This Professional Services Addendum ("Addendum") is an addendum to the Customer Terms of Service (the “Agreement”) between Second Door and Customer, as defined in the Agreement. This Addendum applies to the extent that Customer and Second Door execute an Order Form that includes a Statement of Work (“SOW”) for Professional Services.

1. Professional Services

   1. Scope. Second Door will provide such Professional Services and supply Deliverables to Customer in accordance with the terms of the Agreement and all applicable SOWs or Order Forms. Unless otherwise specified in an applicable SOW or Order Form: (i) Second Door will perform the Professional Services during workdays, Monday through Friday, up to 8 hours a day; (ii) any estimate of hours or costs are reasonable, good faith estimates only; and (iii) each task is performed as firm fixed price work or time and materials. Second Door is only obliged to supply Professional Services as expressly stated in the SOW and shall not be obliged to supply any Professional Services and/or Deliverables until both Parties have approved the applicable SOW.

   2. Relationship to Other Services. The Addendum is limited to Professional Services and does not convey any right to use any other Services. Customer agrees that Professional Services is not contingent on the delivery of any future Service functionality or features other than Deliverables.

   3. Customer Cooperation. Customer will cooperate reasonably and in good faith with Second Door in its performance of Professional Services by: (i) providing access to Customer Data, (ii) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Second Door to perform its obligations under the SOW or Order Form, and (iii) actively participate in scheduled project meetings. Any delays in the performance of Professional Services or delivery of Deliverables caused by Customer may result in additional applicable charges for resource time.

   4. Acceptance. Any Deliverables are stated in the SOW or Order Form. Unless otherwise specified in the applicable SOW, Deliverables will be considered accepted upon Customer's written notice thereof (e-mail is sufficient) or two (2) business days from delivery whichever is sooner, provided Customer's rejection is limited to failure to materially conform to the SOW’s specifications. An effective notice of rejection must specifically disclose the material failure to conform to its specifications. In response to rejection, Second Door may revise and redeliver the Deliverable, and thereafter the procedures of this Section will repeat.

   5. Change Order. Changes to Professional Service defined in an Order Form or SOW shall require a written Change Order signed by the parties prior to implementation of such change(s). Changes may include, for example, alterations to the Professional Service scope of work, Deliverables or changes to fees or schedule.

2. Fees and Payment Terms.

   1. Payment. Customer will pay Second Door the fees specified in each SOW or Order Form contained therein. Unless the SOW or Order Form provides otherwise, Customer will pay Second Door within seven (7) calendar days from the date of invoice.

   2. Incidental Expenses. Customer will reimburse Second Door for travel and related business expenses incurred in connection with Professional Services. If an estimate of incidental expenses is included in the applicable SOW or Order Form, Second Door will not exceed a 5% inflation such estimate without the written consent of Customer.

3. Term and Termination.

   1. Term. Each SOW term shall begin on the effective date specified in the applicable SOW or Order Form and end on the date that the Professional Services are completed. Unless earlier terminated as set forth below, the terms of this Addendum will continue until termination or expiration of the applicable SOW. Termination shall be in accordance with the Agreement.

   2. Termination. Either party may terminate a SOW or this Addendum for the other’s material breach of such SOW or this Addendum, as applicable, on thirty (30) days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate. Additionally, all SOWs will immediately terminate upon termination or expiration of the Agreement.

   3. Effect of Termination. Upon termination of a SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay Second Door such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay Second Door the reasonable value of the Professional Services rendered by Second Door up to the termination date. Termination of a SOW for any reason, including without limitation for cause, will not terminate any other SOW.

