Last Revised: June 12, 2026 (previous versions)

These Professional Services Terms (the "Professional Services Terms") apply to all professional services listed in the applicable Service Order (the "Professional Services"). Capitalized terms not defined in these Professional Services Terms have the meanings given to them in the Subscription Terms.

1. Professional Services. We will provide the Professional Services to you for the term set out in the applicable Service Order, and will perform the Professional Services in a professional manner in accordance with generally accepted industry standards. You acknowledge and agree that the Professional Services will be performed by our personnel in accordance with our policies. By engaging the Professional Services, you consent to any data processing required to perform the Professional Services occurring outside of the ThoughtExchange platform and to the use of computer hardware, and software tools not limited to those identified in our Subprocessor List, selected at our sole discretion. Such data processing is not subject to Section 5 of our Data Processing Addendum.
   
   
2. Cooperation. In order for us to perform the Professional Services without delays or additional fees, you will: allocate sufficient time, personnel, and other resources as reasonably necessary for us to be able to perform the Professional Services; perform tasks and deliver materials (including Content, if applicable) reasonably necessary for our performance of the Professional Services; respond to our reasonable inquiries related to the Professional Services in a timely manner.
   
   
3. Time of Performance. We will use commercially reasonable efforts to provide the Professional Services according to the schedule set forth in the applicable Service Order or otherwise communicated to you in writing. Notwithstanding the foregoing, we may, in our sole reasonable discretion, alter the schedule for the Professional Services by giving reasonable notice to you, provided that we will use commercially reasonable efforts to minimize further delays.
   
   
4. Intellectual Property.
   1. License for Materials. During the Term, we grant you a limited, worldwide, non-exclusive, non-transferable license, without a right to sublicense, to use any materials or documentation we provide to you in the course of the Professional Services.
   2. Background IP. As between you and us, we retain all right, title, and interest in and to the content, information, data, tools, processes, methods, designs, and know-how, whether or not copyrightable or patentable, that we may use in connection with the Professional Services, whether pre-existing or created or invented by us during the performance of the Professional Services ("Background IP"). For greater clarity, Background IP excludes Content, for which you retain all right, title, and interest as set out in the Subscription Terms.