123 PUBLISH INC. TERMS OF SERVICE

Version: 2026-03-05
Last Updated: March 5, 2026

These Terms of Service (“Terms”) are issued by 123 Publish Inc. (“Company,” “we,” “us,” or “our”) and govern all access to our website, and all marketing, creative, production, consulting, advertising, development, strategy, and related professional services provided by Company (collectively, the “Services”) to any customer, client, purchaser, third party representative to any customer, client, purchaser or other party engaging Company (“Client,” “you,” or “your”).

These Terms apply to all Company Services, whether fixed-scope, ongoing, subscription, retainer, project-based, or otherwise, and whether or not a separate contract is signed for each engagement. All Individual Projects are all subject to a separate engagement agreement and it is specifically agreed to between the parties herein that the scope of the project governed by this agreement is outlined in Section 3 below.

1.1 Binding Terms. These Terms constitute a legally binding contract between Client and Company governing all Services and all Service Orders (defined below).
1.2 How Client Accepts. Client accepts these Terms (each, “Acceptance”) by any of the following actions:
(a) signing electronically
(b) approving or authorizing (in writing) a quote, proposal, invoice, SOW, order form, or similar document provided by Company.
Client agrees that any payments made to company shall serve to be an approval of the quality, effort, and accuracy of all work subject to said payment.
1.3 Electronic Signature; Clickwrap Strength. Client agrees that electronic actions (including checkbox acceptance, click-to-accept, e-signature, email approvals, payment confirmations, and similar actions) constitute a signature and intent to be bound, with the same legal effect as a handwritten signature.
1.5 Version Control. The controlling version of these Terms is the version presented at the time of Acceptance (identified by the version date above unless a Service Order states a different version). Company may retain a PDF copy and acceptance record as evidence.

For purposes of these Terms:
2.1 “Services” means any marketing, advertising, creative, consulting, production, strategy, design, web, content, development, ad management, advisory, or any other related professional services provided by Company, whether directly or through contractors.
2.2 “Service Order” means any invoice, statement of work (SOW), proposal, order form, estimate, scope document, renewal, or other written document issued by Company (including via email or portal) that describes scope, Deliverables, Service Period, pricing, payment schedule, or other commercial terms. For clarity, an invoice may also serve as a Service Order.
2.3 “Service Period” means the commercial duration purchased (e.g., a specific month, campaign window, or multi-month period) stated in the applicable Service Order.
2.4 “Minimum Term” means any minimum commitment period stated in a Service Order.
2.5 “Deliverables” means the work product Company agrees to provide as described in a Service Order (including drafts, creative assets, content, designs, strategies, implementations, and related materials).
2.6 “Pass-Through Costs” means third-party costs incurred in connection with Services, including ad spend, platform fees, subscriptions, printing, hosting, domains, licensing, travel, shipping, contractors, vendors, or any other related and/or ancillary charges.

3.1 Service Orders Control Scope and Price. The specific scope, Deliverables, Service Period, pricing, and payment schedule for an engagement are set forth in the applicable Service Order.
3.2 Invoices May Define Service Period. Company may list Service Period dates directly on invoices (e.g., “Social Media Management — April 1–30, 2026”). Client agrees those dates define the Service Period unless a Service Order expressly states otherwise.
3.3 No Work Outside Scope Without Approval. Company has no obligation to perform work outside the Service Order scope. Out-of-scope work requires a change order under Section 20 (or written approval per Section 20 in this Part). Any and all change order requests are subject solely to the approval of the Company on terms and conditions to be set forth by Company only.
3.4 No “Free” Implied Services. Any effort not explicitly included in the Service Order (including additional meetings, revisions, new deliverables, additional channels, expanded strategy, or expedited timelines) is not included unless Company agrees in writing.

4.1 Conflict Protection. If there is any conflict among documents, the following order controls:
(a) the Service Order only for scope, Deliverables, Service Period, pricing, and payment schedule;
(b) these Terms for all legal terms, risk allocation, enforcement, and governance;
(c) any attachments/exhibits referenced by a Service Order, only to the extent expressly incorporated.
4.2 No Client Purchase Order Terms. Client purchase order terms, vendor onboarding portals, or third-party procurement terms do not apply unless Company expressly signs and accepts them in a separate written agreement.

5.1 Client Cooperation Is Mandatory. Client will provide timely and accurate materials, access, approvals, feedback, credentials, and decisions reasonably required for Company to perform Services. If Client does not provide the same under this section the Company will not assume any liability therein for any error, omission or adverse consequence to client as a result of this failure.
5.2 Client Delays Extend Timelines and May Increase Fees. If Client delays providing required items or approvals, Company may (a) extend timelines, (b) reschedule work, and/or (c) charge additional fees for rework, standby time, rescheduling, administrative burden, or scope expansion.
5.3 Accuracy of Client Inputs. Client is solely responsible for the completeness and accuracy of all information and materials Client provides. Company may rely on Client-provided information without independent verification.

