These Community Professional Service Terms (“Professional Service Terms”) form a part of, and are incorporated into, the Community Terms of Service, and apply to Customer, if Customer enters into a fully signed Order Form including the purchase of Professional Services. Professional Services are limited to product consultation, marketing/campaign best practices, and/or training services as outlined in a signed Order Form. By accessing or using Community’s Professional Services, Customer agrees to these Professional Service Terms and to Community’s Terms of Service. Any capitalized terms that are used but not defined in these Professional Service Terms have the meaning set forth in the Terms of Service.
1. Community will perform the Professional Services outlined in the Order Form.
During the term of this agreement, Customer may wish to assign additional projects, products, or services to Community beyond the Professional Services outlined in the Order (“Out-of-Scope Assignments”). Community agrees to accept such Out-of-Scope Assignments only upon signing a separate written agreement with Customer regarding additional compensation to be paid to Community and other relevant terms and conditions. Nothing in this Agreement will be deemed to require Community to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to Customer’s or Community’s interests. Professional Services are limited to marketing services to help Customer increase customer engagement and brand awareness. Community is not and does not provide any legal advice or services via the Professional Services, and the Services should not be relied upon as a substitute for consultations with qualified professionals who are familiar with Customer’s individual legal and/or regulatory needs. Please consult your lawyers and/or legal advisors as necessary.
Customer and Community will work together to implement the Professional Services. Customer will cooperate with Community and execute and deliver all documents, forms, or instruments necessary for Community to implement and perform the Professional Services. Customer will provide Community with all reasonable and necessary information in the format requested by Community, and will provide all reasonable assistance required of Customer in order for Community to successfully perform the Professional Services.
Unless otherwise provided in the Order Form, Customer may terminate the Professional Services, in whole or in part, at any time upon written notice to Community.
4. Professional Services Warranty
Community represents and warrants theProfessional Services will be (a) provided in a timely, efficient, professional, and workmanlike manner; and (b) performed by properly-trained and competent personnel.
5. IP Rights
If Community works on or provides any Deliverables (as defined below), under this Agreement, the terms and conditions of this Section apply.
5.2.1 “Deliverables” means any work product, data files, documents, reports, or designs, (whether or not patentable), including any works in progress, created, conceived, authored or invented by Community (either solely or jointly with others), based on, derived from, or necessary for Community performing Professional Services or based on or derived from Customer’s instructions.
5.2.2 “Intellectual Property” means all copyrights; trademarks, service marks, logos, trade names and trade dress (including any goodwill appurtenant thereto), patents and patent applications (including all reissues, divisions, continuations, re-examinations and extensions thereof), as well as other invention rights (for example, priority rights); rights in technology and other innovations; database rights; know-how; trade secrets (including confidential technical and non-technical information); mask work rights; rights of publicity and moral rights; and all other industrial or intellectual property rights protected under the laws of any domestic or foreign governmental authority anywhere in the world, whether such rights are registered or unregistered.
5.2.3 “Preexisting Materials” means discoveries, improvements, ideas, works of authorship, inventions, know-how, and other technology (a) that a party can clearly establish by written evidence was created (i) before the Effective Date of this Agreement or (ii) independently of performing any work for the other party or (b) for which the Intellectual Property is owned by a third party who has consented to such use as set forth in this Agreement (each a “Consenting Third Party”).
5.3 Community’s Preexisting Materials.
Community or a Consenting Third Party, as the case may be, owns Community’s Preexisting Materials and does not assign such ownership to Customer under this Agreement. It is expressly understood and agreed that Community’s platform, including all derivative works related to the platform, whenever created, are Community's Preexisting Materials.
5.4 Customer’s Materials.
To the extent that Customer provides any property, whether intellectual property or otherwise, to Community as part of the Professional Service, Customer retains ownership of such property, and Community may use such property solely to provide Professional Services or create Deliverables.
5.5 Deliverables Owned By Customer.
To the extent possible under U.S. or other jurisdictions’ copyright laws, the Deliverables (but excluding Community’s Preexisting Materials) are “works made for hire” as defined in 17 U.S.C. §§ 101 and 201(b), or any comparable law, and as such Customer is deemed to be the author of such Deliverables and owns all rights, including copyrights, in such Deliverables, and such Deliverables are the sole and exclusive property of Customer or Customer’s designee. To the extent that any such Deliverables do not qualify as works made for hire, Community hereby assigns to Customer or Customer’s designee the entire worldwide Intellectual Property right, title, and interest in the Deliverables for exploitation in any form or medium, of any kind or nature whatsoever, whether now known or hereafter devised, regardless of whether such Deliverables are selected or used by Customer. Customer may add to, subtract from, arrange, rearrange, change or adapt the Deliverables in Customer’s sole discretion, and Community hereby waives all rights under the U.S. or foreign copyright laws, including any rights provided in 17 U.S.C. §§ 106 and 106A, for all purposes for which the Deliverables may be used, and any rights of attribution and integrity or any other “moral rights of authors'' with respect to the Deliverables and any uses thereof to the full extent now or hereafter permitted by the laws of any other country.
Customer will retain ownership of the content of Deliverables created by Community as a part of the Professional Services, provided that Community will be the owner of the format of such Deliverables. To the extent any such reports or other materials incorporate any Community proprietary information, Community (i) retains sole ownership of such proprietary information and (ii) provides Customer a fully paid up, irrevocable, perpetual, royalty-free license to access and use same for Customer’s internal business purposes without the right to create derivative works (other than derivative works to be used solely for Customer’s internal business purposes.
5.6 No Infringement.
Community warrants that the Deliverables will be Community’s own original creations and will not infringe upon or violate the copyrights, trademarks, patents, right of publicity, or other proprietary rights of any third party or require the consent of or any additional payment to any third party in connection with Community performing Professional Services. Community will not use or disclose to Customer any trade secrets or confidential information of any third party without such third party’s written authorization.
5.7 Residual Knowledge.
Community retains the right to use the general knowledge, experience and know-how acquired by it in the course of performing Professional Services.