Professional Services Terms

1. Applicability

1.1 If Blancco provides the Licensee with any professional services as specified in the applicable Quote, Purchase Order or Statement of Work (“SOW”) (collectively, “Professional Services”), these Professional Services terms apply and take precedence over any other conflicting terms in other agreements.

2. Contracting of Services

2.1 The Licensee may engage Blancco for Professional Services by executing a Quote, Purchase Order or SOW. Each such document shall, at a minimum specify: (i) a description and scope of the services, including any deliverables and/or training materials to be provided to the Licensee (each, a “Deliverable”); (ii) the duration of the services; and (iii) the applicable fees and payment terms.

3. Performance of the Services

3.1 Blancco will perform the Professional Services in accordance with these terms and any specific terms agreed under a relevant Quote, Purchase Order or SOW. If Blancco personnel are required to work on Licensee’s premises: (a) the Licensee shall provide a safe and secure working environment for such personnel; and (b) Blancco personnel will comply with all reasonable workplace safety and security standards and policies that are applicable to the Licensee’s employees, provided that such standards and policies have been communicated to Blancco in writing prior to the commencement of any Professional Services

4. Licensee Obligations

4.1 The Licensee shall grant Blancco access to its sites and facilities during normal business hours as reasonably necessary for Blancco to perform the Professional Services. Additionally, the Licensee shall provide Blancco with any data, information or other materials reasonably required for the performance of the Professional Services, including, but not limited to, any data, information or materials specifically identified in the relevant Quote, Purchase Order or SOW (collectively, “Licensee Materials”).

5. Training

5.1 The Licensee is responsible for any printing, shipping, and copying charges associated with training Deliverables. All electronic and hard copy versions of the training Deliverables are provided solely for the Licensee’s internal training purposes. The Licensee is prohibited from: (a) modifying the training Deliverables, without Blancco’s written consent or as specified in an applicable Quote, Purchase Order or SOW; (b) reselling or sublicensing the training Deliverables; (c) utilizing the training Deliverables to replicate or attempt to perform the training, without authorization from Blancco and (d) developing or attempting to develop any products described in the training Deliverables. The Licensee is also prohibited from recording, streaming or otherwise capturing any part of the training. For on-site training, the Licensee is responsible for providing appropriate facilities, including internet connectivity, access to a demo device, projector, computers and other reasonable classroom amenities.

6. Ownership of Deliverables

6.1 Blancco retains all rights, title and interest in and to the Deliverables and related Intellectual Property Rights (excluding any Licensee’s Confidential Information provided to Blancco for its provisioning of Professional Services). Blancco shall have the right to use any of the Licensee’s Confidential Information solely for the purpose of providing Professional Services. Deliverables are Blancco’s Confidential Information and the Licensee shall not, to the fullest extent permitted by law, 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 these terms, and during the term of this agreement, Blancco grants Licensee with a limited, non-exclusive, non-transferable and revocable license to use the Deliverables solely for the Licensee’s internal operations in connection with the authorized use under the applicable Professional Services.

7. Tools

7.1 Nothing herein shall be construed to assign or transfer any Intellectual Property Rights in the proprietary tools, libraries, know-how, techniques and expertise (collectively “Tools”) used by Blancco in the development of Deliverables. To the extent that such Tools are delivered with or as part of Deliverables, they are licensed, not assigned, to the Licensee, on the same terms as the Deliverables or as otherwise agreed. and

7.2 the term “Deliverables” shall not include the Tools which are considered Blancco’s Confidential Information.

8. Professional Services Warranty

8.1 Blancco warrants that the Professional Services will be performed for and delivered to the Licensee in a diligent, workmanlike manner.

8.2 Blancco’s successful performance under this agreement is contingent upon the Licensee’s providing timely information, access to necessary resources, and active participation. If through no fault or delay of the Licensee, the Professional Services do not conform to the foregoing warranty, the Licensee may request Blancco to re-perform the non-conforming portions of the Professional Services provided that the Licensee notifies Blancco in writing within fifteen (15) days of delivery of the Professional Services.

8.3 EXCEPT AS STATED ABOVE, BLANCCO MAKES NO REPRESENTATION OR WARRANTIES THAT THE LICENSEE’S USE OF THE PROFESSIONAL SERVICES, DELIVERABLES, AND/OR TOOLS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THEY WILL MEET THE LICENSEE’S REQUIREMENTS OR BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED ABOVE ARE THE SOLE WARRANTIES AND REMEDIES FOR THE LICENSEE AND THE EXCLUSIVE OBLIGATIONS OF BLANCCO RELATED TO THE PROFESSIONAL SERVICES, DELIVERABLES AND/OR TOOLS PROVIDED UNDER THESE TERMS.THERE ARE NO 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 AS PROVIDED HEREIN, THE PROFESSIONAL SERVICES, DELIVERABLES, AND/OR TOOLS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARE INTENDED FOR COMMERCIAL USE ONLY.

9. Fees and Payment

9.1 Fees and expenses for each project shall be set forth in the applicable Quote, Purchase Order or SOW and are payable by the Licensee to Blancco on or before the specified due date. The fees do not include any applicable local, state, federal or foreign taxes, VAT, levies or duties (“Taxes”). The Licensee is responsible for paying all applicable Taxes. If Blancco is legally obligated to pay or collect Taxes for which the Licensee is responsible, the appropriate amount shall be paid by the Licensee unless a valid tax exemption certificate authorized by the relevant taxing authority is provided.

10. Term and Termination

10.1 The Professional Services shall commence on the effective date specified in the relevant Quote, Purchase Order or SOW and shall continue in effect until terminated as set forth therein. Each Quote, Purchase Order or SOW shall commence on the effective date or on the date it is last signed and shall expire upon the earlier of (i) the completion of the project set forth in such Quote, Purchase Order, or SOW, or (ii) the expiration of the contract term specified therein. Once signed or accepted, the applicable Quote, Purchase Order or SOW shall be non-cancellable, except as otherwise explicitly stated therein.

11. Subcontracting

11.1 Blancco reserves the right to engage third party service providers (who are under a covenant of confidentiality with Blancco), including, but not limited to, offshore subcontractors to assist in the provision of Professional Services. This assistance may include but is not limited to, data migration, training, configuration, installation, implementation or development processes.

12. Change Management Process

12.1 If either Blancco or the Licensee requests changes to any specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services, the requesting party shall propose the changes in writing. Within three (3) days of receipt of the written notice, project leads from both parties shall meet, either in person or via telephone conference, to discuss and agree upon the proposed changes. The parties shall prepare a change order describing the proposed changes and any related adjustments to fees and expenses, if any (each, a “Change Order”). Change Orders are not binding unless and until executed by both parties. Once executed, Change Orders shall become part of, and subject to, the relevant Quote, Purchase Order or SOW.