Terms of Service

• "Agreement" means these Terms, the Privacy Policy, and any applicable service order or invoice.
• "Client Content" means all text, images, logos, photographs, data, and materials provided by the Client.
• "Deliverables" means the website, designs, code, copy, configurations, and work product created by Pyrallax.
• "Effective Date" means the date the Client first subscribes to or makes payment for Services.
• "Service Tier" means the subscription plan selected (Pyrallax Online or Pyrallax Pro).
• "Subscription Period" means the monthly billing cycle beginning on the Effective Date.
• "Website" means the website designed, developed, and hosted by Pyrallax on behalf of the Client.
• "End User" means any visitor to the Client's Website.

2.1 Service Tiers

2.2 Service Level Commitments

• Initial Build: Delivered within 14 business days of receiving all required Client Content, unless otherwise agreed.
• Content Updates (Online): Up to 3 per period, fulfilled within 48 hours. Unused updates do not roll over.
• Content Updates (Pro): Unlimited standard updates same business day. Complex changes may require up to 5 business days.
• Support Hours: Monday through Friday, 9:00 AM to 6:00 PM Eastern, excluding federal holidays.
• Monthly Reports: Delivered within the first 7 business days of each period.
• Strategy Calls (Pro): 15-30 minutes, scheduled monthly. Calls not completed do not roll over.

2.3 What Is Not Included

Unless explicitly included or agreed in writing: custom application development, e-commerce setup, paid advertising management, social media management, professional photography or videography, print design, logo design, translation services, and legal compliance audits (ADA, GDPR, etc.). Additional services may be available as add-ons.

3.1 Fees and Billing

• All fees are in USD and include applicable Massachusetts sales tax.
• Monthly subscriptions are billed in advance on the same date each month.
• One-time setup fees are charged on the Effective Date, prior to commencement of work.
• All payments are processed through Stripe, Inc.

3.2 Payment Methods

The Client must maintain a valid payment method on file. Accepted methods include major credit cards, debit cards, and other Stripe-supported methods.

3.3 Failed Payments

• Stripe retries failed charges up to 4 times over 3 weeks.
• Pyrallax will notify the Client after the first failure.
• Services may be suspended after all retry attempts fail.

3.4 Late Payments

Accounts exceeding 30 days past due may be subject to service suspension, a late fee of $15.00 per month on the outstanding balance (or the maximum permitted by Massachusetts law), and referral to collections for balances exceeding 90 days. The Client is liable for all reasonable collection costs, including attorney fees.

3.5 Price Changes

Price changes are communicated at least 60 days in advance via email. Changes apply at the next renewal following the notice period. The Client may cancel before the change takes effect without penalty.

• Request must be in writing to hello@pyrallax.com within 30 days.
• Applies only to the first monthly payment, not subsequent months.
• Setup fees (Pro) are non-refundable after development has commenced. Refundable in full if requested before development begins.
• Upon refund, all Services terminate, the Website goes offline, and any registered domain is retained by Pyrallax.
• Available to new Clients only. Not available for returning Clients or tier changes.
• Refunds processed within 10 business days to the original payment method.

5.1 Registration

• Domains are registered through Pyrallax's registrar account and remain under Pyrallax's administrative control during the active subscription.
• Annual registration fees are included in the monthly subscription.
• WHOIS privacy protection is used where available.

5.2 Selection

Pyrallax will work with the Client to select an appropriate domain. Pyrallax does not guarantee availability of any specific name. The Client is responsible for ensuring the domain does not infringe on third-party trademarks.

5.3 Transfer on Termination

• Upon termination and payment of all outstanding balances, the Client may request a domain transfer.
• Requests must be made within 90 days of termination.
• Transfers are initiated within 14 business days of a valid request.
• Domains will not be transferred while balances remain outstanding.
• If no transfer is requested within 90 days, Pyrallax may allow the registration to lapse or retain the domain.

5.4 Disputes

Domain disputes are resolved in accordance with ICANN's Uniform Domain Name Dispute Resolution Policy (UDRP) and the dispute provisions of this Agreement.

6.1 Client Content

The Client retains ownership of all Client Content. The Client grants Pyrallax a non-exclusive, royalty-free license to use Client Content solely for performing the Services. This license terminates upon service termination.

6.2 Pyrallax Deliverables

• All Deliverables are the intellectual property of Pyrallax.
• The Client receives a non-exclusive, non-transferable license to use the Deliverables during the active subscription.
• This license terminates upon service termination unless a buyout is arranged.
• The Client may not copy, reproduce, distribute, sublicense, sell, or create derivative works from the Deliverables without written consent.

6.3 Portfolio Rights

Pyrallax may display the Client's Website in its portfolio and marketing materials. The Client may opt out by written notice; removal occurs within 14 business days. This right survives termination.

6.4 Website Buyout

Upon or after termination, the Client may purchase full ownership of the Deliverables. The buyout fee is determined by scope and complexity. Upon payment (including all outstanding balances), Pyrallax transfers files and assigns IP rights. Pyrallax retains rights to reuse general design patterns and code libraries not unique to the Client.

6.5 Third-Party Materials

The Website may use open-source software, stock images, fonts, and code libraries subject to their respective licenses. Pyrallax ensures all materials are properly licensed for commercial use.

7.1 Content and Information

• Provide all necessary information and content in a timely manner.
• Ensure all Client Content is accurate and does not infringe on third-party rights.
• Obtain necessary permissions for all provided content.
• Promptly notify Pyrallax of changes to business information.

7.2 Communication

• Respond to communications within 5 business days.
• Designate a single authorized point of contact.
• Provide feedback within 10 business days. Failure to do so constitutes approval.

