Professional Services Terms

This Professional Services Terms (“Professional Services Addendum”) to our Enterprise Terms and Conditions (as set forth at /legal/enterprise-terms), or to any other agreement Customer has entered into with Edgenivo, Inc. (”Edgenivo”) governing the provision of Edgenivo’s cloud-based platform or software services to Customer (collectively, the “Terms”) is made by and between Edgenivo and the company or other legal entity signing an Order Form that references this Addendum (“Customer”), applies to Professional Services, and is effective as of the date that you accept an Order Form for Professional Services (“Addendum Effective Date”). Except as set forth below, all other terms and conditions of the Terms shall remain in full force and effect. If any terms of this Addendum conflict with, or are in addition to, the terms of the Terms, the conflicting or additional terms in this Addendum shall control with respect to the Professional Services.

1. Professional Services. Edgenivo will provide the Professional Services purchased pursuant to an Order Form, as described further on the pricing page.

2. Fees. Fees for Professional Services shall be billed on a fixed-fee basis, and paid in advance within the timeframe set forth on the Order Form from the invoice date. Fees for Professional Services are non-refundable.

3. Intellectual Property Rights.

   1. During the course of providing the Professional Services, unless otherwise set forth on a Statement of Work, Edgenivo may provide a report and recommendations (“Deliverables”). You are granted a personal, non-sublicensable, nonexclusive, nontransferable, limited license, to use the Deliverables for your internal business purposes in connection with your authorized use of the Services.

   2. Any materials or information that you own or license from a third party and provide to Edgenivo for the purposes of Professional Services are “Your Content.” If you choose to provide access to Your Content to Edgenivo, then you agree that you have adequate rights and permissions to do so.

4. Acceptance. The Deliverables will be deemed accepted upon receipt.

5. Scope. Unless otherwise agreed in writing, Customer acknowledges and agrees that the Professional Services are advisory and consulting services only. The Professional Services do not include:

   1. Travel by Edgenivo’s Personnel;
   2. Delivery of production or non-production code;
   3. Provisioning of Third-Party Services; or
   4. Any other services not set forth [on the pricing page] or an Order Form.

   Customer may submit a change request to Edgenivo to modify the scope of the Professional Services, which shall be accepted or rejected by Edgenivo in its sole discretion. Any modification must be set forth on an Order Form signed by both parties. Customer acknowledges and agrees that modification may impact the delivery timeline, Fees, and staffing of any Professional Services.

6. Customer Responsibilities. Customer is solely responsible for testing, deploying, maintaining, and supporting any Deliverables or Third-Party Services. Customer shall, and Edgenivo shall have no responsibility or liability from Customer’s failure to, provide or obtain in a timely manner the following as necessary to perform Professional Services:

   1. A primary point of contact for communication and escalation by Edgenivo Personnel;
   2. Read-only access to code repositories; and
   3. Access to internal systems and documentation and Customer’s personnel.

7. Edgenivo Representations and Warranties. Edgenivo represents and warrants that all Professional Services will be provided with the degree of skill and care that is required by current, good, and sound professional or industry procedures and practices, and in conformance with generally accepted professional procedures and industry standards prevailing at the time the Professional Services are provided. Your sole and exclusive remedy and Edgenivo’s sole and exclusive liability for a breach of this warranty will be for Edgenivo to re-perform the Professional Services and you must have notified Edgenivo of the breach within ten (10) days of performance of the applicable Professional Services.

8. Edgenivo Personnel. Edgenivo employees or individual contractors engaged to perform Professional Services (“Personnel”) are solely Edgenivo’s employees or subcontractors, as applicable, and will not be deemed Customer’s employees. All costs and expenses associated with providing Edgenivo Personnel are included in the Fees. Edgenivo is solely responsible for paying wages and other compensation, benefits, all employer and withholding taxes, and workers compensation coverage for Edgenivo Personnel. Edgenivo is also solely responsible for all associated staffing costs including training, equipment, and recruiting. Edgenivo will ensure that Edgenivo Personnel are appropriately vetted to the extent that the required information is available in the relevant country, including criminal background checks to the extent permitted by applicable law, and the appropriate references are taken, and that no individual who does not meet the standards required by this Section is involved in providing the Professional Services.