1. Term of Payment Agreement; Termination
1.1 Agreement Duration
Unless expressly stated otherwise in writing, the term of the Payment Agreement shall be one (1) year from the date of execution (the "Original Term") and shall automatically renew in one-year increments (each, a "Renewal Term"), unless terminated pursuant to Section 1.2 below or as outlined in the Payment Agreement. Krewvio may modify its pricing during any Renewal Term at its sole discretion.
1.2 Termination
This Agreement is non-cancellable during the Original Term. Thereafter, either Party may terminate the Agreement according to Sections 1.2.1 and 1.2.2 below.
1.2.1 Termination for Cause
Either Party may terminate the Agreement for cause in the event of a material breach that remains uncured. The non-breaching Party must provide written notice detailing the breach and allow ten (10) days for remedy. If the breach is not resolved, or no reasonable cure efforts are initiated, the non-breaching Party may terminate the Agreement. If the Customer fails to pay any outstanding invoice, Krewvio reserves the right to withhold delivery of all related deliverables until payment is made in full.
1.2.2 Notice Requirements
Krewvio will deliver notice of termination to the Customer's address or email on file. The Customer must deliver written notice of termination to: Krewvio Inc., via written email to legal@krewvio.com.
1.2.3 Effect of Termination
If Krewvio terminates for cause, the Customer remains liable for payment of all fees owed under the Payment Agreement for the full Term, whether services were delivered or not. If the Customer terminates for cause, they shall only be responsible for fees incurred through the termination date. The Parties acknowledge these termination-related payments constitute fair liquidated damages and are not considered a penalty.
2. Service Fees; Payments and Billing
2.1 Payment Terms
Customer shall pay Krewvio the agreed Service Fees on the first day of each billing cycle, unless Krewvio has explicitly approved alternative terms in writing. Customer must supply valid credit card or ACH banking details with sufficient funds, which will remain on file with Krewvio for all billing purposes. Krewvio is not responsible for failed transactions, declined payments, or resulting financial losses. All payments must be made in U.S. dollars.
2.2 Late Payment Fee
If Customer fails to pay any due amount, a 5% monthly compounding late fee will apply to both the Service Fee and any Additional Service Fees, until the overdue balance is resolved.
2.3 Additional Services
Any services beyond the original scope ("Additional Services") must be agreed upon in writing prior to commencement. Delivery of Additional Services constitutes completion, regardless of subjective feedback. All fees for Additional Services must be paid within one week of invoice.
2.4 Rebates and Adjustments
No rebates or discounts shall apply unless specifically approved in writing by Krewvio.
2.5 Suspension of Services
If Customer is more than thirty (30) days overdue on any payments, Krewvio may suspend Services without formal termination. Monthly billing will continue during suspension unless Krewvio agrees otherwise in writing.
3. Services; Customer Obligations
3.1 The Services
Krewvio agrees to provide the Services as specified in the applicable Payment Agreement throughout the Term. Krewvio retains full discretion in how Services are developed and delivered, provided the outcome aligns with the Customer's stated goals. Krewvio is accountable for the actions and output of any subcontractors it utilizes.
3.2 Cooperation
Customer shall provide timely cooperation, access, approvals, and relevant information as reasonably required for Krewvio to deliver the Services. Customer must appoint a designated contact with the authority to make binding decisions. Krewvio may suspend or terminate the affected Services if Customer's failure to cooperate materially impedes delivery.
3.3 Delivery of Customer Information
Customer agrees to furnish Krewvio with all required information, data, and access in a mutually agreed electronic format to ensure timely delivery of the Services. Customer commits to a 24-hour response time for requests related to content, approvals, or other Service-critical actions. Delays in providing such information may result in project delays for which Krewvio is not liable.
3.4 Limitations on Customer Information
Krewvio reserves the right to modify, reject, or remove any content or material provided by the Customer that: (i) violates third-party rights; (ii) conflicts with SEO best practices; or (iii) poses reputational, legal, or ethical risks to Krewvio or its affiliates.
