Subscriber may engage ServiceTarget for Professional Services like training and implementation. If Subscriber engages ServiceTarget for Professional Services, ServiceTarget agrees to provide the professional services indicated in a mutually executed Statement of Work (SOW) or other document (like Order Form) in exchange for the Professional Services Fees listed. Any SOW or document will describe the scope, fees, nature and other relevant details of ServiceTarget' services governed by this Agreement. ServiceTarget is not obligated to perform any Professional Services until a SOW or Order Form is mutually executed.
2.1 ServiceTarget and Subscriber will cooperate in good faith to complete Professional Services in a timely and professional manner.
2.2 ServiceTarget will perform services through qualified employees and contractors ("Professional Services Personnel").
2.3 Subscriber will provide timely assistance and resources reasonably requested by ServiceTarget to enable the services ("Assistance") at no cost. ServiceTarget is not liable where deficiencies result from Subscriber's failure to provide required Assistance.
2.4 ServiceTarget will utilize Professional Services Personnel as deemed necessary and remains responsible for all Personnel's performance. Subscriber may reasonably object to a contractor, and the Parties will cooperate to appoint alternates.
2.5 ServiceTarget controls the method and manner of work, including supervising Personnel. ServiceTarget will maintain sufficient qualified Personnel and appropriate resources to perform its obligations.
2.6 Deliverables are deemed accepted per SOW or Order Form terms.
Subscriber will pay ServiceTarget the Consulting Fees detailed in the Order Form or SOW.
After executing a SOW/Order Form, any changes to Professional Services require a mutually executed Change Order.
ServiceTarget is an independent contractor and has complete control over its personnel, methods, and operations for the Professional Services. ServiceTarget will not represent itself as Subscriber's affiliate, subsidiary, or similar entity for any purpose, including reporting, or contractually bind Subscriber without authorization. The Consulting Fees and Expenses paid by Subscriber are not considered salary or wages, and neither ServiceTarget nor its Personnel are entitled to Subscriber's employee benefits, except where required by applicable law. Subscriber is not responsible for deducting or withholding any taxes, unemployment payments, social security, or other expenses related to the Professional Services, unless legally obligated to do so.
6.1 ServiceTarget represents and warrants:
(a) Professional Services will be performed in a timely, professional manner consistent with industry standards. For breach, Subscriber's sole remedy is, at ServiceTarget's option, re-performance of the services or termination of the relevant SOW and refund of Fees for the nonconforming services.
(b) ServiceTarget is under no restrictions or obligations that prevent executing this Agreement or interfere with performing the Professional Services.
6.2 Except for Section 6.1, all Professional Services and Deliverables are provided "AS IS" with no warranties, express or implied. ServiceTarget expressly disclaims any warranties including of merchantability, title, fitness, non-infringement, compatibility, security, and accuracy. ServiceTarget is not responsible if Deliverables are modified contrary to its instructions or do not meet any criteria. ServiceTarget does not warrant uninterrupted error-free access to Deliverables for Subscriber or third parties, or any responsibility to support/maintain Deliverables unless agreed. This disclaimer is in addition to any Service disclaimers under the Agreement.
7.1 7.1 The Parties agree the specified Professional Services per any SOW/Order Form primarily involve configuring Subscriber's Service subscription and integrating Subscriber data with the Services. Therefore, ServiceTarget solely and exclusively owns all Deliverables, derivatives, enhancements, and modifications. Subscriber assigns over any rights needed for this ownership. Subject to this Agreement's terms, ServiceTarget grants Subscriber a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely in connection with Subscriber's permitted use of the Services.
7.2 A "Subscriber Contribution" is source code created by Subscriber identified in a SOW. Subscriber retains ownership of Subscriber Contributions and grants ServiceTarget a non-exclusive license to use them to perform Professional Services and Services.
ServiceTarget may incorporate open source materials into a Deliverable, notifying Subscriber upon/before delivery. ServiceTarget will avoid "copyleft" licensed open source that would require Subscriber to disclose/distribute proprietary software when using Deliverables permitted hereunder. Open source is licensed per its terms, not this Agreement.
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