Terms of Service

All engineering services are governed by a separate Statement of Work (SOW) signed by both parties. The terms herein serve as the general framework under which all projects are executed. ChipTalk.AI provides hardware design, embedded systems, AI/ML engineering, industrial design, and custom software development. Each engagement is scoped, priced, and scheduled in the applicable SOW.

Upon full payment for services, all intellectual property developed specifically for the client during the engagement shall be assigned to the client, provided that ChipTalk.AI retains a perpetual, royalty-free license to use any generalized methodologies, tooling, and pre-existing background IP. ChipTalk.AI's background IP includes but is not limited to: the Neural Fabric Methodology, reference architectures, software libraries, and design patterns developed prior to or independently of the client engagement.

Both parties agree to maintain strict confidentiality regarding all proprietary information disclosed during the engagement. Confidential information includes technical specifications, business strategies, source code, schematics, and any data marked as confidential or reasonably understood to be confidential. This obligation survives the termination of the engagement for a period of five (5) years.

ChipTalk.AI warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. All deliverables are provided "as is" except as expressly set forth in the applicable SOW. To the maximum extent permitted by law, ChipTalk.AI disclaims all implied warranties, including merchantability and fitness for a particular purpose, unless explicitly stated in the SOW.

Neither party shall be liable for indirect, incidental, consequential, or special damages arising from or related to the services, even if advised of the possibility of such damages. Each party's total liability shall not exceed the fees paid by the client for the specific engagement giving rise to the claim. This limitation does not apply to breaches of confidentiality, IP infringement, or gross negligence.

These terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Any disputes arising from these terms shall be resolved exclusively in the state or federal courts located in Santa Clara County, California.