3.5 Licenses and Permissions
Customer represents and warrants that all submitted content is fully owned or properly licensed, including any copyrighted works, trademarks, or other intellectual property necessary for Krewvio's use in performing the Services.
3.6 Review and Modifications
Customer is solely responsible for ensuring its content complies with all applicable regulations and advertising guidelines. Customer must notify Krewvio of outdated materials for removal and follow all guidelines when submitting or requesting content modifications.
4. Intellectual Property
4.1 Rights and Ownership
Unless otherwise stated in a separate agreement, all rights, titles, and interests in and to all intellectual property used, created, or embodied in connection with Krewvio's Services — including trademarks, service marks, patents, trade secrets, copyrighted content, software, and all other proprietary materials — shall remain the exclusive property of Krewvio or its licensors. Krewvio also retains exclusive ownership of its internal processes, tools, templates, and general-use frameworks developed during Customer's engagement.
4.2 Infringement Restrictions
Customer agrees not to infringe upon, transfer, distribute, or use any of Krewvio's intellectual property in a manner inconsistent with Krewvio's ownership, including resale, sublicensing, or unauthorized replication.
4.3 Customer Deliverables; License Grant
Any assets or deliverables provided by Krewvio — such as websites, ad campaigns, or content — remain Krewvio's property until all fees have been paid in full. Upon full payment, Krewvio grants Customer a limited, non-transferable license to use the deliverables for their intended business purposes. This license does not confer ownership of the underlying intellectual property.
5. Confidential and Proprietary Information
5.1 Definition and Obligations
"Confidential Information" refers to all non-public, proprietary, or sensitive information disclosed by one Party to the other in any format concerning business operations, plans, systems, technology, products, services, finances, or trade secrets. Both Parties agree not to disclose, use, reproduce, or distribute any Confidential Information except as authorized in writing or as required to perform under the Payment Agreement. These confidentiality obligations survive the expiration or termination of the Agreement and remain in effect indefinitely.
6. Representations and Warranties; Disclaimers
6.1 Authority and Compliance
Each Party represents and warrants that it is duly organized, has the full power and authority to enter into and perform its obligations under the Payment Agreement, and that any intellectual property provided or used under this Agreement is owned or properly licensed and does not infringe the rights of any third party.
6.2 Disclaimer of Warranties
Except as expressly provided herein, the Services are provided "as is" without warranties of any kind. Krewvio expressly disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy of results. Krewvio does not guarantee that the Services will be uninterrupted or error-free.
7. Indemnification
Each Party agrees to indemnify, defend, and hold harmless the other Party and its officers, directors, shareholders, affiliates, employees, and agents from and against any and all losses, liabilities, damages, claims, penalties, fines, expenses, and reasonable attorneys' fees arising from: (a) any negligence, willful misconduct, or breach of the Payment Agreement; or (b) any violation of law or third-party rights in connection with the Services. This indemnity survives termination or expiration of the Payment Agreement.
8. Limitation of Liability
Customer acknowledges and agrees that Krewvio may create, publish, and distribute content — including advertisements, media assets, text messages, email campaigns, and other communications — on Customer's behalf for purposes such as job acquisition campaigns, website development, and outreach. Unless otherwise specified in writing, this authorization applies across platforms including social media, search engines, and email.
Customer agrees to hold Krewvio, its employees, and affiliates harmless from any and all claims, losses, or expenses arising out of: (a) content created or distributed on the Customer's behalf; (b) violations of email or SMS regulations, including the CAN-SPAM Act; (c) any claims relating to the Customer's products, services, or promotions; and (d) any call tracking or attribution issues.
Under no circumstances shall Krewvio be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost business, or lost data. Krewvio's maximum aggregate liability under this agreement shall be limited to one hundred U.S. dollars ($100). Krewvio disclaims all liability arising from third-party platform behavior, including changes in algorithms, ad rejection, or service outages beyond its control.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL KREWVIO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES FOR: (A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ONE HUNDRED DOLLARS ($100.00).
9. Employee Solicitation
During the Term, and for twelve (12) months after termination, both Parties agree not to directly or indirectly solicit, recruit, or induce any employees to terminate their employment relationship with the other Party. Neither Party will offer "side-jobs" to employees of the other company without prior written approval.
