Professional Services Program Document

This Professional Services Program Document (this “Program Document”) forms part of the Terms of Service (the “Agreement”) between BigCommerce and you (the “Customer”). Capitalized terms that are not defined in this Program Document have the meanings ascribed to them in the Agreement.

“SOW Effective Date”: The date of your online acceptance of this Store Launch Services Statement of Work.

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  1. Services
    1. Statements of Work. BigCommerce will provide Customer with certain professional services (“Professional Services”) as identified in one or more statements of work or exhibits between the parties (each, a “Statement of Work”), including the Store Launch Services Statement of Work below.
    2. SOW Amendments. If the parties agree to any changes to a Statement of Work, they shall execute an amendment to the Statement of Work affecting such changes (“SOW Amendment”). No additions or other changes to a Statement of Work shall be effective unless such changes are in writing and signed by both parties in the form of a SOW Amendment.

    2. 

  2. Payment.
    1. Fees & Expenses. Customer shall pay BigCommerce the fees for the Professional Services as set forth in the applicable Order Form or Statement of Work. Customer shall also reimburse BigCommerce for all out-of-pocket costs and expenses (including travel and related expenses) reasonably incurred by BigCommerce in connection with the Professional Services. Unless otherwise set forth in the Statement of Work, the payment terms will be as set forth in the Agreement.
    2. Taxes. Fees set forth in a Statement of Work do not include applicable taxes. Customer shall be responsible for all applicable taxes relating to the Professional Services. Each party shall be responsible for taxes based on its own net income, employment taxes of its own employees, and for taxes on any property it owns or leases.

    3. 

  3. Disclaimer; Limited Warranty.
    1. Limited Warranty. BigCommerce warrants that the Professional Services will be performed in a professional and workmanlike manner. Customer’s sole and exclusive remedy for a breach of the foregoing warranty is for BigCommerce to re-perform the non-conforming Professional Services within 30 days (or such longer period as agreed to by the parties in writing), or at BigCommerce’s option, refund the
    2. Disclaimer. THE EXPRESS WARRANTY SET FORTH IN THIS DISCLAIMER/LIMITED WARRANTY SECTION IS IN LIEU OF ALL OTHER WARRANTIES AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIGCOMMERCE HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED.

    4. 

  4. Limited Liability.
    1. No Indirect Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES, INCLUDING DAMAGES FOR LOST REVENUE, PROFIT, OR BUSINESS ARISING OUT OF OR RELATING TO THIS PROGRAM DOCUMENT OR ANY STATEMENT OF WORK.
    2. Maximum Liability. EACH PARTY’S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS PROGRAM DOCUMENT, INCLUDING ANY STATEMENT OF WORK, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO BIGCOMMERCE PURSUANT TO THE STATEMENT OF WORK THAT GAVE RISE TO THE CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND ANY LIMITATION OF LIABILITY.

    5. 

  5. Term and Termination.
    1. Term. The term of this Program Document will commence on the Program Effective Date and continue until the expiration or termination of the Agreement. Each Statement of Work will terminate on the earlier of: (i) completion of the Professional Services set forth therein, (ii) termination of such Statement of Work in accordance with the termination provisions specified therein (if any), or (iii) termination of the Agreement.
    2. Termination. Either party may terminate this Program Document in the event of a material breach by the other party. Such termination may be affected only through a written notice to the breaching party, specifically identifying the breach or breaches on which such notice of termination is based. The breaching party will have a right to cure such breach or breaches within fifteen (15) days of receipt of such notice, and this Program Document will terminate in the event that such cure is not made within such fifteen (15)-day period.
    3. Effect of Termination. If this Program Document is terminated, all Statements of Work and all licenses granted under this Program Document will also terminate. Upon termination of this Program Document, Customer will (i) pay BigCommerce all fees for Professional Services performed through the effective date of termination, and (ii) reimburse BigCommerce for all expenses incurred prior to the effective date of termination.
    4. Survival. The rights, duties and obligations of the parties under this Program Document that by their nature continue and survive will survive any expiration or termination of this Program Document.
  6. Customer Obligations.
    1. Customer Responsibilities. Customer shall perform those tasks specified in the applicable Statement of Work (collectively, "Customer Responsibilities"). BigCommerce’s performance is dependent on Customer's timely, accurate, and effective performance of all Customer Responsibilities and Customer’s failure to satisfy such Customer Responsibilities may prevent or delay BigCommerce’s performance of the Professional Services and/or require modifications to a Statement of Work, including but not limited to an adjustment to the schedule and/or fees.
    2. Customer-Furnished Items. Customer will provide BigCommerce with access to Customer-Furnished Items as reasonably required for the performance of the Professional Services in accordance with the applicable Statement of Work and this Program Document. "Customer-Furnished Item(s)" means any software, documentation or data provided by Customer or any third party on behalf of Customer.
    3. License. Customer hereby grants to BigCommerce a non-exclusive, worldwide, royalty-free, fully paid-up license to use, publicly perform, publicly display, modify, prepare derivative works of, reproduce, make, have made, import and otherwise exploit Customer-Furnished Item(s) as reasonably required for the performance of the Professional Services. Customer warrants that it has the right to provide the foregoing license to BigCommerce and that neither the Customer-Furnished Items themselves nor their use by BigCommerce as permitted under this Program Document will infringe or misappropriate any intellectual property or proprietary right of any third party. Customer agrees to defend, indemnify, and hold harmless BigCommerce from and against all claims, proceedings, liabilities, costs or damages arising from any breach of the foregoing warranty.
    4. BigCommerce Knowledge.  BigCommerce shall retain all right, title and interest (including all intellectual property rights) in and to the BigCommerce Knowledge.  “BigCommerce Knowledge” means the following, whether developed by BigCommerce in the course of performing the Professional Services under this Program Document or independently of the Professional Services: (a) reports, documents, studies, software programs, specifications, derivative works, algorithms or other tangible property (including all intellectual property rights embodied therein) developed and/or used by BigCommerce and/or its personnel; (b) any business methods, methodologies, processes, techniques, know-how or other intangible property (including all intellectual property rights therein) which are developed and/or used by BigCommerce and/or its personnel; and/or (c) any derivative works, enhancements and/or modifications to any of the foregoing items listed in (a) or (b) above. If BigCommerce makes any BigCommerce Knowledge available to Customer, it will do so on an “AS IS” basis and without express or implied warranties of any kind.
  7. Entire Agreement. 

