Terms & Conditions

1. SCOPE OF USAGE

All services, resources, content, interactions, or offers displayed or made accessible on the Platform are provided on an "as-is" and "as-available" basis, with no warranty, express or implied, as to accuracy, uptime, utility, purpose, reliability, or outcome. The Platform Owner reserves the unrestricted right to alter, suspend, or terminate any part of the Platform at any time, without obligation of notice.

2. ELIGIBILITY AND RESTRICTIONS

You represent and warrant that:

• You are at least 18 years old or possess legal capacity under applicable jurisdiction;
• You are not a competitor or acting on behalf of one;
• You shall not exploit, resell, reverse engineer, or interfere with any portion of the Platform;
• You acknowledge your use is non-transferable and revocable at any time at Our sole discretion.

3. INTELLECTUAL PROPERTY

All original content, tools, source code, visual designs, generated data outputs, automated responses, and algorithmic structures remain the exclusive intellectual property of the Platform Owner and/or its licensors. Unauthorized replication, scraping, redistribution, or adaptation of any content, including content generated by AI systems on the Platform, is strictly prohibited.

You agree that any suggestions, feedback, or user-generated material may be used, adapted, commercialized, or disregarded without attribution, compensation, or obligation.

4. LIMITATION OF LIABILITY

To the fullest extent permissible by applicable law, We disclaim all liability for any loss, damage, misrepresentation, interruption, omission, delay, computer virus, or system failure arising out of Your use of or inability to use the Platform.

Under no circumstances shall the Platform Owner, its affiliates, partners, representatives, successors, or assigns be liable for any indirect, incidental, punitive, or consequential damages, including loss of revenue, data corruption, breach of contract, or reputational harm.

All services rendered and tools provided are "use at your own risk," and no assurance of result, performance, or business impact is implied.

5. MODIFICATION AND TERMINATION

We reserve the absolute and unrestricted right to:

• Modify these Terms at any time without notification
• Refuse service, block access, or permanently ban any User for any reason
• Discontinue or deprecate tools, services, content, or scripts with no liability

Continued use of the Platform after any such change constitutes binding acceptance of the revised Terms.

6. CLIENT WORK, REFUNDS, & REVISIONS

ALL SALES ARE FINAL. All services rendered—whether digital, consultative, AI-integrated, or web-based—are strictly non-refundable upon delivery or commencement of work, whichever occurs first. No exceptions shall be granted under any circumstance, including but not limited to dissatisfaction with deliverables, change in business direction, economic hardship, or force majeure events.

You understand and irrevocably agree that:

• Up to 3 minor revisions are included per service agreement unless otherwise specified in writing;
• Additional changes, modifications, or enhancements, regardless of scope or complexity, shall be subject to prevailing billable rates;
• Retainers, deposits, or advance payments are required in full before any work commences;
• Failure to remit payment within agreed timelines, or failure to respond to communications within a project's active cycle, may result in immediate suspension or termination of services without refund or credit;
• All AI-assisted work, automated outputs, algorithmic recommendations, and machine learning-based deliverables are provided with absolutely no performance guarantee and are subject to inherent model variation, stochastic behavior, and limitations of current technology;
• Client-requested changes to scope, timeline, or deliverables after project initiation shall be deemed a material contract modification subject to renegotiation of fees.

7. PAYMENT TERMS AND FINANCIAL OBLIGATIONS

Unless otherwise agreed in writing, all invoices are due immediately upon issuance. Late payments shall accrue interest at the maximum rate permitted by applicable law, or 2% per month, whichever is greater.

You further agree that:

• In the event of non-payment, You shall be responsible for all costs of collection, including reasonable attorney's fees, court costs, and administrative expenses;
• Disputed charges must be raised in writing within 5 business days of invoice date, after which all charges are deemed accepted;
• Payment plans, installment agreements, or deferred billing arrangements may be offered at Our sole discretion and are subject to termination without notice;
• Chargeback requests, payment reversals, or bank disputes shall be considered a material breach of contract and may result in immediate legal action;
• We reserve the right to suspend or terminate access to any deliverable, service, or hosted asset until all outstanding balances are paid in full.

8. WORK PRODUCT AND INTELLECTUAL PROPERTY TRANSFER

Notwithstanding any delivery of files, code, designs, or other work product, all intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and proprietary methodologies, shall remain vested exclusively in the Platform Owner until full and final payment is received.

