Terms of Service

1.1 Phase 1: Forensic Diagnostic Audit

• Diagnostic Audits are fixed-scope, standalone assessments of the Client's codebase, architecture, infrastructure, and security posture.
• Payment: 100% upfront payment is required prior to project kickoff and repository ingestion.
• Deliverable: A comprehensive, written Technical Health Report detailing prioritized vulnerabilities, architectural bottlenecks, and itemized remediation estimates.
• Ownership: The Client owns the delivered Technical Health Report outright and incurs no obligation to retain BKX Labs for implementation or remediation.

1.2 Phase 2: Rescue Protocol & Engineering Implementation

• Implementation, triage, refactoring, and modernization work are governed strictly by a mutually executed Statement of Work ("SOW") and Master Services Agreement ("MSA").
• Estimates published on the website or marketing materials are non-binding; the formal scope, timeline, milestones, and deliverables are exclusively defined within the executed SOW.

2.1 Phase-Gated Rescue Payment Structure

Unless explicitly altered in a signed SOW, all Rescue Protocol engagements follow a milestone-gated payment schedule:

• Milestone 1 (30% Upfront Commitment): Invoiced upon SOW execution prior to team deployment, repository staging setup, and initial triage.
• Milestone 2 (35% Staging Verification): Invoiced upon deployment to an isolated staging environment and successful validation against SOW acceptance criteria and automated test suites.
• Milestone 3 (35% Final Deployment & Handover): Invoiced upon production promotion, final sign-off, and initiation of the 30-Day Defect Warranty.

2.2 Payment Terms & Non-Refundability

• Invoices are due upon receipt or within the net terms specified in the SOW.
• Milestone payments represent dedicated engineering resource allocation and completed forensic/development phases; milestone payments are non-refundable once the associated milestone phase has commenced.

3.1 Staging Environment & Continuous Visibility

• BKX Labs performs all triage, refactoring, and development on isolated staging branches or dedicated staging environments. Production environments are never modified directly without explicit Client sign-off.
• The Client is granted continuous read access to the designated development/staging repository branches throughout the project lifecycle to ensure full transparency.

3.2 Intellectual Property Assignment

• Background IP: BKX Labs retains all right, title, and interest in its pre-existing proprietary tools, scripts, automated testing harnesses, and generic utility libraries. BKX Labs grants the Client a perpetual, non-exclusive, royalty-free license to use any Background IP embedded in the deliverables.
• Custom Deliverables: Upon full settlement of all milestone invoices outlined in the SOW, BKX Labs assigns to the Client all right, title, and interest (including worldwide intellectual property and copyright) in the custom code, architecture runbooks, and documentation authored specifically for the Client under that SOW.

4.1 Objective Acceptance Testing

• Each SOW must contain objective, measurable acceptance criteria (e.g., passing unit/integration suites, specific response-time latency under simulated load, error-free staging build pipelines).
• Upon notification of milestone completion, the Client has five (5) business days ("Review Period") to verify the deliverables against the SOW acceptance criteria.

4.2 Deemed Acceptance

• If the Client does not submit a written rejection specifying non-conformities within the Review Period, or promotes the delivered code to a live production environment, the milestone is deemed accepted.

5.1 Scope of the 30-Day Defect Warranty

BKX Labs provides a thirty (30) calendar day warranty starting immediately upon execution of the Final Handover Sign-off or production deployment. This warranty covers the following at no additional cost:

• Direct regressions introduced exclusively into files or modules created or modified by BKX Labs under the SOW.
• Failure of modified code to satisfy the explicit, written acceptance criteria defined in the SOW.

5.2 Exclusions & Billable Support Demarcation

The following items are strictly excluded from warranty coverage and will be billed at BKX Labs' standard engineering hourly rates:

• Pre-existing legacy defects located in untouched or out-of-scope modules.
• Infrastructure, hosting, network, or third-party service failures (e.g., AWS downtime, third-party API breaking changes, DNS misconfigurations).
• Any defect or regression resulting from code modifications made by the Client's internal team, third-party contractors, or external automated systems after handover. Any unauthorized modification to remediated code immediately voids the warranty for that specific module.
• New feature requests, scope changes, performance optimizations beyond SOW thresholds, or major framework version upgrades.

6.1 Provisioning of Access

• The Client is solely responsible for providing isolated staging credentials, code repository access, API sandbox keys, and sanitized test data.
• The Client must NOT provide raw, un-sanitized Personally Identifiable Information (PII), protected health data (PHI), or live production payment credentials unless explicitly agreed under a signed Data Processing Addendum (DPA).

6.2 Backups and Recovery

• While BKX Labs implements safety branches and staging pipelines, the Client maintains the ultimate obligation to maintain independent, restorable backups of its production databases, source code, and infrastructure prior to any deployment.

7.1 Express Warranty Disclaimer

• Except as expressly provided in these Terms or an executed SOW, services and tools are provided "AS IS." BKX Labs disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

7.2 Aggregate Liability Cap

• To the maximum extent permitted by applicable law, in no event shall BKX Labs, its directors, employees, or contractors be liable for any indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, revenue, or business interruption).
• The total aggregate liability of BKX Labs arising out of or related to any engagement shall not exceed the total fees actually paid by the Client to BKX Labs under the specific SOW or Invoice giving rise to the claim during the three (3) months preceding the incident.

8.1 Protection of Confidential Information

• Both parties agree to hold all proprietary codebases, trade secrets, architectural schematics, financial terms, and business logic in strict confidence, applying at least the degree of care used to protect their own confidential data (and no less than reasonable care).

8.2 Permitted Disclosures

• Confidential information may be disclosed only to employees, vetted contractors, and legal/financial advisors who need to know such information for the execution of the SOW and who are bound by confidentiality obligations at least as restrictive as these Terms.

9.1 Termination for Convenience

• Either party may terminate an SOW upon fourteen (14) days' prior written notice. Upon termination, the Client shall immediately pay BKX Labs for all work performed and milestone progress achieved up to the effective date of termination.

9.2 Termination for Cause

• Either party may terminate immediately if the other party breaches a material provision of these Terms or the SOW and fails to cure such breach within ten (10) business days of receiving written notice.

10.1 Applicable Law & Arbitration

• These Terms and any related agreements shall be governed by and construed in accordance with the laws of the jurisdiction specified in your signed SOW (or, in the absence of a specific clause, the laws of Delaware, USA, or the operating jurisdiction of BKX Labs), without regard to conflict of law principles.
• Any dispute arising under these Terms shall be resolved first via good-faith executive mediation, and if unresolved, through binding arbitration under standard commercial arbitration rules.