Terms of Service

“Company,” “DSHG Sonic,” “we,” “our,” or “us” means DSHG Sonic LLC, a Florida limited liability company.

“Website” means dshgsonic.com and any subdomains, landing pages, applications, portals, digital properties, or online resources owned or operated by DSHG Sonic.

“Services” means all products and professional services offered by DSHG Sonic, including but not limited to software development, artificial intelligence solutions, consulting, automation, startup studio engagements, technical advisory services, cloud engineering, mobile application development, web application development, integrations, maintenance, and related professional services.

“User,” “you,” or “your” means any individual or legal entity accessing or using the Website or Services.

“Client” means any individual or organization that enters into a commercial engagement with DSHG Sonic through a proposal, statement of work, master services agreement, startup studio agreement, consulting agreement, or similar written contract.

“Content” means all text, graphics, logos, software, source code, documentation, media, designs, user interfaces, trademarks, service marks, databases, and other materials available through the Website or Services.

“AI Services” means any artificial intelligence, machine learning, automation, large language model (LLM), retrieval-augmented generation (RAG), agentic workflow, prompt engineering, or related technologies developed, integrated, or provided by DSHG Sonic.

By accessing or using our Website or Services, you represent and warrant that:

• You are at least eighteen (18) years of age or otherwise possess the legal capacity to enter into binding agreements.
• If acting on behalf of a company or organization, you have the authority to bind that organization to these Terms.
• You will use the Website and Services only for lawful purposes.
• Your use of the Website and Services complies with all applicable laws and regulations.

If you do not satisfy these requirements, you must not use the Website or Services.

DSHG Sonic is an AI-native startup studio providing technology consulting, software engineering, and artificial intelligence solutions for businesses. Our services may include, but are not limited to:

• Artificial Intelligence Engineering
• Custom Software Development
• Web Application Development
• Mobile Application Development
• SaaS Product Development
• Startup Studio Services
• Product Strategy
• Fractional CTO Services
• Technical Due Diligence
• Automation Solutions
• AI Agent Development
• Workflow Automation
• Cloud Infrastructure & DevOps
• API Development & Systems Integration
• Technical Consulting
• MVP Design and Development
• Software Modernization
• Ongoing Maintenance & Support
• Data Engineering
• AI Model Integration
• Prompt Engineering
• Business Process Automation

Descriptions of services published on our Website are for general informational purposes only and do not constitute a legally binding offer. All commercial engagements are governed by separate written agreements.

Any proposal, estimate, quotation, roadmap, timeline, or statement of work provided by DSHG Sonic is intended solely for evaluation and discussion unless expressly incorporated into a signed written agreement. Unless otherwise stated in writing:

• Proposals are non-binding.
• Estimates are based upon information available at the time prepared.
• Timelines may change based on project complexity, client responsiveness, evolving requirements, third-party dependencies, or unforeseen technical challenges.
• Pricing may change prior to execution of a written agreement.

Successful software development and AI implementation require active collaboration. Clients agree to:

• Provide accurate, complete, and timely information.
• Designate appropriate project contacts and decision-makers.
• Provide required credentials, API keys, cloud accounts, assets, licenses, and access necessary to perform the Services.
• Review deliverables and provide timely feedback.
• Obtain all necessary rights, permissions, and licenses for materials supplied to DSHG Sonic.
• Ensure that information provided does not violate applicable law or third-party rights.
• Maintain the confidentiality of credentials issued to them.
• Comply with all applicable laws and regulations relating to their business and intended use of the Services.

DSHG Sonic shall not be responsible for delays, increased costs, or project impacts resulting from incomplete information, delayed approvals, unavailable resources, inaccurate requirements, or changes requested after work has commenced.

Users agree not to use the Website or Services to:

• Violate any applicable law or regulation.
• Infringe the intellectual property rights of others.
• Transmit malicious software, malware, ransomware, spyware, or harmful code.
• Interfere with or disrupt our systems or networks.
• Attempt to gain unauthorized access to our infrastructure, software, or data.
• Engage in phishing, fraud, deception, or identity theft.
• Scrape, harvest, or systematically extract Website content without prior written permission.
• Reverse engineer, decompile, or attempt to discover proprietary software except where permitted by applicable law.
• Distribute unlawful, defamatory, abusive, threatening, discriminatory, or obscene content.
• Circumvent security controls or authentication mechanisms.
• Knowingly submit false, misleading, or fraudulent information.

Certain Services provided by DSHG Sonic incorporate artificial intelligence technologies. AI Services may include content generation, workflow automation, code generation, intelligent document processing, conversational interfaces, predictive recommendations, and other AI-assisted functionality.