6.1 Mutual Respect Required. Client agrees to communicate professionally and respectfully with Company personnel.
6.2 Abuse Is a Material Breach. Abusive, hostile, threatening, harassing, discriminatory, or disruptive conduct toward Company staff is a material breach and grounds for immediate suspension or termination, without refund of previous monies paid to Company and without any abatement of future costs incurred.
6.3 No Refunds for Termination Under This Section. If Company terminates or suspends due to Client misconduct, Client remains responsible for all amounts due and no refunds will be owed except as expressly required by law.

7.1 Responsiveness Requirement. Client acknowledges that timely communication is essential.
7.2 Non-Response = Suspension Rights. Failure to respond to Company communications for ten (10) business days permits Company to suspend Services without liability.
7.3 No Extensions or Refunds. Suspension due to Client non-response does not entitle Client to refunds, credits, or automatic extensions of the Service Period unless Company agrees in writing.

8.1 Meeting Confirmation. Meetings must be scheduled and confirmed in writing at least 24 hours in advance.
8.2 Rescheduling. Either party may request rescheduling with reasonable notice. Company may reschedule due to staffing, production, emergencies, vacations, hour changes or operational needs.
8.3 Missed Meetings. Missed meetings or late arrivals by Client may be treated as delivered time and may be billable or counted against included meeting time, if any is included in the Service Order.

9.1 Fees. Fees are as stated in the Service Order.
9.2 Pricing Confidentiality. Except as required by law, Client will keep Company’s pricing and commercial terms confidential.
9.3 Estimates. Any estimate is an estimate only unless expressly stated as a fixed price in a Service Order.

10.1 Due Upon Receipt. Unless stated otherwise in a Service Order, all invoices are due upon receipt.
10.2 Prepayment; Work Authorization. Company may require prepayment in whole or in part depending on the scope of any project and solely at Company discretion. Company has no obligation to begin or continue Services until payment is received and cleared.
10.3 No Withholding. Client may not withhold payment due to partial performance, alleged dissatisfaction, or disputes, except to the extent required by applicable law.

11.1 Collection Costs. Client will reimburse Company for reasonable collection costs, including attorney fees, arbitration fees, court costs, and administrative expenses incurred to collect overdue amounts.

12.1 Payment Without Setoff. Client will pay all amounts in full without offset, deduction, withholding, or counterclaim.
12.2 Disputes Do Not Pause Payment. Client disputes do not suspend payment obligations unless Company agrees in a signed writing.

13.1 Confidential Terms. Pricing, discounts, payment schedules, and commercial arrangements are confidential.
13.2 Permitted Disclosure. Disclosure of anything under this section is allowed only (a) with Company’s prior written consent, or (b) if required by law, provided Client gives Company prompt notice where legally permitted.

14.1 Required Notice Before Dispute. Client agrees not to initiate any chargeback, reversal, or payment dispute without first providing written notice to Company at info@123publishinc.com and allowing Company fifteen (15) business days to investigate and attempt to resolve.
14.2 Improper Chargeback = Material Breach. Any chargeback initiated in violation of this section constitutes a material breach.
14.3 Evidence Submission. In the event that any chargeback or payment dispute proceeding of any kind is initiated, Client agrees that Company may submit acceptance logs, communications, records, project files, time records, drafts, Deliverables, meeting notes, and other documentation to banks, card networks, payment processors, arbitrators, or courts.
14.4 Fees and Costs. Client is responsible for chargeback fees, administrative time, and collection costs caused by improper disputes.

15.1 Minimum Term Applies Only If Included. A Minimum Term applies only when a Service Order expressly states a Minimum Term.
15.2 Resource Allocation Basis. Client acknowledges Minimum Term commitments are used to allocate staffing and production capacity and may include preferential pricing.

16.1 72-Hour Cancellation Window. If a Service Order includes a Minimum Term, Client may cancel within seventy-two (72) hours of Acceptance by written notice to Company unless all parties agree to waive this section in writing due to an immediate time sensitive nature of the project.
16.2 Pass-Through Costs Still Owed. Any already paid Pass-Through Costs already incurred or committed are still payable by client and non-refundable if cancellation under this section is elected.

17.1 Limited Exit Window. If Client terminates within thirty (30) calendar days after the Cooling-Off Period ends, Client is responsible only for:
(a) fees earned for Services performed through termination; and
(b) any actual Pass-Through Costs incurred or committed.

