This Pendo Professional Services Addendum (“Addendum”) forms part of the Agreement between Customer and Pendo and applies to Professional Services that Customer purchases. All capitalized terms shall have the meaning given to such terms in the Agreement unless a different meaning is provided in this Addendum. If there is a conflict between this Addendum and the Agreement, this Addendum shall control.
1. Pendo Consultant(s).
1.1 Pendo may choose to change any personnel assigned to Customer’s account for the delivery of Professional Services at any time for any or no reason. If Professional Services are performed onsite, Pendo may update the date and/or location at any time, regardless of whether a date and/or location is specified in the Agreement. If Pendo updates the date and/or location after purchase, Pendo shall notify Customer.
1.2 If a Consultant is required to travel abroad in the course of the delivery of the Professional Services, Pendo shall be responsible for any necessary insurances, inoculations and immigration requirements.
1.3 Customer consents to the use of subcontractors detailed in the Order Form for delivery of the Professional Services (if any) (“Permitted Subcontractor(s)”), and any such Permitted Subcontractor will constitute an authorized subprocessor for purposes of any Data Processing Addendum or Agreement (“DPA”) in place between the parties for purposes of the Professional Services. Terms applicable to Subprocessors under the DPA will apply to the engagement of, and provision of Professional Services by, the Permitted Subcontractor.
2. Consumption Rules.
2.1 The following rules (“Consumption Rules”) shall apply to the consumption of hours from any Pool of Hours detailed in the Agreement:
2.1.2 Any hours not consumed during the term or other consumption period applicable to the Professional Services shall expire. If no expiration date is specified in the Order Form, then all hours shall be consumed 60 days from the date of Order Form execution.
3. Customer Responsibilities and Assumptions.
3.1 Customer will, or will provide, the following:
3.1.2 Provide direction to Pendo in writing on objectives and prioritization, as well as of any desired material changes to the scope of the Professional Services;
3.1.3 Timely access to accurate and complete information relating to the Professional Services (as reasonably requested by Pendo);
3.1.4 Where Professional Services are being provided at a Customer site, provide adequate workspace, network connectivity and intranet access. VPN access to Customer’s internal network, from the Consultant’s laptop, is required in order to provide the Professional Services;
3.1.5 Ensure that all software provided by Customer in connection with the project is properly licensed to Customer, and that it has all active, paid subscriptions for the applicable Pendo software and services;
3.1.6 Install Pendo code on the applicable Customer or third-party application(s) and provide access to Customer’s Pendo subscription and such application(s) as needed to provide the Professional Services;
3.1.7 Engage in validation activities and conduct any testing reasonably recommended by Pendo;
3.1.8 Pendo will not modify Customer or third-party application code; and
3.1.9 Implementation and training sessions (if any) will have no more than ten (10) attendees unless otherwise set forth in the applicable Order Form.
4. Expenses.
Customer will pay reasonable and documented out-of-pocket expenses incurred by the Consultant(s) associated with work performed onsite (such as travel, lodging, food and transportation). Expenses will be invoiced at least monthly and are due and payable as set forth in the Order Form.
5. License.
Any documentation or other materials provided by Pendo to Customer in connection with the Professional Services will be owned by Pendo and hereby is licensed to Customer for its internal business purposes in connection with, and during the term of, the underlying Pendo software and services.
6. Delay.
If the Professional Services are not complete due to Customer’s failure to make resources available or otherwise perform its contractual obligations, Pendo shall consider the Professional Services complete at the end of the relevant term or other consumption period applicable to the Professional Services.
7. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PENDO’S (INCLUDING ITS AGENTS’, AFFILIATES’, LICENSORS’ AND SUPPLIERS’) TOTAL LIABILITY FOR PROFESSIONAL SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EXCEED, IN THE AGGREGATE, THE FEES PAID WITH RESPECT TO THE PARTICULAR PENDO PROFESSIONAL SERVICES GIVING RISE TO LIABILITY UNDER THE MOST APPLICABLE ORDERING DOCUMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY.