Professional Service Agreement

1. Definitions & Interpretation

1.1 Definitions

• "Agreement" means these Terms of Service together with any Project Proposal.
• "Client" means the individual or entity engaging PERFORYX's services.
• "Deliverables" means the design work product specified in the Project Proposal.
• "Fees" means the compensation payable for Services as specified in the Project Proposal.
• "Project" means the design engagement described in the Project Proposal.
• "Project Proposal" means the document describing scope, deliverables, timeline, and fees.
• "Services" means the design services provided by PERFORYX.

1.2 Interpretation

Headings are for convenience only and do not affect interpretation. References to statutes include all amendments. "Including" means "including without limitation."

2. Service Engagement Process

2.1 Project Proposal

Services are initiated through a Project Proposal that outlines scope, deliverables, timeline, and fees. The Project Proposal becomes part of this Agreement when signed by both parties.

2.2 Acceptance

Engagement begins when the Client accepts the Project Proposal via written confirmation or payment of the initial invoice, whichever occurs first.

2.3 Changes to Scope

Any changes to the Project scope must be agreed upon in writing via a Change Order, which may adjust fees, timeline, or deliverables.

3. Project Scope & Deliverables

3.1 Deliverable Specification

Deliverables are described in the Project Proposal. PERFORYX will provide Services with professional skill and care consistent with industry standards.

3.2 Review & Approval Process

The Client has 10 business days to review each deliverable and provide written feedback. If no feedback is received within this period, the deliverable is deemed accepted.

3.3 Revisions

The Project Proposal includes a specified number of revision rounds. Additional revisions beyond this scope may incur additional fees.

3.4 Final Acceptance

Final acceptance occurs when all Deliverables are approved in writing or when the Client begins using the Deliverables for their intended purpose.

4. Fees & Payment Terms

4.1 Fee Structure

Fees are as specified in the Project Proposal. All fees are quoted in US Dollars and exclude applicable taxes, which are the Client's responsibility.

4.2 Payment Schedule

4.3 Late Payments

Payments overdue by more than 15 days may incur a late fee of 1.5% per month or the maximum allowed by law. PERFORYX may suspend services for overdue payments.

4.4 Expenses

Reasonable expenses incurred on the Client's behalf (e.g., stock assets, fonts) will be billed with prior approval and supporting documentation.

5. Intellectual Property Rights

5.1 Client Materials

The Client retains all rights to materials provided to PERFORYX (logos, brand guidelines, content, etc.) and grants PERFORYX a license to use them solely for the Project.

5.2 PERFORYX Tools & Methods

PERFORYX retains ownership of all proprietary tools, methods, processes, and pre-existing intellectual property used in creating the Deliverables.

5.3 Third-Party Assets

Some Deliverables may include licensed third-party assets (fonts, stock imagery). The Client receives a license to use these assets as specified in their respective license agreements.

5.4 Portfolio Rights

PERFORYX retains the right to display Deliverables in its portfolio, marketing materials, and case studies, unless otherwise agreed in writing.

6. Client Responsibilities

The Client agrees to:

6.1 Timely Communication

Provide timely feedback, decisions, and approvals to avoid project delays. Delays caused by the Client may affect timeline and fees.

6.2 Accurate Information

Provide accurate, complete information and materials necessary for the Project. PERFORYX is not responsible for errors resulting from inaccurate Client information.

6.3 Necessary Rights

Warrant that materials provided do not infringe third-party rights and that the Client has necessary permissions for their use.

6.4 Cooperation

Designate a single point of contact for project communications and ensure availability for scheduled meetings and reviews.

7. Confidentiality

7.1 Confidential Information

Both parties agree to keep confidential all non-public business information disclosed during the Project, except information that is or becomes publicly available through no fault of the receiving party.

7.2 Duration

Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets which remain protected indefinitely.

7.3 Permitted Disclosures

Confidential information may be disclosed to employees, contractors, or advisors who need to know and are bound by similar confidentiality obligations.

8. Warranties & Limitations

8.1 PERFORYX Warranties

PERFORYX warrants that Services will be performed with professional skill and care consistent with industry standards. This is the sole warranty provided.

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES ARE PROVIDED "AS IS." PERFORYX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

8.3 No Guarantee of Results

PERFORYX does not guarantee specific business results, increased revenue, or other outcomes from the use of its Services.

9. Termination

9.1 Termination for Cause

Either party may terminate for material breach if the other party fails to cure the breach within 30 days of written notice.

9.2 Termination for Convenience

The Client may terminate for convenience with 30 days written notice. In such cases, the Client pays for all work completed plus any non-cancelable expenses.

9.3 Effect of Termination

Upon termination, PERFORYX will deliver completed work and invoice for services rendered. The Client's license to use Deliverables is contingent on full payment.

10. Limitation of Liability

10.1 Exclusion of Consequential Damages

PERFORYX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.

10.2 Essential Purpose

The limitations in this section are fundamental elements of the basis of the bargain between PERFORYX and the Client.

11. Indemnification

11.1 By PERFORYX

PERFORYX will indemnify the Client against claims that the Deliverables infringe third-party intellectual property rights, excluding claims arising from Client materials or modifications.

11.2 By Client

The Client will indemnify PERFORYX against claims arising from Client materials, Client's use of Deliverables, or Client's breach of this Agreement.

12. Dispute Resolution

12.1 Good Faith Negotiation

Parties agree to attempt to resolve disputes through good faith negotiation for at least 30 days before pursuing other remedies.

12.2 Mediation

If negotiation fails, parties agree to mediation administered by the American Arbitration Association before pursuing litigation.

12.3 Attorney's Fees

The prevailing party in any legal action may recover reasonable attorney's fees and costs.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of law provisions.

Any legal action shall be brought in the state or federal courts located in Bullitt County, Kentucky.

14. Amendments

PERFORYX may amend these Terms at any time by posting the amended terms on its website. For active Projects, the Terms in effect at project commencement apply.

Continued use of Services after amendments constitutes acceptance of the new Terms.

Last Updated: January 1, 2024

15. Contact Information

For questions about these Terms or to request a copy, please contact us: