The rules that govern our work.

By using the site, you accept these terms.

These Terms of Service ("Terms") form a binding agreement between you and Silicon Prime AI, a Delaware corporation with its principal place of business in Los Angeles, California ("Silicon Prime," "we," "us"). By accessing siliconprime.ai, contacting us, or signing an engagement contract, you accept these Terms in full. If you do not accept, do not use the site or our services.

What we do, and what we don't.

Silicon Prime is an applied AI lab. We provide consulting, design, engineering, evaluation, and delivery services related to enterprise AI systems, modern software delivery, and Responsible AI adoption. The specific services we provide to a client are described in a written Statement of Work or Master Services Agreement signed by both parties.

We do not provide legal, tax, accounting, medical, or fiduciary advice. Nothing on this website or in any unsigned communication should be construed as a guarantee of business outcomes.

Every project starts with a signed contract.

Silicon Prime does not begin paid work until we have a fully executed engagement contract in place. That contract — typically a Master Services Agreement plus one or more Statements of Work — defines:

• The scope of work, deliverables, and acceptance criteria.
• The timeline and any committed milestones.
• The fee, payment schedule, and any ROI-linked components.
• The intellectual property assignment and license terms.
• The data-handling, security, and confidentiality terms.
• Termination, change-control, and dispute-resolution mechanics.

If a term in these Terms conflicts with the signed engagement contract, the engagement contract controls.

Fixed-fee. Net-15. No hourly games.

Our default commercial model is fixed-fee against a defined scope, with payment tied to milestones and, where appropriate, to ROI outcomes. Unless the engagement contract specifies otherwise:

• Invoices are due net 15 days from the invoice date.
• Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law.
• Fees are exclusive of taxes; clients are responsible for any applicable sales, use, VAT, or withholding tax.
• Expenses (travel, third-party software licenses) are billed at cost and require advance approval where they exceed pre-agreed thresholds.

We do not bill by the hour, by the day, or by the seat unless the engagement contract explicitly says so.

You own what we build for you.

Unless the engagement contract states otherwise, all custom deliverables — code, model configurations, prompts, evaluation suites, design assets, and documentation produced specifically for the client — are work-for-hire and become the client's exclusive property upon final payment.

Silicon Prime retains ownership of its pre-existing methodologies, frameworks, internal libraries, and the Aegis AI methodology, which is licensed to the client for use within its organization for the lifetime of the deliverable. Generic engineering know-how, residual learning, and aggregate insights remain with Silicon Prime.

Each party retains all rights in its own marks, brand, and trademarks. Use of either party's name or marks in marketing requires prior written consent.

What we need from you.

To deliver on our commitments, we rely on the client to:

• Designate an executive sponsor empowered to make scope and acceptance decisions.
• Provide timely access to systems, data, stakeholders, and reviews required by the engagement.
• Ensure that data shared with Silicon Prime is lawful to share and free of third-party restrictions that would impede the engagement.
• Respond to deliverables and approval requests within the SLAs defined in the engagement contract.
• Pay invoices according to the agreed schedule.

Client delays in any of the above may shift timelines or trigger change-control under the engagement contract.

What we hear in the room stays in the room.

Each party will treat the other's non-public information as confidential and use it only to perform under the engagement. The standard confidentiality term in our Master Services Agreement is five years from the date of disclosure, extended indefinitely for trade secrets. Confidentiality obligations survive termination of the engagement.

We will not disclose your identity as a client without your written consent. We will not use your logo or describe your engagement in marketing materials unless you have explicitly approved the language in writing.

What we stand behind.

Silicon Prime warrants that its services will be performed in a professional and workmanlike manner consistent with industry standards. Where deliverables are defined with explicit acceptance criteria, we warrant that they will meet those criteria upon delivery, subject to the change-control process in the engagement contract.

EXCEPT AS EXPRESSLY STATED, SILICON PRIME PROVIDES THE WEBSITE AND ITS SERVICES "AS IS" AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OR COMPLETENESS OF INFORMATION ON THE WEBSITE.

Capped at the engagement fees.

EXCEPT FOR LIABILITY ARISING OUT OF (i) A PARTY'S CONFIDENTIALITY OBLIGATIONS, (ii) A PARTY'S INDEMNIFICATION OBLIGATIONS, OR (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THE ENGAGEMENT WILL EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT TO SILICON PRIME UNDER THE APPLICABLE STATEMENT OF WORK IN THE TWELVE MONTHS PRECEDING THE CLAIM.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

We cover IP claims tied to our work.

Silicon Prime will defend and indemnify the client against third-party claims alleging that Silicon Prime's deliverables, as delivered and used in accordance with the engagement contract, infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret. The client will defend and indemnify Silicon Prime against third-party claims arising from (i) the client's data or materials provided to Silicon Prime, or (ii) use of the deliverables outside the scope of the license granted.

How either side walks away.

Either party may terminate an engagement for material breach upon 30 days' written notice if the breach remains uncured. Either party may terminate for convenience as defined in the applicable Statement of Work (typically with 30 days' notice and payment for work performed and committed expenses through the termination date).

Termination of an engagement does not affect rights and obligations that by their nature survive termination — including payment for work delivered, confidentiality, IP assignment, indemnification, and limitation of liability.

California law. Arbitration in Los Angeles.

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute that cannot be resolved through good-faith negotiation will be submitted to binding arbitration in Los Angeles, California under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's award may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the above, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

The standard stuff.

• Entire agreement. These Terms together with the signed engagement contract constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings.
• Amendment. These Terms may be updated by Silicon Prime from time to time; material changes will be communicated to active clients at least 30 days before they take effect.
• Assignment. Neither party may assign this agreement without the other's prior written consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
• Force majeure. Neither party will be liable for delays caused by events beyond its reasonable control, provided the affected party gives prompt notice and resumes performance as soon as practicable.
• Severability. If any provision is found unenforceable, the remaining provisions remain in full force and the unenforceable provision will be reformed to reflect the parties' intent.
• Notices. Legal notices to Silicon Prime: legal@siliconprime.ai, with a copy by U.S. mail to Silicon Prime AI, Los Angeles, California.