Professional Services Terms

General

BY EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, OR OTHERWISE ACCEPTING THIS AGREEMENT, CUSTOMER AGREES TO BE BOUND BY ITS TERMS. THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER REPRESENTS THAT THEY HAVE AUTHORITY TO BIND CUSTOMER. CUSTOMER FURTHER REPRESENTS THAT IT ACQUIRES THE PROFESSIONAL SERVICES FOR BUSINESS OR PROFESSIONAL PURPOSES, AND NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD USE.

This Agreement may be entered into on a standalone basis or together with the Vectra View Master Subscription Agreement ("MSSA") between Customer and Vectra View Technologies Inc. ("Vectra View"), published at [CORP TERMS URL]. Where an Order Form references both this Agreement and the MSSA, this Agreement governs the Professional Services line items and the MSSA governs the Services, and neither Services Provider nor Vectra View guarantees the other's performance.

Definitions

1.1 "Acceptance Criteria" means the criteria against which a Deliverable or Automation Solution build is evaluated for conformity, as stated in the applicable Order Form or Build Specification.

1.2 "Customer Contact" means the individual Customer identifies in an Order Form as authorized to act for Customer under that Order Form and the agreements it incorporates, including to submit requirements, provide credentials and access, make requests, and give approvals and acceptances. This does not extend to an action that requires execution by an authorized signatory of Customer. Customer may change its Customer Contact on written notice.

1.3 "Automation Solution" means an AI-enabled or workflow-based automation designed and built by Services Provider under an Order Form. Automation Solutions built for hosting and operation by Vectra View are governed for that purpose by the MSSA and its Schedule B; this Agreement governs only their design and build.

1.4 "Background IP" means all technology, software, source code, workflows, automation components, integrations, prompts, templates, frameworks, methodologies, tools, know-how, and other intellectual property that Services Provider owns or is authorized to license, and that exists before the applicable engagement or is developed outside its scope, together with general-purpose improvements, modifications, and derivatives of the foregoing.

1.5 "Change Order" means a written change to an Order Form, signed or accepted in writing by both Parties, that modifies its scope, Fees, or timeline.

1.6 "Client" means a third party to which Customer provides governance, risk, compliance, or advisory services using a Deliverable or the Platform, to the extent Customer's Order Form permits such use.

1.7 "Confidential Information" has the meaning given in Section 9.1.

1.8 "Customer Data" means electronic data, information, and materials submitted to Services Provider by or on behalf of Customer, its Customer Contacts, or its Clients in connection with the Professional Services. Customer Data does not include Feedback.

1.9 "Deliverable" means an item expressly identified as a deliverable in an Order Form, other than an Automation Solution built for hosting and operation by Vectra View under the MSSA.

1.10 "Documentation" means the usage documentation and materials for a Deliverable or Automation Solution that Services Provider makes available to Customer.

1.11 "Order Form" means an ordering document entered into by Customer and Vectra View, or Customer and Services Provider, that references this Agreement and identifies the Professional Services purchased, the Fees, and the applicable term. Where Vectra View executes an Order Form as agent for Services Provider under Section 2.4 of the MSSA, that Order Form is an Order Form for purposes of this Agreement.

1.12 "Professional Services" means implementation, setup, integration, configuration, consulting, training, automation design and build, and other professional services Services Provider provides under this Agreement, including VectraPro Analysts services, Managed GRC services, Vectra Advisory services, and Automation Solution build work.

1.13 "Business Day" means Monday through Friday, excluding U.S. federal holidays.

1.14 "Schedules" means Schedule 1 (Automation Build Terms), Schedule 2 (VectraPro Analysts Terms), Schedule 3 (Services Provider Data Processing Addendum), Schedule 4 (Vectra Advisory Terms), and Schedule 5 (Managed GRC Terms), in each case as published by Services Provider and incorporated into this Agreement.

1.15 "Affiliate" means, with respect to an entity, any other entity that controls, is controlled by, or is under common control with that entity, where "control" means direct or indirect ownership of more than fifty percent (50%) of an entity's voting equity or the contractual or other right to direct its management and policies.

1.16 "Platform" has the meaning given in the MSSA.

1.17 "Services" has the meaning given in the MSSA.

1.18 "Authorized User" has the meaning given in the MSSA. Platform-dependent Professional Services, such as VectraPro Analysts and Managed GRC, require Customer to designate assigned personnel as Authorized Users under the MSSA, which in turn requires Customer to separately hold an active Platform subscription.

1.19 "Build Specification" means a scope document for an Automation Solution build that is identified in, and incorporated into, an Order Form. A Build Specification is not required where the Order Form itself states sufficient scope.

Structure of Agreement; Order of Precedence

2.1 Structure. This Agreement consists of the body of this Agreement, the applicable Schedules, and all Order Forms referencing it. It governs the Professional Services only. Schedule 1 applies where an Order Form describes an Automation Solution build; Schedule 2 applies where an Order Form includes VectraPro Analysts; Schedule 3 applies to the extent Services Provider processes Personal Data on Customer's behalf; Schedule 4 applies to Vectra Advisory and training Professional Services; Schedule 5 applies where an Order Form includes Managed GRC. This Agreement and the Schedules are published, each identified by effective date. The version of this Agreement and of each applicable Schedule in effect on the effective date of the applicable Order Form governs that Order Form, unless it identifies a different version or the Parties execute a separate copy. Services Provider will maintain superseded versions at that location.

2.2 Order of Precedence. If there is a conflict among these documents, the following order of precedence applies, but only with respect to the transaction or processing activity to which the conflict relates: (i) Schedule 3, for the processing of Personal Data; (ii) the applicable Order Form; (iii) the other applicable Schedule; and (iv) the body of this Agreement. An Order Form modifies this Agreement or a Schedule only if it expressly identifies the provision being modified.

2.3 Customer Ordering Documents. No terms in any Customer purchase order, vendor onboarding form, procurement portal, or similar Customer document (other than an Order Form as defined in Section 1.11) will be incorporated into or amend this Agreement, and all such terms are rejected and void, regardless of whether signed or issued before or after this Agreement.

2.4 Relationship to the MSSA. Where Customer has also entered into the MSSA, this Agreement and the MSSA are separate agreements with separate parties. Services Provider is not a party to the MSSA and has no obligation or liability with respect to the Services provided under it. Vectra View is not a party to this Agreement and has no obligation or liability with respect to the Professional Services provided under it, except for its limited agency obligations stated in Section 2.4 of the MSSA.

Professional Services

3.1 Provision of Services. Services Provider will provide the Professional Services described in each Order Form. Services Provider will perform the Professional Services in a professional and workmanlike manner consistent with generally accepted industry standards.

3.2 Subcontracting. Services Provider may perform the Professional Services using its own employees, contractors, affiliates (excluding Vectra View Technologies Inc.), and qualified subcontractors, provided Services Provider remains responsible for their performance as if performed by Services Provider itself. Any processing of Personal Data by a subcontractor remains subject to Schedule 3.

3.3 Customer Cooperation. Customer will provide timely access, information, decisions, and cooperation reasonably necessary for Services Provider to perform the Professional Services, including credentials and access rights that Customer is authorized to provide. A delay caused by Customer's failure to do so extends the applicable timeline and may result in additional Fees under a Change Order.

3.4 Change Orders. Either Party may propose a Change Order. No Change Order is effective until signed or accepted in writing by both Parties. Services Provider is not obligated to perform work beyond the scope of the applicable Order Form absent an executed Change Order or new Order Form.

3.5 VectraPro Analysts. Where an Order Form includes VectraPro Analysts, Services Provider will provide on-demand or embedded governance, risk, and compliance analyst support on a time-and-materials basis, billed in the increment stated in the Order Form. Scheduling, Platform access, and work product for VectraPro Analysts are governed by Schedule 2.

3.6 Vectra Advisory. Where an Order Form includes Vectra Advisory, Services Provider will provide the consulting, specialist, or other professional services described in the Order Form, on a fixed-fee or time-and-materials basis as stated there. Vectra Advisory is governed by Schedule 4.

3.7 Managed GRC. Where an Order Form includes Managed GRC, Services Provider will provide a dedicated team to manage Customer's governance, risk, and compliance program using the Platform, on the terms and for the Fees stated in the Order Form. Managed GRC is governed by Schedule 5.

Automation Solution Build

4.1 Scope. Each Automation Solution build is described in an Order Form or Build Specification that identifies the automation's purpose; material inputs, outputs, and data categories; third-party dependencies; systems and actions the automation is authorized to access or perform; human-review and approval points; anticipated volumes; and Acceptance Criteria.

4.2 Handoff for Operation. Where an Automation Solution will be hosted and operated by Vectra View, that hosted operation is governed by Schedule B to the MSSA and not by this Agreement. Services Provider's obligations with respect to that Automation Solution's build end on completion of the build, except for warranty obligations under Section 8.2 and any Change Order.

4.3 Customer-Environment Deployments. Where an Automation Solution is deployed into Customer's own environment rather than hosted by Vectra View, the applicable Order Form governs Services Provider's deployment and implementation assistance, which are not governed by Schedule B to the MSSA. Any license for Customer to run the Automation Solution in Customer's own environment is granted by Vectra View Technologies Inc., which owns it, under the applicable Order Form or separate license terms.

Acceptance

5.1 Review Period. Where an Order Form or Build Specification states Acceptance Criteria, Customer will review each Deliverable or Automation Solution build against those criteria and notify Services Provider in writing of acceptance or rejection within the period stated there, or, if none is stated, within ten (10) Business Days of delivery.

5.2 Deemed Acceptance. If Customer does not notify Services Provider of rejection within the applicable period, the Deliverable or build is deemed accepted.

5.3 Rejection and Cure. A rejection must state the respects in which the Deliverable or build fails to conform to the Acceptance Criteria in reasonable detail. Services Provider will correct the identified nonconformity and redeliver within a reasonable period, after which the review period in Section 5.1 applies again to the corrected Deliverable or build. This Section 5 states Customer's exclusive remedy for a nonconforming Deliverable or build, without limiting Section 8.2.

Fees; Payment

6.1 Fees. Customer will pay the fees stated in the applicable Order Form ("Fees"). Professional Services are billed on a fixed-fee or time-and-materials basis as stated in the Order Form.

6.2 Invoicing. Fixed-fee Professional Services are invoiced as stated in the applicable Order Form. Time-and-materials Professional Services are invoiced monthly in arrears unless the applicable Order Form states otherwise. All undisputed invoices are due within thirty (30) days of the invoice date. Services Provider authorizes Vectra View to execute Order Forms covering Professional Services, to agree modifications to this Agreement applicable to those Professional Services line items, and to act as its billing and collection agent for amounts payable under an Order Form, in each case on the terms stated in Section 2.4 of the MSSA. Where Vectra View collects Fees as that agent, payment to Vectra View discharges Customer's payment obligation to Services Provider for those Fees.

6.3 Fee Disputes. If Customer disputes an invoice in good faith, Customer must notify Services Provider within thirty (30) days of the invoice date with reasonable detail, and the Parties will work together in good faith to resolve the dispute. Customer will pay all undisputed amounts when due.

6.4 Expenses. Customer will reimburse Services Provider for reasonable, pre-approved travel and out-of-pocket expenses, invoiced at cost.

6.5 Late Payment. Services Provider may charge interest on past-due amounts not subject to a good-faith dispute at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and may suspend Professional Services on ten (10) Business Days' written notice of an amount more than fifteen (15) days past due.

6.6 Taxes. Fees are exclusive of taxes, levies, duties, and similar governmental assessments, including sales, use, GST, value-added, and withholding taxes ("Taxes"). Customer is responsible for all Taxes associated with its purchase of Professional Services, excluding taxes based on Services Provider's net income, property, or employees.

Term; Termination

7.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.

7.2 Termination for Convenience. Customer may terminate an Order Form for convenience on thirty (30) days' written notice, subject to payment for Professional Services performed and non-cancelable costs incurred through the effective date of termination.

7.3 Termination for Cause. Either Party may terminate this Agreement or an affected Order Form upon written notice if the other Party materially breaches this Agreement and fails to cure within thirty (30) days after receiving written notice of the breach (fifteen (15) days in the case of non-payment).

7.4 Effect of Termination. Upon termination of an Order Form, Customer will pay for Professional Services performed through the effective date of termination, and Services Provider will deliver any completed, paid-for Deliverables in the form then existing.

7.5 Scope of Remedies. A termination, expiration, suspension, refund, or other remedy under this Agreement applies only to the Professional Services governed by this Agreement. It does not, by itself, terminate, suspend, or otherwise affect a Services line item on the same Order Form, which is governed by, and subject to remedies only under, the MSSA, unless this Agreement expressly states otherwise.

7.6 Survival. Sections 1, 2, 5.3, 6, 7.4, 7.5, 7.6, 8.3, 9, 11, 12, 13, and 14 survive termination or expiration of this Agreement or any Order Form.

Warranties; Disclaimers

8.1 Mutual. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2 Services Warranty. Services Provider warrants that the Professional Services will be performed in a professional and workmanlike manner materially consistent with the applicable Order Form. Customer's exclusive remedy for breach of this warranty is correction of the nonconforming Professional Services or, if Services Provider cannot correct them within a reasonable period, termination of the affected Order Form and a refund of Fees paid for the nonconforming portion.

8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, THE PROFESSIONAL SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS," AND SERVICES PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SERVICES PROVIDER DOES NOT WARRANT THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR COMPLIANCE OUTCOME, CERTIFICATION, AUDIT RESULT, OR REGULATORY STATUS, FOR WHICH CUSTOMER REMAINS SOLELY RESPONSIBLE.

Confidentiality

9.1 Definition. "Confidential Information" means information disclosed by one Party ("Discloser") to the other ("Recipient") under this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Services Provider's Confidential Information includes its Background IP, pricing, and non-public methodologies; Customer's Confidential Information includes Customer Data. Confidential Information does not include information that (a) is or becomes generally known to the public without breach of this Agreement; (b) was known to the Recipient without restriction before disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Recipient without use of the Discloser's Confidential Information.

9.2 Obligations. The Recipient will (a) protect the Discloser's Confidential Information using at least the degree of care it uses for its own similar information, and no less than reasonable care; (b) use it only to exercise rights and perform obligations under this Agreement; and (c) disclose it only to its employees, contractors, subcontractors, and professional advisors who need to know it and are bound by confidentiality obligations at least as protective as this Section 9. The Recipient may disclose Confidential Information to the extent required by law, provided it gives the Discloser prompt notice where legally permitted and reasonable cooperation to seek protective treatment.

9.3 Duration. Confidentiality obligations continue for three (3) years after the date of disclosure, except that they continue (a) with respect to Customer Data, for as long as the Recipient retains it, and (b) with respect to a trade secret, for as long as it remains a trade secret under applicable law.

Data Protection

10.1 To the extent Services Provider processes personal data contained in Customer Data on Customer's behalf, that processing is governed by Schedule 3 (Services Provider Data Processing Addendum).

Intellectual Property

11.1 Background IP. Services Provider or its licensors retain all right, title, and interest in Background IP and in all methodologies, tools, and know-how used to perform the Professional Services. Services Provider has the rights necessary to use that Background IP in performing the Professional Services and to grant the licenses stated in this Section 11. Nothing in this Agreement transfers ownership of Background IP to Customer.

11.2 Automation Solutions. As between Services Provider and Customer, an Automation Solution and its components — including workflows, configurations, integrations, prompts, and code — are owned by Vectra View Technologies Inc., regardless of whether built by Services Provider. This Section 11.2 does not grant Customer any rights in an Automation Solution beyond those stated in the MSSA and its Schedule B, or, for a Customer-environment deployment, the applicable Order Form.

11.3 Deliverables. Except as an Order Form states otherwise, upon Customer's payment in full for a Deliverable other than an Automation Solution, Services Provider assigns to Customer all right, title, and interest in that Deliverable, excluding any Background IP embedded in it. Services Provider grants Customer a perpetual, non-exclusive, royalty-free license to use embedded Background IP solely as incorporated in the Deliverable.

11.4 Customer Data. As between the Parties, Customer owns all Customer Data. Customer grants Services Provider a non-exclusive, worldwide, royalty-free license to use Customer Data solely to perform the Professional Services.

11.5 Feedback. If Customer provides suggestions, enhancement requests, or other feedback regarding the Professional Services ("Feedback"), Customer grants Services Provider a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use Feedback for any purpose, provided Feedback will not be attributed to Customer and will not include Customer's Confidential Information or Customer Data.

11.6 Reusable Know-How. Nothing in this Agreement restricts Services Provider's use of general skills, knowledge, techniques, and know-how acquired or developed in performing the Professional Services, or its reuse of workflow patterns and components across engagements, provided it does not use or disclose Customer's Confidential Information or Customer Data.

Indemnification

12.1 By Services Provider. Services Provider will defend Customer against any third-party claim alleging that a Deliverable, as delivered by Services Provider and used in accordance with the applicable Order Form, infringes or misappropriates a United States patent, copyright, trademark, or trade secret, and will indemnify Customer against damages, liabilities, and reasonable costs (including reasonable attorneys' fees) finally awarded against Customer or agreed in a settlement approved by Services Provider. Services Provider has no obligation for a claim arising from (a) use in violation of this Agreement or the applicable Order Form; (b) modifications not made by Services Provider; (c) combination with items not provided by Services Provider where the claim would not otherwise have arisen; or (d) Customer Data or Customer-provided materials. This Section states Services Provider's entire liability and Customer's exclusive remedy for infringement claims relating to the Professional Services.

12.2 By Customer. Customer will defend Services Provider against any third-party claim arising from (a) Customer Data, including an allegation that it infringes or misappropriates third-party rights or was collected in violation of law; or (b) Customer's use of a Deliverable or Automation Solution in violation of law or this Agreement. Customer will indemnify Services Provider against damages, liabilities, and reasonable costs (including reasonable attorneys' fees) finally awarded against Services Provider or agreed in a settlement approved by Customer.

12.3 Procedures. The indemnifying Party's obligations are conditioned on the indemnified Party (a) promptly notifying the indemnifying Party of the claim, except that late notice relieves the indemnifying Party only to the extent materially prejudiced; (b) giving the indemnifying Party sole control of the defense and settlement; and (c) providing reasonable cooperation at the indemnifying Party's expense. The indemnifying Party may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to fully release the indemnified Party without the indemnified Party's prior written consent, not to be unreasonably withheld.

Limitation of Liability

13.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PROFESSIONAL SERVICES FEES PAID OR PAYABLE TO SERVICES PROVIDER UNDER THE AFFECTED ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. FOR CLARITY, FEES PAYABLE TO VECTRA VIEW FOR SERVICES ON THE SAME ORDER FORM ARE NOT PROFESSIONAL SERVICES FEES AND DO NOT INCREASE THIS CAP.

13.3 Enhanced Cap. Each Party's aggregate liability arising from (a) its breach of Section 9 (Confidentiality) or (b) Services Provider's breach of Schedule 3 will not exceed two (2) times the cap stated in Section 13.2, instead of, not in addition to, that cap.

13.4 Excluded Claims. Sections 13.1 through 13.3 do not limit (a) either Party's indemnification obligations under Section 12; (b) liability arising from a Party's fraud, gross negligence, or willful misconduct; (c) Customer's payment obligations; or (d) liability that cannot be limited under applicable law.

Miscellaneous

14.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and each Party consents to the personal jurisdiction and venue of such courts and waives any objection thereto. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY SUCH DISPUTE.

14.2 Notices. Legal notices must be in writing and delivered (a) to Customer at the notice email and mailing address specified on the most recent Order Form, and (b) to Services Provider to legal@vectraview.com.

14.3 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, not to be unreasonably withheld, except that either Party may assign this Agreement without consent to an Affiliate — excluding, in the case of Services Provider, Vectra View Technologies Inc. — or in connection with a merger, reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement.

14.4 Relationship; No Third-Party Beneficiaries. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, or employment relationship. Except as this Agreement expressly states, there are no third-party beneficiaries to this Agreement, and Clients have no rights under this Agreement.

14.5 Force Majeure. Except for payment obligations, neither Party is liable for delay or failure to perform caused by circumstances beyond its reasonable control. The affected Party will give reasonably prompt notice and resume performance when practicable.

14.6 Severability; Waiver. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions remain in effect. A Party's failure to enforce a provision is not a waiver of that or any other provision.

14.7 Entire Agreement; Amendment. This Agreement, together with the Schedules and the Order Forms, is the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and representations regarding that subject matter. Services Provider may update this Agreement and the Schedules prospectively by publishing a revised version and giving Customer at least thirty (30) days' notice. A revised version does not change the terms governing an Order Form already in progress.