This page forms a legal contract between Down South Systems, LLC (“Down South Systems,” “we,” “us,” or “our”) and the person or business receiving the Services (“you,” the “Client,” or “your”). A Service Order or other agreement may also incorporate these Terms expressly. Visiting our website does not by itself create a contract.

For a Subscription, your activation-fee payment completes acceptance of these Terms and our Privacy Policy after you select the agreement box that links to them. No additional signature is needed. We preserve the accepted version and its content fingerprint, acceptance timestamp, payment identifier, and Service Order details, then send the billing contact written confirmation identifying that record and the accepted version. Custom AI & Growth Systems work follows a different process: both parties must sign a separate agreement as Section 4.1 explains.

Section 22 requires individual arbitration and waives class proceedings. Review that section before accepting. Section 22.5 gives you 30 days to reject the arbitration requirement.

1. Definitions

Account means the registered account through which you reach the Services.

AI & Growth Systems means individually quoted systems and marketing work within Section 4.1.

Activation fee means Section 4's one-time charge for the design, build, and publication of your website. It becomes due when we create your Account, and its payment records your acceptance of these Terms. Where your Service Order states a split activation fee, the first installment is the payment that records that acceptance.

Client Content means anything you place in, supply for, or produce through the Services, including copy, images, branding, company details, customer or lead lists, and similar material.

Customer System means the third-party, white-label environment through which we manage and supply such features as booking, missed-call responses, review requests, and CRM tools. We license and administer that environment for you; it is not a system you operate independently.

Launch Date means the day your website first becomes publicly available at its production domain. If the site is ready but an approval, credential, item of content, or other requirement under your control prevents publication, the Launch Date instead falls seven calendar days after our written launch-ready notice.

Services includes the managed website, Customer System, phone numbers, voice, SMS or MMS capability, automations, and anything else we agree to provide.

Growth Services Agreement means the parties' signed contract, together with its order form or statement of work, for a Section 4.1 project.

Subscription means the recurring arrangement under which you pay for Services.

2. Eligibility and account

The Services are only for lawful businesses and for people who are at least 18 and able to contract. If you act for a company, you must have authority to bind it. Signup details must be truthful and kept up to date, and you remain accountable for everything done through your Account by you or any user you authorize, including employees and contractors.

3. Services

Your selected plan determines which managed website and Customer System features we design, host, maintain, and make available. Features can evolve or be retired, but we will notify you before a change materially diminishes the central functionality of your plan. Separately scoped AI & Growth Systems projects are outside the Subscription and follow Section 4.1.

4. Subscription plans and pricing

The published plans are:

• Presence: $147/month or $1,617/year. A custom-designed website, hosting, SSL, and security monitoring, a contact form that sends each inquiry to you by text, plus 2 hours of included website changes per month.
• Complete System: $297/month or $3,267/year. Everything in Presence, plus an automatic reply to the person who submitted the inquiry, online booking, missed-call text-back, review generation, a CRM contact database, and 4 hours of included website changes per month.

Your invoice states each part of your plan separately: the managed website at $147 per month or $1,617 per year, and, on Complete System, Customer System access at $150 per month or $1,650 per year. The separately stated parts are how the plan is billed and always add up to the published plan price.

After a plan's included change allowance is used, additional website work costs $50 per hour unless we approve a fixed price with you. We will document the scope and receive written approval before starting that work. Unused included hours expire each month; they have no cash value and cannot be carried forward.

A one-time $500 activation fee applies to either plan and becomes payable upon Account creation. We ordinarily collect it in full before onboarding or production begins. We may agree in writing to collect it in two installments instead: the first at checkout and the remainder charged to your saved payment method on or before the onboarding call. A split changes only the timing, never the $500 total, and your Service Order states each installment and when the second is due. The activation fee pays for the creation of your website: discovery and planning, design, content and page layout, build and configuration, quality testing, and publication to managed hosting. It is a charge for that design and development work and for preparing the site to be hosted. It does not purchase access to the Customer System or to any other software platform; your Subscription provides that access for as long as it remains active. We may revise prices after giving at least 30 days' advance notice, with the new price beginning on your following billing cycle.