10. Ownership; Transfer of Assets; Access
10.1 Ownership
Krewvio will own all assets developed or used during the Term, including websites, content, landing pages, and ad accounts (collectively, the "Assets"). After the end of the Original Term, and if Customer has paid all amounts due, Customer may request assignment of ownership of the Assets. If Customer wishes to obtain ownership prior to the end of the Original Term, Customer may do so by paying Krewvio a one-time fee of $10,000 (in addition to any applicable transfer fees).
10.2 Transfer of Assets
Transfer of any data, including website content, blog posts, landing pages, and ad account information, can be completed after a one-time transfer fee of $5,000.00 (per asset group) is paid in full.
10.3 Admin Access
After the end of the Original Term, and if all amounts due have been paid, Krewvio will provide administrative rights to Customer on its accounts. Customer will be charged on an hourly basis for any development time required in connection with changes made to the Assets by Customer.
10.4 Krewvio Access
Customer is prohibited from removing Krewvio's access to the Assets for the duration of the Payment Agreement. Doing so constitutes a material breach of the Payment Agreement.
11. Force Majeure
If Krewvio is prevented from performing any obligations due to causes beyond its reasonable control — including acts of God, civil or military authorities, riots, wars, strikes, fires, or interruptions in telecommunications or internet services — Krewvio's performance will be excused and the time for performance extended accordingly. If performance is prevented for more than thirty (30) consecutive days, Customer may terminate the Payment Agreement for cause upon written notice.
12. General Terms
12.1 Independent Contractor
Krewvio will act as an independent contractor under the terms of the Payment Agreement. Nothing in the Payment Agreement shall constitute the Parties as employer and employee, partners, joint venturers, or co-owners. Krewvio may work with competitors of the Customer unless stated otherwise in writing.
12.2 Dispute Resolution
In the event of a dispute, the Parties will first work in good faith to resolve the matter internally. If unresolved, the Parties will submit the dispute to binding arbitration, with the option for non-binding mediation prior to arbitration.
12.3 Waiver of Jury Trial
THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING INVOLVING A DISPUTE UNDER THIS AGREEMENT.
12.4 Choice of Law
This Agreement is governed by the laws of the State of New York regardless of its choice of law provisions.
12.5 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
12.6 Entire Agreement
This Agreement represents the entire agreement between the Parties and supersedes all prior representations, understandings, or agreements, oral or written, with respect to the subject matter hereof.
12.7 No Waiver
No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.
12.8 Attorney Fees
In any legal action between the Parties, the prevailing Party will be entitled to recover reasonable attorneys' fees and costs.
12.9 Assignment
Neither Party may assign any right or obligation under this Agreement without the prior written consent of the other Party, except in connection with a sale, merger, or transfer of substantially all assets.
12.10 Enforcement Costs
If it becomes necessary for Krewvio to enforce this Agreement through an attorney, collection agency, or small claims court, Customer will pay all attorneys' fees, agency fees, court costs, and other collection costs.
12.11 Notices
All notices under this Agreement will be in writing and sent to the addresses set forth in the Agreement via personal delivery or email. Notices will be effective upon confirmed delivery.
12.12 Opt-In
By providing your phone number, you authorize Krewvio and its affiliates to deliver recurring informational and marketing text messages and calls to the phone number provided about Krewvio's products, services, and information. You understand your consent is not a condition of purchase. Standard messaging and data rates may apply.
Setup & processing fees
At Krewvio's discretion, a non-refundable setup and/or processing fee of up to twenty percent (20%) of the total contract value may be charged upon sign-up. This fee covers onboarding, payment handling, administrative services, and account configuration, and is not eligible for refund under any circumstances.
Website & domain buyout fee on cancellation
In the event a Client cancels services, all websites, design files, domains, and related digital assets created or managed by Krewvio remain the sole property of Krewvio. The Client may elect to retain ownership by paying a one-time Website & Domain Buyout Fee of $3,500. If the buyout fee is not paid in full, Krewvio retains full ownership and reserves the right to deactivate, withhold transfer of, or repurpose such assets.
