This Professional Services Agreement (“PS Agreement”) is entered into to be effective as of the date indicated in the associated Order Form(“Effective Date”) between iOffice LP., together with its wholly owned subsidiaries: Hippo Facility Management Technologies, Inc., Teem Technologies, LLC, and ManagerPlus Solutions, LP (“Company”), and the customer identified in the associated Order Formor applicable SOW(“Customer”) (together the “Parties”). Capitalized terms not defined in this Agreement will have the meaning provided in the Order Form. Upon execution of the Order Form on the Effective Date, Company and Customer hereby agree as follows:

  1. Scope of Services. Company will provide Customer with the Professional Services and/or Training that are set forth in the applicable Order Form or Statements of Work (“SOW”) executed from time to time by Company and Customer. Each SOWwill include, at a minimum: (a) a description of the Professional Services and Training deliverables to be provided to Customer (“Deliverable”); (b) the scope of Professional Services; and (c) the applicable fees for such Professional Services. All SOWs shall be deemed part of and subject to this PS Agreement. 

  2. Scope Changes. If Customer 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, then Customer will propose the applicable changes by written notice. After receipt of the proposed change, each party’s project leads shall meet within a reasonable time, either in person or via telephone conference, to discuss and agree upon the proposed changes. Company will prepare a change order (“Change Order”) describing the proposed changes to the SOW and the applicable fees and expenses, if any. Change Orders are not binding unless and until they are executed by the Parties. Executed Change Orders shall then become a part of the SOWand subject to this PS Agreement. 

  3. Project Materials. Company shall own all rights, title and interest in and to the Deliverables (excluding any Customer Confidential Information provided to Company for its provisioning of Professional Services), and related intellectual property rights. Company shall have the right to use any such Customer Confidential Information solely for the purpose of providing the Professional Services to Customer. Deliverables are Company’sConfidential Information and Customer may not reverse engineer, decompile, disassemble, translate, copy, reproduce, display, publish, create derivative works of, assign, sell, lease, rent, license, sublicense or grant a security interest in all or any portion of the Deliverables. Subject to terms and conditions of this PS Agreement, and during the term hereof, Company hereby grants to Customer a limited, non-exclusive, non-transferable, terminable license to use the Deliverables solely for Customer’s internal operations in connection with its authorized use of the applicable Service. 

  4. Retention of Rights. Notwithstanding any other provision of this PS Agreement: (i) nothing herein shall be construed to assign or transfer any intellectual property rights in the proprietary tools, libraries, know-how, techniques and expertise (“Tools”) used by Company to develop the Deliverables, and to the extent such Tools are delivered with or as part of the Deliverables, they are licensed, not assigned, to Customer, on the same terms as the Deliverables or as otherwise agreed by Customer; and (ii) the term “Deliverables” shall not include the Tools. All Tools shall be considered Company Confidential Information. 

  5. Professional Services Warranty. 
    1. Professional Services Warranty. Company warrants that: (i) Company and each of Company’s employees (consultants and subcontractors, if any), that provide and perform Professional Services has the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Professional Services in accordance with any applicable SOW; and (ii) the Professional Services will be performed for and delivered to Customer in a good, diligent, workmanlike manner in accordance with industry standards. Company’s ability to successfully perform hereunder is dependent upon Customer’s provision of timely information, access to resources, and participation. If through no fault or delay of Customer the Professional Services do not conform to the foregoing warranty, and Customer notifies Company within thirty (30) days of Company’s delivery of the Professional Services, Customer may require Company to re-perform the non-conforming portions of the Professional Services. 

    2. Disclaimer of Implied Warranties. THE FOREGOING PROFESSIONAL SERVICE WARRANTIES SETS FORTH THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES RELATED TO THE PROFESSIONAL SERVICES, DELIVERABLES, AND TOOLS UNDER THIS PS AGREEMENT. COMPANY EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE AND NON-INFRINGEMENT. EXCEPT FOR THE FOREGOING PROFESSIONAL SERVICES WARRANTIES, THE PROFESSIONAL SERVICES, DELIVERABLES AND TOOLS ARE PROVIDED TO CUSTOMER ARE ON AN “AS IS” AND “AS AVAILABLE” BASIS. 

  6. Training. 
    1. Training Deliverables. If printed materials are required by Customer, then Customer is solely responsible for any printing, shipping and copying charges. All electronic and hard copy versions of the training Deliverables are provided for Customer’s internal training purposes only. Customer is prohibited from: (i) modifying the training Deliverables, unless otherwise authorized in writing by Company; (ii) utilizing the training deliverables to replicate or attempt to perform the training, unless otherwise authorized in writing by Company or set forth in an applicable SOW; and(iii) reselling or sublicensing any training Deliverables. Customer may not record, stream or otherwise capture any performance or aspect of the training unless Company provides prior written consent. Training Deliverables are not subject to any maintenance, support or updates. 

    2. Access to Demo Account. Company may provide Customer’s employees (“Training Users”) with temporary and limited access to the CompanySoftware as a Service (the “Service”) solely for such Training Users’ non-commercial use and receipt of training hereunder (“Demo Account”). Use of the Demo Account will be permitted for training purposes only and will not be accessible for implementation. Company has no obligation to provide any maintenance, support or updates with respect to Customer’s use of a Demo Account. 

  7. Term and Termination. 
    1. Term. This PS Agreement shall commence on the Effective Date and continue for the period on time indicated in the Order Form referencing Professional Services (or any applicable SOW), unless earlier terminated as provided herein. Each SOW shall commence on its effective date and thereafter expire on completion of the project set forth in each respective SOW. 

    2. Termination. This PS Agreement shall automatically terminate: (i) upon expiration of the term, (ii)when the Subscription Agreement associated with the Services terminates, or (iii) when all SOWs and agreements referencing this PS Agreement are terminated or have expired. Additionally, either party may terminate this PS Agreement for convenience upon written notice in the event there are no active SOWs. Upon termination or expiration of this PS Agreement, Customer shall have no rights to continue use of the Deliverables and Tools. 

  8. Fees, Payment and Taxes. 
    1. Fees. All fees are non-refundable, except as otherwise explicitly stated in the applicable Order Form. 

    2. Payment. All fees payable are due within 30 days from the invoice date unless otherwise specified in Order Form. 

    3. Taxes. Company fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes ("Taxes"). Customer is responsible for paying all Taxes, excluding only taxes based on Company's net income. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. 

  9. Insurance. Company shall, at its expense, during the entire Term of this Agreement and at all times while it has any obligations remaining under this Agreement, keep in full force and effect policies of insurance meeting or exceeding the specifications set forth below with respect to the performance of its obligations under this Agreement: (i) Commercial general liability or equivalent insurance with a combined single limit of not less than$1,000,000 per occurrence and $2,000,000 in the aggregate, such insurance shall include but not be limited to products/completed operations liability, blanket contractual liability, personal injury liability and broad form property damage. Such insurance shall be (1) primary for all purposes and (2) contain standard cross liability provisions, (ii) Worker’s compensation insurance with statutory limits, and employer’s liability insurance with limits not less than$500,000, (iii) Professional Liability/Errors and omissions liability insurance a professional liability insurance policy and a privacy and network security liability insurance policy, either combined or separate with limits not less than $2,000,000 per occurrence and $5,000,000 in the aggregate; covering liability and defense costs arising out of the acts, errors or omissions, of Company and its agents, contractors and employees, the failures and errors of any products provided by Company, or the failure of Company to protect the security of any computer or other electronic network. 

