Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," "Customer," or "User") and the operator of 3two1studio.com (the "Company," "we," "us," or "our") governing your access to and use of the websites located at 3two1studio.com and 3two1ads.com, any associated subdomains, mobile or desktop applications, application programming interfaces ("APIs"), and related products, features, content, and services (collectively, the "Service").

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity.

2. Eligibility

You must be at least eighteen (18) years of age and legally capable of entering into a binding contract under the laws of your jurisdiction to register for or use the Service. By using the Service, you represent and warrant that (a) you meet these eligibility requirements; (b) you have not been previously suspended or removed from the Service; (c) your use of the Service does not violate any applicable law, regulation, court order, or agreement to which you are a party; and (d) all information you provide is accurate, current, and complete.

The Service is intended for business and commercial use. Consumer use for personal, family, or household purposes is not the Service's intended purpose.

3. Accounts

3.1 Registration

To access most features of the Service you must register for an account. You agree to (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information; (c) maintain the security and confidentiality of your login credentials; and (d) accept responsibility for all activity that occurs under your account, whether or not authorized by you.

3.2 Account Security

You are solely responsible for safeguarding your password and any API keys, tokens, or other credentials associated with your account. You must notify us immediately at hello@3two1studio.com of any unauthorized access to or use of your account or any other suspected security breach. We will not be liable for any loss or damage arising from your failure to comply with this section.

3.3 Organization Accounts and Seats

If you create or join an Organization account, the Organization owner (the "Owner") is the account of record and has administrative authority over the Organization, including the ability to invite, remove, suspend, upgrade, or downgrade members, modify billing, and access Organization-level content. Each additional user ("Seat") added to an Organization is subject to the then-current per-Seat fees and is bound by these Terms. The Owner is financially responsible for all Seats and all use of the Service by the Organization.

3.4 Suspension and Termination of Accounts

We may suspend, disable, or terminate your account, in whole or in part, at any time and without prior notice, if we reasonably believe that (a) you have breached these Terms, our Acceptable Use Policy, or any other policy; (b) your account poses a security, legal, reputational, or financial risk to us or a third party; (c) a payment owed by you is overdue; (d) your account has been inactive for an extended period; or (e) we are required to do so by law or by a government or regulatory authority. Where practical and not prohibited, we will attempt to provide notice before suspension or termination.

4. The Service

4.1 Description

The Service is an artificial-intelligence-powered marketing platform that assists customers in generating advertising creative, landing pages, social-media content, and related marketing assets using automated agent pipelines. The Service integrates with third-party advertising, analytics, e-commerce, email, and social-media platforms at your direction.

4.2 Modifications to the Service

We reserve the right to modify, update, enhance, add to, reduce, suspend, or discontinue any part or feature of the Service at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Service. We will use commercially reasonable efforts to give advance notice of material, adverse changes.

4.3 Beta Features

From time to time we may make pre-release, beta, preview, experimental, or developer-preview features (collectively, "Beta Features") available to you. Beta Features are provided "AS IS" and "AS AVAILABLE," may be unstable, may change at any time, and may be discontinued without notice. Your use of Beta Features is at your sole risk, and any commitments to service levels, support, or uptime do not apply to Beta Features.

5. Subscriptions, Fees, and Payment

5.1 Subscription Plans

Access to paid features of the Service is provided on a subscription basis at the plans, tiers, and pricing published on our website or agreed to in a written order form. Subscriptions automatically renew for successive periods of the same length as the initial term unless canceled in accordance with Section 5.6.

5.2 Free Trials

We may, at our discretion, offer a free trial of the Service for a limited period. If you do not cancel before the end of the free trial, you will be automatically charged the then-current subscription fee for the plan you selected. We reserve the right to modify or terminate any free-trial offer at any time without prior notice.

