⚠️ NOT LEGAL ADVICE — V0 DRAFT FOR ATTORNEY REVIEW
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This is a craft-register draft of Shipyard AI's v0 Terms of Service, written in the voice of Lawrence Lessig as a starting point. It is NOT a final ToS and MUST NOT be used with paying customers without review by a licensed attorney admitted in Caseproof's home jurisdiction. Specific provisions (governing law, arbitration venue, indemnification scope, warranty disclaimers) require legal calibration that this draft cannot provide. Treat this document as a structured first pass that surfaces the load-bearing decisions for the attorney to refine.
Terms of Service
Effective date: [DATE OF SIGNATURE] Version: v0 (initial draft)
These Terms of Service (the "Terms") govern the relationship between you (the "Customer") and the operator of Shipyard AI (the "Operator") for the provision of the Service described below. By signing the engagement order or paying the initial invoice, the Customer accepts these Terms. Read them. They are short on purpose; the architecture of an agreement is more honest when its boundaries are visible.
1. Parties and Definitions
1.1 Operator. The Operator is Seth Shoultes, doing business as Shipyard AI, operating as a sole proprietor under Caseproof, LLC, a [STATE OF INCORPORATION] limited liability company, with notice address at [OPERATOR NOTICE ADDRESS]. References to the "Operator" include Caseproof, LLC where context requires.
1.2 Customer. The Customer is the individual or entity that signs the engagement order or pays the initial invoice, identified in the engagement order.
1.3 Service. The "Service" means the productized website-build engagement described on the Shipyard AI pricing page at the tier the Customer has selected (the "Selected Tier"), including discovery, design, build, deployment, and handoff of an Emdash-powered website.
1.4 Output. The "Output" means the deliverables of the Service: the source code, themes, plugins, configuration, design files, copy authored by the Operator, and the deployed site, in each case as delivered to the Customer at handoff. Output does not include third-party software, fonts, stock media, or services licensed under their own terms.
1.5 PRD. The "PRD" means the product requirements document or written brief that describes what the Customer wants built. The PRD is the scope of work; what is not in the PRD is not in scope.
1.6 Pipeline. The "Pipeline" means the AI-augmented multi-agent workflow (the great-minds constellation, together with related tooling) that the Operator uses to produce the Output, with human review by the Operator at each stage.
2. Scope of Services
2.1 What the Customer is buying. The Customer is buying a complete build at the Selected Tier, as described on the pricing page in effect at the date of the engagement order. The pricing page is incorporated into these Terms by reference; in the event of conflict between the pricing page and these Terms, these Terms govern.
2.2 What is included. Included deliverables are those listed for the Selected Tier on the pricing page, executed against the PRD agreed in writing during discovery.
2.3 What is excluded. Anything not listed for the Selected Tier or not in the PRD is excluded. Excluded items include, without limitation: ongoing maintenance after handoff, hosting fees, domain registration fees, paid third-party services or APIs, content writing beyond the scope listed for the Selected Tier, and integration with services not identified during discovery.
2.4 Change orders. Work outside the PRD is performed only under a written change order signed by both parties, billed at the Operator's then-current hourly rate of [$RATE] per hour or at a fixed fee agreed in the change order.
3. Intellectual Property and Ownership
3.1 Customer ownership of Output. Upon receipt by the Operator of the final payment described in Section 7, all right, title, and interest in the Output authored by the Operator transfers to the Customer, including copyright in the source code, themes, plugins, design files, and original copy. The Operator hereby assigns such rights to the Customer effective upon final payment, and will execute any further documents reasonably required to perfect that assignment.
3.2 Customer-supplied content. The Customer retains all right, title, and interest in content the Customer supplies to the Operator (including the Customer's copy, logos, brand assets, photography, customer data, and any third-party material the Customer instructs the Operator to incorporate). The Customer grants the Operator a non-exclusive, royalty-free license to use such content solely for purposes of performing the Service.
3.3 Third-party components. The Output may include open-source software, third-party libraries, fonts, and stock media. Those components remain governed by their own licenses, which are passed through to the Customer on their original terms. The Operator will identify material third-party components in the handoff documentation.
3.4 Operator's residual rights. The Operator retains the right to use general knowledge, skills, methodologies, and non-confidential, non-Customer-specific tooling developed in the course of providing the Service for the Operator's other engagements. Nothing in this Section 3.4 grants the Operator any right to the Customer's confidential information, brand assets, or specifically commissioned Output.
3.5 Case-study license. The Customer grants the Operator a limited, non-exclusive, royalty-free license to reference the engagement in case studies, marketing materials, and portfolio pages, including the Customer's name, logo, a link to the deployed site, and screenshots or anonymized excerpts of the Output. This license is subject to the Customer's prior written approval of any specific case-study material before publication. The Customer may revoke this license at any time on thirty (30) days' written notice; revocation does not require the Operator to remove cached or already-distributed copies but does prohibit further publication.
4. Customer Responsibilities
4.1 PRD and discovery. The Customer will participate in good-faith discovery and will sign off in writing on a complete PRD before build begins. Build does not begin until the PRD is signed.
4.2 Brand assets and content. Where the Selected Tier requires Customer-supplied content (logos, brand assets, copy, media, data), the Customer will provide it on the schedule agreed in the PRD.
4.3 Review checkpoints. The Customer will respond to review checkpoints within five (5) business days. Delays in Customer response extend the delivery timeline by a corresponding period.
4.4 Payment. The Customer will pay invoices when due under Section 7.
4.5 Lawful use. The Customer represents that the Output will be used for lawful purposes and that Customer-supplied content does not infringe any third-party rights.
5. AI Disclosure and Acknowledgment
This Section is the most important provision in these Terms. Read it carefully.
5.1 The Pipeline is AI-augmented. The Operator produces the Output using the Pipeline, which is a multi-agent AI workflow. Components of the Output — including code, design choices, copy, and configuration — may be initially generated by AI agents acting under the Operator's direction, and are then reviewed, corrected, and approved by the Operator before delivery. The Customer acknowledges this and consents to this method of production.
5.2 Human review. The Operator personally reviews the Output before each handoff and is responsible to the Customer for the Output as a whole, regardless of which steps were performed by AI agents and which by the Operator directly.
5.3 No guarantee of error-free output. AI systems can produce errors, including subtle factual errors, code defects, design inconsistencies, and content that requires correction. The Operator commits to good-faith review and to remediation of errors identified during the Acceptance Window described in Section 6, but does not warrant that the Output is free of errors at delivery.
5.4 Confidentiality and AI providers. The Operator may transmit Customer-supplied content and project context to third-party AI providers as part of the Pipeline. The Operator selects providers with reasonable commercial protections (including no-training commitments where available) and will disclose the providers in use on the Customer's request. The Customer should not provide secrets, regulated personal data, or third-party confidential information to the Operator without first agreeing in writing on handling.
5.5 Customer's informed consent. By signing the engagement order, the Customer represents that the Customer has read this Section 5, understands that the Service is delivered through an AI-augmented Pipeline with human review, and consents to the use of that Pipeline for production of the Output. This disclosure is mandatory and non-negotiable for v0 engagements.
6. Acceptance and Revisions
6.1 Acceptance Window. The Customer has fourteen (14) calendar days from handoff (the "Acceptance Window") to test the Output and submit a written list of items requiring revision under the Selected Tier.
6.2 In-scope revisions. Revisions that conform the Output to the PRD, correct defects, or address items the Selected Tier expressly covers are performed within the Acceptance Window at no additional charge.
6.3 Out-of-scope revisions. Revisions that expand the PRD or that occur after the Acceptance Window are performed under a change order at the Operator's then-current rate of [$RATE] per hour.
6.4 Deemed acceptance. If the Customer does not submit a written revision list within the Acceptance Window, the Output is deemed accepted.
7. Payment Terms
7.1 Schedule. Fifty percent (50%) of the Selected Tier fee is due on signature of the engagement order. The remaining fifty percent (50%) is due at handoff, prior to transfer of the assignment described in Section 3.1.
7.2 Method. Payment is made via Stripe to the Operator's account. Bank or wire payment may be arranged on request.
7.3 Late payment. Invoices unpaid more than thirty (30) days after the due date accrue a late fee of five percent (5%) per month on the outstanding balance, compounded monthly, until paid. The Operator may suspend work and withhold delivery on accounts more than fifteen (15) days past due.
