Paradigm Professional Services Terms

These professional services terms (“Professional Services Terms”) are governed by and in addition to the General Terms of Service (the “Agreement”) and apply to your receipt of professional services from Paradigm, including without limitation our in-person and virtual advising, coaching, workshop, and strategy services in each case, as selected and paid for by Customer (collectively, “Professional Services”).  All defined terms in these Professional Services Terms which are not defined herein shall have the same meaning given to them in the Agreement.

1. PROFESSIONAL SERVICES

1.1 All Professional Services shall be performed only by Paradigm and Paradigm’s employees and/or contractors (“Paradigm’s Personnel”), as an independent contractor of Customer. Under no circumstances may Paradigm, or any of Paradigm’s Personnel, look to Customer as his/her employer, or as a partner, agent or principal.  Neither Paradigm, nor any of Paradigm’s Personnel, shall be entitled to any benefits accorded to Customer’s employees, including without limitation worker’s compensation, disability insurance, vacation or sick pay. Paradigm represents and warrants to Customer that Paradigm’s Personnel performing Professional Services hereunder will have sufficient expertise, training, and experience to accomplish the Professional Services.  Paradigm agrees that all Paradigm’s Personnel shall be compensated, taxes withheld, and other benefits made available as required by applicable law and regulations.  Paradigm shall require all Paradigm’s Personnel who perform Professional Services hereunder to comply with the terms of this Agreement, as applicable.

1.2 Subject to the terms and conditions hereof, Customer will designate an employee who will be responsible for all matters relating to the Professional Services (“Primary Contact”). Customer may change the individual designated as Primary Contact at any time by providing written notice to Paradigm.

2. RESTRICTIONS AND RESPONSIBILITIES

Customer will reasonably cooperate with Paradigm in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Paradigm may reasonably request, to assist in its provision of the Services.  Customer will be directly responsible to Paradigm with respect to all actions and/or inactions of its end-users of the Professional Services. Notwithstanding anything to the contrary, Customer agrees that any handling or processing of personal information by Paradigm shall be governed by Paradigm’s Privacy Policy and the Data Privacy Addendum.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Except as expressly set forth herein, Paradigm alone (and its licensors, where applicable) reserves and will retain all right, title and interest (including all intellectual property rights) in and to the Services and related software and any suggestions, enhancement requests, feedback, and/or recommendations provided by Customer or any of its end-users specifically relating to the Services and/or the software provided by Paradigm, which are hereby assigned to Paradigm. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. Except as expressly set forth herein, this Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services or related software, or any intellectual property rights.

3.2 Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all content and data provided by or on behalf of Customer and/or its end-users (“Content”) and the intellectual property rights with respect to that Content. If Paradigm receives any notice or claim that any Content, or activities hereunder with respect to any Content, may infringe or violate rights of a third party or any applicable law or regulation (a “Claim”), Paradigm may (but is not required to) suspend activity hereunder with respect to that Content. Customer, on behalf of itself and its suppliers and licensors (as applicable) hereby grants Paradigm a worldwide, non-transferable, non-sublicensable, nonexclusive license to  view, copy, reformat, distribute, display and analyze the Content (a) in connection with Paradigm’s performance of the Services, (b) to further develop and improve the Services and other current or future products or services of Paradigm, (c) to monitor the performance of the Services, and (d) to aggregate, anonymize, or de-identify the Content and then use, share, and commercialize the aggregated, anonymized, or de-identified output for any business purpose as determined by Paradigm in its sole discretion.  Paradigm is permitted to disclose that Customer is one of its customers in the ordinary course of its sales cycle. Subject to Customer’s prior written consent, Paradigm is permitted to place Customer’s name and logo on its website and marketing materials for this purpose.

4. PAYMENT OF FEES

Customer shall pay all applicable fees, as described in the applicable SOW (the “Professional Services Fees”) without any right of set-off or deduction. All payments of Professional Services Fees will be made in accordance with the payment schedule and the method of payment set forth in the applicable SOW and if not addressed in an SOW payment shall be due thirty (30) days from the invoice date. All Professional Services Fees paid hereunder (including any prepaid amounts) are non-refundable and non-cancellable for any reason, except as expressly set forth in an applicable SOW. Additionally, Paradigm may invoice Customer for any travel or other reimbursable expenses as set forth in an applicable SOW.

5. TERM AND TERMINATION

Unless earlier terminated in accordance with the Agreement, this Agreement shall be effective from the date of Customer’s signing of the applicable SOW until the termination of the Agreement (the “Term”). Termination of an underlying SOW will not terminate these Professional Services Terms. Upon termination of the Agreement or an underlying SOW, Customer shall pay Paradigm all Professional Services Fees including any travel or other reimbursable expenses accrued, including without limitation expenses actually incurred or reasonably anticipated due to the nature of the services performed up until that point, through the effective date of termination.

6. LIMITATION OF LIABILITY

NOTWITHSTANDING SECTION 9.2 IN THE AGREEMENT AND WITH RESPECT TO PROFESSIONAL SERVICES UNDER THESE TERMS ONLY, THE TOTAL LIABILITY OF EACH PARTY AND ITS LICENSORS, WITH RESPECT TO THIS AGREEMENT, AND/OR ANY SERVICES PROVIDED HEREUNDER, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, $10,000. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EXCEPT AS STATED IN THIS SECTION, ALL CLAIMS MUST BE MADE WITHIN THE PERIOD SPECIFIED BY APPLICABLE LAW. IF THE LAW ALLOWS THE PARTIES TO SPECIFY A SHORTER PERIOD FOR BRINGING CLAIMS, OR THE LAW DOES NOT PROVIDE A TIME AT ALL, THEN CLAIMS MUST BE MADE WITHIN 12 MONTHS AFTER THE EVENT(S) GIVING RISE TO THE CLAIM OCCURS. FOR CLARIFICATION AND AVOIDANCE OF DOUBT, THE TERMS OF THIS SECTION 6 SHALL ONLY APPLY TO PROFESSIONAL SERVICES, AND SHALL NOT APPLY TO ANY OTHER SERVICES (SUCH AS, PLATFORM SERVICES) OR THE DATA PROCESSING AGREEMENT.