Professional Services Agreement

Thank you for trusting Ask Adam LLC (“Ask Adam,” “we,” “us,” or “our”) to provide you with information technology consulting and support services. This Professional Services Agreement (this “Agreement”) governs our business relationship with you. “Client,” “you,” or “your” means the person or entity that receives Services from Ask Adam. Please read this Agreement carefully and keep a copy for your records.

Please read this Agreement carefully before accepting a Proposal. A few provisions deserve your particular attention: this Agreement limits our liability and disclaims certain warranties (Sections 10 and 11); many products and services are provided by third parties and are facilitated, not provided, by Ask Adam (Section 5); and unless a Proposal states otherwise, response times are best-effort and not guaranteed (Section 3). You should also know what this Agreement does not contain: unless a Proposal states otherwise, there is no arbitration requirement, no automatic renewal beyond month-to-month service, and no early-termination penalty — either of us may end the relationship with thirty days’ notice (Sections 2 and 14). If you have questions about any of this, ask us before accepting.

1. Scope; Proposals

  1. Proposals. “Proposal” means any statement of work, quote, proposal, estimate, service description, or other written description of services prepared by Ask Adam and accepted by you, regardless of the document’s actual title. Each Proposal is governed by, and incorporates, this Agreement.
  2. Services; Work Without a Proposal. This Agreement governs all services that Ask Adam provides to you (collectively, “Services”), whether or not those services are described in a Proposal. Services that you request on an ad hoc basis — for example, support requests made by phone, email, or messaging — are performed on a time-and-materials basis at our then-current hourly rates and are governed by this Agreement.
  3. Conflicts. If a Proposal conflicts with this Agreement, the Proposal governs for that engagement. This allows us to tailor terms to a specific project when needed. References elsewhere in this Agreement to a Proposal “providing otherwise” or “stating otherwise” are for convenience only and do not limit the parties’ ability to vary any provision of this Agreement in a Proposal.
  4. Acceptance. You accept this Agreement by signing it, by accepting a Proposal that references it, or by continuing to request or receive Services after receiving a copy of it.
  5. Version. Each Proposal is governed by the version of this Agreement in effect on the date you accept the Proposal. We may update this Agreement from time to time; the “last updated” date appears at the end of this document.
  6. Updates to this Agreement. We may update this Agreement by providing at least thirty (30) days’ written notice, including a copy of, or link to, the updated version. If you do not agree to the updated terms, you may terminate the Services by written notice effective before the update takes effect, or you may ask us in writing to continue under the prior version, which we may accept or decline. Your continued use of the Services after the update takes effect constitutes your acceptance of it.

2. Term; Termination

  1. Term. This Agreement takes effect on the earlier of the date you accept it or the first date we provide Services to you after delivering it to you, and continues until terminated as described below.
  2. Term of Recurring Services. Unless the applicable Proposal states otherwise, managed or recurring Services are provided on a month-to-month basis and do not automatically renew for any longer term. Where a Proposal specifies a fixed term, the Services continue on a month-to-month basis at the end of that term unless the Proposal provides otherwise.
  3. Termination for Convenience. Unless the applicable Proposal provides otherwise, either party may terminate this Agreement, or any individual engagement or Proposal, for any reason on thirty (30) days’ prior written notice to the other party.
  4. Termination for Cause. If a party materially breaches this Agreement or a Proposal, the other party may terminate the affected engagement or this Agreement if the breaching party fails to cure the breach within twenty (20) days (ten (10) days for nonpayment) after receiving written notice describing the breach in reasonable detail.
  5. Termination for Client Conduct. If you or your staff, contractors, or representatives engage in abusive, threatening, or unlawful conduct toward us, or in conduct that makes it impracticable, unreasonable, or imprudent for us to continue providing the Services, and the conduct does not cease after we provide written notice of it, we may terminate this Agreement or the affected engagement on ten (10) days’ written notice. Where the conduct involves a threat to safety, we may terminate immediately. The Effect of Termination clause applies to any termination under this Section.
  6. Effect of Termination. Upon any termination, you will pay for all Services performed and expenses incurred through the effective date of termination, together with any non-refundable or non-cancellable third-party costs (such as software licenses or subscriptions) that we incurred for your engagement. No early-termination penalty applies beyond these amounts.
  7. Survival. Provisions that by their nature should survive termination will survive, including those addressing payment, confidentiality, intellectual property, warranties and disclaimers, limitation of liability, indemnification, and dispute resolution.