7.4 Refund policy.
- (a) Discovery-week refund. If, within seven (7) calendar days after the engagement order, the Operator and the Customer in good faith conclude that the scope was dramatically misjudged and cannot be reconciled within the Selected Tier, either party may terminate, and the Operator will refund the upfront payment less a discovery fee of five hundred dollars ($500).
- (b) No refund after handoff. No refund is available after handoff and acceptance under Section 6.
- (c) Pro-rated refund on Operator termination. If the Operator terminates without cause before handoff under Section 10.2, the Operator will refund the unfulfilled portion of the upfront payment.
8. Warranties and Disclaimers
8.1 Limited workmanship warranty. The Operator warrants that the Output, as delivered at handoff, materially conforms to the PRD when used as intended.
8.2 AS-IS disclaimer. Except for the warranty in Section 8.1 and the specific commitments in Section 5, the Service and the Output are provided AS IS and AS AVAILABLE. The Operator disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, non-infringement, error-free operation, and uninterrupted availability.
8.3 No warranty of future compatibility. The Operator does not warrant that the Output will remain compatible with future versions of Emdash, third-party plugins, browsers, or hosting environments. Ongoing maintenance is not included unless purchased separately.
8.4 Cap on liability. To the maximum extent permitted by law, the Operator's aggregate liability arising out of or related to the Service or the Output is limited to the total fees paid by the Customer to the Operator under the engagement order. In no event is the Operator liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost data, lost goodwill, or business interruption, even if advised of the possibility of such damages.
8.5 Carve-outs. The limitations in Section 8.4 do not apply to (i) the Operator's indemnification obligation under Section 9.2, (ii) liability arising from the Operator's gross negligence or willful misconduct, or (iii) any liability that cannot be limited under applicable law.
9. Indemnification
9.1 Customer indemnification. The Customer will defend, indemnify, and hold harmless the Operator from and against any third-party claim arising out of (i) Customer-supplied content (including infringement claims relating to the Customer's logos, copy, photography, data, or third-party services the Customer instructs the Operator to integrate), (ii) the Customer's use of the Output after handoff, or (iii) the Customer's breach of these Terms.
9.2 Operator indemnification. The Operator will defend, indemnify, and hold harmless the Customer from and against any third-party claim that the Operator's original work product within the Output, when used as delivered and within the scope of the PRD, infringes a third party's copyright or trademark. The Operator's aggregate liability under this Section 9.2 is capped at the total fees paid by the Customer under the engagement order. This indemnity does not cover claims arising from Customer-supplied content, third-party components, or modifications to the Output made after handoff.
9.3 Procedure. The indemnified party will promptly notify the indemnifying party of any covered claim, give the indemnifying party sole control of defense and settlement (subject to the indemnified party's right to participate at its own expense), and provide reasonable cooperation. Failure to give prompt notice excuses the indemnifying party only to the extent of actual prejudice.
10. Termination
10.1 Termination for cause. Either party may terminate the engagement on written notice if the other party materially breaches these Terms and fails to cure within fifteen (15) days after written notice of breach.
10.2 Termination by Operator without cause. The Operator may terminate without cause before handoff on written notice. In that case, the Operator will refund the unfulfilled portion of the upfront payment per Section 7.4(c) and will deliver work-in-progress on a reasonable-effort basis.
10.3 Termination by Customer without cause. The Customer may terminate without cause on written notice. The Operator retains payments for work completed through the date of termination; no refund of the upfront payment is owed except as provided in Section 7.4(a).
10.4 Effect of termination. Sections 3 (other than the assignment in 3.1, which is conditioned on final payment), 5, 8, 9, 11, 13, and 14 survive termination.
11. Dispute Resolution
11.1 Good-faith communication. The parties will attempt to resolve any dispute by good-faith communication for thirty (30) days after written notice of the dispute.
11.2 Mediation. If unresolved, the parties will attempt mediation in [CASEPROOF JURISDICTION] before a mutually selected mediator, with mediation fees split equally.
11.3 Arbitration. If mediation does not resolve the dispute within sixty (60) days of the mediation demand, the dispute will be resolved by binding arbitration administered by [ARBITRATION FORUM — ATTORNEY TO SELECT] under its commercial rules, seated in [CASEPROOF JURISDICTION], in English, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
11.4 Court as last resort. Either party may seek injunctive or equitable relief in the courts of [CASEPROOF JURISDICTION] to protect intellectual property or confidential information pending arbitration.