  10. Mutual Confidentiality. For purposes of this PS Agreement, “Confidential Information” means: (a) the terms of this Agreement, (b) the pricing and other terms reflected in the SOW and Order Form, and (c) any commercial, financial, marketing, business, technical or other data, security measures and procedures, know-how or other information disclosed for the purposes arising out of or in connection with this PS Agreement or a SOW. Confidential Information also includes all non-public information disclosed by a party (“Discloser”) to the other party (“Recipient”), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Professional Services Agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this Professional Services Agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this Professional Services Agreement. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order. 

  11. Limitations of Liability for Professional Services. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE APPLICABLE SOW FOR ANY LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, RELIANCE, OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE APPLICABLE SOW, THE MAXIMUM LIABILITY OF COMPANY AND ITS AFFILIATES ARISING OUT OFOR IN CONNECTION WITH THIS AGREEMENT OR THE APPLICABLE SOW WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL BE THE AMOUNT PAID BY CUSTOMER FOR SUCH PROFESSIONAL SERVICES UNDER THE APPLICABLE SOW. 

  12. General Provisions
    1. Subcontracting. Company reserves the right to use third parties (who are under a covenant of confidentiality with Company), including, but not limited to, offshore subcontractors to assist with the Professional Services, including, without limitation, any data migration, configuration, implementation and custom code development processes. 

    2. Independent Contractor. Company’s relationship with Customer pursuant to this PS Agreement will be that of an independent contractor. Neither party will have any authority to bind the other, to assume or create any obligation, to enter into any agreements, or to make any warranties or representations on behalf of the other. Nothing in this PS Agreement shall be deemed to create any agency, partnership or joint venture relationship between the parties. Each party is solely responsible for all of its employees and agents and its labor cost and expenses and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of each party’s activities or those of its employees or agents in the performance of this PS Agreement. 

    3. Integration and Amendment. This Agreement incorporates by this reference the applicable Terms of Service, Service Level Agreement, Data Policy, and any associated Exhibits, Estimate and Order Forms (as applicable) (together the “Agreement”). The foregoing Agreement(s) constitute the entire understanding between the Parties, and accordingly the Parties (i) expressly disclaim any reliance on any and all prior discussions, emails, or RFP’s concerning the subject matter hereof and (ii) acknowledge there are no verbal agreements, representations, or warranties between the Parties. The Agreement shall not be modified, or amended, except in writing and signed (including electronically) by the Parties. Customer acknowledges that execution by “click through agreements” is an acceptable form of acknowledgement and the delivery and acknowledgment by electronic means (e.g., electronic signature or click through agreements) are acceptable to the Parties. 

    4. Notices. Customer’s email address for communication and notice purposes relating to this PS Agreement shall be set forth on the applicable Order Form or SOW (or subsequent email addresses as advised by Customer). Customer agrees to accept emails from Company at the above email address. In addition, Company may rely and act on all information, authorizations and instructions provided to Company from an email address specified by Customer. 

    5. Force Majeure. Neither party shall be liable for any loss or delay (including failure to meet the service level commitment) resulting form any force majeure event, including, but not limited to, acts of God, fire natural disaster, terrorism, labor stoppage, internet service provider failures or delays, civil unrest, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Professional Services shall be extended to the extent of any delay resulting from any force majeure event. 

    6. Execution Representations. The Parties acknowledge that they have read this agreement, understand it and agree to be bound by its terms, and the person signing on behalf of each party represents that the person has been authorized to do so. This PS Agreement will be legally binding on Customer upon execution of an applicable SOW or Order Form pertaining to professional services or training.

Customer’s signature constitutes Customer’s agreement to the PS Agreement, applicable SOW, and Company Terms of Service, (together the “Agreements”) that governs the Products and Services described in the Order Form. Any capitalized terms not defined in this PS Agreement shall have the meaning provided in the Agreements.

CUSTOMER

By: _____________________________ 
Printed Name: __________________________ 
Title: ___________________________ 
Date: ___________________________

 

COMPANY

By: _____________________________ 
Printed Name: __________________________ 
Title: ___________________________ 
Date: ___________________________