3. Performance of Services

  1. Standard of Care. Ask Adam will perform all Services with reasonable care, diligence, and skill, consistent with generally accepted industry practices.
  2. Response Times. Unless expressly stated otherwise in a Proposal, all response and resolution times are best-effort only. We will make commercially reasonable efforts to respond promptly during normal business hours, but we do not commit to, or guarantee, any specific response or resolution time.
  3. Method of Performance. We will determine the reasonable method, order, and means by which the Services are performed, in consultation with you where appropriate. Services may be performed remotely or on site.
  4. Subcontractors. We may use qualified subcontractors to assist in performing the Services and remain responsible for work they perform on our behalf. For clarity, Third-Party Products and Services (defined below) are not subcontracted services.
  5. Included Services Only. We provide monitoring, maintenance, patch management, backup, security management, and similar ongoing services only where expressly included in the applicable Services, such as in a Proposal or managed service plan. Except as expressly included, those activities remain your responsibility, and we have no obligation to monitor your environment or to detect, prevent, or remediate issues within it.

4. Client Responsibilities

  1. Access and Cooperation. You will provide, in a timely manner and at your own cost, the administrative access, credentials, information, decisions, and approvals reasonably needed for us to perform the Services, along with any necessary rights of entry or permissions and safe working conditions for on-site work. Timelines and estimates assume your timely cooperation, and we are not responsible for delays or deficiencies caused by your acts or omissions or those of your other vendors. You agree not to remove, disable, or circumvent software agents, profiles, or configurations we deploy in connection with the Services unless we direct or authorize you to do so.
  2. Authorized Contacts. We may rely on directions and approvals from the personnel you designate to provide them, or, if none are designated, from the person who accepted the applicable Proposal or who customarily directs our work.
  3. Recommendations. We may provide recommendations or advice related to your technology environment (“Advice”) — for example, recommending that equipment be replaced or that a security setting be enabled. You are strongly encouraged to follow Advice promptly. We are not responsible for problems, downtime, or security incidents caused by or related to your decision not to follow Advice, and services required to remediate such problems are billable at our then-current rates. If you decline a service or safeguard that we recommend, that service remains outside the scope of the Services, and responsibility for the risks associated with declining it remains with you.
  4. Licensing. All hardware and software in your environment must be genuine and properly licensed. You are responsible for obtaining and maintaining licenses for third-party software you use. Upon request, you will provide reasonable proof of licensing or authenticity. We may decline, or suspend without liability, any Services that would require us to install, configure, or maintain unlicensed or non-genuine hardware or software, until the issue is resolved.
  5. Backups. Unless expressly stated in a Proposal, maintaining and verifying backups of your data is your responsibility. We strongly recommend maintaining tested backups of all important data. We will have no liability for loss or corruption of data except to the extent caused by our gross negligence or willful misconduct.
  6. Other Providers; Co-Managed Environments. Where your environment is also managed or serviced by your own personnel or by other vendors you engage, we are not responsible for their acts or omissions or for problems, errors, or downtime they cause, and remediation we perform of such issues is billable at our then-current rates. If another provider’s determination on a service-related matter conflicts with ours, we will bring the conflict to your attention and follow your direction.

