Professional Services Addendum

Last Updated Date: January 28, 2025

This Professional Services Addendum (the “Addendum”) applies to Professional Services such as technical deployment, product training, professional development, and other consulting services ordered by you.

1. Delivery of Services

All Professional Services will be performed remotely unless otherwise specified in your Order Form. You agree that Liminex may remotely access your systems during the performance of Services. You are responsible for ensuring your network and systems comply with Liminex's specifications and that all components of your Liminex Offering environment are accessible.

Services shall be delivered between 8:00 a.m. and 8:00 p.m. Eastern Time, Monday through Friday, excluding public holidays, at mutually agreed-upon times.

All Professional Services are valid for a period of one year commencing on the Start Date indicated in your Order Form. Any unused Professional Services will expire at the end of this one-year period, and no refunds will be provided for any expired services.

1.1 Scheduling and Cancelling Sessions

Professional Services may be divided into multiple sessions (“Sessions”). Session details, including dates, times, and content, will be confirmed via a Zoom link after discussion with your Liminex representative.

Scheduling: Virtual Sessions must be booked at least seventy-two (72) hours in advance, and in-person Sessions must be booked at least four (4) weeks in advance.
Cancellation:
- Virtual Sessions: Cancellations must be made at least twenty-four (24) hours in advance. Cancellations within the 24-hour window will result in the session being deducted from your purchased Professional Services without refund.
- In-Person Sessions: Cancellations must be made at least five (5) days in advance. Cancellations within the 5-day window will result in the session being deducted from your purchased Professional Services without refund.
No-Shows: If you fail to attend a scheduled Session without providing at least twenty-four (24) hours' notice (a "No-Show"), the session will be deducted from your purchased Professional Services without refund and cannot be rescheduled.

2. Your Cooperation

Liminex's ability to perform the Professional Services depends on your cooperation as outlined in your Order Form and agreed upon during the engagement. This includes:

Obtaining licenses for all applicable Liminex Offerings before the commencement of services.
Maintaining a properly configured hardware/operating system platform to support the services.
Providing necessary information, data, and documentation.
Allocating the necessary resources, including personnel from your organization and any third parties.
Granting Liminex the necessary rights to use third-party products required for service delivery.
Providing notices and obtaining consents as required to allow Liminex to perform the services, while respecting your privacy and security obligations.
Granting and securing remote access to your systems for Liminex to perform remote services.
Complying with third-party terms of service if Liminex provides you with access to third-party tools.

If you fail to provide reasonable cooperation, Liminex will not be responsible for any resulting deficiencies in service delivery.

3. On-Site Professional Services

For on-site services, you and Liminex must agree on a safe and healthy workspace that complies with all applicable laws and regulations. You are responsible for providing a safe and healthy work environment for Liminex personnel.

If the performance of on-site services is impacted by a declared disaster, public health emergency, or other unforeseen circumstances, Liminex and you will cooperate in good faith to review such impact and, if necessary, invoke the change control process.

If requested, Liminex resources will obtain a badge to enter your facilities and comply with your reasonable physical security and safety policies and procedures while on-site, to the extent they do not violate any applicable law (including privacy laws), place Liminex resources in harm, or require Liminex resources to undergo background checks or other screening (unless otherwise agreed to in your Order Form). However, no terms included in any such policies and procedures shall modify the Professional Services, and you shall provide training regarding such policies and procedures as requested.

If on-site services require traveling, lodging, or other expenses, those costs are in addition to the fees for the Professional Services specified in your Order Form and will be invoiced monthly as they are incurred and are due within thirty (30) days of the invoice date.

4. Subcontractors

Liminex may use subcontractors to support its performance of the Professional Services, subject to any applicable terms and conditions in your Master Agreement or Order Form; provided that Liminex is responsible for its subcontractors’ performance to the same extent as its employees’ performance.

5. Change Control Process

All requests for proposed changes to the Professional Services must be in writing, including those related to changes in scope, deliverables, your cooperation, project assumptions, or any other aspect of your Order Form.

Liminex shall not be obligated to perform, and you shall not be obligated to pay for, tasks related to any such changes unless agreed upon in an amendment to your Order Form.

6. Limitation of Liability

Each party’s liability, taken together in the aggregate, arising out of or related to this Addendum, whether in contract, tort or under any other theory of liability, is subject to the ‘Limitation of Liability’ section of the EULA, and any reference in such section to the liability of a party means the aggregate liability of that party and its affiliates under the EULA, the Addendum, and all DPAs together. For the avoidance of doubt, our total liability for all claims from the School arising out of or related to the EULA, the DPA, and this Addendum shall apply in the aggregate for all claims under the EULA and any DPA or Addendum established under the EULA, including by multiple schools within a district, and, in particular, shall not be understood to apply individually and severally to schools within a district that is a contractual party to any such Addendum.

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