Spec-Driven Delivery.

2.1 Information You Provide

• Account information (name, email address, company details)
• Profile information (professional background, expertise, portfolio)
• Content you create (RFPs, proposals, project descriptions)
• Communication preferences
• Payment information

2.2 Information Automatically Collected

• Usage data (features accessed, time spent on platform)
• Device information (IP address, browser type, operating system)
• Cookies and similar tracking technologies
• Log data (access times, pages viewed, error logs)

15.1 European Economic Area (EEA)

Additional rights under GDPR include:

• Right to restrict processing
• Right to object to automated decision-making
• Right to lodge complaints with supervisory authorities

15.2 California Residents

Additional rights under CCPA include:

• Right to know what personal information is collected
• Right to know whether personal information is sold or disclosed
• Right to opt-out of the sale of personal information
• Right to non-discrimination for exercising rights

3.1 Account Registration

To use the Platform, you must create an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

3.2 Eligibility

The Platform is available to businesses and individuals who are at least 18 years of age and have the legal capacity to enter into binding contracts. By creating an account, you represent that you meet these eligibility requirements.

3.3 Account Types

The Platform supports three account types: Buyer accounts, Provider accounts, and Administrator accounts (operated by ekiepo). Each account type has specific permissions and obligations as described in these Terms.

3.4 Invite-Only Access

Access to the Platform may be limited to users who have been invited or approved by ekiepo. ekiepo reserves the right to approve, deny, or revoke Platform access at its sole discretion, with or without cause.

4.1 Independent Contractor Status

Providers are independent contractors. Nothing in these Terms, on the Platform, or in any engagement facilitated through the Platform creates an employment, partnership, joint venture, or agency relationship between ekiepo and any Provider, or between any Buyer and ekiepo.

4.2 Provider Responsibilities

Providers are solely responsible for the quality, timeliness, and compliance of the work they deliver. Providers are responsible for their own taxes, insurance, business licenses, and legal compliance. ekiepo does not direct, supervise, or control the manner or method by which Providers perform their work.

4.3 Provider Vetting

ekiepo evaluates Provider qualifications before granting Platform access. Vetting may include review of technical capabilities, portfolio, certifications, and professional references. Vetting is a preliminary qualification assessment only and does not constitute a guarantee, warranty, or endorsement of any Provider's competence, reliability, or fitness for a specific project. Buyers are solely responsible for evaluating proposals and selecting Providers. ekiepo shall not be liable for any loss, damage, or claim arising from a Provider's performance or failure to perform, regardless of whether ekiepo vetted or approved that Provider.

5.1 Project Briefs and Proposals

Buyers submit structured project briefs through the Platform specifying project requirements, deliverables, technical constraints, compliance requirements, and evaluation criteria. ekiepo matches qualified Providers to the brief. Matched Providers submit structured proposals through the Platform that respond directly to the Buyer's brief.

5.2 Proposal Evaluation and Selection

Proposals are evaluated using a weighted scoring methodology that assesses technical fit, reliability, cost efficiency, and delivery timeline. Scores are advisory. Buyers retain final authority over Provider selection.

5.3 Platform Service Fees

ekiepo charges a service fee on each project facilitated through the Platform. Service fees are included in the total project price presented to Buyers. By using the Platform, Buyers and Providers agree to ekiepo's fee structure as presented during the engagement process.

Service fees are non-refundable once a project engagement has been formally initiated, except as otherwise provided in Section 6 (Payments) or Section 9 (Dispute Resolution).

5.4 Quality Gates

Each project is subject to quality verification checkpoints ("Gates") at defined stages of delivery. Gates may include document reviews, technical assessments, security scans, and other verification measures. The specific Gates applicable to a project are determined by the project brief, proposal commitments, and Provider profile, and are documented in the project's delivery assurance record.

Providers are required to submit evidence of completion at each Gate. ekiepo reviews submitted evidence and determines whether each Gate is passed or failed.

5.5 Project Stages

Projects are structured in sequential stages. Each stage must be completed and verified before the next stage opens. Advancement to the next stage requires that applicable Gates are passed and that the Buyer has funded the next stage's milestone payment.

6.1 Platform-Managed Milestone Payments

All project payments are processed through the Platform using third-party payment processing services (currently Stripe). ekiepo is not a bank, financial institution, or licensed escrow agent and does not hold funds in trust or in any fiduciary capacity. ekiepo facilitates the staging and release of milestone payments through its payment processor on behalf of Buyers and Providers. The term "milestone payment" as used in these Terms refers to a platform-managed staged payment — not a regulated escrow arrangement. Buyers and Providers acknowledge that ekiepo's payment facilitation services are administrative in nature and do not create a trust, escrow, or custodial relationship.

