Supplemental Terms

Professional Services Addendum
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This Professional Services Addendum ("Addendum") is incorporated into, governed by, and subject to the Master Subscription Agreement ("MSA") between Gorgias Inc. ("Gorgias") and the applicable customer ("Customer").

This Addendum is activated upon Customer’s execution of an Order Form or Statement of Work ("SOW") referencing it. In the event of any conflict between this Addendum and the MSA, the MSA shall prevail.
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1.0 DEFINITIONS

1.1 “Customer Materials” means all materials and information, including documents, data, specifications, software, content, and technology, that are provided to Gorgias by or on behalf of Customer in connection with this Agreement, excluding any and all Gorgias Materials.

1.2 “Customer Systems” means any and all Customer and third-party: systems, networks, databases, computers, service accounts, and/or telecommunications or other information systems to which Gorgias may require access in connection with the provision of the Services.

1.3 “Gorgias Materials” means all materials and information, including documents, data, specifications, software, software tools, content, technology, know-how, ideas, and methodologies, that Gorgias owns or licenses from a third party.

1.4 “Work Product” means any software programs, computer programming code (whether or not patentable), know-how, designs, information, developments, and techniques, as well as customizations, enhancements, improvements, derivatives, and modifications to and of the Customer Materials, in any form or media, that are conceived, discovered, or developed by or on behalf of Gorgias, solely or in collaboration with others, in connection with performing the Services, whether or not provided or otherwise made available to Customer. For clarity, Work Product does not include the Customer Materials.

2.0 SERVICES

2.1 Statements of Work. This Addendum will be implemented through one (1) or more written statements of work, proposals, and/or other similar documents that reference this Addendum and are signed by authorized representatives of each of Gorgias and Customer (each such document, an "SOW"), and the terms and conditions set forth herein will govern all SOWs. Gorgias will use commercially reasonable efforts to provide to Customer the professional services identified in the SOW(s) (collectively, "Services"). In the event of any conflict between the terms of this Addendum and the terms of an SOW, this Addendum will govern unless and to the extent the SOW expressly states otherwise.

2.2 Gorgias’s Responsibilities. Gorgias will perform the Services with skills, care, and diligence consistent with generally recognized industry standards for similar services.

2.3 Subcontractors. Gorgias may utilize independent contractors and/or third-party service providers (collectively, “Subcontractors”) to perform all or part of the Services, provided that Gorgias will remain solely responsible for the performance of all of the Services that are subcontracted.

3.0 CUSTOMER’S OBLIGATIONS

3.1 Customer Resources and Cooperation. Customer will (a) perform all of its obligations set forth in the applicable SOW or reasonably requested by Gorgias from time to time, (b) provide Customer Materials and all such other resources as may be specified in the applicable SOW or reasonably requested by Gorgias from time to time, (c) provide Gorgias’s personnel with such access to the Customer Systems as is necessary for Gorgias to perform its obligations hereunder, (d) ensure the Customer Systems are set up and in working order to allow Gorgias to perform the Services in accordance with the applicable SOW, (e) provide or obtain all consents, approvals, exception notices, and other communications that may be required for Gorgias to perform the Services, and (f) provide all cooperation and assistance Gorgias reasonably requests to enable Gorgias to exercise its rights and perform its obligations under this Agreement.

3.2 Effect of Customer Failure or Delay. Gorgias is not responsible or liable for any delay in, or failure of, its performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of Customer’s obligations under this Agreement. In the event of any such delay or failure by Customer, Gorgias may, by written notice to Customer, extend all or any due dates set forth in the applicable SOW as Gorgias deems reasonably necessary. The foregoing is in addition to, and not in lieu of, all other remedies Gorgias may have for any such delay or failure by Customer.

4.0 FEES; PAYMENT TERMS

Customer will pay Gorgias the fees set forth in the SOW(s) (“Fees”). Customer will pay all Fees and Reimbursable Expenses within thirty (30) days of the date of the invoice therefor.

