waiting on you or your vendors.

What is included. Pre-call research on your business, one working session of about 75 minutes by video (or in person locally), and a written Decision Pack delivered within 5 business days of the session. The Decision Pack is yours to keep and use however you like, with us or with anyone else.

Credit. 100% of the $249 credits toward a proof of concept or implementation booked within 30 days of Decision Pack delivery. Not redeemable for cash.

Payment. Payment of $249 is required at booking and is processed through PayPal.

Cancellation and rescheduling.

• Full refund when you cancel at least 24 hours before the scheduled session.
• Inside 24 hours, or if you miss the session: no cash refund, but you receive one courtesy reschedule.
• If Daniel cancels: you choose a full refund or a reschedule.
• Once the session begins: no refund.
• No refund merely because you decide not to continue after receiving the Decision Pack.
• Factual errors and Decision Pack clarifications are corrected without additional charge.

A proof of concept is a small, bounded proof that an AI approach works on your real work. Fixed price and timeline are quoted in writing after the audit, before any work begins. The scope names what will be demonstrated, how it will be measured, and what happens next if it works.

Payment. 50% to schedule the work, 50% at delivery. The initial payment is applied to the fixed price and becomes nonrefundable after work begins. If you cancel mid-project, you owe for work completed through the cancellation date, not more than the fixed price. Any unused portion of the initial payment after that accounting is refunded. We deliver whatever completed work you have paid for.

Implementations cover build, testing, and handoff of the agreed system into your real workflows, plus plain-language documentation, training for the people who will use it, and 30 days of stabilization after handoff. Price and timeline are quoted in writing after assessment, before any work begins.

Payment. For smaller implementations: 50% to begin work, 50% before final handoff. For larger implementations: 40% to begin, 30% at an agreed midpoint milestone, 30% before final handoff. Your written scope states which schedule applies and the exact milestone definitions. Initial and milestone payments already made are applied to the fixed price. After work begins, amounts earned for work completed through a cancellation date stay earned; any unused prepaid balance after that accounting is refunded. You do not owe more than the fixed price.

Not included. New features or changed requirements after scope is agreed (handled as new scope, quoted separately), and platform or subscription fees, which you pay directly to the vendors.

• Prices are as listed on the site or in your written scope. Third-party platform, subscription, and vendor fees are separate and paid by you directly to those vendors.
• Invoices are due on receipt unless the scope says otherwise. Late or failed payments may pause work until resolved, and pauses move the timeline.
• Payments made are earned as described above: booking payments on booking, initial payments when work begins, milestone payments on completion of the named milestone.
• Taxes. Prices exclude taxes. You are responsible for any applicable sales, use, or similar taxes on the services, excluding taxes on our income.
• Expenses. We do not charge expenses unless your written scope approves them in advance. Approved expenses are billed at cost.

Handoff happens when the agreed deliverables are delivered into your environment or accounts, with the agreed documentation and training. You have 10 business days after handoff to review and report reproducible defects against the agreed scope. Deliverables are accepted when you confirm acceptance, when the review period ends without a defect report, or when you put the deliverables into production use, whichever comes first. Reproducible defects reported in good faith during the review period are fixed under the stabilization terms below and do not restart the review period.

The 30-day stabilization period covers reproducible defects attributable to the agreed deliverables and reasonable configuration adjustments needed for the delivered scope to work as documented.

Stabilization does not cover: new features or workflows; changed business processes; new data or integration requirements; third-party outages; vendor pricing or API changes; broad retraining; ongoing support or monitoring; emergency or 24/7 support; or issues caused by unrelated user mistakes. Those items are new scope, quoted separately.

The stabilization period runs 30 calendar days from handoff. We triage and fix covered items on a reasonable-efforts basis; no response-time service level is promised. Support after the stabilization window is scoped and quoted as follow-up work if you want it. There is no standing subscription and no public care plan; later work is scoped separately in writing.

Each side may receive non-public information from the other. Each side agrees to use the other's confidential information only for the engagement, protect it with reasonable care, and not disclose it except to personnel and subcontractors who need it for the work and are bound by similar duties. Confidentiality does not cover information that is public, already known, independently developed, or required to be disclosed by law.

You authorize us to access the systems, accounts, and data reasonably needed for the work. We use that access only for your project, limit it to what the work requires, and do not use your confidential information for anyone else's benefit or to train general models for other clients. Our handling of personal information is described in the Privacy Policy. If we ever experience a security incident affecting your information, we will inform you and meet applicable notification duties.

