These Terms of Service ("Terms") constitute a legally binding agreement between you and Skillz Tech AI, together with its affiliated company 312 Spot (collectively, "Skillz Tech AI," "we," "us," or "our"), governing your access to and use of our websites, client portal, AI solutions, and related services (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. If you are using the Services on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms.

Skillz Tech AI and 312 Spot are affiliated companies operating under common ownership. These Terms apply equally to Services provided under the Skillz Tech AI brand and the 312 Spot brand. References to "we," "us," or "our" in these Terms include both entities.

Services, communications, invoices, or support may be delivered under either brand. Your agreement to these Terms covers your dealings with both companies.

We provide artificial intelligence and technology services, including but not limited to custom AI chatbots, workflow automation, lead generation systems, voice agents, custom GPT development, managed IT services, and tech support.

The specific services, deliverables, fees, and timelines for any engagement will be set out in a separate proposal, statement of work, or service agreement ("Order"). In the event of a conflict between these Terms and an Order, the Order controls for that engagement.

We may improve, modify, or discontinue features of the Services at any time. We will make reasonable efforts to notify you of material changes that affect an active engagement.

Certain features, including our client portal, require an account. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use of your account.

You must provide accurate, current, and complete information when creating an account or submitting inquiries, and keep that information up to date.

Fees for the Services are set out in your Order or on our pricing page. Unless otherwise stated, fees are quoted in U.S. dollars and are exclusive of applicable taxes, which are your responsibility.

Recurring fees (such as monthly management or support plans) are billed in advance on a recurring basis until cancelled. Invoices are due upon receipt unless your Order specifies otherwise. We reserve the right to suspend Services for accounts with overdue balances after reasonable notice.

Except where required by law or expressly stated in an Order, fees are non-refundable.

We retain all rights, title, and interest in and to our pre-existing materials, tools, frameworks, templates, know-how, and any generalized improvements developed while providing the Services ("Company IP").

Upon full payment of applicable fees, and unless your Order states otherwise, you receive ownership of the custom deliverables created specifically for you, along with a non-exclusive, perpetual license to any Company IP embedded in those deliverables to the extent needed to use them.

You retain all rights to the data, content, and materials you provide to us ("Client Materials"). You grant us a limited license to use Client Materials solely to provide the Services.

Our Services rely on artificial intelligence and machine learning technologies, including third-party AI models. AI-generated outputs are probabilistic in nature and may occasionally be inaccurate, incomplete, or inappropriate despite our best efforts in design, training, and testing.

You are responsible for reviewing AI outputs before relying on them for business, legal, financial, medical, or other consequential decisions. AI outputs do not constitute professional advice.

Where our solutions integrate with third-party AI providers (such as large language model APIs), your use is also subject to those providers' terms and acceptable use policies.

You agree not to use the Services to: (a) violate any applicable law or regulation; (b) infringe the intellectual property or privacy rights of others; (c) transmit malware or harmful code; (d) send spam or unsolicited communications in violation of applicable law; (e) attempt to gain unauthorized access to our systems or those of third parties; or (f) use AI solutions to generate unlawful, deceptive, or harmful content.

We may suspend or terminate access to the Services for violations of this section.

Each party agrees to protect the other party's non-public business, technical, and financial information with at least the same degree of care it uses for its own confidential information, and not less than reasonable care, and to use such information only as needed to perform under these Terms or an applicable Order.

The Services may integrate with or depend on third-party platforms and providers (for example, hosting providers, AI model providers, communication platforms, and automation tools). We are not responsible for the availability, performance, or policies of third-party services, and your use of them may be subject to separate terms.

We will perform the Services in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI OUTPUTS WILL BE ACCURATE. ANY RESULTS, SAVINGS, OR ROI FIGURES REFERENCED ON OUR WEBSITES ARE ILLUSTRATIVE OF PAST CLIENT OUTCOMES AND ARE NOT A GUARANTEE OF FUTURE RESULTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SKILLZ TECH AI NOR 312 SPOT WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

You agree to indemnify and hold harmless Skillz Tech AI, 312 Spot, and their respective officers, employees, and agents from any claims, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your Client Materials; (b) your use of the Services in violation of these Terms or applicable law; or (c) your products, services, or business operations.

These Terms remain in effect while you use the Services. Either party may terminate an Order in accordance with its terms, or these Terms upon written notice if the other party materially breaches and fails to cure within thirty (30) days of notice.

Upon termination, you remain responsible for fees incurred through the effective date of termination. Sections that by their nature should survive (including intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification) will survive termination.

These Terms are governed by the laws of the State of Illinois, without regard to conflict of laws principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in Cook County, Illinois, and waive any objection to venue in those courts.

Before filing any claim, the parties agree to first attempt in good faith to resolve the dispute informally by contacting the other party.

We may update these Terms from time to time. If we make material changes, we will update the "Last Updated" date on this page and, where appropriate, provide additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

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

• Email: support@skillztech.net
• Phone: +1 (312) 217-8756
• Or use our contact page.

For details on how we collect and handle your information, see our Privacy Policy.