Density Labs / AI Diagnose / Terms

AI Diagnose Terms

Last updated · 2026-05-08

These terms govern the AI Diagnose engagement between Density Labs LLC, a Texas company with its principal place of business at 17350 State Hwy 249, Ste 220 #20807, Houston, Texas 77064 ("Density"), and the requesting party ("Client"). They cover only the AI Diagnose. Continuing engagements (AI Engineer, AI Squad) are covered by a separate Master Services Agreement signed at kickoff.

1. What you're buying

The AI Diagnose is a fixed-scope, two-week engagement.

  • Fee: $2,500 USD, fixed.
  • Duration: Two calendar weeks from kickoff.
  • Deliverable: A written diagnostic and 90-day implementation plan, prepared by a senior Density engineer.
  • Format: Document, not a slide deck. Yours to keep.

The Diagnose includes a kickoff call, asynchronous information gathering with the people you nominate, and a closeout call to walk through the written plan. It does not include hands-on engineering, code changes, vendor selection, procurement, or implementation work.

2. Confidentiality (mutual)

Each party will treat the other party's non-public information as confidential.

"Confidential Information" means any information disclosed during the engagement that is not publicly available, including, without limitation: roadmaps, source code, architecture diagrams, customer data, financials, headcount, vendor relationships, internal documents, and the contents of the written diagnostic Density delivers to Client.

Each party agrees to:

  • Use the other party's Confidential Information solely to perform under this engagement.
  • Limit access to personnel with a clear need to know.
  • Apply at least the same care it uses for its own confidential information, and never less than reasonable care.
  • Not disclose Confidential Information to any third party without prior written consent.

Confidentiality obligations under this section survive for three (3) years after the engagement ends, except for trade secrets, which are protected for as long as they remain trade secrets under applicable law.

Standard exclusions apply: information is not Confidential Information if it is or becomes public through no fault of the receiving party, was already lawfully in the receiving party's possession, is independently developed without reference to disclosed information, or is rightfully obtained from a third party without confidentiality obligations. A party may disclose Confidential Information when compelled by law or court order, provided it gives the other party reasonable prior notice and cooperates with any protective effort.

3. Intellectual property

Your deliverable. Once the $2,500 fee is paid in full, Client owns the written diagnostic Density delivers, including the right to use, copy, modify, and distribute it inside Client's organization.

Density's pre-existing IP. Density retains all rights to the methods, frameworks, templates, evaluation rubrics, internal playbooks, and accumulated know-how used to produce the diagnostic. Where any of these are referenced or summarized inside the deliverable, Client receives a perpetual, non-exclusive, royalty-free, internal-use license to them as part of the deliverable. Client does not receive a license to repackage, sublicense, or commercially redistribute Density's underlying methods.

Aggregate learning. Density may use anonymized, aggregated insights from the engagement (e.g., "X% of mid-market AI roadmaps stall at deployment") for internal benchmarking and public writing, provided no identifying details about Client are disclosed.

4. Fees, payment, and refunds

The fee is $2,500 USD, payable in advance or at the kickoff call, by check, wire, or ACH. Density will issue an invoice on engagement.

If Client cancels before the kickoff call, Density refunds the full fee. After the kickoff call, the fee is non-refundable, because Density's senior time is reserved against it.

The Diagnose has no expenses or pass-through costs. The fee is the total cost.

5. Warranties

Density warrants that the Diagnose will be performed in a professional manner by qualified personnel with relevant experience in production AI engineering. Density warrants it will not knowingly include any material that infringes a third-party copyright, patent, or trade secret.

EXCEPT AS STATED ABOVE, THE DIAGNOSE IS PROVIDED "AS IS." DENSITY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DENSITY DOES NOT WARRANT ANY SPECIFIC BUSINESS OUTCOME FROM ACTING ON THE WRITTEN DIAGNOSTIC.

6. Limitation of liability

EACH PARTY'S TOTAL LIABILITY UNDER THIS ENGAGEMENT, FROM ANY CAUSE OF ACTION AND REGARDLESS OF FORM, IS CAPPED AT THE FEES PAID BY CLIENT, $2,500 USD. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST DATA, COSTS OF SUBSTITUTE SERVICES, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. THIS CAP DOES NOT APPLY TO BREACHES OF SECTION 2 (CONFIDENTIALITY) OR TO A PARTY'S WILLFUL MISCONDUCT.

7. Independent contractor

Density is an independent contractor. Nothing here creates an employer/employee, partnership, joint venture, or agency relationship. Neither party can bind the other.

8. Term and termination

The engagement begins on the kickoff call and ends when Density delivers the written diagnostic, normally two weeks later. Either party may terminate before kickoff for any reason, with full refund. After kickoff, either party may terminate for material breach by the other, uncured for ten (10) business days after written notice.

Sections 2 (Confidentiality), 3 (Intellectual Property), 5 (Warranties), 6 (Limitation of Liability), and 9 (Governing Law) survive termination.

9. Governing law and venue

This engagement is governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The parties agree to the exclusive personal jurisdiction and venue of the state and federal courts located in Harris County, Texas, for any dispute arising out of or related to the engagement, except that either party may seek injunctive relief in any court with appropriate jurisdiction to protect its Confidential Information or intellectual property.

10. General

Entire agreement. These terms, together with the AI Diagnose intake form Client submits and any signed Statement of Work, are the entire agreement on this engagement and supersede prior discussions.

Amendments. Any change to these terms must be in writing and signed by both parties.

Severability. If any provision is held unenforceable, the rest remains in effect.

Assignment. Neither party may assign without the other's written consent, except that either party may assign to a successor by merger or acquisition.

Force majeure. Neither party is liable for delays caused by events outside its reasonable control.

Notices. Notices to Density go to [email protected]. Notices to Client go to the email address on the intake form.

Contact

Density Labs LLC
17350 State Hwy 249, Ste 220 #20807
Houston, Texas 77064, US
[email protected]