Effective Date: August 16, 2026
This Professional Services Addendum (the “Addendum”) supplements the Master Terms and Conditions (the “Master Terms”) between Short Arms Technologies, LLC d/b/a SA Applied (“SA Applied”) and the customer identified in an applicable Order (“Customer”).
This Addendum applies when an Order includes Professional Services. Capitalized terms not defined in this Addendum have the meanings given to them in the Master Terms.
“Professional Services” means project-based, implementation, development, migration, integration, configuration, customization, consulting, architecture, deployment, technical, or similar services performed by SA Applied for Customer.
Professional Services may include:
(a) software or application development;
(b) website or application implementation;
(c) cloud or infrastructure implementation;
(d) migrations and cutovers;
(e) integrations;
(f) configuration and customization;
(g) architecture and technical consulting;
(h) deployment and implementation services; and
(i) other project-based technology services.
SA Applied will perform the Professional Services identified in the applicable Order, Statement of Work, proposal, project description, service description, or other written record incorporated into the Agreement (collectively, the “Project Documentation”).
Project Documentation may be simple or detailed depending upon the nature of the engagement. A separate formal Statement of Work is not required unless the parties choose to use one or another provision of the Agreement expressly requires one.
The Project Documentation may identify, as applicable:
(a) scope;
(b) Deliverables;
(c) assumptions;
(d) dependencies;
(e) schedule or milestones;
(f) fees and billing arrangements;
(g) Customer responsibilities;
(h) acceptance criteria;
(i) intellectual-property treatment; and
(j) other project-specific terms.
A service, feature, Deliverable, or activity is not included merely because it is technically related to, useful for, or commonly associated with the Professional Services.
SA Applied will perform the Professional Services in a professional and workmanlike manner consistent with the scope identified in the applicable Project Documentation.
Unless the Project Documentation specifies a particular method, technology, architecture, tool, or process, SA Applied may determine the reasonable technical means used to perform the Professional Services.
Technical estimates, recommendations, designs, architectures, migration plans, schedules, and similar matters may depend upon information available when they are prepared and may change as work progresses.
SA Applied may make reasonable technical adjustments during performance where necessary or appropriate to accomplish the agreed scope, provided that a material change to scope, price, or a material Customer requirement is handled in accordance with Section 4.
Professional Services are project-based and do not, by themselves, create an ongoing obligation to administer, maintain, monitor, support, secure, update, host, back up, or otherwise manage a Deliverable or Customer Environment after completion of the applicable project.
Ongoing services are governed by the applicable Order and, where applicable, the Managed Services Addendum.
Customer will provide the cooperation reasonably necessary for SA Applied to perform the Professional Services, including timely provision of:
(a) system and account access;
(b) credentials and administrative permissions;
(c) Customer Materials;
(d) technical information;
(e) business requirements;
(f) content and data;
(g) decisions and approvals;
(h) access to Customer personnel and other providers; and
(i) other dependencies identified in the Project Documentation or reasonably required for the project.
Customer is responsible for the accuracy and completeness of information, instructions, Customer Materials, requirements, and decisions supplied by or on behalf of Customer.
SA Applied may reasonably rely upon information and instructions provided by Customer and persons acting with Customer’s actual or reasonably apparent authority.
SA Applied is not responsible for delay, additional cost, inability to perform, or other consequences to the extent caused by:
(a) Customer’s delay or failure to satisfy a dependency;
(b) inaccurate or incomplete Customer information;
(c) Customer-requested changes;
(d) Customer personnel or contractors;
(e) third-party providers or systems;
(f) unavailable or incompatible third-party technology;
(g) delayed approvals or decisions; or
(h) circumstances outside SA Applied’s reasonable control.
Where such circumstances materially affect the project, SA Applied may reasonably adjust the schedule, sequencing, resource allocation, estimates, or fees to reflect the resulting additional work or delay.
Where the Professional Services involve migration from, integration with, or modification of a third-party system, Customer will provide or obtain the access and authorization reasonably necessary for SA Applied to interact with that system.
SA Applied does not guarantee that a third party will cooperate, provide timely access, maintain compatibility, permit a requested migration, or make Customer Data or resources available in a particular form.
Either party may propose changes to the scope, requirements, Deliverables, schedule, architecture, assumptions, or other aspects of Professional Services.
SA Applied is not required to perform work materially outside the agreed scope unless the parties agree to the change.
A proposed change does not modify the Professional Services unless accepted by both parties.
Changes may be approved through a formal change order, revised Order or SOW, email, customer portal, ticketing system, project-management system, other electronic communication, or another method reasonably demonstrating agreement by authorized representatives of both parties.
Either party may accept or reject a proposed change. SA Applied may condition acceptance of a change on agreement regarding any resulting adjustment to fees, schedule, dependencies, Deliverables, technical requirements, or other affected terms.
A formal signature is not required for an ordinary project change unless required by the Project Documentation or reasonably requested by either party.
An approved change may affect fees, estimates, schedules, dependencies, architecture, resource requirements, or Deliverables.
Where Customer requests additional work without first establishing a fixed price, SA Applied may perform the requested work at an applicable agreed hourly or service rate or, if no rate has been agreed, at SA Applied’s then-current applicable rate, provided the circumstances reasonably indicate that Customer authorized additional billable work.
Any schedule or completion date is an estimate unless the Project Documentation expressly identifies it as a binding commitment.
SA Applied will use commercially reasonable efforts to perform Professional Services according to applicable agreed schedules.
Schedules assume timely satisfaction of Customer and third-party dependencies.
A delay in a dependency may result in a corresponding or reasonable adjustment to the project schedule and may require rescheduling based upon SA Applied’s then-available resources.
Where Professional Services involve a migration, deployment, cutover, DNS change, account transition, infrastructure change, or similar activity, Customer acknowledges that temporary interruption, reduced functionality, propagation delays, synchronization issues, or other transition effects may occur.
SA Applied will use reasonable care in performing such activities but does not warrant that every migration or cutover can occur without interruption or technical issues.
“Deliverables” means work product expressly identified in the Project Documentation as an item SA Applied will provide to Customer.
Deliverables may include software, source code, object code, websites, configurations, documentation, architecture, infrastructure definitions, integrations, reports, designs, data transformations, deployment artifacts, or other project output.
Routine communications, working files, internal notes, internal tooling, development environments, temporary files, drafts, testing materials, administrative records, or internal SA Applied systems are not Deliverables unless expressly identified as such.
SA Applied may deliver a Deliverable through deployment into a Customer Environment, repository access, electronic transfer, account configuration, publication, file delivery, implementation into a production system, or another technically appropriate method.
Delivery does not require physical delivery or transfer of a repository unless applicable Project Documentation requires it.
Where a Deliverable includes software, Customer is entitled to source code or repository access only to the extent stated in the applicable Project Documentation or otherwise required to exercise Customer’s ownership or license rights under Section 9.
Providing repository access or a copy of a repository does not alter ownership or licensing of individual materials contained within it.
Formal acceptance procedures apply only where the applicable Project Documentation expressly establishes acceptance criteria or an acceptance process.
If no acceptance criteria are expressly stated, payment, completion, or other obligations are not conditioned upon formal Customer acceptance.
Where Project Documentation establishes acceptance criteria, Customer will evaluate the applicable Deliverable in accordance with those criteria and within any stated review period.
Customer may reject a Deliverable under an agreed acceptance procedure only for a material failure to satisfy the applicable acceptance criteria.
SA Applied will use reasonable efforts to correct a properly identified material nonconformity and resubmit the affected Deliverable for acceptance.
Preferences, enhancements, additional functionality, changed requirements, defects in third-party products, or matters outside the agreed acceptance criteria do not constitute grounds for rejection unless otherwise stated in the Project Documentation.
Professional Services may be provided on a fixed-fee, time-and-materials, milestone, hourly, prepaid, retainer, recurring project, or other pricing basis identified in the applicable Project Documentation.
Unless expressly identified as a fixed fee or binding maximum, an estimate is an estimate and not a guaranteed maximum price.
SA Applied will use reasonable efforts to notify Customer if SA Applied becomes aware that actual work is likely to materially exceed an applicable estimate.
Customer is responsible for reasonable third-party charges, licenses, travel, materials, infrastructure, or other expenses expressly identified in the Project Documentation or otherwise approved by Customer.
SA Applied will not incur unusual material reimbursable expenses on Customer’s behalf without reasonable authorization.
Third-party products, subscriptions, infrastructure, cloud consumption, domain registrations, software licenses, and similar costs required for a project may be separately chargeable.
Third-Party Services resold or procured by SA Applied are also subject to the Third-Party Services Addendum.
“Customer Materials” means materials, technology, content, software, data, documentation, trademarks, designs, specifications, business information, and other intellectual property supplied by or on behalf of Customer or owned by Customer independently of the Professional Services.
As between the parties, Customer retains ownership of Customer Materials.
Customer grants SA Applied a nonexclusive right to use, reproduce, modify, host, process, and otherwise use Customer Materials as reasonably necessary to perform the Services.
Customer represents that it has the rights reasonably necessary to permit SA Applied to use Customer Materials for the applicable Professional Services.
Any separate right of SA Applied to identify Customer or use Customer’s name or logo in customer lists or promotional materials is governed by the Master Terms and is not created by this Section 9.1.
Except for Customer Materials, third-party materials, open-source materials, and materials expressly assigned to Customer under Section 9.4, “SA Applied Technology” includes technology, materials, Deliverables, and work product owned, developed, acquired, or licensed by SA Applied, including:
(a) pre-existing technology;
(b) software and application code;
(c) integrations and connectors;
(d) configurations and customizations;
(e) reusable or general-purpose software;
(f) libraries and frameworks;
(g) modules and APIs;
(h) utilities and scripts;
(i) infrastructure templates;
(j) deployment systems and tooling;
(k) automation;
(l) methodologies and processes;
(m) techniques and know-how;
(n) designs, architectures, patterns, and concepts;
(o) improvements and modifications;
(p) documentation; and
(q) other technology or work product created or developed by SA Applied in connection with the Professional Services.
SA Applied Technology may be created, modified, customized, improved, or extended specifically in connection with Customer’s project.
The fact that work product:
(i) was developed for Customer;
(ii) was paid for by Customer;
(iii) incorporates Customer-specific requirements, configurations, mappings, business rules, or implementation details;
(iv) was initially deployed only for Customer; or
(v) was created in response to a Customer request
does not by itself transfer ownership of that work product to Customer.
As between Customer and SA Applied, SA Applied retains all right, title, and interest in SA Applied Technology except to the extent particular rights are expressly assigned under Section 9.4.
Subject to SA Applied’s confidentiality obligations, Customer’s ownership of Customer Materials, applicable third-party rights, and any express restrictions in the applicable Project Documentation, SA Applied may use, reproduce, modify, develop, improve, distribute, license, sublicense, commercialize, provide, disclose, or otherwise exploit SA Applied Technology for itself or others, including in connection with other customers, products, projects, services, contractors, subcontractors, developers, or business partners.
SA Applied may grant third parties rights in SA Applied Technology on terms determined by SA Applied. Nothing in the Agreement grants Customer any right to restrict SA Applied’s use or licensing of SA Applied Technology except as expressly stated in applicable Project Documentation.
Customer-specific configurations, mappings, identifiers, credentials, data, Confidential Information, or other Customer Materials incorporated into an implementation do not become available for unrestricted reuse merely because the underlying SA Applied Technology is reusable.
SA Applied may reuse the underlying concepts, functionality, architecture, integration methods, generalized logic, code, modules, frameworks, techniques, and other SA Applied Technology without disclosing or improperly using Customer Materials or Customer Confidential Information.
Any disposition or grant of rights in SA Applied Technology remains subject to licenses and other rights previously granted by SA Applied to Customer under the Agreement.
Where applicable Project Documentation expressly provides that Customer will own an identified Deliverable or identified portion of a Deliverable (an “Assigned Deliverable”), SA Applied will assign to Customer SA Applied’s assignable right, title, and interest in that Assigned Deliverable upon payment in full of the amounts applicable to it.
An assignment applies only to the material expressly identified as assigned.
Unless the applicable Project Documentation expressly states otherwise, an assignment does not include:
(a) pre-existing SA Applied Technology;
(b) reusable or general-purpose components;
(c) libraries, frameworks, modules, APIs, utilities, or scripts;
(d) deployment systems, infrastructure templates, automation, or tooling;
(e) methodologies, processes, techniques, know-how, patterns, or generalized architectures;
(f) generalized improvements or functionality reasonably capable of reuse;
(g) open-source software;
(h) third-party materials; or
(i) Customer Materials, which remain Customer’s property independently.
SA Applied retains the right to use general knowledge, skills, concepts, techniques, and know-how developed or learned during creation of an Assigned Deliverable, provided that doing so does not disclose Customer Confidential Information or improperly use Customer-owned intellectual property.
If Customer requires assignment of reusable SA Applied Technology or broader exclusivity, those rights must be expressly identified in the applicable Project Documentation.
Subject to Customer’s payment of applicable amounts, SA Applied grants Customer a perpetual, nonexclusive, worldwide license to use SA Applied Technology contained in or constituting a Deliverable provided to Customer, solely to the extent reasonably necessary for Customer to use, operate, maintain, modify, and continue the applicable Deliverable for its intended Customer-specific business purpose.
This license applies whether the applicable SA Applied Technology is provided as source code, object code, compiled software, configuration, integration logic, container image, infrastructure definition, deployment artifact, or another technical form.
Unless expressly agreed otherwise, the license does not permit Customer to:
(a) extract SA Applied Technology for use as a standalone product, library, framework, service, or component unrelated to the applicable Deliverable;
(b) incorporate SA Applied Technology into an unrelated product, application, platform, or service;
(c) sell, independently license, commercialize, distribute, or make SA Applied Technology independently available to third parties;
(d) use SA Applied Technology to develop a competing general-purpose product, framework, library, platform, or service; or
(e) represent that Customer owns SA Applied Technology.
Customer may permit its employees, contractors, professional advisers, and replacement technology providers to exercise Customer’s licensed rights solely on Customer’s behalf and for Customer’s permitted use, subject to confidentiality and use restrictions reasonably protective of SA Applied’s rights.
The license is intended to permit the applicable Deliverable to continue operating, being maintained, and evolving within its intended Customer-specific purpose. Ordinary growth in Customer’s operations, users, transactions, data, infrastructure, or business does not by itself violate the license.
Material repurposing of SA Applied Technology for a substantially different product, platform, service, business purpose, or independently commercialized implementation may require a separate license.
Completion, expiration, or termination of Professional Services does not terminate a license properly granted under Section 9.5.
However, unless Customer purchases applicable ongoing services, SA Applied has no obligation following completion or termination to:
(a) maintain;
(b) update;
(c) patch;
(d) support;
(e) secure;
(f) modify;
(g) test;
(h) ensure compatibility of; or
(i) provide future versions of
SA Applied Technology licensed to Customer.
Customer’s continued use or modification of such technology after SA Applied ceases providing applicable services is at Customer’s responsibility, subject to the Master Terms.
Unless applicable Project Documentation expressly grants exclusivity, no Professional Services engagement, Deliverable, development fee, customization, or assignment prevents SA Applied from developing or providing similar functionality, services, integrations, concepts, architectures, or technology for itself or others, subject to Customer’s ownership and confidentiality rights.
Deliverables may include or depend upon software or other materials made available under open-source, source-available, public, community, or similar licenses.
Such materials remain subject to their applicable license terms.
Nothing in the Agreement grants Customer ownership of open-source software or overrides rights or obligations imposed by an applicable open-source license.
Deliverables may include or depend upon third-party software, libraries, APIs, services, content, or other materials.
Customer’s rights in such materials are subject to applicable third-party terms.
SA Applied does not represent that it owns third-party materials merely because they are incorporated into or used with a Deliverable.
Where reasonably applicable and available to SA Applied, SA Applied may preserve or provide notices, attribution, license files, or other information required by licenses applicable to materials SA Applied directly incorporates into a Deliverable.
SA Applied is not responsible for a third party’s failure to provide required notices, attribution, or license information for materials supplied by that third party.
Professional Services may create, configure, modify, migrate, or deploy resources within a Customer Environment.
Customer’s rights in the Customer Environment are governed by the Managed Services Addendum where applicable.
Creation or modification of a dedicated account, repository, infrastructure resource, configuration, or other Customer Resource does not transfer ownership of SA Applied Technology used within or alongside that resource.
SA Applied may use internal deployment systems, infrastructure templates, automation, CI/CD systems, management platforms, build systems, repositories, or other SA Applied Technology to create or deploy Customer Deliverables.
Unless expressly included as an Assigned Deliverable, Customer is not entitled to SA Applied’s internal systems merely because they were used to build or deploy Customer’s environment.
Where continued operation of a paid-for Deliverable reasonably requires SA Applied Technology, Customer’s rights are governed by Section 9.5.
Professional Services are complete when SA Applied has materially performed the applicable agreed scope, subject to any express acceptance criteria or remaining obligations stated in the Project Documentation.
Completion of Professional Services does not terminate other services Customer purchases from SA Applied.
Where Customer purchases Managed Services following implementation or cutover, responsibility for ongoing administration, maintenance, support, security, backup, monitoring, and other ongoing functions is determined by the applicable Managed Services scope.
Completion of implementation work does not imply that every aspect of the implemented environment becomes part of the Managed Services.
Upon completion or termination of Professional Services, SA Applied will provide Customer with Deliverables and Customer Resources to which Customer is entitled under the Agreement, subject to applicable payment obligations, intellectual-property rights, Provider Terms, and technical limitations.
Ordinary delivery or handoff of existing Deliverables is part of project completion.
Migration, conversion, reconstruction, substantial documentation creation, custom export work, rearchitecture, replacement deployment, or other additional work not included in the original scope may be separately chargeable.
Termination of Professional Services does not automatically terminate Managed Services, Third-Party Services, Provider commitments, or other services purchased by Customer.
Customer remains responsible for amounts accrued through termination and other amounts payable under the Agreement.
Upon termination, Customer may request delivery of completed or partially completed Deliverables for which Customer has paid or is required to pay, subject to applicable intellectual-property rights and technical feasibility.
SA Applied is not required to convert unfinished work into a completed Deliverable unless the parties agree to additional Professional Services.
Customer’s receipt of unfinished work does not expand Customer’s intellectual-property rights beyond those otherwise granted under the Agreement.
Reasonable ordinary cooperation in providing existing Customer Resources and Deliverables may be included in termination.
Additional migration, conversion, reconstruction, documentation, development, deployment, or transition work may be separately chargeable.
Unless expressly stated in the applicable Project Documentation, SA Applied does not undertake responsibility for designing, implementing, auditing, certifying, or warranting a Deliverable or Customer Environment for compliance with a particular law, regulation, security framework, industry standard, certification, or contractual requirement applicable to Customer.
Customer is responsible for identifying requirements applicable to Customer’s business and informing SA Applied of any requirements Customer expects SA Applied or a Deliverable to satisfy.
Any Professional Services involving specially regulated data, systems, or compliance requirements may require additional terms, controls, pricing, or review.
This Addendum supplements and forms part of the Agreement.
The Master Terms govern matters of general applicability, including payment, taxes, confidentiality, general intellectual-property principles, warranties and disclaimers, limitations of liability, indemnification, electronic contracting, amendments, notices, dispute resolution, subcontractors, customer identification and promotional use, and general termination provisions except to the extent expressly addressed differently in this Addendum.
The applicable Project Documentation governs the particular scope, Deliverables, fees, schedules, ownership treatment, acceptance criteria, and other project-specific terms.
The Managed Services Addendum applies separately to applicable ongoing Managed Services.
The Third-Party Services Addendum applies separately to Third-Party Services procured or resold to Customer by SA Applied.
The Data Processing Addendum applies separately to covered processing of personal data where applicable.
In the event of a conflict, the order-of-precedence provisions of the Master Terms apply.
SA Applied’s knowledge of Customer’s systems, access to Customer’s technology, discovery of an issue, recommendation concerning an improvement, or technical ability to perform additional work does not by itself expand the scope of Professional Services or create an obligation to perform work outside the agreed scope.
SA Applied is responsible for the Professional Services it agrees to perform, not for all technology issues that may exist or become apparent during an engagement.