5. Third-Party Products and Services

  1. Definition. “Third-Party Products and Services” means hardware, software, cloud services, subscriptions, and other products or services made or provided by parties other than Ask Adam — for example, products and services from Apple, Microsoft, Google, device-management vendors, and internet service providers.
  2. Facilitation. Where we arrange, resell, or facilitate Third-Party Products and Services — including services we deliver through our own subscriptions with third-party providers — we act as a facilitator and not as the provider. The third-party provider remains responsible for its own products and services, and our responsibility is limited to reasonable coordination and facilitation. A product or service may be a Third-Party Product or Service even where it is not expressly identified as such, and regardless of whether we invoice you for it directly or deliver it through our own subscription or agreement with the provider.
  3. Provider Selection. We select the third-party providers used to deliver or support the Services and may change providers at our discretion, provided the change does not materially diminish the Services we provide or facilitate.
  4. No Warranty; Facilitation. As between you and Ask Adam, all Third-Party Products and Services are provided “as is” and without warranty of any kind. We are not an insurer or guarantor of the performance, uptime, security, or usefulness of any Third-Party Product or Service. We will use reasonable efforts to facilitate the transfer of any manufacturer or provider warranties to you, and we can assist in resolving issues with third-party providers as billable Services.
  5. Pricing Changes. Prices, release dates, and support timelines for Third-Party Products and Services are subject to change by their providers without notice, and any resulting cost increases may be passed through to you. We will give you as much advance notice of such increases as is reasonably possible.
  6. End User Agreements. Portions of the Services may require acceptance of third-party end-user license, subscription, or customer agreements (“End User Agreements”). Where acceptance of an End User Agreement is required for you to receive the Services, you authorize us to accept it on your behalf, and you agree to be bound by its terms. If an End User Agreement deviates materially from industry standards — for example, by imposing unusual costs or unusually intrusive data-collection or data-sharing terms — we will bring it to your attention and obtain your consent before accepting it. Upon request, we will provide a list of the End User Agreements we have accepted on your behalf.

6. Fees; Payment

  1. Fees. You agree to pay the fees stated in the applicable Proposal or, for Services not covered by a Proposal, our then-current hourly rates. Premium rates for after-hours, rush, weekend, or holiday work may apply as described in a Proposal or our then-current rate schedule. A Proposal may require a deposit or prepayment, which is applied against fees and costs as they are incurred and is refundable only to the extent it exceeds fees and costs incurred.
  2. Billable Time; Estimates. Billable time includes all time spent on your behalf, whether on-site, remote, or independent — including research, analysis, communication, procurement, and travel — not only time spent working directly with you. Estimates are good-faith projections, not fixed prices, unless a Proposal expressly states a fixed price. Troubleshooting and diagnostic work is inherently iterative, and a desired resolution may not be attainable; you may direct us to stop work at any time, and fees for time already spent remain payable regardless of outcome.
  3. Expenses. You will reimburse reasonable costs and expenses we incur in performing the Services. Where reasonably practicable, we will advise you of significant costs and expenses in advance.
  4. Invoices; Late Payment. We will invoice you by email. Invoices are due within fifteen (15) days of the invoice date. Overdue balances accrue a service charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, plus a thirty dollar ($30) late fee per overdue invoice.
  5. Suspension for Nonpayment. If any undisputed invoice remains unpaid past its due date, we may suspend or curtail Services after notice to you, and we will not be liable for the consequences of that suspension. Recurring charges continue to accrue during any suspension.
  6. Invoice Disputes. If you dispute an invoice in good faith, you must notify us in writing within sixty (60) days of the invoice date, and the parties will work promptly and in good faith to resolve the dispute. Undisputed portions remain payable when due.
  7. Taxes. Fees are exclusive of taxes. You are responsible for applicable sales, use, and similar taxes, excluding taxes on our income.
  8. Fee Changes. We may change our hourly rates and recurring service fees on thirty (30) days’ written notice. Changes apply prospectively only. Cost increases for Third-Party Products and Services are passed through as described in Section 5(e) and may take effect on the notice their providers give us. Your continued use of the Services after a fee change takes effect constitutes acceptance of the change.
  9. Annual Adjustment. We may increase recurring monthly fees, at our discretion, by up to five percent (5%), no more than once in any twelve-month period and not earlier than twelve (12) months after the applicable recurring Services began (as stated in the applicable Proposal or, if there is no Proposal, as evidenced by our first invoice for those Services). We will provide written notice at least thirty (30) days before an adjustment takes effect. Your continued use of the Services after the adjustment takes effect constitutes acceptance of it. Increases beyond this adjustment are governed by Section 6(h), and pass-through cost increases for Third-Party Products and Services are independent of this adjustment and do not count toward it.
  10. Scheduling; Cancellations. Scheduled appointments, including on-site visits, may be cancelled or rescheduled without charge with at least one (1) business day’s notice. For cancellations on shorter notice, or if we arrive for a scheduled on-site visit and cannot reasonably obtain the access or cooperation needed to perform the work, we may bill for the time reserved, up to two (2) hours, plus any travel time already incurred.

