Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the D-COM website at d-com.ai (the “Site”) and the consulting, advisory, and execution services that D-COM (“Company,” “we,” “us,” or “our”) provides to clients (the “Services”).

By accessing or using the Site, you agree to be bound by these Terms and our Privacy Policy. If you engage us to perform Services, these Terms apply together with the statement of work, order form, or engagement letter we sign with you. If you are acting on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization. If you do not agree to these Terms, do not use the Site. If you have questions about these Terms, contact us at hello@d-com.ai.

1.Eligibility

You must be at least 18 years old to use the Site or engage our Services. By using the Site, you represent that you meet this requirement and that you are not barred from doing so under applicable law, including export control and sanctions laws.

2.Engagements and Statements of Work

• Services are performed under a written statement of work, order form, or engagement letter (each, an “SOW”) that defines the scope, intended outcome, duration, fees, and any client obligations for that engagement.
• Nothing on the Site is an offer to perform Services or a commitment to any particular result. No engagement exists, and neither party is bound, until both parties sign an SOW.
• Where an SOW conflicts with these Terms, the SOW controls for that engagement.
• Our Services depend on your timely cooperation, including access to the people, information, systems, and decisions the work requires. Delays or gaps in that cooperation may affect timelines, scope, and outcomes.
• We may staff engagements with our own personnel and, where the SOW permits, with partners or subcontractors. We remain responsible to you for work performed on our behalf.

3.Deliverables and the Use of AI in Our Work

3.1Deliverables

In the course of an engagement we produce reports, analyses, plans, recommendations, models, code, configurations, and other materials (collectively, “Deliverables”). We use artificial intelligence and automation tools, including third-party models, in producing Deliverables and in the solutions we build and deploy for clients.

3.2Nature of AI-Assisted Content

Where a Deliverable includes AI-generated or AI-assisted content, it is reviewed by our personnel before delivery unless the SOW states otherwise. That review does not eliminate the risks described above.

3.3Not Professional Advice

• Deliverables are business recommendations. They are not legal, medical, tax, accounting, financial, or other licensed professional advice, and should not be relied on as a substitute for that advice without independent verification by a qualified professional.
• Do not implement a Deliverable in any context where an error could cause harm to health, safety, property, or legal rights without appropriate human review and testing.
• Decisions to act on our recommendations are yours. You agree to indemnify us from any and all liability for the implementation or following of the advice provided including financial, legal and tax-related consequences that you might have experienced based on the advice provided.

3.4The Site

The Site is provided for informational purposes. We may modify, suspend, or discontinue any part of it at any time without notice. Availability commitments, if any, for systems we build or operate for you are set out in the applicable SOW.

4.Acceptable Use of the Site

You agree not to use the Site to:

• Violate any applicable law, regulation, or third-party right, including intellectual property, privacy, or publicity rights.
• Transmit content that is unlawful, defamatory, harassing, or hateful.
• Introduce malware, attempt to gain unauthorized access to our systems or those of our clients or partners, or otherwise compromise security.
• Misrepresent your identity or your authority to act for an organization.
• Use automated means, such as bots or scrapers, to access or collect content from the Site, except for standard search engine indexing.

We may investigate suspected violations and take action, including blocking access, removing content, and reporting to law enforcement where required.

5.Intellectual Property

5.1Our IP

The Site, our trademarks, and the methodologies, frameworks, templates, tools, software, and know-how we use to deliver the Services (“Background IP”) are owned by the Company and its licensors and are protected by intellectual property laws. These Terms do not grant you any rights to our trademarks, logos, or brand features except as expressly permitted.

5.2Your Materials

You retain ownership of the data, documents, systems access, and other materials you provide to us (“Client Materials”). You grant us a non-exclusive, royalty-free license to use, host, and process Client Materials solely to perform the Services and as described in our Privacy Policy. You represent that you have the rights necessary to provide them to us.

5.3Deliverables

Upon full payment of the fees due under the applicable SOW, we assign to you our rights in the Deliverables prepared specifically for you, excluding Background IP. We retain ownership of Background IP and of any general skills, knowledge, and experience gained during the engagement, and may use them for other clients. Because AI models can generate similar content for different users from similar inputs, we cannot guarantee that any Deliverable is unique or that it does not infringe third-party rights, and you are responsible for reviewing Deliverables for potential infringement before commercial use.

6.Fees and Payment

• Fees, payment schedule, and expense terms are set out in the applicable SOW.
• Unless the SOW states otherwise, invoices are payable within thirty (30) days of receipt, and fees are non-refundable except as required by law or expressly stated in the SOW.
• You are responsible for all applicable taxes, excluding taxes on our net income.
• We may suspend work on an engagement if undisputed invoices remain unpaid after written notice.

7.Partners and Third-Party Services

We work with partner firms and may incorporate or interoperate with third-party software, AI models, platforms, or integrations (“Third-Party Services”) in delivering the Services. Your use of Third-Party Services may be subject to additional terms provided by the relevant third party, and may require you to hold your own licenses or subscriptions. We are not responsible for the availability, accuracy, or practices of Third-Party Services. Links from the Site to partner websites are provided for convenience and do not imply endorsement of their content.

8.Confidentiality

Each party may receive non-public information from the other in connection with an engagement (“Confidential Information”). Each party agrees to use the other’s Confidential Information solely to perform its obligations and to protect it with the same degree of care it uses for its own confidential information, and no less than reasonable care. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, is independently developed, or is required to be disclosed by law, provided that the receiving party gives reasonable advance notice where legally permitted.

9.Disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner by personnel with appropriate skills. This is the only warranty we make.

10.Limitation of Liability

Unless the applicable SOW states otherwise, our total aggregate liability arising out of or related to an engagement will not exceed the fees paid by you to us under that SOW in the twelve (12) months preceding the event giving rise to the claim.

11.Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Site; (b) Client Materials, or your use or implementation of any Deliverable; (c) your violation of these Terms or an SOW; or (d) your violation of applicable law or third-party rights.

12.Term and Termination

You may stop using the Site at any time. Termination of an engagement is governed by the applicable SOW; unless it states otherwise, either party may terminate an engagement on thirty (30) days’ written notice, and you will pay for Services performed and expenses incurred through the effective date of termination. We may restrict or block access to the Site at any time, with or without notice, including for suspected violations of these Terms. Sections that by their nature should survive termination (including intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification) will survive.

13.Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.

14.Changes to These Terms

We may modify these Terms from time to time. We will post the updated Terms with a new “Last Updated” date and, for material changes affecting an active engagement, provide additional notice. Your continued use of the Site after the effective date constitutes acceptance of the updated Terms. Changes to these Terms do not alter a signed SOW.

15.General Provisions

These Terms, together with our Privacy Policy and any SOW, constitute the entire agreement between you and the Company regarding the Site and the Services.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any right or provision will not be considered a waiver of that right or provision.

Neither party is liable for delays or failures due to causes beyond its reasonable control.

Neither party may assign these Terms or an SOW without the other’s prior written consent, except to a successor in connection with a merger or a sale of substantially all of its assets.

We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

16.Contact Us

If you have questions about these Terms, contact us at hello@d-com.ai.

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