Service Terms

2.1 Customer Responsibilities
In connection with the Services, Customer shall: (1) provide Helios Software with reasonable access to Customer’s sites and facilities during its normal business hours and as otherwise reasonably required to perform the Services; (2) provide a safe and secure working environment for Helios Software personnel; (3) perform Customer’s agreed duties and tasks, and such other duties and tasks as may be reasonably required to permit Helios Software to perform the Services; and (4) not copy, record, or transcribe any Helios Software training materials without written authorization from Helios Software. Customer will also make available to Helios Software any data, information and any other materials reasonably required by Helios Software to perform the Services, including, but not limited to, any data, information or materials specifically identified in the applicable ordering document (collectively, “Customer Materials”). Customer will be responsible for ensuring that all such Customer Materials are accurate and complete. Helios Software will comply with all reasonable workplace safety and security standards and policies, applicable to Customer’s employees, of which Helios Software is notified in writing by Customer in advance.

2.2 Materials
As between Customer and Helios Software, Customer will exclusively own all rights, title and interest in and to the Customer Materials, including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights therein. Helios Software acknowledges and agrees that Customer Materials constitute Customer’s Confidential Information. Subject to Customer’s rights in the Customer Materials, Helios Software will exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Helios Software or its personnel in connection with performing the Services (collectively “Helios Software Materials”), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights therein. Customer will have no rights in any Helios Software Materials except as expressly set forth in this Agreement. Helios Software grants Customer a perpetual, fully-paid up, nonexclusive license to use, for Customer’s internal business purposes, any Helios Software Materials or work product (excluding the Software or Training Course Material) delivered to Customer as part of the Services. Nothing in this Agreement will be deemed to restrict or limit Helios Software’s right to perform similar services for any other party or to assign any employees or subcontractors to perform similar services for any other party; provided that Helios Software complies with its obligations with respect to Customer’s Confidential Information.

2.3 Disclaimer
Notwithstanding any other provisions, the Services shall not include any application development. Further, while Helios Software will make the appropriate recommendations with the information then-available, Helios Software cannot make any performance guarantees. Helios Software cannot guarantee that all of the recommendations can be completed during the time allotted but will complete as many of the recommendations as time permits. Helios Software will provide a separate proposal for any additional time required to complete the outstanding tasks.

To the extent that the Services include any software, code, applications, libraries, documentation, and/or files as deliverables, such deliverables are provided on an “as-is” basis without any warranties. Helios Software does not provide support of any kind for Services deliverables. For the avoidance of doubt, such deliverables are not subject to any Helios Software Support Terms or any other support and maintenance obligation. TO THE FULLEST EXTENT PERMITTED BY LAW HELIOS SOFTWARE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO SUCH DELIVERABLES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HELIOS SOFTWARE OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION.

2.4. Non-Solicitation
During the term in which Services are being provided, Customer shall not directly or indirectly recruit, solicit, or assist in the recruiting or soliciting for employment (including as a consultant) any technical or professional employees or contractors of Helios Software personally involved in the Services within the preceding six months. This provision shall not prohibit the placement of mass media advertisements, utilization of non-targeted third party recruiting efforts, or conduct of job fairs for the purpose of recruiting employees generally. This provision also shall not prohibit the hiring of any person in the absence of solicitation in violation of this paragraph; provided, however that if Customer hires any employee or contractor described in the first sentence of this paragraph, then Customer shall pay a hiring fee of $100,000 to compensate Helios Software for, among other things, the cost of sourcing and training a replacement.

2.5 Amendments
Except as expressly provided herein, no modification of these Service Terms will be effective unless contained in writing and signed by an authorized representative of each party. From time to time, Helios Software may amend these Service Terms in its sole discretion. Helios Software will post the amended terms on the Helios Software website at https://heliossoftware.com/service-terms. Helios Software will also update the “Last Updated Date” at the top of these Service Terms. By continuing to access or use the Services after Helios Software has provided Customer with such notice of a change, Customer is indicating that it agrees to be bound by the modified Services Terms. If the changes have a material adverse impact on and are not acceptable to Customer, then Customer must notify Helios Software within 30 days of the applicable Last Updated Date. If Helios Software cannot accommodate Customer’s objection, then the prior Service Terms shall govern until the earlier of completion or expiration of the Services purchased by Customer. If Customer purchases additional Services, then such Services will be governed by the then-current Service Terms. No term or condition contained in Customer’s purchase order or similar document will apply unless specifically agreed to by Helios Software in writing, even if Helios Software has accepted the order set forth in such purchase order, and all such terms or conditions are otherwise hereby expressly rejected by Helios Software.