6.2 Milestone Structure

Project payments are divided into milestones corresponding to the project's delivery stages. The number of milestones and the payment amount allocated to each milestone are defined in the Provider's accepted proposal and agreed upon by the Buyer before the project begins.

6.3 Funding Obligations

Before each project stage begins, the Buyer must fund the corresponding milestone payment through the Platform. If a Buyer fails to fund the next milestone within thirty (30) calendar days of the prior stage being approved, ekiepo may suspend the project. Suspension due to non-funding does not relieve the Buyer of any obligations for work already completed and approved.

6.4 Payment Release

Milestone payments are released to the Provider upon ekiepo's confirmation that the applicable stage Gates have been passed and any required Buyer approvals have been received. Once a milestone payment has been released to the Provider, that payment is final and non-reversible.

6.5 Finality of Released Payments

Buyers acknowledge and agree that milestone payments released for completed and verified project stages are final. In the event that a later stage fails or the project is terminated after one or more milestone payments have been released, previously released payments are not subject to clawback, reversal, or refund. This provision protects Providers who have completed verified work in good faith.

By initiating a project through the Platform, Buyers expressly consent to this payment structure and waive any right to seek recovery of milestone payments that have been released upon verified stage completion. Each milestone payment represents compensation for a discrete, independently verified phase of work. Buyers are advised to evaluate this structure carefully and seek independent counsel if they have questions about its implications before funding any project.

6.6 Unreleased Funds Upon Termination

If a project is terminated before completion, unreleased milestone payments held by the Platform will be handled as follows: funds for stages not yet started will be returned to the Buyer within thirty (30) business days of termination; funds for stages in progress at the time of termination will be subject to the dispute resolution process described in Section 9.

6.7 Refund Policy

Platform service fees are non-refundable once a project engagement is formally initiated. Milestone payments are subject to the payment release and finality provisions described above. ekiepo does not provide refunds for completed and verified work.

7.1 Restriction

For a period of twelve (12) months following your initial contact with any Buyer or Provider through the Platform (the "Restriction Period"), you agree not to engage, solicit, contract with, or accept work from that party outside of the Platform without ekiepo's prior written consent.

This restriction applies to all forms of engagement, including direct contracts, subcontracting arrangements, referrals through third parties, and any other arrangement designed to bypass the Platform.

7.2 Survival

The non-circumvention obligation survives account termination or suspension and remains in effect for the full duration of the Restriction Period.

7.3 Acknowledgment of Reasonableness

Users acknowledge that the twelve (12) month Restriction Period and the scope of the non-circumvention obligation are reasonable and necessary to protect ekiepo's legitimate business interests, including its investment in Provider vetting, project facilitation, and the maintenance of a trusted procurement platform. Users agree that these restrictions are proportionate in duration and scope and do not impose an undue burden on their ability to conduct business generally.

7.4 Remedies

Violation of this provision constitutes a material breach of these Terms. ekiepo reserves the right to pursue all available remedies, including but not limited to account termination, recovery of service fees that would have been earned on the circumvented engagement, and legal action. Users acknowledge that a breach of this provision may cause irreparable harm to ekiepo for which monetary damages would be an inadequate remedy, and that ekiepo may seek injunctive relief in addition to any other available remedies.

8.1 Buyer Content

Buyers retain ownership of all content they submit to the Platform, including project briefs, requirements documents, and business information. By submitting content to the Platform, Buyers grant ekiepo a limited, non-exclusive license to use, display, and process that content solely for the purpose of operating the Platform and facilitating project engagements.

8.2 Provider Content

Providers retain ownership of their pre-existing intellectual property, portfolio materials, and business profiles. Ownership of work product created during a project engagement is governed by the terms agreed upon between the Buyer and Provider as documented in the project's proposal and any applicable intellectual property transfer agreements facilitated through the Platform.

8.3 Platform Content

ekiepo retains ownership of all Platform content, including but not limited to the Platform's design, software, scoring methodologies, evaluation frameworks, templates, and documentation. Users may not copy, modify, distribute, or reverse-engineer any Platform content.

8.4 Aggregate and Anonymized Data

ekiepo may use aggregate, anonymized data derived from Platform activity for purposes including but not limited to Platform improvement, benchmarking, and research. Such data will not identify individual Users, projects, or proprietary business information.

9.1 Platform Remediation

If a Provider fails to pass a Gate, the Provider will be given a remediation window to address the deficiency and resubmit evidence. Remediation timelines and procedures are defined in the project's delivery terms and ekiepo's standard operating procedures. ekiepo facilitates the remediation process but does not guarantee resolution.

