Terms and Conditions

Davis AI provides artificial intelligence consulting, strategy, education, development, implementation, optimization, and related professional services. Depending on the applicable Engagement Document, services may include Custom AI Solutions, Workforce Development, AI Business Assessments, Implementation & Optimization, Speaking & Engagements, AI Roadmapping, AI Workflows, Custom AI Builds, AI Agent & Voice Agent Builds, Prompt Engineering, Custom Platforms & Applications, and 1:1 AI Coaching.

The specific scope, deliverables, schedule, responsibilities, fees, and other requirements for an engagement will be described in the applicable Engagement Document.

Any services or deliverables not expressly included in the agreed scope are outside the scope of the engagement and may require a separate agreement, change order, or additional fees.

Client agrees to provide Davis AI with timely access to the personnel, information, systems, accounts, documentation, approvals, credentials, materials, and other resources reasonably required to perform the services.

Client represents that it has all necessary rights, permissions, and authority to provide any data, content, materials, systems, or information supplied to Davis AI.

Client is responsible for the accuracy and completeness of information it provides and for decisions made based on the services or deliverables.

Delays caused by Client, its personnel, vendors, systems, approvals, or failure to provide required information may result in corresponding changes to schedules, deliverables, or fees.

Client will pay the fees specified in the applicable Engagement Document.

Unless otherwise stated in writing, invoices are due within 15 calendar days of the invoice date.

Client is responsible for applicable sales, use, excise, or similar taxes arising from the services, excluding taxes imposed on Davis AI’s net income.

Davis AI may suspend work or withhold deliverables when undisputed amounts are materially overdue, after providing reasonable notice to Client.

Any deposits, retainers, milestone payments, cancellation fees, or non-refundable amounts will be identified in the applicable Engagement Document.

Either party may request modifications to the scope, schedule, assumptions, or deliverables.

Davis AI is not required to perform materially different or additional work unless the parties agree in writing to the modification, including any resulting adjustments to fees or timing.

Requests for additional revisions, integrations, functionality, meetings, training, development, or support beyond the agreed scope may constitute additional services.

Client acknowledges that artificial intelligence and machine-learning technologies have inherent limitations. AI-generated outputs may be incomplete, inaccurate, inconsistent, outdated, biased, or unsuitable for a particular purpose.

Unless expressly agreed otherwise, Davis AI does not guarantee that AI-generated outputs will be error-free, uninterrupted, unique, or appropriate for use without human review.

Client is responsible for implementing appropriate human oversight and reviewing outputs before relying upon them for material business, legal, financial, employment, healthcare, safety, regulatory, or other consequential decisions.

Davis AI may use third-party software, platforms, APIs, models, infrastructure, and AI services in delivering services when appropriate. Those technologies may be subject to their providers’ own terms, policies, technical limitations, availability, and pricing.

Davis AI does not control or take responsibility for changes, outages, discontinuations, pricing changes, functionality changes, or other actions by third-party providers.

Each party may receive non-public, proprietary, confidential, or commercially sensitive information from the other party (“Confidential Information”).

Each party agrees to use the other party’s Confidential Information only as reasonably necessary to perform or receive services under the Agreement and to protect it using reasonable safeguards.

Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes publicly available without breach of the Agreement; (b) was lawfully known to the receiving party without confidentiality restrictions before disclosure; (c) is lawfully received from a third party without a confidentiality obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.

A party may disclose Confidential Information when legally required to do so, subject to legally permitted notice to the other party.

Client retains its rights in data and materials supplied by Client.

The parties will use commercially reasonable measures appropriate to their respective responsibilities to protect information under their control.

Client will not provide Davis AI with regulated, highly sensitive, confidential, personal, or restricted information unless its inclusion is necessary for the engagement and the parties have agreed upon appropriate handling requirements.

Where an engagement involves material processing of personal, regulated, or particularly sensitive information, the parties may enter into additional privacy, security, data-processing, or compliance terms.

Certain deliverables may be generated or developed with assistance from artificial intelligence technologies.

The availability and scope of intellectual-property protection for AI-generated material may vary by jurisdiction and circumstances. Davis AI does not warrant that any AI-generated element will qualify for copyright, patent, trademark, trade secret, or other intellectual property protection.

Client is responsible for obtaining legal advice when intellectual-property exclusivity or registrability is material to its intended use.

Where an Engagement Document provides an acceptance procedure, that procedure will govern.

Otherwise, Client should promptly notify Davis AI of any material issue with a deliverable so that the parties can reasonably address it within the engagement.

Client remains responsible for its final decision to deploy, publish, integrate, implement, or rely upon any recommendation, system, workflow, application, agent, output, or deliverable.

Davis AI may provide strategy, recommendations, assessments, training, technology, implementation support, and other professional services intended to improve Client capabilities or business outcomes.

