Professional Services Agreement

“Professional Services” means training, consulting, or implementation services that we provide to you pursuant to this Statement of Work (or any other SOW entered into under the Agreement). Professional Services do not include support. In the event of any conflict between the terms of the Agreement and any SOW, the terms of the SOW will control. Provided you comply with the terms of the Agreement (including, among other things, paying us the Fees you owe us), we’ll perform the Professional Services described in each SOW, according to the timeframes set forth in that SOW. We’ll control the manner and means by which the Professional Services are performed, and we reserve the right to determine which personnel we assign to perform Professional Services for you. Provided we remain responsible for all of their acts and omissions, we can use third parties to help us perform the Professional Services. You acknowledge that we will retain all right, title and interest in and to anything we use or develop in connection with performing Professional Services for you, including, among other things, software programs, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how. To the extent we deliver anything to you during the course of performing Professional Services, we grant you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use those deliverables during the term of this Agreement, solely in conjunction with your use of the Software.