11.5 No class actions. Disputes are resolved on an individual basis. The parties waive any right to participate in a class, collective, or representative action.
12. Beta Program Addendum
This Section 12 applies only to engagements that the engagement order expressly designates as part of the Shipyard AI Beta Program (typically the first three to five (3–5) Customers).
12.1 Discount. The Beta Customer receives a fifty percent (50%) discount on the Selected Tier fee, applied against both the upfront and final payments under Section 7.
12.2 Beta consideration. In exchange, the Beta Customer agrees to: (i) participate in a published case study (subject to approval rights under Section 3.5), (ii) participate in one (1) post-launch feedback call of approximately thirty (30) minutes, and (iii) permit the Operator to reference the Customer's deployed site as a public reference for new prospects.
12.3 Withdrawal. The Beta Customer may withdraw from the case-study and reference commitments at any time. On withdrawal, the engagement is re-priced to the standard Selected Tier fee, and the Customer is invoiced for the difference. The post-launch feedback call commitment survives unless mutually waived.
13. Updates to These Terms
13.1 Amendment for new engagements. The Operator may amend these Terms by posting an updated version with a new effective date. New engagements signed after that effective date are governed by the updated Terms.
13.2 No retroactive amendment. Engagements in progress at the time of an amendment continue to be governed by the Terms in effect at signature, unless the parties agree in writing to adopt the updated Terms.
13.3 Material amendments. The Operator will provide thirty (30) days' written notice to active Customers before any material amendment to these Terms takes effect.
14. Miscellaneous
14.1 Entire agreement. These Terms, together with the engagement order and the PRD, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous discussions and proposals.
14.2 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be reformed to the minimum extent necessary to be enforceable while preserving the parties' intent.
14.3 No waiver. A failure to enforce any provision is not a waiver of future enforcement of that or any other provision.
14.4 Assignment. The Customer may not assign these Terms without the Operator's prior written consent, which will not be unreasonably withheld. The Operator may assign these Terms in connection with a sale of the Operator's business or to an affiliate.
14.5 Independent contractor. The Operator is an independent contractor. Nothing in these Terms creates a partnership, joint venture, or employment relationship.
14.6 Force majeure. Neither party is liable for failure or delay in performance due to causes beyond reasonable control, including acts of God, government action, war, civil unrest, labor disputes, internet or infrastructure failures, or third-party AI provider outages, provided the affected party gives prompt notice and uses reasonable efforts to mitigate.
14.7 Governing law. These Terms are governed by the laws of [CASEPROOF JURISDICTION], without regard to conflict-of-laws principles.
14.8 Notices. Notices under these Terms are in writing and delivered to the email addresses on the engagement order, with a copy by certified mail to the notice addresses on file. Notice is effective on receipt (or, for email, on confirmed delivery).
14.9 Headings. Section headings are for convenience and do not affect interpretation.
14.10 Counterparts and electronic signatures. These Terms may be executed in counterparts, including electronically, each of which is an original and all of which together form one instrument.
Signature blocks
Operator: Caseproof, LLC, by Seth Shoultes, owner Signature: __________________________ Date: ____________
Customer: [CUSTOMER LEGAL NAME], by [SIGNATORY NAME], [TITLE] Signature: __________________________ Date: ____________
⚠️ NOT LEGAL ADVICE — V0 DRAFT FOR ATTORNEY REVIEW
>
This document is a v0 draft prepared in the voice of Lawrence Lessig as a structured starting point for attorney review. It is NOT a final Terms of Service and MUST NOT be executed with paying customers without review and revision by a licensed attorney admitted in Caseproof's home jurisdiction. The bracketed placeholders ([CASEPROOF JURISDICTION], [STATE OF INCORPORATION], [ARBITRATION FORUM — ATTORNEY TO SELECT], [$RATE], [DATE OF SIGNATURE], [OPERATOR NOTICE ADDRESS], [CUSTOMER LEGAL NAME], [SIGNATORY NAME], [TITLE]) require legal calibration and factual completion. The arbitration, governing-law, indemnification cap, warranty disclaimer, and class-action waiver provisions in particular must be reviewed for enforceability under the chosen jurisdiction. Do not rely on this draft as legal advice. Have a real lawyer read it before any customer sees it.