Southfork Software, LLC – Service Agreement

This Service Agreement (“Agreement”) is made between Southfork Software, LLC (“Service Provider”) and the undersigned Client (collectively, “the Parties”). This Agreement governs all services rendered by Southfork Software and is legally binding upon execution or acceptance by the Client.

1. Scope of Services

Southfork Software, LLC agrees to perform the professional services described in an attached or referenced Statement of Work (SOW), project proposal, or subscription plan. Each engagement will define the specific scope, deliverables, timelines, and payment structure applicable to that project.

Services may include, but are not limited to: AI-powered social media management, WordPress web development, graphic design, digital marketing consultation, ADA and accessibility integration, hosting setup and configuration, content development, and search engine optimization (SEO). Additional services may be provided as mutually agreed upon in writing between the parties.

The specific deliverables, deadlines, milestones, and acceptance criteria shall be documented in writing and approved by both parties prior to commencement of work. Any revisions, additions, or modifications to the agreed-upon scope must be submitted in writing through a formal Change Request and may result in an adjustment to fees, timelines, or resource allocation at Southfork Software’s discretion.

The Client acknowledges that successful delivery of services requires active participation and timely cooperation, including providing all necessary content, credentials, and approvals when requested. Delays in communication, incomplete information, or lack of response from the Client may extend project timelines and do not entitle the Client to any refund, discount, or claim of non-performance.

Southfork Software will perform all services in a professional and workmanlike manner, using reasonable skill, care, and diligence consistent with industry standards. However, unless expressly guaranteed in writing, Southfork Software does not warrant that any specific business outcome, sales growth, ranking improvement, or engagement metric will be achieved as a result of the services provided.

2. Term and Termination

This Agreement shall become effective on the date it is signed by both parties, or on the date the Client first subscribes to, purchases, or otherwise uses any product or service provided by Southfork Software, LLC, whichever occurs first. The Agreement shall remain in effect until services are canceled or terminated in accordance with this section.

The Client may terminate this Agreement at any time by providing proper notice through their merchant account or billing portal and completing the service cancellation process when they no longer wish to continue. Termination initiated by the Client becomes effective at the end of the current billing cycle unless otherwise stated in writing. The Client remains responsible for all fees and charges incurred through the termination date.

Southfork Software reserves the right to terminate this Agreement, with or without cause, at its sole discretion and without prior notice. Grounds for immediate termination may include, but are not limited to:

• Violation of this Agreement, the Terms & Conditions, or the Acceptable Use Policy;
• Abusive, unlawful, or unethical behavior toward Southfork Software personnel or systems;
• Non-payment, chargeback, or breach of payment terms;
• Misuse of services, data, or intellectual property; or
• Actions deemed detrimental to Southfork Software’s operations, reputation, or client community.

Upon termination—whether initiated by the Client or Southfork Software—all outstanding balances and unpaid invoices shall become immediately due and payable. No refunds, partial credits, or pro-rated adjustments will be issued for unused portions of services, setup fees, or subscriptions.

Termination of this Agreement shall not affect Southfork Software’s right to recover any outstanding payments, liquidated damages, collection costs, or legal expenses arising under this Agreement. Provisions relating to confidentiality, limitation of liability, dispute resolution, and survival shall remain in effect for a period of ten (10) years following termination.

3. Payment Terms

All invoices issued by Southfork Software, LLC are due upon receipt unless otherwise stated in writing in a signed proposal, Statement of Work (SOW), or subscription agreement. Timely payment is a condition of continued service. Late or unpaid balances may accrue interest at the maximum rate permitted by applicable law, calculated daily until the balance is paid in full.

Southfork Software reserves the right to withhold, pause, or permanently suspend delivery of services, deliverables, or access to systems for accounts that remain overdue beyond seven (7) calendar days. Continued non-payment may result in termination of services and referral of the account to a collection agency or legal counsel for enforcement.

All subscriptions for recurring or monthly services require the Client to maintain a valid payment method (credit/debit card) on file with Southfork Software’s authorized merchant processor. The Client authorizes Southfork Software to charge the card on file for all recurring fees, renewals, setup costs, and any additional authorized work. If a payment attempt fails, Southfork Software may attempt to recharge the account automatically or contact the Client to update billing information.

The Client acknowledges that the setup of accounts, integration of tools, data configuration, and time invested by Southfork Software constitute real and billable costs incurred by the company, regardless of whether the Client ultimately utilizes the service, cancels early, or fails to provide required information.

All payments are final and non-refundable, as detailed in the company’s Refund and Non-Refund Policy. Clients expressly agree not to initiate chargebacks, reversals, or payment disputes through their bank, card issuer, or payment processor. Any such attempt will be treated as a material breach of this Agreement and may result in immediate suspension of services and legal recovery of associated costs.

Payment constitutes the Client’s acknowledgment and acceptance of all work performed, deliverables completed, and services rendered by Southfork Software up to that billing period.

4. Client Responsibilities

The Client agrees to provide all necessary information, materials, files, content, passwords, access credentials, and authorizations required for Southfork Software, LLC to properly perform its services. This includes, but is not limited to, providing timely access to social media platforms, website hosting environments, third-party integrations, analytics tools, and other relevant systems as reasonably required for service execution.

The Client further agrees to maintain open communication and responsiveness throughout the duration of the project or subscription term. Southfork Software relies on the Client’s participation and collaboration to meet project milestones and timelines. Any delay in providing required information, content, or feedback will directly affect the delivery schedule.

Delays, inaction, incomplete data, or non-responsiveness by the Client do not extend deadlines, suspend billing, or entitle the Client to any refund, discount, or credit. Southfork Software shall not be held liable for missed deadlines or delayed results that occur due to the Client’s failure to provide timely cooperation or accurate information.

The Client is responsible for reviewing deliverables promptly upon receipt and providing written feedback or revision requests within the specified review window communicated for each stage of work. If no feedback is received within that timeframe, the deliverable shall be deemed accepted and approved by default, and Southfork Software may proceed to the next phase of production or billing.

The Client acknowledges that requests or changes made after approval of a deliverable may require additional time, incur additional charges, or fall outside the original project scope. Southfork Software reserves the right to issue a Change Order for any such requests before proceeding.

Additionally, the Client agrees to act with professionalism and respect in all communications with Southfork Software personnel. Abusive, harassing, or hostile conduct—whether verbal, written, or digital—constitutes a material breach of this Agreement and may result in immediate termination of services without refund.

5. Intellectual Property

Southfork Software, LLC provides certain digital and managed services that may include, but are not limited to, website design and development, web hosting configuration, AI-powered social media management, and ongoing digital support. All managed web services are considered monthly subscription-based services that remain active only while the Client’s account is current and in good standing.

Upon full payment of all fees due, Southfork Software grants the Client a non-exclusive, non-transferable, and revocable license to use the final deliverables for their intended business purpose. This includes the functional output of web development projects, completed graphics, and published social media posts.

All underlying source code, frameworks, proprietary systems, configuration files, AI-generated templates, automation logic, and licensed digital assets used in the creation or maintenance of any service remain the exclusive property of Southfork Software unless expressly stated otherwise in writing. The Client shall not copy, distribute, resell, or reproduce any Southfork Software materials beyond their authorized use.

Southfork Software retains full ownership of:

• Theme licenses, design templates, plug-ins, and proprietary configurations installed or used as part of a managed web service;
• Stock or licensed photos, videos, icons, and graphics sourced under Southfork Software’s corporate licensing agreements; and
• Custom code, modules, and AI-generated logic used to deliver performance or automation.

Certain content—such as custom-written copy, logos, or business-specific materials provided by the Client—will be transferred or made accessible to the Client upon completion of services or termination, allowing the Client to continue their operations elsewhere. However, the Client acknowledges that proprietary assets licensed or owned by Southfork Software cannot be transferred, resold, or reused outside of the active service relationship.

Social Media Content

All social media posts created and published by Southfork Software on behalf of the Client become the property of the Client once published to the Client’s social media accounts. The Client may freely edit, delete, or remove any post after publication; however, the deletion or modification of such posts does not entitle the Client to replacement content or an additional post in its place.

Social media posting campaigns are scheduled in advance to maintain consistency and quality control. Once a post is published or scheduled, it is considered fulfilled for that posting cycle. Due to scheduling systems, queue management, and time limitations, it is not possible to backdate or retroactively insert replacement posts for deleted content.

If a Client disagrees with a particular post’s tone, image, or message, they may communicate feedback for future adjustments, but no single-day or retroactive replacement will be issued.

General Intellectual Property Protections

All content, code, and creative work produced under this Agreement remain protected by copyright, trademark, and trade secret laws. Unauthorized use, duplication, or distribution of Southfork Software’s intellectual property constitutes a material breach of this Agreement and may result in immediate termination of services without refund, as well as potential legal action to recover damages or enforce ownership rights.

The Client acknowledges and agrees that Southfork Software’s value lies in its proprietary methods, tools, and creative assets, and the Client’s right to use deliverables is limited strictly to the purposes and terms defined in this Agreement.

6. Confidentiality

Both parties agree to maintain the mutual confidentiality of proprietary information, business data, communications, and project materials exchanged during this engagement. Confidential information shall not be disclosed to any third party without written consent, except as required by law. This obligation survives termination of the Agreement for ten (10) years.

7. Limitation of Liability

In no event shall Southfork Software, LLC be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of revenue, reputation, or data.
Total liability for any claim shall not exceed the total amount paid by the Client within the twelve (12) months preceding the event giving rise to such claim. This limitation applies regardless of the theory of liability asserted.

8. Dispute Resolution

Before taking any formal action, the Client must first notify Southfork Software in writing of any dispute within seven (7) days of the event, as outlined in the Mandatory Internal Resolution process.
If unresolved, disputes will be handled exclusively by binding arbitration under the rules of the American Arbitration Association (AAA). Arbitration shall take place in Valley County, Idaho, and shall serve as the sole and exclusive remedy for all disputes. Court filings are permitted only to enforce an arbitration award. The prevailing party shall be entitled to recover attorney’s fees and costs. Please review our Terms and Conditions.

9. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Idaho, without regard to its conflict-of-law rules. Any enforcement or post-arbitration actions shall be brought exclusively in Valley County, Idaho, and both parties consent to jurisdiction therein.

10. Independent Contractor Status

Southfork Software acts solely as an independent contractor. Nothing in this Agreement shall create an employer-employee, agency, or partnership relationship. The Client shall not represent Southfork Software as its agent or authorized representative for any purpose.

11. Force Majeure

Southfork Software shall not be liable for any delay, interruption, or failure to perform caused by circumstances beyond its reasonable control, including acts of God, internet outages, natural disasters, labor disputes, cyberattacks, pandemics, or government actions. Performance shall resume once conditions permit.

12. Entire Agreement and Amendment

This document represents the entire understanding between the Parties and supersedes all prior communications or agreements. Any amendment must be made in writing and signed by both parties. Failure to enforce any provision shall not constitute a waiver of rights.

13. Acceptance

By subscribing to, purchasing, or using any Southfork Software services, the Client acknowledges that they have read, understood, and agreed to all terms contained herein and in any referenced policies or addenda.