18.1 Acceleration of Remaining Term Fees. If Client does not terminate within the exit window in Section 17, Client remains obligated to pay the full contract value for the entire Minimum Term, regardless of early termination, suspension, withdrawal, lack of utilization, or change in circumstances.
18.2 Non-Refundability. Payments under a Minimum Term are non-refundable except as expressly stated in Sections 16–17.

19.1 Immediate Suspension. Services are discontinued due to failed payment, chargeback, or nonpayment.
19.2 No Liability for Suspension. Company is not liable for delays, performance impacts, missed opportunities, or outcomes arising from suspension due to Client nonpayment, failed payment or chargeback.
19.3 Restart Fees / Rescheduling. Any mutually agreed upon project restart following any suspension may require revised timelines, rescheduling, and may involve additional fees.

20.1 Service Period Is Commercial; Schedule Is Operational. Client purchases a Service Period (commercial duration) as stated in the Service Order. Company controls the operational schedule, sequencing, milestones, and delivery timeline.
20.2 Estimates Only. Timelines are estimates unless a Service Order expressly states a guaranteed deadline signed by Company.
20.3 Company May Adjust Schedules. Company may modify, postpone, extend, or reschedule timelines due to scope, quality control, staffing, workload, third-party dependencies, platform/vendor issues, compliance, force majeure events, or Client delays.
20.4 No Refunds for Rescheduling. Schedule adjustments under this section do not constitute breach and do not entitle Client to refunds, chargebacks, credits, or damages.
20.5 Client Delay Consequences. If Client fails to provide required materials, access, approvals, or feedback, Company may (a) extend timelines, (b) pause work, (c) reassign resources, and/or (d) require a change order and additional fees.

21.1 Out-of-Scope Work. Any services, tasks, deliverables, revisions, meetings, or activities requested by Client that are not expressly included in the applicable Service Order shall be considered out-of-scope work.
21.2 Written Change Orders Required. Out-of-scope work shall not be performed by Company unless approved through a written change order, which may be confirmed via email, electronic approval, invoice authorization, or other written communication.
21.3 Revised Pricing and Timelines. Change orders may result in revised pricing, revised timelines, revised deliverables, or other adjustments reasonably required to perform the additional work.
21.4 No Obligation Without Approval. The Company shall have no obligation to begin additional work until the Client approves the revised scope and associated costs.

22.1 Client Delay Responsibility. Client acknowledges that delays in providing materials, approvals, access credentials, feedback, or required decisions may delay the progress of services.
22.2 Timeline Extensions. If Client causes delays, the Company may extend project timelines, reschedule work, or adjust delivery schedules accordingly.
22.3 Additional Costs. Client-caused delays may result in additional administrative costs, rescheduling costs, or revised project fees, to be determined solely by Company.

23.1 Dormancy Definition. A project may be considered dormant if Client fails to provide required materials, approvals, access credentials, or communication necessary for the Company to continue performing services, despite repeated requests for the same.
23.2 Dormant Project Closure. If a project remains inactive for more than thirty (30) days due to Client inactivity, the Company may close the project without refund of previously paid fees.
23.3 Restarting Dormant Projects. If Client later requests that work resume on a dormant project, the Company may require:
• a new Service Order
• revised timelines
• additional fees
• updated scope approval
23.4 No Liability for Dormancy. The Company shall not be responsible for delays, losses, or damages caused by project inactivity resulting from Client inaction.

24.1 Review Period. Client agrees to review deliverables provided by the Company promptly and provide written approval or feedback within five (5) business days unless otherwise specified in the Service Order.
24.2 Deemed Acceptance. If Client does not provide feedback within the review period, the deliverables shall be deemed accepted.
24.3 Post-Acceptance Changes. Revisions to any project requested after acceptance (whether express or deemed) constitute new work and may be billed at the Company’s current rates.

25.1 Client Responsibility. Client represents and warrants that all materials, content, images, logos, trademarks, testimonials, and other materials provided to the Company:
• are accurate
• are lawful
• do not infringe the rights of third parties.
25.2 No Verification Obligation. The Company is not obligated to independently verify the legality, accuracy, or ownership of Client-provided materials.
25.3 Indemnification. Client agrees to fully indemnify and hold harmless the Company against claims arising from any use, ownership or dissemination of Client-provided materials.

26.1 No Legal Advice. The Company is not a law firm and does not provide legal advice.
26.2 Client Compliance Responsibility. Client remains solely responsible for compliance with all applicable laws and regulations including but not limited to:
• advertising laws
• intellectual property laws
• privacy laws
• consumer protection laws
• industry regulations
• platform policies.
26.3 No Liability for Regulatory Actions. The Company shall not be responsible for legal claims, regulatory enforcement actions, penalties, or fines arising from Client activities, client provided materials, client advertising decisions, client marketing decisions and content within client deliverables.

27.1 Third-Party Costs. Certain services may require third-party expenses such as advertising spend, software subscriptions, hosting services, printing, licensing fees, contractor services, or vendor charges.
27.2 Prepayment Requirement. Unless otherwise agreed in writing, all Pass-Through Costs must be prepaid before the Company incurs such expenses.
27.3 No Responsibility for Third-Party Vendors. The Company shall not be responsible for the performance, policies, availability, results provided or conduct of third-party vendors or platforms.

28.1 Confidential Information. Both parties agree to keep confidential all non-public information disclosed during the engagement.
28.2 Examples. Confidential information includes but is not limited to:
• marketing strategies
• pricing information
• business plans
• proprietary methodologies
• technical data
• client lists.
28.3 Use Limitation. Confidential information may only be used for purposes related to performing services.
28.4 Survival. Confidentiality obligations survive termination of services into perpetuity.

29.1 Company Intellectual Property. The Company retains ownership of all pre-existing and deliverable intellectual property including:
• templates
• methodologies
• frameworks
• proprietary processes
• software
• tools
• code.
29.2 No Transfer of Ownership. Nothing in these Terms transfers ownership of the Company’s intellectual property to Client unless expressly stated in writing.

30.1 License Grant. Upon full payment of all fees associated with a Service Order, Client receives the rights specified in the Service Order to use the final deliverables.
30.2 Limited License. Unless otherwise stated, the license is:
• non-exclusive
• limited to the intended business use
• subject to the Company’s retained intellectual property rights.
30.3 Retention of Know-How. The Company retains the right to reuse general knowledge, techniques, and experience gained during the engagement and the same are not part of any compensation agreement entered into hereto.

31.1 Ownership Until Paid. Deliverables remain the property of the Company until full payment is received.
31.2 Unauthorized Use. Use of deliverables prior to full payment constitutes unauthorized use.
31.3 Remedies. The Company may pursue legal remedies including injunctive relief, damages, and recovery of unpaid fees.

32.1 Portfolio Use. Unless Client opts out in writing before work begins, the Company may display Client name, logo, and project results in its portfolio, marketing materials, proposals, or case studies.
32.2 Confidential Information Protection. Such use will not disclose confidential information.

33.1 No Harmful Statements. Client agrees not to make public statements that could reasonably be interpreted as disparaging the Company, its personnel, or its services.
33.2 Liquidated Damages. Client acknowledges that reputational damages are difficult to quantify and agrees that $5,000 per harmful statement occurrence, whether oral, digital or in writing represents a reasonable estimate of damages and not a penalty.
33.3 Lawful Exceptions. Nothing in this section restricts truthful statements required by law.

34.1 No Guarantees. Marketing, consulting, and advertising services involve factors outside the Company’s control including:
• market conditions
• competition
• platform algorithms
• audience behavior
• client implementation decisions.
34.2 No Guaranteed Outcomes. The Company does not guarantee specific outcomes including revenue increases, advertising performance, search rankings, audience growth, or return on investment.
34.3 Past Results Disclaimer. Past performance does not guarantee future results.

35.1 No Hiring of Company Personnel. Client agrees not to recruit, hire, or contract with Company employees or contractors involved in providing services for a period of twelve (12) months after termination of services.
35.2 Liquidated Damages. Violation of this provision may result in liquidated damages equal to six (6) months of the individual’s compensation.

36.1 Independent Relationship. The Company performs services as an independent contractor and is in no way to be considered an employee of any Client.
36.2 No Agency Relationship. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency relationship.

37.1 Maximum Liability. To the fullest extent permitted by law, the Company’s total aggregate liability shall not exceed the amount paid by Client to the Company during the three (3) months preceding the claim.
37.2 Excluded Damages. The Company shall not be liable for:
• indirect damages
• consequential damages
• lost profits
• lost business opportunities
• reputational damages
• punitive damages.

38.1 Company Documentation. The Company may maintain internal documentation relating to services performed including communications, drafts, deliverables, logs, project files, and analytics records.
38.2 Admissible Evidence. Such records may serve as evidence of services performed in any dispute, arbitration, or legal proceeding.

39.1 Commercial Reasonableness. Client acknowledges that the limitations of liability, payment obligations, risk allocations, and dispute provisions contained in these Terms are commercially reasonable.
39.2 Pricing Reflects Risk Allocation. Client acknowledges that the pricing of services reflects the allocation of risk described in these Terms.

40.1 Preservation Requirement. If a dispute arises, Client agrees to preserve all communications, documents, and records relating to the services or otherwise agrees that any communications, documents or records are to be viewed in the light most favorable to the company in any dispute, arbitration or litigation.
40.2 No Destruction of Evidence. Client shall not intentionally destroy or alter relevant evidence following notification of or during a dispute.

