These Terms of Service constitute a legally binding agreement between You and Alba Counseling LLC, a limited liability company organized under the laws of the State of Utah, with its principal place of business at 1021 Fir Ave, Provo, UT 84604-2824, United States, operating as Alba Counsel. By accessing or using the website located at https://www.albacounsel.lat and any related services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

1. Definitions

For the purposes of these Terms of Service, the following words and phrases shall have the meanings set out below. Capitalized terms not defined here shall have the meaning given in our Privacy Policy or as the context otherwise requires.

2. Acknowledgment

These Terms of Service govern the use of the Service and the agreement that operates between You and the Company. These Terms set out the rights and obligations of all users regarding the use of the Service. By accessing or using the Service, You represent and warrant that You are at least eighteen (18) years of age and that You have the full right, power, and authority to enter into this Agreement and to perform all of your obligations hereunder, whether on your own behalf or on behalf of a company or other legal entity.

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of these Terms, then you may not access the Service.

You represent that you are over the age of eighteen (18). The Company does not permit those under eighteen (18) to use the Service. Your access to and use of the Service is also conditioned on your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes our policies and procedures on the collection, use, and disclosure of your personal information when you use the Service and tells you about your privacy rights and how the law protects you. Please read our Privacy Policy carefully before using our Service.

3. Description of Services

Alba Counsel provides enterprise systems architecture, design, and integration consulting services. The Company's services include but are not limited to enterprise architecture planning and design, systems integration consulting, cloud infrastructure architecture, data architecture and analytics framework design, cybersecurity design and assessment, technology consulting and digital transformation advisory, technical due diligence, and related professional services within the computer systems design and related services industry.

The Company reserves the right to modify, suspend, or discontinue any aspect or feature of the Service at any time, with or without notice, and without liability to You or any third party. The Company makes no representation or warranty that the Service will be available at all times or without interruption. The Company shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet.

Any new features, tools, or resources that augment or enhance the current Service shall also be subject to these Terms of Service. The Company may, in its sole discretion, impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

4. User Obligations and Conduct

You agree to use the Service only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that all persons who access the Service through your internet connection or on your behalf are aware of these Terms and comply with them.

When using the Service, You agree not to:

5. Intellectual Property Rights

5.1 Company Intellectual Property

The Service and its entire contents, features, and functionality, including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Service for your personal, non-commercial use only, or for legitimate business evaluation purposes related to potential engagement of the Company's services. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Service, except as follows:

You must not modify copies of any materials from the Service, use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text, or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Service. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Service in breach of the Terms, your right to use the Service will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.

No right, title, or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Service not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

5.2 Trademarks

The Alba Counsel name, the Alba Counseling LLC name, related logos, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners.

5.3 Client Materials and Work Product

You retain ownership of all Client Materials that you provide to the Company. By providing Client Materials, you grant the Company a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, and process such Client Materials solely for the purpose of providing the Services to you under an Engagement.

Unless otherwise agreed in writing in a separate Engagement letter or statement of work, all deliverables, work product, designs, architectures, documentation, and other materials created by the Company in the course of providing Services (Work Product) shall be owned by the Company. Upon full payment for the applicable Services, the Company grants You a perpetual, irrevocable, non-exclusive, non-transferable license to use the Work Product for your internal business purposes.

6. User-Submitted Information and Forms

When you submit information through our contact forms, consultation request forms, or any other interactive features of the Service, you represent and warrant that all information you provide is accurate, current, and complete, and that you have the right to provide such information. You agree that all information you provide to register with the Service or otherwise, including but not limited to through the use of any interactive features on the Service, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

The Company shall have the right to use any Feedback you provide without restriction and without any obligation to compensate you. You hereby assign to the Company all right, title, and interest in and to any Feedback, and the Company shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

7. Third-Party Links and Resources

The Service may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit. The inclusion of any link on the Service does not imply endorsement by the Company of the linked site or its operators. You acknowledge and agree that your use of any third-party website or service is at your own risk.

8. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall the Company, its affiliates, and their respective directors, officers, employees, agents, partners, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of use, loss of goodwill, business interruption, or other intangible losses, resulting from:

Whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and whether or not the Company has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

In no event shall the Company's total aggregate liability to You for all claims arising out of or relating to these Terms or the Service exceed the greater of one hundred United States dollars ($100.00) or the total amount you have paid the Company in the twelve (12) months preceding the event giving rise to the claim. The existence of more than one claim shall not enlarge this limit.

Some jurisdictions do not allow the exclusion or limitation of certain warranties, or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. In such jurisdictions, the Company's liability shall be limited to the maximum extent permitted by law.

9. Disclaimer of Warranties

The Service is provided to you on an AS IS and AS AVAILABLE basis, without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Neither the Company nor any person associated with the Company makes any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Service.

The Company makes no representation or warranty that the Service will meet your requirements, be available on an uninterrupted, timely, secure, or error-free basis, or that defects will be corrected. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any information or content on the Service.

The foregoing does not affect any warranties that cannot be excluded or limited under applicable law. No advice or information, whether oral or written, obtained by you from the Company or through the Service shall create any warranty not expressly stated in these Terms.

10. Indemnification

You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees, including reasonable attorneys fees and costs, arising out of or relating to:

You agree to fully cooperate as reasonably required in the defense of any claim. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without the prior written consent of the Company. This indemnification obligation will survive the termination of these Terms and your use of the Service.

11. Termination

We may terminate or suspend your access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service. Upon termination, your right to use the Service will cease immediately. All provisions of these Terms which by their nature should survive termination shall survive termination, including but not limited to ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

If you wish to terminate this Agreement, you may simply discontinue using the Service. Termination of this Agreement for any reason shall not affect the rights and obligations of the parties that have accrued prior to the date of termination.

Upon termination, you must cease all use of the Service and delete all copies of any materials obtained from the Service. The Company shall have no liability to you for any termination of your access to the Service or for the deletion of any data or information you have submitted to the Service.

12. Governing Law and Jurisdiction

These Terms of Service and any dispute or claim arising out of or in connection with them or their subject matter or formation, including non-contractual disputes or claims, shall be governed by and construed in accordance with the laws of the State of Utah, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of Utah, in each case located in Utah County, Utah. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

13. Dispute Resolution

13.1 Informal Resolution

Before filing a claim, You agree to try to resolve the dispute informally by contacting the Company at reply@albacounsel.lat. The Company will attempt to resolve the dispute informally by contacting you via email. If a dispute is not resolved within thirty (30) days of submission, either party may proceed to formal dispute resolution.

13.2 Arbitration

At the Company's sole discretion, any dispute or claim relating in any way to these Terms or the Service may be resolved by binding arbitration administered in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Utah County, Utah, in the English language, and the arbitral decision may be enforced in any court. The prevailing party in any arbitration or litigation shall be entitled to recover its reasonable attorneys fees and costs from the other party.

13.3 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You agree that any violation by You of these Terms, including but not limited to any breach of the intellectual property provisions, will constitute an unlawful and unfair business practice, and will cause irreparable harm to the Company for which monetary damages would be inadequate. You consent to the Company obtaining any injunctive or equitable relief that the Company deems necessary or appropriate in such circumstances, without the necessity of posting a bond.

14. Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred, regardless of any statute or law to the contrary.

15. Severability and Waiver

15.1 Severability

If any provision of these Terms is held to be unenforceable or invalid for any reason, such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision.

15.2 Waiver

No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless it is in writing and signed by an authorized representative of the Company.

16. Entire Agreement

These Terms of Service, together with the Privacy Policy and any other legal notices or additional terms and conditions published by the Company on the Service, constitute the sole and entire agreement between You and Alba Counseling LLC regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service.

Any ambiguity in the interpretation of these Terms shall not be construed against the drafting party. You acknowledge that you have not relied on any representation, warranty, or statement not expressly set out in these Terms when entering into this Agreement.

17. Changes to These Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least thirty (30) days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service. It is your responsibility to check these Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms constitutes acceptance of those changes.

18. Force Majeure

The Company shall not be liable for any failure or delay in performance of its obligations under these Terms arising out of or caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, labor shortages, shortages of transportation, equipment, fuel, energy, labor, or materials, or telecommunications or Internet failures.

19. Assignment

You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign or transfer any of its rights or obligations under these Terms without restriction, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

20. Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between You and the Company. Neither party has any authority of any kind to bind the other in any respect whatsoever. You agree that the Company is acting as an independent contractor in the performance of any Services under a separate Engagement.

21. Electronic Communications

When you use the Service or send emails, text messages, or other communications to the Company from your desktop or mobile device, you are communicating with us electronically. You consent to receive communications from us electronically, including by email, by posting notices on the Service, or by other electronic means. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

22. California Users and Residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

23. Contact Information

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