1.1 SERVICES ORDER. The “Professional Services” provided under these Professional Services Terms will be those set forth in any mutually agreed services schedule, order form, statement of work or other document executed by LaunchDarkly and Customer referencing these Professional Services Terms (each, a “Services Order” or “Order”). The Professional Services may include configuration, implementation, training, or other consultation related to a LaunchDarkly product or service that Customer has received rights to use under a separate agreement (the “LaunchDarkly Platform”). Each Services Order shall be governed by these Professional Services Terms (together the “Agreement”). Any changes to this Agreement will only be as mutually agreed to by the parties by execution of an amendment to the Agreement, including any change orders.

1.2 DIRECT PURCHASES. For Service Orders purchased directly with LaunchDarkly, the Customer shall pay all fees specified in the Service Order (the “Fees”). Each Service Order with LaunchDarkly shall be signed by both parties or issued by LaunchDarkly and executed by Customer via the issuance of a purchase order that incorporates the Service Order by reference, subject to acceptance of such purchase order by LaunchDarkly. Except as otherwise specified herein or in an Order, payment obligations are non-cancelable, and all fees paid are non-refundable. Customer is responsible for ensuring that it has provided LaunchDarkly with the most current billing information. In the event Customer issues purchase orders in its normal course of business and furnishes LaunchDarkly with a purchase order number in advance of the invoice date, LaunchDarkly will make every reasonable effort to reference such purchase order number on the invoice. Invoices will be sent via email to the email indicated in the Billing Information section of each Order Form. Unless otherwise specified in the Order, payment for any fees will be due within thirty (30) days of the date of invoice. LaunchDarkly reserves the right to suspend the delivery of Services in the event that Customer is more than 30 days delinquent in its payment obligations hereunder.

• 1.2.1 - Taxes. LaunchDarkly’s Fees do not include any Taxes, and Customer is responsible for paying all Taxes arising from its purchases hereunder, excluding Taxes based on LaunchDarkly’s net income, employees, or property. “Taxes” as used herein means any direct or indirect local, state, federal or foreign value-added, sales, use or withholding taxes. If LaunchDarkly has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount of such Taxes shall be invoiced to and paid by Customer, unless Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority in advance. The failure to include Taxes on an invoice does not relieve the Customer of its obligation to pay such Taxes as required in the applicable taxing jurisdiction. All amounts payable to LaunchDarkly under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax. Further, Customer agrees that in the case where Taxes are required to be deducted from payments to LaunchDarkly, such as but not limited to VAT, GST or similar withholding obligations, Customer will increase the Fees payable to LaunchDarkly so that LaunchDarkly receives from Customer (without any liability for Taxes) the amount equal to the total Fees LaunchDarkly would have received but for such withholding or deductions (the “True Up”).
• 1.2.2 - Overdue Charges. If any invoiced amount not subject to good faith dispute is not received by LaunchDarkly by the due date, then without limiting LaunchDarkly’s rights or remedies Customer agrees that LaunchDarkly may impose interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law, whichever is lower. LaunchDarkly may also suspend delivery of the Services

1.3 PURCHASES THROUGH A PARTNER. For any Services purchased by Customer through a Partner, the pricing and payment terms are as established through the order or agreement entered into by and between Customer and the Partner and all payments will be made directly to Partner. If a Partner is entitled to terminate or suspend any Services purchased by Customer due to non-payment and notifies LaunchDarkly, LaunchDarkly may suspend or terminate the Services identified by the Partner.

LaunchDarkly offers the LaunchDarkly Platform as a service of general utility provided by LaunchDarkly to all customers the same way at the same time, leveraging the same code base. As provided by LaunchDarkly over the internet, the LaunchDarkly Platform itself is not customizable for one customer to differentiate from how it is provided to any other customer. Customer’s use of the LaunchDarkly Platform is highly configurable within the service itself, however, these configurations are available to all of LaunchDarkly’s customers. Therefore, the scope of any Professional Services shall be limited to (i) deployment assistance and planning, (ii) configuration and integration assistance; and (iii) training on the use and operation of the LaunchDarkly Platform. Professional Services shall not constitute works-for-hire.

