Terms of service.

AlphaPrism is an agentic AI and automation studio based in Los Angeles, California. We design and build AI agents (voice, custom), workflow automations, data pipelines, internal tools, and design and web work for local service businesses and small to mid-sized companies.

Every project we take on is defined by a written proposal, statement of work, or order form (the "SOW"). The SOW lists the deliverables, timeline, fees, and any project-specific terms. If the SOW conflicts with these terms, the SOW controls for that project.

Work that is not described in the SOW is out of scope. Changes to scope require a written change order signed by both sides, which may adjust fees and timeline.

Fees, payment milestones, and payment methods are stated in the SOW. Unless the SOW says otherwise, invoices are due within 14 days of issue. Late payments may accrue interest at 1.5% per month or the maximum allowed by California law, whichever is lower.

Pass-through costs for third-party software (for example: OpenAI, Anthropic, Vapi, Twilio, n8n cloud, Supabase, Vercel, Cal.com, Resend, hosting, domain registrations) are billed at cost and are the client's responsibility unless the SOW explicitly bundles them.

When you have paid in full for a project, you own the custom deliverables we produced for you under that SOW: source code we wrote for you, workflow configurations, prompts authored for your use case, written copy, and visual designs. We assign those rights to you on receipt of final payment.

We retain ownership of everything we bring to the engagement that pre-existed it or that we develop independently: our internal libraries, agent frameworks, templates, methodologies, and know-how. We grant you a perpetual, non-exclusive, worldwide license to use those pieces solely as embedded in your deliverables.

Third-party software remains owned by its respective vendor and is governed by that vendor's license.

We may reference your project in our portfolio and case studies in a reasonable way (company name, industry, deliverables, anonymized metrics) unless your SOW marks the engagement confidential.

Each side will protect the other's confidential information with the same care it uses for its own, and will not disclose it except to employees, contractors, and advisors who need to know and are bound by similar obligations. Confidentiality does not apply to information that is public, independently developed, or required to be disclosed by law.

Our AI agents and automations rely on third-party large language models, speech systems, and APIs whose outputs are probabilistic. Outputs may be inaccurate, incomplete, biased, or unsafe. You are responsible for reviewing AI-generated output before relying on it for decisions, communicating it to customers, or taking action based on it.

We do not warrant that an AI agent will produce a particular result, hit a particular metric, or behave identically on every request. We design with guardrails, monitoring, and human review patterns where appropriate, but no guardrail is perfect. You agree that any output of an AI system is provided "as is".

If your project handles personal data, health information, financial data, or other regulated data, you are responsible for telling us before engagement so we can scope appropriate safeguards. We do not handle Protected Health Information (PHI) or process card data (PCI) unless explicitly contracted to do so.

When we build data scraping pipelines or automations that interact with third-party platforms, you confirm you have the right to access and process the data in question. Many platforms (search engines, social networks, listing sites) prohibit or rate-limit automated access in their terms of service. You are responsible for ensuring our work complies with those terms. We will flag known policy risks during scoping but cannot monitor every platform's terms over time.

Beyond the express commitments in the SOW, we provide our services "as is" and disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent allowed by law, neither side will be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility of such damages. Our total cumulative liability for any claim arising out of or related to a project will not exceed the fees you paid us under that project's SOW in the 12 months preceding the event giving rise to the claim.

These limits do not apply to either side's indemnification obligations, breaches of confidentiality, breaches of intellectual property terms, or gross negligence or willful misconduct.

You agree to indemnify and hold AlphaPrism harmless from claims, damages, and expenses (including reasonable legal fees) arising from your use of the deliverables in violation of these terms, your breach of any third-party platform's terms, or your handling of regulated data outside the scope of the SOW.

We will indemnify you against third-party claims that our original deliverables infringe a US copyright, provided you notify us promptly, give us control of the defense, and reasonably cooperate.

Either side may terminate a project for material breach if the other side fails to cure within 15 days of written notice. On termination, you owe us for all work performed up to the termination date, and we will deliver work in progress as-is. Sections that by their nature should survive termination (intellectual property, confidentiality, limitation of liability, indemnification, governing law) survive.

These terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Los Angeles County, California, and each side consents to personal jurisdiction there.

We may update these terms from time to time. The "Last updated" date at the top reflects the current version. Material changes will be posted to this page. Continued use of the site after changes means you accept the new terms.

Questions about these terms? Email sergio@alphaprism.net.