Professional Services Addendum

PROFESSIONAL SERVICES ADDENDUM TO THE SHOSOFT SERVICES AGREEMENT

Last Updated: September 30, 2026

IMPORTANT – READ CAREFULLY:

THIS IS A LEGALLY BINDING AGREEMENT. BY CLICKING “ACCEPT” OR A SIMILAR AFFIRMATIVE BUTTON, YOU (ON BEHALF OF THE ENTITY YOU REPRESENT, “CUSTOMER”) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS ADDENDUM.

IF YOU ARE ENTERING INTO THIS ADDENDUM ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS ADDENDUM.

IF YOU DO NOT AGREE TO THIS ADDENDUM, OR IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT CLICK “ACCEPT” AND DO NOT REQUEST, AUTHORIZE, OR USE THE PROFESSIONAL SERVICES. CUSTOMER’S REQUEST FOR, AUTHORIZATION OF, OR USE OF ANY PROFESSIONAL SERVICES CONSTITUTES CUSTOMER’S ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THIS ADDENDUM.

1. 1.Scope. This Professional Services Addendum (“Addendum”) forms part of the ShoSoft Services Agreement (the “ShoSoft Services Agreement”) and is entered into by and between ShoSoft and Customer. This Addendum governs ShoSoft’s provision of the Professional Services and any related Deliverables purchased by Customer, as described in the applicable Subscription Plan, Order, statement of work, service description, or other service program documentation (collectively, the “Program Documents”). ShoSoft shall perform the Professional Services and provide the Deliverables in accordance with this Addendum and the applicable Program Documents. Any Professional Services ordered, purchased, or otherwise received by Customer shall be subject to this Addendum and the ShoSoft Services Agreement. For the avoidance of doubt, the Subscription Services, Support Services, maintenance, and any other Services provided pursuant to the ShoSoft Services Agreement are outside the scope of this Addendum and are governed exclusively by the ShoSoft Services Agreement. Capitalized terms not otherwise defined in this Addendum have the meanings set forth in the ShoSoft Services Agreement. This Addendum and the ShoSoft Services Agreement are collectively referred to herein as the “Agreement.” In the event of a conflict between this Addendum and the ShoSoft Services Agreement, this Addendum shall control solely with respect to the Professional Services and Deliverables. In the event of a conflict between this Addendum and an applicable Program Document expressly referencing this Addendum, the applicable Program Document shall control solely with respect to the Professional Services engagement covered thereby.

1. 2.Professional Services and Deliverables.

1. 1.Professional Services and Deliverables. Subject to the terms and conditions of this Addendum, ShoSoft shall provide Customer with the professional services (“Professional Services”) and any related deliverables (“Deliverables”) described in the applicable Program Documents. Unless otherwise expressly set forth in the applicable Program Documents or agreed by the Parties in writing, all Professional Services shall be performed remotely. Deliverables shall be deemed accepted upon delivery unless the applicable Program Documents provide for a different acceptance procedure.

Upon Customer’s payment of fees due to ShoSoft for the Professional Services and Deliverables, ShoSoft grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to copy and use solely for Customer’s internal and non-competitive business purposes, to the Deliverables provided to Customer, which may include, as applicable, summaries, reports, implementation plans, or training materials; provided that, notwithstanding anything else herein, any software deliverables or solutions or other ShoSoft products that are delivered as part of the Deliverables (including any products that are configured or installed in connection with the delivery of Professional Services) may only be used in accordance with the licenses granted by ShoSoft to Customer in the ShoSoft Services Agreement available at <www.ShoSoft.ai/legal/> or an applicable master license agreement entered into between Customer and ShoSoft. Except for the limited rights expressly granted herein, ShoSoft and its licensors retain all right, title, and interest in and to the Deliverables and all Intellectual Property Rights therein. For clarity, Deliverables may incorporate ShoSoft IP, templates, methodologies, know-how, workflows, software, documentation, configurations, improvements, derivative works, and other proprietary materials owned or licensed by ShoSoft, all of which shall remain the exclusive property of ShoSoft and its licensors.

1. 1.Onboarding Services. If Customer purchases a Subscription Plan that includes onboarding, implementation, configuration, data migration, or similar deployment-related services (collectively, the “Onboarding Services”), this Section 2.1.1. shall apply. ShoSoft shall perform the Onboarding Services in accordance with this Addendum and the then-current Enterprise Onboarding and Implementation Professional Services Program Description.

1. 2.Additional Services. Any services requested by Customer that are outside the scope of the applicable Program Documents, including but not limited to, custom configurations, custom development, additional training sessions, or changes to previously approved implementation requirements, or changes in assumptions, scope, requirements, or specifications, may be subject to additional fees at ShoSoft’s then-current professional services rates. ShoSoft shall have no obligation to perform such additional services unless mutually agreed by the Parties in writing.

1. 3.Third-Party Items. ShoSoft shall have no responsibility for the functionality, availability, security, compatibility, or performance of any Third-Party Items, including any third-party hardware, software, platforms, applications, APIs, integrations, hosting providers, or services used by Customer in connection with the Professional Services. Any delays, deficiencies, errors, or failures resulting from Third-Party Items shall not constitute a breach of this Addendum by ShoSoft.

1. 3.Customer Obligations; Customer License.

