Standard Terms & Conditions

The following are the standard terms and conditions under which CrowdSouth LLC, a corporation with its principal place of business in Bowling Green, KY, provides computer software, web design, and consulting services. These terms and conditions apply unless expressly varied in a written agreement or engagement letter between CrowdSouth and its client (“Client”).

1. Services – CrowdSouth shall perform the consulting, software, development, marketing, advertising, strategy, and related services for Client pursuant to proposals and/or written specifications agreed to by Client and CrowdSouth, LLC on a “Work for Hire Basis.”
2. Fees – In consideration of the Services performed by CrowdSouth and/or CrowdSouth partners’ standard warranties and representations as set forth in these terms and conditions, Client shall pay CrowdSouth’s fees or project cost as specified in this signed proposal. In addition, Client agrees to pay any reasonable out-of-pocket expense incurred by CrowdSouth in performance of the Services. The Client may be asked to approve out of pocket expenses in advance. CrowdSouth shall submit invoices to Client for services if specified in this proposal. Such invoices shall include any reimbursable expenses. The invoice shall be due according to the time specified on the invoice. Hosting, Domain fees, and other software subscriptions CrowdSouth engages on behalf of the client may be auto renewed to keep the accounts active and ensure no interruptions in service. From time to time when effort is involved in procurement of services, expenses/charges from outside vendors that CrowdSouth manages and/or covers costs for Clients may be subject to up-charges of a flat amount or a percentage of the charges. Those may be billed back to the client.
3. Confidentiality – CrowdSouth and Client agree that both parties will make a best effort to keep private all information identified by the other as “Confidential” and/or “Proprietary.”
4. Term and Termination – This Agreement shall remain in effect for the term outlined in this agreement, or until completion of all assigned projects. CrowdSouth or the Client may terminate this engagement at any time upon ninety (90) days prior written notice. Either party may terminate this Agreement if the other party is in material breach or default of its obligation, which breach or default is not cured within ninety (90) days of written notice from the other party. Upon termination of CrowdSouth’s engagement, Client shall pay CrowdSouth all CrowdSouth’s unpaid charges and all out-of-pocket expenses accrued through the date of termination.
5. Ownership & Intellectual Property – CrowdSouth will be performing a “work for hire” service under the Copyright Act. All graphics and content shall be owned by The Client upon full payment of all outstanding invoices. If full payment is not made under the terms outlined in the invoice(s), CrowdSouth has the right to retract any work which has not been paid for. Prior inventions, intellectual property and work performed for other clients by CrowdSouth prior to this engagement are excluded. Proprietary tools, code, and processes developed by CrowdSouth or its subcontractors or partners (including building websites, to build ad accounts, keyword lists, ad strategies, ad accounts managed/owned processes, proprietary workflows/custom plugin or application development) are all owned by CrowdSouth. Upon contract end or termination, the Client will be provided logins or code in some instances where CrowdSouth deems appropriate, but it is ultimately the Client’s responsibility to create their own accounts, keyword lists, ad strategies, ad accounts, processes, proprietary workflows/custom plugin or application development. Client is responsible for obtaining copyrights, patents, or trademarks for any work developed during this or any other project involving CrowdSouth. It is the Client’s responsibility to ensure all prior marks, brands, and works provided to CrowdSouth for the project are owned by the client. If brands or marks are developed by CrowdSouth or any of its subcontractors or partners, it is the responsibility of the client to determine and pursue the appropriate legal ownership, patents, trademarks, copyrights, etc.
6. Mutual Non-Compete – The term “not compete” as used herein shall mean that either entity shall not own, manage, or operate a business substantially like or competitive with the present business of either party. CrowdSouth does not guarantee exclusivity in your industry and may work with other clients that are in the same field of business unless otherwise agreed. Likewise, clients may utilize other service providers in the same industry as CrowdSouth.
7. Payment Terms – Client shall pay according to scheduled payment plan (within 30 Days of receipt of invoice) or by the date noted on the invoice. Additionally, if any invoice is not paid by its due date, CrowdSouth may, at its option, and in addition to any other remedies, suspend performance of the Services. CrowdSouth shall provide Client written notice of its failure to pay and ten days to cure such failure prior to suspending Services. If Client fails to cure its failure to pay within 10 days of receiving such notice from CrowdSouth, CrowdSouth may terminate this Agreement or the affected SOW and the client will also be subject to a 10% late fee each month, compounding monthly. For any expenses CrowdSouth covers for the client, CrowdSouth may add a media fee to the initial expense, and 10% of the original expense monthly for every month that payment is late. There is no media fee for ad budgets that are billed directly to a client.
8. Failure to Make Payment – CrowdSouth shall have the right to suspend the provision of any Services if the Client breaches any of its obligations under this Agreement or any SOW, including a failure to make any payment in accordance with clauses 2 or 7. CrowdSouth retains the right to withhold any account information for accounts they have created and/or have paid for. Those accounts will be released once all owed money is paid. Client agrees to pay all court costs, attorney’s fees, the full amount owed CrowdSouth, and all late fees accumulated if collection via the court or a collection agency is necessary to obtain payment.
9. Limitation of Liability – Notwithstanding anything to the contrary, in no event shall either party have any liability hereunder for lost profits or other financial loss of any type or description including any special, indirect or consequential damages arising out of or relating to this Agreement or the SOW or the performance of Services hereunder or any breach, even if such party has been advised of the possibility of such loss or damage. CrowdSouth shall not be responsible for any malicious hacks, lost sales, or downtime, but will work to remedy any issues within a reasonable scope. Standard hourly rates will apply for any work needed due to issues arising.Notwithstanding anything to the contrary, in no event shall CrowdSouth’s total aggregate liability under this Agreement for damages, however characterized, exceed the amounts (excluding reimbursable expenses and taxes, if any) actually paid by Client to CrowdSouth, minus 3rd party expenses, pursuant to this Agreement or pursuant to the SOW in the 6-month period prior to the date of the last event giving rise to any claim for damages.
10. Annual Fee Escalation – Beginning on the first anniversary of the Effective Date, and each year thereafter, CrowdSouth may increase the Service Fees by either: (a) three percent (3%) annually, or (b) the percentage increase in the U.S. Consumer Price Index for All Urban Consumers (CPI-U) over the preceding twelve (12) months. CrowdSouth shall provide Client with notice at least thirty (30) days prior to the due date of any increase.
11. ADA / Website Accessibility – CrowdSouth will use commercially reasonable efforts to follow generally recognized website accessibility best practices in performing the Services, including reference to applicable Web Content Accessibility Guidelines (“WCAG”) where appropriate. If Client has purchased an ADA or accessibility-related package, Client understands that such services are intended to improve accessibility and address known accessibility issues, but do not constitute a legal compliance review, formal WCAG certification, or guarantee that Client’s website, content, third-party tools, or digital properties will be fully ADA or WCAG compliant at all times. Accessibility is an ongoing process, and Client remains responsible for determining its legal obligations, maintaining accessibility after delivery, reviewing new or modified content, and addressing issues caused by Client changes, third-party platforms, plugins, integrations, hosting environments, or materials outside CrowdSouth’s control.

This Agreement, together with any signed SOW and any other attachments agreed to by the parties and incorporated into this Agreement, constitutes the complete, entire and exclusive Agreement between the parties with respect to the subject matter hereof and supersedes and cancels any prior or contemporaneous Agreements, understandings, representations or other arrangements, whether oral or written, expressed or implied, with respect to the subject matter of this Agreement. These terms are updated periodically and can be found online for reference at CrowdSouth.com/Terms.