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LEGAL

Terms of Service

Effective Date: March 10, 2026

Welcome to Holy City AI (holycity.ai), a website operated by A to Z Tech Innovations, LLC ("Company," "we," "us," or "our"), a limited liability company organized under the laws of the State of South Carolina, with its principal place of business in Charleston, SC.

By accessing or using our website and services, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our website or engage our services.

1. Overview of Services

Holy City AI provides artificial intelligence consulting services, including but not limited to AI strategy development, workflow automation, custom AI solution design, implementation, integration, and ongoing advisory services (collectively, "Services"). The specific scope, deliverables, timeline, and fees for any engagement will be defined in a separate Statement of Work ("SOW") or written agreement signed by both parties.

2. Engagement and Scope of Work

All consulting engagements are governed by a mutually agreed-upon SOW. Each SOW will specify:

  • A description of the services to be performed
  • Project deliverables, milestones, and timelines
  • Fees, payment schedule, and billing terms
  • Roles and responsibilities of each party
  • Any assumptions or dependencies

In the event of a conflict between these Terms and a specific SOW, the terms of the SOW shall prevail with respect to that engagement.

3. Client Responsibilities

To enable us to deliver the Services effectively, you agree to:

  • Provide timely access to relevant data, systems, personnel, and information as reasonably required
  • Designate a primary point of contact for communication and decision-making
  • Review and provide feedback on deliverables within the timeframes specified in the SOW
  • Ensure that any data or materials you provide to us do not infringe upon the rights of any third party
  • Comply with all applicable laws and regulations regarding the use of AI technologies within your organization

4. Fees and Payment

Fees for our Services will be set forth in each SOW. Unless otherwise specified:

  • Invoices are issued on a schedule defined in the SOW (e.g., monthly, upon milestone completion, or upon project completion)
  • Payment is due within thirty (30) days of the invoice date
  • All fees are quoted in U.S. dollars and are exclusive of applicable taxes
  • Late payments may incur a fee of 1.5% per month or the maximum rate permitted by law, whichever is less
  • You are responsible for any applicable sales, use, or similar taxes arising from the Services

We reserve the right to suspend work on any engagement if payment is more than thirty (30) days overdue.

5. Intellectual Property

5.1 Client Materials

You retain all ownership rights in any data, content, or materials you provide to us ("Client Materials"). You grant us a limited, non-exclusive license to use Client Materials solely for the purpose of delivering the Services.

5.2 Deliverables

Upon full payment for the applicable engagement, ownership of custom deliverables specifically created for you under a SOW ("Deliverables") will transfer to you, except as described below regarding Pre-Existing IP.

5.3 Pre-Existing Intellectual Property

We retain all rights in our pre-existing tools, methodologies, frameworks, code libraries, templates, and know-how ("Pre-Existing IP") that may be used in or incorporated into the Deliverables. We grant you a non-exclusive, perpetual, royalty-free license to use any Pre-Existing IP embedded in the Deliverables solely in connection with your use of those Deliverables.

5.4 General Knowledge

Nothing in these Terms restricts our right to use general skills, knowledge, experience, and techniques acquired or developed during the course of an engagement, provided that we do not disclose your Confidential Information.

6. Confidentiality

Each party agrees to treat as confidential any non-public information disclosed by the other party in connection with the Services ("Confidential Information"). This includes, but is not limited to, business plans, technical data, trade secrets, customer information, and proprietary processes.

Neither party shall disclose the other's Confidential Information to any third party or use it for any purpose other than performing obligations under these Terms, except:

  • With the disclosing party's prior written consent
  • As required by law or legal process, provided that the receiving party gives prompt notice to the disclosing party
  • To the receiving party's employees, contractors, or advisors on a need-to-know basis, provided they are bound by confidentiality obligations at least as protective as these Terms

Confidentiality obligations survive for three (3) years following the termination of the applicable engagement.

7. Warranties and Disclaimers

We warrant that we will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS." WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that any AI model, algorithm, or automated system will produce specific results, achieve particular accuracy levels, or be free from errors or biases. AI technologies are inherently probabilistic, and outcomes may vary.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A TO Z TECH INNOVATIONS, LLC, ITS MEMBERS, MANAGERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO US UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Indemnification

You agree to indemnify, defend, and hold harmless A to Z Tech Innovations, LLC and its members, managers, employees, and contractors from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from:

  • Your use of the Deliverables or Services
  • Your breach of these Terms
  • Your violation of any applicable law or regulation
  • Any claim that Client Materials infringe upon the rights of a third party

10. Termination

Either party may terminate an engagement for any reason by providing thirty (30) days' written notice to the other party. Either party may terminate immediately upon written notice if the other party:

  • Materially breaches these Terms or the applicable SOW and fails to cure such breach within fifteen (15) days of receiving written notice
  • Becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business

Upon termination:

  • You shall pay for all Services performed and expenses incurred through the effective date of termination
  • We will deliver all completed and in-progress Deliverables for which payment has been received
  • Each party shall return or destroy the other party's Confidential Information upon request
  • Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law shall survive termination

11. Independent Contractor

We perform the Services as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between the parties. We retain full control over the manner and means by which we perform the Services.

12. Use of Website

By using the Holy City AI website, you agree not to:

  • Use the website for any unlawful purpose
  • Attempt to gain unauthorized access to any portion of the website, server, or systems
  • Transmit any malicious code, viruses, or harmful material
  • Scrape, data mine, or use automated means to collect content from the website without our prior written consent
  • Impersonate any person or entity or misrepresent your affiliation

We reserve the right to restrict or terminate your access to the website at our sole discretion.

13. Third-Party Services and AI Platforms

Our Services may involve the use of third-party AI platforms, APIs, cloud services, or software tools. We are not responsible for the terms, policies, performance, or availability of any third-party services. Your use of third-party services may be subject to their respective terms and conditions.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, acts of government, internet or infrastructure failures, or disruptions to third-party AI platforms or services.

15. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Charleston County, South Carolina.

16. Dispute Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation for a period of at least thirty (30) days. If the dispute cannot be resolved through negotiation, either party may pursue remedies available under applicable law in the courts specified above.

17. Modifications

We reserve the right to update or modify these Terms at any time. Any changes will be posted on this page with an updated effective date. Your continued use of the website or Services after such changes constitutes your acceptance of the revised Terms. For active engagements, material changes to these Terms will not apply retroactively without your written consent.

18. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

19. Entire Agreement

These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior or contemporaneous communications, representations, or agreements, whether written or oral.

20. Contact

If you have questions about these Terms of Service, please contact us at:

A to Z Tech Innovations, LLC
d/b/a Holy City AI
Charleston, SC
hello@holycity.ai
holycity.ai