Capitalized terms used in these Professional Services Terms (these “Professional Services Terms”) have the meanings set out in the Landlord Subscription Agreement (as made available to Customer during the subscription checkout process) (the “Agreement”) unless otherwise defined in these Professional Services Terms. These Professional Services Terms apply to all Professional Services performed under any Work Order and/or Order Form executed between Rentatee and Customer.
1. Professional Services.
The Parties anticipate that Customer may desire to engage Rentatee to perform certain Professional Services under separate Work Orders to these Professional Services Terms, including, by way of example, implementation, integration and consulting services. Subject to the terms and conditions set forth in the Agreement and these Professional Services Terms, Rentatee shall use commercially reasonable efforts to perform the Professional Services as set forth in a Work Order executed by the Parties (the “Professional Services”). Rentatee shall perform the Professional Services in a professional manner in accordance with industry standards. Rentatee shall re-perform any Professional Services that do not meet industry standards upon request by Customer.
2. Issuance of Work Orders.
Customer may request that Rentatee perform services by delivering a written request describing the proposed Professional Services. Rentatee shall prepare a draft Work Order as an exhibit to these Professional Services Terms. Such Work Order shall describe the fees, costs and expenses payable by Customer to Rentatee and the timing, deliverables and outcomes in connection with the performance of such services. Customer shall notify Rentatee, in writing, of its acceptance of such Work Order. Until mutual acceptance in writing of the proposed Work Order, Rentatee shall have no obligation to perform the proposed Professional Services. Each Work Order, regardless of whether it relates to the same subject matter as any previously executed Work Order(s), shall become effective upon execution by authorized representatives of both Parties.
3. Modifications.
Customer may at any time request a modification to the Professional Services to be performed pursuant to any particular Work Order by written request to Rentatee specifying the desired modifications pursuant to the change order process identified in the Work Order. Rentatee shall, within a reasonable time following receipt of such request, submit an estimate of the cost for such modifications and a revised estimate of the time for performance of the Professional Services pursuant to the Work Order. If accepted in writing by Customer, such modifications in the Work Order shall be performed under the terms of these Professional Services Terms. Modifications in any Work Order shall become effective only when a written change request is executed by authorized representatives of both Parties.
4. Suitability of Personnel.
Rentatee shall assign employees and subcontractors with qualifications suitable for the work described in the relevant Work Order. Rentatee may replace or change employees and subcontractors in its sole discretion with other suitably qualified employees or subcontractors.
5. Customer Responsibilities.
Customer shall make available in a timely manner at no charge to Rentatee all Customer Data, technical data, computer and network facilities, programs, files, documentation, test data, sample output, or other applicable information and resources of Customer required by Rentatee for the performance of the Professional Services. Customer shall be responsible for, and assumes the risk of, any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Customer. Customer shall provide, at no charge to Rentatee’s, office space, services and equipment as Rentatee reasonably requires to perform the Professional Services.
6. Fees and Payments.
In consideration of the Professional Services, Customer shall pay to Rentatee such fees as required by the applicable Order Form and/or Work Order. Payment terms are set forth in the Agreement.
7. Proprietary Rights.
Unless otherwise expressly agreed in a Work Order, ownership of all work product, developments, deliverables, inventions, technology or materials provided under these Professional Services Terms shall be solely owned by Rentatee, subject to the usage rights granted to Customer under the Agreement and relevant Work Order. In addition, Customer acknowledges that these Professional Services Terms conveys no license rights in any Rentatee IP Rights.
8. Ownership of Confidential Information.
The Parties acknowledge that during the performance of these Professional Services Terms, each Party will have access to certain of the other Party’s Confidential Information or confidential information of third parties that the disclosing Party is required to maintain as confidential. Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, shall remain the sole property of the disclosing Party or such third party, and shall be governed by the confidentiality terms set forth in the Agreement.
9. Representations and Warranties.
Each Party represents and warrants to the other that the execution and performance of these Professional Services Terms does not and shall not violate any other contract, obligation, or instrument to which it is a party, or which is binding upon it, including terms relating to covenants not to compete and confidentiality obligations.
10. Limitation of Liability.
EACH PARTY ACKNOWLEDGES THAT THESE PROFESSIONAL SERVICES TERMS ARE SUBJECT TO ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT.