Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern the relationship between DREOS STUDIO LLC, a Wyoming Limited Liability Company ("DREOS STUDIO," "the Company," "we," "us," or "our") and any business, organization, or entity ("Client," "you," or "your") that engages the Company for software development, artificial intelligence, consulting, or related services (collectively, the "Services").

By signing a proposal, statement of work, invoice, or service agreement with DREOS STUDIO, or by otherwise engaging the Company to perform work, you agree to be bound by these Terms in full. If you do not agree with any part of these Terms, you should not engage our Services.

These Terms apply to all business clients. DREOS STUDIO does not offer consumer-facing services, and nothing in these Terms should be construed as creating a consumer relationship. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Client" refers to that entity.

2. Definitions

For clarity throughout these Terms, the following definitions apply:

• "Deliverables" means the source code, documentation, designs, and other work product created by DREOS STUDIO specifically for the Client under a Project Agreement.
• "Project Agreement" means any proposal, statement of work, quote, invoice, or other written document setting out the specific scope, timeline, and pricing for an engagement.
• "Services" means the software development, AI, consulting, and related services described in Section 3.
• "Confidential Information" has the meaning given in our Confidentiality Policy.
• "Maintenance" means the ongoing monthly support services described in Section 10.
• "Business Day" means Monday through Friday, excluding U.S. federal holidays.

3. Who We Are

DREOS STUDIO is a software engineering and artificial intelligence company specializing in the design, development, deployment, maintenance, and scaling of custom software solutions for businesses. Our services span AI automation, AI agents, AI consulting, custom software development, SaaS development, web and mobile applications, API development, cloud infrastructure, DevOps, and related technical consulting.

We work exclusively with businesses, startups, SaaS companies, enterprises, and agencies. We do not provide services directly to individual consumers for personal, family, or household purposes.

4. Scope of Services

4.1 Individually Scoped Engagements

Every engagement with DREOS STUDIO is individually scoped and quoted based on the Client's specific requirements. The scope of work, Deliverables, timeline, and price for a given project will be set out in the applicable Project Agreement. In the event of any conflict between these Terms and a signed Project Agreement, the Project Agreement will govern with respect to project-specific details, while these Terms will continue to govern the general relationship.

4.2 Categories of Services

Services offered by DREOS STUDIO may include, without limitation:

• Artificial Intelligence: AI automation, AI agents, AI consulting, AI workflow design, Retrieval-Augmented Generation (RAG) systems, AI integrations, LLM applications, AI chatbots, and AI-driven business process automation.
• Software Engineering: Custom software development, SaaS development, web applications, mobile applications, internal business platforms, enterprise software, CRM systems, dashboards, and admin panels.
• Engineering Infrastructure: API development and integrations, cloud infrastructure, DevOps, CI/CD pipelines, deployment, performance optimization, and database design.
• Consulting: Technical consulting, software architecture review, AI strategy, and digital transformation advisory.
• Ongoing Services: Monthly maintenance, monitoring, performance improvements, scaling, feature development, bug fixes, security updates, and infrastructure management.

4.3 Changes in Scope

Any request to change, add to, or reduce the agreed scope of a project must be submitted in writing. Scope changes may result in revised pricing, revised timelines, or both. DREOS STUDIO is under no obligation to begin work on an out-of-scope request until a revised Project Agreement or written change order has been agreed to by both parties. Where a Client requests a change that would meaningfully affect an already-quoted milestone, DREOS STUDIO will provide a written estimate of the additional time and cost before proceeding.

5. Engagement Process

1. Inquiry and Discovery. The Client shares project requirements, goals, and constraints with DREOS STUDIO.
2. Proposal and Quote. DREOS STUDIO provides a proposal outlining scope, Deliverables, timeline, and pricing.
3. Agreement and Deposit. The Client signs the Project Agreement and submits the required upfront payment.
4. Development. DREOS STUDIO begins work according to the agreed scope and timeline.
5. Milestones and Review. The Client reviews Deliverables at agreed milestones and provides feedback within the review period specified in the Project Agreement.
6. Acceptance Testing. Where a Project Agreement specifies a testing or acceptance period, the Client will evaluate the relevant Deliverable against the agreed specifications and either approve it or provide specific, written feedback describing any discrepancy from those specifications.
7. Completion and Final Payment. Upon final delivery and payment in full, ownership of Deliverables transfers to the Client as described in Section 9.
8. Post-Launch Support (Optional). The Client may opt into ongoing monthly maintenance as described in Section 10.

6. Pricing

Pricing for DREOS STUDIO's Services is not fixed or published, as every project is individually quoted based on its complexity, scope, required integrations, infrastructure needs, timeline, and ongoing maintenance requirements. As a general guide, typical project engagements range from USD $2,000 to $10,000 or more, depending on the factors described above. Enterprise or highly complex engagements may exceed this range. All final pricing will be confirmed in writing in the applicable Project Agreement before work begins, and DREOS STUDIO will not silently increase agreed pricing mid-project absent an approved scope change.

7. Payment Terms

7.1 Upfront Deposit

A minimum upfront payment of 30% of the total project value is required before any development work begins. This deposit secures the Client's place in our development schedule and covers initial planning, architecture, and setup work.

7.2 Milestone and Phase Payments

The remaining balance is payable according to a milestone-based schedule, project-phase schedule, or other custom payment schedule agreed upon in the Project Agreement. Payment schedules vary by project and will be clearly outlined before work begins.

7.3 No Work Without Payment

DREOS STUDIO will not commence development work, and is not obligated to continue work already in progress, until the applicable payment has been received and cleared. Delays in payment may result in corresponding delays to the project timeline, for which DREOS STUDIO bears no responsibility.

7.4 Invoicing and Late Payments

Invoices are due upon receipt unless otherwise stated in the Project Agreement. Late payments may result in a pause of active work, suspension of access to Deliverables or infrastructure, and/or the application of late fees as specified in the applicable invoice or Project Agreement. Repeated late payment may be treated as a material breach of these Terms and grounds for termination under Section 18.

7.5 Accepted Payment Methods

Payment methods accepted by DREOS STUDIO will be specified on the applicable invoice and may include bank transfer, ACH, wire transfer, or third-party payment processors. DREOS STUDIO does not directly store full payment card details; such payments are handled by our third-party payment processors, subject to their own security and privacy practices.

7.6 Taxes

All fees are exclusive of applicable taxes, duties, or governmental charges unless otherwise stated. The Client is responsible for any such taxes, other than taxes based on DREOS STUDIO's net income.

8. Client Responsibilities

To enable timely and successful delivery, the Client agrees to:

• Provide timely, accurate, and complete information, content, credentials, and feedback required for the project.
• Designate a primary point of contact with authority to make decisions on the Client's behalf.
• Review Deliverables and provide feedback within a reasonable time frame, as specified in the Project Agreement or our Service Level Agreement.
• Ensure that any content, data, or materials provided to DREOS STUDIO do not infringe the rights of any third party.
• Maintain the confidentiality of any credentials, staging environments, or systems shared by DREOS STUDIO during the engagement.
• Maintain its own reasonable data backup practices for any systems it operates independently of DREOS STUDIO's management.

Delays caused by the Client's failure to meet these responsibilities may extend project timelines and will not be considered a breach by DREOS STUDIO.

9. Timelines and Delivery

Estimated timelines are provided in good faith based on the scope defined at the time of the Project Agreement and are not guaranteed delivery dates unless expressly stated as such. Timelines may be affected by factors including, but not limited to, delayed Client feedback, scope changes, third-party service outages, or unforeseen technical complexity. DREOS STUDIO will communicate promptly with the Client regarding any material changes to the expected timeline.

10. Ownership and Intellectual Property

10.1 Ownership Pending Payment

DREOS STUDIO retains full ownership of all source code, repositories, documentation, infrastructure configurations, and other Deliverables created in connection with a project until all invoices related to that project have been paid in full. During this period, the Client may be granted limited access to Deliverables for review purposes only, and such access does not constitute a transfer of ownership or license to use the Deliverables in production.

