服务条款

1. Who we are and what these Terms cover

360 Brand Craft LLC ("360 Brand Craft", "we", "us") is a limited liability company organized under the laws of the State of Florida, United States. These Terms of Service ("Terms") form a binding agreement between us and the person or business that uses our website, client portal or services ("you", "Client").

These Terms incorporate, and must be read together with, our Payment & Instalment Terms, Refund Policy, Privacy Policy, Cookie Policy and Acceptable Use Policy (together, the "Agreement"). A signed statement of work, proposal or order confirmation for a specific project or plan (an "Order") forms part of the Agreement. If an Order conflicts with these Terms, the Order controls for that project only.

2. Eligibility and accounts

You must be at least 18 years old and able to enter into a binding contract. If you act for a business, you confirm you are authorized to bind that business, and "you" includes the business.

You must give accurate, complete information and keep it up to date. You are responsible for everything that happens under your account and for keeping access to your email and sign-in methods secure. Tell us at once at support@360brandcraft.com if you believe your account was used without permission.

3. Our services

We provide (a) custom software development, including websites, online stores, web and mobile applications, business systems, integrations and AI agents ("Software Services"); (b) marketing management on third-party platforms such as Amazon, TikTok, Meta, Google/YouTube and Pinterest ("Marketing Services"); and (c) software products we offer by subscription ("Products").

The scope, deliverables, milestones, price and payment schedule of each engagement are those shown in your Order. Estimates shown on the website before an Order are for information only and become binding only when confirmed in your Order.

Work outside the Order is a change. Changes are requested through the client portal, priced by us, and begin only after you approve them in writing (including by approval in the portal). Approved changes may change the price and timeline.

4. Your responsibilities

You agree to provide on time the content, information, access, approvals and decisions reasonably needed for the work. Delays caused by missing input may move timelines and are not a breach by us.

You confirm that you own or have the rights to all materials you give us (text, images, logos, product data, accounts) and that our use of them for your project will not infringe anyone's rights or break any law.

For Marketing Services you must own or control the advertising and seller accounts used, keep them in good standing, pay the platforms directly for advertising spend, and comply with each platform's rules. You remain the account owner at all times.

5. Fees, payment and taxes

You agree to pay all fees shown in your Order in US dollars, using a payment method processed by our payment provider (Stripe). Payment schedules, instalment plans, recurring charges and late payments are governed by our Payment & Instalment Terms, which form part of these Terms.

Fees exclude taxes. You are responsible for any sales, use, value-added or similar taxes that apply, other than taxes on our net income. Third-party costs such as advertising spend, platform subscriptions, app fees, domain names, hosting plans you choose to hold yourself, creator fees and stock media are paid by you directly unless your Order says otherwise.

6. Ownership and licenses

Client deliverables. Once you have paid all amounts due under the relevant Order, we assign to you all of our rights in the custom code, designs and content we create specifically for you under that Order ("Deliverables"). Until full payment, we grant you a limited, revocable license to use the Deliverables for evaluation and for operating your business under the Order.

Pre-existing and third-party materials. We keep ownership of our pre-existing tools, libraries, templates, know-how and general-purpose components ("Background Materials"). Where Background Materials are included in a Deliverable, we grant you a perpetual, non-exclusive, worldwide, royalty-free license to use them as part of that Deliverable. Open-source and third-party components remain subject to their own licenses, which we list on request or in the project documentation.

Products. Subscription Products are licensed, not sold. Subject to these Terms and payment of the subscription, we grant you a non-exclusive, non-transferable right to use the Product during the subscription term. We keep all rights in the Products.

Portfolio. Unless you tell us otherwise in writing, we may name you as a client and show non-confidential parts of the work in our portfolio after launch.

7. No guarantee of results

We perform our services with reasonable skill and care consistent with generally accepted industry practice. We do not guarantee any specific outcome, including sales, revenue, rankings, return on advertising spend, approval by an app store or advertising platform, or the decisions of any third party. Advertising results depend on many factors outside our control, including platform algorithms, competition, your products, pricing and stock. You acknowledged this before checkout.

8. Third-party platforms and services

Our services rely on platforms we do not control, including Amazon, TikTok, Meta, Google, Pinterest, Apple, Stripe, hosting and email providers. Their terms apply to your use of them. We are not responsible for their acts, outages, policy changes, account restrictions, suspensions or fees. References to our partnership or certification status with any platform describe that status only and do not mean the platform endorses our work.

9. Confidentiality

Each party will keep the other's non-public business, technical and financial information confidential, use it only to perform the Agreement, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, already known to it, independently developed, or that must be disclosed by law (with prompt notice where lawful).

10. Warranty and disclaimer

For Software Services, we will correct, at no extra charge, any material failure of a Deliverable to conform to its agreed specification that you report in writing within thirty (30) days after delivery of that milestone. This is your sole remedy for non-conforming Deliverables.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE WEBSITE, SERVICES, DELIVERABLES AND PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS YOU ACTUALLY PAID US UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

These limits do not apply to your payment obligations, a party's indemnity obligations, or liability that cannot be limited by law, such as liability for fraud or willful misconduct.

12. Indemnity

You will defend, indemnify and hold harmless 360 Brand Craft, its members, managers, employees and contractors from any third-party claim, loss, penalty or expense (including reasonable attorneys' fees) arising from (a) materials or instructions you provide; (b) your products, offers, advertising claims or business practices; (c) your breach of the Agreement or of any law or platform policy; or (d) any dispute between you and your own customers.

We will defend and indemnify you from third-party claims that a Deliverable created by us, as delivered and used as permitted, infringes a United States copyright or misappropriates a trade secret, except to the extent the claim arises from your materials, third-party or open-source components, or changes not made by us.

13. Term, suspension and termination

The Agreement lasts while you have an account or an active Order. Marketing plans run for their minimum term and then month to month, as set out in the Payment & Instalment Terms.

We may suspend work, access to the portal, Deliverables not yet paid for, or a Product if any amount is overdue, if you breach the Acceptable Use Policy, or if needed to prevent harm or comply with law. We will tell you the reason and, where possible, give you a chance to fix it.

Either party may terminate an Order for material breach that is not cured within fifteen (15) days after written notice. On termination you must pay for all work performed and costs incurred up to the termination date, and any amounts already due. Instalment balances become due as described in the Payment & Instalment Terms. Sections that by their nature should survive (including payment, ownership, confidentiality, disclaimers, liability, indemnity and dispute resolution) survive termination.

14. Governing law and dispute resolution

Governing law. The Agreement is governed by the laws of the State of Florida and applicable United States federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Talk to us first. Before starting any claim, you agree to contact us at support@360brandcraft.com and try in good faith to resolve the dispute informally for at least thirty (30) days. Most concerns are solved this way.

Binding arbitration. Any dispute, claim or controversy arising out of or relating to the Agreement or our services that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, where you are an individual acting for personal purposes, its Consumer Arbitration Rules), before a single arbitrator. The seat of arbitration is Florida; hearings may be held by video. The arbitrator's award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this section.

Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek temporary injunctive relief in court to protect intellectual property or confidential information. Our right to collect unpaid amounts may be pursued in arbitration or in court.

Class action waiver. Claims may be brought only in a party's individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding. The arbitrator may not consolidate claims of more than one party.

Venue. For any matter allowed to proceed in court, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Orange County, Florida.

Time limit. To the extent permitted by law, any claim must be brought within one (1) year after it arose.

Opt-out. If you are an individual, you may opt out of arbitration by emailing support@360brandcraft.com within thirty (30) days after you first accept these Terms, with your name and the words "arbitration opt-out".

15. General

Changes. We may update these Terms. The version in force when you place an Order applies to that Order, and we record which version you accepted. Material changes for ongoing plans will be notified by email or in the portal at least thirty (30) days before they take effect; continuing after that date means you accept them.

Electronic communications and signatures. You agree that accepting these Terms by checkbox, approving work in the portal and receiving notices by email are valid written agreement and notice under the federal ESIGN Act and the Florida Uniform Electronic Transaction Act.

Independent contractors. We are independent contractors. Nothing creates a partnership, joint venture, employment or agency relationship. We may use vetted employees and subcontractors and remain responsible for their work.

Force majeure. Neither party is liable for delay caused by events beyond its reasonable control, such as outages of third-party platforms, natural disasters, war, labor actions or government acts, except for payment obligations.

Assignment. You may not assign the Agreement without our written consent. We may assign it in connection with a merger, acquisition or sale of assets.

Entire agreement and severability. The Agreement is the entire agreement on its subject and replaces prior discussions. If any provision is unenforceable, it will be enforced to the maximum extent possible and the rest remains in effect. A failure to enforce is not a waiver.

Language. These Terms and our other legal documents are written in English. Translations are provided for convenience only; if there is any difference, the English version controls.

Contact. 360 Brand Craft LLC, 255 S Orange Avenue, Suite 104 #1669, Orlando, FL 32801, United States. Email: support@360brandcraft.com.