5.3 Fees and Billing

All fees are stated and payable in United States Dollars unless otherwise specified. You authorize us and our payment processor (Stripe, Inc. or a successor) to charge the payment method on file for all applicable fees, including recurring subscription fees, per-Seat fees, overage or usage-based charges, taxes, and any other amounts due under these Terms. Fees are charged in advance on a recurring basis until your subscription is canceled.

5.4 Taxes

Published fees are exclusive of all applicable sales, use, value-added, withholding, excise, goods-and-services, and similar taxes, duties, and governmental charges (collectively, "Taxes"). You are responsible for payment of all Taxes other than those based on our net income. If we are required to collect Taxes, they will be added to your invoice.

5.5 Price Changes

We may change subscription fees, introduce new fees, or change the pricing structure at any time. Changes to recurring fees will take effect at the start of the next billing cycle after notice has been provided to you. Your continued use of the Service after the effective date of a price change constitutes acceptance of the new fee.

5.6 Cancellation

You may cancel your subscription at any time through your account settings or by emailing hello@3two1studio.com. Cancellation takes effect at the end of your current billing period. You will retain access to paid features until the end of the period. Except as expressly required by law or as stated in Section 5.7, all fees are non-refundable, and we do not provide refunds, credits, or pro-rated reimbursements for partial subscription periods, unused features, downgrade periods, or periods of non-use.

5.7 Refunds

Refunds, if any, are issued at our sole discretion. Any goodwill refund granted does not constitute a waiver of our right to enforce the non-refundable nature of fees in future circumstances.

5.8 Failed Payments and Past-Due Amounts

If a payment fails, we may retry the charge, suspend your access to the Service, cancel your subscription, or pursue collection of the overdue amount. Overdue amounts may accrue interest at the lower of one-and-one-half percent (1.5%) per month or the maximum rate permitted by applicable law. You agree to reimburse us for all reasonable costs of collection, including attorneys' fees.

5.9 Billing Disputes

You must dispute any charge in writing within thirty (30) days after the charge was billed. Charges not disputed within that period are deemed accepted and are not subject to refund or chargeback.

5.10 Third-Party Advertising Spend

6. Customer Content

6.1 Definitions

"Customer Content" means any data, text, images, audio, video, brand assets, product information, URLs, prompts, instructions, files, catalogs, credentials (excluding secrets we manage), and other materials you submit to, upload to, or generate through the Service, other than Output (defined below).

"Output" means content generated by the Service's AI models, agents, or automated pipelines in response to your use of the Service, including advertising creative, copy, images, landing-page content, social posts, audience segments, and related assets.

6.2 Ownership of Customer Content

As between you and us, you retain all right, title, and interest, including all intellectual-property rights, in and to your Customer Content. We claim no ownership over Customer Content.

6.3 License to Us

You grant us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable (to our subprocessors and service providers) license to host, store, reproduce, modify, adapt, transmit, display, and otherwise use your Customer Content solely as necessary to (a) operate, maintain, improve, secure, and provide the Service to you; (b) perform the automated agent pipelines you initiate; (c) generate Output; (d) prevent or address technical, security, fraud, or abuse issues; (e) comply with law or a lawful request from a governmental or regulatory authority; and (f) enforce these Terms.

6.4 No Model Training on Customer Content

We will not use your Customer Content to train, fine-tune, or otherwise improve any general-purpose or foundation AI model. We may use aggregated, de-identified, and anonymized usage data that cannot reasonably be used to identify you or your Customer Content to operate and improve the Service.

6.5 Responsibility for Customer Content

You represent, warrant, and covenant that (a) you own, or have all necessary rights, licenses, consents, and permissions to submit, your Customer Content and to grant the license in Section 6.3; (b) your Customer Content and our use of it in accordance with your instructions will not infringe, misappropriate, or violate the rights of any third party (including intellectual-property rights, rights of privacy or publicity, or rights under applicable law); and (c) your Customer Content does not contain any malicious code, unlawful material, or material that violates the Acceptable Use Policy.