SMS consent and communication
By opting in to receive SMS messages from Krewvio, you consent to receive text messages related to customer service updates and job or estimate reminders. Your phone number and any information obtained as part of the SMS consent process will not be shared with third parties for marketing purposes.
Types of SMS communications
- 01Customer service updates.
- 02Job or estimate reminders.
- 03Follow-ups regarding services you have requested.
Example SMS message
"Hello! Thank you for contacting Krewvio. How can we help you? Reply STOP to opt out at any time. Message and data rates may apply. For assistance, text HELP or visit our Privacy Policy and Terms of Service."
Message frequency
You can expect to receive no more than 100 text messages per month. This frequency may vary based on your interactions with us.
Opt-in method
Customers will opt in for SMS messaging through intake forms on our website at www.krewvio.com. SMS consent will not be shared with third parties for marketing purposes.
Opt-in statement
"I agree to the Terms & Conditions and Privacy Policy provided by Krewvio. By providing my phone number, I agree to receive text messages from Krewvio." This checkbox must be separate from other consent types and is not pre-selected.
Opt-out
Reply STOP to any SMS to opt out. Reply START to opt back in.
Help message
"Thank you for contacting Krewvio. For immediate assistance, please contact us at (631) 988-5898 or visit www.krewvio.com."
Website terms of use
These terms of use are entered into by and between You and Krewvio Inc. ("Company," "we," or "us"). These Terms of Use govern your access to and use of www.krewvio.com, including any content, functionality, and services offered on or through the Website. By using the Website, you accept and agree to be bound by these Terms of Use and our Privacy Policy. This Website is available to users who are 13 years of age or older.
We may revise these Terms of Use from time to time. All changes are effective immediately when posted. Your continued use of the Website following posting of revised Terms means you accept and agree to the changes.
License
Krewvio grants you a personal, royalty-free, non-assignable, and non-exclusive license to use the software provided to you as part of the Services for internal business purposes only. You may not sublicense, sell, resell, transfer, assign, or distribute the Services or content to any third party.
Account security
You are responsible for maintaining the confidentiality of your credentials. You agree to notify us immediately of any unauthorized use of your account or any breach of security. We reserve the right to disable any user account at any time in our sole discretion.
Intellectual property rights
The Website and its entire contents, features, and functionality are owned by Krewvio, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, republish, or transmit any material on our Website without prior written consent.
Trademarks
The Krewvio name, logo, and all related names, product and service names, designs, and slogans are trademarks of Krewvio Inc. or its affiliates. You must not use such marks without prior written permission.
Prohibited uses
You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to use the Website in any way that violates applicable law, to exploit or harm minors, to transmit unsolicited advertising or spam, or to impersonate Krewvio or any other person or entity.
TCPA compliance
To the extent required by law, the Parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the "TCPA"). You are solely responsible for complying with any messaging consent obligations under the TCPA in the course of using the Krewvio Services, including obtaining explicit consent from your customers to send and receive SMS and/or emails.
Disclaimer of warranties
YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR OWN RISK. THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. KREWVIO DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation on liability
TO THE FULLEST EXTENT PROVIDED BY LAW, KREWVIO, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES.
Indemnification
You agree to defend, indemnify, and hold harmless Krewvio, its affiliates, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website.
Governing law
All matters relating to the Website and these Terms of Use shall be governed by and construed in accordance with the internal laws of the State of New York. Any legal action arising out of these Terms shall be instituted exclusively in the federal or state courts located in New York.
Arbitration
At Krewvio's sole discretion, it may require you to submit any disputes arising from these Terms to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.
Limitation on time to file claims
ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Renewals
All contracts will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term.
Entire agreement
These Terms of Use, our Privacy Policy, and Terms of Sale constitute the sole and entire agreement between you and Krewvio Inc. with respect to the Website.
Contact
This website is operated by Krewvio Inc.
2 Gold St, Suite 2112, New York, NY 10038
legal@krewvio.com
(631) 988-5898