Professional Services
These Additional Terms and Conditions for Professional Services (these “Additional TOS”) supplement the Intelligent Protection Management Corp.’s Term of Service (the “Base TOS”) and, together with the Base TOS, govern your use of the IPM Professional Services (defined below”). Your use of the IPM Professional Services is subject at all times to the Base TOS and these Additional TOS, as well as any other terms and conditions that may apply to the services you acquire from or through IPM, including without limitation any third party terms and conditions, terms of service, licensing agreements or the like that may apply to your procurement of the IPM Professional Services. The term “IPM Professional Service” means any professional services offered by IPM, whether provided by IPM directly or by a third party provider through IPM, including without limitation, implementation services, managed services, search engine optimization services and design and development services. Capitalized terms used, but not otherwise defined herein, have the respective meanings assigned to them in the Base TOS unless the context clearly defines otherwise, and the term IPM Services as used in the Base TOS shall include without limitation the IPM Professional Services. For the avoidance of doubt, “you” as used herein has the same meaning given to it in the Base Agreement, and includes without limitation the individual person who actually agrees to be bound by these Additional Terms and, if applicable, the entity on whose behalf such person is agreeing to be bound by these Additional TOS. References to “this Agreement” in the Base TOS shall refer to the Base TOS as supplemented/modified by these Additional TOS.
By clicking that you “agree to” or “accept” (or similar) these Additional TOS and/or purchasing (including through a reseller) and/or using the IPM Professional Services, you acknowledge that you have read and understood these Additional TOS and the Base TOS, and that you agree to be bound by all terms and conditions set forth in these Additional TOS and the Base TOS, and any other policies or agreements made part of either of them by reference, as well as any new, different or additional terms, modifications, conditions or policies which IPM or any of its third party providers may establish and/or revise at any time, and any agreements that IPM is currently bound by or will be bound by in the future.
The terms contained in these Additional TOS and the Base TOS supersede and replace any other agreement or negotiation between you and IPM whether oral, written, or otherwise including any statements made by any representative of IPM, at any time, with respect to the matters covered by the Base TOS and these Additional TOS.
You agree that IPM may modify These Additional TOS from time to time. You agree to be bound by any changes IPM may make to this these Additional Terms as of the date on which such changes are made effective. You agree that IPM shall not be bound by any representations made by third parties who you may use to purchase the IPM Professional Services, including any reseller.
You warrant in your personal capacity that you have the power, authority, and capacity necessary to undertake the obligations set forth herein for yourself and, if applicable, on behalf of any entity on whose behalf you are agreeing to be bound by these Additional TOS.
Scope of Professional Services:
The scope of any IPM Professional Services to be delivered by IPM shall be set forth in one or more separate written agreement(s) between you and IPM with respect thereto (an “IPM Professional Services Agreement”) or if there is no such agreement covering the applicable IPM Professional Services, then as quoted to you by IPM (an “IPM Quote”). The scope of any IPM Professional Services shall be limited to those set forth in the applicable IPM Professional Services Agreement or Quote, and shall be construed narrowly.
Pricing/Payment Terms:
The price for any IPM Professional Service and the payment terms therefor shall be as follows: (1) if the IPM Professional Services are being delivered pursuant to an IPM Professional Services Agreement, then as set forth therein; or (2) if there is no IPM Professional Services covering the IPM Professional Services to be delivered, or if the pricing and/or payment terms for the IPM Professional Services to be delivered are not covered thereby, then as set forth in the applicable IPM Quote.
Relationship of Parties:
In all activities hereunder, the relationship of Company and Client shall be that of independent contractors. Neither party shall, directly or indirectly, hold itself out as being a principal, officer or employee of the other party or their respective affiliated companies, or an agent, partner, franchisee or joint venturer of the other or any of their respective affiliated companies.
Intellectual Property Rights:
Each party will retain ownership rights to all its previously existing intellectual property, including without limitation any copyright, trade secret, engineering technique, process, and vested or potential trademark and patent rights, including any derivatives, enhancements, or modifications thereto (“Existing Intellectual Property”). In addition, unless otherwise agreed to in writing by IPM, IPM will retain all intellectual property rights developed, created or conceived by it in the performance of any of the IPM Professional Services, including any deliverables to be delivered by IPM as part of the IPM Professional Services. You hereby grant IPM a license to use any and all intellectual property delivered by you to IPM in connection with IPM’s performance of the IPM Professional Services (“Customer Materials”) in the performance of such services. You represent, warrant and covenant to IPM that none of the Customer Materials infringes or will infringe on the intellectual property rights of any other person or entity and that you hold all rights in the Customer Materials to engage IPM to perform the IPM Professional Services with respect to the Customer Materials.
Non-Solicitation:
You agree that so long as IPM is performing any IPM Professional Services for you and for a period of two (2) years thereafter, you shall not, and shall cause your affiliates and representatives to not, without the prior written consent of IPM, directly or indirectly, on your own behalf or in the service or on behalf of others, (a) solicit, induce or encourage any person who is then an employee or independent contractor of Intelligent Protection Management or any of its affiliates to terminate his or her employment or engagement with IPM, as applicable, or (b) hire or attempt to hire any person who is or was an employee or independent contractor of IPM or any of its affiliates within the six (6) months immediately prior to the subject date.
Prompt Response; Abandonment:
Many of the IPM Professional Services require your timely delivery of documents, materials or information to IPM. In addition, many of the IPM Professional Services are a collaborative process, requiring your ongoing attention and input. You agree that you will promptly respond to any requests or inquiries from IPM and that you will not unreasonably withhold or delay any acceptance or approval of the IPM Professional Services or any portion thereof (to the extent such services require your consent or approval). IPM shall not be responsible for any delays in performing the IPM Professional Services or failures thereof resulting (even in part) from your failure to comply with your obligations in the previous sentence or your failure to deliver any documents, materials or information required to be delivered by you to IPM in order for IPM to perform the IPM Services. If you fail to respond to repeated attempts by IPM to contact you to begin, continue, or finalize the delivery of the IPM Professional Services for a period of two (2) months or more, IPM shall have the right to deem you to have abandoned the applicable IPM Professional Services (an “Abandoned Account”) entitling IPM to cease the performance of any further such IPM Professional Services. In the event IPM does so, you will be obligated to pay the full amount of the IPM Professional for which you contracted and under no circumstances will IPM be obligated to issue you any refund for any amounts paid.
Termination for Cause: IPM may terminate its obligations to provide you any IPM Professional Services if you breach any of your obligations to IPM, whether set forth in these Additional TOS, the Base TOS, an IPM Professional Services Agreement, an IPM Quote or any other agreement by and between you and IPM.