Artificial intelligence is intended to augment — not replace — human expertise. Users acknowledge and agree that:

• AI-generated outputs may contain inaccuracies, omissions, inconsistencies, or unexpected results.
• AI outputs should be reviewed and validated before being relied upon.
• DSHG Sonic does not guarantee that AI-generated outputs will always be accurate, complete, or suitable for every use case.
• Clients remain responsible for reviewing AI-generated outputs before using them in operational, financial, legal, regulatory, medical, engineering, or other business-critical contexts.

We strive to maintain continuous availability of our Website and online resources. However, we do not guarantee uninterrupted or error-free operation. Access may be suspended or interrupted due to scheduled maintenance, software updates, security events, infrastructure failures, third-party service interruptions, internet connectivity issues, force majeure events, or circumstances beyond our reasonable control.

By communicating with DSHG Sonic electronically — including through email, contact forms, scheduling platforms, messaging services, or other digital channels — you consent to receive communications electronically. Electronic communications satisfy any legal requirement that such communications be in writing, except where prohibited by applicable law.

All intellectual property associated with the Website and Services — including text, graphics, logos, branding, software, source code, documentation, designs, user interfaces, workflows, databases, AI prompts, automation methodologies, development frameworks, and other proprietary materials — is owned by DSHG Sonic or its licensors unless otherwise expressly stated.

You may not, without our prior written consent:

• Copy, reproduce, distribute, or publish Website content.
• Modify or create derivative works based upon our content or software.
• Reverse engineer or attempt to discover proprietary implementations except where expressly permitted by applicable law.
• Remove copyright, trademark, or proprietary notices.
• Use our trademarks, branding, or marketing materials in a manner suggesting endorsement or partnership without authorization.

Unless expressly agreed otherwise in writing:

The client retains ownership of:

• Original business information
• Client-provided content
• Client-owned trademarks
• Client-owned datasets
• Client-owned confidential information

DSHG Sonic retains ownership of:

• Proprietary development methodologies
• Internal frameworks
• AI workflows
• Prompt engineering methodologies
• Development processes
• Reusable software components
• Libraries and utilities
• APIs developed independently of the engagement
• Internal automation tools
• Templates and documentation standards
• Internal deployment pipelines
• Know-how and trade secrets
• Improvements to pre-existing DSHG Sonic intellectual property

To perform the Services, clients grant DSHG Sonic a non-exclusive, worldwide, royalty-free license during the engagement to access, use, reproduce, modify, transmit, and process client-provided materials solely for the purpose of delivering the agreed Services. This license automatically terminates upon completion or termination of the engagement except to the extent retention is required by law, contractual obligations, backup systems, or legitimate business recordkeeping.

Unless otherwise governed by a separate confidentiality agreement, both parties agree to use commercially reasonable efforts to protect confidential information disclosed during the course of an engagement. Confidential information may include, but is not limited to: business plans, product ideas, financial information, source code, technical architecture, software designs, APIs, product roadmaps, customer information, internal documentation, AI prompts, AI workflows, proprietary algorithms, research materials, and trade secrets.

Many of DSHG Sonic's solutions incorporate artificial intelligence technologies. Depending upon the engagement, AI functionality may include LLMs, RAG, AI Agents, Machine Learning, Workflow Automation, Computer Vision, Natural Language Processing, Voice Processing, Predictive Analytics, Recommendation Engines, Intelligent Search, and Knowledge Management Systems.

DSHG Sonic reserves the right to improve, replace, update, or modify AI providers, orchestration frameworks, infrastructure, prompts, workflows, and implementation methodologies where appropriate to improve security, reliability, compliance, maintainability, or performance.

Our Services may rely upon products or services provided by independent third parties including cloud hosting providers, AI model providers, authentication providers, payment processors, email providers, analytics platforms, database providers, scheduling platforms, communication providers, and infrastructure providers. These third-party services are governed by their own terms and privacy policies. DSHG Sonic is not responsible for service interruptions, API changes, pricing changes, feature deprecations, or security incidents occurring solely within third-party environments.

Certain solutions developed by DSHG Sonic may include open-source software components licensed under their respective open-source licenses. Nothing in these Terms limits or overrides the rights and obligations associated with applicable open-source licenses.

From time to time, DSHG Sonic may offer features identified as Beta, Preview, Experimental, Early Access, Pilot Programs, or Proof of Concept. Unless expressly agreed otherwise in writing, Beta Services are provided “AS IS” without any additional warranties. Features may contain errors, change without notice, or be discontinued.

If you voluntarily submit feedback, recommendations, feature requests, enhancement ideas, or other suggestions, you agree that DSHG Sonic may use, modify, implement, publish, commercialize, or otherwise utilize such feedback without restriction or obligation to provide compensation or attribution. This provision does not grant DSHG Sonic ownership of your confidential information or proprietary business materials.

Unless otherwise prohibited by a written agreement, DSHG Sonic may identify a client by name and logo as a customer on our Website, marketing materials, presentations, proposals, or client lists after the engagement has commenced. We will not disclose confidential project information without prior written authorization. Clients may request removal from public marketing materials by submitting a written request to DSHG Sonic.