1. 1.Customer Obligations. Customer agrees to reasonably cooperate with ShoSoft in its performance of Professional Services and delivery of Deliverables, including by providing access to appropriate personnel, accurate and complete information and/or data, systems, necessary license rights (including third-party license rights), equipment, consents, approvals, responses, and/or as otherwise identified in the Program Documents and as reasonably necessary to timely provide the Professional Services and Deliverables contemplated by the Parties. Any project schedules, milestones, target dates, or delivery dates shall be reasonably extended to the extent impacted by Customer’s failure to perform its obligations, provide required cooperation, or timely provide information, materials, approvals, access, or decisions. Customer agrees that ShoSoft shall not be liable hereunder for any deficiency in performing the Professional Services or delivering Deliverables to the extent the deficiency results from Customer (or its personnel) or the failure by Customer to provide any of the foregoing. In addition, Customer represents and warrants that it is authorized to act on behalf of the owner or licensee of, or is the authorized representative of an individual, business or other legal entity having contractual usage rights granted by an internet service provider or web host owning or licensed to use, any and all internet protocol addresses and the associated computer hardware, network, storage, input/output, or electronic control devices, or software installed on such devices on which Customer directs those Professional Services to be performed. Customer agrees to cooperate with ShoSoft to verify the identity of authorized representatives of Customer in connection with Customer’s use of the Professional Services or Deliverables.
2. 2.Customer Materials. “Customer Materials” means Customer Data Customer Data and any other data, content, materials, information, documentation, technology, systems, files, records, specifications, or other materials provided by or on behalf of Customer to ShoSoft in connection with the Professional Services. Customer grants ShoSoft a worldwide, sublicensable, royalty-free, non-exclusive license to access, use, reproduce, modify, adapt, transmit, store, and otherwise process Customer Materials solely as necessary to perform the Professional Services, create Deliverables, exercise its rights, and fulfill its obligations under this Addendum.
3. 3.Customer Data. Customer acknowledges and agrees that, in connection with the performance of the Professional Services, ShoSoft may Process Customer Data and Customer Materials as reasonably necessary to perform the Professional Services, create Deliverables, and exercise its rights and fulfill its obligations under this Addendum. Such Processing shall be governed by the ShoSoft Services Agreement, the Privacy Policy, and any applicable data processing agreement between the Parties.
4. 4.Compliance with Laws. Customer agrees to comply with and be responsible for any laws, regulations, filings, registrations, licenses, approvals and consents required in the relevant country or jurisdiction including without limitation import, export or data privacy laws and regulations applicable to Customer, the acceptance of this Addendum by Customer, and the receipt or use of the Professional Services and Deliverables by Customer including without limitation the transfer or provision of information, technology, data or personal information to ShoSoft.

1. 4.Reservation of Rights. ShoSoft has created or has licensed intellectual property, including general know-how, concepts, advice, techniques, methodologies, ideas, strategies, documentation, templates, trade secrets, software and/or other tools that it may use or disclose or provide in connection with the provision of Professional Services (including Deliverables) under this Addendum (collectively “ShoSoft IP”). Customer understands and agrees nothing herein shall be construed to prohibit ShoSoft from entering into agreements with other customers for the provision of services similar to the Professional Services (including Deliverables) contemplated hereunder which may require use or disclosure of similar or the same ShoSoft IP. All rights, title, and interest, including all Intellectual Property Rights, in and to ShoSoft IP shall remain vested in ShoSoft and its licensors, except for the limited rights expressly granted in this Addendum.

1. 5.Warranty; Disclaimer.

1. 1.Warranty. ShoSoft warrants to Customer that it will perform the Professional Services in a professional and workmanlike manner, consistent with generally accepted industry standards. For any breach of this warranty, Customer’s exclusive remedy and ShoSoft’s entire liability will be the re-performance of the Professional Services.

1. 2.DISCLAIMER. EXCEPT AS EXPRESSLY WARRANTED IN SECTION 5.1 (WARRANTY), THE PROFESSIONAL SERVICES AND DELIVERABLES PROVIDED UNDER THIS ADDENDUM ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

1. 6.Term; Survival.

1. 1.Term. This Addendum shall commence on the date Customer first accepts this Addendum or first purchases, orders, requests, or receives Professional Services, whichever occurs first, and shall remain in effect for so long as (a) the ShoSoft Services Agreement remains in effect, and (b) Customer is receiving Professional Services under an applicable Program Document or Subscription Plan. This Addendum shall expire upon the completion of all Professional Services, expiration or termination of the applicable Professional Services engagement, or expiration or termination of the ShoSoft Services Agreement, whichever occurs first. The expiration or termination of the ShoSoft Services Agreement shall automatically result in the simultaneous expiration or termination of this Addendum without any further action by either Party.

1. 2.Survival. Notwithstanding the foregoing, any provisions of this Addendum that by their nature should survive expiration or termination of this Addendum shall survive, including Section 4 (Reservation of Rights), Section 5.2 (Disclaimer), and any other provisions that are intended to survive pursuant to their terms or to give effect to the Parties’ rights and obligations following termination.

1. 7.Entire Agreement. Except as expressly modified by this Addendum, the ShoSoft Services Agreement remains in full force and effect and is hereby incorporated into this Addendum by reference. All terms and conditions of the ShoSoft Services Agreement, including those relating to Intellectual Property Rights, payment obligations, confidentiality, disclaimers, indemnification, limitation of liability, arbitration, AI Features, termination, and general provisions, shall apply to the Professional Services and Deliverables provided under this Addendum.