Professional Services Terms (“PST”)

The Professional Service Terms (“PST”) apply only to the extent that Customer and Propel execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by Propel for Customer. The PST shall also be subject to the Propel Master Subscription Agreement (the “Agreement”) entered into between the parties. All terms not otherwise defined herein have the meanings given them in the Agreement.

1. PROFESSIONAL SERVICES
   1.1.  Professional Services. Propel will provide such professional services as are specifically described in applicable SOW (“Professional Services”), and Customer will reasonably cooperate with Propel with regard to Professional Services. The requirements of a SOW may be altered only through a change order executed by both Parties. 
   
   1.2. Acceptance. Configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof from Customer or three (3) business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the Deliverable’s material failure to conform to its specifications. In response to rejection, Propel may revise and redeliver the Deliverable, and thereafter the procedures of this Section 1.2 will repeat.
2. FEES & PAYMENT TERMS
   2.1.  Payment. Customer will pay Propel the fees specified in each SOW. Unless the Agreement specifically provides otherwise for Professional Services or the SOW provides otherwise, Customer will pay Propel thirty (30) days from the date of invoice.  
   
   2.2.  Other Expenses. Customer shall reimburse Propel for reasonable expenses incurred in performance of Professional Services so long as Customer has previously approved the expense or range of expenses in question.
3. TERM AND TERMINATION
   3.1.  Term. Each SOW will continue for the term set forth therein, if any.
    
   3.2.  Termination. Unless the SOW provides to the contrary, Customer may terminate a SOW for convenience upon thirty (30) days written notice to Propel. Either Party may terminate a SOW for the other’s material breach of such SOW, including of any related obligations set forth in this PST, on thirty (30) days written notice, provided that if the other Party cures the breach before expiration of such notice period, the SOW will not terminate.
   
   3.3.  Effect of Termination. Upon termination of an SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay Propel such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay Propel the reasonable value of the Professional Services received from Propel up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW or this PST.
   
4. INTELLECTUAL PROPERTY IN DELIVERABLES. Propel owns and retains ownership of all Deliverables, including without limitation preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such a license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the Service during the applicable Subscription Term(s).
   
5. WARRANTY. Propel warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. Propel further warrants that Deliverables will conform to their specifications set forth in the SOW for a period of thirty (30) business days following delivery. Customer’s sole remedy and Propel’s sole liability and responsibility for breach of any warranty in this Section 5 shall be for Propel to re-perform the Professional Services in question, including creation of Deliverables, and Customer’s right to such remedy shall continue until ten (10) business days after delivery of the re-performed Professional Services or Deliverables in question.
6. INTELLECTUAL PROPERTY INDEMNITY. A claim, suit, or proceeding alleging that a Deliverable infringes third party intellectual property rights will be considered a Claim pursuant to Section 8.1 of the Agreement.
7. RELATIONSHIP WITH THE SERVICE & THE AGREEMENT’S MAIN BODY
   7.1.  Service vs. Professional Services. Professional Services are not part of the Service.
   
   7.2.  Construction. The provisions of the Agreement govern SOW’s and the PST. In the event of a conflict between the provisions of the PST and a SOW, the PST will prevail. In the event of a conflict between the provisions of the Agreement and the PST, the Agreement will prevail. Neither Party’s acts or omissions related to Professional Services, to a SOW, or to the PST, including without limitation breach of an SOW or the PST, will give the other Party any rights or remedies not directly related to the SOW in question. Without limiting the generality of the foregoing, Propel’s breach of a SOW or of the PST will not give Customer the right to terminate the Agreement, the right to a refund of fees paid for the Service or of other fees not paid pursuant to such SOW, or the right to damages, specific performance, rescission, restitution, or other contract remedies based on the Parties’ transactions set forth anywhere in the Agreement other than in the applicable SOW, as well as in the PST to the extent applicable to such SOW. Propel’s aggregate liability under the PST and Agreement shall be limited pursuant to Section 9 of the Agreement.
   

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