Terms of Service

1. Definitions & Jurisdiction

1.1 Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Hawaii, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in Honolulu County, Hawaii, and the parties hereby consent to the personal jurisdiction and venue of such courts.

1.2 Definitions

For the purposes of these Terms, the following definitions apply:

"Company," "We," "Us," or "Our" refers to Martin Zialcita Consulting, a sole proprietorship operating in the State of Hawaii.
"Client," "You," or "Your" refers to the individual or organization engaging our services.
"Services" refers collectively to all offerings provided by Martin Zialcita Consulting, including but not limited to:

•Strategic AI Consulting: One-time projects, monthly retainers, and fractional Chief AI Officer (CAIO) advisory services.

•Public Speaking & Workshops: Keynote presentations, training sessions, and educational events delivered in-person or virtually.

•Digital Products: Downloadable toolkits, PDF guides, implementation frameworks, and other educational materials available for purchase or download.

1.3 Agreement to Terms

By accessing our website, booking a consultation, purchasing a digital product, or engaging any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our separate Privacy Policy. If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Intellectual Property Rights

2.1 The "Shuhari System" & Proprietary Methodologies

The Shuhari System™, all associated frameworks, training methodologies, workshop curricula, and proprietary AI implementation processes developed by Martin Zialcita are the exclusive intellectual property of Martin Zialcita Consulting. These materials are protected by copyright, trademark, and trade secret laws.

Client License: When you engage our Services, you receive a limited, non-exclusive, non-transferable license to use our methodologies and frameworks solely for your organization's internal operations. You may NOT:

Resell, repackage, or redistribute the Shuhari System or any proprietary materials
Claim authorship or ownership of our methodologies
Use our frameworks to provide consulting services to third parties without written permission
Modify, reverse-engineer, or create derivative works based on our proprietary materials

2.2 Client-Specific Deliverables

You Own Your Custom Work: Any specific deliverables created exclusively for your organization during a consulting engagement are your property upon full payment. This includes:

Custom GPT prompt libraries tailored to your organization
Organization-specific AI implementation roadmaps and strategic reports
Custom automation workflows built specifically for your operations
Training materials customized with your organization's branding and examples

Important Distinction: While you own these specific deliverables, the underlying methodology, templates, and frameworks used to create them remain the property of Martin Zialcita Consulting.

2.3 Portfolio & Case Study Rights

We reserve the right to use anonymized or aggregated results from client engagements as case studies for marketing purposes (e.g., "A Hawaii education nonprofit increased grant submissions by 3x"). If we wish to use your organization's name or specific details, we will request your explicit written permission. You may decline without affecting our service relationship.

3. AI Disclaimer & Liability

⚠️ CRITICAL: AI Technology Limitations

By engaging our services, you acknowledge that artificial intelligence tools can produce errors, inaccuracies, or "hallucinations." All AI-generated content must be reviewed by a qualified human before publication or submission.

3.1 Human-in-the-Loop Requirement: While we leverage advanced AI tools (including but not limited to ChatGPT, Claude, Make.com, and custom GPTs), the Client acknowledges that:

AI outputs may contain factual errors, biases, or inappropriate content.
The Client is responsible for reviewing, editing, and approving all AI-generated deliverables before use.
Martin Zialcita Consulting is not liable for errors in AI outputs that were not caught during Client review.

3.2 Third-Party AI Tools: We do not warrant the uptime, accuracy, or future availability of third-party AI platforms (e.g., OpenAI, Anthropic, Google). If a third-party provider:

Changes pricing or API access,
Experiences downtime or service interruptions,
Modifies their terms of service in ways that affect our deliverables,

We will work with the Client to find alternative solutions, but we are not liable for disruptions caused by third-party vendors.

3.3 No Guarantee of Specific Outcomes: AI consulting is advisory in nature. We do not guarantee that implementing our recommendations will result in specific funding amounts, time savings, or operational improvements. Results depend on factors outside our control, including Client execution, organizational capacity, and external market conditions.

4. 100% Money-Back Satisfaction Guarantee

✓ Our Commitment to Your Success

We stand behind the quality of our work. If you're not satisfied with our services, we offer a 100% money-back guarantee under the terms outlined below.

4.1 Guarantee Coverage: This guarantee applies to all products and services offered by Martin Zialcita Consulting, including:

Strategic AI Consulting (Retainers and One-Time Projects)
Public Speaking Engagements and Workshops
Digital Products (Downloadable Toolkits, PDFs, and Training Materials)

4.2 Guarantee Terms by Service Type:

Consulting Services (Retainers & Projects):

If you are not satisfied with the quality of our work within the first 30 days of engagement, you may request a full refund of fees paid during that period.
For ongoing retainers, you may cancel at any time with 30 days' notice and receive a prorated refund for unused services in the current billing cycle.
To qualify, you must have actively participated in scheduled meetings, provided requested information, and allowed us reasonable opportunity to address concerns.