7. Confidentiality

  1. Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”), including business, technical, financial, and customer-related information. Confidential Information does not include information that (i) becomes public through no fault of the Recipient, (ii) was developed independently by the Recipient, or (iii) is lawfully received from a third party without a duty of confidentiality.
  2. Obligations. The Recipient will keep Confidential Information confidential, will use it only as needed to perform under this Agreement or as expressly authorized by the Discloser, and will protect it with at least the same degree of care it uses for its own confidential information, and in no event less than a commercially reasonable degree of care.
  3. Compelled Disclosure. If legally compelled to disclose Confidential Information, the Recipient will, where lawful, promptly notify the Discloser so the Discloser may seek protective treatment, and will disclose only the portion legally required.
  4. Protected Health Information. The Services are not intended to involve the creation, receipt, maintenance, or transmission of protected health information (“PHI”) as defined under HIPAA. You will not provide PHI to us, or grant us access to systems containing PHI, unless the parties have first executed a Business Associate Agreement. Absent an executed Business Associate Agreement, we are not acting as your business associate, and you are solely responsible for ensuring that your use of the Services complies with HIPAA.
  5. Return. Upon the Discloser’s written request, or upon termination of this Agreement, the Recipient will return or destroy the Discloser’s Confidential Information in its possession, except for copies retained in routine backups or as required by law, which remain subject to this Section.
  6. Equitable Relief. Each party acknowledges that a breach of this Section may cause harm not adequately compensable by money damages, and that the Discloser is entitled to seek injunctive or other equitable relief in addition to any other remedies.

8. Intellectual Property; Client Data; Credentials

  1. Ownership. Each party retains ownership of its own intellectual property. Ask Adam owns and retains all of its know-how, methods, tools, scripts, templates, and configurations, including those developed or refined in the course of providing the Services. You receive a non-exclusive license to use, for your internal business purposes, the deliverables and configurations we implement in your environment. For deliverables and configurations that operate independently of any service we provide, this license is perpetual. For agents, profiles, configurations, scripts, or integrations that enable or support a Third-Party Product or Service provided or facilitated through Ask Adam, or that support our own delivery of the Services, the license continues only for as long as we provide the applicable Service, and we may disable or remove those items from your environment when that Service ends.
  2. Client Data. Your data is yours. You grant us a limited, non-exclusive license to access and use your data solely as needed to perform the Services and enforce this Agreement, which ends when the applicable Services end.
  3. Credentials and Documentation. Administrative credentials and account access for your systems and services belong to you. Upon termination of the Services and payment of undisputed amounts due, we will provide the administrative credentials we hold for your environment and copies of any configuration documentation we already maintain.

9. Transition; Data Retention

  1. Transition Assistance. Standard offboarding includes our removal of agents, profiles, and configurations associated with Services or Third-Party Products and Services that are ending, including from management systems you will continue to operate. If you request our assistance transitioning to another provider or to in-house management, we will provide that assistance at our then-current hourly rates, provided all undisputed amounts due to us have been paid.
  2. Retention. Unless expressly stated in a Proposal or required by law, we have no obligation to store or maintain any of your data, records, or configurations in our possession beyond thirty (30) days following termination of this Agreement.

10. Limited Warranty; Disclaimers

  1. Limited Warranty. We warrant that the Services will be performed with reasonable care, diligence, and skill. Any claim for breach of this warranty must be made in writing within thirty (30) days after the Services giving rise to the claim were performed. For any breach of this warranty, your exclusive remedy and our entire obligation is, at our option, to re-perform the affected Services or to refund the fees paid for the affected Services.
  2. Security. No security solution is one hundred percent effective. We do not warrant or guarantee that any security product, configuration, or practice will detect or prevent all malicious code, phishing, breaches, or attacks, or that data affected by such incidents will be recoverable. You are strongly advised to train staff to recognize phishing and to maintain appropriate cyber-liability insurance.
  3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED WITHOUT ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE OPERATION OF ANY SOFTWARE, HARDWARE, OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. Limitation of Liability

This Section limits the liabilities arising from the Services and is a bargained-for and material part of this Agreement.

