DTN Addendum – Professional Services

The following additional terms apply to any Professional Services:

1. “Professional Services” means the training, consultation, custom development, technical support, implementation work, or other professional services DTN provides to Customer.
2. DTN will provide Customer with the Professional Services described in the applicable Order (including any Statement of Work, or similar document describing the services) (collectively, the “SOW”) and in accordance with any terms and conditions applicable to the specific Professional Services (the “Services Terms”), as set forth in the SOW (if any). In the event of conflict between the Services Terms and any other terms of this Agreement, the Services Terms will control.
3. Customer shall reimburse DTN for all expenses set forth on the applicable SOW, or that have been otherwise preapproved in writing by Customer, which are reasonably related to DTN’s provision of Professional Services, in accordance with the payment terms set forth in the Agreement.
4. Unless expressly set forth in the applicable SOW, DTN owns the entire right, title and interest in and to all corrections, programs, information, deliverables and work product conceived, created or developed, alone or with Customer or others, as a result of or related to the performance of the Professional Services, and nothing will be considered or deemed as “work made for hire” for the Customer.
5. Except as otherwise expressly provided in the applicable SOW: (i) Customer will have a reasonable amount of time, not to exceed fifteen (15) days, in which to use and evaluate any deliverables provided by DTN as part of the Professional Services to determine if it meets the specifications set forth in the SOW (the “Acceptance Period”); and (ii) if Customer rejects such deliverable, Customer must inform DTN in writing of the same within the Acceptance Period (which must include a reasonably detailed description of the reasons why the deliverable is rejected) otherwise the deliverable (and all related Professional Services) are deemed accepted by Customer. DTN’s sole liability and obligation, and Customer’s sole remedy, for any rejection of a deliverable as described in the previous sentence is for DTN to re-perform or, at its discretion, redeliver the affected Professional Services and/or deliverable or, if in DTN’s discretion it determines that re-performance or redelivery are not feasible, DTN may terminate the affected SOW and refund to Customer the fees paid for the affected Professional Services.
6. For the purposes of Sections 2, 4, 5, 6(b), 7, 8(b), 9, 10(a), 11(e), 11(f), and 11(n), the term “Services” includes Professional Services (except where precluded by context).