This Fivetran Professional Services Addendum (this “Addendum”) supplements the Master Services Agreement entered into between the parties (the “MSA”). In the event of a conflict between this Addendum and the MSA, this Addendum shall govern. Capitalized terms used but not defined herein shall have the meanings given to them in the MSA.
FIVETRAN PROFESSIONAL SERVICES. The Services listed in the Order Form are advisory services Fivetran offers its customers to help them fully utilize the Fivetran platform. Customer agrees that Customer will provide Fivetran with any requested information necessary to provide the Services by the Services Start Date (the “Required Information”). Customer acknowledges that Fivetran’s ability to perform the Services depends on Customer providing the Required Information. For clarity, the Services are advisory in nature and do not include any development services. Fivetran will obtain Customer’s prior written approval to use sub-contractors to provide the Services, such approval not to be unreasonably withheld.
FEES AND PAYMENT. Fivetran will invoice Customer for the price of the Services as listed in the Order Form. Customer agrees to pay any invoice for the Services within thirty (30) days of receipt of such invoice. For any invoice not paid within thirty (30) days of receipt, Fivetran reserves the right to (a) charge interest of 1.5% per month (or the maximum amount allowed by law, whichever is lower), and (b) if the Company does not pay an overdue invoice within 5 days of receiving a notice of nonpayment suspend the Services or Customer’s use of the Fivetran platform and terminate this Addendum and the parties’ MSA.
TERM AND TERMINATION. The term of this Addendum shall commence on the Services Start Date and end on the Services End Date. Customer acknowledges that if it fails to provide the Required Information, Fivetran retains the right to push back the Services Start Date indefinitely or cancel this Addendum.
LIMITATION OF LIABILITY. IN NO EVENT SHALL FIVETRAN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR A PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL FIVETRAN’S AGGREGATE MONETARY LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER FOR USE OF THE SERVICES.
MISCELLANEOUS. This Addendum is the entire agreement of the parties as it relates to the Services and supersedes all other commitments, negotiations and understandings relating thereto. If any provision of this Addendum is adjudicated to be unenforceable, that provision shall be reinterpreted to be as close to the parties’ intent as legally possible and the validity of the remaining provisions shall not be affected. From time to time Fivetran may modify this Agreement. Sections 4 and 5 shall survive expiration or termination of this Addendum. This Addendum is governed by the laws of the State of California, excluding its conflicts of laws principles.