The Agreement shall remain in effect from the effective date specified in the Order and for so long as any Services Order remains in effect. Each Services Order, with respect to the Services, shall become effective on the effective date specified in the applicable Services Order (“Services Effective Date”) and shall expire on the earlier of (a) the date that Services are completed thereunder, or (b) any expiration date set forth on the Services Order (“Services Completion Date”). Either party may terminate the Services Order upon written notice given to the other party, if the other party materially breaches the Services Order and fails to cure such breach within thirty (30) days following receipt of notice describing the breach. Upon termination by Customer for LaunchDarkly’s material breach, Customer shall be liable only for payment for the Services rendered through the termination date and shall receive from LaunchDarkly a pro-rata refund of any unused, prepaid fees for Services.

4.1 Prior to the start of the Professional Services, Customer will identify a primary responsible person who will have the authority to act on Customer’s behalf in all matters regarding the Services (“Primary Responsible Person”). The Primary Responsible Person will serve as the interface between LaunchDarkly’s project team and all Customer departments participating in the Professional Services. The Primary Responsible Person will:

• 4.1.1 - Obtain and provide correct and applicable information, data, consents, decisions and approvals without delay as required by LaunchDarkly to perform the Professional Services;
• 4.1.2 - Promptly provide access, workspace and connectivity to the systems and other facilities necessary for LaunchDarkly’s personnel, and help resolve and escalate Professional Services issues within Customer’s organization, as necessary; and
• 4.1.3 - Identify all Customer team members with appropriate systems access who will be responsible for the implementation of platform configuration based on guidance by LaunchDarkly, and otherwise make personnel available to assist LaunchDarkly in the performance of its responsibilities.

4.2 Customer will be responsible for securing the privacy of its data, including personal data, and for controlling access by LaunchDarkly personnel or subcontractors, including conducting security check-in and providing badges if necessary and personal escort for all on-site engagements. Customer will not share administrative credentials to LaunchDarkly employees and/or personnel.If required by the scope of the applicable Services Order, Customer will create temporary access credentials for the LaunchDarkly Platform for use by LaunchDarkly employees and/or personnel valid on the start date and automatically expiring upon completion of the relevant Services.

LaunchDarkly will perform Services based on a schedule mutually agreed to by the parties. Services will expire unless the Services are scheduled and delivered by the applicable expiration date stated in the Services Order. Services will ordinarily be performed by a LaunchDarkly service representative or other authorized representative of LaunchDarkly, and may include participation from other authorized representatives for the purpose of professional development. Unless otherwise set forth in the Service Order, Customer agrees, however, that LaunchDarkly, in its sole discretion, may provide the Services through a third-party representative.

6.1 GENERAL. Provided that Customer performs its obligations to LaunchDarkly under these Terms and Conditions and the applicable Services Order, LaunchDarkly warrants that it will perform Professional Services with professional care and skill consistent with generally accepted industry practices. LaunchDarkly’s warranty shall expire thirty (30) days after the applicable Services Completion Date or earlier termination. LaunchDarkly’s warranty shall only be effective if Customer notifies LaunchDarkly of the breach of warranty within thirty (30) days after completion of delivery of the deficient Services. LaunchDarkly will at its option and expense either (a) re-perform the Professional Services; or (b) return to Customer the fees attributable to the deficient Services. The foregoing remedies are Customer’s sole remedies for breach of the warranty. Customer waives any warranty claims not made during the warranty period.

6.2 EXCLUSIONS. The warranties in this Agreement do not apply to problems caused by accident, abuse, or use inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to Professional Services made available by LaunchDarkly at no fee.

6.3 DISCLAIMER. The Parties hereby agree that: EXCEPT AS EXPRESSLY SET FORTH ABOVE, ALL PROFESSIONAL SERVICES ARE PROVIDED TO SUBSCRIBER “AS IS” AND LAUNCHDARKLY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO SUBSCRIBER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS THEREOF AND LAUNCHDARKLY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING PROFESSIONAL SERVICES, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY.

NOTWITHSTANDING ANYTHING IN THESE TERMS AND CONDITIONS TO THE CONTRARY, THE ENTIRE LIABILITY OF EITHER PARTY TO THE OTHER ARISING OUT OF THESE TERMS AND CONDITIONS FOR THE SERVICES PERFORMED HEREUNDER SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CUSTOMER TO LAUNCHDARKLY UNDER THE APPLICABLE SERVICES ORDER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS OR DATA) WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE PARTIES AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 7 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS AND CONDITIONS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8.1 DEFINITION. As used herein, "Confidential Information" means all non-public information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential, including the terms and conditions of this Agreement, LaunchDarkly’s technology and technical information, product designs, and business processes.  Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any confidentiality obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any confidentiality obligation owed to Disclosing Party or access to or reliance on Disclosing Party’s Confidential Information; or (iv) is received from a third party without breach of any confidentiality obligation owed to Disclosing Party.

