1. Introduction

These Professional Services Terms (“Professional Services Terms”) are a binding legal agreement between you and Boulevard Labs, Inc. (“Boulevard”) that govern the Professional Services we provide to you in connection with Boulevard Services. By using our Professional Services, you agree to comply with these Professional Services Terms.

In order to use our Professional Services, you must be at least 18 years old, must have a Customer Account in good standing in accordance with the Main Services Agreement (“MSA”), and must keep your payment and personal information accurate and complete. Professional Services may only be used for business purposes.

The MSA separately governs your use of the Boulevard Services. If you see an undefined term in these Professional Services Terms, it has the same definition as in the MSA. You acknowledge that these Professional Services Terms are hereby incorporated into and made part of the MSA. Except as expressly provided herein, these Terms supplement the Parties' rights and obligations under the MSA. In the event of any conflict between the MSA and these Professional Services Terms, these Terms will apply with respect to the provision and use of the Professional Services. These Professional Services Terms may be updated by Boulevard from time to time upon reasonable notice, which may be provided via Customer’s Account, email, or by posting an updated version of these Professional Services Terms at https://www.joinblvd.com/legal/professional-services-terms.

2. Our Professional Services

Boulevard will provide the Services to you, on your behalf, as described in an Order and/or in any accompanying statements of work (“SOW”), or on our Platform. Professional Services may include but are not limited to, implementation services, data migration services, consulting or advisory services, and custom development for the Platform. Each Party shall designate a project lead with the qualifications, expertise, and knowledge who is authorized by that party to act as a liaison between Customer and Boulevard and assume the responsibilities detailed in the Joint Project Management Responsibilities and Tasks Section below in Section 5 of these Terms (“Project Lead”).

Boulevard reserves the right to subcontract any or all portions of the Professional Services. Boulevard shall submit written or verbal status reports on the Professional Services as necessary and mutually agreed upon by Customer and Boulevard.

Boulevard shall notify Customer of the status of Professional Services hours consumed on a regular basis. Additionally, Boulevard shall also notify Customer when Professional Services have been completed in accordance with the agreed upon Order. 

3. Our Relationship

Notwithstanding any provision hereof or in the MSA, for the purposes of performing the Professional Services on your behalf, Boulevard is an independent contractor to Customer, and not an employee, agent, partner, or joint venturer. Boulevard is solely responsible for the manner and hours in which the Professional Services are performed. Nothing in these Terms will prohibit, restrict, or limit Boulevard from performing the same or similar Services for other third parties, including Customers. 

4. Our Performance Dates & Fees

Our fees and service dates will be specified in the Order or in any accompanying SOW, in accordance with the MSA. Boulevard will use reasonable efforts to meet any performance dates specified. Customer acknowledges and agrees that such dates are estimates only and subject to change. Likewise, the fees specified assume standard conditions, Customer’s availability, and the number of hours dedicated to the services. Customer acknowledges and agrees that Boulevard may need to charge additional fees to complete the service, with reasonable notice, if we encounter unforeseen complexity, delay, or other issues.  

Travel & Expenses: Travel and other related expenses approved by Customer will be submitted to Customer in an invoice, as incurred, and are due upon Customer’s receipt of the relevant invoice.

5. Project Leads

The Project Leads for both Boulevard and Customer shall ensure the responsibilities and tasks described in the Terms or as otherwise required to perform the Professional Services. Each Project Lead shall ensure that an authorized representative shall promptly review and approve documents and specifications in accordance with these Terms. The Project Leads shall work together to:

5.1. coordinate, schedule, and monitor all resources and activities related to the Professional Services;

5.2. coordinate and monitor all project change process activities related to the Professional Services;

5.3. act as the focal point for communications between Customer and Boulevard during the provision of all Professional Services;

5.4. attend Boulevard and Customer status meetings, as applicable; and

5.5. upon becoming aware of a situation that may delay, or threatens to delay, the timely performance of the Professional Services, promptly initiate the project change process as described in the Project Change Process Section below to address the potential delay.

