WorkflowUnity LLC: Terms of Service

1. SCOPE OF WORK The scope of work is defined solely by the approved estimate document, including the specific line items selected at signing. Deliverables, features, or services not expressly listed are out of scope. Any changes to scope after approval require a written change order and may affect pricing and timeline. 2. PAYMENT TERMS Payment follows the milestone schedule shown on the approved estimate (unless stated otherwise: 40% due at signing before work begins, 30% at midpoint delivery, 30% at final delivery and acceptance). All invoices are due within 7 business days of issuance. Quoted prices are exclusive of sales and use taxes; applicable taxes are calculated and added at invoicing. Late payments accrue interest at 1.5% per month (or the highest rate permitted by law, if lower), may result in project pause, and the client is responsible for reasonable costs of collection, including attorneys' fees. 3. CHANGE ORDERS The scope of work is fixed at the time of signing. Any additions, modifications, or changes requested after signing require a written Change Order. Change orders are billed at $175–$225/hour with a 4-hour minimum. A Change Order must be signed by both parties before work begins on the requested change. The client acknowledges that change orders are priced at a premium rate to account for context-switching costs, schedule disruption, and scope-expansion risk. The answer to a reasonable change request is always "yes" — with a signed change order. 4. INTELLECTUAL PROPERTY & CLIENT MATERIALS Upon final payment, the client receives full ownership of all custom code, assets, and documentation created specifically for this project. WorkflowUnity retains ownership of its pre-existing tools, libraries, frameworks, and know-how, which are licensed to the client for use within the delivered work. WorkflowUnity retains the right to reference the project in its portfolio. The client is solely responsible for all materials, claims, and content the client provides (including logos, photographs, product claims, and marketing statements) and represents that such materials are accurate and do not infringe any third party's rights. 5. WARRANTIES & DISCLAIMER WorkflowUnity provides 30 days of post-launch support for bug fixes at no additional charge; this does not include new features or scope changes. EXCEPT FOR THAT EXPRESS WARRANTY, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND WORKFLOWUNITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Marketing, advertising, and search-optimization services are provided on a best-efforts basis: WorkflowUnity does not guarantee any specific business outcome, including search rankings, traffic, leads, conversions, or revenue. 6. THIRD-PARTY SERVICES Deliverables may depend on third-party platforms and services (including hosting, domains, email providers, payment processors, advertising networks, APIs, and software plugins). WorkflowUnity is not responsible for the acts, omissions, outages, price changes, policy changes, or discontinuation of any third-party service. Third-party fees are the client's responsibility unless the estimate expressly states otherwise. 7. CONFIDENTIALITY Both parties agree to keep all project details, business information, and technical specifications confidential, except as required by law. 8. INDEMNIFICATION Each party will defend and indemnify the other against third-party claims arising from its own breach of this agreement or its own negligence or willful misconduct. In addition, the client will defend and indemnify WorkflowUnity against any third-party claim arising from (a) materials, claims, or content provided by the client; (b) the client's products or services; or (c) the client's use of the deliverables after acceptance. 9. LIMITATION OF LIABILITY NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. WORKFLOWUNITY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNTS ACTUALLY PAID BY THE CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. Nothing in this section limits the client's obligation to pay for work performed. 10. DISPUTE RESOLUTION & GOVERNING LAW This agreement is governed by the laws of the State of Washington, USA. Before filing any claim, the parties will attempt in good faith to resolve the dispute informally for 30 days following written notice. Any action must be brought exclusively in the state or federal courts located in Pierce County, Washington, and each party consents to that venue. The prevailing party in any action is entitled to recover its reasonable attorneys' fees and costs. Any claim must be brought within one (1) year after it accrues. 11. FORCE MAJEURE Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, utility or internet outages, labor disputes, or governmental action. The affected party will resume performance as soon as reasonably practicable. 12. DIGITAL SIGNATURE & ELECTRONIC RECORDS By signing this estimate digitally, you confirm that you have read, understood, and agree to these terms. Both parties consent to conducting this transaction electronically. Your digital signature carries the same legal weight as a physical signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA). The executed PDF generated at signing — which reproduces these terms and carries a SHA-256 integrity hash of the signing record — is the authoritative record of this agreement. 13. CANCELLATION Either party may cancel the project with 14 days written notice. The client is responsible for payment of all work completed to date, and deposits are non-refundable once work has begun. Recurring monthly services may be cancelled at any time, effective at the end of the current billing period. 14. GENERAL This agreement, together with the approved estimate, is the entire agreement between the parties; if they conflict, the approved estimate controls as to scope and pricing. Amendments must be in writing and signed by both parties. If any provision is held unenforceable, the remainder stays in effect. Neither party's failure to enforce a provision waives it. Neither party may assign this agreement without the other's written consent, except in connection with a sale of substantially all of its business. For questions, contact: kyle@workflowunity.io