Professional Services Agreement Basic Terms

This Professional Services Agreement (the “Agreement”) governs the provision of website maintenance and support services by Alliance Interactive Inc., a Delaware corporation with its principal place of business at 100 SE 3rd Ave, Suite 1000, Fort Lauderdale, Florida 33394 (“Alliance”).

This Agreement is incorporated by reference into, and made part of, any contract, Order Form, proposal, invoice, statement of work, or service engagement between Alliance and the client (“Client”) that references this Agreement or under which Alliance provides Services.

By executing an agreement that references this PSA, paying an invoice, or receiving Services, Client acknowledges and agrees to be bound by this Agreement, as it may be updated from time to time.

1. DEFINITIONS AND INTERPRETATION

1.1 “Services” means the website maintenance, technical support, and related services expressly described in this Agreement and any applicable Order Form.

1.2 “Order Form” means any written agreement, proposal, quote, service order, or invoice accepted by Client that references this Agreement.

1.3 “Maintenance Services” means routine technical upkeep of an existing website environment performed on a best efforts basis.

1.4 “Deliverables” means final work product expressly identified as deliverable in an Order Form.

1.5 “Business Hours” means Monday through Friday, 9:00 AM to 5:00 PM Eastern Time, excluding federal holidays.

1.6 Interpretation
Headings are for convenience only. The terms “including” and “such as” mean “including without limitation.”

2. HOW TO CONTACT ALLIANCE SUPPORT

Alliance provides support exclusively through the channels listed below. This section establishes authoritative intake procedures and evidentiary clarity.

2.1 Approved Support Channels

All support requests must be submitted using one of the approved methods listed below. Requests submitted through any other channel are not deemed received and do not trigger any response obligation.

Purpose

Contact Method

Details

General Support Requests

Support Email

Email address designated by Alliance for support

Technical Issues and Bugs

Support Ticket System

Ticketing system designated by Alliance

Billing Questions

Billing Email

Email address designated by Alliance for billing

Contractual or Legal Notices

Written Notice

Delivered in accordance with Section 14

Emergency Requests

Not Available by Default

Provided only if expressly contracted in writing

Alliance may update contact details by posting updated information on its website or by written notice.

2.2 Required Information for Support Requests

To be considered valid, support requests must include sufficient detail to permit assessment, including:

  • Client name and primary contact
  • Website URL or affected system
  • Description of the issue or request
  • Screenshots, logs, or error messages, if applicable
  • Steps to reproduce the issue, if applicable
  • Required access credentials provided via a secure method designated by Alliance

Alliance is not responsible for delays caused by incomplete requests, lack of access, or Client unresponsiveness.

2.3 Business Hours and Logging

Support requests are logged and processed during Business Hours only unless a written SLA or Order Form expressly states otherwise. Requests received outside Business Hours are deemed received at the start of the next Business Day.

2.4 Informal Communications Excluded

Phone calls, text messages, instant messaging, social media messages, or direct communications to Alliance employees are not valid support requests and do not initiate response or resolution obligations.

2.5 Emergency and After Hours Requests

Alliance does not provide emergency or after hours support unless expressly contracted in writing. Labeling a request as “urgent” does not create an emergency obligation.

3. SUPPORT, RESPONSE, AND RESOLUTION

3.1 Support Model
Support is provided on a request basis during Business Hours.

3.2 Response Times
Alliance commits only to response times, not resolution times.

  • Standard support requests receive an initial response within one business day
  • Priority response commitments apply only if expressly stated in an Order Form

A response constitutes acknowledgment and initial assessment only.

3.3 Resolution Disclaimer
Resolution timelines are estimates only and depend on complexity, third party dependencies, scope eligibility, and Client responsiveness. No resolution guarantees are provided.

3.4 Third Party Dependencies
Alliance is not responsible for delays or failures caused by third party systems or vendors.

4. TERM, RENEWAL, AND SUSPENSION

4.1 Term
This Agreement applies for the duration of any active Service engagement.

4.2 Auto Renewal
Unless otherwise stated in an Order Form, Services renew on a month to month basis unless terminated with at least sixty (60) days’ written notice.

4.3 Suspension
Alliance may suspend Services for nonpayment, security risk, lack of access, legal concerns, or Client actions that materially impair performance. Suspension does not relieve Client of payment obligations.

5. FEES AND PAYMENT

5.1 Fees
Fees are as stated in the applicable Order Form or invoice and exclude taxes.

5.2 Payment Methods
Accepted payment methods include ACH, credit card, and wire transfer.

5.3 Credit Card Processing Fees
A 3.5 percent processing fee applies to credit card payments over $500.

5.4 Late Payments
Amounts unpaid after thirty (30) days may accrue interest at the maximum rate permitted by Florida law.

