This Statement of Work (“SOW”) is entered into between Haus and the party listed on the signature page hereof (“Customer”), effective as of the date signed by Customer (“Order Effective Date”).Â
This SOW is governed by that certain Master Services Agreement or online Terms of Service entered into between Haus and Customer (the “Agreement”). To the extent of any conflict between a provision of this SOW and any other terms of the Agreement, the provisions of this SOW will prevail. The terms and conditions of this SOW apply only to Haus’ provision of, and Customer’s use of, the Professional Services described on Schedule 1 of this SOW. Capitalized terms used but not defined in this SOW have the meanings given in the Agreement.
This SOW shall expire and become null and void if not executed by the Customer on or before the 14th day after delivery to Customer. After such date, the terms of this SOW may be subject to change at the discretion of Haus, and Haus shall have no obligation to honor the terms outlined herein unless a new agreement is reached.
Pursuant to the terms of this SOW, Customer engages Haus to provide Professional Services as described on Schedule 1 attached hereto. Haus will perform (or cause to be performed) the Professional Services, if applicable, to deliver to Customer Deliverables according to the specifications and schedule. Any material changes to this SOW will be effective only if set forth in a Change Order. Haus is not responsible for delays caused by Customer or due to Customer unavailability.‍
Customer will reimburse Haus for reasonable, pre-approved out-of-pocket expenses incurred by Haus or its personnel in performance of the Professional Services subject to compliance with any expense policies communicated in writing by Customer to Haus in advance of Haus incurring such expenses.‍
Customer agrees that all software, tools, materials, reports, works of authorship, information, data, ideas, inventions, and other innovations of any kind, including any written output therefrom delivered to Customer (“Deliverables”), documentation or other materials, and any improvements or modifications to the foregoing, that Haus, or personnel working for or through Haus, may author, invent, conceive, create, develop, or reduce to practice, alone or jointly with others, in the course of performing the Professional Services or as a result of such Services, whether or not eligible for patent, copyright, trademark, trade secret, or other legal protection (each individually, and collectively, “Work Product”) will remain the property of Haus. Customer, on behalf of itself and its Affiliates, hereby assigns and agrees to assign to Haus, all right, title and interest Customer or its Affiliates may have or later acquire in and to the Work Product and all intellectual property rights therein. Notwithstanding the foregoing, if Customer or its Affiliates retain any right, title or interest with respect to the Work Product, Customer, on behalf of itself and its Affiliates, hereby grants Haus a perpetual, exclusive, fully paid-up, royalty-free, sublicensable (through multiple tiers), irrevocable license under all applicable intellectual property rights to use, reproduce, distribute, display, and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, have made, sell, offer to sell, import, and otherwise exploit all or any portion of the Work Product, in any form or media (now known or later developed) and without restriction of any kind.
Subject to Customer’s performance of its obligations under this SOW and the Agreement, Haus hereby grants Customer a limited, non-exclusive, non-transferable license to use the Deliverables for the purpose for which they are provided within Customer’s enterprise only and solely for Customer’s internal business purposes. The foregoing license will be perpetual and royalty-free.
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