6.6 Removal

We may, but are not obligated to, remove or disable access to any Customer Content that we reasonably believe violates these Terms, the Acceptable Use Policy, or applicable law, or that is subject to a valid takedown request. We are not liable for any removal or disablement made in good faith.

7. AI Output

7.1 Nature of AI Output

Output is generated by probabilistic machine-learning models. Output may be inaccurate, incomplete, misleading, biased, offensive, out-of-date, or otherwise unsuitable for your intended purpose. Identical or similar inputs may produce different Outputs for you or for other users. The Service does not guarantee that Output will be accurate, fit for a particular purpose, free of errors, non-infringing, or compliant with any specific law, regulation, or advertising-platform policy. You must independently review, evaluate, fact-check, and edit all Output before publishing, distributing, or relying on it.

7.2 No Professional Advice

Output does not constitute, and must not be relied upon as, legal, financial, tax, medical, investment, regulatory, advertising-compliance, or other professional advice. You are solely responsible for obtaining qualified professional advice where appropriate.

7.3 Assignment of Output

Subject to your compliance with these Terms and payment of all applicable fees, we assign to you, to the maximum extent permitted by applicable law, all right, title, and interest we may have in and to the Output generated specifically for you through your authenticated use of the Service. Because AI Output may not be eligible for copyright protection under the law of certain jurisdictions (including the United States) and because similar Output may be generated for other users, we make no representation or warranty that Output is unique, copyrightable, registrable, protectable, or free of third-party rights.

7.4 Third-Party Content in Output

Output may incorporate or resemble material created by third parties, including copyrighted works, trademarks, or likenesses. You are solely responsible for clearing, licensing, or otherwise securing all rights necessary for your use of Output, including commercial, advertising, and promotional use.

7.5 Advertising Platform Compliance

Advertising platforms (including Meta, Google, TikTok, LinkedIn, X, Pinterest, and others) maintain their own advertising policies, community standards, and content restrictions. You are solely responsible for ensuring that Output, as modified and published by you, complies with the applicable platform's policies. We are not responsible for advertising disapprovals, account suspensions, account bans, or other actions taken by third-party platforms in response to your use of Output.

8. Third-Party Services and Integrations

8.1 Integrations

The Service permits you to connect to and exchange data with third-party products and services, including advertising platforms, analytics providers, e-commerce platforms, email-marketing providers, social-media networks, payment processors, and AI model providers ("Third-Party Services"). Third-Party Services are not part of the Service and are operated by their respective providers.

8.2 Your Responsibility

Your use of any Third-Party Service is governed solely by the terms and privacy policy of that provider. By enabling a Third-Party Service, you authorize us to access, use, transmit, store, and process information from and to that Third-Party Service on your behalf, and you represent and warrant that you have all rights necessary to grant such authorization. We do not endorse, warrant, or assume any responsibility for any Third-Party Service or for the availability, accuracy, reliability, security, legality, or content of any Third-Party Service.

8.3 API Keys and Credentials

If you provide API keys, access tokens, OAuth credentials, or other secrets for Third-Party Services, you authorize us to store and use those credentials to provide the Service. You are solely responsible for (a) ensuring that the credentials you provide are valid and authorized; (b) revoking credentials that are no longer needed; (c) all usage, charges, fees, and quota consumption that occur under those credentials, including amounts owed to AI model providers, advertising platforms, and other Third-Party Services; and (d) any loss or damage arising from the compromise of credentials you control.

8.4 AI Model Provider Fees

Use of certain features may incur fees charged by underlying AI model providers (including but not limited to Anthropic, OpenAI, Google, and xAI). You are solely responsible for those fees where you have provided your own API keys, and we are not a party to your contract with any AI model provider.

8.5 Suspension or Removal of Integrations

We may, at any time, suspend, remove, or change the availability of any integration without liability to you.

