Professional Services Terms Addendum

Applicability.

This Professional Services Terms Addendum (this “Addendum”) supplements the Company Partner Terms or Client Subscription Terms (the “Terms”) between SharpSpring, Inc. (“Company”) and, as applicable, Partner or Client (referred to in this addendum as “Customer”), and applies to any Order between Company and Customer. Capitalized words and phrases not otherwise defined by this Addendum have the meanings given by the Terms.

Services.

Company will provide to Customer the services described in the Order (the “Services”) in accordance with this Addendum. Company will use reasonable efforts to meet any performance dates specified in the Order, but any such dates are estimates only.

Customer’s Obligations. Customer will:

1. cooperate with Company and respond promptly to Company in all matters relating to the Services;
2. provide to Company those customer materials or information as Company may reasonably request to carry out the Services; and
3. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

Customer’s Acts or Omissions.

If Company’s performance of its obligations under thisAgreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Company will not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

Change Orders.

1. If either Party wishes to change the scope or performance of the Services, it will submit details of the requested change to the other Party in writing. Company, within a reasonable time after such request, will provide a written estimate to Customer of:
   1. the likely time required to implement the change;
   2. any necessary variations to the fees and other charges for the Services arising from the change;
   3. he likely effect of the change on the Services; and
   4. any other impact the change might have on the performance of this Agreement.
2. Promptly after receipt of the written estimate, the Parties will negotiate and agree in writing on the terms of such change (a “Change Order”). Neither Party will be bound by any Change Order unless mutually agreed upon in writing.
3. Company from time to time may change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order.

Fees and Expenses; Payment Terms; Interest on Late Payments.

1. Customer, in consideration of the Services Company provides under an Order, will: (a)pay the fees set forth in the Order; and (b) reimburse Company for all reasonable travel and out-of-pocket expenses incurred by Company at Customer’s request in connection with the performance of the Services, in each case within 30 days from the date of Company’s invoice. Customer will make all such payments by the method specified by the Terms.
2. If Company does not receive any payment within 30 days of the due date, Company may:(a) charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (b) suspend performance for all Services until payment has been made in full.

Taxes.

Customer will be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.

Intellectual Property.

ll intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “IntellectualProperty Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of Company in the course of performing the Services, including any items identified as such in the Order (collectively, the “Deliverables”) except for any ConfidentialInformation of Customer or customer materials will be owned by Company. Company grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enableCustomer to make reasonable use of the Deliverables and the Services.

Representation and Warranty.

1. Company represents and warrants to Customer that it will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner and will devote adequate resources to meet its obligations under this Agreement. If Customer, within 30 days of receiving the Services, notifies Company that the Services fail to conform to the requirements of the Order,Company at its sole option, and as Customer’s sole remedy will either:
   1. repair or re-perform such Services (or the defective part); or
   2. credit or refund the price of such Services at the pro rata contract rate.
2. THE REMEDIES SET FORTH IN PARAGRAPH 9.1 OF THIS ADDENDUM WILL BETHE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND COMPANY’S ENTIRE LIABILITY FORANY BREACH OF THE LIMITED WARRANTY SET FORTH IN PARAGRAPH 9.1.

Disclaimer of Warranties.

EXCEPT FOR THE WARRANTY SET FORTH IN PARAGRAPH9.1OF THIS ADDENDUM, COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

Limitation of Liability.

For the avoidance of doubt, Section 20 of the Terms will apply to thisAddendum. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY PURSUANT TO THE APPLICABLE ORDER GIVING RISE TO THE CLAIM.