You retain ownership of your business information, data, content, logos, and materials you provide ("client materials"). You give us a limited license to use client materials to perform the engagement. You confirm you have the rights needed to share them and that our authorized use does not infringe anyone else's rights.

Once you have paid in full, we assign to you all right, title, and interest we have in the deliverables built specifically for you under the scope, except for preexisting and reusable components (Section 13) and third-party materials (Section 14). Until payment in full, you have a limited right to use the deliverables for evaluation only, and we may suspend that use if payments are overdue.

We retain ownership of our preexisting tools, methods, know-how, templates, prompts, libraries, and generic components, including improvements to them made during your project ("reusable components"). Where deliverables include reusable components, you receive a perpetual, non-exclusive, royalty-free license to use them as part of your deliverables for your business. We may reuse general skills and lessons learned, never your confidential information.

Deliverables may include open-source software and third-party services, each governed by its own license or terms. Those licenses control for those components. We will identify material third-party dependencies in your documentation. Platform behavior, pricing, and availability are controlled by the vendors, not by us.

Some deliverables may include material generated with AI tools, which we review and configure for your use. AI-generated material may not be protectable by copyright in some jurisdictions. To the extent we hold rights in such material, it is treated as a deliverable under Section 12; to the extent nobody holds copyright in it, you may use, modify, and keep it freely. You are responsible for reviewing AI-assisted outputs before relying on them for consequential decisions, as described in the AI Limitations page.

Daniel Barraza leads every engagement and remains accountable for the work. Larger projects may include carefully selected specialists working under his direction. Subcontractors are bound by confidentiality obligations consistent with these terms, and we remain responsible for their work on your project.

Services that use AI are subject to the AI Limitations page, which is part of these terms. AI systems can be wrong. We do not guarantee specific revenue, savings, booking rates, or other business outcomes. ROI figures are estimates and ranges based on your inputs and conservative assumptions, not promises.

We warrant that services will be performed in a professional and workmanlike manner and that deliverables will materially conform to the agreed scope at handoff. The exclusive remedy for breach of this warranty is correction of the nonconforming work under Section 9.

OTHER THAN THIS EXPRESS WARRANTY, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

To the fullest extent permitted by law: neither side is liable for indirect, incidental, special, or consequential damages, or for lost profits, lost revenue, or lost data, even if advised of the possibility. Our total liability arising out of an engagement is limited to the amounts you actually paid us for that engagement. Nothing in this section limits liability for intentional wrongdoing, or liability that cannot be limited by law.

Either side may end an engagement for material breach that is not cured within 15 days of written notice. Either side may end an engagement for convenience with written notice; in that case you owe for work completed through the termination date under the payment sections above. We may suspend work while payments are overdue or while your use of the work violates law or these terms. Sections that by their nature should survive (payment owed, confidentiality, intellectual property, warranty disclaimers, liability limits, governing law) survive termination.

Neither side is liable for delays caused by events beyond its reasonable control, including outages of third-party platforms we both depend on, provided the delayed side notifies the other and resumes work as soon as reasonably possible. If a force majeure delay exceeds 30 days, either side may cancel the affected work, with payment for work completed through the cancellation date.

These terms and every engagement are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Before filing anything, both sides agree to try in good faith to resolve disputes informally for at least 30 days. Disputes not resolved informally will be brought exclusively in the state or federal courts serving Bexar County, Texas, and both sides consent to their jurisdiction. The prevailing party in a dispute may recover reasonable attorney fees and costs where the law allows.

Notices under these terms may be sent by email: to us at daniel@dbarlabs.com, and to you at the email address you used at booking or in your scope. Notices are effective when sent, provided no delivery failure is received.

If any part of these terms is found unenforceable, the rest continues in effect. You may not assign an engagement without our written consent; we may assign to a successor of the business with notice to you. These terms, the written scope, the AI Limitations page, and the Privacy Policy are the entire agreement for an engagement and replace prior discussions about it.

The "Last updated" date above is the effective date of this version. We may update these terms for future engagements by posting a new version with a new date. The terms in force when you book or approve a scope apply to that engagement and do not change mid-engagement unless both sides agree in writing.

dbar Labs LLC, Boerne, Texas. Email: daniel@dbarlabs.com.