Professional Services Terms and Conditions

Gravitational, Inc. (“Teleport”) makes available certain professional services to customers who have purchased such services as set forth in an applicable Sales Order. These Professional Services Terms (“PS Terms”) describe the terms and conditions applicable to the Professional Services (defined below) and supplement the Governing Agreement. In the event of a conflict, the following order of precedence applies with respect to the Professional Services only: (1) the Sales Order; (2) these PS Terms; and (3) the Governing Agreement.  Capitalized terms not defined in the PS Terms have the meanings given in the Governing Agreement.

1. Professional Services

1.1 Scope of Services. Teleport may provide Professional Services as specified in a Sales Order, subject to the assumptions and scope limitations in Section 4. The scope, descriptions, and any applicable details of the Professional Services, including any enablement, deployment, implementation or onboarding packages, are set forth in the applicable Sales Order.

1.2 Service Delivery. Unless otherwise stated in a Sales Order, Professional Services are provided remotely during Teleport’s Standard Business Hours. Any onsite services or services provided outside Standard Business Hours require Teleport’s prior written approval and may be subject to additional fees and reimbursement of expenses in accordance with Section 3. Customer is responsible for all costs and expenses incurred in connection with the Professional Services unless expressly stated otherwise in a Sales Order.

2. Customer Responsibilities

2.1 Cooperation and Access. Customer will provide timely and complete cooperation as reasonably required for Teleport to perform the Professional Services, including access to Customer Materials, systems, personnel, facilities, and information. Customer is solely responsible for the accuracy and completeness of Customer Materials and information provided.

2.2 Customer Materials. Customer grants Teleport a limited, non-exclusive, non-transferable right to use Customer Materials solely to perform the Professional Services. As between the parties, Customer retains all right, title, and interest in Customer Materials. Customer represents and warrants that it has all rights necessary to provide the Customer Materials and to grant the foregoing rights, and that Teleport’s authorized use will not infringe, misappropriate, or violate any third-party rights.

2.3 Third-Party Materials. If Customer provides or makes available any third-party software, systems, data, or other materials, Customer represents and warrants that it has and will maintain all rights, licenses, consents, and approvals necessary for Teleport to access and use such materials solely to perform the Professional Services, and that Teleport’s authorized use will not violate any third-party terms or intellectual property rights. Teleport has no responsibility for any third-party materials except to use them as expressly authorized under these PS Terms.

2.4 Teleport has no liability for, and will be excused from performance to the extent of, any delay, failure, or inability to perform the Professional Services caused by Customer, its Users, third parties, or Customer’s failure to meet its obligations under these PS Terms or the applicable Sales Order, including as described in Section 4.

3. Fees, Expenses, and Taxes

3.1 Fees.  Unless otherwise stated in the Sales Order, Professional Services are provided on a fixed-fee basis. Teleport may invoice Customer for the Professional Services fees specified in the Sales Order on or before the start date of the Professional Services. All Professional Services fees are non-refundable and non-creditable.

3.2 Expenses.  Professional Services are provided remotely, and no travel-related expenses will be incurred or reimbursed. If Teleport agrees to perform Professional Services at a Customer location, any related travel, lodging, or other expenses will be agreed upon in advance in writing and, if applicable, reimbursed by Customer at cost.

4. Scope and Assumption

4.1 Scope.  The scope of the Professional Services purchased by Customer is limited to the scope of the package offering(s) identified in the applicable Sales Order.  Custom development, software modification, or work on Customer or third-party systems is expressly excluded.

4.2 Assumptions. The Professional Services are provided based on the following assumptions:

• Customer will timely provide accurate information, access, and cooperation, including a single qualified point of contact authorized to coordinate activities and make decisions.
• Customer is responsible for all decisions, approvals, and inputs required for the Professional Services.
• Delays, changes, or failures caused by Customer, Customer’s users, third parties, or events outside Teleport’s reasonable control may impact schedules and may require additional fees in accordance with Section 3.
• Anything not expressly included in the applicable Sales Order is out of scope and requires a mutually executed written agreement.

5. No Deliverables. Professional Services are advisory, consultative, and support-oriented guidance designed to assist Customer in its use of Teleport’s products. Teleport has no obligation to create, develop, customize, deliver, or provide any deliverables, work product, software, code, documentation, configurations, designs, reports, or other materials of any kind.

6. Definitions.

6.1 “Customer Materials” mean any information or materials provided by Customer in connection with the Professional Services.

6.2 “Governing Agreement” means Teleport’s Terms of Service available at https://goteleport.com/legal/tos/ or, if applicable, the executed agreement signed by the parties that governs Customer’s access and use of Teleport’s products and services.

6.3 “Standard Business Hours” means 9:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday, excluding Teleport-observed holidays.