Professional Service Terms

Last Modified: May 24, 2018

These BranchUp Professional Services Terms (the “Professional Services Terms”) apply to all training and other professional services purchased from BranchUp in an Authorization Form or Statement of Work (the “BranchUp Professional Services”). These Professional Services Terms are incorporated into, and form part of, the terms applicable to your access to and use of the BranchUp Enterprise Services (the “Terms”). Capitalized terms not defined in these Professional Services Terms have the meanings given to them in the Terms.

1.   Professional Services. We will provide the BranchUp Professional Services to you for the term set out in the applicable Authorization Form or Statement of Work, and will perform the BranchUp Professional Services in a professional manner in accordance with generally accepted industry standards.
2.   Cooperation. In order for us to perform the BranchUp Professional Services, you will: make yourself reasonably available at such times and locations as we may require; allocate sufficient resources, perform any tasks, and deliver any materials, including Customer Content, reasonably necessary to enable us to perform the BranchUp Professional Services; respond to our inquiries related to the BranchUp Professional Services; and provide complete, accurate, and timely information, data, and feedback all as reasonably required by us. If you do not comply with your obligations in this Section 2 in a timely manner, delays may result and we may charge you additional fees.
3.   Time of Performance. We will use commercially reasonable efforts to provide the BranchUp Professional Services according to the schedule set forth in the applicable Authorization Form or Statement of Work. Notwithstanding the foregoing, we may, in our sole reasonable discretion, alter the schedule for the BranchUp Professional Services by giving reasonable notice to you; provided that we will use commercially reasonable efforts to minimize further delays.
4.   Scope Changes. You may, from time to time, request changes to the scope of the BranchUp Professional Services (a “Change Request”). We will evaluate your requested changes and, within 10 days of receipt of your Change Request, we will provide a written response (the “Change Order”). The Change Order will include, among other things, the additional Fees, if any, and other terms that will apply to the Change Order. If you accept the Change Order in writing, the Change Order will be incorporated by reference into the applicable Authorization Form and will be deemed to amend and modify the applicable Authorization Form. If you do not accept the Change Order, the original Authorization Form will continue in full force and effect, unamended.
5.  Subcontractors. We may, in our sole discretion, use one or more subcontractors to fulfill our responsibilities in delivering BranchUp Professional Services, provided that we will be fully responsible to you for the BranchUp Professional Services, whether performed by our own personnel or by a subcontractor.
6.  Intellectual Property.

        6.1 License for Materials. During the Term we grant you a limited, worldwide, non-exclusive, non-transferable license, without a right to sublicense, to use any training materials or other documentation provided to you by BranchUp in the course of the BranchUp Professional Services as set out in the Authorization Form.

        6.2 BranchUp Professional Services and Background IP. As between you and us, we retain all right, title, and interest in and to the BranchUp Professional Services, and the various content, information, data, tools, processes, methods, designs, and know-how, whether or not copyrightable or patentable, that we may use in connection with the BranchUp Professional Services, whether pre-existing or created or invented during the performance of the BranchUp Professional Services (“Background IP”). For greater clarity, Background IP excludes Customer Content.