Terms & Conditions

Effective Date: November 16, 2025


San Francisco AI Agency (referred to herein as "Agency," "we," "us," or "our") is an AI development and consulting agency located in San Francisco, CA. These Terms and Conditions ("Terms") govern your use of our website and any services, products, or deliverables we provide (collectively, the "Services").


1. Acceptance of Terms


By accessing our website, engaging us for a project, signing a Statement of Work ("SOW"), or otherwise using any of the Services, you ("Client," "you," or "your") agree to be bound by these Terms and all policies referenced herein. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.


2. Definitions


  • Statement of Work (SOW): A separate document or agreement executed by both the Agency and the Client, detailing the specific scope, fees, timelines, deliverables, and responsibilities for a particular project.
  • Input: All data, information, files, software, prompts, specifications, and materials provided by the Client to the Agency for the purpose of developing the Services (e.g., training data, internal documents, legacy code).
  • Output / Deliverable: The custom AI model, software, code, report, documentation, or other materials created and delivered by the Agency to the Client as defined in the SOW.
  • Agency IP: Intellectual Property owned by the Agency prior to the engagement or developed outside the scope of the SOW, including proprietary algorithms, development frameworks, and general AI tools used to create the Deliverable.


3. Services and Scope of Work


a. Project Initiation: All Services will be detailed in a written SOW, which will be incorporated into these Terms. The SOW will specify the project scope, payment milestones, key performance indicators (KPIs), acceptance criteria, and technical requirements.

b. Changes to Scope: Any changes, additions, or modifications to the scope defined in the SOW must be mutually agreed upon in writing by both the Agency and the Client (a "Change Order") and may result in adjustments to the fees and timelines.

c. Client Cooperation: The Client agrees to provide timely access to Input, personnel, and resources as reasonably required by the Agency to perform the Services. Delays caused by the Client may result in timeline extensions or additional fees.


4. Fees and Payment


a. Pricing: Fees for the Services are set forth in the applicable SOW. Unless otherwise stated, all fees are exclusive of applicable taxes, including California sales tax, which the Client is responsible for paying.

b. Payment Terms: Payment milestones and terms will be specified in the SOW. All undisputed invoices must be paid by the Client within the timeframe specified (e.g., Net 30 days) from the invoice date. The Agency reserves the right to suspend work or withhold Deliverables for overdue accounts.

c. Collection Costs: The Client will be responsible for all reasonable expenses (including attorney’s fees) incurred by the Agency in collecting overdue amounts.


5. Intellectual Property Rights (IP)


a. Client IP (Input): The Client retains all intellectual property rights in and to the Input. The Client grants the Agency a non-exclusive, worldwide, royalty-free, and temporary license to use the Input solely for the purpose of providing the Services under the applicable SOW.

b. Ownership of Output/Deliverables: Upon full and final payment of all fees due under the applicable SOW, the Agency assigns to the Client all of its right, title, and interest in and to the custom-developed Output/Deliverables.

c. Agency IP: The Client acknowledges that the Agency IP remains the sole property of the Agency. To the extent any Agency IP is necessary for the operation of the Output/Deliverables, the Agency grants the Client a non-exclusive, perpetual, worldwide, royalty-free license to use the Agency IP solely in conjunction with the Deliverables.

d. No Training on Client Data: Notwithstanding any other provision, the Agency will not use the Client's specific Input or custom Output/Deliverables to train or improve any general-purpose, publicly available AI models without the Client's explicit, separate, written consent.


6. Confidentiality


Both parties agree to treat all non-public information received from the other party as confidential ("Confidential Information"). Neither party will disclose the other party's Confidential Information to any third party, except to employees or contractors on a strict "need-to-know" basis who are bound by confidentiality obligations at least as restrictive as those in these Terms. This obligation survives termination of the Services.


7. Warranties and Disclaimers


a. Agency Warranties: The Agency warrants that the Services will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards in the San Francisco Bay Area, and as specified in the SOW.

b. AI Disclaimer: The Client acknowledges that: * AI Output Risk: AI models, including the Deliverables, are statistical tools and may generate inaccurate, incomplete, biased, or harmful Output ("Hallucinations"). The Agency makes no warranty regarding the accuracy, reliability, or completeness of the Output. * Client Responsibility: The Client is solely responsible for verifying the accuracy, appropriateness, and legality of the Output before relying on it or deploying it publicly. * Regulatory Risk: The Client is responsible for ensuring the Output and the Services' use comply with all applicable laws, rules, and regulations, including California and federal laws (e.g., on consumer protection, employment, and bias).

c. GENERAL DISCLAIMER: EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 7(a), THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE AGENCY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.


8. Limitation of Liability


TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGENCY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, OR USE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICES, REGARDLESS OF THE LEGAL THEORY.

THE AGENCY’S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SOW SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO THE AGENCY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.


9. Indemnification


The Client agrees to indemnify, defend, and hold harmless the Agency, its affiliates, directors, officers, and employees from and against any and all claims, damages, liabilities, and expenses (including reasonable attorney's fees) arising out of or related to: (a) the Client's use of the Output/Deliverables; (b) any input, data, or content provided by the Client that infringes upon the IP or rights of any third party; and (c) any breach by the Client of these Terms.


10. Governing Law and Venue


These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal or state courts located in San Francisco, California.


11. Miscellaneous


a. Entire Agreement: These Terms, together with any executed SOWs, constitute the sole and entire agreement between the parties regarding the Services.

b. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

c. No Agency: Nothing in these Terms shall be construed as creating an agency, partnership, joint venture, or any other form of legal association between the Client and the Agency.

For questions or concerns regarding these Terms, please contact us at: 415-909-3654.