Terms of Service

1. Acceptance of Terms

Welcome to Local AI. By accessing or using our website (localai.com) and services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to this page. Your continued use of our services after any changes constitutes acceptance of the new Terms.

2. Description of Services

Local AI provides AI consulting, implementation, and deployment services including but not limited to:

• AI strategy development and consulting
• Custom AI solution design and implementation
• Machine learning model development and deployment
• AI system integration with existing infrastructure
• Training and support services
• Cloud, hybrid, and on-premises AI deployments

Our services are provided on a project basis, subscription basis, or as otherwise agreed in writing with clients.

3. Eligibility and Account Registration

Our services are intended for business and organizational use. By using our services, you represent that:

• You are at least 18 years of age
• You have the authority to bind your organization to these Terms
• All information you provide is accurate and current
• You will maintain the security and confidentiality of your account credentials

You are responsible for all activities that occur under your account. Notify us immediately of any unauthorized use of your account.

4. Service Agreements and Statements of Work

Specific services will be governed by separate agreements, including:

• Master Services Agreement (MSA): Defines the general terms of our business relationship
• Statement of Work (SOW): Details specific project scope, deliverables, timelines, and pricing
• Service Level Agreements (SLA): Defines performance standards and support commitments

In the event of a conflict between these Terms and a signed agreement, the signed agreement takes precedence for the specific services it covers.

5. Payment Terms

5.1 Fees and Billing

Fees for services will be specified in the applicable SOW or service agreement. Unless otherwise stated:

• Invoices are due within 30 days of the invoice date
• Late payments may incur interest charges at the rate of 1.5% per month or the maximum allowed by law
• All fees are non-refundable unless otherwise stated in writing
• Prices are subject to change with 30 days' notice

5.2 Expenses

Client is responsible for reimbursing reasonable, pre-approved expenses incurred in performing services, including travel, third-party software licenses, cloud computing resources, and other project-specific costs.

5.3 Suspension of Services

We reserve the right to suspend services for accounts with payments more than 30 days overdue until payment is received.

6. Intellectual Property Rights

6.1 Client Data and Content

You retain all rights to your data, content, and intellectual property. By using our services, you grant us a limited license to access, process, and use your data solely to provide services to you.

6.2 Local AI Property

All proprietary methodologies, frameworks, tools, software, and general knowledge developed by Local AI remain our exclusive property. This includes:

• Pre-existing intellectual property and technology
• Generalized methods, processes, and know-how
• Tools and frameworks not specific to client deliverables

6.3 Deliverables and Work Product

Ownership of custom deliverables and work product will be defined in the applicable SOW. Typically:

• Custom models, code, and documentation created specifically for you become your property upon full payment
• We retain rights to use anonymized, aggregated insights from projects to improve our services
• We may use project work in case studies and marketing materials with your prior written consent

6.4 Third-Party Components

Solutions may incorporate third-party software, libraries, or services subject to their own licenses. We will identify material third-party components and applicable license terms.

7. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our relationship. This includes:

• Technical data, business information, and trade secrets
• Customer data and personally identifiable information
• Pricing, terms, and conditions of agreements
• Unpublished product plans and strategies

These confidentiality obligations survive termination of services and continue for a period of three (3) years, except for trade secrets which are protected indefinitely.

Exceptions: Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this agreement, (b) was rightfully known prior to disclosure, (c) is independently developed, or (d) must be disclosed by law.

8. Data Security and Privacy

We implement industry-standard security measures to protect your data. Our practices include:

• Encryption of data in transit and at rest
• Access controls and authentication requirements
• Regular security assessments and updates
• Employee training on security best practices
• Incident response and notification procedures

For detailed information about data handling practices, please review our Privacy Policy.

In the event of a data breach affecting your information, we will notify you in accordance with applicable law and work with you to mitigate any harm.

9. Acceptable Use Policy

When using our services, you agree not to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights of others
• Transmit malicious code, viruses, or harmful materials
• Attempt to gain unauthorized access to our systems or other users' data
• Use services to develop competing products or services
• Interfere with or disrupt the integrity or performance of our services
• Use automated systems to access services without permission
• Engage in fraudulent, deceptive, or harmful activities

Violation of this policy may result in immediate suspension or termination of services without refund.

10. Warranties and Disclaimers

10.1 Service Warranty

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards. If services do not conform to this warranty, we will re-perform the services at no additional charge or, if we cannot do so, refund fees paid for the non-conforming services.

10.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• Services will meet all of your requirements
• Services will be uninterrupted, timely, secure, or error-free
• Results obtained from services will be accurate or reliable
• Any errors in deliverables will be corrected outside of warranty periods

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• EXCLUSION OF DAMAGES: IN NO EVENT SHALL LOCAL AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.
• LIABILITY CAP: OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR $10,000, WHICHEVER IS GREATER.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless Local AI and its officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of our services
• Your violation of these Terms or applicable laws
• Your violation of any rights of another party
• Content, data, or materials you provide to us

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with our defense of such claims.

13. Term and Termination

13.1 Term

These Terms remain in effect while you use our services. Specific service engagements are governed by the terms of applicable SOWs or service agreements.

13.2 Termination for Convenience

Either party may terminate ongoing services with 30 days' written notice. Upon termination:

• You remain responsible for payment of fees for services performed through the termination date
• We will provide you with work product completed through the termination date
• All licenses granted to you will terminate except for deliverables you own

13.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within 15 days of notice
• Becomes insolvent or subject to bankruptcy proceedings
• Ceases business operations

13.4 Effect of Termination

Upon termination, all rights and obligations cease except those that by their nature should survive, including payment obligations, confidentiality, intellectual property provisions, warranties, disclaimers, limitations of liability, and dispute resolution provisions.

14. Dispute Resolution

14.1 Informal Resolution

Before pursuing formal dispute resolution, parties agree to attempt to resolve disputes through good-faith negotiation for at least 30 days.

14.2 Arbitration

If informal resolution fails, disputes will be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration will be conducted in English in a location mutually agreed upon by the parties.

14.3 Exceptions

Either party may seek injunctive relief in court to protect intellectual property rights or confidential information without first pursuing arbitration.

14.4 Class Action Waiver

You agree that disputes will be resolved on an individual basis and waive any right to participate in a class action or representative proceeding.

15. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law provisions. Any disputes not subject to arbitration will be resolved in the state or federal courts located in Delaware, and you consent to the exclusive jurisdiction of such courts.

16. Export Compliance

Our services and technology may be subject to U.S. export control laws and regulations. You agree to comply with all applicable export and import laws and will not export, re-export, or transfer services or technology to prohibited countries, entities, or persons.

17. Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet/telecommunications failures. Performance obligations will be suspended during the period of such inability and extended for a reasonable time thereafter.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any applicable service agreements and SOWs, constitute the entire agreement between you and Local AI regarding our services and supersede all prior agreements and understandings.

18.2 Amendment

We may modify these Terms at any time by posting the revised Terms on our website. Material changes will be notified via email or prominent notice on our site. Continued use after changes constitutes acceptance.

18.3 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

18.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full effect, and the unenforceable provision will be modified to achieve the closest permissible effect.

18.5 Assignment

You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of assets.

18.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

18.7 Notices

Notices must be in writing and sent to the addresses specified in applicable service agreements or to contact@localai.com. Notices are effective upon receipt.

19. Contact Information

For questions about these Terms of Service, please contact us:

• Email: contact@localai.com
• Website: localai.com

By using our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.