However, Davis AI does not guarantee any particular financial return, revenue increase, cost reduction, productivity improvement, lead volume, conversion rate, market position, adoption level, performance result, or other business outcome unless expressly guaranteed in a signed Engagement Document.

Results depend on numerous factors outside Davis AI’s control, including Client implementation, personnel, market conditions, data quality, technology providers, and third-party systems.

Unless expressly stated in a separate written agreement, Davis AI does not provide legal, tax, accounting, investment, medical, employment-law, cybersecurity certification, or regulatory compliance advice.

Information or AI-generated outputs touching these areas should not replace advice from appropriately qualified professionals.

Each party represents that it has authority to enter into the Agreement.

Davis AI will perform professional services with reasonable care consistent with generally accepted professional standards applicable to the nature of the engagement.

Except for warranties expressly stated in the Agreement, and to the maximum extent permitted by applicable law, the services and deliverables are provided “as is,” and Davis AI disclaims implied warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost revenue, lost business opportunities, or loss of data, arising from the Agreement, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, Davis AI’s aggregate liability arising out of or relating to an engagement will not exceed the total fees paid or payable to Davis AI under the applicable Engagement Document during the twelve months immediately preceding the event giving rise to the claim.

Any exclusions from or modifications to this limitation required by applicable law or separately negotiated between the parties will be stated in the applicable Engagement Document.

Client agrees to defend, indemnify, and hold harmless Davis AI and its officers, employees, contractors, and representatives from third-party claims, damages, liabilities, costs, and reasonable legal fees arising from Client Materials, Client’s unlawful use of deliverables, Client’s material breach of the Agreement, or Client’s violation of applicable law or third-party rights.

Any additional or reciprocal indemnification obligations must be stated in the applicable Engagement Document.

Client understands that certain solutions may depend on third-party platforms, software, hosting providers, telecommunications services, AI model providers, APIs, applications, or other vendors.

Unless Davis AI expressly agrees otherwise, Client is responsible for third-party subscriptions, licenses, usage charges, telecommunications costs, hosting costs, and similar expenses attributable to Client’s use.

Davis AI is not responsible for the availability, security, performance, policies, outputs, or conduct of third-party services outside Davis AI’s reasonable control.

The Agreement begins on the date specified in the applicable Engagement Document and continues until its completion or termination in accordance with its terms.

Either party may terminate an engagement for material breach if the breaching party fails to cure the breach within 30 days after receiving written notice describing the breach, unless the breach cannot reasonably be cured.

Any termination-for-convenience rights, minimum commitments, notice periods, or cancellation fees will be specified in the applicable Engagement Document.

Upon termination, Client remains responsible for fees and approved expenses incurred through the effective termination date, as well as any other amounts expressly payable upon termination.

Sections that by their nature should survive termination—including confidentiality, intellectual property, payment obligations, limitations of liability, indemnification, and dispute provisions—will survive.

Davis AI will not publicly disclose Client’s Confidential Information.

Davis AI may identify Client as a customer or use Client’s name, logo, testimonials, project details, results, or case-study materials for marketing purposes only with Client’s permission or as expressly authorized in the applicable Engagement Document.

Davis AI is an independent contractor and not Client’s employee, partner, joint venturer, fiduciary, or agent.

Neither party has authority to bind the other except as expressly authorized in writing.

If included in an applicable Engagement Document and to the extent permitted by applicable law, the parties may agree to reasonable restrictions regarding direct solicitation of personnel materially involved in the engagement.

No restriction is created by this section unless its applicable duration and scope are expressly stated in the Engagement Document.

Neither party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disruptions, widespread internet or infrastructure failures, governmental actions, or material failures of third-party technology providers.

This section does not excuse Client’s obligation to pay amounts already due for services performed.

The Agreement will be governed by the laws of the State of Delaware, without regard to conflict-of-law principles.

Any dispute arising from or relating to the Agreement will be resolved in the state or federal courts located in Delaware, and each party consents to their jurisdiction and venue, unless the applicable Engagement Document establishes a different dispute-resolution procedure.

Formal notices under the Agreement must be provided to the contact information specified in the applicable Engagement Document or to another address designated by a party in writing.

Email may constitute written notice where permitted by the Agreement and applicable law.

Neither party may assign the Agreement without the other party’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets, subject to applicable law.

The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, proposals, representations, and understandings relating to that subject matter.

Any amendment must be made in writing and agreed to by authorized representatives of both parties.

If any provision of the Agreement is determined to be invalid or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

Failure to enforce a provision on one occasion does not waive the right to enforce that provision later.

The Agreement may be executed electronically and in counterparts. Electronic signatures and electronic acceptance may have the same effect as original signatures to the extent permitted by applicable law.

Questions regarding these Terms may be directed to:

Davis AI Collective

OAD Holdings LLC

Email: contact@davisaicollective.com