Upon receipt of payment in full, and only upon such receipt, a limited, non-exclusive, non-transferable license to use the deliverable for its intended commercial purpose shall be granted. This license does not include rights to:

• Resell, redistribute, or sublicense the work product;
• Reverse engineer, decompile, or extract underlying proprietary systems;
• Use the work product as a derivative basis for competitive offerings;
• Remove or obscure any attribution, watermark, or embedded metadata.

In the event of non-payment, license rights automatically revert and terminate without notice.

9. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless 123 CR SERVICES LLC, its officers, directors, employees, contractors, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) arising out of or related to:

• Your use or misuse of the Platform or any services provided;
• Your violation of these Terms or any applicable law or regulation;
• Your infringement of any intellectual property or other proprietary right of any third party;
• Any claim that materials You provided caused damage to a third party;
• Your breach of any representation or warranty contained herein.

This indemnification obligation shall survive termination of this Agreement and shall remain in full force indefinitely.

10. FORCE MAJEURE

We shall not be held liable for any delay, failure, or interruption of service resulting from causes beyond Our reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, natural disasters, government action or inaction, labor disputes, Internet service failures, third-party API outages, power failures, hardware malfunctions, cybersecurity incidents, pandemics, or any other event constituting force majeure under applicable law.

In such events, performance obligations shall be suspended for the duration of the force majeure condition, and no refunds, credits, or compensation shall be owed.

11. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

WE EXPRESSLY DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO:

• MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT OR SERVICES;
• UNINTERRUPTED, SECURE, OR ERROR-FREE OPERATION;
• RESULTS, OUTCOMES, OR BUSINESS IMPACT FROM USE OF SERVICES;
• COMPATIBILITY WITH YOUR SYSTEMS, SOFTWARE, OR INFRASTRUCTURE.

No oral or written information or advice given by Us or Our representatives shall create any warranty not expressly stated in these Terms.

12. BINDING ARBITRATION AND CLASS ACTION WAIVER

Any controversy, dispute, or claim arising out of or relating to this Agreement, or the breach thereof, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

The arbitration shall be conducted in New York, New York, or remotely via videoconference at Our election. The arbitrator's decision shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.

You expressly waive any right to:

• Participate in a class action lawsuit, class arbitration, or any form of representative action;
• Seek consolidated relief with other claimants;
• Act as a private attorney general or seek public injunctive relief;
• Have any dispute heard by a jury.

This arbitration agreement shall survive the termination of any contractual relationship and shall remain enforceable in perpetuity.

13. ATTORNEY'S FEES AND COSTS

In any legal action, arbitration, or other proceeding brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover all costs, expenses, and reasonable attorney's fees incurred, including but not limited to pre-litigation costs, expert witness fees, filing fees, and costs of appeal.

This provision shall apply regardless of whether the action proceeds to judgment, settlement, or dismissal.

14. DATA UTILIZATION AND LLM DISCLOSURE

You acknowledge and agree that data, prompts, text, metadata, or input submitted to or through the Platform may be used, directly or indirectly, in the continued improvement, calibration, or training of internal proprietary systems, including but not limited to large language models ("LLMs"), automated decision engines, or service optimization frameworks.

Said usage may include retention, transformation, tokenization, statistical weighting, and/or abstracted derivation, and shall be considered part of our operational infrastructure.

15. JURISDICTION, VENUE, AND GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the State of New York for all activities involving 123 CR SERVICES LLC, without regard to conflict of law principles.

To the extent any dispute is not subject to arbitration, You expressly consent to the exclusive personal jurisdiction of the United States federal and state courts located in New York County, New York, or Kent County, Delaware, at Our sole election.

You hereby waive any objection to venue in such courts and any claim that such courts constitute an inconvenient forum.

16. SEVERABILITY AND ENTIRE AGREEMENT

Should any clause herein be held invalid, unlawful, or unenforceable by a court of competent jurisdiction, such clause shall be severed and the remaining provisions shall continue in full force and effect without impairment or invalidation.

This document, together with any ancillary service agreements or statements of work executed in connection with services rendered, constitutes the entire agreement between the parties and supersedes any and all prior oral or written communications, representations, understandings, or agreements.

17. CONTACT AND LEGAL CORRESPONDENCE

All legal notices, formal inquiries, and binding communications must be submitted in writing via certified mail or registered courier to:

Communications submitted through digital channels, including but not limited to web forms, chatbots, social media, or unverified electronic transmission, shall not constitute legally binding notice and may be disregarded without acknowledgment or response.

Legal effect shall only be given to correspondence received in physical, verifiable, and properly authenticated form.