5.0 INTELLECTUAL PROPERTY RIGHTS

5.1 Customer Materials. As between the parties, Customer is and will remain the sole owner of the Customer Materials. Customer hereby grants to Gorgias a non-exclusive, non-transferable (except under Section 5.3), revocable (subject to Customer’s right to terminate this Addendum), royalty-free, and worldwide right and license, with the right to grant and authorize Subcontractors, to use, reproduce, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit the Customer Materials to perform the Services. Such license will commence upon the first delivery of Customer Materials to Gorgias and continue in effect until the expiration or termination of this Addendum.

5.2 Work Product

5.2.1 License Grant. Subject to and conditioned upon Customer's compliance with the terms and conditions of this Agreement, Gorgias hereby grants to Customer a non-exclusive, non-transferable (except under Section 11.2), non-sublicensable, and royalty-free license to use any Work Product that Gorgias may deliver or otherwise make available to Customer, solely to the extent necessary to receive the Services in accordance with this Agreement during the Term (as defined below).

5.2.2 Ownership of Work Product. As between the parties, Gorgias is and will remain the sole owner of all Work Product. The parties do not intend to jointly develop any Work Product in connection with this Agreement or any SOW. If any ownership rights in or to the Work Product vest in Customer, Customer will, and hereby does, assign to Gorgias all of Customer’s rights, title, and interest in and to same. Gorgias reserves all title, rights, and interest in and to the Work Product that are not expressly granted to Customer. Gorgias does not grant any implied licenses under this Agreement, under any theory.

5.2.3 Restrictions. Without limiting the generality of Section 5.2.2, other than as may be expressly stated in a SOW, Customer will not, and will not permit any third party to: (a) alter, modify, decompile, reverse engineer, disassemble, or otherwise attempt to derive source code of the Work Product (or any component or part thereof) that is made available to Customer in object code form; (b) use, copy, modify, sell, lease, license, commercialize, or exploit the Work Product (or any component or part thereof); or (c) remove any copyright or other proprietary notices contained in or on the Work Product.

6.0 TERM AND TERMINATION

6.1 Term. This Agreement will commence on the Effective Date and, unless earlier terminated as provided herein, will continue in effect until the expiration or termination of the last SOW to expire or terminate (“Term”). For the avoidance of doubt, the parties may mutually agree to renew this Agreement at the end of the Term. If no mutual agreement to renew is reached, this Agreement will expire at the end of the then-current Term.

6.3 Effect of Expiration or Termination. As between the parties, Customer is and will remain the sole owner of the Customer Materials. Customer hereby grants to Gorgias a non-exclusive, non-transferable (except under Section 5.3), revocable (subject to Customer’s right to terminate this Addendum), royalty-free, and worldwide right and license, with the right to grant and authorize Subcontractors, to use, reproduce, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit the Customer Materials to perform the Services. Such license will commence upon the first delivery of Customer Materials to Gorgias and continue in effect until the expiration or termination of this Addendum.

6.4 Surviving Terms. Sections 1, 4, 5.1, 5.2.2, 5.2.3, 6.3, and 6.4 of this Addendum, and any accrued payment obligations, will survive the expiration or termination of this Addendum. All other surviving obligations are governed by the MSA.

7.0 REPRESENTATIONS AND WARRANTIES

7.1  Gorgias Performance Warranty. Gorgias represents and warrants that it will perform the Services in accordance with Section 2.2 of this Addendum. Customer’s sole remedy for a breach of this warranty is that Gorgias will, at its option, re-perform the affected Services or refund the Fees paid for the affected Services.

7.2  General Representations. Each party’s general representations and warranties are set forth in the MSA.

7.3  Warranty Disclaimer. Except for the express warranty set forth in Section 7.1, all Services and Work Product are provided “as is.” All other warranty disclaimers are set forth in the MSA.

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