Professional Services Addendum

THIS PROFESSIONAL SERVICES ADDENDUM (“Professional Services Addendum”) is entered into by and between Procurify Technologies Inc. (“Procurify”) and the customer designated on the order form (the “Order Form”) to which this Addendum is attached (the “Customer”). This Professional Services Addendum is effective as of the effective date of the Order Form (“PSA Effective Date”). The Order Form, this Professional Services Addendum (as amended from time to time) and each document incorporated in this Professional Services Addendum by reference are, collectively, the “Agreement”.

1. Effect of this Addendum

This Professional Services Addendum is part of, and subject to and governed by the terms and conditions of the Agreement, as amended from time to time.

2. Statements of Work

Following execution of the Order Form, Procurify will provide for Customer’s review a statement of work (“SOW”) describing the timelines for completion of the services described in the Order Form (the “Professional Services”). The SOW, when duly executed, will be incorporated into and subject to this Professional Services Addendum. In the event of a conflict or inconsistency between the SOW and this Professional Services Addendum or the Agreement, the Professional Services Addendum will govern.

3. Resource Management

Procurify will, in its sole discretion, determine the number of personnel and the appropriate skill sets of such personnel necessary to perform the Professional Services. Procurify’s resources may include employees of Procurify or subcontractors. The delegating or subcontracting of Procurify’s obligations set out in this Professional Services Addendum will not relieve Procurify from any obligation or liability under this Professional Services Addendum.

4. Block of Hours

Procurify will provide Professional Services up to the number of hours purchased by Customer in the Order Form (the “Block of Hours”). Except as otherwise provided in the Order Form or as mutually agreed by the parties in writing thereafter, the hours in the Block of Hours will expire as follows:

4.1 for a Block of Hours of less than 30 hours, expiry will occur 3 months after the date of purchase;

4.2 for a Block of Hours of between 30 to 60 hours, expiry will occur 6 months after the date of purchase; and

4.3 for a Block of Hours of more than 60 hours, expiry will occur 12 months after the date of purchase.

Prior to the expiry of the Block of Hours, Procurify will use reasonable efforts, but is not required, to notify Customer of such expiry. Customer agrees that the Block of Hours will be used based on the schedule set out in the SOW and is based on the scheduled availability of the Procurify resources allocated to the project.

5. Term and Termination; Suspension

5.1 Addendum Term. This Agreement will become effective upon the PSA Effective Date and will continue until the earlier of: (a) the completion of the Professional Services; and (b) the date that all of the hours in the Block of Hours have been used up or have expired.

5.2 Termination. Without limiting any other termination right set out in the Agreement, either party may terminate this Agreement if the other party breaches on any of the material terms or conditions of this Agreement and fails to cure such breach or default within thirty (30) days of receipt of written notice thereof; except that, in the event of any such breach that is incapable of being cured, such termination will be effective immediately. Customer’s failure to pay any overdue amounts within 30 days of receiving notice by Procurify will be deemed to be a material breach of the Agreement.

5. Effect of Termination. If Customer terminates this Agreement for breach, Procurify will refund to Customer a pro-rated amount of pre-paid fees based on the Block of Hours (if any) still unused as of the effective date of termination. Upon termination of this Agreement for any other reason, all fees payable by Customer under this Agreement will become due. Unless expressly set out herein, termination of this Agreement will not terminate or otherwise affect the validity of any other agreement between Customer and Procurify.

5.4 Suspension. Upon any breach by Customer of this Agreement, Procurify will be entitled, in its discretion, to suspend the Professional Services until such time as such breach or default is remedied by Customer. Procurify may also suspend the Professional Services if Customer fails to pay any amounts when due or if any Procurify resources are subject to any abuse or discrimination by or from Customer personnel when performing Professional Services.

6. Milestones; Deliverables and Acceptance; Repair of Defects

6.1 Milestones. For any performance obligation of Procurify described as a milestone in the SOW (each, a “Milestone”), Procurify will use commercially reasonable efforts to complete such Milestone on or before the deadline specified for such Milestone in the SOW. Any delay in receiving Customer Resources will cause Procurify a delay in performing the Professional Services and may result in a delay in Procurify’s ability to meet the Milestones

6.2 Deliverables and Acceptance. Notwithstanding anything to the contrary in this Agreement, if Customer uses any deliverable provided as part of the Professional Services in a production or commercial environment (e.g., “go live” with the deliverable), Customer will be deemed to have accepted the corresponding Professional Services as of the date such deliverable was first used in such production or commercial environment.

7. Customer Dependencies

7.1 Customer will cooperate with Procurify in the performance of the Professional Services and in the development of deliverables, including by providing access (whether onsite or remotely, as specified in the SOW) to Customer’s personnel, systems, equipment, or communications facilities, as reasonably requested by Procurify from time to time. If Customer has not provided all necessary cooperation or information to Procurify, or Procurify is otherwise denied or delayed access or information by Customer, then Procurify will be excused, without liability, from performing any further Professional Services. Such failure to perform Professional Services resulting from Customer’s failures will not relieve Customer from its payment obligations to Procurify.