4.1 AI & Growth Systems (custom-scoped engagements). We also undertake individually designed technology and marketing projects. Examples include AI reception and voice agents, inbound or outbound AI calls, database reactivation, conversational assistants, complex automations, search optimization, and paid-advertising management. This list may change as our offerings develop.

Integration needs, usage volume, media spend, and project scope differ by client, so these projects have no public price list. A separate Growth Services Agreement states each project's price, deliverables, service level, commitment, and duration. Every engagement is subject to these rules:

• Both signatures come first. Checkout acceptance is not enough for this work. Our delivery duty begins only after you and we have signed the Growth Services Agreement and we have received any initial amount it requires. Website copy, proposals, and these Terms do not promise a particular project, price, or deal.
• An active Subscription is ordinarily required. Most projects run through the Customer System supplied with a Subscription. Standalone delivery is available only when the signed project agreement expressly permits it. Otherwise the project ends when its related Subscription ends, subject to the project's own payment and termination language.
• Project-specific language has limited priority. For that project only, the signed agreement prevails over conflicting language here about price, duration, cancellation, refunds, service level, or deliverables. These Terms still control other subjects, including Sections 13 through 15 and 19 through 22.
• Project charges are separate and outside the launch guarantee. Section 7 protects only the website Subscription. A custom project's refund right exists only if its signed agreement creates one. Advertising spend, platform charges, AI or model consumption, and Section 6 phone or message usage are additional pass-through costs, separate from build and management fees.
• Results are not promised. Section 19 applies. We make no commitment about leads, appointments, conversion, cost per lead, ad return, search placement, or the correctness of AI output. AI output is probabilistic and may be inaccurate; you must supervise it and decide whether to rely on it.
• Campaigns remain client-directed. Before outbound or reactivation work begins, you must supply the intended list and records supporting the planned use of each contact. You approve the recipients, channel, copy, sender identity, timing, and final launch. We may require a recorded attestation, written campaign approval, and the underlying consent records before we configure or transmit a campaign. Marketing calls using automated or AI-generated voices are generally treated as artificial or prerecorded calls under the TCPA and generally need prior express written consent; state rules may add disclosures, registration, or further consent. We may exclude a contact or halt activity that we reasonably consider a legal, carrier, or platform risk, without forgiving charges already incurred.

5. Billing, renewal, and payment

• At launch. Once onboarding is complete and we have the required credentials and materials, the first Subscription charge is payable immediately before publication. When you postpone a launch-ready site, we may collect it on the Section 1 Launch Date. That date establishes the recurring billing anniversary.
• Payment timing. Subscription charges cover the upcoming service period, not a period already elapsed.
• Monthly option. Unless canceled, it renews every month on the Launch Date anniversary at the price then in effect.
• Annual option. Presence is $1,617 per year and Complete System is $3,267 per year. The first annual Subscription payment is collected in full immediately before launch (or on a deemed Launch Date), covers the 12-month period beginning on that Launch Date, and includes one month at no additional charge compared with the ordinary monthly list price. Unless you give timely cancellation notice, the Subscription renews automatically for another 12 months at the then-current annual price on each Launch Date anniversary. After an annual renewal charge, cancellation prevents the following annual renewal. The Services remain available through that paid annual term unless terminated for cause or unless you ask us to end them sooner, and Section 7.1 returns the prepaid whole months you do not receive.
• Changing between the monthly and annual options. By written agreement with us you may move from monthly to annual billing, or from annual to monthly. The change takes effect at your next renewal rather than inside a period you have already paid for, so it creates no proration, credit, or refund for that period. From that date you are billed at the price then in effect for the option you moved to, and that date becomes the anniversary on which the new option renews. Changing options is not a new Subscription: it does not restart the Section 7 satisfaction period, change your Launch Date, or affect a cancellation notice you have already given under Section 12.
• Charge authorization. Stripe processes payment. The method you supply may be charged for every amount owed under the relationship, such as Subscription and usage charges, any remaining activation installment under Section 4, and applicable tax. We keep that method on file for those disclosed charges and may charge it without you being present.
• Tax. Published Subscription and activation prices include any sales, use, or comparable transaction tax we are required to collect on them. We do not add that tax to your published price, and a change in tax rates does not by itself change what you pay; any price revision follows Section 4's notice requirement. Section 6 usage charges, carrier surcharges, and Section 4.1 project fees are quoted exclusive of such taxes, and you pay any that apply to them. Taxes assessed on our income remain ours.

6. Usage-based charges

Customer System activity involving phone numbers, texts, calls, or number intelligence produces charges in addition to the Subscription. The present unit prices are:

The Presence contact-form notification is not Customer System activity and is not charged under this Section. We send it from a number we operate, so a Presence plan requires no number of its own and incurs no usage charge for it.

We will provide 30 days' notice before changing these unit prices. Message length may cause a single text to use multiple SMS segments, while routes and destinations account for the displayed ranges. Mobile-carrier surcharges and A2P 10DLC registration costs are excluded from the table and passed through as they occur.

Usage funding. The payment method selected for usage funds a separate balance. Falling below your chosen threshold triggers an automatic refill charge. Keeping that balance adequately funded and monitoring it are your responsibilities; insufficient funds may interrupt phone and messaging functions.

Section 7 does not make usage refundable. Usage is outside the Subscription price and remains unaffected by any Section 13 website buyout.

7. Our 30-day guarantee and refunds

The Launch Date opens a 30-calendar-day satisfaction period. Notify us before that period closes if you are dissatisfied, and we will return in full the activation and Subscription amounts you paid us. For a client-caused publication delay, the same period starts seven days after our written launch-ready notice under Section 1. Outside that period, only Section 7.1 makes fees refundable. If your activation fee was split and you invoke this guarantee before the second installment is charged, we cancel that installment rather than collecting it.

Only the website Subscription and its activation fee receive this protection. It excludes Section 6 usage and Section 4.1 projects; a Growth Services Agreement alone determines whether its custom project can be refunded.

Once the satisfaction period ends, amounts billed for what we have already delivered are final and non-refundable: the activation fee, each Subscription month you have received, and Section 6 usage. Payment causes work and delivery to begin, which cannot be unwound afterward. A Section 12 cancellation prevents later renewals and does not return payment for the month in progress. Prepaid months you have not yet received are treated differently, as Section 7.1 explains.

7.1 Prepaid months you do not receive. We do not think it is right to keep money for service we will not deliver. Where you have paid a Subscription amount in advance for a period longer than one month — the annual option's launch payment under Section 5, or an annual renewal charge — and that period ends before it runs out, we refund the part of that payment allocated to each whole month remaining after the cancellation takes effect. The allocation divides the prepaid amount by the number of months it covered. This applies whether you cancel under Section 12 or we end the Services for a reason other than one listed below.

These limits apply to that refund:

• It covers Subscription fees only. The activation fee, Section 6 usage and its funded balance, and Section 4.1 project fees are outside it.
• A month already begun is a month received; we do not divide a partial month.
• Where a prepaid price was discounted against the plan's ordinary monthly list price, we may first recover that discount on the months you did receive. The refund is never less than zero and never more than the amount you prepaid for unused months.
• It does not arise when we terminate under Section 17 for your breach, nonpayment, or Section 14 conduct; the balance of that prepaid term is then forfeited.

We return the refund to the original payment method, or by another method we agree on where that one is unavailable, within 30 days of the effective cancellation date. Ending a prepaid term early ends Service access on that date rather than at the end of the paid term.

8. Billing disputes and chargebacks

If you believe a charge is wrong, contact us first whenever reasonably possible so we can investigate and use Section 7 while its satisfaction period remains open. Nothing in these Terms waives a right that applicable law or payment-network rules do not allow you to waive, including rights concerning an unauthorized, fraudulent, or incorrectly processed payment. Knowingly submitting false information or pursuing a bad-faith dispute for Services you accepted and received is a material breach. We may answer a dispute with the card issuer by providing acceptance, delivery, communication, and guarantee records, and may recover a valid unpaid balance and reasonable collection costs to the extent the law permits.

