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. PRICE AND PAYMENT TERMS The price shown on the approved estimate is a fixed total price for the scope signed. Payment follows the schedule the client chose at signing: an equal monthly installment plan, a split schedule (for example 40/30/30), or payment in full. Unless the estimate says otherwise, the first payment is due at signing, before work begins. All invoices are due within 7 days of issuance. Quoted prices exclude sales and use taxes; applicable taxes are calculated and added to each invoice. A payment more than 7 days late accrues interest at 1.5% per month (or the highest rate permitted by law, if lower), may result in work or services being paused, and the client is responsible for reasonable costs of collection, including attorneys' fees. 3. INSTALLMENT PLANS AND EARLY PAYOFF An installment plan is a way to pay the fixed total price in parts. It is not a subscription, it is not a loan or financing, and it carries no interest. Choosing installments does not change the total price. The client may pay off the remaining balance early at any time, without penalty. If the installment plan ends early for any reason, including (a) the client cancelling the project or the plan, (b) the client ending the Unity Plan or other hosting service for the delivered system, or (c) any payment remaining unpaid more than 15 days after WorkflowUnity sends written notice (email is sufficient), then the entire remaining balance of the total price becomes due immediately, the same as if the client had paid up front. WorkflowUnity will send an invoice for that remaining balance, due upon receipt. 4. 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 to $225 per 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. 5. OWNERSHIP, LICENSE & CLIENT MATERIALS Ownership of the custom code, assets, and documentation created specifically for this project transfers to the client when the total price has been paid in full. Until then, the client has a non-exclusive license to use the delivered work for as long as its payments are current. 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 may 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. 6. 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. 7. 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. 8. CONFIDENTIALITY Both parties agree to keep all project details, business information, and technical specifications confidential, except as required by law. 9. 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. 10. 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 the total price. 11. 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. 12. 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. Force majeure does not excuse any payment obligation. 13. DIGITAL SIGNATURE, AUTHORITY & ELECTRONIC RECORDS By signing this estimate digitally, the signer confirms that they have read, understood, and agree to these terms, and represents that they are authorized to sign this agreement on behalf of the client named on the estimate. Both parties agree to sign, deliver, and keep this agreement and its records electronically, consistent with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. 7001 et seq.) and the Washington Uniform Electronic Transactions Act (RCW 1.80). The signer's electronic signature carries the same legal weight as a handwritten signature. The executed PDF generated at signing, which reproduces these terms, the chosen payment schedule, and an audit trail with a SHA-256 integrity hash, is the authoritative record of this agreement. A paper copy is available on request. 14. CANCELLATION Either party may cancel the project with 14 days written notice. Cancelling does not reduce the total price of a fixed-price project: the client owes payment for all work completed to date, and where the client chose an installment plan, section 3 applies and the remaining balance becomes due immediately. Deposits are non-refundable once work has begun. Recurring monthly services that are separate from the total price (for example advertising management or SEO) may be cancelled at any time, effective at the end of the current billing period. The Unity Plan or other hosting may also be ended at the end of a billing period, but while an installment balance remains, section 3 applies. 15. GENERAL This agreement, together with the approved estimate and the payment schedule chosen at signing, 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