4. Confidentiality.

   1. Definition of Confidential Information. Each Party agrees that all information supplied by one Party and its affiliates and agents (collectively, the “Disclosing Party”) to the other (“Receiving Party”) including, without limitation, (i) source and object code, prices, trade secrets, mask works, databases, hardware, software, designs and techniques, programs, engine protocols, models, displays and manuals, and the selection, coordination, and arrangement of the contents of such materials and (ii) any unpublished information concerning research activities and plans, customers, customer personal information, marketing or sales plans, sales forecasts or results of marketing efforts, pricing or pricing strategies, costs, operational techniques, strategic plans, Customer and Employee Information (as defined below), and unpublished financial information, including information concerning revenues, profits and profit margins will be deemed confidential and proprietary to the Disclosing Party, regardless of whether such information was disclosed intentionally or unintentionally or marked as “confidential” or “proprietary” (“Confidential Information”). The foregoing definition shall also include any Confidential Information provided by either Party’s vendors. The foregoing definition shall also include any Confidential Information provided by either Party’s vendors.

   2. Exclusions. Confidential Information will not include any information or material, or any element thereof, whether or not such information or material is Confidential Information for the purposes of this Agreement, to the extent any such information or material, or any element thereof: (a) has previously become or is generally known, unless it has become generally known through a breach of this Agreement or a similar confidentiality or non-disclosure agreement; (b) was already rightfully known to the Receiving Party prior to being disclosed by or obtained from the Disclosing Party as evidenced by written records kept in the ordinary course of business of or by proof of actual use by the Receiving Party; (c) has been or is hereafter rightfully received by the Receiving Party from a third person (other than the Disclosing Party) without restriction or disclosure and without breach of a duty of confidentiality to the Disclosing Party; or (d) has been independently developed by the Receiving Party without access to Confidential Information of the Disclosing Party. It will be presumed that any Confidential Information in a Receiving Party’s possession is not within exceptions (b), (c) or (d) above, and the burden will be upon the Receiving Party to prove otherwise by records and documentation.

   3. Treatment of Confidential Information. Each Party recognizes the importance of the other’s Confidential Information. In particular, each Party recognizes and agrees that the Confidential Information of the other is critical to their respective businesses and that neither Party would enter into this Agreement without assurance that such information and the value thereof will be protected as provided in this Section 4.3 and elsewhere in this Agreement. Accordingly, each Party agrees as follows: (a) The Receiving Party will hold any and all Confidential Information it obtains in strictest confidence and will use and permit use of Confidential Information solely for the purposes of this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of this Confidential Information as the Receiving Party employs with respect to its own Confidential Information of a like importance; (b) The Receiving Party may disclose or provide access to its responsible employees who have a need to know and may make copies of Confidential Information only to the extent reasonably necessary to carry out its obligations hereunder; (c) The Receiving Party currently has, and in the future will maintain in effect and enforce, rules and policies to protect against access to or use or disclosure of Confidential Information other than in accordance with this Agreement, including without limitation written instruction to and agreements with employees and agents who are bound by an obligation of confidentiality no less stringent than set forth in this Agreement to ensure that such employees and agents protect the confidentiality of Confidential Information. The Receiving Party expressly will instruct its employees and agents not to disclose Confidential Information to third parties, including without limitation customers, subcontractors or consultants, without the Disclosing Party’s prior written consent; and (d) The Receiving Party will notify the Disclosing Party immediately of any unauthorized disclosure or use, and will cooperate with the Disclosing Party to protect all proprietary rights in and ownership of its Confidential Information.

   4. Retention of Customer and Employee Information. Second Door will not retain any Customer and Employee Information for any period longer than necessary for Second Door to fulfill its obligations under this Agreement. As soon as Second Door no longer needs to retain such Customer and Employee Information in order to perform its duties under this Agreement, Second Door will promptly return or destroy or erase all originals and copies of such Customer and Employee Information.

   5. Compelled Disclosures. To the extent required by applicable law or by lawful order or requirement of a court or governmental authority having competent jurisdiction over the Receiving Party, the Receiving Party may disclose Confidential Information, including Customer and Employee Information, in accordance with such law or order or requirement, subject to the following conditions: As soon as possible after becoming aware of such law, order or requirement and prior to disclosing Confidential Information, including Customer and Employee Information, pursuant thereto, the Receiving Party will so notify the Disclosing Party in writing and, if possible, the Receiving Party will provide the Disclosing Party notice not less than five (5) business days prior to the required disclosure. The Receiving Party will use reasonable efforts not to release Confidential Information, including Customer and Employee Information, pending the outcome of any measures taken by the Disclosing Party to contest, otherwise oppose or seek to limit such disclosure by the Receiving Party and any subsequent disclosure or use of Confidential Information, including Customer and Employee Information, that may result from such disclosure. The Receiving Party will cooperate with and provide assistance to the Disclosing Party regarding such measures. Notwithstanding any such compelled disclosure by the Receiving Party, such compelled disclosure will not otherwise affect the Receiving Party’s obligations hereunder with respect to Confidential Information, including Customer and Employee Information, so disclosed.

   6. Return of Confidential and Customer and Employee Information. On Customer’s written request or upon expiration or termination of this Agreement for any reason, the Second Door will promptly: (a) return or destroy, at Customer’s option, all originals and copies of all documents and materials it has received containing Customer’s Confidential Information, including Customer and Employee Information; and (b) deliver or destroy, at Customer’s option, all originals and copies of all summaries, records, descriptions, modifications, negatives, drawings, adoptions and other documents or materials, whether in writing or in machine-readable form, prepared by Second Door, prepared under its direction, or at its request from the documents and materials referred to in subparagraph (a), and provide a notarized written statement to Customer certifying that all documents and materials referred to in subparagraphs (a) and (b) have been delivered to Customer or destroyed, as requested by Customer.

   7. Non-Exclusive Equitable Remedy. Each Party acknowledges and agrees that due to the unique nature of Confidential Information, including Customer and Employee Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach or threatened breach may allow a Party or third parties to unfairly compete with the other Party resulting in irreparable harm to such Party, and therefore, that upon any such breach or any threat thereof, each Party will be entitled to appropriate equitable and injunctive relief from a court of competent jurisdiction without the necessity of proving actual loss, in addition to whatever remedies either of them might have at law or equity. Any breach of this Section 4.3 will constitute a material breach of this Agreement and be grounds for immediate termination of this Agreement in the exclusive discretion of the non-breaching Party.

   8. Security. For purposes of this Agreement, “Customer Data” means all data, content, material, Confidential Information and other information provided by Customer to Second Door or otherwise transmitted to Second Door for use in connection with the Licensed Software. Second Door will maintain and enforce information and data privacy and security procedures with respect to its access, use and storage of all Customer Data that (a) are at least equal to industry standards taking into consideration the sensitivity of the relevant Customer Data, and the nature and scope of the Services to be provided, (b) are in accordance with Customer’s reasonable security requirements, (c) comply with all applicable international, foreign, federal, state and local laws, statutes, rules, orders and regulations, and (d) provide reasonably appropriate administrative, technical, and physical safeguards to protect against accidental or unlawful destruction, loss, alteration or unauthorized disclosure, access or use of Customer Data. Without limiting the generality of the foregoing, Second Door will take all reasonable measures to secure and defend its location and equipment against “hackers” and others who may seek, without authorization, to modify or access Second Door systems or the information found therein without the consent of Customer. Second Door will periodically test its systems for potential areas where security could be breached. Second Door will report to Customer immediately any breaches of security or unauthorized access to Second Door systems that Second Door detects or becomes aware of. Second Door will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner and deliver to Customer a root cause assessment and future incident mitigation plan with regard to any breach of security or unauthorized access affecting Customer Data.

5. Proprietary Rights and Licenses.

   1. Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information as set forth in this Addendum.

   2. Customer Data. Customer does not grant to Second Door any rights in or to Customer's intellectual property except such licenses as are required for Second Door to perform its obligations under the Agreement.

   3. License for Deliverables. Upon payment of fees due under an applicable SOW or Order Form, Second Door grants Customer a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) solely for its internal business purposes associated with its use of Second Door's Services any Deliverables created by Second Door solely for Customer under this Agreement. Second Door and Customer each retain all right, title and interest in their respective Intellectual Property and Second Door retains all ownership rights in the Deliverables.