Speaking Engagements & Workshops:

If your audience is not satisfied with the presentation or workshop, you may request a full refund within 7 days of the event.
Refund requests must include specific feedback about what did not meet expectations.
We will work with you to understand concerns and, if appropriate, offer a complimentary follow-up session before processing a refund.
Deposits paid to hold event dates are refundable if cancellation occurs more than 30 days before the scheduled event.

Digital Products (Toolkits, PDFs, Training Materials):

If you are not satisfied with a digital product, you may request a full refund within 30 days of purchase.
Refund requests must include specific feedback about what did not meet your expectations or needs.
Upon refund, you agree to delete all copies of the digital product and cease using any materials contained within.

4.3 How to Request a Refund: To request a refund under this guarantee:

Contact us at martin@AIMarketingBox.org or call (808) 722-6611
Provide your name, service/product purchased, and specific reasons for dissatisfaction
Allow us 48 hours to respond and attempt to resolve your concerns
If resolution is not possible, we will process your refund within 7 business days

4.4 Exclusions: This guarantee does not apply to:

Refund requests made after the applicable time period (30 days for consulting/digital products, 7 days for events)
Services where the Client failed to provide necessary information, access, or cooperation
Dissatisfaction with outcomes that resulted from Client's failure to implement recommendations
Third-party tool costs or subscriptions purchased separately by the Client
Requests made in bad faith or after substantial work has been completed and accepted

4.5 Our Philosophy: This guarantee reflects our commitment to delivering exceptional value to Hawaii's nonprofit community. We believe in earning your trust through results, not contracts. If we don't deliver on our promises, you shouldn't pay.

5. Payment Terms & Cancellation Policies

5.1 Consulting Retainers (Monthly Engagements):

Billing: Invoiced monthly in advance on the 1st of each month.
Payment Due: Net 15 days from invoice date.
Cancellation: Either party may terminate with 30 days' written notice. Client will receive a prorated refund for unused services in the final month (subject to Section 4 Satisfaction Guarantee).
Late Payments: Accounts more than 15 days overdue may be subject to service suspension and a 1.5% monthly late fee.

5.2 One-Time Consulting Projects (e.g., AI Audits):

Deposit: 50% deposit required to begin work.
Final Payment: Remaining 50% due upon delivery of final deliverables.
Refunds: Subject to Section 4 (100% Money-Back Satisfaction Guarantee).

5.3 Speaking Engagements & Workshops:

Deposit: 50% deposit required to hold the event date.
Final Payment: Remaining 50% due 7 days before the event.
Cancellation by Client:
- More than 30 days before event: Full refund of deposit (per Section 4 Guarantee)
- Less than 30 days before event: Deposit is non-refundable (covers opportunity cost and preparation time)
Cancellation by Consultant: If Martin Zialcita must cancel due to emergency or unforeseen circumstances, Client receives a full refund plus the option to reschedule at no additional cost.

5.4 Digital Products (Downloadable Toolkits, PDFs):

Payment: Full payment required at time of purchase.
Delivery: Instant download link provided via email upon payment confirmation.
Refunds: Subject to Section 4 (100% Money-Back Satisfaction Guarantee) - refunds available within 30 days of purchase.

5.5 Accepted Payment Methods: We accept credit cards, ACH bank transfers, and checks. For nonprofit clients, we can accommodate Net 30 payment terms upon request and credit approval.

6. Confidentiality & Data Protection

6.1 Mutual Non-Disclosure

We Protect Your Secrets: During the course of our engagement, you may share confidential information about your organization, including but not limited to:

Donor lists and fundraising strategies
Grant applications and funding sources
Internal operational data and strategic plans
Financial information and budget details

Our Commitment: We agree to keep all Client confidential information strictly private and will not disclose it to third parties without your explicit written consent. This obligation survives the termination of our service relationship.

6.2 Reference to Privacy Policy

For detailed information about how we collect, use, and protect your personal data, please refer to our separate Privacy Policy & AI Data Ethics Statement. The Privacy Policy is incorporated into these Terms by reference and governs all data handling practices.

7. Limitation of Liability

7.1 Maximum Liability Cap

To the fullest extent permitted by law, Martin Zialcita Consulting's total liability to you for any and all claims arising out of or related to these Terms or our Services shall not exceed the total amount paid by you to us in the six (6) months immediately preceding the event giving rise to the claim.

Example: If you have paid us $10,000 in retainer fees over the past 6 months, our maximum liability to you for any claim would be $10,000, regardless of the nature or magnitude of the alleged damages.