8.2 OBLIGATIONS. Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except as allowed by the terms of this Agreement or with the Disclosing Party's prior written consent. Receiving Party shall protect the confidentiality of the Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own Confidential Information of like kind (but in no event using less than reasonable care). LaunchDarkly represents and warrants that it will maintain the confidentiality of Customer Data and, except as required by applicable law, will not disclose Customer Data to any third party for any purpose other than to provide the LaunchDarkly Platform.  However, LaunchDarkly may compile aggregate data related to Customer’s usage of the LaunchDarkly Platform and may use and/or disclose such aggregate data to third parties, to the extent that Customer is not identified as the source of such data and as long as the data does not reveal the identity, whether directly or indirectly, of any individual, or specific data entered by or relating to any individual. Receiving Party shall promptly notify the Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of the Disclosing Party's Confidential Information.

8.3 COMPELLED DISCLOSURE. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with (a) prior written notice of such compelled disclosure (to the extent legally permitted) and (b) reasonable assistance in contesting the disclosure, at Disclosing Party's option and cost.  Any actual disclosure shall be limited to the minimum amount of information necessary to comply with the disclosure demand as advised by legal counsel.

8.4 REMEDIES. If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of confidentiality protections hereunder, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.

8.5 EFFECT OF TERMINATION. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, upon request and to the extent practicable, return to the Disclosing Party or destroy (at the Disclosing Party's election) all materials containing such Confidential Information.

9.1 INDEPENDENT CONTRACTORS. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third-party beneficiaries to this Agreement.

9.2 ENTIRE AGREEMENT. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by Customer and LaunchDarkly. To the extent of any conflict between this Agreement and any Order Form, the Order Form shall prevail. In the event of a conflict between this Agreement and any other Exhibit or document referenced herein, this Agreement shall prevail unless expressly stated otherwise. Notwithstanding any language to the contrary therein, no terms stated in a purchase order or similar ordering document (other than a Statement of Work or other mutually executed order document expressly incorporated herein) shall be incorporated into this Agreement, and all such terms shall be void. This Agreement represents the entire agreement of the parties, and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. If there is any conflict between the terms of this Agreement and any Order or similar ordering document with a Partner, the terms of this Agreement shall control. Where LaunchDarkly is required to “click through” or otherwise accept any online terms to register as Customer’s vendor, to provide the Services to Customer, or to enable Customer’s receipt of the Services (as a condition to its provision, vendor registration or receipt of Services), the terms are not binding and shall not be deemed to modify this Agreement.

9.3 LOGO USAGE. Customer hereby authorizes LaunchDarkly to list Customer’s name and logo on LaunchDarkly’s website and in related marketing materials to identify Customer as a LaunchDarkly customer, provided that no Customer Confidential Information is disclosed.  Additionally, Customer agrees to participate in customer reference and related programs, to the extent so authorized in writing by Customer (email shall suffice).

9.4 NO WAIVER. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

9.5 FORCE MAJEURE. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to a natural disaster, pandemics, civil unrest, actions or decrees of governmental bodies or communications failure which (i) hinders, delays or prevents a party in performing any of its obligations, (ii) is beyond the control of, and without the fault or negligence of, such party, or (iii) by the exercise of reasonable diligence such party is unable to prevent or provide against (“Force Majeure Event”).

9.6 ASSIGNMENT. Neither party may assign or transfer any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other (not to be unreasonably withheld). Notwithstanding the foregoing either party may, upon notice to the other party, assign or transfer this Agreement in its entirety (including all Orders hereunder), in connection with a merger, reorganization, or sale of all or substantially all assets or equity with respect to this Agreement.  Any attempted assignment in breach of this Section shall be void. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

9.7 EXPORT. Each party agrees to comply with all applicable regulations of the United States Department of Commerce and with the United States Export Administration Act, as amended from time to time, and with all applicable laws and regulations of other jurisdictions with respect to the provision and use of the LaunchDarkly Platform.

9.8 GOVERNING LAW. This Agreement shall be governed exclusively by the internal laws of the state of California, without regard to its conflicts of laws rules. Any dispute arising hereunder shall be brought exclusively in the courts located in the Northern District of California.  The United Nations Convention on Contracts for the International Sale of Goods shall not apply.