1. Scope of Agreement
   These Terms of Sale (“Agreement”) govern your (“you,” “your,” or “Client”) order and purchase of services offered and performed by REDSHIFT, as identified in the relevant Statement of Work, Order, or other REDSHIFT order document (“SOW”). The services (“Services”) may be performed directly by REDSHIFT or through its subcontractors. If you have a current written agreement with REDSHIFT governing the purchase of Services, that separate agreement will prevail.

2. Entire Agreement
   The relevant SOW, along with this Agreement and any attachments, schedules, addenda, and exhibits, constitute the entire agreement between the parties regarding the Services. This Agreement supersedes any prior agreements, oral or written, and all other communications relating to the subject matter. In case of a conflict between this Agreement and the SOW, the SOW will govern.

3. Term
   This Agreement commences upon REDSHIFT’s acceptance of your order (“Effective Date”) and continues until the completion of the Services or as otherwise provided under Section 5.

4. Invoicing/Payment
   Services will be invoiced according to the Service Description. Upon acceptance, the Client is required to pay 50% of the estimate upfront. This upfront payment is non-refundable, even if the Client cancels the service before REDSHIFT can render it. However, if the cancellation is initiated by REDSHIFT, the Client is not liable for the upfront payment.
   Clients must settle all undisputed invoices in full within 30 days of the invoice date unless otherwise specified in the Special Terms and Conditions. Payments should reference the invoice number and be made in the currency indicated on the invoice.

• Credit/Late Payment: REDSHIFT reserves the right to decline extending credit and may request payment before service performance based on changes in REDSHIFT’s credit policies or the Client’s financial condition or payment history. Late payments may incur a fee of 7% per month or the maximum allowable by law for undisputed past-due invoices. The Client is responsible for all collection costs, including reasonable attorneys’ fees, for any payment default. Failure to make timely payments may result in the termination of further work by REDSHIFT.
• Taxes: The Client is solely responsible for federal, state, and local sales, use, and excise taxes, as well as similar taxes and duties (excluding taxes based on REDSHIFT’s income, assets, or net worth). The Client may provide REDSHIFT with a tax exemption certificate, subject to review and acceptance by REDSHIFT.

5. Termination
   Either party may terminate this Agreement upon a material breach by the other party, with a 30-day notice period. REDSHIFT may terminate without cause upon 30 days’ notice.

6. Limited Service Warranty
   REDSHIFT warrants that Services will be performed in a timely, competent, and professional manner, conforming to written specifications for 30 days from completion.

7. Warranty Disclaimer
   REDSHIFT disclaims all other warranties, express or implied, relating to the Services, to the extent permitted by law.

8. Remedies
   The sole remedy for breach of warranty is the re-performance of deficient Services. REDSHIFT may provide a credit or refund if unable to remedy deficiencies within 30 days.

9. Intellectual Property Rights
   REDSHIFT retains all rights in its intellectual property (“REDSHIFT IP”). Client owns Work Product developed specifically for them. Client is granted a license to use REDSHIFT IP.

10. Confidential Information
    Both parties agree to maintain the confidentiality of each other’s information and use it only for business purposes.

11. Access
    REDSHIFT may perform Services at Client’s premises or other designated locations. Client will provide necessary access and resources.

12. Non-Solicitation
    Neither party will solicit the other’s employees involved in this Agreement for one year after its termination.

13. Indemnification
    Each party will indemnify the other for damages resulting from their negligence or willful acts.

14. Limitation of Liability
    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, PROFITS, DATA, OPERATIONAL EFFICIENCY, USE, OR INFORMATION, ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF RELIEF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AMOUNT OF DIRECT DAMAGES RECOVERABLE FROM A PARTY UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT PAID OR TO BE PAID BY YOU FOR SERVICES PERFORMED UNDER THIS AGREEMENT. ADDITIONALLY, NO ACTION, WHETHER FOR INDEMNIFICATION OR OTHERWISE, REGARDLESS OF FORM, ARISING OUT OF THE TRANSACTIONS UNDER THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE YEAR AFTER THE DAMAGE, LOSS, OR EXPENSE OCCURRED.

15. Notices
    All notices must be in writing and will be considered received as specified in this section.

16. General
    This Agreement is governed by Illinois law. It cannot be assigned without consent. Neither party will be liable for delays due to circumstances beyond their control. Provisions regarding payment, warranties, confidentiality, and liability survive termination. REDSHIFT is an independent contractor. Electronic signatures are valid.

17. Overtime Work
    If Services exceed 10 hours per day, overtime charges will apply. Overtime work will be billed at 150% of the agreed-upon hourly rate or equivalent price stated in the SOW. Overtime pricing will be reflected in the final invoice and is non-negotiable unless otherwise agreed upon in writing by both parties prior to the overtime work commencing.

For questions about these Terms, contact us at hello@REDSHIFTpro.com.