Greenhouse | Legal - Professional services addendum

·Professional Services Addendum

·GREENHOUSE SOFTWARE, INC. Last Updated: February 1, 2026

·This Professional Services Addendum ("PSA") supplements the MSA, available at MSA, and is hereby incorporated by reference into the Agreement between Greenhouse and Customer. This PSA governs the provision of Professional Services to Customer by Greenhouse as set forth in the applicable Order Form(s). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement. In the event of any conflict between this PSA and the MSA, this PSA shall control to the extent of the conflict with respect to the subject matter herein.

11. DEFINITIONS

·"Documentation" means the guides, manuals, instructions and/or other documentation provided or made available to Customer in connection with the Professional Services.

·"Professional Services Term" means the period of time during which Professional Services are available to Customer as set forth in the applicable Order Form or SOW.

·"SOW Effective Date" means the last date set forth in the signature block on a mutually executed Order Form to which an SOW is attached and incorporated, unless otherwise set forth in the Order Form or SOW.

22. PROFESSIONAL SERVICES

·(a) Professional Services. Greenhouse agrees to provide the Professional Services identified in the relevant Order Form and SOW to Customer, subject to Customer's payment of all associated Fees and related expenses.

·(b) Travel for Onsite Professional Services. If travel and/or onsite Professional Services are contemplated under a SOW, Greenhouse requires at least two (2) weeks following the SOW Effective Date to plan and coordinate the travel schedule with Customer.

·(c) Documentation. Customer will not remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on the Documentation. Customer acknowledges that the Documentation constitutes the Confidential Information of Greenhouse (except to the extent that Customer Data is incorporated), and Customer agrees not to create any derivative work based upon the Documentation, or distribute, sell, rent, sublicense, assign, distribute, publish, lease, license or otherwise transfer or disclose the Documentation to a third party (except as otherwise expressly permitted under the Agreement).

·(d) Customer Role. Customer acknowledges that the successful completion of the Professional Services depends on Customer providing reasonable and good faith cooperation with Greenhouse by: (i) making available personnel and other resources required for performing the Professional Services; (ii) allocating sufficient resources, timely responding to inquiries, and timely performing any tasks reasonably necessary to enable the performance of the Professional Services; and (iii) providing complete, accurate and timely information, data and feedback regarding the Professional Services. Greenhouse shall not be responsible for any delays in its performance of the Professional Services caused by Customer, and any such delays may result in additional applicable Fees and an extension of the schedule pursuant to the Change Management procedures outlined in Section 4(d).

·(e) Customer Policies. When Greenhouse performs any Professional Services at a Customer facility, Greenhouse personnel will at all times comply with Customer's health, safety, and security policies and procedures provided in writing to Greenhouse.

33. PROPRIETARY RIGHTS

·Greenhouse retains all right, title and interest, including all intellectual property and other proprietary rights therein, in and to the Documentation and all documents, data, work product, software (including object and source code) and other materials (collectively, "Materials") created by or on behalf of Greenhouse in connection with the Professional Services; provided, however, that (i) Greenhouse grants to Customer: a non-exclusive, non-transferable, non-sublicensable and worldwide license to use and make copies of the Documentation solely for Customer's Internal Use in connection with Customer's use of the SaaS Services during the Professional Services Term, and (ii) notwithstanding anything to the contrary herein, Materials shall not include any Customer Data. The Materials and any authorized copies that Customer makes are the intellectual property of and are owned by Greenhouse. ALL RIGHTS IN AND TO THE MATERIALS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO GREENHOUSE.

44. FEES AND PAYMENT

·(a) Fees. Customer will pay Greenhouse all Fees, and any applicable Travel Expenses (as defined below), within thirty (30) days of Customer's receipt of an invoice, unless otherwise set forth in the applicable Order Form or SOW. Customer's payment obligations are non-cancelable and non-refundable, except in the event of Customer's termination under Section 5(c), and all Fees are billed in advance, unless otherwise set forth in the Order Form, and are based on the Professional Services purchased and not actual usage. Customer will reimburse Greenhouse for reasonable Travel Expenses incurred in connection with the Professional Services, which shall be billed in accordance with the procedures outlined in this Section and Section 4(b).

