Last updated: June 7, 2024

The following Professional Services Addendum (the “PSA”) relates to the applicable CaptivateIQ agreement (the “Agreement”) and the provision of Professional Services (defined in the Agreement) to Customers. Any other capitalized terms used but not defined in this PSA will have the meanings given to them in the Agreement.

1. PROFESSIONAL SERVICES. CaptivateIQ will provide the Professional Services to Customer in accordance with the Order or SOW entered into under this PSA. Each Customer will be provided with Basic Support unless Customer chooses to purchase the Premier Support or Elite Support offerings all of which are described below.

‍2. TERM & TERMINATION. CaptivateIQ’s provision of Professional Services will be provided for in accordance with the term specified in the applicable Order or SOW. Notwithstanding anything to the contrary in the Customer’s applicable Agreement, the Professional Services will automatically renew in increments of a Renewal Term, unless either party notifies the other in writing of its intention to terminate the applicable Order or SOW at least 30 days prior to the end of the Initial Term or the then current Renewal term. CaptivateIQ will have no obligation to provide any Professional Services to Customer after termination or expiration of the applicable Order or SOW or the Agreement. In the event of such termination, Customer will not be entitled to any refund or credit for any Fees previously paid.

3. FEES.

1. Payment. Customer will be invoiced and will pay CaptivateIQ the Fees in accordance with the terms in the applicable Order or SOW. 
2. Expenses. Customer will be invoiced for any expenses associated with providing Professional Services. 

4. CUSTOMER OBLIGATIONS.

1. Documentation & Meeting Time. Customer must provide any supporting documentation and sufficient time to meet with CaptivateIQ to ensure that CaptivateIQ has adequate knowledge to perform the agreed upon Professional Services. 
2. Accuracy & Timeliness. Customer is responsible for the: (i) accuracy and timeliness of the information and data provided to CaptivateIQ; and (ii) reviewing and validating the completeness and accuracy of any of Customer’s imported data.  
3. Customer Representative. CaptivateIQ will assume that any request by an individual representative of Customer for CaptivateIQ to perform Professional Services within the scope of this PSA, will be deemed to have been approved by Customer for CaptivateIQ to perform such Professional Services.

5. LICENSE GRANT. Subject to the terms of this PSA, CaptivateIQ grants Customer a worldwide, limited, non-exclusive, non-transferable, royalty free license to use, install, display, perform, reproduce a reasonable number of copies of, and distribute internally any deliverables provided in the course of performing Professional Services under this PSA, solely for Customer’s own internal business operations and solely in connection with Customer’s authorized use of the Services. 

6. OWNERSHIP AND RETENTION OF RIGHTS. Except for the license granted under Section 5 (License Grant) of this PSA, CaptivateIQ retains ownership of and the right to use and apply in the performance of Professional Services for third parties, the templates, generalized knowledge, experience, skills, methods, techniques, and know-how of its personnel used in the performance of the Professional Services and the preparation of any deliverable provided thereunder, as well as any rights in any materials or other deliverables CaptivateIQ provides to Customer under this PSA; except that, any of Customer’s Confidential Information or pre-existing materials that are included in any Professional Services or deliverable provided thereunder will remain Customer’s sole property.

7. SUBCONTRACTORS. Customer agrees that CaptivateIQ may engage subcontractors to deliver certain Professional Services under this PSA. CaptivateIQ will remain fully responsible for the delivery of the Professional Services as described in this PSA. 

8. REMEDIES. CaptivateIQ’s entire liability and Customer’s sole remedy for CaptivateIQ’s failure to provide Professional Services that conform with the terms of the applicable Order, SOW, and this PSA will be for CaptivateIQ to at its option: (i) use commercially reasonable efforts to re-provide the Professional Services; or (ii) terminate the applicable offering under the applicable Order or SOW and refund any applicable Fees received for the nonconforming Professional Services.

9. LIMITATION OF LIABILITY. 

1. EXCLUSION OF DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, CUSTOMER AGREES CAPTIVATEIQ WILL NOT BE LIABLE FOR ANY LOSS OR CORRUPTION OF DATA, LOSS OF PROFITS, LOSS OF OPERATION TIME, GOODWILL, OR OTHER SPECIAL, INCIDENTAL CONSEQUENTIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGES SUFFERED BY CUSTOMER RESULTING FROM THIS PSA. 
2. LIABILITY LIMITS. CAPTIVATEIQ’S MAXIMUM AGGREGATE LIABILITY, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED FEES PAID BY CUSTOMER FOR PROFESSIONAL SERVICES RENDERED UNDER THIS PSA.

10. MISCELLANEOUS.

1. Modifications. CaptivateIQ may update this PSA and will notify Customer of any changes by posting the new PSA at www.captivateiq.com/professional-services-addendum and updating the "Last Updated" date. CaptivateIQ will notify Customer of material changes by sending an email to the contact's address in the applicable Order and such changes will be effective 30 calendar days following the notification, except to the extent the changes are required by applicable laws, rules, or regulations, in which case they will be effective immediately. Continued use of the Services and receipt of any Professional Services following such changes will indicate Customer’s acknowledgement of such changes and agreement to be bound by the updated version of this PSA.
2. Language. All Professional Services provided by CaptivateIQ under this PSA will be provided in English.
3. Order of Agreement. If there is a conflict between the terms of this PSA, the terms of the Agreement, an Order, or a SOW, the precedence will be resolved in the following order: (i) the terms of this PSA; (ii) the terms of the applicable Order; (iii) the terms of the applicable SOW; and (iv) the terms of the Agreement.