Professional Services Agreement
Effective Date: January 24, 2025
This Professional Services Agreement (“PSA”) is a binding agreement between adLLC and the Customer who has executed an Order related to the provision of Professional Services by adLLC. This PSA is made pursuant to the adLLC Customer Agreement in effect between the parties and is incorporated into the adLLC Customer Agreement by reference. Capitalized terms not defined below have the meaning given to them in the Customer Agreement. In the event of a conflict between this PSA and the Customer Agreement, this PSA controls.
1. Scope of Services. Customer may request Professional Services by submitting one or more documents describing the Professional Services and/or Deliverables requested. adLLC will review the documents and provide the Professional Services and Deliverables according to the terms specified in a fully executed Order. If adLLC provides Professional Services that exceed the scope of services specified in an executed Order such that an increase or decrease in effort, resources, or costs required to deliver the Professional Services, then adLLC will invoice Customer for the additional time and costs for such additional Professional Services at the rates and costs specified in an applicable Order.
2. Delivery. Upon completion of each Deliverable under an Order, adLLC will, as applicable: (i) make the Deliverables available to Customer; and (ii) demonstrate the Deliverables to Customer. Customer will review the Deliverables according to the acceptance criteria and during the period specified in an applicable Order, or if no period is specified, within fourteen (14) days of delivery (“Review Period“). If Customer fails to request revisions during the Review Period, the Deliverables will be deemed accepted, and any additional Professional Services will be subject to additional Services Fees. If Customer reasonably determines in good faith that a Deliverable fails to comply with the specifications outlined in the applicable Order, Customer must notify adLLC in writing specifying the deficiencies in detail. The failure of a Deliverable to be accepted by Customer does not relieve Customer of its obligation to pay all Services Fees associated with such Deliverable for Professional Services provided on a time and materials basis. For fixed-fee engagements, Customer’s sole remedy is to terminate the applicable Order and not pay any additional Services Fees for the rejected Deliverable(s). If Customer rejects a Deliverable, Customer shall destroy, or at adLLC’s request, return the Deliverable.
3. Change Orders. If the parties determine that an Order requires modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a written agreement for such revised requirements (“Change Order“). Changes to an Order may only be made pursuant to a Change Order and in a format suitable to both Parties and approved in writing. Customer agrees that if Customer requests additional Professional Services beyond the scope of an Order, whether orally or in writing, and such Professional Services are performed by adLLC, then adLLC may invoice Customer for the time necessary to complete the additional Professional Services.
4. Customer Assistance. Customer shall provide reasonable information and assistance to adLLC to enable adLLC to deliver the Professional Services. Customer acknowledges that adLLC’s ability to deliver Professional Services in the manner provided in this PSA depends upon the accuracy and timeliness of such information and assistance, and Customer will be solely liable for any costs incurred by such delay. Customer will make appropriate personnel available to assist adLLC in the performance of the Professional Services. Customer shall appoint an individual identified on an applicable Order responsible for communications and approval of all Deliverables (“Project Sponsor“). Customer may change the Project Sponsor upon written notice to adLLC. Customer is solely responsible for payment of wages, taxes, insurance, and any personal liability and will hold adLLC harmless from the same.
5. Services Fees. Customer agrees to pay the Services Fees as specified in each Order. Services Fees may be specified on an hourly or fixed-fee basis. Any estimates provided for hourly Professional Services are estimates only and not a guarantee that the Professional Services will be completed in that amount of time or for the estimated total cost. adLLC will periodically update Customer on the status of the Professional Services and the fees accrued and when the estimated total time, if applicable, is reached, but will continue to provide Professional Services under the same rates and terms until the applicable Order is terminated according to its terms. Services Fees will be invoiced to Customer as specified in an Order or, if not specified, on a monthly basis in arrears. If acceptance is provided for a portion, but not all, of an Order, adLLC reserves the right to charge Customer for the portion(s) accepted. Customer must notify adLLC of any portion of an invoice in dispute within thirty (30) days of receipt otherwise Customer waives the right to dispute the invoice. The parties will work in good faith to resolve any disputes, and Customer pay any portion of the invoice not in dispute.
6. Expenses. Customer will reimburse adLLC for approved travel and out-of-pocket expenses incurred in connection with the Professional Services. If an estimate of incidental expenses is provided in the applicable Order, adLLC will not exceed such estimate without the written consent of Customer. adLLC agrees to provide Customer with reasonable documentation evidencing adLLC’s actual travel and out-of-pocket expenses upon request from Customer.
7. Term and Termination. The term of this PSA runs concurrently with the term of the Customer Agreement. Termination of the Customer Agreement will automatically terminate this PSA and all outstanding Orders may pursuant to this PSA. Termination of an Order or this PSA alone does not terminate the Customer Agreement. Termination of this PSA by Customer for any reason does not eliminate Customer’s obligation to pay all undisputed Services Fees accrued through the date of termination according to the terms and conditions of this PSA and as set forth in an applicable Order and Customer shall pay all outstanding Services Fees according to the final invoice provided by adLLC. If Customer terminates an Order for cause and Customer has pre-paid any Services Fees for Services not yet received, adLLC will refund such pre-paid Services Fees unless the Order expressly states that such Services Fees are non-refundable.
8. Relationship of the Parties. In its capacity as an independent contractor: (i) adLLC has the right to perform professional services for others; (ii) adLLC has the sole right to control and direct the means, manner, and method by which Professional Services are performed; (iii) adLLC has the right to perform the Professional Services at any location and at such times as it determines; (iv) adLLC will furnish all equipment and materials used to provide Professional Services, except to the extent that adLLC’s work must be performed on or with Customer’s equipment, systems, or software; (v) the Professional Services will be performed by adLLC or its staff, and Customer is not required to hire, supervise, or pay any assistants; (vi) adLLC is responsible for all expenses of its staff; (vii) adLLC will not receive any training from Customer in the skills necessary to perform the Professional Services; and (viii) Customer will not provide insurance coverage for adLLC or its staff.
9. Personnel. Each party is solely responsible for its own labor costs for employees and agents and for any claims, liabilities, damages, or debts arising from each party’s or its employees’ or agents’ activities under this PSA. adLLC may use third parties, including onshore or offshore subcontractors, to assist with the Professional Services.
10. Professional Services Warranty. The Professional Services and associated Deliverables will be provided in a workmanlike manner consistent with industry standards and will materially comply with the specifications in a Statement of Work, if applicable. Customer’s sole remedy, and adLLC’s entire liability, for a breach of warranty is re-performance of the Professional Services, or if adLLC cannot re-perform the Professional Services, a refund of the Services Fees for the deficient Professional Services. Customer must notify adLLC of any deficient Professional Services within ninety (90) days after delivering the applicable Professional Services.
11. Professional Services Aggregate Liability. IN NO EVENT WILL THE TOTAL LIABILITY OF EITHER PARTY TO THE OTHER RELATING TO THE PROFESSIONAL SERVICES OR THIS PSA EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT OF SERVICES FEES PAID BY CUSTOMER FOR THE PROFESSIONAL SERVICES GIVEN RISE TO SUCH CLAIM. EACH PARTY RELEASES THE OTHER FROM ALL OBLIGATIONS, LIABILITIES, CLAIMS, OR DEMANDS BEYOND THIS LIMITATION.