·(b) Travel Expenses. Customer agrees to reimburse Greenhouse for the following expenses, in addition to any expenses outlined within an Order Form or SOW, if there is travel requested as part of the Professional Services engagement, and actuals will be passed on directly to Customer ("Travel Expenses"): (i) airfare: round trip to designated Customer location (standard economy fare class, business class for transcontinental flights of 8+ hours); (ii) reasonable accommodation: mid-tier hotel at best available rate for a standard room within a reasonable distance for travel to Customer office via the means noted below; (iii) on-site transportation: most reasonable, safe transportation available (e.g., Lyft, Uber, Taxi or standard class rental car); (iv) meals and other business-related expenses incurred for the duration of the engagement: per diem allowance as specified in the applicable SOW. If Greenhouse has incurred Travel Expenses and Customer cancels or reschedules an engagement requiring Greenhouse to cancel or reschedule travel, Greenhouse will invoice Customer for the cost of any travel adjustments, as well as a daily "Travel Delay Fee" as outlined in the SOW. Upon completion of the Professional Services engagement, or termination of the applicable Order Form, whichever is earlier, Greenhouse shall provide Customer with itemized documentation of Travel Expenses as described above, and will promptly send Customer an invoice detailing the Travel Expenses.

·(c) Overdue Fees. Greenhouse may charge Customer interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, on any Fees for Professional Services or Travel Expenses not received within fifteen (15) days of the date such payment was due. Additionally, in the event any Fees for Professional Services are more than fifteen (15) days overdue, Greenhouse may suspend its performance of the Professional Services, require full payment before Greenhouse resumes performance, and such delay may result in additional applicable Fees and an extension of the schedule pursuant to the Change Management procedures outlined in Section 4(d).

·(d) Change Management. Any material changes to the scope of services outlined in an SOW, including, but not limited to, extensions of the service period, modifications to the timeline, scope of sessions or services, delays caused by Customer, suspension of services due to Customer's nonpayment, or a lapse in Customer's SaaS Services subscription(s) may require the Parties (in Greenhouse's sole discretion) to renegotiate the scope of services, duration of the service period, and Fees associated with the Professional Services provisioned under the SOW prior to delivery of the material changes. Additionally, Customer's project may be returned to the services queue pending an executed amendment to the SOW.

·(e) Taxes. Greenhouse Fees and Travel Expenses are exclusive of any taxes, levies, tariffs, duties or other governmental assessments of any nature, such as but not limited to, sales, use, value-added, and withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with the Fees and Travel Expenses. If Greenhouse is required to pay or collect Taxes for which Customer is responsible under this Section, Greenhouse will include Taxes on the invoice to Customer.

55. TERM AND TERMINATION

·(a) Term of this PSA. This PSA takes effect on the date the Parties execute an Order Form purchasing Professional Services, and will remain in effect until all applicable Order Forms for Professional Services have expired or been terminated.

·(b) Term of each SOW. Unless otherwise stated in an Order Form or SOW, the Professional Services Term shall commence as of the SOW Effective Date and shall expire upon the earlier of: (a) completion of the Professional Services; or (b) one (1) year from the date of the Order Form into which this PSA is incorporated.

·(c) Termination. If either Party commits a material breach or default in the performance of any of its obligations under this PSA or an SOW, then the other Party may terminate the corresponding scope of services under such SOW, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default within thirty (30) days of discovery of such breach or default, and such breach or default remains uncured thirty (30) days after the breaching or defaulting Party receives the notice. For the avoidance of doubt: (i) a breach or default under this PSA or an SOW shall not entitle either Party to terminate the MSA or any SaaS Services subscriptions; and (ii) if a SOW contemplates multiple services, a breach or default related to one section of the scope of services shall entitle either Party to terminate only the portion of the SOW related to the corresponding scope of services (e.g., implementation, data migration).

·(d) Effect of Termination. If Greenhouse terminates an SOW (or a portion of an SOW) pursuant to Section 5(c), any unpaid Fees for the Professional Services purchased pursuant to such SOW (or portion of such SOW) will become immediately due and payable to Greenhouse. If Customer terminates an SOW (or a portion of an SOW) pursuant to Section 5(c), Greenhouse will provide Customer with a pro-rated refund of prepaid Fees for the Professional Services purchased pursuant to such SOW (or portion of such SOW), from the date of termination. In no event will termination of the SOW relieve Customer of any obligation to pay Fees applicable to the period prior to the date of termination.

·(e) Survival. All terms and provisions of this PSA which by their nature are intended to survive any termination or expiration of this PSA will so survive.

66. REPRESENTATIONS AND WARRANTIES

·Greenhouse additionally represents and warrants that it will perform any Professional Services provisioned under this Addendum in a professional and workmanlike manner consistent with industry standards. Customer shall notify Greenhouse in writing within thirty (30) days if any Professional Services fail to conform to the foregoing warranty. Greenhouse shall, at Greenhouse's election and as Customer's exclusive remedy and Greenhouse's sole liability, re-perform or issue a refund for the Fees paid for such non-conforming Professional Services.

·ARCHIVED VERSION: Professional Services Addendum - 11/01/2023

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