1. Scope

Schedules A through H attached hereto describe the scope of the Professional Services to be performed as a part of each Professional Services offering. The Order Documentation will specify the offering and Schedules applicable to You, which may include two or more schedules.

You and DDFU shall cooperate in good faith to complete the Professional Services in a timely and professional manner. You acknowledge and agree that any timelines provided for the completion of the Professional Services in the Order Documentation are a non-binding estimate by DDFU.

All Professional Services are to be completed remotely unless otherwise agreed in writing. The manner and means used by DDFU to perform the Professional Services are in the sole discretion and control of DDFU. DDFU may make use of subcontractors to perform any of its obligations under this Agreement, but DDFU will remain responsible for the performance of its subcontractors.

2. Acceptance

Upon completion of the Professional Services by DDFU, You shall have three (3) days to reject the Professional Services, before the Professional Services shall be deemed accepted by You. If You reject the Professional Services, the parties shall mutually attempt to resolve Your concerns in good faith.

3. Fees

You are responsible for paying DDFU or a third party authorized by DDFU to resell the Professional Services to You (a "Reseller"), as applicable, the fees for performance of the Professional Services without setoff or deduction. Unless otherwise stated in the Order Documentation: (a) DDFU or a Reseller, as applicable, will invoice You in advance for the fees for the Professional Services; and (b) all fees are guaranteed and non-refundable.

If the Professional Services are performed onsite, You shall be required to reimburse DDFU for reasonable costs of travel and associated expenses. Unless otherwise stated in the Order Documentation, all payments made directly to DDFU are due within forty-five (45) days of date of invoice.

DDFU reserves the right to suspend or terminate the Professional Services for late or nonpayment. Any such suspension or termination will not relieve You of Your obligation to pay the fees under the Agreement.

When You purchase the Professional Services directly from DDFU, any portion of the fees not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

4. Change Management

After the Agreement Effective Date, any proposed changes to the Professional Services will require a mutually executed, written change order ("CO"). The CO will describe the change requested, the rationale for the requested change, and the effect the change will have on the Professional Services, including any modifications to scheduled milestones or activities.

Notwithstanding the foregoing and if You fail to meet the Assumptions or Your Responsibilities, DDFU may issue a CO ("DDFU CO") that may include additional fees, schedule or milestone changes, or other material modifications as required by DDFU in its sole discretion to complete the Professional Services. If You do not agree to the DDFU CO, then DDFU may terminate this Agreement without liability.

5. Your Data

You shall implement and maintain adequate policies and procedures and physical and technical barriers restricting DDFU's access to Your data ("Your Data") beyond that which is necessary to perform the Professional Services.

You represent and warrant that any access to Your Data provided by You to DDFU pursuant to this Agreement shall be given in accordance and compliance with all applicable laws and regulations, including data privacy laws and regulations including more specifically the EU General Data Protection Regulation.

No later than seven (7) days after the Agreement Effective Date, You shall provide DDFU with copies of Your applicable data protection policy and any other policies with which DDFU may be required to comply in the performance of the Professional Services.

6. Term and Termination

The Agreement commences upon the Agreement Effective Date and shall terminate upon Your acceptance of the Professional Services pursuant to Section 2 (Acceptance). Notwithstanding the foregoing and where this Agreement includes Schedules C, E, and/or G, the Agreement will automatically terminate on the one-year anniversary of the Agreement Effective Date and such Schedules are not subject to Your acceptance of the Professional Services.

Any hours of Professional Services not utilized by You upon termination of this Agreement expire at that time and no refund or compensation will be provided to You for your failure to utilize those hours.

7. Confidential Information

"Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") which: (a) is marked as confidential or proprietary by the Disclosing Party; or (b) the Receiving Party should reasonably understand to be confidential.

Each Receiving Party agrees, for the term of the Agreement and for three (3) years after such term, to hold Disclosing Party's Confidential Information in strict confidence, not to disclose such Confidential Information to third parties (other than to affiliates and to professional advisers who are bound by appropriate written obligations of confidentiality) unless authorized to do so by Disclosing Party, and not to use such Confidential Information for any purpose except as expressly permitted hereunder.

The foregoing prohibition on disclosure of Confidential Information shall not apply to any information that: (i) is or becomes a part of the public domain through no act or omission of Receiving Party; (ii) was in Receiving Party's lawful possession without confidentiality obligation prior to the disclosure; (iii) is lawfully disclosed to Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by Receiving Party or its employees or agents without use of Disclosing Party's Confidential Information; or (v) is required to be disclosed by Receiving Party as a matter of law or by order of a court or by a regulatory body.

8. Intellectual Property Ownership

DDFU and its licensors are and will remain the sole and exclusive owners of all right, title, and interest in and to the Professional Services (including any and all software used to provide the Professional Services and all graphics, user interfaces, logos, and trademarks arising in the provision of Professional Services), any documentation provided by DDFU, and any data arising from the Professional Services distinct from Your Data, including all derivative works of each of the foregoing, and all Intellectual Property Rights to each of the foregoing.

This Agreement does not grant You any Intellectual Property Rights in or any license to the Professional Services or any of its components or documentation, except to the limited extent that this Agreement specifically sets forth such rights.

In the course of receiving the Professional Services, You may provide DDFU reports, comments, suggestions or ideas relating the Professional Services ("Feedback"). DDFU shall have no obligation to incorporate Feedback into the Professional Services, and You shall have no obligation to provide Feedback. You, on behalf of Yourself and Your successors-in-interest, grant to DDFU a world-wide, non-exclusive, irrevocable, perpetual, royalty-free and fully paid-up right and license to use, profit from, disclose, or publish, any Feedback.

9. Force Majeure

DDFU does not control access to Your Data or environment. Rather, such access depends in large part on the performance of internet services and technology provided or controlled by third parties and the public internet infrastructure, as well as on other events beyond DDFU's control.

Notwithstanding anything to the contrary in this Agreement, DDFU disclaims, and You shall not hold DDFU responsible for, any and all liability resulting from or related to such actions or events, including (without limitation) acts of God, acts of governmental authority, unavailability of third-party communication facilities or energy sources, fires, transportation delays, or any cause beyond the reasonable control of DDFU.

10. Notice

Except as otherwise specified in this Agreement, all notices sent to DDFU are required to be in writing and are considered effective five (5) days after mailing, when sent via certified mail, return receipt requested and postage prepaid to: DDFU, Jan Skopovy, Castkova 689/74, 326 00 Plzen, CR, EU, Attention: Legal Department with a copy of the notice sent to DDFU via e-mail at legal@ddfu.eu.

By providing Your email address to DDFU or a Reseller, You agree to receive all required notices from DDFU electronically to that email address. Such notices are effective upon being sent to the email address.

11. General Provisions

DDFU warrants that it will perform the Professional Services in a professional and workmanlike manner, consistent with industry standards. Your sole remedy and the sole obligation of DDFU for breach of the foregoing warranty shall be for DDFU to re-perform the non-conforming portion of the Professional Services.

Except as expressly stated above, the Professional Services are provided "AS IS" and DDFU expressly disclaims any and all other warranties and representations, express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

In no event will DDFU be liable to You for any special, incidental, punitive or consequential, damages including but not limited to, any lost profits, loss of use, loss of data, or loss of goodwill arising out of or in connection with this Agreement.

DDFU's total cumulative liability to You in connection with the Agreement and the Professional Services provided hereunder will be limited to the payments actually received from You under the applicable Order Documentation.

The Agreement shall be governed, construed, and enforced in accordance with the laws of Delaware.

You will at Your own expense, defend, hold harmless and indemnify DDFU and its affiliates directors, officers, and employees in connection with any actual or alleged claim(s) against DDFU brought by a third party to the extent that the action is based upon (i) Your use of the Professional Services, or (ii) Your acts or omissions.

Contact

For questions about these Professional Services Terms and Conditions, contact DDFU at legal@ddfu.eu or by post at: DDFU, Jan Skopový, Castkova 689/74, 326 00 Plzen, Czech Republic, EU.