7.2 Without limiting the previous Section, Customer will:

(a) provide timely access to all information requested by Procurify for matters related to the Professional Services;

(b) provide administrator-level access to Procurify to enable service delivery, installation, and configuration;

(c) make available at no charge to Procurify all information and key Customer personnel required by Procurify in connection with the Professional Services (collectively, “Customer Resources”);

(d) accept each completed Milestone prior to Procurify commencing work on the next Milestone;

(e) attend all pre-arranged meetings and calls on time, with adequate Customer Resources who have prepared for such meeting in advance; and

(f) notify Procurify at least one business day in advance if Customer needs to cancel pre-arranged meeting or call or otherwise will not be prepared to fulfill its responsibilities within the pre-agreed time for completion.

Procurify reserves the right to deduct from the Block of Hours any time spent by Procurify resources as a result of Customer’s failure or delay in completing any Customer dependencies or otherwise complying with Customer’s obligations in this Agreement.

8. Change Requests

8.1 Changes. Any service or deliverable not specifically set out in the Order Form, changes to the project schedule or scheduled Procurify resource allocation, or changes to the Customer software or systems to be integrated with as part of the Professional Services, will be considered out-of-scope and not included in the Professional Services. The parties may request any change to the nature or scope of the Professional Services then-currently provided (each, a “Change”) pursuant to this Section 7.

8.2 Change Order Process. If, after Procurify’s commencement of the Professional Services, either party requires a Change, such party will set out the new requirements in writing and deliver such request to the other party. Following a request made by Customer (or, in the case of a request made by Procurify, concurrently with such request), Procurify will use commercially reasonable efforts to describe in writing the estimated impact of such Change to the costs, Milestones, timeline, Customer responsibilities, and other relevant aspects. If Customer agrees with such written description of the estimated impact, then the parties will negotiate in good faith a Change order setting out the detailed terms and conditions pursuant to which the Change will be implemented (“Change Order”). If Customer disagrees with such written description of the estimated impact and the parties are unable to reach agreement on the impact of such proposed Change, then no such Changes to the SOW will be effective, and Procurify will perform the Professional Services in accordance with the original SOW.

9. Limitation of Liability


10. Disclaimers

Procurify will have no liability for loss or recovery of data or programs or for Customer’s failure to properly back-up any data or programs and Customer will be responsible for, and assumes the risk of any problems resulting from the content, accuracy, completeness and consistency of Customer Resources. Except as expressly set out in this Agreement, Procurify disclaims all express, implied, and collateral representations, warranties, and conditions.

11. No Assignment or Transfer of Intellectual Property

Procurify retains all ownership and intellectual property rights in and to: (a) the Professional Services; (b) the Deliverables; (c) anything developed or delivered by or on behalf of Procurify under this Professional Services Addendum or the SOW; and (d) any modifications or enhancements to (a), (b) or (c). All rights not expressly granted by Procurify to Customer under this Professional Services Addendum are reserved.

12. No Exclusivity

Unless otherwise specified in the applicable SOW, the Professional Services and any deliverables provided as part of the Professional Services are non-exclusive and may be provided to any or all Procurify customers in Procurify’s sole discretion.

13. Fees and Expenses

Unless otherwise specified in the applicable SOW, the Professional Services and any deliverables provided as part of the Professional Services are non-In consideration for the Professional Services or Deliverables performed or provided to Customer under this Professional Services Addendum, Customer will pay to Procurify the amounts set forth in the Order Form. All fees and other amounts payable under this Agreement by Customer are non-refundable. Unless otherwise agreed to by the parties in writing, Procurify must receive all prepayment amounts listed in the Order Form before the commencement of any services thereunder. Customer agrees to pay all reasonable, pre-approved in writing, out-of-pocket expenses incurred by Procurify in connection with performing Professional Services, including all reasonable travel expenses. and may be provided to any or all Procurify customers in Procurify’s sole discretion.

14. Survival

Upon any termination or expiration of this Professional Services Addendum, provisions contained in this Professional Services Addendum that by their nature and context are intended to survive completion of performance, expiration, termination, or cancellation of this Professional Services Addendum, including Sections 8, 9, and 12, will survive.

15. Assignment

Customer will not assign this Agreement to any third party without Procurify’s prior written consent. Procurify may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.

16. Governing Law and Attornment

This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein.  This choice of jurisdiction does not prevent a party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.

17. Construction

Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect.

18. Force Majeure

Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third party websites.

19. Severability

Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

20. Waiver

A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

21. Independent Contractors

Procurify’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither party will have, and neither party will represent to any third party that it has any authority to act on behalf of the other party.

22. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the parties, whether written or oral.

23. Amendments

No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby.

Revision Date: September 18, 2019