Terms

Master Service Agreement: Terms & Conditions

Last Updated: October 04, 2025

1. Scope of Services

Denika Ghoston LLC (“Company”) provides bespoke Artificial Intelligence development, including but not limited to custom AI tutors, automated assessment systems, and predictive analytics dashboards. Specific deliverables, timelines, and fees will be outlined in a separate Statement of Work (SOW) for each project.

2. Client Obligations & Data Privacy (FERPA)

  • Educational Records: Client acknowledges that the Company may have access to “Education Records” as defined by the Family Educational Rights and Privacy Act (FERPA).

  • School Official Status: For the purposes of this Agreement, Company is designated as a “School Official” with a legitimate educational interest. Company agrees to comply with all FERPA requirements and will not re-disclose personally identifiable information (PII) without prior written consent.

  • Data Minimization: Client agrees to provide only the minimum student data necessary for the AI model to function as intended.

3. Intellectual Property (IP) Rights

  • Client Data: The Client retains all rights, title, and interest in and to all data provided to the Company.

  • Company IP: Company retains ownership of all “Background IP” (pre-existing code, algorithms, and proprietary AI frameworks) used to develop the deliverables.

  • Deliverables: Upon full payment of all fees, the Company grants the Client a non-exclusive, perpetual, world-wide license to use the specific custom-built software for its intended institutional purpose.

4. Fees, Invoicing, and Payment

  • Payment Schedule: Unless otherwise noted in the SOW, payments are structured as follows:

    • 30% Initial Deposit: Required to commence work.

    • 40% Milestone Payment: Due upon delivery of the MVP (Minimum Viable Product).

    • 30% Final Payment: Due upon final deployment and acceptance.

  • Late Fees: Payments outstanding beyond thirty (30) days will incur a late fee of 1.5% per month.

5. Independent Contractors

Client acknowledges that the Company may engage specialized third-party independent contractors (e.g., AI Engineers, Data Scientists) to fulfill technical requirements. Company remains solely responsible for the performance of these contractors and the quality of the final deliverables.

6. Disclaimers & Limitation of Liability

  • AI Nature: Client acknowledges that AI systems are probabilistic and may occasionally produce inaccurate or “hallucinated” outputs. Company provides a warranty of professional service but does not guarantee that AI outputs will be 100% error-free.

  • Human Oversight: Client is responsible for implementing human-in-the-loop oversight for all AI-generated grades or student interventions.

  • Liability Cap: To the maximum extent permitted by law, Company’s total liability for any claim arising out of this Agreement shall not exceed the total fees paid by the Client in the twelve (12) months preceding the claim.

7. Indemnification

  • By Company: Company shall indemnify Client against third-party claims that the Deliverables infringe on a valid U.S. patent or copyright.

  • By Client: Client shall indemnify Company against claims arising from the Client’s misuse of student data or violation of privacy laws (FERPA/COPPA).

8. Termination

Either party may terminate this Agreement with thirty (30) days’ written notice. In the event of termination, the Client shall pay for all work completed up to the termination date.