Professional Services Addendum

This Professional Services Addendum ("PSA ") amends and supplements the Artsteps Terms of Service ("Agreement") entered into between you, the user, together with any company or other business entity you are representing, if any (collectively, "User"), and Dataverse Ltd, owner of Artsteps ( "Dataverse") and is hereby incorporated by reference into the Agreement. All capitalized terms not otherwise defined in this PSA will have the meaning given to them in the Agreement. If there is any inconsistency or conflict between this DPA and the rest of the Agreement as it relates to data protection, this PSA will govern.

1. Engagement of Professional Services 

1.1 Dataverse provides a variety of professional services (collectively, including all Deliverables, “Professional Services”). 

1.2 Professional Services Description. The Professional Services that the User is contracting for (including all payment therefore) will be referenced on the applicable Service Order or Order Form (collectively, " Service Order ").

1.3 User will accept or reject all Deliverables as outlined in the Service Order. To the extent User does not reject any Deliverable in writing within 5 business days, the Deliverable will be deemed accepted. User’s notice must include a reasonable description of how the Deliverable fails to meet specifications, and upon receiving such notice, Dataverse will correct such Deliverable, within a commercially reasonable period of time.

1.4 Dataverse retains ownership of all intellectual property or other proprietary rights in the Professional Services. Dataverse grants User a non-exclusive, non-transferable, royalty free and worldwide license to copy, distribute, display, transmit, perform, and make derivative works of the Professional Services for a period of time referenced on the applicable Service Order. 

1.5 Dataverse’s ability to perform the Professional Services is contingent on User’s timely response. Dataverse may suspend or terminate this PSA and all outstanding Professional Services upon written notice to User if User fails to respond to Dataverse for 14 days. Upon termination by Dataverse under this Section 1.6, no refund of prepaid fees will be owed by Dataverse.

1.6 Additional Professional Services or Deliverables. Any additional Professional Services or Deliverables, other than those specified in the Service Order, will require a change order and may result in additional fees.

2. Relationship with the Agreement 

2.1 The parties agree that this PSA replaces any existing addendum or other terms the parties may have previously entered into in connection with Professional Services. 

2.2 Professional Services and Deliverables are subject to the representations and warranties in Section 13 (Disclaimer of Warranties) of the Agreement. 

2.3 All indemnification obligations in the Agreement, including Section 15 (Indemnity), will apply to this Addendum, including all Professional Services and Deliverables.

2.4 The limits of liability in the Agreement, including Section 14 (Limitation of Liability) of the Agreement will apply to this Addendum (in the aggregate, with all other claims under the Agreement).

2.5 Whenever present on User facilities, Dataverse will comply and will cause its personnel to comply with User’s on-site policies, as provided to Dataverse in advance in writing. In the event that Dataverse is unable to comply with any such policies, Dataverse will provide User with written notice, and the parties will collaborate in good faith to address such issue.

2.6 Except for the changes made by this PSA, the Agreement remains unchanged and in full force and effect. The terms of this Addendum are intended to supplement the Agreement. If there is any conflict between this PSA and the Agreement, this PSA shall prevail to the extent of that conflict. 

2.7 Any claims brought under or in connection with this PSA shall be subject to the terms and conditions, including the exclusions and limitations set forth in the Agreement. 

2.8 If there is any conflict between this PSA or the Agreement and Service Order, the Service Order shall prevail to the extent of that conflict.

2.9 No one other than a party to this PSA, its successors and permitted assignees shall have any right to enforce any of its terms.