Professional Services Agreement
Last Modified on January 1st, 2020
Whereas you (“You” or “Customer”) purchased Services from airSlate, Inc. (“Company”) pursuant to the Terms of Service agreement (the “TOS”) and You wish to purchase consulting services to assist with deployment, configuration, training and other activities (“Professional Services”) relating to Your use of the Services, this Professional Services Agreement (“PSA”) describes the additional terms and conditions for such purchase of Professional Services. If You do not purchase Professional Services, then this PSA will not apply. Unless otherwise provided herein, this PSA is subject to the terms of the TOS and capitalized terms will have the meaning specified in the TOS.
- Work and Fees. Company will provide the Professional Services (“Work”) described on Your order form or a mutually agreeable Statement of Work (“SOW”) in return for the Fees described therein. All Fees are non-refundable.
- Dependencies. You acknowledge that successful completion of the Work is based on Your completion of the tasks outlined in a mutually agreeable schedule. If You fail to complete such tasks in a timely manner, then the schedule and Fees may need to be adjusted. Any unused Professional Services will expire on the earlier of the expiration date listed in the description of the Work or one year after their order date.
- Personnel. Company shall provide qualified and knowledgeable personnel to perform Work specified in the SOW (“Personnel”). All Personnel shall be either employees of or contractors hired by the Company, and Company shall be exclusively responsible for the payment of any and all applicable employment and other tax or benefit obligations relating to all Personnel. All Personnel shall perform their assignments under the direction and control of Company. If Personnel perform Work on-site at Your facilities, then Personnel will comply with general rules and requirements for visitors of such facilities provided that You share them with the Company and Personnel beforehand.
- Ownership. You acknowledge that Company offers software as a hosted service and that the Company retains all rights and ownerships to the Services therein including any modifications thereof resulting from the Work. Notwithstanding the forgoing, You shall retain all rights and ownership to your proprietary information and content, including but not limited to contact lists, custom forms, and applications, used or accessed in performing Work hereunder.
- Warranty. All Work is provided subject to the Warranty and limitations set forth in the TOS. Any Work is provided “As-Is”, with all faults, and without warranties of any kind, whether express, implied or arising by custom or course of trade performance. Company specifically disclaims the implied warranties of merchantability and of fitness for a particular purpose.
- General. This PSA and the TOS constitutes the entire agreement between You and the Company with respect to the Professional Services described herein. To the extent, there is a conflict between the terms of the PSA herein and the TOS, the terms of PSA will supersede the terms of the TOS.