This Professional Services Addendum for Managed Services (“Addendum” or “Managed Services Addendum”) forms part of the Heap Master Services Agreement (“MSA”, collectively, the “Agreement”) and is entered into and agreed upon by and between Customer and Heap. This Addendum shall be effective as of the date the Customer executes an Order Form or other similar document specifying the Services to be provided hereunder and fees to be paid by Customer.  Any capitalized terms not defined in this Addendum have the respective meanings as set forth in the MSA or the Order Form.  In the event of a conflict between the terms of this Addendum and the Agreement, this Addendum shall govern only with respect to the subject matter herein.

1. HEAP MANAGED SERVICES.

1.1 Managed Services. Upon payment of the fees and subject to Customer’s continuous compliance with the terms and conditions of this Agreement, Heap will provide Customer with additional consulting services and support outlined in https://heap.io/professional-services-managed-services to help Customer best leverage the applicable Software Services at the set number of hours purchased by Customer during the Subscription Term (“Managed Services”).

1.2. Customer Obligations. Customer is required to (a) make a competent representative available throughout the duration of the Managed Services; (b) have (and maintain) the required infrastructure and system requirements as set forth in the Documentation to ensure proper access and utilization of the Software Services; and (c) provide any necessary assistance or information to Heap required to complete Professional Services.

1.3 Exclusions. In regard to Managed Services, Heap is not obligated to (a) provide any Professional Services other than what is offered under this Addendum; (b) perform Professional Services if Customer fails to pay all fees when due or fails to perform its obligations under the Agreement; (c) perform (i.e., take control of Customer’s environment) Managed Services absent the Customer’s direction or on Customer’s behalf. Customer acknowledges that Professional Services do not include developing custom scripts, templates or queries or analyzing or troubleshooting performance issues resulting from or related to third party products.  Heap will not take control of Customer’s environment to perform full installations, configurations, migrations or upgrades. Heap will not go on-site to the Customer to perform any Professional Services offered under this Agreement.  

2.SUBCONTRACTING. 

In the course of providing the Professional Services and/or deliverables hereunder, Heap may, in its discretion, draw on the resources of and subcontract to subcontractors (each, a “Subcontractor”). In such instances, Customer agrees that Heap may provide information Heap receives in connection with this Product Addendum to the applicable Subcontractor(s) for the purpose of the Professional Services and related administration.  Heap will remain responsible for all of the Professional Services provided by such Subcontractor, and Customer agrees that it shall not make any direct payment to Subcontractor for the Services. 

3.EXPIRATION; TERMINATION. 

3.1 Expiration. This Addendum and Managed Services will automatically expire upon the earlier of: (i) the completion of the agreed upon hours or (ii) one (1) year after the Service Start Date identified in the Order Form. Upon expiration, Heap will no longer be required to provide Professional Services under this Addendum. 

3.2 Termination. Heap may terminate this Addendum upon thirty (30) days prior written notice for any material default or breach of the terms and conditions of this Addendum or the Agreement, unless the Customer has cured such failure or default within such thirty (30) day period, or immediately pursuant to the MSA. 

4. CHANGE ORDER PROCESS. 

If the scope of the Professional Services materially alters and requires a change, such change will be mutually agreed upon between the parties, and the parties will execute a change order, reflecting fees, for additional Professional Services to be performed (a ‘Change Order’). 

5. FEES.

The fees for the Professional Services will be outlined and paid solely to Heap in accordance with the Order Form. Failure of Customer to complete the Managed Services prior to the expiration of the Managed Services shall not relieve Customer of its obligation to pay the fees due hereunder.