Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and ColdChen ("Company," "we," "us," or "our") governing your access to and use of our website located at coldchen.com (the "Website") and our services (collectively, the "Services").

By accessing, browsing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree to these Terms, you must not access or use our Services.

2. Description of Services

ColdChen provides Autonomous Revenue & Support Infrastructure™ installation services, including system architecture design, infrastructure build, and ongoing optimization (the "Services"). We specialize in installing closed-loop AI operating systems for mid-sized service businesses that continuously improve revenue and support operations.

The specific scope, deliverables, timelines, and terms of each service engagement will be detailed in a separate written service agreement, statement of work, or proposal ("Service Agreement") that will govern the particular engagement.

3. Eligibility and Account Registration

To use our Services, you must be at least 18 years of age and have the legal capacity to enter into binding contracts. By using our Services, you represent and warrant that you meet these eligibility requirements.

Certain features of our Services may require you to create an account or provide contact information. You agree to provide accurate, current, and complete information and to update such information as necessary. You are responsible for maintaining the confidentiality of any account credentials and for all activities that occur under your account.

4. Use License and Restrictions

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Website for your personal or internal business purposes.

You agree not to:

• Use our Services for any illegal purpose or in violation of any applicable laws or regulations
• Reproduce, duplicate, copy, sell, resell, or exploit any portion of our Services without our express written permission
• Attempt to gain unauthorized access to our Services, systems, or networks
• Interfere with or disrupt the integrity or performance of our Services
• Use automated systems (bots, scrapers, etc.) to access our Services without authorization
• Transmit any viruses, malware, or other harmful code
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Collect or harvest information about other users without their consent

5. Service Agreements and Engagement Terms

When you engage us for professional services, the specific terms of that engagement, including scope of work, deliverables, timelines, fees, payment terms, and other relevant details, will be set forth in a separate Service Agreement. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall govern with respect to the specific engagement, while these Terms shall govern all other matters.

6. Fees and Payment

Fees for our Services will be specified in the applicable Service Agreement. Unless otherwise agreed in writing:

• All fees are quoted in the currency specified in the Service Agreement
• Payment terms and schedules will be detailed in the Service Agreement
• Late payments may incur interest charges as specified in the Service Agreement
• You are responsible for any taxes applicable to the Services
• All fees are non-refundable except as expressly provided in the Service Agreement or required by law

7. Intellectual Property Rights

All content, features, functionality, and materials available on our Website, including but not limited to text, graphics, logos, images, software, and the design and compilation thereof (collectively, "Content"), are owned by ColdChen, its licensors, or other providers and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

With respect to Autonomous Revenue & Support Infrastructure™ systems installed for you under a Service Agreement, ownership and licensing rights will be specified in that Service Agreement. Generally, you will own or receive appropriate licenses to the custom deliverables created specifically for you, while we retain rights to our underlying technology, methodologies, and pre-existing intellectual property.

8. User Content and Data

You retain ownership of any data, information, or content you provide to us ("User Content"). By providing User Content, you grant us a license to use, process, and store such content as necessary to provide our Services and as described in our Privacy Policy.

You represent and warrant that you have all necessary rights to provide User Content and that such content does not violate any third-party rights or applicable laws. We reserve the right to remove or refuse to process any User Content that we believe violates these Terms or is otherwise objectionable.

9. Warranties and Disclaimers

DISCLAIMER OF WARRANTIES: Our Services are provided on an "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by applicable law, we disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.

We do not warrant that our Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components. We do not guarantee any specific results from the use of our Services.

Any warranties specific to professional services will be set forth in the applicable Service Agreement.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COLDCHEN, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE OUR SERVICES.

Our total liability for any claims arising out of or relating to these Terms or our Services shall not exceed the amount you paid us in the twelve (12) months preceding the event giving rise to the claim, or one hundred dollars ($100), whichever is greater.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

11. Indemnification

You agree to indemnify, defend, and hold harmless ColdChen and its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of our Services
• Your violation of these Terms
• Your violation of any third-party rights
• Any User Content you provide

12. Termination

We may terminate or suspend your access to our Services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination, your right to use our Services will cease immediately.

Termination of these Terms does not affect any Service Agreement that may be in effect, which will continue to govern the specific engagement until completed or terminated in accordance with its terms.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or our Services shall be resolved through binding arbitration in accordance with the rules of [Arbitration Organization], except where prohibited by law.

Note: You should specify your actual jurisdiction and preferred dispute resolution mechanism.

14. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. If we make material changes, we will provide notice by posting the updated Terms on this page and updating the "Last updated" date. Your continued use of our Services after such changes constitutes acceptance of the updated Terms.

15. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16. Entire Agreement

These Terms, together with our Privacy Policy and any applicable Service Agreements, constitute the entire agreement between you and ColdChen regarding your use of our Services and supersede all prior agreements and understandings.

17. Contact Information

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