5.5 Collections
Client is responsible for reasonable collection costs, including attorneys’ fees.

5.6 No Refunds and No Rollover Hours
All fees are non refundable. Unused hours do not roll over unless expressly stated in an Order Form.

6. INTELLECTUAL PROPERTY

6.1 Client Ownership
Upon full payment, Client owns final Deliverables expressly identified in an Order Form.

6.2 Alliance Retained IP
Alliance retains all rights to pre existing materials, frameworks, modules, libraries, methodologies, tools, and reusable components.

6.3 License Grant
Alliance grants Client a perpetual, non exclusive, non transferable license to use retained IP solely as incorporated into Deliverables.

6.4 Client Materials
Client represents that it has rights to all materials provided to Alliance and grants Alliance a limited license to use them to perform Services.

6.5 Open Source
Deliverables may include open source software governed by third party licenses. Client is responsible for compliance.

7. HOSTING, SECURITY, AND DATA RESPONSIBILITY

7.1 Third Party Hosting
Alliance does not provide hosting directly and is not responsible for third party hosting outages or changes.

7.2 Backups
Client is responsible for backups unless otherwise stated in writing.

7.3 Security Disclaimer
Alliance provides Services on a best efforts basis and does not guarantee security, uptime, or vulnerability prevention.

7.4 Data Breach Allocation
Alliance is not responsible for breaches caused by third parties, outdated software, or Client actions.

7.5 Compliance Disclaimer
Alliance does not warrant compliance with GDPR, CCPA, HIPAA, ADA, WCAG, PCI DSS, or other regulations.

8. CONFIDENTIALITY

Each Party shall protect the other Party’s Confidential Information using reasonable care and use it solely for purposes of this Agreement.

9. LIMITATION OF LIABILITY

Alliance’s total cumulative liability shall not exceed the fees paid by Client to Alliance during the six (6) months preceding the claim. In no event shall Alliance be liable for indirect, incidental, consequential, special, or punitive damages. This limitation does not apply to gross negligence or willful misconduct where prohibited by law.

10. INDEMNIFICATION

Client shall indemnify Alliance against claims arising from Client Materials, instructions, use of Deliverables, violation of law, or third party services. Alliance shall indemnify Client against claims that Deliverables infringe U.S. intellectual property rights, excluding Client Materials and modifications not made by Alliance.

11. TERMINATION

Either Party may terminate Services with sixty (60) days’ written notice. Prepaid fees are non refundable. Services cease upon termination. Transition assistance may be provided at Alliance’s then current rates if requested.

12. NON SOLICITATION

Client shall not solicit or hire Alliance personnel involved in Services during the term and for twelve (12) months thereafter, except through general advertisements.

13. MARKETING AND PORTFOLIO RIGHTS

Alliance may display Client name, logo, and non confidential work samples unless Client designates a project as confidential in writing.

14. NOTICES

Notices must be in writing and delivered by email and certified mail or nationally recognized overnight courier.

Alliance Notice Address
Alliance Interactive Inc.
100 SE 3rd Ave, Suite 1000
Fort Lauderdale, FL 33394

Client notice details will be as stated in the applicable Order Form or billing records.

15. GOVERNING LAW AND VENUE

This Agreement is governed by Florida law. Exclusive venue lies in the state or federal courts located in Broward County, Florida.

16. GENERAL TERMS

Alliance is an independent contractor. Client may not assign this Agreement without Alliance’s consent. Alliance may update this Agreement by posting a revised version on its website. Continued use of Services constitutes acceptance of the updated version. If any provision is unenforceable, it will be modified to the minimum extent necessary.

17. SCOPE OF SERVICES

17.1 Included Services
Unless expressly expanded in an Order Form, Services are limited to:

  • Routine CMS core, plugin, and theme updates
  • Monitoring for uptime, errors, and security notices
  • Minor content edits using existing templates
  • Bug fixes related to existing functionality
  • Technical troubleshooting and recommendations
  • Website related consultation limited to the existing environment

17.2 Express Exclusions
The following are excluded unless separately contracted in writing:

  • Website redesigns or rebranding
  • New page templates or layouts
  • Information architecture or navigation changes
  • Custom software or application development
  • Complex backend or database restructuring
  • CMS migrations or replatforming
  • Hosting or infrastructure changes
  • SEO strategy or ranking guarantees
  • Content creation or copywriting
  • Accessibility or regulatory certification
  • Legal or compliance analysis
  • Security audits or penetration testing
  • Regulated compliance implementations
  • Third party licenses or service fees
  • After hours or emergency support

17.3 Change Control
Any material change in scope requires a written Order Form or change authorization issued by Alliance and accepted by Client.

Last Updated: 12-23-205

We value your privacy We use cookies. You can read more about the usage of cookies and how we process personal data in our Privacy-policy. By continuing on our website, you consent to our usage of cookies, which you can recall by blocking cookies in your browser.