Professional Services Product Attachment

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This document is an addendum to the Agreement (as defined below) or a Product Attachment to the extent that the Agreement makes reference to Product Attachments and is referred to herein as a Product Attachment. This Product Attachment is entered into by Client and Firstup and is subject to and incorporates by reference the provisions of the Agreement. This Product Attachment is effective as of the same date on which the Schedule to which this Product Attachment is referenced is effective. Any capitalized terms not defined herein have the meanings ascribed to them in the Agreement.

1. DEFINITIONS.

The following defined terms have the meanings set forth herein and may be used in Client’s ordering document or in online descriptions of Firstup’s product or services.

a. “Agreement” means the underlying subscription agreement entered into by and between Firstup and Client pursuant to which Client has licensed the Platform and includes the “General Terms” and the “Platform Product Attachment” to the extent that the Agreement makes reference to them.

b. “Client” means, if not identified as “Client” in the Agreement, “Customer” or similar designation.

c. “Firstup” means Firstup, Inc., together with its affiliated entities, including Dynamic Signal, Inc.

d. “Non-Employee Providers” means third party service providers or contractors.

e. “Platform” means (i) the software as a service which is hosted by Firstup (“Firstup Platform”) or Dynamic Signal, Inc. (“Dynamic Platform”), as applicable, or its hosting providers and which is accessed by Client and its Users via the internet, including mobile applications; and (ii) associated services, as more fully described in the applicable Schedule.

f. “Professional Services” means the implementation, configuration, integration, and deployment of the Platform, project management, and/or other consulting services, including, without limitation, certain services provided under a service package (that may be referred to as a “Success Plan”), which may include professional service hours (that may be referred to as “CX Hours” or “Value Credits”).

g. “Project Plan” means a plan that defines the Deliverables, including management of each party’s tasks, timing, and key dependencies across the different stages of the Project Plan.

h. “Schedule” means ordering document/order form.

2. PROFESSIONAL SERVICES.

Firstup will provide the Professional Services (as specified in the applicable Schedule) for Client’s business purposes and in connection with Client’s use of the Platform. Firstup will provide the Professional Services in a professional and workmanlike manner. For the avoidance of doubt, this Product Attachment is limited to Professional Services and does not convey any right to use the Platform. 

3. COOPERATION.

Client will cooperate reasonably and in good faith with Firstup in its performance of the Professional Services by, without limitation:

(a) timely responding to Firstup’s inquiries related to the Professional Services;

(b) providing complete, accurate and timely information, data and feedback, and access to appropriate personnel and resources, all as reasonably required to enable Firstup to perform its obligations under the applicable Schedule;

(c) actively participating in any scheduled project meetings, including identifying and inviting appropriate Client stakeholders to attend and participate in such project meetings;

(d) if applicable, cooperating with Firstup in the creation and management of a Project Plan. The Project Plan is deemed accepted five (5) business days after delivery to Client if no written response is received from Client;

(e) Client must fulfill all Client tasks listed within the Project Plan, if applicable, according to their defined due dates. Client acknowledges that tasks completed after their due dates may result in a change of delivery dates and/or may cause delays in completion of the Project Plan.

(f) Client will promptly notify Firstup of any changes to be made by Client to the technical setup that may delay or disrupt the Professional Services.

(g) Client acknowledges and agrees as follows:

i. Any delays in the provision of Professional Services arising out of or from Client’s failure to perform its foregoing obligations may result in additional applicable charges for resource time.

ii. All requests for additional services, deliverables, or revisions beyond the scope outlined in the applicable Schedule must be made by Client in writing to Firstup. Firstup will inform Client of any impact to the scope of work, cost, and timeline defined in the applicable Schedule. If the Client decides to proceed with the additional or changed scope, the parties will enter into a new Schedule (which may be in the form of a change order).

iii. All Professional Services and related Deliverables will be in English unless otherwise agreed in writing.

iv. No Professional Services will be performed during U.S. Federal public holidays or Firstup holidays.

v. Notwithstanding anything to the contrary in the Agreement, Firstup, in its sole discretion, will identify and determine the resources to fulfill its Professional Services obligation in the applicable Schedule. Client acknowledges that Non-Employee Providers may be used to provide the Professional Services, and Client consents to allow such Non-Employee Providers’ access to the Platform or Client’s systems as necessary for purposes of providing the Professional Services. All Non-Employee Providers will be subject to contractual obligations no less protective of Client than those set forth in the Agreement. Firstup will be responsible and liable for the compliance of any such Non-Employee Provider with the terms and conditions of the Agreement.

vi. No work made for hire is or will be created by Firstup as part of Professional Services.

4. TRAVEL AND OUT OF POCKET EXPENSES.

For pre-approved travel, Client will reimburse Firstup for reasonable travel and out-of-pocket expenses, if any, incurred in connection with the Professional Services. Firstup will invoice Client for pre-approved travel and its other out-of-pocket expenses in accordance with the procedure set forth in the Agreement.

5. TERM.

The term of this Product Attachment will be as set forth in the applicable Schedule, and if no term is specified in the applicable Schedule, such Schedule will terminate upon the earlier of the completion of the Professional Services or expiration or termination of the applicable Platform Product Attachment.

6. TIMING.

As may be specified in the applicable Schedule, if the fees for the Professional Services are prepaid packages, Client must consume such Professional Services within the time period set forth in the applicable Schedule, and upon the expiration of such period, any remaining, unused portion of the Professional Services will expire, and Firstup will not be obligated to provide such Professional Services or provide a refund of any fees paid under such Schedule. Client will not be responsible for any delays solely due to the acts or omissions of Firstup, and the time for Client to use the Professional Services will be extended in proportion to the delay attributable to Firstup.

7. CONTENT RESPONSIBILITY.

It is the Client’s decision regarding what Client Content is submitted, displayed, and distributed via the Platform, including, through the Professional Services, and, therefore, Client (and not Firstup) is responsible and liable for all Client Content.

8. SURVIVAL.

 Section 7, Section 8, and any fees owed by Client will survive any termination or expiration of this Product Attachment.