  1. No Indirect Damages. Neither party will be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, or loss of business, arising out of or related to this Agreement or the Services, even if advised of the possibility of such damages.
  2. Cap. Each party’s aggregate liability for all claims arising out of or related to this Agreement or the Services, regardless of the form of action, will not exceed the greater of (i) the fees paid by you to Ask Adam for the Services giving rise to the claim during the three (3) months preceding the event first giving rise to the claim, or (ii) ten thousand dollars ($10,000).
  3. Exceptions. The limitations in this Section do not apply to your payment obligations, to your indemnification obligations, to breaches of confidentiality, or to a party’s gross negligence or willful misconduct, and they apply only to the maximum extent permitted by applicable law.

12. Indemnification

  1. Mutual Indemnification. Each party (the “Indemnifying Party”) will indemnify, defend, and hold the other party harmless from and against third-party claims, and resulting losses, damages, costs, and expenses (including reasonable attorneys’ fees), to the extent arising from the Indemnifying Party’s breach of this Agreement, gross negligence, or willful misconduct. The indemnified party will promptly notify the Indemnifying Party of any claim, and no indemnified claim will be settled without the Indemnifying Party’s prior written consent, not to be unreasonably withheld or delayed.
  2. Third-Party Legal Proceedings. If we are required to participate in any legal proceeding, subpoena, deposition, or discovery process between you and a third party — for example, by producing records, providing testimony, or assisting with the collection of data — you will reimburse our reasonable costs and expenses, including reasonable attorneys’ fees, and pay for our time at our then-current hourly rates. This obligation does not apply to the extent the proceeding arises from our gross negligence or willful misconduct.

13. Insurance

Ask Adam maintains commercially reasonable insurance for a practice of its type and size, including professional liability (errors and omissions) coverage. A certificate of insurance is available upon written request.

14. Dispute Resolution; Governing Law

  1. Informal Resolution First. Before commencing any legal action, the parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement through direct discussion for a period of at least thirty (30) days after written notice of the dispute.
  2. Governing Law; Venue. This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Philadelphia County, Pennsylvania, for all claims arising out of or relating to this Agreement; provided that either party may bring a qualifying claim in small claims court.
  3. Prevailing Party. In any action to enforce or interpret this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs in addition to any other relief awarded.

15. General

  1. Independent Contractor. Ask Adam is an independent contractor and is not your employee, agent, partner, or joint venturer. Each party is responsible for its own taxes, insurance, and personnel.
  2. Compliance; No Legal Advice. Unless expressly stated in a Proposal, the Services are not intended to, and will not, bring you into compliance with any law, regulation, or industry standard. The Services may support your compliance efforts, but they are not a compliance solution. Nothing we provide — including recommendations, reports, configurations, or remediation plans — is legal advice, and you are responsible for your own legal and regulatory obligations and for consulting your own counsel.
  3. No Fiduciary. Our relationship is limited to the Services we provide; no fiduciary or other special relationship exists or will be deemed to exist between us.
  4. Force Majeure. Neither party is liable for delays or failures to perform caused by circumstances beyond its reasonable control, including natural disasters, power or communications failures, acts of government, and malicious cyber activity that circumvents commercially reasonable protections. This provision does not excuse payment obligations.
  5. Notices. Notices under this Agreement must be in writing. Email is sufficient, and a notice sent by email is deemed delivered one (1) business day after it is sent to the recipient’s last known email address.
  6. Assignment. Neither party may assign this Agreement without the other party’s prior written consent, except that Ask Adam may assign it in connection with a merger or a sale of substantially all of its business, provided the assignee assumes its obligations.
  7. Amendment; Waiver. Except as otherwise provided in this Agreement, this Agreement and any Proposal may be amended only in a writing (email or electronic signature is sufficient) accepted by both parties. A party’s failure to enforce a provision, or its waiver on one occasion, is not a waiver of that provision on any other occasion.
  8. Severability. If any provision of this Agreement is held invalid or unenforceable, it will be limited or excised to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
  9. Entire Agreement. This Agreement, together with the applicable Proposals, is the entire agreement between the parties regarding the Services and supersedes all prior agreements and understandings on that subject; provided that payment obligations incurred under any prior agreement remain in effect.
  10. No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only, and no third party may rely on or enforce it.
  11. Publicity. We may identify you by name and industry in our client list and marketing materials unless you notify us in writing that you prefer we not do so.
  12. Counterparts; Electronic Signature. This Agreement and any Proposal may be signed or accepted in counterparts and by electronic means, each of which is deemed an original.