Terms of Service

1. Definitions

• Account — your registered Southdraw Systems client account.
• Client Content — text, images, logos, business information, customer lists, leads, and any other materials you provide to us or upload through the Services.
• Platform — the software environment we provide to you as part of your Subscription, including CRM, automation, website hosting, and communication tools.
• Services — the Platform, websites we build for you, business phone numbers, SMS/MMS messaging, voice call routing, automations, marketing tools, review generation tools, missed-call text-back, and any other product or service we make available to you.
• Subscription — your recurring payment arrangement for the Services.

2. Eligibility and Account

You must be at least 18 years old, legally able to enter into a binding contract, and operating a lawful business to use the Services. You agree to provide accurate information during onboarding and keep your Account details current. You are responsible for all activity under your Account, including activity by your employees, contractors, or any other authorized users.

3. Services

Southdraw Systems provides marketing technology, automated review generation, websites, CRM automation, and related services to home service contractors. The specific features available to you depend on your Subscription plan. We may add, modify, or discontinue features at any time. We will not materially reduce the core functionality of your Subscription without prior notice.

4. Subscription Plans and Pricing

We currently offer the following plans:

• Starter — $149/month: Automated review request system, CRM access, SMS/email automation, missed-call text-back, and Google Business Profile integration.
• Growth — $297/month: All Starter features, plus a fully built website, business phone number for texting and calling, customer reactivation campaigns, and advanced automation workflows.

Subscriptions are available on a month-to-month basis. Pricing is subject to change. We will provide at least 30 days' notice of any price increase, effective at the start of your next billing cycle.

5. Billing, Auto-Renewal, and Payment

• Advance billing. All Subscription fees are billed in advance of the service period.
• Auto-renewal. Your Subscription automatically renews at the then-current rate at the end of each billing cycle until you cancel.
• Payment processing. Payments are processed through Stripe. By providing a payment method, you authorize us to charge it for all amounts due, including Subscription fees and applicable taxes.
• Taxes. All fees are exclusive of applicable taxes. You are responsible for any sales, use, or similar taxes other than taxes on our income.

6. No Refund Policy

All payments to Southdraw Systems are final and non-refundable, including Subscription fees and any prepaid amounts. By signing up, you acknowledge that our services are custom-built and immediately initiated upon payment, and are non-reversible once delivery begins.

7. No Chargebacks

You agree not to initiate a chargeback or payment dispute for Services rendered. Filing a chargeback is a material breach of these Terms. We reserve the right to:

• Submit evidence of contract acceptance, Platform usage, and delivery documentation to your card issuer.
• Suspend or terminate your Account.
• Pursue recovery of the disputed amount plus all associated legal, collection, and administrative fees.

8. Free Trials and Promotions

We may offer free trials, discounts, or promotional pricing at our discretion. Promotional pricing applies for the stated period and reverts to standard pricing thereafter. Discounts do not modify any other term of this agreement.

9. Service Delivery

Services are considered delivered and rendered once:

• The Client's website (if included in the plan) has been completed and made available; and
• Platform and automation setup is finalized within the Client's sub-account.

Standard setup time is 7–10 business days following receipt of a completed onboarding form. Onboarding support is provided as a courtesy and is not a prerequisite for fulfillment.

10. Payment Failures and Suspension

If a payment fails:

• We will retry payment up to 4 times over 3 weeks.
• If the balance remains unpaid 48 hours after the first failed attempt, your Account and Platform access may be suspended until the balance is paid.
• If the balance remains unpaid for 30 days, we may terminate your Account and delete or archive Client Content as described in Section 16.

Suspension does not relieve you of the obligation to pay outstanding fees.

11. Cancellation

You may cancel your Subscription at any time by contacting us at declan@southdrawsystems.com. Cancellation becomes effective at the end of the current billing cycle, and you will not be charged thereafter. Early cancellation does not entitle you to a refund of any prepaid amounts or unused portion of a term.

12. Intellectual Property

12.1 Our IP

The Platform, our software, our website templates, our automations, our marketing materials, our brand, and all underlying technology and intellectual property are owned by Southdraw Systems or our licensors. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform and Services solely for your internal business purposes during your active Subscription. All rights not expressly granted are reserved.

12.2 Your Content

You retain ownership of your Client Content. You grant us a non-exclusive, worldwide, royalty-free license to host, store, transmit, display, and process Client Content solely as necessary to provide the Services.

