Skip to main content
Home

Professional Services Terms and Conditions





These Supplemental Terms of Service (as amended or otherwise modified from time to time, the “Service Terms”) govern the provision of professional services provided by MAXIO to its Subscribers (as defined below). These Service Terms are in addition to the general Terms and Conditions (“Terms”) and Privacy Policy (as each may be amended or otherwise modified from time to time), which govern all Services (as defined below). Collectively, these Service Terms, the Terms, the Privacy Policy, any applicable Supplemental Terms of Service or Orders, and all documents or other terms incorporated herein or therein, are referred to herein as the “Agreement”. “MAXIO”, “our”, “we” and “us” refer to SO Holdco, LLC, a Delaware limited liability company d/b/a MAXIO and its affiliated companies and subsidiaries worldwide. “MAXIO Subscriber”, “Subscriber”, “You” and “Your” refer to the individual (if you are a sole proprietorship), company, firm or entity subscribing to the technology platform offered through the http://www.maxio.com website, the MAXIO mobile application (the “MAXIO Website” or “MAXIO Platform”), and/or any other services, applications and features offered or enabled by or through us with respect thereto, except where we explicitly state otherwise (all services offered through the MAXIO Website or the MAXIO Platform, collectively, “Services”). These Service Terms (as amended from time to time) are effective as of the date of any Order for Professional Services. Capitalized terms used herein and not defined have the meaning assigned in the Terms or applicable Order.

1. SCOPE OF SERVICES.

Subject to the terms and conditions of these Service Terms, MAXIO will provide You with Professional Services (as defined below) as set forth in the applicable Orders between you and MAXIO referencing these Professional Services. From time to time, the parties may enter into Orders that specify the general consulting, implementation and/or training services to be provided to You hereunder (the “Professional Services”). All Orders shall be deemed part of and subject to these Service Terms.

Subject to terms and conditions of these Service Terms and the Agreement, and during the term described in Section 6 of these Service Terms, MAXIO provides You with a non-exclusive, worldwide, non-transferable, limited right to use any deliverables or training materials delivered by MAXIO to Customer as part of the Professional Services (“Deliverables”) solely for Customer’s internal business operations including in connection with its authorized use of the applicable Services.

2. TERMS AND CONDITIONS FOR TRAINING; TRAINING DELIVERABLES.

All electronic and hard copy versions of the training Deliverables may be provided for Subscriber’s internal training purposes only. You may not: (a) modify the training Deliverables, unless otherwise authorized in writing by us or set forth in an applicable Order; (b) resell or sublicense any training Deliverables; (c) utilize the training Deliverables to replicate or attempt to perform the training, unless otherwise authorized in writing by MAXIO or set forth in an applicable Order; and (d) develop or attempt to develop any of the products described in such training Deliverables. You may not record, stream or otherwise capture any performance or aspect of the training Professional Services. The training Deliverables are not subject to any maintenance, support, updates or upgrades.

3. CHANGE MANAGEMENT PROCESS.

If You or MAXIO requests a change in any of the specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services described in any Order, the party seeking the change shall propose the applicable changes by written notice. Within five (5) business days of receipt of the written notice, each party’s project leads shall meet to discuss the proposed changes. MAXIO will prepare a change order describing the proposed changes to the Order and the applicable change in Fees and expenses, if any (each, a “Change Order”). Change Orders are not binding unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, these Service Terms.

Additional charges may apply for scope changes, change requests or delays caused by Subscriber. Any such changes will be set forth in a Change Order. All charges associated with scope changes, change requests, or delays will be due on receipt of the invoice by the Subscriber. Upon prior written approval from the Subscriber, all travel, meals, and living expenses for all MAXIO personnel who travel or are supposed to travel in support of the engagement shall be billable at cost and all such expenses shall be the sole responsibility of the Subscriber. You will be charged for any travel expenses that cannot be canceled or refunded.

4. PROPRIETARY RIGHTS.

A. MAXIO Intellectual Property Rights.

All rights, title and interest in and to the Professional Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts or other derivative works of the same provided or developed by MAXIO) and anything developed or delivered by or on behalf of MAXIO under these Service Terms (including without limitation Deliverables and Tools as such terms are defined herein) are owned exclusively by MAXIO or its licensors. Except as provided in these Service Terms, the rights granted to Subscriber do not convey any rights in the Professional Services, express or implied, or ownership in the Professional Services or any intellectual property rights thereto. Any rights in the Professional Services or MAXIO’s intellectual property not expressly granted herein by MAXIO are reserved by MAXIO.

B. Tools.

Notwithstanding any other provision of these Service Terms: (i) nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by MAXIO to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are made available on the same terms as the Deliverables; and (ii) the term “Deliverables” shall not include the Tools. Tools are MAXIO’s Confidential Information.

5. PROFESSIONAL SERVICES WARRANTY & DISCLAIMER.

A. Limited Warranty; Remedy.

MAXIO warrants that Professional Services will be provided in a professional manner consistent with industry standards. You must notify MAXIO of any warranty deficiencies within 30 days from performance of the deficient Professional Services. FOR ANY BREACH OF THE PROFESSIONAL SERVICES WARRANTY, SUBSCRIBER’S EXCLUSIVE REMEDY AND MAXIO’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT PROFESSIONAL SERVICES THAT CAUSED THE BREACH OF WARRANTY.

B. Disclaimer.

MAXIO DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES WILL BE PERFORMED ERROR- FREE OR UNINTERRUPTED, THAT MAXIO WILL CORRECT ALL PROFESSIONAL SERVICES ERRORS, OR THAT THE PROFESSIONAL SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. MAXIO IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE PROFESSIONAL SERVICES THAT ARISE FROM YOUR DATA OR THIRD-PARTY APPLICATIONS OR PROFESSIONAL SERVICES PROVIDED BY THIRD PARTIES. TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.

6. LIMITATIONS OF LIABILITY.

IN ADDITION TO ANY LIMITATIONS SET FORTH IN THE TERMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MAXIO AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE SERVICE TERMS OR ANY ORDER FOR THE PROFESSIONAL SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER THE APPLICABLE ORDER FOR THE PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY.

7. TERM AND TERMINATION.

A. Term.

These Services Terms are valid for the Orders that provide for Professional Service or reference these Service Terms. Each Order shall commence on the date it is last signed, and shall expire upon completion of the project set forth in the applicable Order, or as otherwise set forth in the applicable Order. Once signed by both parties, an Order shall be non- cancellable, except as otherwise explicitly stated in such Order or the Agreement.

B. Termination.

These Service Terms will terminate automatically when all Orders providing for Professional Services or referencing these Service Terms are terminated or have expired. Upon termination or expiration of these Service Terms, Subscriber shall have no rights to continue use of the Professional Services, Deliverables or Tools.