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Professional Services Addendum

 
PLEASE READ THE FOLLOWING CAREFULLY BEFORE PURCHASING PROFESSIONAL SERVICES (DEFINED BELOW).

 

This Professional Services Addendum (“Addendum”) sets forth the terms and conditions applicable to implementation, installation, deployment, configuration, customization, integration, training, or other professional services (the “Professional Services”) to be performed by Atera Networks Ltd. (“Atera”, “us” “we” or “our“) for you individually or on behalf of your employer or a legal entity (collectively “you” or “your“). This Addendum, is subject to, and forms and integral part of Atera’s Terms of Use available at: https://www.atera.com/terms-of-use/ (“Terms“). All capitalized terms not defined herein shall have the meaning set forth in the Terms.

 

  1. Scope
     
    1.1 We will perform the Professional Services as shall be further specified within the order form(s) made available and executed by (each, an “Order Form”), which shall be incorporated into this Addendum and shall be considered an integral part thereof. You agree to pay the fees for such Professional Services provided in accordance with the terms therein. Unless otherwise specified in the Order Form, all Professional Services shall be provided remotely.
    1.2 We shall have the sole discretion to designate the personnel, including employees, agents, Resellers, or third parties, to perform the Professional Services outlined in this Addendum and any applicable Order Form. Notwithstanding the foregoing, should you provide a reasonable basis for the replacement of any assigned personnel, we commit to using commercially reasonable efforts to accommodate such request by replacing the assigned personnel with alternative personnel. The decision to replace personnel, as well as the selection of replacement personnel, shall remain at our sole discretion.

 

  1. CONSIDERATION
     
    2.1 In consideration for the Professional Services and Deliverables (as defined below), you will pay us the fees specified in the applicable Order Form in accordance with the payment terms set forth therein.
    2.2 Unless otherwise specified in the applicable Order Form, you will reimburse us for all reasonable expenses incurred by us in performing the Professional Services, including travel, lodging, per-diem and out of pocket expenses, subject to your pre-approval.
    2.3 Notwithstanding any other provision in this Addendum, we reserve the right to modify the fees for the Professional Services as set forth in the applicable Order Form, should there be a material change in the time, effort, and/or resources required to provide the Professional Services. Such adjustments to the fees shall be made in a fair and reasonable manner, reflecting the additional time, effort, and resources required. We shall provide you with written notice detailing the nature of the material change and the corresponding adjustment to the fees. Your continued use of the Professional Services following such notification shall constitute your acceptance of the adjusted fees.
    2.4Any amounts payable by you hereunder which remain unpaid after the due date shall be subject to the payment of interest in an amount equal to one and one percent (1%) per month (or the highest amount permitted by law, if less), accruing from the due date until the amounts due and payable hereunder are paid to us in full.

 

  1. Your obligations.
     
    3.1 You shall reasonably and timely cooperate with us in connection with our provision of the Professional Services, such cooperation may include provision of information, materials, and/or access to your environments, networks, systems, and/or devices which are required in order for us to provide the Professional Services. If you fail to provide such required cooperation, we may, upon notice, suspend or cease providing the Professional Services.
    3.2 It is your sole responsibility to obtain any consents and provide any notices required to permit your receipt and use of the Professional Services. You hereby acknowledge and agree that if, in course of providing you with the Professional Services, we process personal data on your behalf, or otherwise provided by you, such processing shall be conducted in accordance with our Privacy Policy located at https://www.atera.com/privacy.
    3.3 Upon completion of the Professional Services, you shall terminate our access to your environment.

 

  1. Term and Termination
     
    4.1 This Addendum shall remain in effect until the completion of the Professional Services under an applicable Order Form.
    4.2 You or us may terminate an Order Form upon written notice of such termination upon the other party’s material breach of any material term of the Order Form and/or this Addendum (subject to the breaching party’s right to cure within 30 days after receipt of such notice from the non-breaching Party, or in the case of non-payment of fees, 7 days’ notice). For the avoidance of doubt, termination of the Agreement, an Order Form or this Addendum will not discharge you from payment of any sums already due or arising by reason of the termination.
    4.3 Upon the conclusion of the Professional Services as detailed in the applicable Order Form, you and us (or the third party which performed the professional services on our behalf) shall engage in a review session to evaluate the Professional Services and the Deliverables (the “Review Session”). Following the Review Session, the Professional Services shall be considered completed, and you shall be deemed to have accepted the Professional Services and Deliverables, unless you submit a detailed written notification of rejection to us within five (5) business days following the Review Session. Such rejection notice must specifically outline the material deficiencies in the Professional Services or the Deliverables as compared to the specifications set forth in the applicable Order Form. Failure to submit a written notification within the stipulated timeframe will signify your acceptance of the Professional Services and Deliverables. Any rejection must be substantiated and made in good faith, reflecting genuine and material deficiencies in our execution of the Professional Services or in the Deliverables themselves.

 

  1. PROPRIETARY RIGHTS
     
    5.1 We and you hereby acknowledge and agree that unless otherwise specified in an Order Form, Atera shall retain ownership in the deliverables (including, without limitation, all automations, adjustments, scripts, configurations etc.), provided to you in accordance with an Order Form (“Deliverables”), as well as any modification, and enhancements thereof and any other results arising from the Professional Services, including but not limited to any methodologies (either existing or new), or feedback received from you with respect to the Professional Services, which shall be owned by us, all including all intellectual property and proprietary rights therein.
    5.2 Notwithstanding the foregoing you may use the Deliverables solely during the term of this Addendum, for your internal business purposes.

 

  1. Limitation of liability and warranties
     
    6.1 We warrant that the Professional Services provided under this Addendum will be performed in a professional and workmanlike manner, in accordance with generally recognized industry standards for similar services. In the event of a breach of the foregoing warranty, your sole and exclusive remedy, and Atera’s entire liability, shall be, at Atera’s option, either: (a) the reperformance of the deficient Professional Services at no additional charge to you, or (b) termination of the relevant Order Form and this Addendum with respect to such deficient Professional Services, and following such termination we shall provide you with a refund of the fees paid for the deficient Professional Services. Any claim under this Limited Warranty must be made by you within thirty (30) days following your receipt of the deficient Professional Services, after which period any and all claims for such breach shall be deemed waived.
    6.2 Atera shall not be liable for any indirect, incidental, punitive, special or consequential damages related to the Professional Services, Deliverables and/or this Addendum. Atera’s aggregate liability under this Addendum shall not exceed the total amounts actually received by Atera for the Professional Services under the applicable Order Form.
    6.3 EXCEPT AS SET FORTH IN SECTION ‎‎1, THE PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED BY US “AS IS”, AND WE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE PROFESSIONAL SERVICES, DELIVERABLES, AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, TO THE MAXIMUM EXTENT POSSIBLE BY LAW.

 

    1. Confidentiality.

 
Each party and their respective employees shall use the information and data acquired from the other party or third parties under an Order Form only in connection with the performance of the Professional Services, and shall not disclose to any third party, during the period of this Addendum and thereafter, any such information and data that is not in the public domain. The parties further agree that the confidentiality provisions set forth in the Terms shall apply to these Addendum, mutatis mutandis.

 

    1. Priority.

 
In the event of a conflict between or among this Addendum, an Order Form and/or the Terms, the following order of precedence will apply:

  1. The Order Form will supersede all other documents with respect to that Order Form only;
  2. This Addendum; and
  3. The Terms.