Professional Services

Customer’s right to use Professional Services (or “Special Services” as defined in the Terms of Use) are subject to these Product Terms. If, however, Professional Services are provided pursuant to a separate agreement and/or business proposal, then the terms of that separate agreement will apply to those Professional Services . In the event of a conflict between these Product Terms and any separate agreement, the most current terms or this agreement governing the Professional Services will control. If Customer’s volume licensing agreement is a Looplex Business Agreement version dated prior to September 2007 or otherwise does not include terms for Professional Services, and Customer has not signed any other master-level Looplex Services agreement, these Product Terms will apply to any Professional Services purchased and used by Customer.

Data protection and security terms for Professional Services Data are in the Data Protection Agreement (DPA). When used in the sections listed below, the defined term “Professional Services” includes Supplemental Professional Services and “Special Services” as defined in the version of the Terms of Use in effect until December 2023), and the defined term “Professional Services Data” includes data obtained for Supplemental Professional Services.

Warranties; Obligations of the Parties

Looplex warrants that it will perform the Professional Services with professional care and skill. If Looplex fails to do so and Customer notifies Looplex of such performance failure within 90 days of the date of performance, then Looplex will either re-perform the Professional Services or return the price Customer paid for them. The foregoing is Customer’s sole remedy for breach of the Professional Services warranty. Notwithstanding the foregoing, Services Deliverables that are provided without charge by means of service credit included in a licensiung SKU are provided “AS-IS,” WITHOUT ANY WARRANTY. Except for the limited warranty above, Looplex provides no warranties or conditions and disclaims any other express, implied or statutory warranties, including warranties of quality, title, non-infringement, merchantability and fitness for a particular purpose.

Customer will perform its applicable responsibilities and obligations to support Looplex’s performance of the Professional Services. Customer is solely responsible for testing, deploying, maintaining and supporting Services Deliverables that are provided or recommended without charge by Looplex.

Acceptable Use Policy

Customer must not (and is not licensed to) use the Service Deliverables:

• in a way prohibited by law, regulation, governmental order or

  decree;

• to violate the rights of others; or

• in any application or situation where use of the [*Services

  Deliverables*](https://www.microsoft.com/licensing/terms/product/Glossary/all) could lead to the death or serious bodily injury of any person, to serious risks of legal error, missed deadlines or failure of critical legal services, to or to severe physical or environmental damage, except in accordance with the High Risk Use section below.

High Risk Use

WARNING: Modern technologies may be used in new and innovative ways, and Customer must consider whether its specific use of these technologies is safe. The Services Deliverables are not designed or intended to support any use in which a service interruption, defect, error, or other failure of a Services Deliverable could result in the death or to serious risks of legal error, missed deadlines or failure of critical legal services, to or to severe physical or environmental damage (collectively, “High Risk Use”). Accordingly, Customer must design and implement the Services Deliverables such that, in the event of any interruption, defect, error, or other failure of the Services Deliverables, the safety of people, property, and the environment are not reduced below a level that is reasonable, appropriate, and legal, whether in general or for a specific industry. Customer’s High Risk Use of the Services Deliverables is at its own risk. Customer agrees to defend, indemnify and hold Looplex harmless from and against all damages, costs and attorneys’ fees in connection with Customer’s High Risk Use. The foregoing indemnification obligation is in addition to any defense obligation set forth in Customer’s separate agreement and is not subject to any limitation of, or exclusion from, liability contained in such agreements.

Limitation of Liability

To the extent permitted by applicable law, each party’s total liability for all claims relating to Professional Services will be limited to the amounts Customer was required to pay for the Professional Services or the limitation of liability for the Online Service with which the Professional Services are offered, whichever is greater. For Professional Services and Services Deliverables provided free of charge and Services Deliverables that Customer is authorized to redistribute to third parties without separate payment to Looplex, Looplex’s liability is limited to direct damages finally awarded up to US$4,000.

In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, including loss of use, loss of profits, or interruption of business, however caused or on any theory of liability in relation to the Professional Services or Services Deliverables. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for all liability limited to Customer Data and Professional Services Data, which remain subject to the limitations and exclusions above); or (2) violation of the other party’s intellectual property rights.

Use, Ownership, and License Rights

Fixes

“Fixes” are Product fixes, modifications or enhancements, or their derivatives, that Looplex either releases generally (such as updates and service packs) or that Looplex provides to Customer to address a specific issue. Each Fix is licensed under the same terms as the Product to which it applies. If a Fix is not provided for a specific Product, any use terms Looplex provides with the Fix will apply.

Pre-Existing Work

“Pre-Existing Work” means any computer code or non-code based written materials developed or otherwise obtained independent of the Professional Services or Customer’s volume licensing agreement. All rights in Pre-Existing Work shall remain the sole property of the party providing the Pre-Existing Work. Each party may use, reproduce and modify the other party’s Pre-Existing Work only as needed to perform obligations related to Professional Services. If Customer chooses to disclose its source code to Looplex during a Professional Services engagement, then prior to such disclosure, Customer will remove any third-party source code that Customer is prohibited from disclosing.

