This Professional Services Supplement (“Professional Services Supplement”) supplements and amends the Subscription Services Agreement (“SSA”) between the parties and governs Customer’s purchase of, and Otelier’s provision of, the Professional Services (as defined below) performed to set up the Otelier Products. Customer accepts this Professional Services Supplement, which becomes binding on Customer, upon the earlier of the date of Customer’s execution of a Statement of Work or other document referencing this Professional Services Supplement, or acceptance of this Professional Services Supplement and associated commercial terms as part of an online sign-up procedure or by accessing, browsing, or using the Otelier Products. You agree that you have read, understood, accept and agree to be bound by this Professional Services Supplement and confirm that you are authorized by bind Customer. By using the Otelier Products, you agree to be bound by the version of this Professional Services Supplement that is in force during such use. You can always review the most current version by visiting https://otelier.io/data-processing-agreement/

1. DEFINITIONS. Capitalized terms in this Professional Services Supplement have the following meanings:

1.1 “Customer” means the Customer entity that is the counterparty to the Statement of Work.

1.2 “Otelier” means the Otelier entity that is the counterparty to the Statement of Work.

1.3 “Professional Services” means the services performed by Otelier to set up the Otelier Product, as described in one or more Statements of Work referencing this Professional Services Supplement.

1.4 “Project Materials” means (a) the productized Otelier documents, reports, training courses, and course materials, as customized by Otelier for Customer’s set up and use of the Otelier Product and/or (b) Otelier Product-specific interfaces and code customizations created by Otelier for Customer’s use with the Otelier Product, each (if applicable) as defined in a Statement of Work.

1.5 “Statement of Work” means the document for ordering Professional Services executed by the parties from time to time, which is governed by the terms of this Professional Services Supplement and that specifies, among other things and as appropriate, the scope of Professional Services to be provided, the timeframe for performance, and the applicable fees.

2. Otelier OBLIGATIONS

2.1 Professional Services. Otelier will provide the Professional Services as described in each Statement of Work. Otelier is responsible for the supervision, direction, and control of its personnel engaged in providing Professional Services. Otelier may subcontract any aspect of the Professional Services and Otelier will be responsible for the performance of any such subcontractor. Otelier’s performance of the Professional Services is contingent upon Customer’s timely and effective performance of its responsibilities, decisions, and approvals, and Otelier may rely on Customer decisions and approvals.

3. CUSTOMER RESPONSIBILITIES

3.1 Professional Services Assistance. Customer shall assist Otelier in connection with the setup of the Otelier Product as set forth in the applicable Statement of Work.

Otelier grants Customer the non-exclusive, worldwide, paid-up, royalty-free license to use copies of Professional Services and Project Materials solely in connection with its use of the Subscription Services and to the same extent and pursuant to the same terms and conditions as provided in this Professional Services Supplement for such Subscription Services.

4. FEES AND PAYMENT

4.1 Professional Services Fees; Expenses. In consideration of the Professional Services, Customer will pay Otelier the applicable fees therefor, as stated in each applicable Statement of Work. Unless otherwise set forth in the applicable Statement of Work, Customer will pay Otelier for Professional Services on a fixed fee basis. Any estimates regarding fees charged on a time and materials basis for Professional Services are good faith estimates only, based on information known to Otelier at the time the estimate is made; such estimates are not fixed fees or fee guarantees. Customer agrees to reimburse Otelier for all miscellaneous out-of-pocket expenses incurred by Otelier in performing the Professional Services, as well as for reasonable travel expenses, provided such expenses have been pre-approved by Customer. Reimbursement of travel expenses will be in accordance with Otelier’s travel expense policy, a copy of which will be provided to Customer upon request.

If Customer’s account is thirty (30) days or more past due, Otelier reserves the right to suspend the Subscription Services and related Professional Services, until such amounts are paid in full.

5. PROPRIETARY RIGHTS

5.1 Otelier’s Rights. As between the parties, Otelier owns all right, title, and interest, including all Intellectual Property Rights, in and to (a) the Otelier Products (and all Improvements, and Error Corrections), the Subscription Services, the Documentation, and the Project Materials, (b) the Otelier trademark and any other trademarks used with the Otelier Products or services provided by Otelier hereunder, (c) the Otelier Data, (d) the Aggregate Data, and (e) all other Otelier-supplied material developed for use in connection with the Otelier Product or Subscription Services generally, exclusive of Customer Data. For the avoidance of doubt, Project Materials are provided to Customer solely for use with the Otelier Product and for no other purpose. Nothing in this Professional Services Supplement shall be deemed to limit Otelier’s right to perform similar Professional Services for any other party or to assign any employees or subcontractors to perform similar Professional Services for any other party or to use any information incidentally retained in the unaided memories of its employees providing Professional Services. Any rights not expressly granted herein are reserved by Otelier. Except for the access and use rights expressly set forth in this Professional Services Supplement, no other rights in or to Otelier’s intellectual property are granted to Customer. In no event shall any Otelier Product be deemed to have been sold to Customer, even if, for convenience, Otelier uses words such as “sale” or “purchase” in Order Forms or other documents or communications. Customer agrees that Otelier may generate Aggregate Data, and notwithstanding anything to the contrary herein, the parties agree that Otelier may use Aggregate Data at any time. Customer agrees that Otelier may (i) make Aggregate Data publicly available in compliance with applicable law, and (ii) use Aggregate Data to the extent and in the manner permitted under applicable law; provided that such Aggregate Data do not identify Customer Data or Customer’s Confidential Information and is unable to be reidentified.

6. WARRANTIES, REMEDIES, AND DISCLAIMER

6.1 Warranties. Otelier warrants that it will perform the Professional Services in a competent and workmanlike manner that materially conforms to the Statement of Work requirements.

6.2 Remedies. If Otelier fails to provide the Professional Services as warranted, then Customer must report such failure to Otelier within five (5) days after the performance thereof, and Otelier will re- perform such Professional Services at no additional charge. The provisions of the Section constitute Customer’s sole and exclusive remedy, and Otelier’s sole and exclusive liability, for breach of the warranty set forth above.

7. TERM AND TERMINATION

7.1 Term of Professional Services Supplement. This Professional Services Supplement commences on the Effective Date and continues until the stated in all Statements of Work have expired or been terminated.

Upon termination or expiration of this Professional Services Supplement for any reason, Otelier will cease providing Professional Services. In no event shall termination of this Professional Services Supplement relieve Customer of the obligation to pay any fees accrued or payable to Otelier for services under any Statement of Work performed prior to the effective date of termination

8. GENERAL PROVISIONS

8.1 Entire Agreement; Order of Precedence. Unless otherwise stated, the terms of the SSA are incorporated in their entirety herein. This Professional Services Supplement, including any documents referenced herein, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. In the event of any conflict or inconsistency between the following documents, the order of precedence shall be: (a) the applicable Statement of Work, (b) this Professional Services Supplement, and (c) the Documentation and Support Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer-initiated order documentation shall be incorporated into or form any part of this Professional Services Supplement, and all such terms or conditions shall be null and void. The section headings in this Professional Services Supplement are solely for the convenience of the parties and have no legal or contractual effect.

8.2 Modification. Subject to the restrictions in this Section, Otelier may modify this Professional Services Supplement. If Otelier modifies these terms, it shall provide prior notice by email or posting on the Otelier website (“Modification Notice”) to Customer of such modifications at least 30 days prior to the effectiveness of the modifications. Otelier is not required to provide prior notice if modifications are necessary to comply with applicable laws but in such case shall use commercially reasonable efforts to provide prior notice when practicable. (a) If the Modification Notice states that the modifications will become effective upon commencement of a renewal Subscription Services term, then the modifications will become effective for each Subscription Service affected by the changes upon renewal of such Subscription Service. Customer may avoid the applicability of the changes only by canceling the renewal of Customer’s subscription prior to commencement of the renewal Subscription Service term. (b) If the Modification Notice states that the modifications will become effective during the then-current Subscription Services term, and the modifications materially and adversely affect Customer, then Customer may terminate Customer’s subscription to the affected Subscription Service by providing written notice to Otelier at any time within the 30-day period following the date of the Modification Notice. Customer’s termination will become effective on the later to occur of (i) the date on which Customer delivers a timely termination notice or (ii) the date on which the applicable modifications become effective. If Customer terminates a Subscription Service pursuant to this subsection (b), then Otelier shall refund Customer the pro rata amount of any prepaid service subscription fees applicable to the unused portion of the Subscription Service term for the terminated service (excluding any previously paid one-time fees, including but not limited to Professional Services and implementation fees). (c) If Customer does not terminate the affected Subscription Service as specified in this Section, then Customer will be bound by the modified terms beginning upon the effective date set forth in the Modification Notice. Except as set forth in this Section, no modification, amendment or waiver of any provision of this Professional Services Supplement shall be effective unless in writing and signed by both parties.

8.3 Counterparts. This Professional Services Supplement is incorporated into any and all Statements of Work executed by Customer. Statements of Work, and/or amendments related hereto may be executed electronically and in counterparts, which each individually and taken together shall form one binding legal instrument.

8.4 Conflicts. In the event of any conflict between the provisions in the SSA, this Professional Services Supplement and any Statement of Work, the terms of the Statement of Work shall prevail over this Professional Services Supplement and the terms of this Professional Services Supplement shall prevail over the terms of the SSA, to the extent of any inconsistency.