Legal
Terms of Service
Effective and last updated: October 13, 2026
These Terms of Service ("Terms") are a binding agreement between you ("Client," "you," or "your") and Talarico Ventures LLC, a Colorado limited liability company ("Talarico Ventures," "we," "us," or "our"). They govern your access to talarico-ventures-llc.base44.app and related pages, tools, checkout flows, custom application and website development, consulting, implementation, support, digital deliverables, and other products or services we provide (collectively, the "Services").
By accessing the Services, submitting a project request, accepting a proposal, clicking an acceptance box, paying an invoice or checkout, or otherwise purchasing or using the Services, you agree to these Terms. If you purchase on behalf of a company or other entity, you represent that you have authority to bind it.
1. Eligibility and Authority
You must be at least 18 years old and legally able to enter into a contract. You may not use the Services in violation of applicable law or for unlawful, fraudulent, abusive, infringing, or harmful activity.
2. Services, Scope, and Project Estimates
Descriptions, package names, timelines, screen counts, feature examples, delivery estimates, and similar information are intended to describe the expected scope of a project, not to create a guarantee of any particular technical result unless expressly stated in a signed written agreement. Final project scope may be defined by a proposal, statement of work, order, email confirmation, or other written communication we accept. If a signed statement of work or other written agreement conflicts with these Terms, that agreement controls only for the conflicting project-specific term.
Delivery dates are estimates unless expressly identified in writing as guaranteed. Delays caused by Client feedback, missing content, unavailable credentials, third-party services, platform outages, scope changes, or events outside our reasonable control extend applicable timelines.
3. Client Responsibilities
You are responsible for timely decisions, accurate information, content, credentials, approvals, testing, and access reasonably required to perform the Services. You represent that you have the rights necessary for all materials, data, trademarks, images, copy, accounts, software, and other resources you provide. You are responsible for reviewing deliverables and promptly reporting material issues.
4. Pricing, Taxes, Fees, and Payment
Prices shown on the site, in proposals, or in payment links may be base prices. The final amount presented before payment controls. You are responsible for applicable taxes, government charges, and any other charge clearly disclosed before payment. We may decline, cancel, or correct an order that contains a pricing, product, technical, or clerical error before work begins.
Payment is due when stated in the applicable checkout, invoice, proposal, or order. Unless we expressly agree otherwise in writing, we may pause work, withhold delivery, disable access, or decline further work for unpaid or disputed amounts.
5. FINAL SALE; NO REFUNDS
ALL COMPLETED PAYMENTS ARE FINAL AND NON-REFUNDABLE.
Once payment has been successfully completed, you are not entitled to a refund, reimbursement, cancellation refund, credit, charge reversal, or return of fees because you change your mind, decide not to proceed, fail to provide required information, delay the project, stop using the deliverable, dislike a design direction after work begins, choose another provider, or no longer need the Services.
The only exceptions are: (a) where a refund is required by non-waivable applicable law, or (b) where Talarico Ventures expressly agrees in a signed writing to a specific refund.
Because custom development, consulting, reserved production capacity, discovery, configuration, and digital work can begin immediately and often cannot be returned, transferred, or restored to an unused condition, you acknowledge that the no-refund policy is a material term of the transaction.
Initiating a payment dispute or chargeback does not alter these Terms or create a contractual right to a refund. Nothing in these Terms prevents you from exercising rights that cannot legally be waived.
Our separate Refund Policy is incorporated into these Terms.
6. Scope Changes and Additional Work
Requests outside the agreed scope may require an additional fee, revised timeline, or separate order. We are not obligated to perform additional work until both parties agree to the revised scope and any associated charges.
7. Revisions, Acceptance, and Completion
Unless a written project agreement says otherwise, reasonable revisions are limited to corrections or refinements within the agreed scope. A request for materially new functionality, workflows, integrations, content, design direction, or architecture is additional work. A project may be considered complete when the agreed deliverables have been provided, deployed, transferred, or made available for your review.
8. Intellectual Property
You retain ownership of materials you provide. We retain ownership of our pre-existing tools, know-how, templates, methods, reusable components, generic code, libraries, prompts, systems, processes, and other background technology ("Background Materials"). Unless a written agreement says otherwise, after full and final payment of all amounts due for a project, you receive the rights in the custom deliverable that we expressly agree to provide, subject to our continuing ownership of Background Materials and third-party materials.
Third-party software, open-source components, hosting platforms, APIs, models, fonts, media, and other third-party materials remain subject to their own licenses and terms. We may display non-confidential project names, screenshots, logos, and general descriptions in our portfolio and marketing unless we agree otherwise in writing.
9. AI, Automation, and Third-Party Platforms
Some Services may use artificial intelligence, automation, Base44, hosting providers, payment processors, APIs, or other third-party systems. Outputs generated or assisted by AI may contain errors and require human review. We do not warrant that any third-party platform will remain available, maintain a particular feature, pricing structure, integration, policy, or level of performance.
10. Accounts, Security, and Access
You are responsible for safeguarding credentials associated with your accounts and for activity performed through credentials under your control. Notify us promptly if you believe unauthorized access has occurred. We may suspend access when reasonably necessary to protect security, prevent abuse, comply with law, or investigate suspected misuse.
11. Confidentiality
Each party may receive non-public business, technical, financial, or operational information from the other. Each party agrees to use reasonable care to protect confidential information and use it only for the relationship, except where disclosure is authorized, already public without breach, independently developed, lawfully received from another source, or required by law.
12. Prohibited Uses
You may not use the Services to violate law, infringe rights, distribute malware, interfere with systems, gain unauthorized access, impersonate others, scrape or exploit protected systems, transmit unlawful content, or use the Services in a way that creates unreasonable security, legal, or operational risk.
13. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ERROR-FREE OPERATION, UNINTERRUPTED AVAILABILITY, OR A PARTICULAR BUSINESS, FINANCIAL, MARKETING, LEGAL, OR TECHNICAL RESULT.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TALARICO VENTURES AND ITS OWNERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING FROM OR RELATED TO THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR CLAIM OR PROJECT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID TO TALARICO VENTURES FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW.
15. Indemnification
To the extent permitted by law, you agree to defend, indemnify, and hold harmless Talarico Ventures and its owners, members, managers, employees, contractors, and affiliates from third-party claims, liabilities, damages, judgments, costs, and reasonable attorneys' fees arising from your unlawful use of the Services, your content or materials, your violation of these Terms, or your infringement or violation of another person's rights.
16. Suspension and Termination
We may decline, suspend, or terminate Services for nonpayment, material breach, unlawful conduct, abusive behavior, security risk, conflict of interest, misuse, or if continuing the engagement would create unreasonable legal or operational risk. Termination does not create a refund right and does not affect accrued payment obligations, except where applicable law requires otherwise.
17. Disputes; Informal Resolution; Governing Law
Before filing a lawsuit, each party agrees to give the other written notice of the dispute and a reasonable opportunity of at least 30 days to attempt good-faith informal resolution. These Terms are governed by the laws of the State of Colorado, without regard to conflict-of-law principles. Unless the parties agree otherwise in writing or applicable law requires a different forum, exclusive jurisdiction and venue for disputes will lie in the state or federal courts located in El Paso County, Colorado, and each party consents to personal jurisdiction there.
18. Electronic Communications and Signatures
You consent to receive agreements, notices, disclosures, receipts, and other communications electronically. Clicking an acceptance control, submitting an order, or completing payment may constitute your electronic signature and acceptance to the extent permitted by law.
19. Privacy
Our Privacy Policy explains how we collect, use, disclose, retain, and protect personal information and is incorporated by reference where applicable.
20. Changes to These Terms
We may update these Terms prospectively. The updated version becomes effective when posted unless a later date is stated. Changes do not retroactively alter an executed written agreement unless legally permitted and agreed where required.
21. Miscellaneous
If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent; we may assign them in connection with a reorganization, merger, sale, or transfer of the business or relevant assets. These Terms and any applicable written project agreement constitute the agreement between the parties concerning their subject matter and supersede prior inconsistent discussions or representations.
22. Contact
Talarico Ventures LLC
Colorado, United States
Email: talarico.sam@gmail.com