This Professional Services Addendum for Training (“Addendum” or “Training 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 TRAINING SERVICES.
1.1 Training 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 any of the following additional consulting services to Customer and its Users as agreed upon between the parties (“Training”), specifically any of the following:
Administrator Training: For administrators of the Software Services, Heap will provide information as to how to set up the Software Services and a desired Data Governance strategy for the Heap Customer Data, which may include the following:
Organizing and Naming Conventions
Tools to Govern Your Customer Data
Rolling out Heap Software Services
Ongoing Maintenance of the Data Governance strategy
User Training: For new Users of the Software Services, Heap will provide information as to the nature of what Heap is, the Customer Data we collect and how to start reviewing reports, and may review the following agenda items:
Heap Navigation Highlights
Introduction to Reports
Let’s Build Reports
Live Coaching Workshop: For any Heap Users, Heap will work through live Q&A with a trainer. Agenda includes reviewing 3-5 questions submitted by the Customer prior to the Training.
1.2 Customer Obligations. Customer is required to (a) make a competent representative available throughout the duration of the Training; (b) internally coordinate the relevant Training; and (c) provide any necessary assistance or information to Heap required to complete the Training.
1.3 Exclusions. In regard to Training, Heap is not obligated to (a) provide any Professional Services other than what is offered under this Addendum; or (b) perform Professional Services if Customer fails to pay all fees when due or fails to perform its obligations under the Agreement. 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.
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. TERM; EXPIRATION; TERMINATION.
3.1 Training Term. Training starts on the Subscription Start Date and shall expire in accordance with section 3.2 (Expiration) unless sooner terminated in accordance with this Addendum.
3.2 Expiration. This Addendum and Onboarding will automatically expire upon the earlier of: (i) the completion of the agreed upon Training or (ii) one (1) year after the Subscription Start Date. Upon expiration, Heap will no longer be required to provide Professional Services under this Addendum.
3.3 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”).
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 Professional Services within the Training Term shall not relieve Customer of its obligation to pay the fees due hereunder.