6. Customer Responsibilities

Customer acknowledges that Boulevard’s ability to perform and complete the Professional Services is contingent upon Customer’s obligations, as set forth in this Section. In particular, Customer shall cooperate with us in all matters related to the Professional Services, including but not limited to:

6.1. completing all preliminary tasks necessary to commence the Professional Services, as specified by Boulevard;

6.2. making knowledgeable staff available to Boulevard promptly upon a request to provide background information, clarification of information, systems administration, and operation required to perform the Professional Services;

6.3. responding promptly to any Boulevard request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Boulevard to perform the Professional Services;

6.4. providing such materials, access, or information as Boulevard may reasonably request to carry out the Professional Services in a timely manner, and where such access includes Customer’s accounts, systems, or other tools, to remove such access after the Professional Services are complete;

6.5. ensuring that any materials or information you provide are complete, accurate, and up-to-date in all material respects; 

6.6. where applicable, providing such access to your premises, and such office accommodation and other facilities as may reasonably be requested by us, for the purposes of performing the Professional Services;

6.7. should the Professional Services include electronic/network transfer of data, provisioning and enabling any network components or other professional services required to facilitate the data transfer;

6.8. participating in testing of the Boulevard Services; and

6.9. obtaining and maintaining all necessary licenses and consents and complying with all applicable laws in relation to your business and the Professional Services.

Customer shall be responsible for any business and data application testing and all necessary data backup in preparation for and during the performance of the Professional Services. Customer acknowledges that testing and acceptance of the Boulevard Services is the responsibility of Customer and that such testing must be done to report any error before the Services are finalized.

Acceptance; Deemed Acceptance. Boulevard will notify Customer in writing upon completion of the applicable Professional Services (“Completion Notice”). Unless otherwise specified in a SOW, Customer shall have ten (10) business days following delivery of a Completion Notice to either (a) provide Boulevard with written acceptance of the delivered Professional Services, or (b) provide Boulevard with a written rejection that identifies in reasonable detail the specific deficiencies or non-conformities with the applicable Order or SOW. If Customer fails to provide either written acceptance or a written rejection within such ten (10) business-day period, the Professional Services described in the applicable Completion Notice shall be deemed accepted. Any rejection notice that does not identify specific, verifiable deficiencies shall be deemed ineffective, and the related Professional Services shall be deemed accepted.

If Boulevard’s performance of its obligations under these Terms is prevented or delayed by any act or omission by you or your agents, subcontractors, consultants or employees, Boulevard shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges or losses sustained or incurred by you, in each case, to the extent arising directly or indirectly from such prevention or delay. In addition, where such prevention or delay results in Boulevard personnel being unable to perform scheduled Professional Services, Boulevard reserves the right to invoice Customer for reasonable standby time and any rescheduling costs incurred at Boulevard’s then-applicable rates, and all affected performance dates shall be extended by the duration of the Customer-caused delay. Customer’s breach of this Section will be grounds for Boulevard to terminate these Terms with immediate effect.

7. Change Requests

Either party may initiate change requests. Any change to the scope of the Professional Services shall be coordinated through the Party’s Project Leads. Any change that affects the scope, timeline, or cost of the Professional Services must be documented in a written change order ("Change Order") signed by authorized representatives of both Parties before any changed work commences. Each Change Order shall identify: (a) a description of the change; (b) any adjustments to fees; and (c) any changes to performance dates. No work shall begin on changed scope, and no additional fees shall be owed, until a Change Order is fully executed.

Boulevard may, from time to time change the Professional Services without your consent, provided that such changes do not materially affect the nature or scope of the Professional Services, or the fees set forth in the Order. As described in Section 3, Boulevard reserves the right to update the performance dates specified in the Order and to decline any change request that would, in Boulevard's reasonable judgment, adversely affect the delivery of other in-progress Professional Services.   

8. Additional Intellectual Property Provision

In addition to each Party’s Ownership of Intellectual Property Rights described in Section 5 of the MSA, and as between the Parties, each Party shall retain ownership of all its preexisting or independently developed intellectual property and data provided to the other party as part of the Professional Services. Boulevard shall retain all rights, title, and interest in and to all copyrightable works, deliverables, designs, inventions, software, techniques, trade secrets, work product, development tools, know-how, methodologies, processes, technologies, or algorithms used in providing the Professional Services and/or created by Boulevard as part of the Professional Services provided to Customer (either alone or jointly with Customers or others), and any derivative works thereof, excluding any Customer Confidential Information and Customer Background Materials (as defined below).

