Terms of Service

These Terms of Service ("Terms") govern your use of the website builtwithcs.com (the "Site") and any software development, consulting, or related services (collectively, the "Services") provided by CreativeSoul LLC ("CreativeSoul," "we," "us," or "our"). By accessing the Site or engaging our Services, you agree to be bound by these Terms. If you do not agree, please do not use the Site or our Services.

1. Services

1.1 Scope of Services

CreativeSoul provides custom software development, web and mobile application development, software consulting, UI/UX design, system integration, automation, and related technology services. The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work ("SOW"), project proposal, or service agreement executed between CreativeSoul and the client ("Client").

1.2 Changes to Scope

Any changes to the agreed scope of work must be documented in a written change order signed by both parties. CreativeSoul reserves the right to adjust timelines and pricing to reflect the impact of scope changes. Verbal or informal requests for changes do not constitute a binding modification to the SOW.

1.3 Third-Party Services and Tools

CreativeSoul may recommend or integrate third-party platforms, APIs, or tools as part of a project. The Client is responsible for reviewing and accepting the terms of service of any such third-party services. CreativeSoul is not liable for the performance, availability, or changes to third-party services.

2. Payment Terms

2.1 Fees and Invoicing

Fees for Services are set forth in the applicable SOW or project proposal. CreativeSoul typically requires a deposit before commencing work, with the remaining balance due upon project milestones or completion as specified in the SOW. All fees are stated in United States Dollars (USD) unless otherwise agreed in writing.

2.2 Payment Due Dates

Invoices are due and payable within fourteen (14) calendar days of the invoice date unless otherwise specified in the SOW. CreativeSoul reserves the right to pause or suspend work on any project for which payment is overdue.

2.3 Late Payments

Invoices not paid within the due date may be subject to a late fee of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less) on the outstanding balance. The Client shall also be responsible for any reasonable collection costs, including attorney's fees, incurred by CreativeSoul in recovering overdue amounts.

2.4 Refunds

Deposits and milestone payments are generally non-refundable once the corresponding work has commenced. Refund eligibility, if any, will be specified in the applicable SOW. CreativeSoul will work in good faith to resolve any billing disputes raised within thirty (30) days of the invoice date.

2.5 Taxes

The Client is responsible for all applicable taxes, duties, and levies arising from the Services, excluding taxes on CreativeSoul's net income. If CreativeSoul is required by law to collect sales or use tax, such amounts will be added to the applicable invoice.

3. Intellectual Property

3.1 Client-Owned Deliverables

Upon receipt of full payment for a project, CreativeSoul assigns to the Client all right, title, and interest in the custom code, designs, and other deliverables specifically created for that project ("Custom Deliverables"), to the extent permitted by law. This assignment does not include any pre-existing intellectual property owned by CreativeSoul or third parties.

3.2 CreativeSoul's Pre-Existing IP

CreativeSoul retains all rights to its pre-existing intellectual property, including but not limited to proprietary frameworks, libraries, tools, templates, methodologies, and know-how developed independently of the Client's project ("CreativeSoul IP"). To the extent any CreativeSoul IP is incorporated into the deliverables, CreativeSoul grants the Client a perpetual, non-exclusive, royalty-free license to use such CreativeSoul IP solely as part of the delivered product.

3.3 Third-Party Components

Deliverables may incorporate open-source software or third-party licensed components. Such components are subject to their respective licenses, which CreativeSoul will disclose to the Client upon request. The Client is responsible for complying with the terms of any applicable open-source or third-party licenses.

3.4 Client Content

The Client retains all rights to content, data, trademarks, logos, and other materials provided to CreativeSoul for use in the project ("Client Content"). The Client grants CreativeSoul a limited license to use Client Content solely for the purpose of performing the Services.

3.5 Portfolio Rights

Unless the Client requests otherwise in writing, CreativeSoul reserves the right to display completed work in its portfolio, case studies, and marketing materials, including identifying the Client by name.

4. Client Responsibilities

The Client agrees to provide timely feedback, approvals, and access to necessary resources (including accounts, credentials, and content) as reasonably required for CreativeSoul to perform the Services. Delays caused by the Client's failure to provide required inputs may result in adjusted timelines and additional fees.

5. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Neither party shall disclose the other's Confidential Information to third parties without prior written consent, except as required by law. This obligation survives termination of the engagement for a period of three (3) years.

6. Warranties and Disclaimers

6.1 CreativeSoul's Warranty

CreativeSoul warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. CreativeSoul will, at no additional charge, correct material defects in deliverables reported by the Client within thirty (30) days of delivery, provided the defect is not caused by the Client's modifications or misuse.

6.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CREATIVESOUL DOES NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE OR THAT THEIR OPERATION WILL BE UNINTERRUPTED.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CREATIVESOUL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, EVEN IF CREATIVESOUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CREATIVESOUL'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO CREATIVESOUL IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, CreativeSoul's liability shall be limited to the greatest extent permitted by law.

8. Indemnification

The Client agrees to indemnify, defend, and hold harmless CreativeSoul and its members, officers, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising out of or related to: (a) the Client's use of the deliverables; (b) the Client's breach of these Terms; (c) any Client Content that infringes the intellectual property or other rights of a third party; or (d) the Client's violation of applicable law.

9. Termination

Either party may terminate an engagement for convenience upon thirty (30) days' written notice. Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

Upon termination, the Client shall pay CreativeSoul for all work completed and expenses incurred up to the effective date of termination. CreativeSoul will deliver all completed work product to the Client upon receipt of such payment.

10. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or related to the Services shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. The parties agree that any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Illinois, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts.

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation for a period of at least thirty (30) days.

11. General Provisions

11.1 Entire Agreement

These Terms, together with any applicable SOW or project agreement, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations, and warranties.

11.2 Amendments

CreativeSoul reserves the right to update these Terms at any time. Material changes will be reflected by an updated "Last Updated" date. Continued use of the Site or Services after such changes constitutes acceptance of the revised Terms. For active client engagements, changes to Terms will not apply retroactively without the Client's written consent.

11.3 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

11.4 Waiver

No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. CreativeSoul's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

11.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without CreativeSoul's prior written consent. CreativeSoul may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

12. Contact Us

If you have any questions about these Terms of Service, please contact us:

• Company: CreativeSoul LLC
• Email: [email protected]
• Website: builtwithcs.com