Professional Services Agreement

Last updated: October 14, 2026

This Professional Services Agreement (this "Agreement") governs consulting, implementation, and custom software development services that Quotivity, Inc., a Delaware corporation ("Quotivity"), provides to the customer identified in an Order ("Client"). This Agreement is incorporated into each Order that references it and binds Client when Client accepts that Order. The version of this Agreement posted at quotivity.com/psa on the date Client accepts an Order governs that Order.

TABLE OF CONTENTS

1. DEFINITIONS

1.1 "Services" means the consulting, configuration, integration, and custom software development services described in a Statement of Work.

1.2 "Order" means a Quotivity quote, order form, or statement of work that references this Agreement and that Client accepts by signature or electronic signature. Each Order describes specific Services, Deliverables, fees, and timelines. In this Agreement, "Statement of Work" and "SOW" mean an Order.

1.3 "Deliverables" means all software, source and object code, configurations, scripts, integrations, workflows, templates, designs, documentation, and other materials that Quotivity creates, alone or jointly with Client, in performing the Services, excluding Client Materials.

1.4 "Client Materials" means data, content, trademarks, specifications, and other materials that Client provides to Quotivity, including Client's customer data, price lists, product catalogs, and Client Confidential Information.

1.5 "Quotivity Pre-Existing IP" means the Quotivity platform, software, tools, libraries, frameworks, templates, methodologies, and know-how owned or licensed by Quotivity before the Effective Date or developed independently of this Agreement, and all improvements to them.

1.6 "Quotivity Products" means Quotivity's commercially available software and services, including the Quotivity CPQ platform, as they exist now or in the future.

1.7 "Subscription Terms" means the Quotivity Terms of Service at quotivity.com/terms, or any signed subscription agreement, governing Client's use of Quotivity Products.

2. SERVICES

2.1 Statements of Work. Quotivity will perform the Services described in each SOW. Each SOW is governed by this Agreement and is binding when accepted by Client.

2.2 Change Orders. Either party may request changes to an SOW. Changes to scope, fees, or schedule take effect only through a written change order or revised Order accepted by both parties.

2.3 Client Responsibilities. Client will provide timely access to personnel, systems (including its HubSpot portal), information, and Client Materials reasonably required for the Services. Quotivity is not responsible for delays or defects caused by Client's failure to meet these responsibilities.

2.4 Personnel and Subcontractors. Quotivity determines the method and personnel used to perform the Services and may use subcontractors. Quotivity remains responsible for its subcontractors' performance and will obtain written assignment to Quotivity of all intellectual property they create in the Services.

2.5 Acceptance. Client will have ten (10) business days after delivery of a Deliverable to test it against the acceptance criteria in the SOW and give written notice of any material nonconformity. Quotivity will correct reported nonconformities and redeliver. A Deliverable is accepted on the earlier of (a) Client's written acceptance, (b) expiry of the review period without a notice of nonconformity, or (c) Client's use of the Deliverable in production.

2.6 Independent Contractor. Quotivity is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

3. FEES AND PAYMENT

3.1 Fees. Client will pay the fees in each SOW, on a fixed-fee, milestone, or time-and-materials basis as stated there.

3.2 Expenses. Client will reimburse reasonable, pre-approved out-of-pocket expenses.

3.3 Invoicing. Unless an SOW states otherwise, Quotivity invoices fixed fees per the SOW's milestone schedule and time-and-materials fees monthly in arrears. Invoices are due within thirty (30) days of the invoice date, in US dollars.

3.4 Late Payment. Overdue amounts accrue a late charge of 1.5% per month, or the maximum lawful rate if lower. Quotivity may suspend Services on any amount more than thirty (30) days overdue after written notice.

3.5 Taxes. Fees exclude taxes. Client is responsible for all sales, use, and similar taxes, other than taxes on Quotivity's net income.

4. RELATIONSHIP TO SUBSCRIPTION TERMS

Services are separate from any subscription to Quotivity Products. Client's use of Quotivity Products remains governed by the Subscription Terms. Fees for Services are not subscription fees, and a subscription is not required to receive Services unless an SOW states otherwise.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Deliverables. Except for Client Materials, Quotivity owns all right, title, and interest, including all intellectual property rights, in and to the Deliverables, Quotivity Pre-Existing IP, and all modifications, enhancements, and derivative works of any of them, whether created by Quotivity alone or jointly with Client. The parties agree the Deliverables are not "works made for hire" for Client.

5.2 Assignment to Quotivity. To the extent Client or its personnel acquire any right in the Deliverables, including through suggestions, feedback, specifications, or joint development, Client hereby irrevocably assigns that right to Quotivity, and will sign documents reasonably requested to perfect Quotivity's ownership. Client waives, and will cause its personnel to waive, any moral rights in the Deliverables to the extent permitted by law.