Together with the Agreement, this Program Document constitutes the final and exclusive agreement between the parties relating to this subject matter and supersedes all agreements, whether prior or contemporaneous, written or oral, concerning such subject matter.

Store Launch Services Statement of Work

This Statement of Work (this “SOW”) forms part of the Terms of Service (the “Agreement”) between you (“Customer”) and BigCommerce. This SOW identifies certain Professional Services to be provided by BigCommerce pursuant to the Professional Services Program Document (the “Program Document”) above.  Capitalized terms that are not defined in this SOW have the meanings ascribed to them in the Program Document or the Agreement, as applicable.

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  1. Services.
    1. During the term of this SOW, BigCommerce will provide Customer with the Store Launch Package Services for the package selected by Customer, as described at the link below which corresponds to the package selected by Customer at checkout (the “Store Launch Services”), for one (1) Store.
      1. Starter: https://www.bigcommerce.com/starter-store-launch-exhibit/
      2. Expert: https://www.bigcommerce.com/expert-store-launch-exhibit
      3. Enterprise: https://www.bigcommerce.com/enterprise-store-launch-exhibit/
      4. Advanced: https://www.bigcommerce.com/advanced-store-launch-exhibit/
      5. A BigCommerce eCommerce Growth Coach will be assigned to provide the Store Launch Services during the term of this SOW.  Any additional Stores requiring Store Launch Services will require payment of additional fees and necessitate a new or amended statement of work. 
      6. “Store” means an individual, online (not physical) storefront or a shopping cart offered through the BC Services identified through a unique home page URL.
  2. Out of Scope.
    1. The following are out of scope and are excluded from the Store Launch Services:
      1. Coaching and guidance on advanced features not included in Customer’s store plan.
      2. Moving Customer’s domain or enabling store security features outside of a Session.
  3. Schedule.
    1. The Services will be provided over the course of 7, 11, 14 or 20 sessions of approximately one hour in length for Starter, Advanced, Expert and Enterprise plans, respectively. Multiple sessions can be scheduled and attended on the same day.  Sessions shall be scheduled as agreed upon by the parties; provided that the first session shall be held within 30 calendar days of the SOW Effective Date and the last session shall be held within 45, 60, 75 or 90 calendar days of the first session for Starter, Advanced, Expert and Enterprise launch service plans, respectively.
  4. Location.
    1. The Store Launch Services will be performed remotely, solely through screenshare and other electronic means.
  5. Rescheduling; No-Show. 
    1. Unless otherwise agreed in writing by BigCommerce, Customer may reschedule no more than one Session by providing not less than 48 hours advance written notice to BigCommerce.  Customer will have 7 days from the date of such notice to schedule a new Session with BigCommerce. If Customer fails to i) schedule a new Session within 7 days of its notice or ii) dial and/or log-in for a scheduled Session, then the Store Launch Services will be deemed delivered and complete. For the avoidance of doubt, where Customer has paid in advance for the Store Launch Services, no refund will be due.
  6. Customer Responsibilities.
    1. Customer shall provide BigCommerce with access to certain admin pages on Customer’s Store and any other assistance as reasonably necessary for BigCommerce to perform the Store Launch Services described in this SOW.
    2. Customer will provide BigCommerce with access to all facilities, information, and materials reasonably necessary for BigCommerce to perform the Store Launch Services described in this SOW.
  7. Session Records and Information.
    1. Any recording, rebroadcast, duplication, copy, transmission, or reproduction of the Session(s) without the express written consent of BigCommerce is strictly prohibited. The information provided during a Session is for informational purposes only and is not a substitute for professional sales, financial or legal advice. All information provided during a Session is subject to change and updates via BigCommerce’s public support tools available on the BigCommerce Site, including but not limited to, the BigCommerce Knowledge Base (currently available at https://support.bigcommerce.com/s/knowledge), community, and developer documentation.
  8. Term.
    1. The term of this SOW will commence on the SOW Effective Date and expire on the earlier of i) completion of the Store Launch Services or ii) 120 days from the SOW Effective Date unless terminated earlier pursuant to the Program Document.