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Last updated: January 1, 2026
Tixa Inc Effective Date: Jan 01, 2026 | Last Updated: May 28, 2026
This Professional Services Agreement (“PSA”) is entered into by and between Tixa Inc., a California corporation (“Tixa" or “Provider”) and the person or entity placing an order for or accessing the Service (“Customer” or “you”).
This PSA is entered into pursuant to the Terms of Service unless Customer has a written Tixa master services agreement in which case such written Tixa master services agreement will govern (in either case, the "Agreement"). All capitalized terms herein shall have the same definitions as set forth in the Agreement. In the event of a conflict between this PSA and the Agreement, the terms of this PSA will control. In consideration of the terms and conditions set forth below, the parties agree as follows:
Subject to the terms and conditions of this PSA, Tixa will provide Customer with Professional Services (as defined below) as set forth in the applicable statements of work executed by Tixa and Customer (each, a “Statement of Work” or “SOW”). From time to time, the parties may enter into SOWs that specify the general consulting, implementation and/or training services to be provided to Customer hereunder (the “Professional Services”). All Statements of Work shall be deemed part of and subject to this PSA.
Subject to terms and conditions of this PSA and the Agreement, and during Customer’s Subscription Term, Tixa hereby provides Customer with the non-exclusive, worldwide, limited right to use any deliverables and/or training materials delivered by Tixa to Customer as part of the Professional Services (“Deliverables”) solely for Customer’s internal business operations including in connection with its authorized use of the applicable Service.
All electronic and hard copy versions of the training Deliverables may be provided for Customer’s internal training purposes only. Customer is prohibited from:
Important Note: Customer may not record, stream, or otherwise capture any performance or aspect of the training Professional Services. The training Deliverables are not subject to any maintenance, support, or Updates.
If Customer or Tixa requests a change in any of the specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services described in any Statement of Work, the party seeking the change shall propose the applicable changes by written notice. Within five (5) business days of receipt of the written notice, each party’s project leads shall meet to discuss the proposed changes. Tixa will prepare a change order describing the proposed changes to the Statement of Work and the applicable change in Fees and expenses, if any (each, a “Change Order”). Change Orders are not binding unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this PSA.
Additional charges may apply for scope changes, change requests, or delays caused by Customer. Any such changes will be set forth in a Change Order. All charges associated with scope changes, change requests, or delays will be due on receipt of the invoice by the Customer.
Upon prior written approval from the Customer, all travel, meals, and living expenses for all Tixa’s personnel who travel or are supposed to travel in support of the engagement shall be billable at cost and all such expenses shall be the sole responsibility of the Customer. Customer shall be charged for any travel expenses that cannot be canceled or refunded.
All rights, title, and interest in and to the Professional Services (including without limitation all intellectual property rights therein and all modifications, extensions, customizations, scripts, or other derivative works of the same provided or developed by Tixa) and anything developed or delivered by or on behalf of Tixa under this PSA (including without limitation Deliverables and Tools as such terms are defined herein) are owned exclusively by Tixa or its licensors.
Except as provided in this PSA, the rights granted to Customer do not convey any rights in the Professional Services, express or implied, or ownership in the Professional Services or any intellectual property rights thereto. Customer grants Tixa a royalty-free, worldwide, perpetual, irrevocable, transferable right to use, modify, distribute, and incorporate into the Service (without attribution of any kind) any suggestions, enhancement requests, recommendations, proposals, corrections, or other feedback or information provided by Customer or any Users related to the operation or functionality of the Service. Any rights in the Professional Services or Tixa’s intellectual property not expressly granted herein by Tixa are reserved by Tixa.
Notwithstanding any other provision of this PSA:
Tixa warrants that Professional Services will be provided in a professional manner consistent with industry standards. Customer must notify Tixa of any warranty deficiencies within thirty (30) days from performance of the deficient Professional Services.
Tixa DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT Tixa WILL CORRECT ALL PROFESSIONAL SERVICES ERRORS, OR THAT THE PROFESSIONAL SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. Tixa IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE PROFESSIONAL SERVICES THAT ARISE FROM CUSTOMER DATA OR THIRD-PARTY APPLICATIONS OR PROFESSIONAL SERVICES PROVIDED BY THIRD PARTIES.
FOR ANY BREACH OF THE PROFESSIONAL SERVICES WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY AND Tixa’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT PROFESSIONAL SERVICES THAT CAUSED THE BREACH OF WARRANTY.
TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS, OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS PSA), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Tixa AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS PSA OR SOW, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER THE APPLICABLE SOW FOR THE PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY.
This PSA is valid for the SOF or SOW Forms (including SOWs) which reference this PSA. Each SOW shall commence on the date it is last signed, and shall expire upon completion of the project set forth in the applicable SOW, or as otherwise set forth in the applicable SOW. Once signed by both parties, a SOW shall be non-cancellable, except as otherwise explicitly stated in such SOW.
This PSA will terminate automatically when all Estimates/Order Forms and SOWs referencing this PSA are terminated or expired. In addition, in the event that Customer is a party to the Agreement and Customer’s right to use the Service is terminated pursuant to such Agreement, Tixa may terminate this PSA and any SOW hereunder. Upon termination or expiration of this PSA, Customer shall have no rights to continue use of the Professional Services, Deliverables, or Tools.
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