This Professional Services Supplement applies to and governs any professional services (“Professional Services”) provided to Customer by Instructure. In the provision of Professional Services, Instructure may provide Customer certain Deliverables. “Deliverables” mean items that Instructure is obligated to provide Customer under an applicable statement of work (“SOW”). To the extent there is a conflict between the express terms of this Agreement and an SOW, the terms of the SOW shall control.
- Customer shall provide Company with all Customer Content required to enable Company to perform the Professional Services, including all obligations specified in any applicable SOW. If Customer fails to do this, Company will be relieved of its obligations to the extent that the obligations are dependent upon Customer’s performance.
- Customer hereby grants to Instructure a nonexclusive, nontransferable, royalty-free, worldwide, license to use, reproduce, create derivative works from, and modify the Customer Content solely in connection with Instructure’s performance of such Professional Services. As between Customer and Instructure, the Customer Content is, and shall at all times remain, the sole and exclusive property of Customer, including, without limitation, all worldwide intellectual property rights embodied in, related to, or represented by, the Customer Content.
- Deliverables shall at all times be considered Instructure Intellectual Property unless expressly stated otherwise in an applicable SOW.
- Subject to the terms and conditions of this Agreement, Instructure hereby grants to Customer a nonexclusive, nontransferable, royalty-free, worldwide, license solely to use the Deliverables in connection with any product or service purchased by Customer from Instructure. Customer agrees not to (a) modify, adapt, alter, translate, or create derivative works from the Deliverables; (b) sublicense, lease, rent, loan, or otherwise transfer the Deliverables to any third party; or (c) otherwise use or copy the Deliverables except as expressly allowed herein or in the applicable SOW.
- Notwithstanding anything contained in the Agreement to the contrary, the Subscription Service Commitment contained in Section 7 of the Master Terms and Conditions shall not apply to any Professional Services provided by Instructure.