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”).
- Services – CrowdSouth shall perform the consulting, software, development, marketing 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.”
- 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. Clients must approve out of pocket expenses in advance. CrowdSouth shall submit invoices to Client for services as 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 we engage on behalf of the client may be auto-renewed to keep the accounts active and ensure no interruptions and billed back to the client.
- Confidentiality – CrowdSouth and Client agree that any and all information identified by the other as “Confidential” and/or “Proprietary”, or which a reasonable third party would recognize as Confidential or Proprietary, will not be disclosed to any third person without the express written consent of the other party.
- Term and Termination – This Agreement shall remain in effect the term outlined in this agreement, or until completion of all assigned projects. Client may terminate CrowdSouth’s engagement at any time upon thirty (30) days prior written notice to CrowdSouth. 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 thirty (30) days of written notice from the other party. Upon termination of CrowdSouth’s engagement, Client shall pay CrowdSouth all of CrowdSouth’s unpaid charges and all approved out-of-pocket expenses accrued through the date of termination, as well as any of CrowdSouth’s lost revenue that would have been accrued through the remainder of the contract.
- 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. Prior inventions, intellectual property and work performed for other clients by CrowdSouth prior to this engagement are excluded. Work performed by CrowdSouth or its subcontractors or partners (including to build 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 any copyrights, patents, or trademarks for anything developed during this or any other project involving CrowdSouth. 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.
- Mutual Non-Compete – The term “not compete” as used herein shall mean that either party shall not own, manage, or operate a business substantially similar to 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.
- Payment Terms – Client shall pay according to scheduled payment plan and pay invoices 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 to10% late fee each month, compounding monthly. If the client has not provided all content by the scheduled launch date for the campaign, CrowdSouth (at its option) may bill a progress payment to take the project to 90% until the client responds with content.
- 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.
- 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 twelve-month period prior to the date of the last event giving rise to any claim for damages.
- This Agreement, together with the 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.