Professional Services Addendum

This Professional Services Addendum (this "Addendum”) is entered into by and between Invoca, Inc. and the Customer listed below, is made effective on the lattermost date set out in the signature block below (“Effective Date”), and is governed by the terms and conditions found at Master Services and Subscription Agreement, unless the Parties have entered into a written Master Services and Subscription Agreement, in which case such written Master Services and Subscription Agreement will govern (“Agreement”). In the event of a conflict between this Addendum and the Agreement, this Addendum shall govern. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

1. Services. Service Provider shall provide to Customer professional analytics services, technical services, customer education, and other one-time professional projects as set forth in the Order Form between the Parties (the "Services"). Service Provider shall provide the Services: (a) in accordance with the terms and subject to the conditions set forth in this Addendum; (b) using personnel of required skill, experience, licenses, and qualifications; (c) in a timely, workmanlike, and professional manner; and (d) in accordance with generally recognized industry standards in Service Provider's field. Any changes to the scope of Services must be agreed by the parties in a written amendment.
   1. Nature of Services. Invoca will provide the Services to Customer during the Term up to the Quantity set forth in the Order Form. The Services as set forth in the Order Form represent the categories of Services for which Invoca will complete projects and professional services on behalf of the Customer (“Project”). The scope of each Project during the Term will be determined by the Parties, but may include:
      1. Customer Education:
         1. Virtual instructor-led training;
         2. Onsite training;
         3. Program videos;
         4. Platform guides.
      2. Analytics Services:
         1.  Signal AI training and validation;
         2. Advanced insights.
      3. Technical Services:
         1. Strategic implementations;
         2. Integrations and attributions;
         3. User management; 
         4. Network consolidations.
   2. Key Assumptions. Fees for Services are set forth in the Order Form. The Services as set forth in Table 3 of the Order Form represent the entirety of the Services that Customer will be entitled to for the duration of the Term, unless the Parties otherwise mutually agree in writing via a Statement of Work. The Quantity of the Services are non-cancellable and valid only for the duration of the Term. The Quantity of the Services will not carry over to any renewal terms. 
   3. Out of Scope. Any items not explicitly outlined herein or in an SOW are considered out of scope for this project and would necessitate a Change Order to be included. This includes, but is not limited to, the following examples:
   4. Timeline. Projects may occur over the course of the Term and the estimate Project timeline will be determined by the Parties. The Project timeline is based on the current understanding of the Services set out in the Order Form.  In the event of a delay, Invoca will inform the Customer of the revised time estimate and any associated fees for completion will be set out in a change order.
2. Customer's Obligations. Customer shall: (a) Remain engaged throughout the duration of the Services by actively participating, providing requested integration information, and otherwise completing its obligations as set forth herein in a timely manner (“Cooperate”); (b) perform and complete activities related to discovery and functional and technical analysis; (c) establish a communication and escalation plan including assigning appropriate resources who are knowledgeable about the technical and business aspects involved in the project including a dedicated project manager; (d) provide access to any third-party services or software, as required; (e) procure services or software and license rights necessary for the Invoca Subscription Service to integrate to such services or software; (f) pay any Invoca costs required to enable SSO on applications that are in scope of this engagement; (g) provide and test all necessary remote access by Invoca to Customer systems prior to the commencement of the Services, as required; (h) be responsible for all hardware/virtual machines operating system(s), browser(s), commercial application(s), code for custom developed applications, application/web server(s), directory(s), database, network, proxy, and firewall maintenance and security as well as an active backup and recovery strategy as applicable for the aforementioned; (i) provide complete and accurate data for integration with the Invoca Subscription Service; (j) prepare and manage all corporate communications and training activities to promote greater adoption and higher satisfaction from users. Sample communication templates may be provided for Customer use; and (k) coordinate access to rooms, necessary equipment and building(s) for Invoca Services as may be required for Invoca personnel providing services onsite.