7.3 Acceptable Use

The Website shall not be used for unlawful activity, IP infringement, malware distribution, spam or phishing, defamatory or hateful content, unauthorized data collection, misrepresentation of the business, or violation of any applicable laws. Violation may result in immediate termination without refund.

7.4 Account Credentials

The Client is responsible for accuracy and authorization of shared credentials. Credentials should be changed within 7 days of termination. Pyrallax deletes stored credentials within 7 days of termination.

8.1 Term

This Agreement is month-to-month, commencing on the Effective Date, until terminated by either party.

8.2 Termination by Client

• Cancel anytime via written email to hello@pyrallax.com.
• Effective at the end of the current Subscription Period.
• No partial refunds for unused time.
• Outstanding balances remain due.

8.3 Suspension by Pyrallax

• Non-Payment: 7 days written notice before suspension.
• Acceptable Use Violation: Immediate suspension pending investigation.
• Legal Compliance: If required by law or court order.

Services restore promptly upon resolution.

8.4 Termination by Pyrallax

• Accounts unpaid 60+ days: 14 days written notice.
• Illegal activity: immediate, without notice.
• Material breach of acceptable use: immediate, without notice.
• For any other reason: 30 days written notice with transition assistance.

8.5 Effects of Termination

• Website taken offline within 30 days.
• Files retained 30 days for data export or buyout, then permanently deleted.
• License to Deliverables terminates immediately unless buyout is arranged.
• Domain transfer governed by Section 5.3.
• Google Analytics data remains in the Client's Google account.
• Credentials deleted within 7 days.
• Sections 6, 9, 10, 11, 13, 14, and 15 survive termination.

9.1 Disclaimer of Warranties

The Services are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

Pyrallax does not warrant uninterrupted availability, error-free operation, specific business outcomes, specific search engine rankings, or continued operation of third-party services.

9.2 Limitation of Damages

To the maximum extent permitted by law, Pyrallax shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including damages for loss of profits, goodwill, revenue, data, or business opportunities, regardless of cause of action or theory of liability.

Pyrallax's total aggregate liability for all claims shall not exceed the total amount paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.

9.3 Specific Exclusions

Pyrallax is not liable for: loss from website downtime; search algorithm changes; third-party platform actions; data loss from third-party failures; negative reviews or reputational harm; third-party security breaches; inaccurate information from Client's failure to update; Client's failure to maintain backups; or business losses during suspension for non-payment.

9.4 Essential Purpose

The Client acknowledges that the fees reflect the allocation of risk in this Agreement and that Pyrallax would not enter into this Agreement without these limitations.

10.1 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless Pyrallax from all claims, damages, losses, liabilities, costs, and expenses (including attorney fees) arising from: infringing Client Content; inaccurate or fraudulent information; violation of laws; breach of this Agreement; End User claims regarding the Client's products or services; and failure to comply with privacy laws regarding End User data.

10.2 Pyrallax Indemnification

Pyrallax indemnifies the Client from claims arising directly from Pyrallax's willful misconduct or gross negligence, provided the Client promptly notifies Pyrallax and allows Pyrallax to control the defense.

11.1 Informal Resolution

The parties agree to attempt informal resolution for at least 30 days before pursuing other remedies.

11.2 Mediation

If unresolved informally, either party may submit to non-binding mediation in Suffolk County, Massachusetts. Costs are shared equally.

11.3 Litigation

If mediation fails, disputes are resolved in the courts of Suffolk County, Massachusetts. Both parties consent to exclusive jurisdiction.

11.4 Small Claims

Either party may bring actions in small claims court if within jurisdictional limits.

11.5 Prevailing Party

The prevailing party is entitled to recover reasonable attorney fees and costs.

Pyrallax uses commercially reasonable efforts to maintain availability but does not guarantee specific uptime. Scheduled maintenance occurs during off-peak hours with advance notice.

Neither party is liable for failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, epidemics, power outages, internet disruptions, third-party service outages, cyberattacks, or government actions.

• Both parties keep non-public information received from the other confidential.
• Confidential Information includes business strategies, financial data, customer lists, pricing, and technical configurations.
• Neither party discloses Confidential Information without written consent, except as required by law or necessary to perform Services.
• This obligation survives termination for 2 years.

During the Agreement and for 12 months following termination, the Client agrees not to directly solicit, hire, or engage any Pyrallax employee or contractor for substantially similar services. General public job postings are not restricted.

15.1 Governing Law

Governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law provisions.

15.2 Entire Agreement

This Agreement and the Privacy Policy constitute the entire agreement and supersede all prior agreements, proposals, and communications.

15.3 Severability

If any provision is held invalid, the remaining provisions continue in full force. The invalid provision is modified to the minimum extent necessary.

15.4 Waiver

Failure to enforce any provision is not a waiver of future enforcement. Waivers must be in writing.

15.5 Assignment

The Client may not assign without Pyrallax's consent. Pyrallax may assign in connection with a merger, acquisition, or asset sale, provided the assignee is bound by these Terms.

15.6 Notices

All notices via email. To Pyrallax: hello@pyrallax.com. To Client: the email on file with Stripe. Notice is deemed received upon confirmed delivery.

15.7 Independent Contractor

Pyrallax is an independent contractor. Nothing creates a partnership, joint venture, employment, or agency relationship.

15.8 Amendments

Pyrallax may modify these Terms with 60 days email notice. Continued use constitutes acceptance. The Client may cancel before changes take effect without penalty.

15.9 Electronic Acceptance

Electronic acceptance constitutes a valid, binding agreement equivalent to a handwritten signature, pursuant to the Massachusetts Uniform Electronic Transactions Act (M.G.L. c. 110G) and the federal E-SIGN Act.

For questions about these Terms:

Pyrallax
Boston, Massachusetts 02210
hello@pyrallax.com