10.2 Transfer Upon Full Payment

Upon receipt of payment in full for a given project, ownership of the applicable Deliverables — including source code, repositories, documentation, and related assets created specifically for that project — transfers to the Client, subject to any third-party licenses, open-source components, or pre-existing DREOS STUDIO tools incorporated into the Deliverables, which remain governed by their respective license terms.

10.3 Internal Tools and Pre-Existing IP

DREOS STUDIO retains ownership of all internal tools, frameworks, libraries, templates, methodologies, and proprietary systems developed prior to or independently of a specific Client engagement, even if such tools are used in the delivery of Services. Nothing in these Terms transfers ownership of DREOS STUDIO's internal tools or general know-how to any Client.

10.4 Further Detail

Additional detail regarding intellectual property ownership, licensing, and permitted use is set out in our separate Intellectual Property Policy, which is incorporated into these Terms by reference.

11. Maintenance and Ongoing Services

11.1 Availability

Following project completion, Clients may opt into a monthly maintenance plan covering bug fixes, monitoring, scaling support, feature improvements, optimization, and general technical support.

11.2 Billing

Maintenance is billed on a recurring monthly basis. Fees, scope, and response expectations for maintenance services are described in the applicable maintenance agreement or our Service Level Agreement (SLA).

11.3 Cancellation

Clients may cancel maintenance services by providing 15 days' written notice to DREOS STUDIO. Maintenance fees already billed for the current period are non-refundable, as described in our Refund Policy.

11.4 Scope of Maintenance

Maintenance covers issues and improvements within the original scope of the delivered system. Requests that constitute new feature development beyond routine improvements, or a materially expanded scope, may be quoted and billed separately.

12. Confidential Information

In the course of an engagement, DREOS STUDIO may receive access to Client business documents, credentials, API keys, cloud infrastructure, source code, financial information, and other proprietary business information. All such information is treated as confidential in accordance with our Confidentiality Policy, which is incorporated into these Terms by reference. DREOS STUDIO implements reasonable administrative and technical safeguards to protect Client confidential information but cannot guarantee absolute security, as further described in ourSecurity Policy.

13. Artificial Intelligence Disclaimer

Certain Services provided by DREOS STUDIO involve the use, integration, or development of artificial intelligence systems, including large language models and related technologies. The Client acknowledges and agrees that:

• AI systems may generate inaccurate, incomplete, biased, or otherwise imperfect results, commonly referred to as "hallucinations."
• The behavior and output of AI models may change over time, including as a result of updates made by third-party AI providers outside of DREOS STUDIO's control.
• AI-powered systems built or integrated by DREOS STUDIO may depend on third-party AI infrastructure and are subject to the availability, pricing, and policy changes of those providers.
• The Client remains responsible for reviewing, validating, and approving any AI-generated outputs before relying on them for business-critical decisions, especially in regulated or high-stakes contexts.

Further detail is provided in our separate AI Services Terms, which is incorporated into these Terms by reference for any project involving AI components.

14. Third-Party Services and Dependencies

Projects delivered by DREOS STUDIO may rely on third-party services, including cloud providers, AI APIs, payment processors, hosting providers, open-source software, and other third-party integrations. DREOS STUDIO selects reputable third-party providers where possible but is not responsible for outages, price changes, policy changes, deprecations, security incidents, or discontinuation of service by any third-party provider. Where a third-party dependency materially affects a project, DREOS STUDIO will make commercially reasonable efforts to notify the Client and propose alternatives.

15. Communication

Project communication may take place through email, Slack, Microsoft Teams, Discord, WhatsApp, Telegram, Google Meet, or Zoom, depending on Client preference and mutual agreement. Formal notices under these Terms (such as termination or cancellation notices) must be provided in writing via email to ensure a clear record, even if day-to-day communication occurs through other channels.

16. Warranties and Disclaimers

16.1 Limited Warranty

DREOS STUDIO warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

16.2 Disclaimer of Further Warranties

Except as expressly stated in these Terms or in a Project Agreement, Services and Deliverables are provided "as is" and "as available," without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. DREOS STUDIO does not warrant that software will be entirely free of defects, that it will operate without interruption, or that all AI-generated outputs will be accurate.

Additional disclaimers applicable to all Services are set out in our separateDisclaimer page, which is incorporated into these Terms by reference.

17. Limitation of Liability

To the maximum extent permitted by applicable law, DREOS STUDIO's total liability arising out of or relating to these Terms or any Project Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Client to DREOS STUDIO for the specific project giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim.

In no event shall DREOS STUDIO be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or business interruption, even if advised of the possibility of such damages.

Nothing in these Terms limits liability that cannot be limited under applicable Wyoming or federal law.

18. Indemnification

The Client agrees to indemnify and hold harmless DREOS STUDIO, its members, officers, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of: (a) the Client's breach of these Terms; (b) content, data, or materials provided by the Client that infringe the rights of a third party; or (c) the Client's misuse of Deliverables or AI-generated outputs.

19. Termination

19.1 Termination for Convenience

Either party may terminate an active Project Agreement upon written notice, subject to any minimum notice periods specified in that Project Agreement. Fees for work performed and milestones completed prior to termination remain payable.

19.2 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

19.3 Effect of Termination

Upon termination, the Client remains responsible for payment of all fees for work performed up to the termination date. Ownership of Deliverables transfers only upon payment in full, consistent with Section 10.

20. Independent Contractor Relationship; Subcontracting

DREOS STUDIO provides Services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between DREOS STUDIO and the Client. DREOS STUDIO may engage subcontractors or additional personnel to assist in delivering the Services, provided that such individuals are bound by confidentiality obligations consistent with our Confidentiality Policy. DREOS STUDIO remains responsible for the quality of work delivered by any subcontractor it engages.

21. Non-Solicitation

During the term of an engagement and for twelve (12) months following its completion or termination, the Client agrees not to directly solicit for hire any DREOS STUDIO personnel or subcontractor who was materially involved in delivering the Client's project, without DREOS STUDIO's prior written consent. This provision does not apply to general public job postings not specifically targeted at DREOS STUDIO personnel.

22. Force Majeure

Neither party shall be liable for delays or failure to perform obligations under these Terms resulting from causes beyond its reasonable control, including but not limited to natural disasters, acts of government, internet or infrastructure outages, third-party service failures, labor disputes, or other events of force majeure.

23. Dispute Resolution

The parties agree to first attempt to resolve any dispute arising out of these Terms through good-faith negotiation between authorized representatives. If a dispute is not resolved within thirty (30) days of written notice of the dispute, either party may pursue any remedy available at law or in equity, subject to the governing law and jurisdiction provisions of Section 24. Nothing in this Section prevents either party from seeking urgent injunctive relief where necessary to prevent irreparable harm, including in connection with a breach of confidentiality or intellectual property rights.

24. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflict-of-law principles. Any disputes arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Wyoming, and each party consents to personal jurisdiction in such courts.

25. Assignment

The Client may not assign or transfer its rights or obligations under these Terms without the prior written consent of DREOS STUDIO. DREOS STUDIO may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

26. Notices

All formal notices required under these Terms must be in writing and delivered by email to the address on file for the receiving party, and will be deemed given upon confirmation of receipt or, absent such confirmation, one business day after being sent.

27. Waiver

The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of that provision or of the right to enforce it at a later time.

28. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

29. Survival

Provisions of these Terms that by their nature should survive termination — including those relating to ownership, confidentiality, payment obligations, limitation of liability, indemnification, and dispute resolution — will survive the termination or expiration of an engagement.

30. Entire Agreement

These Terms, together with any applicable Project Agreement and the additional policies incorporated by reference (Privacy Policy, Refund Policy, Confidentiality Policy, Intellectual Property Policy, AI Services Terms, SLA, Security Policy, and Disclaimer), constitute the entire agreement between the Client and DREOS STUDIO with respect to the subject matter herein, and supersede any prior agreements or understandings, whether written or oral.

31. Changes to These Terms

DREOS STUDIO may update these Terms from time to time to reflect changes in our Services, legal requirements, or business practices. Material changes will be communicated to active Clients. Continued engagement of our Services after such changes take effect constitutes acceptance of the updated Terms.

32. Contact

Questions regarding these Terms of Service should be directed to: