Products and Services
Website Design & Development
CRIB, LLC will utilize technology to create and host one (1) website promoting services during the Agreement Term. Further, our digital marketing strategy shall use at least one (1) call-tracking phone number and/or tracking code as determined by CRIB, LLC, where both are essential for our delivery of Subscription, and if additional numbers are later determined to be necessary to achieve the objectives of the digital marketing strategy, additional monthly charges shall apply. For us to best evaluate the success of the digital marketing strategy, you direct CRIB, LLC to initially actively record any and all of the inbound phone calls made to a CRIB, LLC managed call-tracking phone number, which you may opt-out of call recording at any time through the CRIB, LLC Platform at your discretion. View our CRIB, LLC call tracking terms of service [here](https://cribnetwork.io/privacy-policy).
Advertising
CRIB, LLC will use technology to create advertising campaign(s) for you if, and when, advertising package(s) is/are recited on the Order Form. An advertising campaign will begin after the website launches provided CRIB, LLC is in receipt of the respective advertising investment. The first advertising investment shall be prorated and due on launch and then on the first day of each consecutive calendar month thereafter. Advertising campaign(s) will be managed and use machine learning advertising. You expressly acknowledge that by having CRIB, LLC manage an advertising campaign using at least advertising success system technology or any element thereof, you shall never acquire any rights to nor have any direct or indirect access to any proprietary element or aspect of the technology or the advertising campaign as determined by CRIB, LLC. The advertising success system is confidential information which you, or anyone at your indirect or direct direction, shall never attempt to view directly or indirectly, acquire, transfer ownership, and/or reverse engineer any element or aspect of the advertising success system including, but not limited to, best practices, trade secrets, technology, strategies, techniques, know-how, bid structure, placement, potential customer targeting, logic trees, keyword selection, keyword match type(s), keyword(s), advertising channel budget allocations (if any), and messaging (collectively “Campaign Elements”) and you further expressly acknowledge CRIB, LLC shall be under no obligation to disclose any Campaign Elements. After receiving feedback from you, if any, CRIB, LLC shall then have full discretion and authority to manage every aspect of an advertising campaign, including, but not limited to, selection of the targeted individual words and/or phrases (“Paid Keywords”), determination of applicable advertising channels (“Selected Advertising Channels”), determination of bids, the creation and management of any and all CRIB, LLC marketing pages. In some instances, CRIB, LLC may determine that some potential advertising channels may not be available (“Unavailable Advertising Channels”) until the advertising investment is increased to a sufficient monetary value to capitalize on these other available advertising channels based on the competitiveness, geographic target, and practice areas. This strategy is essential to the performance of your advertising campaign as each channel has a minimum threshold budget that should be maintained. CRIB, LLC shall have full discretion with respect to the allocation of the available advertising investment on the selected advertising channels, and CRIB, LLC makes no guarantees as to when or where ads will be displayed. CRIB, LLC, either manually or through technology, may make adjustments to an advertising campaign, including, but not limited to allocating the advertising investment spend, shifting and/or reallocating the advertising investment spend, advertising channels and/or partners, ad types and positioning at any time as determined by CRIB, LLC in our sole discretion. If, for example, CRIB, LLC determines that the best use of the advertising investment should be used on a modified list of advertising channels, potentially including initially unselected available advertising channels or on yet-to-be-developed advertising channels (collectively, “Advertising Campaign Channels”), CRIB, LLC shall have full discretion to do so. You acknowledge that all statistics provided by CRIB, LLC evidencing any portion of an advertising campaign shall be conclusive and binding on you for all purposes of this Agreement. CRIB, LLC makes no guarantees as to the performance of any advertising campaign. Once the allocated advertising investment is sufficiently depleted for a calendar month for that given Products and Services, all corresponding advertising campaigns will cease until either (i) you increase the current month’s advertising investment; or (ii) next month’s advertising investment is funded. Any advertising investment increases will take effect upon receipt of the additional funds, where any decrease or pause will take effect once fully processed by the system and/or third-party processes and any decrease may invalidate any estimated goals. CRIB, LLC makes no guarantees with respect to the time it takes to fully utilize the allocated advertising investment. Additionally, by electing to have CRIB, LLC manage your advertising package, you expressly authorize CRIB, LLC to take its advertising tracking & technology charge.
Professional Services
If you procure professional services from CRIB, LLC, the specific details of the professional services will be described on the Sales Order on a per-project basis. Unless expressly recited, CRIB, LLC does not provide any custom deliverables or services that would qualify as work-made-for-hire. Unless expressly recited, professional services are not subject to any acceptance procedure. Professional services will be performed remotely unless otherwise specified, in which case, you will be invoiced at cost for pre-approved reasonable travel, hotel, and out-of-pocket expenses properly incurred by CRIB, LLC in connection with the professional services.
Retainers – Website and Other
Scope: CRIB, LLC will provide ongoing website maintenance and support services to you as specified in the retainer agreement.
Project Management: CRIB, LLC will allocate a reasonable amount of time for project management activities, including but not limited to coordinating tasks, communicating with you, and managing project timelines.
Quality Assurance (QA): CRIB, LLC will conduct quality assurance tests on the website to ensure it meets the agreed-upon specifications and functions properly. This may include testing for bugs, errors, and compatibility across different browsers and devices.
Retainer Fee and Payment Terms
Retainer Fee: You agree to pay CRIB, LLC a monthly retainer fee as outlined in the retainer agreement.
Invoicing: CRIB, LLC will issue an invoice to you on a monthly basis for the retainer fee. Payment is due within 7 days from the date of the invoice.
Late Payment: In the event of late payment, CRIB, LLC reserves the right to suspend the services until payment is received. Late payment may also incur additional charges or interest as specified in the retainer agreement.
Termination: Either party may terminate the retainer agreement by providing written notice to the other party 30 days prior to the desired termination date. You will be responsible for payment for any services provided up to the termination date.
Client Responsibilities
Timely Response: You agree to provide timely responses to requests for information, feedback, and approvals, as necessary for CRIB, LLC to perform the services effectively.
Content and Materials: You shall provide all necessary content, materials, and assets required for the completion of the services. It is your responsibility to ensure that all provided materials do not infringe upon any third-party rights.
Cooperation: You agree to cooperate with CRIB, LLC, providing all necessary access, permissions, and
credentials to facilitate the provision of the services.
Limitations of Liability
Warranty: CRIB, LLC will make reasonable efforts to provide the services in a professional and timely manner. However, we do not warrant that the services will be error-free or uninterrupted.
Indirect Damages: CRIB, LLC shall not be liable to you or any third party for any indirect, incidental, or consequential damages arising from the use of the services, including but not limited to lost profits, loss of data, or business interruption.
Total Liability: The total liability of CRIB, LLC, regardless of the cause of action, shall be limited to the total amount paid by you for the services during the three (3) months preceding the claim.
Confidentiality
Confidential Information: Both parties agree to keep confidential any proprietary or sensitive information disclosed during the provision of the services.
Exceptions: Confidentiality obligations shall not apply to information that (a) was already known to the receiving party, (b) is or becomes publicly available without breach of this Agreement, or (c) is rightfully obtained from a third party without any obligation of confidentiality.