These terms and conditions apply if Customer engages Intercom for the provision of Professional Services (defined below).

1. Scope and Retention.

Intercom will provide the professional services, including, without limitation, “Premier Onboarding” services, training, implementation, configuration, key user and team product utilization enhancement and rapid response trouble-shooting (collectively, “Professional Services”) indicated and described on an Order Form subject to payment of the applicable fees set forth therein (“Professional Services Fees”). The Order Form and/or, if applicable, a related Statement of Work entered into between Customer and Intercom (collectively herein referred to as the “Order Form”) will describe the scope of work to be performed, fees, and any applicable milestones, dependencies and other technical specifications or related information needed to provide the Professional Services. The Order Form will be governed by the terms of the purchase agreement entered into between Customer and Intercom referenced therein, either the “Terms of Service” or “Master Subscription Services Agreement” (as applicable, herein referred to as the “Agreement”). Intercom shall not be obligated to perform any Professional Services until both parties have mutually executed an Order Form with respect to such Professional Services.

2. Performance and Acceptance of Professional Services.

2.1Intercom and Customer agree to cooperate in good faith to achieve satisfactory fulfillment of the Professional Services in a timely and professional manner.

2.2Intercom will perform the Professional Services through qualified employees and/or non-employee contractors of Intercom (“Subcontractors”).

2.3Customer 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 Professional Services. Intercom, including its Subcontractors, will not be liable for any deficiency in the performance or effectiveness of Professional Services to the extent such deficiency results from any acts or omissions of Customer, including, but not limited to, Customer’s failure to provide the required assistance and resources described above.

2.4Intercom will supervise the method and manner of performing work necessary for completion of Professional Services, including by Subcontractors. Intercom will engage qualified professionals sufficient to perform the Professional Services under the Agreement in accordance with its terms.

2.5The Professional Services and any related deliverables (“Deliverables”) shall be deemed accepted by Customer in accordance with the terms of the Order Form. If there are no acceptance criteria set forth in the Order Form, then deliverables will be deemed accepted upon delivery to Customer.

3. Change Orders.

After execution of an Order Form, the Professional Services to be provided under that Order Form may only be changed through an amendment or change order mutually executed by the parties (“Change Order”).

4. Intercom hereby represents and warrants that:

4.1The Professional Services provided pursuant to the Agreement will be performed in a timely and professional manner, consistent with generally-accepted industry standards; provided that Customer’s sole and exclusive remedy for any breach of this warranty will be, at Intercom’s option, (i) re-performance of the Professional Services or (ii) return of the portion of the Fees paid to Intercom by Customer for the nonconforming portion of the Professional Services; and

4.2Intercom 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 Professional Services to be completed pursuant to any Order Form have as a prerequisite that Customer has a current subscription to Intercom’s Services and integration of Customer 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, without limitation, all derivatives, enhancements and modifications to the Services; and Customer hereby assigns to Intercom all right, title and interest in and to the Deliverables. Subject to the terms and conditions hereof, Intercom grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the Deliverables solely in connection with Customer’s permitted use of the Services under the Agreement.