The terms below are incorporated into, and form an integral part of, the Commerce Master Services Agreement. Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the Agreement, and this Professional Services Program Document (“Program Document”) shall take precedence over any conflicting terms in the Agreement. Any breach of the terms below will be deemed a material breach of the Agreement.



1. Services.
   1. Statements of Work. Commerce will provide Customer with certain professional services (“Professional Services”) as identified in one or more statements of work or exhibits between the parties (each, a “Statement of Work”). For purposes of clarification, this Program Document shall also apply to Enterprise Customer Success Management services (if applicable) but shall not apply to the Commerce Services, which are licensed separately under the Agreement.
   2. SOW Amendments. If the parties agree to any changes to a Statement of Work, they shall execute an amendment to the Statement of Work effecting such changes (“SOW Amendment”). No additions or other changes to a Statement of Work shall be effective unless such changes are in writing and signed by both parties in the form of a SOW Amendment.
2. Payment.
   1. Fees & Expenses. Customer shall pay Commerce the fees for the Professional Services as set forth in the applicable Order Form or Statement of Work. Customer shall also reimburse Commerce for all out-of-pocket costs and expenses (including travel and related expenses) reasonably incurred by Commerce in connection with the Professional Services. Expense receipts will be made available if requested by Customer. Unless otherwise set forth in the Statement of Work, the payment terms will be as set forth in the Agreement.
   2. Taxes. Fees set forth in a Statement of Work do not include applicable taxes. Customer shall be responsible for all applicable taxes relating to the Professional Services. Each party shall be responsible for taxes based on its own net income, employment taxes of its own employees, and for taxes on any property it owns or leases.
3. Disclaimer; Limited Warranty.
   1. Limited Warranty. Commerce warrants that the Professional Services will be performed in a professional and workmanlike manner. Customer’s sole and exclusive remedy for a breach of the foregoing warranty is for Commerce to re-perform the non-conforming Professional Services within 30 days (or such longer period as agreed to by the parties in writing), or at Commerce’s option, refund the fees paid for the non-conforming Professional Services.
   2. Disclaimer. THE EXPRESS WARRANTY SET FORTH IN THIS DISCLAIMER/LIMITED WARRANTY SECTION IS IN LIEU OF ALL OTHER WARRANTIES AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Commerce HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED.
4. Limited Liability.
   1. No Indirect Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES, INCLUDING DAMAGES FOR LOST REVENUE, PROFIT, OR BUSINESS ARISING OUT OF OR RELATING TO THIS PROGRAM DOCUMENT OR ANY STATEMENT OF WORK.
   2. Maximum Liability. EACH PARTY'S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS PROGRAM DOCUMENT, INCLUDING ANY STATEMENT OF WORK, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO COMMERCE PURSUANT TO THE STATEMENT OF WORK THAT GAVE RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND ANY LIMITATION OF LIABILITY.
5. Term and Termination.
   1. Term. The term of this Program Document will commence on the Program Effective Date and continue until the expiration or termination of the Agreement. Each Statement of Work will terminate on the earlier of: (i) completion of the Professional Services set forth therein, (ii) termination of such Statement of Work in accordance with the termination provisions specified therein (if any), or (iii) termination of the Agreement.
   2. Termination. Either party may terminate this Program Document in the event of a material breach by the other party. Such termination may be effected only through a written notice to the breaching party, specifically identifying the breach or breaches on which such notice of termination is based. The breaching party will have a right to cure such breach or breaches within fifteen (15) days of receipt of such notice, and this Program Document will terminate in the event that such cure is not made within such fifteen (15) day period.
   3. Effect of Termination. If this Program Document is terminated, all Statements of Work and all licenses granted under this Program Document will also terminate. Upon termination of this Program Document, Customer will (i) pay Commerce all fees for Professional Services performed through the effective date of termination, and (ii) reimburse Commerce for all expenses incurred prior to the effective date of termination.
   4. Survival. The rights, duties and obligations of the parties under this Program Document that by their nature continue and survive will survive any expiration or termination of this Program Document.
6. Customer Obligations.
   1. Customer Responsibilities. Customer shall perform those tasks specified in the applicable Statement of Work (collectively, “Customer Responsibilities”). Commerce’s performance is dependent on Customer's timely, accurate, and effective performance of all Customer Responsibilities and Customer’s failure to satisfy such Customer Responsibilities may prevent or delay Commerce’s performance of the Professional Services and/or require modifications to a Statement of Work, including but not limited to an adjustment to the schedule and/or fees.
   2. Customer-Furnished Items. Customer will provide Commerce with access to Customer-Furnished Items as reasonably required for the performance of the Professional Services in accordance with the applicable Statement of Work and this Program Document. “Customer- Furnished Item(s)” means any software, documentation or data provided by Customer or any third party on behalf of Customer.
   3. License. Customer hereby grants to Commerce a non-exclusive, worldwide, royalty-free, fully paid-up license to use, publicly perform, publicly display, modify, prepare derivative works of, reproduce, make, have made, import and otherwise exploit Customer-Furnished Item(s) as reasonably required for the performance of the Professional Services. Customer warrants that it has the right to provide the foregoing license to Commerce and that neither the Customer-Furnished Items themselves nor their use by Commerce as permitted under this Program Document will infringe or misappropriate any intellectual property or proprietary right of any third party. Customer agrees to defend, indemnify, and hold harmless Commerce from and against all claims, proceedings, liabilities, costs or damages arising from any breach of the foregoing warranty.
   4. “Commerce Knowledge” Commerce shall retain all right, title and interest (including all intellectual property rights) in and to the Commerce Knowledge. “Commerce Knowledge” means the following, whether developed by Commerce in the course of performing the Professional Services under this Program Document or independently of the Professional Services: (a) reports, documents, studies, software programs, specifications, derivative works, algorithms or other tangible property (including all intellectual property rights embodied therein) developed and/or used by Commerce and/or its personnel; (b) any business methods, methodologies, processes, techniques, know-how or other intangible property (including all intellectual property rights therein) which are developed and/or used by Commerce and/or its personnel; and/or (c) any derivative works, enhancements and/or modifications to any of the foregoing items listed in (a) or (b) above. If Commerce makes any Commerce Knowledge available to Customer, it will do so on an “AS IS” basis and without express or implied warranties of any kind.
7. Entire Agreement. Together with the Agreement, this Program Document constitutes the final and exclusive agreement between the parties relating to this subject matter and supersedes all agreements, whether prior or contemporaneous, written or oral, concerning such subject matter.