Last Updated: December 3, 2025
Welcome to aiChemist Agency. These Online Services Terms ("TOS") govern your access to and use of the consulting, development, and other services ("Services") provided by aiChemist Agency, a Georgia entity ("aiChemist," "we," "us").
By completing a payment through our payment gateway (e.g., Stripe), clicking an acceptance checkbox, or otherwise indicating your assent electronically, you ("Client," "you") create a legally binding contract and agree to be bound by this TOS. This action constitutes your electronic signature.
These terms represent our standard agreement. However, we often engage in custom projects governed by a separate Master Services Agreement ("MSA") and/or Statement of Work ("SOW"). The following hierarchy applies:
If a separate MSA and/or SOW is explicitly referenced and linked during your payment or checkout process, or has been separately executed between you and aiChemist, the terms of that specific MSA/SOW shall prevail and control over any conflicting terms in this generic TOS.
If no separate MSA or SOW is referenced or in place for the specific services being purchased, this TOS governs the entire engagement.
aiChemist provides AI and software consulting, development, integration, and related technical and strategic services. The specific scope of services, deliverables, timelines, and pricing for your engagement will be described in the applicable Statement of Work, proposal, invoice, or the description provided on the payment or checkout page.
Client agrees to pay all fees as specified in the applicable SOW, invoice, or checkout description. Unless otherwise stated, all payments for retainer periods or project milestones are due in advance and are non-refundable once the service period has begun. Client is responsible for all applicable sales, use, and other taxes, excluding taxes on aiChemist's net income.
This TOS is effective as of your initial acceptance and continues as long as services or subscriptions are active. Either party may terminate this agreement for a material breach if the breaching party fails to cure the breach within thirty (30) days of written notice. aiChemist may suspend or terminate services immediately for non-payment of fees. Upon termination, Client shall pay for all services performed and any non-cancelable expenses incurred up to the date of termination.
aiChemist retains all right, title, and interest in and to its pre-existing intellectual property, including its software, tools, frameworks, libraries, and know-how used to provide the Services.
Client retains all right, title, and interest in and to the data and materials it provides to aiChemist ("Client Data"). Subject to Client's full payment of fees, aiChemist grants Client a perpetual, worldwide, non-exclusive license to use the final, specific deliverables created for Client for its internal business purposes.
Each party agrees not to disclose the other party's non-public information ("Confidential Information") to any third party, except as required to perform the Services or as required by law. Both parties will use a reasonable degree of care to protect Confidential Information.
aiChemist warrants that it will perform the Services in a professional and workmanlike manner.
EXCEPT FOR THE FOREGOING, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED "AS IS." AICHEMIST DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. AICHEMIST DOES NOT GUARANTEE ANY SPECIFIC BUSINESS OUTCOMES OR RESULTS. AICHEMIST IS NOT RESPONSIBLE FOR THE PERFORMANCE, RELIABILITY, OR POLICIES OF ANY THIRD-PARTY PLATFORMS, MODELS, OR APIS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF AICHEMIST ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO AICHEMIST IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL AICHEMIST BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Client agrees to indemnify, defend, and hold harmless aiChemist from and against any third-party claims, damages, and expenses arising from (a) Client's misuse of the Services or deliverables in violation of law or this TOS, or (b) any Client Data that infringes upon a third party's intellectual property rights.
Client acknowledges that providing AI-related services may require the use of Client Data with third-party AI models. aiChemist will use commercially reasonable security measures to protect Client Data. Client is solely responsible for the review, accuracy, and downstream use of any outputs generated by AI systems.
This TOS shall be governed by the laws of the State of Georgia, without regard to its conflict of laws principles. The parties agree that the exclusive jurisdiction and venue for any dispute arising from this TOS shall be the state and federal courts located in Fulton County, Georgia.
This TOS, together with any SOW, MSA, or order form that explicitly references it or is referenced during checkout, constitutes the entire agreement between the parties.
Client may not assign this agreement without the prior written consent of aiChemist.
aiChemist may update this TOS for future transactions by posting a new version at the URL where this TOS is made available. The version in effect at the time of your acceptance will govern the transaction.
If any provision of this TOS is found to be unenforceable, the remaining provisions will remain in full force and effect.