41.1 No External Representations. Client acknowledges that in entering into these Terms and engaging Company’s Services, Client has not relied upon any representations, statements, promises, projections, or guarantees that are not expressly stated in these Terms or in a written Service Order issued by the Company.
41.2 Informational Communications Only. Any statements, projections, estimates, marketing materials, or discussions occurring prior to the execution of a Service Order are provided solely for informational purposes and shall not constitute binding commitments.
41.3 Modification Requirement. These Terms may only be modified by a written agreement executed by the Company.

42.1 Commercial Engagement. Client acknowledges that the engagement between Client and Company is an arm’s length commercial business transaction.
42.2 Opportunity to Review. Client acknowledges that it has had a full and fair opportunity to review these Terms prior to accepting them and has had the opportunity to seek independent legal counsel if desired.
42.3 Voluntary Acceptance. Client agrees that it accepts these Terms knowingly and voluntarily and understands the nature of the services provided.

43.1 Plain Meaning Interpretation. These Terms shall be interpreted according to their plain meaning and not against the drafting party.
43.2 Severability. If any provision of these Terms is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable while preserving the intent of the parties. If any provision of these terms shall be found to be unenforceable, the remaining terms of this document shall remain and the agreement shall not be de-facto unenforceable.
43.3 Headings. Section headings are included for convenience only and do not affect interpretation.

44.1 No Long-Term Storage Obligation. Client acknowledges that the Company is not a long-term storage provider for Client files, deliverables, communications, credentials, or other materials.
44.2 Retention Period. Unless otherwise agreed in writing, the Company may retain project files and related materials only for a reasonable period following completion or termination of services.
44.3 Deletion Rights. The Company may permanently delete or destroy Client materials stored on Company systems after services have ended, including materials stored longer than ninety (90) days following completion or termination.
44.4 Client Backup Responsibility. Client is solely responsible for maintaining its own copies of all files, deliverables, and materials.

45.1 Independent Platforms. Client acknowledges that many services involve third-party platforms such as advertising networks, social media platforms, hosting providers, analytics systems, and marketing software.
45.2 No Platform Control. The Company does not control the policies, algorithms, availability, quality or enforcement actions of third-party platforms.
45.3 Client Ownership of Accounts. Unless otherwise agreed in writing, all platform accounts remain owned and controlled by the Client.
45.4 Platform Actions. The Company shall not be responsible for account suspensions, content removals, algorithm changes, or policy enforcement actions taken by third-party platforms.

46.1 Strategic Recommendations. The Company may provide strategic recommendations, marketing plans, or consulting advice as part of the Services.
46.2 Client Control Over Implementation. Client remains solely responsible for implementing recommendations and managing their own business operations.
46.3 No Liability for Implementation Choices. The Company shall not be responsible for outcomes resulting from the Client’s decision to implement, partially implement, or decline recommendations.

47.1 Company Intellectual Property. Strategies, frameworks, methodologies, campaign concepts, and consulting insights developed by the Company constitute proprietary intellectual property.
47.2 Payment Requirement. Client shall not use, implement, distribute, or benefit from such strategies or materials unless the applicable services have been fully paid for.
47.3 Unauthorized Use. Unauthorized use of Company intellectual property may result in legal remedies including injunctive relief and recovery of damages.

48.1 Material Breach. Failure by Client to comply with payment obligations or other material provisions of these Terms constitutes a material breach.
48.2 Acceleration of Payment. Upon breach, the Company may declare all outstanding balances under any Service Order immediately due and payable.
48.3 Legal Remedies. The Company may pursue all available legal remedies to recover unpaid amounts.

49.1 Guarantee Requirement. The Company may require a personal guarantee from the individual signing on behalf of a Client entity with limited liability.
49.2 Scope of Guarantee. The guarantor agrees to be personally responsible for payment of all amounts owed under these Terms and any related Service Orders.
49.3 Survival. The guarantee remains enforceable until all payment obligations are satisfied.

50.1 Electronic Execution. These Terms may be accepted electronically through digital signature platforms, online forms, or invoice payments.
50.2 Audit Trail. The Company may maintain electronic records including timestamps, IP logs, signature data, or payment records as evidence of acceptance.
50.3 Legal Validity. Electronic acceptance is valid and enforceable under applicable electronic signature laws.

51.1 Applicable Law. These Terms shall be governed by the laws of the state in which the Company’s principal place of business is located, without regard to conflict-of-law principles.