9. Promotions, referrals, and testimonials

Occasional promotions may reduce a price or remove the activation fee. A promotion lasts only for its stated duration and leaves every other contractual provision unchanged.

We may separately invite you to share a testimonial or case study. Participation and content never determine whether you receive an existing discount or promotional price. You may refuse, speak only from your honest experience, and later withdraw permission for continued use. If a featured client received a benefit from us, the published endorsement will disclose that connection. We do not trade money, credits, discounts, or refunds for reviews posted to Google, Trustpilot, Yelp, or another review service.

9.1 Referral program. When an active client introduces a new business that becomes a client, each may receive the value of one month:

• The referring client receives one Subscription month for every qualifying introduction, as a future invoice credit or, on request, a refund. Qualifying introductions are not capped.
• The new client receives its first month back after its 30-day launch-guarantee period expires. The $500 activation fee remains due.

Neither benefit is issued until the new client's Section 7 guarantee period has ended. These additional conditions apply:

• Tell us who made the referral no later than signup; we cannot attribute an already completed signup retroactively.
• If the new client instead cancels and receives the launch-guarantee refund, neither referral benefit arises. No previously issued amount is taken from the referring client.
• At issuance, both businesses must have active Accounts in good standing.
• The new client must be an independent business, not the referrer's renamed account or an entity the referrer owns or controls.
• For annual plans, the benefit equals the plan's ordinary one-month list price.
• No referral benefit extends a guarantee, starts a new one, or stacks with a promotion for the same month.
• A public recommendation made while you can earn a referral benefit must disclose that connection, as endorsement rules require. Public statements are never required, and their content never controls eligibility.

10. Service delivery

Delivery occurs on the Launch Date after completion and publication (or the Section 1 deemed-publication date) and completion of the Customer System setup. Because each build differs, onboarding will establish its expected schedule. You must timely supply requested access, credentials, approvals, and content. Before using a deemed Launch Date, our written notice will identify the outstanding item under your control.

11. Payment failures and suspension

We will notify you and make reasonable retry attempts after a failed charge. An amount still unpaid 48 hours after the first failure may result in suspended Account and Service access until payment. At 30 days unpaid, we may terminate and treat Client Content under Section 17. Restricting access does not cancel the debt.

12. Cancellation

You can cancel renewal at any time by giving us at least 30 days' written notice. For monthly billing and the monthly-billed portion of year one, cancellation takes effect at the end of the paid billing period that includes the end of that notice period. For a prepaid annual renewal, cancellation stops the next annual charge, and you choose how the paid year finishes: keep the Services through the end of that year, or end them sooner and take the Section 7.1 refund for the whole months you do not use. Say which you prefer in your notice; a notice that does not say runs the Services to the end of the prepaid year. Apart from Sections 7 and 7.1, cancellation does not create a refund or credit for prepaid or unused time. We will confirm the effective cancellation date in writing.

13. Intellectual property

13.1 Down South Systems materials. We or our licensors own the Customer System, code, design system, automation, branding, and supporting technology. During an active Subscription, you receive only a revocable, non-exclusive, non-transferable right to use the Services inside your own business. No unstated right or ownership interest passes to you.

13.2 Client materials. Client Content remains yours. To operate the Services, you authorize us worldwide and without royalties to store, reproduce, host, transmit, show, and otherwise process it. That non-exclusive authorization is limited by the purposes here and in our Privacy Policy. If your Subscription ends for any reason, you may request a machine-readable export of your Client Content held in the Customer System — including your contact records, their custom fields, and your conversation and call history — and we will provide it within 30 days of a request made within 60 days of cancellation. The export is of your data only; it does not include the Customer System, its configuration, or any automation we built to run it.

13.3 Site source, domain, and buyout. Section 13.1 licenses the website only while the Subscription continues. You may, however, buy its transferable source package at any point. The price is based on the Standalone Website Value (SWV) recorded at signup and steps down to nothing over four years: 100% of SWV in service months 1–12, 60% in months 13–24, 40% in months 25–36, 20% in months 37–48, and a flat $250 transfer fee beginning in month 49. The first-year figure is full price because the activation fee does not cover the build; the schedule is how we recover that build cost if the Subscription ends early, and it retires as the site ages. The package contains client-specific source, public assets we can transfer, reasonable build and deployment directions, and a current export of site data under our control. It does not contain the Customer System, internal tooling, unrelated templates, or automation pipelines unless we expressly agree otherwise. A domain we register for you is registered in your name and may be transferred independently of any website buyout.

13.4 Suggestions. You allow us to use feedback or ideas you submit for any purpose, forever and without royalties or another obligation to you.

13.5 Confidentiality. Each party will use reasonable care to protect the other's nonpublic business, technical, pricing, security, and customer information; use it only to perform or receive the Services; and disclose it only to personnel, contractors, and advisors who need it and are bound to protect it. These duties do not cover information the receiving party can document was already lawfully known, becomes public without breach, is received lawfully without a confidentiality duty, or is independently developed. A legally compelled disclosure is permitted after advance notice where the law allows. These duties continue for three years after disclosure, and for a trade secret as long as it remains protected as a trade secret under applicable law.

14. Acceptable use

You may not use a Service to distribute spam, unlawful content, or unsolicited communications; message anyone without the consent required by the TCPA, CAN-SPAM, A2P 10DLC rules, or state law; invade privacy; harass, threaten, defame, defraud, or distribute obscene material; facilitate unlawful activity; derive or reverse-engineer Customer System source; resell or sublicense access without our written approval; bypass safeguards, restrictions, or rate limits; or introduce malicious or disruptive code. Prohibited activity can result in immediate restriction or termination.

15. Your compliance obligations

15.1 Communications sent through the Services remain your responsibility. As between you and Down South Systems, you direct and are responsible for SMS, MMS, voice, and email sent to your contacts through a Service. You choose or approve the recipients, channel, copy, sender identity, timing, and final launch. Our help with configuration or transmission does not replace your obligations or make an unlawful contact lawful. You must secure every legally required consent; preserve evidence of consent; implement STOP, UNSUBSCRIBE, do-not-call, and similar requests promptly across the relevant audience; include sender identity, business address, and other mandatory disclosures; check federal and state Do Not Call registries; and meet all carrier, A2P 10DLC, TCPA, CAN-SPAM, state privacy, and other applicable requirements.

Reactivation and outbound campaign controls. Before a list is imported for a campaign, you must provide its source, the intended recipients, the planned channel and technology, known recipient locations, suppression history, and contact-specific records supporting the planned use. Purchased, rented, scraped, or improperly shared audiences may not be used. At our request, an authorized representative must join a recorded campaign review, attest that the information supplied is accurate, and approve the exact audience, copy, sender identity, schedule, and launch in writing. That attestation documents your representations and instructions; it does not create consumer consent or replace contact-specific evidence. We may request the underlying records, exclude contacts, require you to operate the final launch control through your own login, or pause the campaign when the records are missing, inconsistent, or insufficient for the planned use.

15.2 U.S. state data-processing terms. For personal information you provide or direct us to collect about your customers, leads, or other consumers (“Client Personal Information”), applicable privacy law generally treats you as the “controller” or “business” and us as the “processor,” “service provider,” or “contractor.” The following terms form the parties' data-processing addendum wherever a U.S. state privacy law requires one:

• Instructions and specific purposes. We process Client Personal Information only on your documented instructions and only to host, configure, secure, support, and operate your website, CRM, scheduling, communications, review, lead-management, and automation features; deliver messages you direct; prevent fraud and security incidents; troubleshoot; and satisfy applicable law.
• Use restrictions. We will not sell or share Client Personal Information, use it for cross-context behavioral advertising, retain or use it for an unrelated commercial purpose, disclose it outside our direct business relationship with you, or combine it with personal information received from another source except as applicable law permits.
• Protection and confidentiality. We will apply the level of privacy protection required of a processor, service provider, or contractor; restrict access to personnel and vendors who need it and are bound by confidentiality duties; and maintain reasonable administrative, technical, and physical safeguards appropriate to the information.
• Requests and compliance assistance. Taking account of the nature of our processing, we will reasonably help you respond to verified consumer requests and meet applicable security, breach-response, assessment, and consultation duties. If a consumer contacts us about Client Personal Information, we may direct that person to you unless you instruct us to act.
• Subprocessors. You authorize us to use vendors needed to deliver the Services, provided we contractually restrict their processing consistently with applicable law. We remain responsible for our selection and instruction of those vendors. Current vendor categories are identified in our Privacy Policy; material changes will be disclosed before they take effect where applicable law requires notice.
• Review and remediation. On reasonable written request, no more than once each year unless an incident or regulator requires more, we will provide information reasonably necessary to demonstrate compliance. We will notify you if we determine we can no longer meet these obligations, and you may require reasonable steps to stop and remediate unauthorized processing.
• Return and deletion. At verified termination or your lawful written instruction, we will return or delete Client Personal Information under our control within a commercially reasonable period, subject to legal retention duties and ordinary backup cycles. Information retained for those limited reasons remains protected and is not used for another purpose.

You represent that your instructions comply with law and that you have supplied required notices, obtained required permission, and have a lawful right to provide and process Client Personal Information through the Services. If a signed Growth Services Agreement or separately executed data-processing agreement imposes stronger or more specific data duties, it controls for that processing.

15.3 Related claims. Under Section 20, you must protect us from fines, damages, and claims caused by your communications or handling of consumer information.

16. Call recording

Sales, onboarding, campaign-planning, list-attestation, launch-approval, or support conversations may be recorded to train staff, verify quality, document your representations and instructions, preserve records, or resolve a disagreement. We announce the recording and ask for consent before the substantive discussion begins. If you do not consent, we will stop recording or arrange a written alternative. A recording may document campaign instructions and approval, but it does not replace the consent evidence required for individual recipients.

17. Term and termination

The contractual term starts upon acceptance and lasts through the Subscription. Your cancellation right appears in Section 12. We can restrict or end access, with or without advance notice, for breach, nonpayment, a legal requirement, or conduct that exposes us to legal or reputational harm. Termination ends Service access immediately. For the next 30 days we will retain Client Content so you can export it; afterward we may archive or erase it. Terms concerning IP, indemnity, liability limits, disputes, governing law, and any provision designed to outlast service remain binding.

18. SMS terms (A2P 10DLC)

An SMS opt-in authorizes texts for Service notifications and Account matters and, only when separately selected, promotions. Frequency depends on your activity, and your carrier's ordinary data and message charges may apply. Text STOP to end messages or HELP for assistance. Networks, devices, and other factors outside our control may delay or prevent delivery, which we do not guarantee.

19. Disclaimers

TO THE FULLEST EXTENT THE LAW PERMITS, THE SERVICES COME WITHOUT EXPRESS OR IMPLIED WARRANTIES AND ARE OFFERED “AS IS” AND ACCORDING TO AVAILABILITY. THIS DISCLAIMER INCLUDES IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO PROMISE OF CONTINUOUS, ERROR-FREE, OR SECURE OPERATION, OR OF A PARTICULAR COMMERCIAL OUTCOME, NUMBER OF LEADS, OR SEARCH POSITION.

20. Indemnification

You will defend, indemnify, and hold harmless Down South Systems and its officers, employees, contractors, and agents against a third-party claim arising from your Service use, Client Content, communications, processing of personal information, legal violation, or breach of these Terms, including resulting damages and reasonable legal fees. We will give prompt notice of a covered claim. You may direct its defense and resolution, but may not settle in a way that makes us admit wrongdoing or pay money unless we consent.

21. Limitation of liability

WHERE THE LAW ALLOWS, DOWN SOUTH SYSTEMS HAS NO LIABILITY FOR SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSS, INCLUDING LOST DATA, REVENUE, OR PROFIT. AGGREGATE LIABILITY CONNECTED WITH THESE TERMS IS CAPPED AT THE GREATER OF $100 OR THE FEES YOU PAID US DURING THE 12 MONTHS PRECEDING THE CLAIM. THE CAP AND EXCLUSIONS APPLY UNDER EVERY THEORY OF RECOVERY AND ARE ESSENTIAL TO THIS AGREEMENT. A JURISDICTION THAT FORBIDS A PARTICULAR LIMITATION WILL APPLY IT ONLY TO THE GREATEST LAWFUL EXTENT.

22. Dispute resolution; binding arbitration; class action waiver

This section changes how legal claims can be heard.

22.1 Notice and informal discussion. A party must first email the other a description of its dispute and allow 30 days for an informal solution. Formal proceedings may begin only after that period ends without resolution.

22.2 Individual arbitration. Except for Section 22.4, a claim connected to a Service or these Terms must be decided in binding, one-party arbitration. The American Arbitration Association will administer the matter under its Commercial Arbitration Rules. It will occur remotely if the parties agree; otherwise it will occur in Lafayette Parish, Louisiana. A court with jurisdiction may enter judgment on the resulting award.

22.3 No class proceedings. Each side can proceed only for itself. Neither can participate as a claimant or member in a class, collective, or representative case against the other. The arbitrator lacks authority to join separate parties' claims or conduct any representative or class matter.

22.4 Matters that may remain in court. Either side can pursue its own qualifying small-claims case. Either side may also ask a court for injunctive relief against intellectual-property infringement or misappropriation.

22.5 Rejecting arbitration within 30 days. To exclude yourself from this arbitration provision, email [email protected] no later than 30 days after you first accept these Terms. Use “Arbitration Opt-Out” as the subject and state your name, company, and unambiguous decision to opt out. All provisions other than arbitration remain unchanged.

23. Governing law and venue

Louisiana law governs, excluding its rules for choosing another jurisdiction's law. Any court case permitted by Section 22 belongs exclusively in a state or federal court in Lafayette Parish, Louisiana. Each party accepts those courts' personal jurisdiction and location.

24. Force majeure

A party is excused from delay or nonperformance caused by circumstances it cannot reasonably control, such as natural disaster, war, governmental action, telecommunications or internet failure, an outage at an outside platform, or a labor disruption.

25. Assignment

You need our advance written permission to transfer this contract. We may transfer it without your permission as part of financing, a merger or acquisition, or a disposition of substantially all company assets.

26. Notices

A notice from us may be sent to your Account email or posted on our site. Send notices to us using Section 30's contact details.

27. Changes to these Terms

We examine this document at least twice each year, with review dates displayed beside it. Before a material revision takes effect, we will give at least 30 days' notice through email or a site notice. Using a Service after the announced effective date accepts the revision.

28. Miscellaneous

Complete agreement. These Terms, our Privacy Policy, applicable intake or order documents, and a signed Growth Services Agreement contain the whole agreement on their subject and replace earlier discussions. Severability. An unenforceable provision does not invalidate the balance. No waiver by silence. Delayed or omitted enforcement does not surrender a right. No outside beneficiaries. No third party gains a right under this contract. Separate businesses. The parties remain independent contractors, without employment, partnership, or joint venture. Continuing terms. Language intended by its character to apply after termination continues to do so. Headings. Titles help navigation but do not control interpretation.

29. Consent and agreement

Selecting the required checkout agreement box and paying the activation fee confirms your informed acceptance of the version of these Terms then linked at checkout. Where your Service Order states a split activation fee, payment of the first installment is what confirms that acceptance. It also confirms that you have reviewed Section 7's guarantee and refund process and Section 22's individual-arbitration and class-waiver rules, including the 30-day opt-out. Where your Service Order states a free trial, no activation fee is paid at checkout, so acceptance is instead confirmed by selecting the separate attestation for the Free Trial Master Agreement and by saving a payment method; that agreement governs the trial period, the single conversion charge, and cancellation before it. A Subscription needs no additional signature; the jointly signed Growth Services Agreement required by Section 4.1 is the exception. We record the accepted version and its content fingerprint, timestamp, payment identifier, and Service Order details and send the billing contact written confirmation identifying that record and the accepted version.

30. Contact us

Down South Systems, LLC
Address: 201 Rue Beauregard, Ste. 202, Lafayette, LA 70508, USA
Email: [email protected]

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