Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the website rottencloud.com and the RottenCloud CRM and ERP software-as-a-service platform (the “Service”) provided by Rotten Marketing LLC(“RottenCloud”, “we”, “us”), a Wyoming limited liability company with a principal office at 1752 Aspen Lane, Weston, FL, United States.

By subscribing to a plan or otherwise using the Service, you (“Customer”, “you”) agree to be bound by these Terms. If you are agreeing on behalf of a company, you confirm you are authorised to bind it.

1. What the Service is

RottenCloud is a hosted CRM and ERP platform covering customer and pipeline management, quotes and sales orders, inventory and purchasing, invoicing and payments, finance, projects and reporting, accessible through a web browser and through our iOS and Android applications.

It is a standard, off-the-shelf software product. Every customer subscribes to the same software, running on the same shared, multi-tenant infrastructure, from the same published plans at the same published prices. We do not undertake bespoke software development, custom builds, consulting engagements or implementation projects, and nothing purchased under these Terms is a work-for-hire, a deliverable, a milestone or a professional-services engagement. No source code, work product or intellectual property is created for you or transferred to you.

What differs between customers is configuration, not code: which modules are enabled, how many users you have, and your own price lists, tax rates, currencies, document templates, custom fields, approval rules and reports. All of it is set through the product’s own settings screens, by you or by us on your behalf, and all of it is available to every customer on the relevant plan.

Onboarding is part of the product, not a separate service. Importing your existing records, configuring your account and training your team are standard customer-success activities included in every subscription. They are not separately priced, are not sold on their own, cannot be purchased without a subscription, and do not constitute a professional-services contract. Enterprise agreements cover pricing and commercial terms for larger deployments of the same product; they do not change its nature.

The Service is delivered entirely electronically. There are no physical goods and nothing is shipped.

2. Accounts, users and delivery

• Delivery. Access is provisioned automatically once your first payment succeeds — normally within minutes, and in any case within one business day, when your login credentials are emailed to the address on the account.
• Users. A user is a named individual with their own credentials. Logins may not be shared between people. Your plan determines how many users are included; where your usage exceeds that number we will tell you and you may move to a higher plan or add users at the rate then published.
• Eligibility. The Service is sold to businesses for business use. It is not offered to consumers and is not intended for anyone under 18.
• Security. You are responsible for keeping credentials confidential and for activity under your account, and must notify us promptly of any suspected unauthorised access.

3. Demonstrations and trials

A demonstration of the Service, including one loaded with a sample of your own data, is free and carries no obligation. A demo never converts automatically into a paid subscription: a subscription starts only when you complete checkout and confirm the charge. We do not ask for card details to arrange a demo.

4. Subscriptions, renewal and cancellation

• Recurring subscription. Plans are recurring subscriptions that renew automatically at the end of each billing period until cancelled. Before your first payment you are shown, and must expressly confirm, the recurring amount, the billing frequency, the amount charged that day and the fact that it renews automatically.
• Minimum term. All plans carry a minimum commitment of three (3) months from the date of your first payment, subject always to the seven-day money-back guarantee in clause 6, which takes precedence over it.
• Billing cadence. You may elect to be billed monthly, every six months or every twelve months. Six- and twelve-month terms are billed in advance at the discounted rate shown at checkout.
• Cancellation. After the minimum term you may cancel at any time, yourself, from the billing portal linked in your dashboard — no email, phone call or notice period is required. Cancellation takes effect at the end of your then-current billing period, and you keep access until then. Your renewal date is shown in the billing portal at all times.
• Upgrades and downgrades. Upgrading takes effect immediately and is charged pro rata. Downgrading takes effect at your next renewal.

5. Fees, billing and taxes

Subscription fees are $150 (Start), $300 (Team), $444 (Business), $683 (Scale) and $1,028 (Suite) per month, before any longer-term discount. Enterprise is priced per organisation. There is no setup, onboarding, migration, training or implementation fee on any plan, and no charge for the modules and users included in your plan. Prices are published on rottencloud.com/#pricing and are the same for every customer on a given plan.

Argentina.Customers with an Argentine billing address are billed in Argentine pesos from our published peso price list — ARS 229,000 (Start), 475,000 (Team), 700,000 (Business), 1,080,000 (Scale) and 1,625,000 (Suite) per month — and not at a conversion of the dollar figure. It is a separate list, so the two are not tied to an exchange rate on any given day, and the peso amount is the one charged. Peso prices may be revised on renewal under the same thirty (30) days’ notice as any other price change.

All other fees are stated and payable in United States dollars. All fees are exclusive of any applicable sales, use, VAT or similar taxes, which are your responsibility. Payment is taken by our payment processor; we do not store card details on our servers. Dollar charges appear on your statement as ROTTEN MARKETING; peso charges appear under our Argentine processor’s descriptor, shown to you at checkout.

Prices may change on renewal with at least thirty (30) days’ written notice; your current term is never repriced mid-term. If a payment fails we will notify you and may suspend access after ten (10) days of non-payment. Suspension does not delete your data and does not relieve you of amounts owed for your committed term.

6. Refunds and the 7-day money-back guarantee

Seven-day money-back guarantee. If you cancel within seven (7) days of your first payment, we refund that payment in full — no questions asked and no reason required. This applies to your first payment on a new subscription, whatever billing cadence you chose, and it overrides the three-month minimum term in clause 4: within those seven days the minimum term does not bind you. Ask by any channel, including simply replying to your receipt. The guarantee runs once per customer and does not reset if you resubscribe.

After those seven days, subscription fees are non-refundable for periods already elapsed, and cancelling does not refund the current term. Two exceptions apply at any time, and we apply them without argument:

• Billing errors. A duplicate charge, a charge after a valid cancellation, or a charge at the wrong amount is refunded in full.
• Failure of the Service. If the Service is materially unavailable or fails to perform as described and we cannot cure it within thirty (30) days of your written notice, you may terminate and receive a pro-rated refund of prepaid, unused fees.

Refund requests go to [email protected] and are answered within one business day. Approved refunds are returned to the original payment method, normally within five (5) business days, depending on your bank.

7. Billing questions and disputes

If you do not recognise a charge or believe it is wrong, contact [email protected] before raising a dispute with your bank or card issuer. We answer billing enquiries within one business day and will refund any charge we cannot justify. Raising a chargeback without contacting us first may result in suspension of the account while the dispute is resolved.

8. Support

Support is included in every plan and is provided by email, and through the change-request form in your dashboard, in English and Spanish. Target first-response times are one business day on Start, Team and Business, and the same business day on Scale and Suite, reducing to four hours where the Service is unavailable. Support covers use of the product, configuration and defects; it is not a channel for commissioning new software.

9. Hosting, updates, backups and availability

We host the Service and your data on infrastructure we operate in the United States, the Netherlands and Brazil. You may request the region at the start of your subscription; data belonging to customers in the European Union is held in the EU region. TLS, nightly off-site backups with thirty (30) days of history, uptime monitoring and all product updates are included in every plan. Updates are released on a rolling basis, applied by us, and require no action or payment from you.

We target high availability and, on the Suite plan, commit to a 99.9% monthly uptime objective measured against our monitoring, with service credits as set out in your order form. Scheduled maintenance, force majeure events, and outages caused by your content, your integrations, third-party services or misuse are excluded. Except where a written service-level agreement states otherwise, the Service is provided on a commercially reasonable efforts basis.

10. Your responsibilities

• Provide timely data and approvals during onboarding. Delays on your side do not extend or suspend billing.
• Own or hold the necessary rights to all content, trademarks, data and materials you enter or upload, including personal data about your own customers and staff, and have a lawful basis for entering it.
• Comply with all applicable laws — including tax, invoicing, consumer and data protection law in your jurisdiction — in your use of the Service. Documents the Service produces are your records, and reviewing them before they are issued is your responsibility.
• Keep your own copy of anything you are legally required to retain. The export tools in clause 13 exist for exactly this.

11. Acceptable use

You may not use the Service, or permit it to be used:

• to store or distribute malware, illegal content, content that infringes third-party rights, or unsolicited bulk email;
• to operate a business that is unlawful in your jurisdiction, or to record or conceal transactions you know to be fraudulent;
• to resell, sublicense, rent or provide access to third parties as a service of your own;
• to reverse-engineer, decompile, copy or benchmark the Service for a competing product; or
• in a way that places a load on the Service designed to degrade it for others. API use is subject to published rate limits and to fair use.

We may suspend or terminate accounts that violate this clause, with notice where practicable.

12. Intellectual property

RottenCloud and its licensors retain all right, title and interest in the Service, including its source code, interfaces, templates, documentation and trademarks. We grant you a non-exclusive, non-transferable, worldwide licence to use the Service for your own business for as long as your subscription is active. Nothing in these Terms assigns ownership of the software to you, and no subscription of any length or value results in a transfer of source code.

Feedback and feature suggestions you send us may be used freely and without obligation. Where a suggestion is built, it becomes part of the standard product available to all customers.

We may name you as a customer and display your logo unless you ask us in writing not to.

13. Your data

Your data is yours. You retain ownership of all content, records, data and materials you enter or upload. You grant us a licence to host and process them solely to provide the Service. We do not sell your data, do not share it other than with the subprocessors needed to run the Service, and do not use it to train machine-learning models.

Export. You may export your data in full, to a standard machine-readable format or over our REST API, at any time during your subscription and for thirty (30) days after it ends, at no charge and without conditions. We will not withhold an export over a commercial dispute.

Data protection. For personal data you enter about your own customers and staff, you are the controller and we act as your processor. How we collect, store, share and retain data — including our subprocessors and your rights under the GDPR and comparable laws — is set out in our Privacy Policy, which forms part of these Terms. A data processing addendum is available on request from [email protected].

14. Confidentiality

Each party will keep the other’s non-public information confidential and use it only to perform under these Terms. This obligation survives termination for three (3) years.

15. Warranties and disclaimers

We warrant that the Service will perform materially as described in our published documentation and that support will be provided in a professional manner by qualified personnel. Except as expressly stated, the Service and website are provided “as is” and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error-free.

RottenCloud is business management software. It is not accounting, tax or legal advice and does not replace your accountant, auditor or adviser.

16. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data. Our aggregate liability arising out of or relating to the Service is limited to the total fees you paid to us in the twelve (12) months preceding the event giving rise to the claim.

17. Indemnification

You will defend and indemnify RottenCloud against third-party claims arising from content or materials you supply, your use of the Service in breach of these Terms, or your violation of applicable law.

18. Termination and what happens to your data

Either party may terminate for material breach that remains uncured thirty (30) days after written notice. On termination, and on ordinary cancellation, your account remains available in read-only mode and your export remains available for thirty (30) days. After that period your production data is deleted and backups age out of retention within a further thirty (30) days.

19. Changes to the Service and to these Terms

We improve the Service continuously and may add, change or remove features. We will not materially reduce the functionality of your plan during a term you have paid for. We may update these Terms from time to time; material changes are communicated by email or through your dashboard at least thirty (30) days before they take effect, and continued use after that date constitutes acceptance.

20. General

• Assignment.Neither party may assign these Terms without the other’s consent, except to a successor in a merger or sale of substantially all assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Severability. If any provision is held unenforceable, the rest remains in force.
• Entire agreement. These Terms, the Privacy Policy and any order form you have signed are the entire agreement between us and supersede any prior proposal or discussion. Where an order form conflicts with these Terms, the order form controls for that customer.
• Notices. Notices to you go to the billing email on your account; notices to us go to the address in clause 22.

21. Governing law

These Terms are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-laws rules. The state and federal courts located in Sheridan County, Wyoming have exclusive jurisdiction, and both parties waive any objection to venue there.

22. Contact

Rotten Marketing LLC, 1752 Aspen Lane, Weston, FL 33327, United States

• General: [email protected]
• Billing, refunds and disputes: [email protected]
• Privacy and data protection: [email protected]
• Legal: [email protected]