52.1 Good Faith Negotiation. The parties agree to attempt to resolve disputes through good faith negotiation prior to the institution of any proceeding, arbitration or other legal or regulatory action.
52.2 Company Venue Election. If a dispute cannot be resolved through negotiation, the Company may elect to resolve the dispute through arbitration or litigation.
52.3 Permitted Venues. Proceedings may occur in:
• the jurisdiction of the Company’s principal place of business
• the jurisdiction of the Company office providing services
• in the jurisdiction of Richmond County, New York
52.4 Waiver of Venue Objections. Client waives objections based on venue or inconvenience.

53.1 Equitable Remedies. Nothing in these Terms prevents the Company from seeking temporary restraining orders, injunctions, or other equitable relief to protect its intellectual property, confidential information, or contractual rights.

54.1 Independent Operators. The Company may operate through franchise locations, licensees, affiliates, or authorized partners.
54.2 Independent Responsibility. Each franchise or licensed location is responsible for services it performs unless otherwise stated in writing.
54.3 Parent Company Liability Limitation. The parent entity shall not be liable for the acts or omissions of independently owned franchise operations.

55.1 Access Requirements. Certain services may require access to Client-owned platforms such as websites, social media accounts, advertising platforms, or hosting services.
55.2 Security Responsibility. Client is responsible for maintaining the security of its accounts and systems.
55.3 Security Incidents. The Company shall not be liable for unauthorized access, data breaches, or security incidents affecting Client-controlled systems.

56.1 Backup Responsibility. Client is responsible for maintaining backups of its content, media files, deliverables, and other digital assets.
56.2 No Data Recovery Obligation. The Company shall not be responsible for recovering any lost or corrupted data, whether in the possession of Company, Client or both.

57.1 Third-Party Tools. The Company may use third-party software, automation systems, analytics tools, or artificial intelligence technologies to perform Services.
57.2 No Guarantee of Third-Party Performance. The Company does not guarantee the reliability, accuracy, or availability of third-party systems.

59.1 Direct Resolution First. Client agrees to attempt direct resolution with the Company before publicly disputing services.

59.1 Operational Improvements. The Company may modify service workflows, methodologies, tools, or processes used to perform Services.
59.2 No Breach. Such modifications do not constitute a breach provided the Company continues to perform the agreed scope of work.

60.1 Survival of Key Provisions. Certain provisions of these Terms shall survive termination or expiration of services, including but not limited to:
• payment obligations
• intellectual property protections
• confidentiality obligations
• limitation of liability provisions
• dispute resolution provisions
• indemnification obligations
• evidence preservation requirements
60.2 Enforceability. These surviving obligations remain legally binding even after services end.

61.1 Mitigation Requirement. In the event of any dispute or alleged breach, Client agrees to take reasonable steps to mitigate damages.
61.2 No Artificial Escalation of Losses. Client shall not take actions that intentionally or negligently increase damages or costs.
61.3 Impact on Recovery. Failure by Client to mitigate damages may reduce or eliminate any recovery available in arbitration or legal proceedings.

62.1 Independent Evaluation. Client acknowledges that it has conducted its own evaluation of the Company’s services prior to engaging the Company.
62.2 Suitability of Services. Client agrees that it has independently determined that the services offered are suitable for its business objectives.
62.3 No Reliance on Marketing Materials. Client acknowledges that marketing materials, advertisements, case studies, and examples are illustrative and do not guarantee similar outcomes.

63.1 Direct Damages Only. Any claim against the Company arising out of these Terms shall be limited to direct and specifically quantifiable damages only.
63.2 Excluded Damages. Client waives any claim for:
• lost profits
• lost business opportunities
• reputational harm
• speculative damages
• indirect or consequential damages.
63.3 Speculative Nature of Marketing Outcomes. Client acknowledges that damages relating to marketing performance or business results are inherently speculative.

64.1 Company Documentation. The Company may maintain records relating to services including:
• project files
• internal notes
• communications
• analytics reports
• system logs
• drafts and revisions.
64.2 Digital Records. Such records may be maintained in electronic form.
64.3 Evidence. Company records may be relied upon as evidence of services performed.

65.1 Operational Authority. Client agrees not to interfere with the Company’s internal workflow, project management systems, or service delivery processes.
65.2 Vendor and Contractor Contact Restrictions. Client shall not directly guide, direct, instruct or interfere with Company contractors, vendors, or subcontractors without Company authorization.
65.3 Disruption Consequences. Unauthorized interference with Company contractors, vendors or subcontractors may result in additional fees, suspension of services, or termination.

68.1 Third-Party Dependencies. Many services rely on third-party infrastructure including hosting providers, advertising platforms, analytics systems, and social media platforms.
68.2 No Control Over External Systems. The Company does not control third-party systems and cannot guarantee their uptime or functionality.
68.3 No Liability for Interruptions. The Company shall not be liable for service interruptions caused by third-party systems.

69.1 Recurring Services. Certain services may be offered on a recurring basis including retainers, subscription services, campaign management, and ongoing consulting.
69.2 Automatic Billing Authorization. By enrolling in recurring services, Client authorizes the Company to automatically charge the payment method provided for recurring fees.
69.3 Billing Frequency. Charges may occur monthly or at another interval specified in the applicable Service Order.
69.4 Ongoing Authorization. Authorization for recurring billing remains in effect for the duration of the Service Period or Minimum Term.
69.5 Payment Method Responsibility. Client is responsible for maintaining valid payment information.
69.6 Service Suspension. If a payment method fails, the Company may suspend services until payment is received.

70.1 Approved Payment Methods. Unless otherwise agreed in writing, payments must be made using one of the following methods:
• credit card through the Company’s secure billing portal located at billing.123PublishInc.com
• check payments issued by approved government or public institutional entities.
70.2 Portal Payments Required. The Company may require all non-government clients to submit payment through the online billing portal.
70.3 Payment Clearance. Check payments must clear before services begin unless otherwise agreed in writing.
70.4 Alternative Methods. The Company may decline alternative payment methods at its discretion.

71.1 Legal Compliance. Client represents that its business activities comply with applicable laws and regulations.
71.2 Prohibited Use. Client shall not use the Company’s services in connection with unlawful, fraudulent, deceptive, or unethical activities.
71.3 Immediate Suspension. If the Company reasonably believes Client is engaged in illegal or unethical conduct, the Company may suspend or terminate services immediately.
71.4 No Payment Relief. Suspension or termination under this section does not relieve Client of payment obligations.

72.1 Client Security Practices. Client is responsible for maintaining appropriate cybersecurity practices including secure passwords and multi-factor authentication where available.
72.2 Client Infrastructure Responsibility. The Company does not control the security of Client systems or accounts.
72.3 No Liability for Breaches. The Company shall not be liable for data breaches, hacking incidents, or security compromises affecting Client systems.

73.1 Client Renewal Responsibility. Client is responsible for renewing all third-party services including domain registrations, hosting services, advertising accounts, and software subscriptions.
73.2 Service Interruptions. The Company shall not be responsible for interruptions caused by expired or inactive third-party services.

74.1 File Organization. Client is responsible for maintaining organized records of business materials, marketing assets, and project files.
74.2 Provision of Materials. Client must provide necessary files in a timely and organized manner.
74.3 No Archival Responsibility. The Company is not responsible for cataloging or permanently storing Client files.

75.1 Strategic Direction. The Company performs services based on the strategy and direction approved by the Client.
75.2 Revision Limits. Unless otherwise stated in a Service Order, revisions are limited to a reasonable number consistent with industry standards.
75.3 Additional Fees. Major changes to previously approved work may require additional fees and revised timelines. Whether a change is to be considered “Major” is solely in the discretion of Company.
75.4 Timeline Impact. Frequent direction changes may extend project timelines.

76.1 Business Hours. The Company operates during standard business hours, Monday through Friday, excluding recognized holidays.
76.2 Response Times. Communications and service requests are typically processed during business hours.
76.3 After-Hours Work. Work outside standard business hours may require prior approval and may incur additional fees.

77.1 Additional Costs. Certain services may involve surcharges or additional fees.
77.2 Examples. These may include:
• payment processing fees
• rush service fees
• after-hours service fees
• regulatory or compliance costs
• administrative handling fees.
77.3 Responsibility for Fees. Client agrees to pay such fees when reasonably incurred.

78.1 Travel Requirements. Some services may require travel by Company personnel.
78.2 Expense Reimbursement. Client agrees to reimburse reasonable travel expenses including transportation, lodging, meals, and related costs.
78.3 Prepayment Requirement. The Company may require prepayment of estimated travel costs before travel is scheduled.

79.1 Voluntary Assistance. The Company may occasionally provide assistance outside the scope of services as a courtesy.
79.2 No Ongoing Obligation. Such assistance does not create an obligation for the Company to provide any similar or other outside scope services in the future.
79.3 No Scope Expansion. Courtesy services do not modify the agreed scope of services.

80.1 Discretionary Discounts. From time to time the Company may offer discounted pricing, promotional rates, introductory offers, bundled service pricing, or other special pricing arrangements.
80.2 Limited Applicability. Any discount or promotional pricing applies only to the specific Service Order or Service Period in which the discount is explicitly stated.
80.3 No Ongoing Entitlement. Discounts do not establish a permanent pricing structure and do not obligate the Company to offer the same pricing in the future.
80.4 Pricing Adjustments. The Company reserves the right to adjust pricing to its standard rates upon renewal, extension, or new Service Orders.

