Terms of Service

1. Acceptance of Terms

By accessing or using any service provided by Alhambra Technology Group, LLC (“ATG,” “we,” “us,” or “our”), including this website (alhambra.ai), managed AI applications, consulting engagements, or advisory services, you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”).

If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, do not use our services.

2. Services

ATG provides the following categories of services:

Managed AI Applications — Custom-configured AI software delivered as monthly subscriptions. ATG builds, hosts, maintains, and supports the application. Specific terms for each deployment are governed by a separate Master Services Agreement (MSA) and Statement of Work (SOW).

Modernization Projects — Fixed-scope consulting engagements covering business process redesign, system integration, AI implementation, and platform migration. Scope, deliverables, and payment terms are defined in a signed SOW.

Fractional Advisory — CTO-level strategic guidance provided on an hourly or monthly retainer basis. Terms are defined in a signed engagement letter or MSA.

Specific service terms, pricing, deliverables, and timelines are established in separate written agreements signed by both parties. In the event of a conflict between these Terms and a signed agreement, the signed agreement controls.

3. Client Accounts and Responsibilities

You are responsible for maintaining the confidentiality of any login credentials, API keys, or access tokens provided in connection with ATG services. You agree to notify ATG immediately at hello@alhambra.ai if you suspect unauthorized access to your account or credentials.

You are responsible for ensuring that your use of ATG services complies with all applicable laws, regulations, and third-party agreements, including but not limited to data privacy laws (CCPA, GDPR where applicable), industry-specific regulations, and software license terms.

You agree not to:

• Use ATG services to process, store, or transmit data in violation of applicable law
• Interfere with or disrupt ATG’s infrastructure, systems, or services
• Reverse engineer, copy, or resell ATG services without prior written authorization
• Use ATG services to send unsolicited communications or engage in fraudulent activity

4. Payment Terms

Setup fees are due upon execution of a signed Statement of Work, prior to commencement of work.

Monthly subscription fees are billed on the same day each month following the initial setup. Annual contracts paid upfront receive a discount as specified in the applicable SOW.

Invoice terms: Invoices are due within 15 days of issuance (Net 15). Overdue balances accrue interest at 1.5% per month (18% annually) after the due date.

ATG reserves the right to suspend services for accounts with balances more than 30 days overdue, with 5 business days written notice.

All fees are stated in US dollars. Refunds are not issued for services already rendered except as required by applicable law or as expressly stated in a signed agreement.

5. Intellectual Property

ATG IP — ATG retains all intellectual property rights in its proprietary software, methodologies, templates, tools, and pre-existing materials, including any AI models, code libraries, or frameworks developed independently of a specific client engagement.

Deliverables — Deliverables created specifically for a client engagement are owned as specified in the applicable MSA or SOW. Unless a signed agreement expressly transfers ownership, deliverables remain the property of ATG and are licensed to the client for their intended use.

Client data — Client data, content, and materials provided to ATG remain the property of the client. ATG uses client data solely to perform the agreed services and does not sell, license, or share client data with third parties except as required to deliver the services (e.g., cloud infrastructure providers) or as required by law.

Trademarks — The ATG name, logo, and “alhambra.ai” domain are trademarks of Alhambra Technology Group, LLC. You may not use ATG’s name, logo, or marks without prior written consent.

6. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with ATG services (“Confidential Information”), and to use Confidential Information solely for the purpose of the engagement.

Confidential Information does not include information that:

• Is or becomes publicly available through no breach of these Terms
• Was known to the receiving party before disclosure
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice

Confidentiality obligations survive termination of these Terms or any service agreement for a period of three (3) years.

7. Data Privacy and Security

ATG collects and processes data as described in our Privacy Policy.

For managed AI applications and consulting engagements, ATG acts as a service provider under the California Consumer Privacy Act (CCPA). ATG does not sell client personal data. ATG implements reasonable technical and organizational security measures appropriate to the nature of the data processed.

Clients are responsible for:

• Obtaining any required consents from their own customers or employees before providing their data to ATG for processing
• Maintaining appropriate security controls on their own systems and credentials
• Notifying ATG promptly of any suspected security incident involving ATG services

ATG is not responsible for data breaches caused by client-side security failures, third-party infrastructure providers beyond ATG’s reasonable control, or client failure to follow ATG’s security recommendations.

8. Disclaimer of Warranties

ATG PROVIDES SERVICES “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ATG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ATG does not warrant that services will be uninterrupted, error-free, or free from security vulnerabilities. AI-powered applications may produce inaccurate, incomplete, or unexpected outputs. Clients are responsible for reviewing and validating AI outputs before acting on them.

Nothing in these Terms excludes warranties that cannot be excluded under applicable California or federal law.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ATG’S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR ATG SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO ATG IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500).

ATG SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, EVEN IF ATG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. IN THOSE JURISDICTIONS, ATG’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Term and Termination

These Terms remain in effect for as long as you use ATG services or maintain an active service agreement.

Subscription termination — Either party may terminate a monthly subscription with 30 days written notice. Annual contracts may be terminated early only as specified in the applicable SOW — early termination fees may apply.

ATG may suspend or terminate services immediately if:

• You materially breach these Terms and fail to cure the breach within 10 business days of written notice
• You fail to pay overdue amounts after notice
• ATG determines continued service poses a legal, security, or reputational risk

Upon termination, your right to use ATG services ceases immediately. ATG will provide a reasonable transition period for data export upon request, as specified in the applicable service agreement.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of California, without regard to its conflict of law provisions.

Any dispute arising out of or related to these Terms or ATG services that cannot be resolved informally shall be submitted to binding arbitration administered by JAMS in Los Angeles County, California, under its Streamlined Arbitration Rules and Procedures. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

You agree that any claim must be brought in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

12. General Provisions

Entire Agreement — These Terms, together with any signed MSA, SOW, or engagement letter, constitute the entire agreement between you and ATG regarding your use of ATG services and supersede all prior agreements on the same subject.

Severability — If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.

Waiver — ATG’s failure to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision in the future.

Assignment — You may not assign your rights or obligations under these Terms without ATG’s prior written consent. ATG may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices — Notices to ATG must be sent to hello@alhambra.ai. ATG may send notices to the email address on file for your account.

Modifications — ATG reserves the right to modify these Terms at any time. Material changes will be communicated via email or a prominent notice on alhambra.ai. Continued use of ATG services after the effective date of changes constitutes acceptance of the updated Terms.

Not Affiliated — Alhambra Technology Group, LLC is not affiliated with any government agency or public institution.

Contact

For questions about these Terms, contact ATG at:

Email: hello@alhambra.ai

Website: alhambra.ai

Mailing address: Alhambra Technology Group, LLC, Alhambra, California