Terms of Service & Terms of Use

1. Scope and Acceptance

These Terms of Service and Terms of Use ("Terms") are a binding agreement between you and Ira McCune II LLC ("we," "us," or "our"). They govern two things:

• The Site. Your access to and use of iramccune.com and any of our other websites, pages, and content, whether or not you ever become a customer
• The Services. Your use of our custom platform development, automated workflow solutions, software integrations, consulting, and related services

The Site and the Services are referred to together as the "Services" throughout these Terms.

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

2. Use of the Site

The Site is provided for general informational and marketing purposes. You acknowledge that:

• Site content is provided for general information only and is not legal, financial, tax, or other professional advice, and it does not create a consulting or advisory relationship
• We do not warrant that Site content is accurate, current, or complete, and we may change or remove content at any time without notice
• Descriptions of services, capabilities, results, or timelines on the Site are illustrative and are not commitments; only a signed service agreement creates one
• The Site may link to third-party websites, which we do not control and do not endorse; your use of them is at your own risk and subject to their terms
• Our name, logos, page designs, text, and graphics are protected by intellectual property law and may not be copied, framed, mirrored, scraped, or used to train machine learning models without our prior written consent

Any comments, inquiries, or materials you submit through the Site (including forms, chat, calls, and texts) are not confidential, and Section 9 governs feedback you send us.

3. AI and Agentic Systems Disclaimer

Our services may include automated workflows and systems that operate autonomously ("Agentic Systems"). You acknowledge and agree that:

• Agentic Systems are designed to operate based on predefined rules, logic, and data inputs, but may produce unexpected results or errors
• We do not guarantee the accuracy, reliability, or completeness of outputs generated by automated systems
• You are responsible for reviewing and validating all outputs from automated systems before relying on them for business decisions
• We are not liable for any decisions made or actions taken based on outputs from automated systems
• Automated systems may require periodic monitoring, adjustment, and maintenance to function properly
• Outputs are not legal, financial, tax, medical, or other professional advice

You agree to use automated systems responsibly and in accordance with applicable laws and regulations.

4. User Responsibilities

You are responsible for:

• Providing accurate and complete information necessary for us to deliver services
• Maintaining the security and confidentiality of any credentials, access codes, or API keys provided
• Ensuring compliance with all applicable laws and regulations in your use of our services
• Backing up your data and maintaining independent copies of critical information
• Monitoring and reviewing outputs from automated systems before taking action
• Notifying us promptly of any errors, malfunctions, or security concerns
• Obtaining all consents required for any personal information you provide to us or process through our services

5. Acceptable Use

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

• Use our services for any unlawful, fraudulent, deceptive, harassing, or abusive purpose
• Send unsolicited commercial messages, spam, or communications that violate the Telephone Consumer Protection Act, CAN-SPAM Act, or similar laws
• Upload or transmit malware, or attempt to gain unauthorized access to our systems or those of any third party
• Interfere with, disrupt, overload, or circumvent any security or rate-limiting feature of our services
• Reverse engineer, decompile, or attempt to derive the source code of our services, except as permitted by law
• Infringe the intellectual property, privacy, or other rights of any person
• Resell, sublicense, or otherwise commercially exploit our services without our written consent

We may investigate suspected violations and suspend or terminate access to our services for conduct we reasonably believe violates this section.

6. Calls and Text Messages

Our SMS (text) line is pending carrier approval and is not yet active. Messages sent to it may not be delivered, received, or answered until activation is complete, and you should not rely on text messages to reach us for anything time-sensitive. Our voice line is active. The terms in this section apply to the SMS line once it is active.

We operate a voice line and an SMS (text) line. By providing your phone number to us, you consent to receive calls and text messages from us at that number regarding your inquiries, account, and services, including messages delivered by automated systems. Consent to receive text messages is not a condition of any purchase.

You may opt out of text messages at any time by replying STOP to any message, and you may reply HELP for assistance. Carriers are not liable for delayed or undelivered messages. Calls may be recorded and transcribed for quality, training, and recordkeeping purposes; where required by law, we will notify you before recording.

Our handling of call and message data is described in our Privacy Policy.

Message and data rates may apply. Message frequency varies. Reply STOP to opt out, HELP for help.

7. Marketplace and Payment Features

If our services include marketplace or payment processing features:

• All transactions are subject to the terms and conditions of third-party payment processors
• We are not responsible for disputes between buyers and sellers in marketplace transactions
• Payment processing fees may apply and will be disclosed prior to transaction completion
• Refunds and returns are subject to our refund policy and applicable payment processor policies

8. Fees and Payment

Fees for our services are set out in your service agreement, statement of work, or order form. Unless stated otherwise:

• Invoices are due within thirty (30) days of the invoice date
• Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection
• Fees are exclusive of taxes, and you are responsible for all applicable sales, use, and similar taxes other than taxes on our income
• Fees are non-refundable except as expressly stated in your service agreement or required by law
• We may suspend services for accounts more than thirty (30) days past due after providing notice

9. Intellectual Property

All intellectual property rights in our services, including but not limited to software, code, designs, documentation, and trademarks, remain our exclusive property or that of our licensors.