9.2 Good-Faith Mediation

If a dispute between a Buyer and Provider cannot be resolved through the Platform's remediation process, the parties agree to attempt resolution through good-faith mediation before pursuing legal action. ekiepo may participate in mediation as a facilitator but is not a party to disputes between Buyers and Providers regarding project work.

9.3 Governing Law and Venue

These Terms are governed by the laws of the State of Illinois, without regard to its conflict of laws provisions. Any legal action arising under these Terms or related to Platform use shall be brought exclusively in the state or federal courts located in Cook County, Illinois. Both parties consent to the personal jurisdiction of such courts.

9.4 Limitation on Claims

Any claim arising under these Terms must be brought within one (1) year of the date the claim accrued. Claims not brought within this period are waived.

10.1 Use of AI

ekiepo uses artificial intelligence services, including large language models provided by third-party AI providers, to assist with Platform operations. These operations may include structuring project briefs, generating evaluation scores, producing project documentation, and other Platform functions.

10.2 Disclosure

By using the Platform, you acknowledge and consent to the processing of your submitted content by AI systems. Content submitted to the Platform — including project briefs, proposals, and communications — may be processed by third-party AI services for the purposes described above.

10.3 Data Handling

ekiepo selects AI service providers that offer contractual commitments regarding data privacy and security. Content processed by AI systems is used solely for Platform operations and is not used to train third-party AI models without your explicit consent.

11.1 Confidential Information

In the course of using the Platform, Users may share or receive information that is proprietary, sensitive, or confidential ("Confidential Information"). Confidential Information includes, but is not limited to, project requirements, business strategies, technical specifications, pricing information, and any information marked as confidential.

11.2 Obligations

Users agree to protect Confidential Information with the same degree of care they use to protect their own confidential information, and in no event less than reasonable care. Users may not disclose Confidential Information to any third party without the disclosing party's prior written consent, except as required by law.

11.3 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed by the receiving party; or (d) is disclosed with the prior written consent of the disclosing party.

12.1 Platform Role

ekiepo is a platform operator that facilitates connections and transactions between Buyers and Providers. ekiepo does not guarantee the quality, timeliness, legality, or fitness for purpose of any work performed by Providers, nor does ekiepo guarantee that Buyers will fund projects or fulfill their obligations.

12.2 Limitation

To the maximum extent permitted by applicable law, ekiepo's total aggregate liability to any User for any claims arising under or related to these Terms or Platform use shall not exceed the total service fees paid by that User to ekiepo in the twelve (12) months preceding the claim.

12.3 Exclusion of Damages

In no event shall ekiepo be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunity, regardless of the cause of action or the theory of liability, even if ekiepo has been advised of the possibility of such damages.

12.4 No Warranty

The Platform is provided "as is" and "as available" without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

12.5 Business User Acknowledgment

The Platform is designed for use by businesses and professionals in a commercial context. By using the Platform, you represent that you are acting in a business capacity and not as a consumer. You acknowledge that the limitation of liability and exclusion of damages provisions in this Section are a fundamental element of the basis of the bargain between you and ekiepo, and that ekiepo would not provide the Platform without these limitations.

13.1 Termination by User

Users may terminate their accounts at any time by contacting ekiepo. Termination does not relieve Users of obligations incurred prior to termination, including payment obligations, non-circumvention obligations, and confidentiality obligations.

13.2 Termination by {{ekiepo}}

ekiepo may suspend or terminate any User account at any time, with or without cause, upon notice to the User. ekiepo will make reasonable efforts to provide advance notice where possible, except in cases of material breach, fraud, or activity that threatens Platform integrity or other Users' interests.

13.3 Effect of Termination

Upon termination: (a) the User's access to the Platform will be revoked; (b) unreleased milestone payments will be handled according to Section 6.6; (c) Confidentiality, Non-Circumvention, Limitation of Liability, and Governing Law provisions survive termination.

14.1 Prohibited Conduct

Users may not: (a) use the Platform for any unlawful purpose; (b) submit false, misleading, or fraudulent information; (c) impersonate any person or entity; (d) interfere with or disrupt Platform operations; (e) attempt to gain unauthorized access to Platform systems; (f) scrape, crawl, or harvest Platform content; (g) use the Platform to compete directly with ekiepo; or (h) harass, threaten, or abuse other Users.

14.2 Content Standards

All content submitted to the Platform must be accurate, lawful, and non-infringing. Users are solely responsible for the content they submit and represent that they have all necessary rights and permissions to share such content.