Professional Service Terms
Effective: November 2022
These Professional Service Terms are made under and subject to all of the terms and conditions of the General Terms, between Join Inc., a Delaware corporation (“Company”) and you (the “Agreement”). Any capitalized terms used herein but not defined have the meaning assigned to them in the Agreement.
1. Generally. These Professional Services Terms apply in the event the parties have agreed to Company’s provision of Professional Services. The details of such Professional Services will be set out in the Order Form or a mutually executed SOW that will include: (a) a description of the Professional Services; (b) the schedule for the performance of the Professional Services; and (c) the fees applicable for the performance of Professional Services. Each SOW, as applicable, will incorporate the terms and conditions of this Agreement. To the extent that a conflict arises between the terms and conditions of a SOW and the terms of this Agreement, the terms and conditions of this Agreement will govern, except to the extent that the SOW, as applicable, expressly states that it supersedes specific language in this Agreement.
2. Customer Assistance. If the Professional Services are to be provided on Customer’s premises: (a) Customer shall provide safe and adequate space, power, network connections, and other resources as required by Company; (b) Customer will provide such of its personnel as required for Company to provide the Professional Services; and (c) Company will adhere to Customer’s established written guidelines, which shall be provided to Company, concerning on-site visits by contractors and the use of Customer’s resources. The contact for Customer shall provide Company all assistance and guidance necessary for the performance of the Professional Services. Customer acknowledges that in order to perform the Professional Services, Company may be required to have access to certain materials of Customer or Customer’s suppliers (“Customer Material”). Customer grants to Company the right to use Customer Material as required for Company’s performance of the Professional Services.
3. Work Product. Except with respect to any limited usage rights expressly granted to Customer by Company in the Order Form or the applicable SOW, Company will own all right, title, and interest in and to any work product resulting from the performance of the Professional Services.
4. No Restriction on Third Party Engagements. During the Term and thereafter, Company may accept work and perform services for, enter into a contract with, or accept and perform any obligation from any third party.
5. Limited Warranties. Company represents and guarantees that it will provide Professional Services in a professional and workmanlike manner substantially consistent with general industry standards. Provided that Customer notifies Company in writing of the breach within thirty (30) days following performance of the defective Professional Services, specifying the breach in reasonable detail, Company will, as Customer’s sole and exclusive remedy, for any breach of the foregoing, reperform the Professional Services which gave rise to the breach or, at Company’s option, refund the fees paid by Customer for the Professional Services which gave rise to the breach. Provided that Customer notifies Company in writing of any breach of the foregoing warranty during the Term, Company will, as Customer’s sole and exclusive remedy, provide the support pursuant to the Support Policy. THE LIMITED WARRANTY SET FORTH IN SECTION 5 IS MADE FOR THE BENEFIT OF CUSTOMER ONLY.