9. Acceptable Use

You agree not to, and not to permit or enable any third party to:

1. use the Service in violation of any applicable law, regulation, sanctions program, export-control law, or third-party right;
2. use the Service to generate, publish, distribute, or facilitate content that is unlawful, fraudulent, deceptive, misleading, defamatory, obscene, pornographic, sexually explicit, harassing, hateful, threatening, violent, discriminatory, or otherwise objectionable;
3. use the Service to generate or distribute material that sexually exploits or endangers minors, content depicting non-consensual sexual activity, or content promoting self-harm, terrorism, or mass violence;
4. use the Service to generate misinformation, disinformation, synthetic media designed to deceive, political propaganda designed to suppress votes or mislead voters, defamatory statements, or content impersonating real persons or entities without authorization;
5. use the Service to infringe, misappropriate, or violate any patent, trademark, copyright, trade-secret, right of publicity, right of privacy, or other proprietary right;
6. use the Service to develop, train, improve, or benchmark any competing AI model, product, or service;
7. reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or trade secrets of the Service, except to the extent this restriction is prohibited by applicable law;
8. circumvent, disable, tamper with, or attempt to circumvent any authentication, security, rate-limiting, usage-metering, or access-control mechanism of the Service;
9. use any automated means (including scrapers, bots, spiders, or crawlers) to access, collect, or extract data from the Service, other than through documented APIs and in accordance with published rate limits;
10. resell, sublicense, lease, rent, time-share, or otherwise commercially exploit the Service, or make the Service available to any third party other than as expressly permitted in these Terms;
11. introduce any virus, worm, Trojan horse, ransomware, malware, or other malicious code into the Service, or use the Service to transmit or distribute any of the foregoing;
12. interfere with or disrupt the integrity, performance, or availability of the Service, the servers or networks connected to the Service, or any user's use of the Service;
13. use the Service to send unsolicited commercial communications (spam), phishing messages, or other unsolicited messages in violation of CAN-SPAM, TCPA, CASL, GDPR, or similar laws;
14. use the Service to generate content intended to facilitate the creation of weapons (including biological, chemical, nuclear, radiological, or cyber weapons), critical-infrastructure attacks, or other activities that could cause serious harm to individuals or public safety;
15. use the Service to make credit, employment, housing, insurance, educational, immigration, or similar decisions about individuals without appropriate human review and compliance with applicable fair-lending, fair-housing, employment, and anti-discrimination law;
16. impersonate any person or entity, misrepresent your affiliation with any person or entity, or forge headers or otherwise manipulate identifiers in a manner that could deceive recipients;
17. collect, harvest, or process personal information about individuals in violation of applicable privacy or data-protection law, or use the Service to conduct surveillance or tracking of individuals without a lawful basis;
18. use the Service to infringe on advertising platform policies or terms in a manner you know or should know violates those policies;
19. use the Service in any jurisdiction where doing so is prohibited by law, or while located in, or if you are a resident of, any country subject to comprehensive U.S. trade sanctions;
20. permit any person who is a minor, who has been previously banned from the Service, or who is a competitor's employee or agent for the purpose of competitive benchmarking, to access or use your account; or
21. use the Service in any manner not expressly authorized by these Terms.

We may, at our sole discretion, investigate suspected violations and take any action we deem appropriate, including warning, suspension, termination, content removal, recovery of amounts owed, cooperation with law enforcement, and pursuit of civil or criminal remedies.

10. Intellectual Property

10.1 Our Ownership

As between you and us, we and our licensors retain all right, title, and interest, including all intellectual-property rights, in and to the Service, the underlying software, algorithms, models, pipelines, architecture, user interfaces, design elements, documentation, trademarks, service marks, logos, trade names, trade dress, and all derivatives, enhancements, and modifications of the foregoing (collectively, the "Company IP"). These Terms do not grant you any right, title, or interest in the Company IP other than the limited license expressly granted in Section 10.2.

10.2 License to Use the Service

Subject to your compliance with these Terms and payment of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of your subscription solely for your internal business purposes and in accordance with these Terms.

10.3 Trademarks

"3two1studio," "3two1ads," associated logos, taglines (including "Ship 27 ads in 20 minutes" and "the countdown-to-campaign platform"), and other identifiers are trademarks or service marks of the Company. You may not use our trademarks without our prior written consent, except to identify our Service truthfully in accordance with applicable fair-use doctrine.

10.4 Feedback

If you submit any ideas, suggestions, enhancement requests, comments, recommendations, or feedback about the Service ("Feedback"), you hereby assign to us all right, title, and interest in and to the Feedback, and to the extent such assignment is ineffective for any reason, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, reproduce, modify, create derivative works of, distribute, display, and otherwise exploit the Feedback for any purpose, without compensation or attribution to you.

10.5 DMCA and Copyright Notices

We respect the intellectual-property rights of others. If you believe that content available through the Service infringes your copyright, please send a notice to hello@3two1studio.com that includes the elements required by the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3), including (a) a physical or electronic signature of the owner or authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material claimed to be infringing and information reasonably sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act. We may, in appropriate circumstances, terminate the accounts of repeat infringers.

11. Confidentiality

Each party (the "Receiving Party") may receive non-public information from the other party (the "Disclosing Party") that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure ("Confidential Information"). The Receiving Party will (a) use Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information (and in no event less than reasonable care); and (c) not disclose Confidential Information to any third party other than its employees, contractors, advisors, and subprocessors with a need to know and bound by confidentiality obligations at least as protective as those in this Section. Confidential Information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is rightfully obtained from a third party without restriction. The Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided it gives prompt notice where practicable and reasonably cooperates in efforts to limit disclosure.

12. Privacy and Data Protection

Our Privacy Policy, available at 3two1studio.com/privacy, describes how we collect, use, and disclose personal information. By using the Service you consent to our processing of personal information as described in the Privacy Policy.

If you are subject to the EU General Data Protection Regulation ("GDPR"), the UK GDPR, the California Consumer Privacy Act ("CCPA"), or similar laws, and we act as your processor or service provider in relation to personal data, a Data Processing Addendum is available upon request and forms part of these Terms upon execution.

You are responsible for obtaining all necessary rights, consents, and legal bases for providing personal information to us through the Service, including any consents required from your end users, customers, or contacts.

13. Service Availability; No SLA

13.1 Commercially Reasonable Efforts

We will use commercially reasonable efforts to make the Service available with high uptime. However, the Service is provided "AS IS" and "AS AVAILABLE" without any guarantee of uptime, performance, or availability. Downtime may occur due to scheduled maintenance, emergency maintenance, Third-Party Service failures, force majeure, or other causes.

13.2 No Refunds for Downtime

Except where a written Service Level Agreement executed by an authorized signatory of the Company expressly provides otherwise, you are not entitled to any credit, refund, or other remedy for Service downtime, degraded performance, or unavailability.

14. Disclaimers

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

15. Limitation of Liability

15.3 Multiple Claims

Multiple claims will not enlarge this cap.

15.4 Allocation of Risk

The limitations in this Section 15 are a fundamental element of the basis of the bargain between you and us, reflect the allocation of risk between the parties, and apply even if any limited remedy fails of its essential purpose. You agree that these limitations are reasonable given the nature of the Service, the fees charged, and the potential magnitude of damages.

15.5 Exceptions

Some jurisdictions do not allow the exclusion or limitation of incidental, consequential, or certain other damages. In those jurisdictions, the foregoing limitations apply to the maximum extent permitted by law.

16. Indemnification

You will defend, indemnify, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, licensors, subprocessors, and suppliers (collectively, the "Indemnified Parties") from and against any and all third-party claims, actions, proceedings, demands, damages, losses, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Claims") arising out of or relating to (a) your Customer Content; (b) your use of Output, including the publication, distribution, or commercial use of Output; (c) your use or misuse of the Service; (d) your violation of these Terms, the Acceptable Use Policy, or any applicable law; (e) your violation of any third-party right, including any intellectual-property, privacy, publicity, or contractual right; (f) your use of any Third-Party Service; (g) any advertising campaign, landing page, communication, or other activity conducted by you using the Service, including any claims by advertising platforms, regulators, consumers, or competitors; (h) taxes you are responsible for; and (i) any representation or warranty made by you being untrue. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses. You will not settle any Claim without our prior written consent if the settlement would require any admission, payment, or non-monetary obligation from any Indemnified Party.

17. Governing Law; Mandatory Arbitration; Class-Action and Jury-Trial Waiver

17.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of Utah, United States, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal Resolution

Before initiating any formal proceeding, you agree to contact us at hello@3two1studio.com and attempt to resolve the dispute informally for at least sixty (60) days.

17.3 Mandatory Binding Individual Arbitration

The arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures or, for claims under US$250,000, its Streamlined Arbitration Rules and Procedures, in each case in effect at the time arbitration is initiated (the "JAMS Rules"). The JAMS Rules are available at www.jamsadr.com. The arbitration will be conducted in English by a single arbitrator. The seat of arbitration will be Salt Lake City, Utah, United States, and, unless otherwise agreed, hearings may be held by videoconference. The arbitrator — and not any federal, state, or local court or agency — has exclusive authority to resolve all threshold questions relating to the existence, scope, applicability, interpretation, enforceability, unconscionability, or waiver of this arbitration agreement, including whether a Dispute is subject to arbitration. Judgment on the arbitrator's award may be entered by any court of competent jurisdiction. The Federal Arbitration Act (9 U.S.C. §§ 1–16) governs the interpretation and enforcement of this arbitration agreement.

17.4 Class-Action and Jury-Trial Waiver

17.5 Thirty-Day Right to Opt Out (In Writing)

To opt out, you must send the notice by email to hello@3two1studio.com with the subject line "Arbitration Opt-Out Notice". The notice must be in writing and must include all of the following:

• your full legal name;
• the email address associated with your account;
• the account name or Organization name (if applicable);
• the date on which you first accepted these Terms; and
• a clear statement that you wish to opt out of the arbitration agreement and class-action waiver in Section 17 of these Terms.

An opt-out notice that is incomplete, sent after the Opt-Out Window closes, or sent through any channel other than hello@3two1studio.com is not effective. A timely and complete opt-out will not affect any other provision of these Terms, which will remain in full force and effect. If you do not opt out within the Opt-Out Window, Sections 17.3 and 17.4 are mandatory and irrevocable. Opt-out rights are personal to the individual account holder and cannot be exercised through a class, collective, or representative mechanism.

17.6 Exceptions

Notwithstanding Section 17.3, either party may (a) bring an individual claim in small-claims court where eligible; (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual-property rights, breach of confidentiality, or unauthorized access to or use of the Service; and (c) file a complaint with any governmental agency that may hear the claim on its behalf.

17.7 Severability of Arbitration Terms

If any portion of this Section 17 is found to be unenforceable, the remaining portions will remain in full force and effect, except that if the class-action waiver in Section 17.4 is found unenforceable with respect to any specific claim, that claim (and only that claim) will be severed from arbitration and brought in the courts specified in Section 17.8.

17.8 Court Forum

For any Dispute not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Salt Lake City, Utah, United States, and waive any objection to venue or inconvenient forum.

17.9 Time Limit

Any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim accrued, or it will be permanently barred.

18. Term and Termination

18.1 Term

These Terms take effect when you first access or use the Service and continue until terminated in accordance with this Section.

18.2 Termination for Convenience by You

You may terminate these Terms at any time by canceling your subscription and closing your account.

18.3 Termination by Us

We may terminate these Terms or your access to the Service, in whole or in part, at any time for any reason or no reason, with or without notice. Without limiting the foregoing, we may terminate these Terms immediately and without notice if (a) you breach these Terms; (b) you fail to pay fees when due; (c) your use of the Service creates legal, reputational, or security risk for us; or (d) continued provision of the Service becomes commercially impracticable or unlawful.

18.4 Effect of Termination

Upon termination (a) your right to access and use the Service immediately ends; (b) we may delete your Customer Content and account data after a reasonable retention period; (c) all fees owed through the date of termination remain payable; and (d) prepaid fees for the then-current period are non-refundable except as expressly provided in these Terms.

18.5 Survival

Sections 5 (for amounts owed), 6, 7, 8.2, 9, 10, 11, 12, 14, 15, 16, 17, 18.4, 18.5, 19, 20, and any other provision that by its nature is intended to survive, will survive termination of these Terms.

19. Changes to the Terms

We may modify these Terms at any time by posting the updated version at 3two1studio.com/terms and updating the "Last Updated" date. If the changes are material, we will provide reasonable notice, which may include email notice to the address associated with your account or prominent notice within the Service. Changes take effect on the effective date stated in the updated Terms. Your continued access to or use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, your sole remedy is to stop using the Service and cancel your subscription.

20. Miscellaneous

20.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, any order form or written agreement signed by the parties, and any other policies referenced here, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous communications, proposals, or agreements, whether oral or written.

20.2 Order of Precedence

In the event of a conflict among these documents, the order of precedence is: (a) a signed order form or written agreement; (b) these Terms; (c) the Acceptable Use Policy; (d) the Privacy Policy; and (e) any other policy.

20.3 Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent. Any attempted assignment in violation of this Section is void. We may freely assign, transfer, or delegate these Terms, in whole or in part, including to an affiliate or successor in connection with a merger, acquisition, corporate reorganization, or sale of assets. These Terms bind and benefit the parties and their respective successors and permitted assigns.

20.4 Independent Contractors

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, fiduciary, employment, or franchise relationship.

20.5 No Third-Party Beneficiaries

Except as expressly stated, these Terms do not confer any right or remedy on any person other than the parties.

20.6 Notices

We may provide notices to you by email to the address associated with your account, by posting within the Service, or by posting on our website. You must provide notices to us by email to hello@3two1studio.com. Notices are effective when sent (email) or posted (website).

20.7 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil unrest, embargoes, labor disputes, strikes, epidemics, pandemics, governmental orders, failures or degradations of the internet or telecommunications networks, hosting-provider outages, cyberattacks, or failures of Third-Party Services.

20.8 No Waiver

Our failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver, and no single or partial exercise will preclude any other or further exercise.

20.9 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.

20.10 Export Controls and Sanctions

You represent and warrant that (a) you are not located in, and are not a national or resident of, any country subject to comprehensive U.S. sanctions; (b) you are not listed on any U.S. Government list of prohibited or restricted parties; and (c) you will not use or export the Service in violation of any U.S. or other applicable export-control or sanctions law.

20.11 Government Users

If you are a U.S. federal, state, or local government entity, the Service is "commercial computer software" and any related documentation is "commercial computer software documentation" as those terms are used in applicable federal acquisition regulations, and use, duplication, reproduction, release, modification, disclosure, or transfer of the Service is governed solely by these Terms.

20.12 Electronic Communications and Signatures

You consent to receive communications from us electronically, including by email and by posting on our website, and agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing. You agree that an electronic signature or affirmative acceptance of these Terms has the same legal effect as a handwritten signature.

20.13 Headings; Interpretation

Headings are for convenience only and do not affect interpretation. The words "include," "includes," and "including" are deemed to be followed by "without limitation." The word "or" is inclusive. References to statutes include successor statutes.

21. Contact

Questions about these Terms or the Service may be sent to:

Email: hello@3two1studio.com
Website: https://3two1studio.com

By using 3two1studio.com you acknowledge that you have read, understood, and agreed to these Terms of Service.