7.2 Exclusion of Consequential Damages

We Are Not Liable for Indirect Losses: In no event shall Martin Zialcita Consulting be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

Lost profits or revenue
Loss of business opportunities (e.g., if a grant application is unsuccessful)
Loss of data or information
Damage to reputation or goodwill
Cost of substitute services or technology

Important Example: If we help you implement an AI grant writing system and a third-party AI tool experiences an outage that prevents you from submitting a grant on time, we are not liable for the lost grant funding. Our liability is limited to the fees you paid us for the consulting service itself.

7.3 "As Is" Service Disclaimer

Our Services are provided on an "as is" and "as available" basis. We make no warranties, express or implied, including but not limited to:

Warranties of merchantability or fitness for a particular purpose
Guarantees of specific results or outcomes (e.g., we cannot guarantee you will receive a specific grant)
Warranties that our Services will be uninterrupted, error-free, or completely secure

Our Commitment: While we cannot guarantee specific outcomes, we commit to providing Services with reasonable skill, care, and professionalism consistent with industry standards.

8. Client Responsibilities & Cooperation

Successful AI implementation requires partnership. To ensure the best possible outcomes, you agree to:

Provide Timely Information: Supply accurate and complete information about your organization, workflows, and objectives in a timely manner.
Designate a Point of Contact: Assign a staff member with decision-making authority to coordinate with us.
Participate in Training: Ensure relevant staff attend training sessions and engage with the learning process.
Review AI Outputs: Implement the "human in the loop" requirement by reviewing all AI-generated content before use.
Maintain Necessary Subscriptions: Keep active subscriptions to any third-party tools required for your AI systems (e.g., ChatGPT Team, Make.com).
Comply with Laws: Ensure your use of AI tools complies with all applicable laws, regulations, and ethical standards for your industry.

Delays Caused by Client: If project timelines are extended due to delays in receiving information or feedback from you, we reserve the right to adjust project schedules and may charge additional fees for extended engagements.

9. Termination of Services

9.1 Termination by Client

You may terminate our Services in accordance with the cancellation policies outlined in Section 5 (Payment Terms). All fees owed through the termination date remain due and payable.

9.2 Termination by Consultant

We reserve the right to terminate our Services immediately if:

You fail to pay invoices within 30 days of the due date
You breach these Terms of Service or our Privacy Policy
You use our Services for illegal or unethical purposes
You violate intellectual property rights (e.g., reselling our proprietary materials)

9.3 Effect of Termination

Upon termination, you must immediately cease using any proprietary materials, frameworks, or methodologies provided by Martin Zialcita Consulting (except for client-specific deliverables you own per Section 2.2). Any outstanding fees become immediately due and payable.

10. Dispute Resolution & Arbitration

10.1 Good Faith Negotiation

If a dispute arises, both parties agree to first attempt to resolve it through good faith negotiation. Either party may initiate this process by sending written notice to the other party describing the dispute.

10.2 Mediation

If the dispute cannot be resolved through negotiation within 30 days, both parties agree to participate in mediation administered by a mutually agreed-upon mediator in Honolulu, Hawaii. The costs of mediation shall be split equally between the parties.

10.3 Binding Arbitration

If mediation is unsuccessful, any remaining dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Honolulu, Hawaii, and shall be conducted by a single arbitrator.

Exception: Either party may seek injunctive relief in court to protect intellectual property rights without first going through arbitration.

11. General Provisions

11.1 Entire Agreement

These Terms of Service, together with our Privacy Policy and any signed service agreements, constitute the entire agreement between you and Martin Zialcita Consulting and supersede all prior agreements, understandings, or representations.

11.2 Amendments

We reserve the right to modify these Terms at any time. Changes will be posted on our website with an updated "Last Updated" date. Your continued use of our Services after changes are posted constitutes acceptance of the modified Terms. For active consulting clients, we will provide email notification of material changes.

11.3 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of law, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

11.4 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. No waiver shall be effective unless made in writing.

11.5 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms to any successor or affiliate without restriction.

11.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

11.7 Independent Contractor

Martin Zialcita Consulting is an independent contractor, not an employee or agent of your organization. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

Questions About These Terms?

If you have any questions about these Terms of Service or need clarification on any provision, please contact us:

martin@AIMarketingBox.org

Phone

(808) 722-6611

Mailing Address

Martin Zialcita Consulting
1050 Queen St, Ste 100
Honolulu, Hawaii 96814

Business Hours: Monday - Friday, 9:00 AM - 5:00 PM HST

Acknowledgment of Agreement

By using our Services, you acknowledge that:

You have read and understood these Terms of Service in their entirety
You agree to be bound by all provisions contained herein
You have the authority to enter into this agreement on behalf of your organization (if applicable)
You understand the limitations of liability and AI-related disclaimers

These Terms of Service constitute a legally binding agreement between you and Martin Zialcita Consulting. If you do not agree to these Terms, you must discontinue use of our Services immediately.

Important Legal Notice