License to Custom Deliverables. Notwithstanding the foregoing, solely to the extent an Order expressly designates specific deliverables as custom-developed work product created exclusively for Customer (“Custom Deliverables”), Boulevard hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use such Custom Deliverables during the Term solely in connection with Customer’s authorized use of the Boulevard Services. For the avoidance of doubt, this license does not include, and shall not be construed to convey, any right, title, or interest in or to: (i) Boulevard’s underlying platform, Software, or Services, or any component thereof; (ii) any Boulevard data, datasets, models, or algorithms; (iii) any of Boulevard’s pre-existing or independently developed intellectual property; or (iv) any third-party technology, software, data, or services incorporated in or underlying the Custom Deliverables, regardless of how such technology is surfaced or made accessible through the Custom Deliverables. This license shall not be construed to grant any rights in or to the Boulevard Services beyond those expressly granted in the MSA, and shall terminate automatically upon expiration or termination of the applicable Order or the MSA.

Customer and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to the Customer Background Materials, including all intellectual property rights therein. “Customer Background Materials” means any documents, know-how, methodologies, software, and other materials provided to Boulevard by Customer, including but not limited to computer programs, reports, designs and specifications,  and data required by Boulevard to complete the Professional Services. Customer hereby grants Boulevard a non-exclusive, royalty free, fully paid up, worldwide, non-sublicensable (except to contractors performing Professional Services in the ordinary course of business) right and license to use and exploit Customer Background Materials during the Term solely to perform the Professional Services. 

No license to any patents, trade secrets, trademarks, or copyrights is deemed to be granted by either Party to any of its patents, trade secrets, trademarks, or copyrights except as otherwise expressly provided in the Agreement.

9. Additional Performance Warranty and Disclaimer

In addition to Boulevard’s Performance Warranty, Disclaimer, and Limitation of Liability described in Section 7 of the MSA, Boulevard represents and warrants to you that it shall perform the Professional Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

Customer acknowledges that Boulevard shall not be liable for and does not warrant any transfer of data, the timeliness thereof, or the accuracy, security, or success of such transmission activities. Likewise, Customer acknowledges that Boulevard shall not be liable for and does not warrant the results, outcomes, or final delivery of the Services. In addition, Customer acknowledges that the Professional Services provided to Customer do not constitute legal, accounting, or tax advice, and that the Professional Services provided should not be construed as a substitute for professional advice tailored to your specific circumstances; you should consult with qualified professionals before utilizing the Professional Services. 

EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED SOLELY ON AN “AS IS,” “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE PROFESSIONAL SERVICES IS AT CUSTOMER’S SOLE RISK. BOULEVARD DOES NOT MAKE AND HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES OF ANY KIND WITH RESPECT TO THE PROFESSIONAL SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THE PROFESSIONAL SERVICES. BOULEVARD DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES WILL BE ERROR-FREE, TIMELY, SECURE, OR THAT THE SERVICES ARE OR WILL REMAIN UPDATED, COMPLETE OR CORRECT, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS, OR THAT THE SYSTEMS THAT MAKE THE SERVICES AVAILABLE (INCLUDING WITHOUT LIMITATION TRANSMISSION, INTERNET, OR TELECOMMUNICATIONS NETWORKS) WILL BE UNINTERRUPTED, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. BOULEVARD MAKES NO WARRANTY RELATED TO OUTCOMES BASED ON INFORMATION OR ADVICE PROVIDED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROFESSIONAL SERVICES RESTS SOLELY WITH THE CUSTOMER. SHOULD THE PROFESSIONAL SERVICES PROVE DEFECTIVE, CUSTOMER SOLELY ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

10. Additional Indemnity

In addition to Customer’s indemnification described in Section 8 of the MSA, you agree to indemnify, defend, and hold harmless Boulevard from and against any and all third-party claims alleged or asserted and all related to Customer’s use or misuse of the Professional Services, including: (i) any actual or alleged breach by you of any provisions of this Agreement; (ii) any actual or alleged violation by you of the intellectual property rights or other rights of any third party; and (iii) any negligent or intentional misconduct by you.

11. Survival

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of these Terms, including, but not limited to, the following Sections: 1, 3, 7, 8, 9, and 10.