Custom platforms and software developed specifically for you may be subject to separate intellectual property agreements as outlined in your service agreement.

You retain ownership of your data and content. By using our services, you grant us a limited license to use your data solely for the purpose of providing and improving our services.

If you provide suggestions, feedback, or ideas about our services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction or compensation to you.

10. Third-Party Integrations

Our services may integrate with third-party services, APIs, or platforms. You acknowledge that:

• Third-party integrations are subject to the terms and conditions of those third parties
• We are not responsible for the availability, functionality, or content of third-party services
• Changes to third-party services may affect the functionality of our services
• You are responsible for maintaining valid accounts and credentials for third-party services

11. Availability and Modifications

We strive to maintain high availability of our services but do not guarantee uninterrupted or error-free operation. We reserve the right to:

• Modify, suspend, or discontinue services with reasonable notice
• Perform maintenance that may temporarily interrupt service
• Update features, functionality, or interfaces
• Discontinue support for outdated features or integrations

We may update these Terms from time to time. Material changes will be posted on this page with a new "Last Updated" date, and your continued use of our services after the changes take effect constitutes acceptance of the revised Terms.

12. Term and Termination

These Terms remain in effect while you use our services. Either party may terminate a service engagement as provided in the applicable service agreement. We may suspend or terminate your access immediately, with or without notice, if you violate these Terms, fail to pay amounts when due, or if we reasonably believe continued access poses a legal or security risk.

Upon termination, your right to use our services ends. Sections addressing intellectual property, fees accrued prior to termination, disclaimers, limitation of liability, indemnification, dispute resolution, and general provisions survive termination. You may request an export of your data within thirty (30) days of termination, after which we may delete it in accordance with our Privacy Policy.

13. Disclaimers

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

We do not warrant that our services will be uninterrupted, secure, error-free, or free from viruses or other harmful components.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO OUR SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the legal theory on which the claim is based. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above may not apply to you. Nothing in these Terms limits liability that cannot be limited under applicable law.

15. Indemnification

You agree to indemnify, defend, and hold harmless Ira McCune II LLC and its members, managers, officers, employees, contractors, affiliates, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from your use of the Site or the Services, violation of these Terms, violation of any law, or infringement of any rights of another party.

16. Dispute Resolution, Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

Informal Resolution First. Before filing a claim, you agree to try to resolve the dispute informally by contacting us at the email address in Section 20. If the dispute is not resolved within sixty (60) days, either party may proceed as set out below.

Binding Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or our services shall be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in Greenville County, South Carolina, or by videoconference, and judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one person and may not preside over any form of representative proceeding.

Exceptions. Either party may bring an individual claim in small claims court, and either party may seek injunctive or equitable relief in court for the alleged infringement or misuse of intellectual property rights.

Opt-Out. You may opt out of this arbitration agreement by sending written notice to the email address in Section 20 within thirty (30) days of first accepting these Terms. Opting out will not affect any other part of these Terms. If the class action waiver is found unenforceable as to a particular claim, that claim shall proceed in court and all other claims remain in arbitration.

17. Time Limit on Claims

To the fullest extent permitted by law, any claim arising out of or related to these Terms or our services must be filed within one (1) year after the claim arose, or it is permanently barred.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, United States, without regard to its conflict of law provisions. Subject to Section 16, any disputes arising from these Terms or our services shall be resolved in the state or federal courts located in Greenville County, South Carolina, and you consent to the personal jurisdiction of those courts.

19. General Provisions

• Entire Agreement: These Terms, together with any service agreement or statement of work and our Privacy Policy, constitute the entire agreement between you and us and supersede all prior discussions. In the event of a conflict, a signed service agreement controls over these Terms.
• Severability: If any provision is held unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions remain in full force and effect.
• No Waiver: Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party is liable for delays or failures caused by events beyond its reasonable control, including natural disasters, war, labor disputes, utility or telecommunications failures, and third-party service outages.
• Independent Contractor: The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Electronic Communications: You consent to receive communications from us electronically, and you agree that electronic notices, agreements, and records satisfy any legal requirement that such communications be in writing.
• No Third-Party Beneficiaries: These Terms do not confer any rights on any third party.
• Notices: Notices under these Terms must be sent in writing to Ira McCune II LLC, 8595 Pelham Rd, Suite 400 #869, Greenville, SC 29615, United States, with a copy to support@iramccune.com, and are effective on receipt. This address governs contractual notices only; formal service of process is governed by applicable law and may require service on our registered agent. We may send notices to you at the email address or phone number associated with your account.

20. Contact

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

Email: support@iramccune.com

Voice (calls): 1 (866) 899-8733

SMS (texts): 1 (877) 514-6792 — coming soon

Our SMS line is pending carrier approval and is not yet active; texts may not be delivered or answered until then. Once active: message and data rates may apply, message frequency varies, reply STOP to opt out, HELP for help.

Mailing Address: