Premier Services Terms and Conditions
Effective February 14, 2022
If Subscriber engages Intercom for the provision of Premier Services:
1. Scope and Retention.
Intercom will provide the services (collectively, “Premier Services”) indicated and described on an Order Form in exchange for the fees set forth therein (“Premier Services Fees”). The Order Form will describe the scope, fees, nature and other relevant characteristics of any services being provided by Intercom to Subscriber as part of the Premier Services which shall be governed by the terms of the purchase agreement under which the Order Form is executed (the “Terms of Service” or “Master Subscription Services Agreement,” as applicable). Such services may include but are not limited to, training, implementation, configuration, key user and team product utilization enhancement and rapid response trouble-shooting. Intercom shall not be obligated to perform any Premier Services until both Parties have mutually executed an Order Form with respect to such Premier Services.
2. Performance and Acceptance of Premier Services.
2.1 Intercom and Subscriber agree to cooperate in good faith to achieve satisfactory fulfillment of the Premier Services in a timely and professional manner.
2.2 Intercom will perform the Premier Services through qualified employees and/or non-employee contractors of Intercom (“Subcontractors” and together with Intercom’s employees for the purposes of these Supplemental Terms, “Premier Services Personnel”).
2.3 Subscriber agrees to provide, at no cost to Intercom, timely and adequate assistance and other resources reasonably requested by Intercom to enable the performance of the Premier Services (collectively, “Assistance”). Intercom, including its Subcontractors, will not be liable for any deficiency in the performance or effectiveness of Premier Services to the extent such deficiency results from any acts or omissions of Subscriber, including, but not limited to, Subscriber’s failure to provide Assistance as required hereunder.
2.4 Intercom will control the method and manner of performing all work necessary for completion of Premier Services, including but not limited to the supervision and control of any Premier Services Personnel performing Premier Services. Intercom will maintain such a number of qualified Premier Services Personnel and appropriate facilities and other resources sufficient to perform Intercom’s obligations under the Agreement in accordance with its terms.
2.5 Deliverables shall be deemed accepted by Subscriber in accordance with the terms of the Order Form and upon execution of the Order Form.
3. Change Orders.
After execution of an Order Form, the Premier Services to be provided under that Order Form may only be changed through a change order mutually executed by the Parties (“Change Order”).
4. Intercom hereby represents and warrants that:
(a) the Premier Services provided pursuant to the Agreement will be performed in a timely and professional manner by Intercom and its Premier Services Personnel, consistent with generally-accepted industry standards; provided that Subscriber’s sole and exclusive remedy for any breach of this warranty will be, at Intercom’s option, re-performance of the Premier Services or return of the portion of the Fees paid to Intercom by Subscriber for the nonconforming portion of the Premier Services; and
(b) Intercom is under no contractual or other restrictions or obligations which are inconsistent with the execution of the Agreement, or, to its best knowledge, which will interfere with its performance of the Professional Services.
5.Rights to Deliverables; Ownership.
The Parties hereby agree that the specified Premier Services to be completed pursuant to any Order Form, have as a prerequisite Subscriber’s current subscription to an Intercom Service and integration of Subscriber data with and into one or more Services, and therefore the Deliverables are inoperative without an active subscription to a Service. As between the Parties, Intercom shall solely and exclusively own all right, title, and interest in the Deliverables, including all derivatives, enhancements and modifications thereof; and Subscriber hereby makes all assignments necessary to accomplish the foregoing ownership. Subject to the terms and conditions hereof, Intercom 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.