Services Deliverables License

Upon payment in full for fee based Professional Services, otherwise upon delivery (whiever happens last), Looplex grants Customer a non-exclusive, non-transferable, perpetual license to reproduce, use, and modify the Services Deliverables solely in the form delivered to Customer and solely for Customer’s internal business purposes, subject to and in accordance with these Product Terms, the terms and conditions in Customer’s licensing agreement and any agreed statement of services. Some Services Deliverables and third-party content may be provided under a separate license, such as an open source license. In the event of a conflict between these Product Terms and any separate license, the separate license will prevail with respect to the Services Deliverables or third-party content that is the subject of such separate license. Each party reserves all rights (and no one receives any rights) not expressly granted by the foregoing licenses.

Retained Rights

Products, Fixes, and Services Deliverables are protected by copyright and other intellectual property rights laws and international treaties. Looplex reserves all rights not expressly granted in these terms.  No rights will be granted or implied by waiver or estoppel.  Rights to access or use Software on a device do not give Customer any right to implement Looplex patents or other Looplex intellectual property in the device itself or in any other software or devices.

License Restrictions

Customer must not (and is not licensed to) (1) reverse engineer, decompile, disassemble or work around any technical limitations in any Product, Fix, or Services Deliverable except to the extent that applicable law doesn’t allow this restriction, (2) install or use non-Looplex technology in a way that would subject Looplex’s intellectual property or technology to any other license terms, or (3) work around any technical limitations in a Product, Fix, or Services Deliverable or restrictions in Product Documentation. Except as expressly permitted in Customer’s separate agreement and any agreed statement of services or separate license, or Product documentation, Customer must not (and is not licensed to) (1) separate and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a Product or Fix at different times, or transfer parts of a Product or Fix separately, or (2) distribute, sublicense, rent, lease, lend, sell, offer for sale or otherwise make available any Products, Fixes, or Services Deliverables, in whole or in part, or use them to offer document automation, analysis with AI or hosting services to a third party.

Feedback

“Feedback” means expertise and knowledge, including industry knowhow, as well as comments, input and suggestions regarding the Services Deliverables, Professional Services and the products, technologies, services, or any components of the foregoing, whether pre-release or commercially released, of either Looplex or Customer. Neither Looplex nor Customer are required to provide Feedback to the other in connection with Professional Services, but if a party in its sole discretion does provide Feedback, both parties agree that the receiving party should be free to use such Feedback without obligation. Accordingly, to the extent that the party providing Feedback owns or controls copyrights or trade secrets covering such Feedback, that party grants to the receiving party and its Affiliates a worldwide, non-exclusive, perpetual, irrevocable and royalty-free license in such intellectual property to: (1) to make, use, modify, distribute, create derivative works and otherwise commercialize the Feedback as part of Looplex’s or Customer’s products, technologies, services or any of their components, including without limitation pre-release and commercially released versions of such offerings; and (2) sublicense to third parties the foregoing rights, including the right to grant further sublicenses. Neither party will provide any Feedback subject to any terms that would impose any obligation on or require attribution by the receiving party. Any party receiving Feedback further acknowledges that (1) it has sole and absolute discretion regarding whether it implements such Feedback; (2) it shall base its offerings and marketing plans solely on its own independent research and analysis; and (3) it assumes all risks associated with any implementation of such Feedback.

Non-Looplex Technology

Customer is solely responsible for any non-Looplex software or technology that it installs or uses with the Online Services, Fixes, or Services Deliverables, including without limitation when Customer asks Looplex to use or modify such third-party content.

Use of Technical Information from Professional Services

Looplex may use any technical information it derives from providing Professional Services for problem resolution, troubleshooting, product functionality enhancements, in Fixes, and for Looplex’s knowledge base. Looplex agrees not to identify Customer or disclose any of Customer’s confidential information as part of such use.

Affiliates’ Rights

Customer may sublicense the rights to use Services Deliverables to its Affiliates, but Customer’s Affiliates may not sublicense these rights. Customer is liable for ensuring its Affiliates’ compliance with the terms of these Professional Services terms and Customer’s volume licensing agreement.

Open Innovation Customers

If Customer is an entity enrolled in our Open Innovation Program, then the following terms apply to any Professional Services provided at no charge to Customer. Looplex waives any and all entitlement to compensation from Customer for the Professional Services. In compliance with applicable laws and regulations, Looplex and Customer acknowledge that the Professional Services are for the sole benefit and use of Customer and not provided for the personal use or benefit of any government employee, student or individual.

Availability

Described below are some of the Professional Services that are available for purchase through Looplex Licensing. Additional Professional Services may be available and will be described in Customer’s Enterprise Services Work Order or other applicable Statement of Services.

Looplex Support Services

Looplex Support Services are a set of comprehensive enterprise support services.  Looplex Unified or Premier Support, including Enhanced Services and Solutions, are available for purchase through one of ours Use Plans and or Additional Package Licensing offerings.

Digital Advisory Service Modules

The Digital Advisory engagement includes one or more Digital Advisory service modules, as documented in the Service Delivery Plan.

Services Out of Scope

The Professional Services do not include problem resolution or break fix support, review of non-Looplex source code, or technical or architectural consultation beyond the deliverables as described in a Services Delivery Plan. For any non-Looplex source code, Looplex’s Professional Services will be limited to analysis of binary data only, such as a process dump or network monitor trace.

Customer Responsibilities

Customer agrees to cooperate with Looplex as part of the Digital Advisory engagement, including but not limited to making Customer’s representatives, IT staff, and resources available to Looplex, providing accurate and complete information, and timely completing responsibilities assigned to Customer by Looplex. Onsite visits of Looplex resources must be mutually agreed, and Customer is responsible for reasonable travel and living expenses, as determined by the Digital Advisor.