12.3 Websites and Domains

Websites we build for you are hosted on our infrastructure and licensed to you under Section 12.1. Upon termination of your Subscription, your right to use the hosted website ends. We are not obligated to transfer the website's source code, templates, or theme. You retain ownership of any Client Content (text, images, logos) you provided. If you registered a domain through us, ownership transfers to you upon request and payment of any applicable transfer fees.

12.4 Feedback

If you provide suggestions, ideas, or feedback, you grant us an unrestricted, perpetual, royalty-free license to use it without obligation to you.

13. Acceptable Use

You agree NOT to use the Services to:

• Send unsolicited messages, spam, or unlawful communications.
• Send messages without proper consent under the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, A2P 10DLC requirements, or applicable state laws.
• Violate any applicable privacy law, including CCPA/CPRA, VCDPA, or any other state or federal privacy statute.
• Send messages that are harassing, threatening, defamatory, fraudulent, obscene, or otherwise unlawful.
• Promote illegal activities or regulated industries that violate carrier policies.
• Reverse-engineer, decompile, or attempt to derive source code from the Platform.
• Resell or sublicense the Services to third parties without our written consent.
• Use the Services to compete with Southdraw Systems or build a competing product.
• Attempt to circumvent security measures, rate limits, or technical restrictions.
• Upload viruses, malware, or any code intended to damage or disrupt the Services.

We may suspend or terminate Accounts engaged in any prohibited activity.

14. Client Compliance Obligations

14.1 You Are the Sender

When you use the Platform to send SMS, MMS, voice messages, or emails to your customers, you — not Southdraw Systems — are the sender. You are solely responsible for:

• Obtaining valid consent from every recipient before sending any message that requires consent under the TCPA, CAN-SPAM, A2P 10DLC, or applicable state law.
• Maintaining proof of consent (timestamped opt-in records, form submissions, signed authorizations) and producing them upon request.
• Honoring opt-out requests (STOP, UNSUBSCRIBE, etc.) immediately and on a list-wide basis.
• Including required disclosures (sender identity, opt-out instructions) in your communications.
• Scrubbing against the National Do Not Call Registry and applicable state DNC registries before making telemarketing calls or texts to non-customers.
• Complying with A2P 10DLC carrier registration requirements for the campaigns you run.
• Complying with all state privacy laws applicable to your processing of consumer data.

14.2 Privacy and Data Protection

If you upload personal information about consumers (homeowners, leads, or customers) to the Platform, you act as the "controller" or "business" under applicable privacy laws, and Southdraw Systems acts as the "processor" or "service provider." By uploading personal information, you represent that you have provided all required notices to data subjects, obtained all required consents, and have the legal right to upload and process that data through the Platform.

14.3 Indemnification for Your Communications

You agree to indemnify and hold Southdraw Systems harmless from any claims, fines, penalties, or damages arising from your communications or your processing of consumer data, as further described in Section 19.

15. Call Recording

We may record sales, onboarding, and support calls between you and Southdraw Systems for quality assurance, training, and dispute resolution. We will provide notice at the start of each recorded call. By continuing the call, you consent to being recorded. If you do not wish to be recorded, please inform us at the start of the call.

16. Term and Termination

16.1 Term

These Terms begin when you accept them and continue until your Subscription is terminated.

16.2 Termination by You

You may cancel at any time as described in Section 11.

16.3 Termination by Us

We may suspend or terminate your Account and these Terms, with or without notice, if you breach these Terms, fail to pay amounts due, or engage in conduct that creates legal, regulatory, or reputational risk for us.

16.4 Effect of Termination

Upon termination, your right to access and use the Services ends immediately. We will retain Client Content for 30 days following termination to allow you to export it. After 30 days, we may delete or archive Client Content. You are responsible for exporting your data before termination. Provisions that by their nature should survive termination — including intellectual property, indemnification, limitation of liability, dispute resolution, and governing law — will continue.

17. SMS Terms (A2P 10DLC)

17.1 SMS Disclosure

By opting in to our SMS services, you agree to receive text messages related to notifications, marketing, account updates, and other service-related communications. Message frequency varies. Standard message and data rates apply per your mobile carrier's terms. To opt out, reply STOP to any message. For assistance, reply HELP.

17.2 Messaging Consent

Consent to receive messages from Southdraw Systems may be provided through website sign-up forms, onboarding forms, or verbal confirmation through customer service interactions.

17.3 Message Delivery

Southdraw Systems does not guarantee that messages will be delivered without delays or failures. Such issues may occur due to network problems, carrier filtering, or factors outside our control.

17.4 Compliance

You acknowledge that the messaging service must be used in compliance with all applicable laws, including the TCPA, CAN-SPAM, A2P 10DLC carrier requirements, and applicable state laws.

18. Disclaimers

The Services are provided "as is" and "as available," without warranty of any kind, express or implied. Southdraw Systems disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components. We do not guarantee any specific results, including number of reviews, leads, sales, revenue, or search rankings.

19. Indemnification

You agree to defend, indemnify, and hold harmless Southdraw Systems LLC and its officers, members, employees, contractors, and agents from and against any third-party claims, damages, liabilities, losses, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Services.
• Your Client Content.
• Your communications sent through the Services (including TCPA, CAN-SPAM, and related claims).
• Your processing of personal information uploaded to the Platform.
• Your violation of these Terms or any applicable law.
• Your violation of any third party's rights.

We will promptly notify you of any claim subject to indemnification, and you will have control over the defense and settlement, provided that no settlement requiring us to admit fault or pay any amount may be entered without our written consent.

20. Limitation of Liability

To the maximum extent permitted by law:

No Indirect Damages. Southdraw Systems will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.

Cap on Direct Damages. Our total cumulative liability under these terms will not exceed the greater of (a) the amount you paid us in the 12 months preceding the event giving rise to the claim, or (b) $100.

Some jurisdictions do not allow exclusion or limitation of certain damages. In those jurisdictions, the above limitations apply to the maximum extent permitted by applicable law.

21. Dispute Resolution; Binding Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

21.1 Informal Resolution

Before initiating any formal dispute, both parties agree to first attempt resolution informally by contacting us at declan@southdrawsystems.com with a written description of the dispute. If the dispute cannot be resolved within 30 days, either party may proceed under this Section.

21.2 Binding Arbitration

You and Southdraw Systems agree that any dispute arising out of or relating to these Terms or the Services will be resolved exclusively by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Baton Rouge, Louisiana, or remotely by mutual agreement. Judgment on the award may be entered in any court of competent jurisdiction.

21.3 Class Action Waiver

You and Southdraw Systems agree that each party may bring claims only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative action.

The arbitrator may not consolidate more than one party's claims and may not preside over any form of class or representative proceeding.

21.4 Carve-Outs

Either party may bring (a) an individual action in small claims court, or (b) a court action seeking injunctive or equitable relief for infringement or misappropriation of intellectual property.

21.5 30-Day Right to Opt Out

You may opt out of this arbitration agreement by emailing declan@southdrawsystems.com within 30 days of first accepting these Terms with the subject line "Arbitration Opt-Out." Your email must include your name, business name, and a clear statement that you want to opt out. Opting out does not affect any other provision of these Terms.

22. Governing Law and Venue

These Terms are governed by the laws of the State of Louisiana, without regard to its conflict-of-law principles. Subject to Section 21, any action not subject to arbitration must be brought exclusively in the state or federal courts located in East Baton Rouge Parish, Louisiana, and the parties consent to personal jurisdiction and venue there.

23. Force Majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, internet or telecommunications failures, third-party platform outages, or labor disputes.

24. 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 all or substantially all of our assets without your consent.

25. Notices

We may provide notices to you by email to the address on your Account or by posting on our website. You may provide notices to us at declan@southdrawsystems.com.

26. Changes to These Terms

We may modify these Terms from time to time. If we make material changes, we will notify you by email at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

27. Miscellaneous

• Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and Southdraw Systems on this subject and supersede any prior agreements.
• Severability. If any provision is found unenforceable, the remaining provisions remain in effect.
• Waiver. Failure to enforce any right or provision is not a waiver of that right.
• No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.
• Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Headings. Section headings are for convenience only and do not affect interpretation.

28. Consent and Agreement

By purchasing any Services from Southdraw Systems or signing our onboarding agreement, you confirm that:

• You have read, understood, and agree to these Terms of Service.
• You accept our No Refund policy.
• You waive the right to initiate chargebacks for Services rendered.
• You agree to the binding arbitration agreement and class action waiver in Section 21 (subject to your right to opt out within 30 days).

29. Contact