Product Terms – Tekion Lab Services

The below product terms apply to Your use of the Tekion Lab Services. By completing the purchase process, You agree to the below terms.

1. DEFINITIONS
   1. Any capitalized terms not specifically defined here have the same meaning as in the Master Subscription Agreement between You and Us ("Agreement").
   2. Delivery of Tekion Lab Services. We will provide the Tekion Lab Services, including any Deliverables, in accordance with the Agreement, the applicable Order Forms and the User Documentation.
   3. Term of Tekion Lab Services. The term of each Tekion Lab Service shall be as set out in the Order Form. Either party may terminate a Tekion Lab Service for convenience with prior written notice of 30 (thirty) business days. Upon termination as aforesaid, You will pay for all Tekion Lab Services performed until the date of termination.
   4. Co-operation. You will cooperate reasonably and in good faith with Us in Our performance of Tekion Lab Services by, without limitation: (a) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Us to perform Our obligations under each Order Form; (b) responding to Our inquiries related to the Tekion Lab Services; (c) assigning an internal project manager for each Order Form to serve as a primary point of contact for Us; (d) actively participating in scheduled project meetings; (e) providing office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, access to Your appropriate and knowledgeable employees and agents, and continuous administrative access to Your Cloud Service account and Equipment, and coordination of onsite, online and telephonic meetings all as reasonably required by Us. Any delays or failure in Our performance of Tekion Lab Services or delivery of Deliverables caused by You may result in delays in Our performing Our obligations under the applicable Order Form and the Agreement and/or additional applicable charges for resource time.
   5. Acceptance. You will have an acceptance period of five (5) business days or mutually agreed time after delivery of any Deliverable, during which time You may notify Us in writing of any Deficiencies in such Deliverable. We will use commercially reasonable efforts to cure any such Deficiencies within ten (10) business days or mutually agreed time of such notice and resubmit the Deliverable to You for testing. This process shall be repeated as necessary and appropriate. Upon accepting any Deliverable, You shall provide a written acceptance of such Deliverable. Acceptance will be implied if (i) We give You notice after the acceptance testing period asking You to notify Us of whether You accept or reject the Deliverable, and (ii) You fail to respond within seven (7) business days. Acceptance will not be implied from any other event. Should any Deliverable be reasonably rejected by You after We have had two (2) opportunities to cure, You may either, as Your sole and exclusive remedy: (i) again reject the Deliverable and return it to Us for further correction and resubmission; or (ii) terminate the relevant Order Form immediately upon written notice and recover all Tekion Lab Services fees paid under such Order Form for such deficient Deliverable and any other fees paid under such Order Form for Services You did not receive. If You and We mutually determine that a Deliverable’s functional requirements specified in an Order Form require modification (for example, due to incorrect assumptions or changed requirements), We will cooperate in good faith to enter into a Change Order for such revised requirements.
   6. Change Orders. Changes to an Order Form will require a written Change Order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work of the Tekion Lab Service and any corresponding changes to the estimated fees and schedule.
   7. Additional Warranties. In addition to the warranties provided in the Agreement, we warrant that during the term of the Agreement, the Tekion Lab Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.