Unless otherwise restricted by a written confidentiality agreement, DSHG Sonic may include completed public-facing work within its professional portfolio for the purpose of demonstrating experience and capabilities. We will not publicly disclose confidential source code, proprietary algorithms, unpublished product information, trade secrets, or other confidential client materials without authorization.

Unless expressly agreed otherwise in writing, DSHG Sonic performs all Services as an independent contractor. Nothing contained in these Terms or any engagement shall be construed as creating an employer-employee relationship, a partnership, a joint venture, a fiduciary relationship, or an agency relationship between the parties.

Fees for professional services are governed by the applicable proposal, Statement of Work, Master Services Agreement, or other written agreement. Unless otherwise agreed in writing, invoices are due according to the payment terms stated in the applicable agreement. Late payments may result in suspension of work, delayed project delivery, withholding of deliverables, termination of the engagement, or referral to collections where appropriate.

Any requested change that materially affects project scope, deliverables, timelines, architecture, integrations, infrastructure, staffing, testing, deployment, or ongoing maintenance may require a revised proposal, change order, updated Statement of Work, revised pricing, or adjusted project timeline. DSHG Sonic is under no obligation to perform work outside the agreed scope until such changes are mutually approved.

Unless otherwise specified within a written agreement, deliverables shall be deemed accepted if no material deficiencies are reported within the agreed review period. Requests for revisions should be communicated promptly. Additional revisions outside the agreed scope may constitute new billable work.

Nothing provided by DSHG Sonic constitutes legal advice, accounting advice, financial advice, investment advice, tax advice, medical advice, engineering certification, regulatory compliance certification, or cybersecurity certification. Clients remain responsible for obtaining advice from appropriately licensed professionals where required.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE, SOFTWARE, AI SERVICES, PROFESSIONAL SERVICES, CONTENT, DELIVERABLES, AND ALL RELATED MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DSHG SONIC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY, PERFORMANCE, AND ERROR-FREE OPERATION.

TO THE FULLEST EXTENT PERMITTED BY LAW, DSHG SONIC, ITS MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING FROM WEBSITE USE SHALL NOT EXCEED THE GREATER OF ONE THOUSAND U.S. DOLLARS (USD $1,000) OR THE AMOUNT PAID TO DSHG SONIC FOR THE SPECIFIC WEBSITE-RELATED SERVICE GIVING RISE TO THE CLAIM.

You agree to defend, indemnify, and hold harmless DSHG Sonic, its officers, members, employees, contractors, affiliates, licensors, and service providers from and against any claims, liabilities, damages, losses, costs, expenses, or reasonable attorneys' fees arising from your violation of these Terms, your misuse of the Website or Services, your violation of applicable law, materials provided by you, infringement of third-party intellectual property rights resulting from materials supplied by you, or your negligent or intentional misconduct.

DSHG Sonic reserves the right to suspend access to the Website or Services, with or without prior notice, where reasonably necessary to protect our systems, protect client information, investigate suspected misconduct, comply with legal obligations, address security threats, perform maintenance, respond to payment defaults, or prevent fraud or abuse.

We reserve the right to terminate or restrict access to the Website or Services at any time where these Terms are violated, unlawful activity is suspected, payment obligations remain outstanding, continued service presents legal, regulatory, or security risks, required third-party services become unavailable, or continuation of the engagement becomes commercially impracticable.

DSHG Sonic shall not be liable for any delay or failure to perform resulting from events beyond our reasonable control, including natural disasters, hurricanes, floods, fires, pandemics, epidemics, labor disputes, governmental actions, civil unrest, acts of terrorism, cyberattacks, internet failures, cloud provider outages, utility failures, supply chain disruptions, failures of third-party infrastructure, or acts of God.

These Terms and any dispute arising out of or relating to the Website, Services, or these Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

We encourage parties to resolve disputes efficiently and in good faith. If a dispute arises, both parties agree to first attempt to resolve the matter informally for a period of at least thirty (30) days before initiating arbitration or litigation.

Except where prohibited by applicable law, any dispute that cannot be resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Arbitration shall take place in Sarasota County, Florida. The arbitrator's decision shall be final and binding.

DSHG Sonic LLC is a Florida limited liability company. The following brands currently operate under or are affiliated with DSHG Sonic LLC:

DSHG Sonic

Operated by DSHG Sonic LLC.

A Digital Agency

A registered fictitious name (DBA) of DSHG Sonic LLC.

AI Virtual Ops

A registered fictitious name (DBA) of DSHG Sonic LLC.

Podcast Inc

Operated by Podcast LLC, a separate Florida legal entity affiliated with DSHG Sonic.

We reserve the right to update or modify these Terms at any time. We will indicate the revised date at the top of this page. Your continued use of the Website or Services after changes become effective constitutes your acceptance of the updated Terms. We encourage you to review this page periodically.

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