Effective Date: August 15, 2026
These Terms and Conditions (“Terms”) constitute a binding agreement between DeepKor, Inc., a Delaware corporation (“DeepKor,” “we,” “us,” or “our”), and the business entity registering for or using the DeepKor Intelligence Platform (“Customer,” “you,” or “your”). By creating an account, checking the acceptance box described in Section 3.5, or otherwise accessing or using the DeepKor Intelligence Platform, associated software, mobile or field applications, telemetry devices, dashboards, APIs, and related services (collectively, the “Platform”), you represent that you have authority to bind Customer to these Terms, and Customer agrees to be bound by them.
If Customer does not agree to these Terms, Customer must not access or use the Platform.
“Authorized User” means an employee, contractor, or agent of Customer who is authorized by Customer to access the Platform under Customer’s account.
“Customer Data” means data, telemetry, images, records, and other content submitted, uploaded, or generated by Customer or its Authorized Users through the Platform, including installation telemetry captured during Customer’s field operations.
“Digitally Verified Installation” or “DVI” means the digital installation record generated by the Platform for a given installation event, including associated telemetry, guidance provided, and verification data.
“Aggregated Data” means Customer Data that has been de-identified, anonymized, and/or combined with data from other customers such that it no longer identifies Customer, its personnel, or any specific project or property.
“Intelligence Network” means DeepKor’s proprietary system for aggregating and analyzing installation data across customers and installations to improve the Platform’s decision-support capabilities.
“Subscription Term” means the period during which Customer has a paid or authorized trial/pilot subscription to the Platform, as set forth in an applicable order form, pilot agreement, or account registration.
3.1 Business Accounts Only. The Platform is intended solely for use by businesses and their authorized personnel in connection with commercial deep foundation and related construction operations. The Platform is not intended for personal, household, or consumer use, and individuals may not register an independent personal account. Authorized Users access the Platform only as seats or users under a Customer’s business account.
3.2 Accurate Information. Customer agrees to provide accurate, current, and complete registration information and to keep such information updated.
3.3 Account Security. Customer is responsible for maintaining the confidentiality of login credentials for its account and all Authorized Users, and for all activity that occurs under its account. Customer must promptly notify DeepKor of any unauthorized access or use.
3.4 Authorized Users. Customer is responsible for its Authorized Users’ compliance with these Terms. Customer will ensure that only personnel authorized and appropriately trained to perform deep foundation installation work use the Platform in connection with actual field installations.
3.5 Manner of Acceptance. Before any account is created or activated, the individual registering on Customer’s behalf must affirmatively accept these Terms by checking a clearly labeled acceptance box — “I have read and agree to the DeepKor Terms and Conditions and Privacy Policy,” with each document independently hyperlinked and openable before the box can be checked — presented during account creation. No account will be provisioned, and no Authorized User will be granted access to the Platform, until this acceptance has been recorded. DeepKor logs, for each acceptance: the accepting individual’s identity and email; the date and time of acceptance; the version (and version date) of both these Terms and the Privacy Policy in effect at that moment; and, where available, the IP address used. Each additional Authorized User added to Customer’s account will be presented with a notice linking to these Terms and the Privacy Policy and must acknowledge both at first login. These Terms and the Privacy Policy are versioned and updated independently of one another (see Section 17.1 and the Privacy Policy’s own change-notice provisions); a change to one does not necessarily require re-acceptance of the other. If DeepKor materially updates these Terms specifically, continued access will require re-acceptance of these Terms under Section 17.1 before further use is permitted.
3.6 Geographic Scope. The Platform is currently offered solely to Customers located in, and operating within, the fifty (50) United States and the District of Columbia. DeepKor does not currently offer the Platform to customers located in U.S. territories or outside the United States. Customer represents that it, and its Authorized Users, will access and use the Platform only from within this permitted territory, and will not provide access to any person or entity located outside it, without DeepKor’s prior written consent. DeepKor may expand or restrict the permitted territory at its discretion by updating this Section.
The Platform is a construction technology system that captures installation telemetry, provides expert-informed decision support during installation activities, and generates Digitally Verified Installation records. The Platform is designed to assist experienced, qualified installation personnel — it does not perform installations, does not replace the judgment of qualified personnel, and does not substitute for licensed professional engineering, geotechnical, or other professional services. See Section 8 (No Professional Advice; Safety Disclaimer).
DeepKor may update, modify, or enhance the Platform’s features from time to time. DeepKor does not guarantee that the Platform, or any specific feature, will be available at all times or will continue to be offered.
5.1 License. Subject to these Terms and payment of applicable fees, DeepKor grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to access and use the Platform solely for Customer’s internal business operations.
5.2 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) reverse engineer, decompile, or disassemble the Platform or any underlying software or models; (b) copy, modify, or create derivative works of the Platform; (c) sell, resell, rent, lease, sublicense, or otherwise provide the Platform to any third party not authorized under these Terms; (d) use the Platform to build a competing product or service; (e) remove or obscure any proprietary notices; (f) use the Platform in violation of applicable law, including safety and building codes; or (g) attempt to gain unauthorized access to the Platform, other customers’ data, or DeepKor’s systems.
5.3 Reservation of Rights. All rights not expressly granted to Customer are reserved by DeepKor.
Customer will use the Platform only for lawful purposes and in accordance with applicable industry standards, safety regulations, and building/engineering codes. Customer will not use the Platform in any manner that could damage, disable, overburden, or impair the Platform, or interfere with any other party’s use of the Platform. DeepKor may suspend access for any use that it reasonably believes violates this Section or poses a security or safety risk.
7.1 Ownership of Customer Data. As between the parties, Customer retains all right, title, and interest in and to Customer Data, including raw installation telemetry and project-specific records.
7.2 License to DeepKor. Customer grants DeepKor a worldwide, non-exclusive, royalty-free license to access, host, process, and use Customer Data: (a) to provide, maintain, and support the Platform for Customer; (b) to generate Digitally Verified Installation records for Customer; and (c) to create, use, and incorporate Aggregated Data into the Intelligence Network and DeepKor’s underlying models, algorithms, and decision-support systems, including for the benefit of DeepKor’s other customers and for DeepKor’s product improvement, research, and development purposes, both during and after the Subscription Term.
7.3 De-Identification. DeepKor will aggregate and/or de-identify Customer Data before incorporating it into the Intelligence Network in a manner designed so that it does not identify Customer, specific projects, or specific properties to other customers or third parties. DeepKor owns all right, title, and interest in Aggregated Data and any models, insights, or improvements derived from it.
7.4 Digitally Verified Installation Records. Customer may access, export, and use DVI records generated for its own projects for its own business, insurance, and compliance purposes, subject to DeepKor’s underlying intellectual property rights in the Platform and its guidance methodologies.
7.5 Data Protection. DeepKor implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, as further described in DeepKor’s Privacy Policy.
8.1 Not a Substitute for Professional Judgment. THE PLATFORM PROVIDES INFORMATIONAL DECISION SUPPORT ONLY. IT DOES NOT PROVIDE LICENSED PROFESSIONAL ENGINEERING, GEOTECHNICAL, ARCHITECTURAL, OR OTHER PROFESSIONAL ADVICE, AND IS NOT A SUBSTITUTE FOR THE INDEPENDENT JUDGMENT, TRAINING, LICENSURE, AND EXPERIENCE OF QUALIFIED INSTALLATION PERSONNEL, PROFESSIONAL ENGINEERS, OR OTHER LICENSED PROFESSIONALS.
8.2 Customer’s Responsibility. Customer remains solely responsible for: (a) all installation decisions, methods, and outcomes; (b) compliance with applicable building codes, safety regulations, engineering specifications, and permit requirements; (c) ensuring installations are performed and supervised by appropriately trained and, where required, licensed personnel; and (d) independently verifying any guidance, output, or recommendation generated by the Platform before relying on it in the field.
8.3 No Warranty of Installation Outcome. DeepKor does not warrant or guarantee any particular installation outcome, structural performance, or compliance result from use of the Platform. Guidance generated by the Platform is based on available telemetry, historical data, and modeled analysis, and may not account for all site-specific, geotechnical, or environmental conditions.
8.4 Emergency and Safety Situations. The Platform is not designed for, and must not be relied upon as, the sole basis for stop-work, emergency, or life-safety decisions. Customer and its personnel must always apply independent professional judgment and follow applicable safety protocols regardless of Platform output.
9.1 DeepKor and its licensors retain all right, title, and interest in and to the Platform, including all software, models, algorithms, telemetry-interpretation methods, guidance systems, the Intelligence Network, DVI methodology, documentation, and all related intellectual property rights, whether or not registered.
9.2 Customer receives no ownership interest in the Platform. Any feedback, suggestions, or ideas Customer provides regarding the Platform may be used by DeepKor without restriction or obligation to Customer.
9.3 DeepKor’s name, logo, and marks are the property of DeepKor. Customer may not use them without prior written consent, except as reasonably necessary to identify Customer as a DeepKor customer.
Fees for the Platform are set forth in the applicable order form, pilot agreement, or account registration. Unless otherwise stated, Customer agrees to pay all fees associated with its subscription when due. Fees are non-refundable except as expressly stated in an applicable order form or as required by law. DeepKor may suspend access for non-payment following notice and a reasonable cure period.
Each party may receive non-public information from the other party (“Confidential Information”). The receiving party will use Confidential Information solely to perform its obligations under these Terms, will protect it using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and will not disclose it to third parties except to personnel and advisors with a need to know, who are bound by confidentiality obligations, or as required by law (with prior notice to the disclosing party where legally permitted). This Section does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is independently developed. Customer Data is subject to DeepKor’s confidentiality obligations under this Section, in addition to the license and Intelligence Network rights granted in Section 7.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DEEPKOR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY GUIDANCE, OUTPUT, OR TELEMETRY INTERPRETATION WILL BE ACCURATE OR COMPLETE.
13.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DEEPKOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO DEEPKOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3 Exceptions. The limitations in this Section 13 will not apply to: (a) either party’s indemnification obligations; (b) breach of confidentiality obligations; (c) a party’s gross negligence or willful misconduct; or (d) amounts that cannot be limited under applicable law.
13.4 Basis of the Bargain. Customer acknowledges that DeepKor’s pricing reflects the allocation of risk in this Section, and that these limitations will apply even if a remedy fails its essential purpose.
14.1 By DeepKor. DeepKor will defend Customer against third-party claims alleging that the Platform, as provided by DeepKor and used in accordance with these Terms, infringes a valid U.S. intellectual property right, and will indemnify Customer for damages finally awarded, subject to Customer promptly notifying DeepKor and cooperating in the defense.
14.2 By Customer. Customer will defend and indemnify DeepKor against third-party claims arising out of: (a) Customer’s or its Authorized Users’ actual installation work, decisions, or field operations, regardless of whether the Platform was used in connection with that work; (b) Customer Data; (c) Customer’s breach of these Terms; or (d) Customer’s violation of applicable law or third-party rights.
14.3 Procedure. The indemnified party will promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defense and settlement (subject to the indemnified party’s reasonable approval for settlements imposing obligations on it), and provide reasonable cooperation.
14.4 Customer Insurance. Customer represents and warrants that it maintains, and will maintain throughout the Subscription Term, commercial general liability insurance in amounts not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, and, where applicable to its operations, workers’ compensation coverage as required by law and professional liability/errors-and-omissions coverage in commercially reasonable amounts, sufficient in each case to support its indemnification obligations under this Section 14. Customer will provide DeepKor with a certificate of insurance evidencing such coverage upon request.
15.1 Term. These Terms remain in effect for as long as Customer maintains an account or Subscription Term with DeepKor.
15.2 Termination for Convenience. Either party may terminate a subscription in accordance with the applicable order form or, absent one, upon thirty (30) days’ written notice.
15.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure within thirty (30) days of notice, or upon the other party’s insolvency, bankruptcy, or cessation of business.
15.4 Suspension. DeepKor may suspend Customer’s access immediately if DeepKor reasonably believes continued access poses a security, legal, or safety risk, or in the event of non-payment, subject to reasonable notice where practicable.
15.5 Effect of Termination. Upon termination, Customer’s access to the Platform ends. Sections that by their nature should survive (including Sections 7.2–7.3 as to Aggregated Data already incorporated into the Intelligence Network, 9, 11, 12, 13, 14, 16, and 17) will survive termination.
15.6 Data Retention and Deletion. Upon written request made within thirty (30) days of termination, DeepKor will make Customer’s raw Customer Data available for export in a standard format and will delete such raw Customer Data from active systems within ninety (90) days thereafter, except: (a) Aggregated Data already incorporated into the Intelligence Network under Sections 7.2–7.3, which DeepKor may retain and continue to use; (b) copies retained in routine backups, which will be deleted in the ordinary course consistent with DeepKor’s backup cycle; and (c) data DeepKor is required to retain by law or for legitimate audit purposes.
16.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.
16.2 Binding Arbitration. Except for claims for injunctive relief to protect intellectual property or Confidential Information, any dispute arising out of or relating to these Terms or the Platform will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, seated in the State of Delaware, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.
16.3 Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
16.4 Injunctive Relief. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or breach of confidentiality obligations.
17.1 Changes to These Terms. DeepKor may update these Terms from time to time. Material changes will be communicated to Customer (e.g., by email or in-Platform notice) with reasonable advance notice. Continued use of the Platform after the effective date of updated Terms constitutes acceptance.
17.2 Assignment. Customer may not assign these Terms without DeepKor’s prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. DeepKor may assign these Terms in connection with a similar transaction or corporate reorganization.
17.3 Force Majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, labor disputes, internet or utility failures, or governmental action.
17.4 Export Compliance. Customer will comply with all applicable export control and economic sanctions laws in connection with its use of the Platform.
17.5 Severability. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
17.6 Entire Agreement. These Terms, together with any applicable order form, pilot agreement, and DeepKor’s Privacy Policy, constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements on the subject matter. The Privacy Policy is maintained and updated independently as described in Section 3.5; its incorporation here does not subject it to Section 17.1’s re-acceptance mechanism.
17.7 No Waiver. Failure to enforce any provision of these Terms is not a waiver of that provision.
17.8 Notices. Notices to DeepKor should be sent to DeepKor, Inc., Attn: Legal, [mailing address], or by email to deepkorinc@gmail.com. Notices to Customer may be sent to the contact information associated with Customer’s account.
17.9 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Questions about these Terms may be directed to DeepKor, Inc. at deepkorinc@gmail.com.