Terms of Service

1) Who we are

These Terms of Service (“Terms”) govern your access to and use of PARRA CONSULTING, doing business as “The Outsources” websites and services.

2) Acceptance

By accessing our site or engaging us for services (the “Services”), you agree to these Terms and our Privacy Policy (/privacy). If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company.

3) Services; Statements of Work

We provide marketing, sales, and operations services. Specific scope, deliverables, timelines, and fees will be defined in one or more Statements of Work (“SOWs”) or order forms. If there is a conflict, the SOW prevails over these Terms only for that SOW.

4) Client responsibilities

You will provide timely access to information, systems, and personnel necessary to perform the Services; designate a decision-maker; and ensure materials you supply do not infringe third-party rights or laws.

5) Fees and payment

Unless otherwise stated in a SOW: (a) fees are invoiced monthly in advance; (b) invoices are due net 15; (c) late amounts may accrue 1.5% per month (or the maximum allowed by law); (d) you are responsible for taxes, excluding our income taxes. We may suspend work for unpaid amounts after notice.

6) Changes and out-of-scope

Requests outside the agreed scope may require a change order and additional fees. We will not begin out-of-scope work without your approval.

7) Term and termination

These Terms apply from your first use or SOW signature and continue until terminated. Either party may terminate for convenience with 30 days’ written notice (unless a SOW states otherwise) or for material breach if not cured within 10 days after notice. Upon termination, you will pay for Services performed and reasonable wind-down costs.

8) Intellectual property

Your materials remain yours. You grant us a non-exclusive license to use them solely to deliver the Services.

Deliverables: Upon full payment, you own the final Deliverables expressly identified in the SOW (e.g., copy, assets, reports).

Pre-existing IP & Tools: We retain all rights to our pre-existing materials, know-how, methodologies, templates, code, and tools used to deliver the Services. We grant you a non-exclusive, non-transferable license to use them internally with the Deliverables.

You authorize us to reference your name and logo as a client in our marketing (website and decks). You may withdraw this authorization by email; we will remove references within a reasonable time.

9) Confidentiality

Each party will protect the other’s non-public information with the same care it uses for its own (no less than reasonable care) and use it only for the Services. Exceptions apply for information that is public, already known, independently developed, or rightfully obtained from a third party. If legally required to disclose, we may do so after giving notice if permitted.

10) Acceptable use

You will not: (a) use the Services to violate laws; (b) reverse engineer or interfere with our systems; (c) attempt to access data not intended for you; (d) resell our Services without consent; (e) submit unlawful, defamatory, or infringing content.

11) Non-solicitation (optional)

During the engagement and for 6 months after, neither party will solicit for employment the other’s personnel who directly worked on the account, except through general public ads. Hiring is permitted with written consent.

12) Warranties and disclaimers

We warrant we will perform the Services in a professional and workmanlike manner. EXCEPT AS STATED, THE SERVICES AND SITE ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, including fitness for a particular purpose or non-infringement. We do not guarantee specific business outcomes (e.g., revenue, rankings, ad performance).

13) Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE; and
(b) EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS IS CAPPED AT THE FEES PAID OR PAYABLE TO US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR USD $1,000, WHICHEVER IS GREATER.

These limits do not apply to payment obligations, misuse of a party’s IP, or breach of confidentiality.

14) Indemnification

You will indemnify and defend us against third-party claims arising from: (i) your content or instructions; (ii) your breach of these Terms or law; or (iii) your misuse of the Services. We will indemnify you for claims that our pre-existing IP used in the Services directly infringes a U.S. IP right, except to the extent caused by your content or modifications.

15) Compliance & privacy

Each party will comply with applicable laws. Our collection and use of personal information is described in our Privacy Policy (/privacy). See also “Do Not Sell or Share” controls at /do-not-sell.

16) Arbitration; class-action waiver; governing law

These Terms are governed by the laws of the State of Oklahoma, without regard to conflict-of-laws rules. Any dispute will be resolved by binding arbitration administered by JAMS or AAA (party initiating chooses) under its commercial rules, by one arbitrator, seated in Tulsa County, Oklahoma, in English. CLASS ACTIONS ARE WAIVED—claims must be brought individually. Either party may seek temporary injunctive relief in a court of competent jurisdiction to protect IP or confidential information.

17) Force majeure

Neither party is liable for delays or failures caused by events beyond reasonable control (e.g., internet outages, labor disputes, government actions, war, epidemics), provided it uses reasonable efforts and resumes performance promptly.

18) Notices

Notices must be in writing and sent to the addresses above or to legal@theoutsources.com. Email is sufficient for routine communications; notices of breach, indemnification, or arbitration must be sent by recognized courier or certified mail (with copy by email).

19) Assignment

You may not assign these Terms without our consent, except to a successor in a merger, acquisition, or sale of substantially all assets. We may assign to an affiliate or in connection with a corporate transaction.

20) Entire agreement; order of precedence; updates

These Terms plus the applicable SOW(s) are the entire agreement and supersede prior discussions. We may update these Terms; the updated version will be posted with a new effective date. For active SOWs, material changes will apply on renewal or with your consent.

21) Severability; no waiver

If a provision is unenforceable, it will be modified to the minimum extent necessary; the rest remains in effect. Failure to enforce is not a waiver.

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