COAST TECH TERMS & CONDITIONS
Last updated: June 2025
By signing the agreement (“Agreement”) with Coast Technology I, LLC, a Louisiana limited liability company (“Coast”), you acknowledge that you have read, understood, and agree to be bound by all of the following terms and conditions, the date of such occurrence being the effective date of the Agreement (“Effective Date”). These terms and conditions constitute a binding agreement between you and Coast.
1. PRODUCT AND PRICE: Coast will provide the technology and services (all services and products set for in the Agreement are collectively referred to as “Product”) at the monthly prices (“Price”) set forth in the Agreement.
2. TERM: The term of the Agreement shall be for 12 months commencing on the Effective Date, unless sooner terminated by Coast pursuant to Article 7 (“Term”). Upon expiration of the Term, the Agreement shall automatically renew for successive one-year terms (“Renewal Term”), unless terminated by any party upon written notice to the other party at least thirty (30) days prior to the expiration of the Term or any Renewal Term.
3. PAYMENT: Client shall make timely payment in advance on the 1st of each month (“DueDate”). Any sales tax or other similar transaction tax assessed shall be paid by Client. In the event payment of the Price is not received by the Due Date, Coast retains the right to immediately terminate access to the Product.
4. CONFIDENTIAL AND PROPRIETY INFORMATION OF COAST: Confidential Information (“CI”) means all written or oral information disclosed by one party (“Discloser”) to the other party (“Recipient”) identified as confidential, any information that derives from or reveals CI, and any information that, based on its nature and circumstances surrounding its disclosure, a reasonable person would consider to be confidential or proprietary. With respect to each other’s CI, both parties shall a) maintain its confidentiality in accordance with industry standards; b) use it solely in connection with this Agreement; c) limit access to those who require it to perform their obligations hereunder; and d) require that anyone with access is subject to confidentiality requirements no less restrictive than those contained here.
5. WARRANTY: The Product is sold “As-Is”. Except as expressly stated in this agreement, there are no warranties, express or implied, by operation of law or otherwise. Coast disclaims the implied warranties of merchantability and fitness for a particular purpose as to both its own and other vendors’ products and services.
6. LIMITATION OF LIABILITY: In recognition of the relative risks and benefits from this Agreement to both the Client and Coast, the risks have been allocated such that the Client agrees, to the fullest extent permitted by lay, to limit the liability of the Coast and Coast’s officers, directors, members, managers, partners, employees, share holders, owners, and subcontractors for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorney’s fees and costs and expert-witness fees and costs, so that the total aggregate liability of the Coast and Coast’s officers, directors, members, managers, partners, employees, shareholders, owners, and subcontractors shall not exceed $5,000, or the amount paid to Coast, whichever is less. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. This Article 6 shall apply to any claims arising from the Client or anyone associated with the Client due to claims against Coast, including but not limited to, for negligence and professional errors and omissions.
7. TERMINATION: This Agreement and all rights granted hereunder as to Client shall terminate if Client (a) fails or refuses to make payment on the Due Date (b) fails or refuses to comply or perform any of its obligations under this Agreement, (c) becomes insolvent or makes any assignment of its business for the benefit of creditors, (d) has a receiver, trustee in bankruptcy, or a similar officer appointed to take charge of all or part of its property, (e) is adjudged or bankrupt or (f) infringes any intellectual property right of Coast. Termination due to a breach of subsection (c), (d) (e) or (f) shall be effective upon notice. In all other cases, termination shall be effective thirty (30) days after notice of termination to Client if the defaults have not been cured within such thirty (30) day period. All rights and remedies of Coast under this Agreement and by law in the event of default by Client shall be cumulative and none shall exclude any other rights or remedies provided for hereunder or allowed by law. If Client breaches this Agreement pursuant to Section 7(a), all remaining amounts due under this Agreement shall be due and payable as liquidated damages.
8. INTELLECTUAL PROPERTY RIGHTS: This Agreement does not grant Client any rights, by implication, waiver, estoppel, or otherwise, to Coast’s intellectual property rights (“IP Rights”). Coast, its affiliates, and their licensors own and retain all IP Rights to the Product, including without limitation any integrations, code, patches, materials, data, know-how, background technology, workflows, or similar assistance otherwise provided to Client. Client acknowledges that if it provides any suggested feedback to Coast, it does so voluntarily, and Coast will be entitled to use any suggestions or feedback in any way and for any purpose in relation to the Client without any further obligation to Client. All rights not specifically granted hereunder are reserved to Coast.
9. GOVERNING LAW; VENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in federal or state court in the 22nd District Court of Louisiana. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts. Should suit be brought to enforce or interpret any part of thisbAgreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including expert witness fees and fees on any appeal.
10. INDEMNIFICATION: Client shall indemnify and hold harmless Coast (and its subsidiaries, affiliates, officers, agents, partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Coast as a result of any claim, judgment, or adjudication against Coast related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Coast (the “Client Content”), or (b) a claim that Coast’s use of the Client Content infringes the intellectual property rights of a third party.
11. MISCELLANEOUS: This Agreement the entire agreement between Coast and Client with respect to the Product and supersedes all prior written and oral statements, commitments and undertakings with respect to the Product. The parties agree to not disparage or otherwise speak or write negatively, directly or indirectly, about the other party, or any brand or service-marked or trademarked concept of the other party, and to not speak or write, directly or indirectly, in any manner which would subject such brands to ridicule, scandal, reproach, scorn, or indignity or which would negatively impact the other party’s goodwill or brands. If any word, phrase, clause, article or other provision of this Agreement is found to be unenforceable, the said word, phrase, clause, article or other provision shall be deleted or modified, as necessary to render all the remaining provisions of this Agreement valid and enforceable. We may update or modify these terms and conditions from time to time. The Agreement may be executed in any number of counterparts and each shall be considered an original and together they shall constitute one agreement. Signatures in electronic format (i.e., pdf.,tif.) shall be valid and binding as original signatures.