6. Warranty. Second Door represents and warrants that all Professional Services shall be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section 5, Customer's exclusive remedy and Second Door's entire liability shall be the re-performance of the applicable Professional Services.

7. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH SECTION 5 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, Second Door AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE DELIVERABLES OR THE PERFORMANCE OF PROFESSIONAL SERVICES HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Second Door DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE DELIVERABLES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE DELIVERABLES. IN PARTICULAR, Second Door DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE DELIVERABLES, THAT THE DELIVERABLES WILL CONTINUE TO FUNCTION WITH ANY SUBSCRIPTION SERVICES AFTER THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, OR THAT Second Door WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS.

8. Non-exclusivity of Professional Services. Notwithstanding the Confidentiality obligations set forth in Section 4 of this Addendum, Customer acknowledges and agrees that (i) multiple Customers may require similar Professional Services or Deliverables and that Second Door may be developing similar Professional Services and Deliverables for other third parties, (ii) Second Door may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information of Customer, (iii) nothing will prohibit Second Door from developing or having developed for it customizations, configurations, feature, concepts, systems or techniques that are similar to the Deliverables, and (iv) nothing will prohibit Second Door from re-using with another Customer or making generally available as part of Services all or part of any customization, configuration, feature, concept, system or technique developed hereunder.

9. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

10. Miscellaneous

    1. Order of Precedence. In the event of a conflict, the provisions of an authorized SOW will prevail over those of this Addendum. Neither party’s acts nor omissions related to Professional Services, to a SOW, or to this Addendum, including without limitation breach of a SOW or of this Addendum, will give the other party any rights or remedies not directly related to the SOW in question.

    2. Independent Contractor. The parties are independent contractors and nothing in this Agreement should be construed to create a partnership, agency, joint venture, fiduciary or employment relationship between the parties. Neither party is authorized to make any representation or commitment on behalf of the other party. Each party assumes full responsibility for the actions of its personnel while performing Services and such party will be solely responsible for the supervision, daily direction, control of its personnel and for the payment of all of their compensation.

    3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

    4. Force Majeure. Neither party will be responsible for failure or delay of performance of a SOW if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions(including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than thirty (30) days, either party may cancel unperformed Professional Services upon written notice.

    5. Non-Solicitation. Except where prohibited by law, during the Term of this Addendum and for twelve (12) months thereafter, Customer will not solicit for employment, nor knowingly employ (either as an employee, contractor or agent), any of Second Door's employees or subcontractors without Second Door's prior written consent. For the purposes herein, “solicit” does not include broad-based recruiting efforts, including without limitation help wanted advertising and general posting open positions.

    6. Subcontractors. Second Door may, in its reasonable discretion, use subcontractors inside or outside the United States to perform any of its obligations hereunder. Second Door will be responsible for the performance of Professional Services by its personnel (including employees and contractors) and their compliance with Second Door’s obligations under this Addendum, except as otherwise specified herein.

    7. Severability. If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Addendum will remain in effect.

11. Definitions.

    1. “Change Order” means a Second Door change order that changes the Professional Services as set forth on a SOW, Order Form or defined in a reseller purchase. Change Orders executed by both parties shall be incorporated by reference into the applicable SOW, Order Form or reseller purchase. A Change Order cannot change Services, as defined in the Agreement to include SaaS applications.

    2. “Deliverable” means a deliverable under an SOW or Order Form.

    3. “SOW” means a statement of work describing Professional Services to be provided hereunder, that is entered into between Customer and Second Door or which is incorporated into an Order Form that is entered into between Customer and Second Door. A Second Door Affiliate that executed an SOW with Customer will be deemed to be Second Door as such term is used in this Agreement. SOWs or Order Forms are deemed incorporated herein by reference.

    4. All other capitalized terms used but not defined herein shall have the respective meanings set forth in the Agreement.