81.1 Authorized Representatives. Client represents that any individual communicating with the Company on Client’s behalf has the authority to provide instructions, approvals, feedback, and decisions.
81.2 Reliance on Communications. The Company may reasonably rely on instructions or approvals received from Client representatives.
81.3 Internal Authority Disputes. The Company shall not be responsible for disputes within the Client organization regarding authority to provide instructions.

82.1 Access Requirements. Client agrees to provide necessary credentials, permissions, and system access required to perform services.
82.2 Maintenance of Access. Client must maintain functional access credentials throughout the engagement.
82.3 Service Delays. If Client fails to provide or maintain access, services may be delayed or suspended.
82.4 No Liability. The Company shall not be liable for service delays caused by unavailable system access.

83.1 Professional Expertise. The services provided by the Company involve professional expertise, creative judgment, and strategic decision-making.
83.2 Creative Differences. Differences in creative opinion or marketing strategy shall not constitute a breach of these Terms.
83.3 Good Faith Standard. The Company’s professional decisions made in good faith and consistent with industry standards shall not create liability for the Company.

84.1 Independent Payment Obligations. Client’s payment obligations under these Terms are independent of Client’s business performance.
84.2 No Excuse Based on Financial Hardship. Financial difficulty, business losses, market downturns, or operational challenges do not relieve Client of payment obligations.
84.3 Full Responsibility. Client remains responsible for all fees owed under any Service Order.

85.1 Platform Rules. Client agrees to comply with all policies and rules established by third-party platforms used in connection with services.
85.2 Platform Enforcement. Third-party platforms may suspend accounts, reject advertisements, remove content, or change algorithms at their discretion, and Company assumes no liability or responsibility for these actions.
85.3 No Company Liability. The Company shall not be responsible for platform enforcement actions.

86.1 Management Structure. Client agrees not to bypass the Company’s management structure when requesting services or project changes.
86.2 Authorized Communication. Client instructions to Company must be directed through authorized Company representatives only.
86.3 Unauthorized Instructions. The Company shall not be responsible for work performed based on unauthorized instructions but payments for any work performed, whether based on authorized or unauthorized instructions shall still be required and due.

87.1 Multiple Clients. The Company may simultaneously provide services to multiple clients.
87.2 Operational Resource Allocation. The Company reserves the right to allocate personnel and resources in a manner consistent with its operational needs.
87.3 No Breach. Resource allocation decisions shall not constitute a breach of these Terms.

88.1 Commercial Fairness. Client acknowledges that the provisions contained in these Terms are commercially reasonable.
88.2 Risk Allocation. Client understands that pricing reflects the allocation of risk between the parties.
88.3 Acceptance. Client knowingly accepts these provisions as part of the commercial arrangement.

89.1 Independent Decision. Client acknowledges that it has not relied upon representations not expressly stated in these Terms or in a written Service Order.

90.1 Proprietary Strategies. Marketing strategies, frameworks, methodologies, and campaign structures developed by the Company constitute proprietary intellectual property.
90.2 Restricted Use. Client shall not use such intellectual property outside the scope of services provided by the Company without authorization.
90.3 Legal Remedies. Unauthorized use may result in legal action including claims for damages and injunctive relief.

91.1 Corporate Changes. The Company may change its legal name, operate under trade names, reorganize its corporate structure, or transfer operations to a successor entity.
91.2 Continuity of Agreement. Such changes shall not affect the validity or enforceability of these Terms.
91.3 Successor Entities. References to the Company include any successor or affiliated entity that continues the Company’s business operations.

92.1 Entity Liability Only. Services are performed by the Company as a legal entity through its personnel.
92.2 No Personal Liability. Company officers, employees, contractors, agents, and representatives shall not be personally liable for claims arising from services.
92.3 Third-Party Beneficiaries. Company personnel are intended beneficiaries of the protections provided in these Terms.

93.1 Corporate Protection. Client agrees that claims relating to services must be brought only against the Company as the contracting entity.
93.2 No Personal Claims. Client agrees not to pursue claims against shareholders, officers, directors, members ,employees, contractors, franchise operators, or affiliates.
93.3 Waiver of Veil Piercing. Client waives any attempt to impose personal liability on Company personnel except where prohibited by law.

94.1 Prevailing Party Costs. If Client initiates legal action against the Company and the Company substantially prevails, Client agrees to reimburse the Company for reasonable legal costs.
94.2 Recoverable Costs. Recoverable costs may include:
• attorney’s fees
• arbitration fees
• expert witness fees
• administrative costs
• investigation costs.
94.3 Purpose. This provision discourages frivolous claims and fairly allocates litigation risk.