5.3 Quotivity's Freedom to Use. Quotivity may use, copy, modify, incorporate into Quotivity Products and into software, configurations, and other deliverables Quotivity creates for other clients, distribute, license, and otherwise exploit the Deliverables for any purpose, without restriction, attribution, accounting, or compensation to Client.

5.4 Client Materials. Client retains all right, title, and interest in Client Materials. Client grants Quotivity a non-exclusive, royalty-free license to use Client Materials solely to perform the Services. Quotivity will not incorporate Client Materials or Client Confidential Information into Quotivity Products or deliverables for other clients in a form that identifies Client or discloses Client's data, pricing, or proprietary business rules. Generalized functionality, features, logic patterns, and techniques embodied in the Deliverables are not Client Materials or Client Confidential Information, even if developed in response to Client's requirements.

5.5 License to Client. Subject to Client's payment of all fees due under the applicable SOW, Quotivity grants Client a perpetual, irrevocable (except for non-payment), worldwide, royalty-free, non-exclusive, non-transferable (except with a permitted assignment of this Agreement) license to use, copy, and modify the Deliverables for Client's and its affiliates' internal business purposes, including through contractors acting on Client's behalf. Client may not sell, sublicense, or commercially distribute the Deliverables as a standalone product. Deliverables that operate within Quotivity Products are also subject to the Subscription Terms.

5.6 No Exclusivity; Residuals. Client acknowledges that Quotivity may develop, offer, and license functionality similar or identical to the Deliverables to other customers, including Client's competitors. Nothing in this Agreement restricts Quotivity's use of general skills, knowledge, experience, ideas, concepts, and techniques retained in the unaided memory of its personnel.

5.7 Optional Client Ownership. If an SOW expressly states that specified Deliverables are "Client-Owned Deliverables" and Client pays the associated fee, Quotivity assigns ownership of those Client-Owned Deliverables to Client upon full payment, excluding Quotivity Pre-Existing IP and any generalized components identified in the SOW. Client grants Quotivity a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, modify, and incorporate Client-Owned Deliverables into Quotivity Products and into deliverables for other clients, unless the SOW expressly states the assignment is exclusive. Absent such an express statement, Sections 5.1 to 5.3 apply.

5.8 Third-Party and Open-Source Components. Deliverables may include third-party or open-source components, which are licensed under their own terms. Quotivity will identify any such components on request.

6. CONFIDENTIALITY

6.1 Each party will protect the other's Confidential Information as set out in the Confidentiality section of the Subscription Terms, which applies to this Agreement as if both parties were the "Recipient" and "disclosing party" described there.

6.2 Notwithstanding the Subscription Terms, (a) the Deliverables, and generalized functionality, logic, and techniques embodied in them, are Quotivity's Confidential Information and not Client's; and (b) nothing in the Subscription Terms limits Quotivity's rights under Section 5.

7. WARRANTIES

7.1 Services Warranty. Quotivity warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy, and Quotivity's sole obligation, for breach of this warranty is re-performance of the nonconforming Services or, if Quotivity cannot re-perform, a refund of fees paid for them. Client must report a breach within thirty (30) days after the Services are performed.

7.2 Mutual. Each party warrants that it has authority to enter into this Agreement, and Client warrants that it has the rights needed to provide Client Materials to Quotivity.

7.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 7, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS," AND QUOTIVITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Quotivity does not warrant that Deliverables will be error-free or remain compatible with future changes to HubSpot or other third-party platforms.

7.4 Client Systems and Data. Client is responsible for maintaining current backups of its data and systems, including its HubSpot portal, before and during the Services, and will provide a sandbox environment where reasonably available. Quotivity is not liable for loss, corruption, or alteration of data in Client's systems, except to the extent caused by Quotivity's gross negligence or willful misconduct.

7.5 Third-Party Systems and Data Accuracy. Deliverables may connect to, exchange data with, or rely on calculations, rates, validations, or other data from systems and services that Quotivity does not own or control, including those Client selects or licenses ("Third-Party Systems"). Quotivity does not warrant, and is not responsible for, the accuracy, completeness, timeliness, availability, or reliability of Third-Party Systems or the data and results they provide, including errors, outages, delays, changes to rates, rules, or interfaces, and deprecations. Quotivity is also not responsible for inaccurate results caused by Client Materials, Client's configuration, master data (such as product, customer, or address data), or business rules that Client provides or approves. Client is solely responsible for (a) its accounts and agreements with Third-Party Systems; (b) validating integrated data and results before relying on them or sending them to its customers; and (c) its legal, regulatory, and contractual obligations that depend on such data. Maintaining a Deliverable after a Third-Party System changes is not included unless an SOW provides for it. Client's sole and exclusive remedy for any defect affecting the accuracy or reliability of data is re-performance or refund under Section 7.1, and only where the defect results from Quotivity's failure to perform the Services as warranted.

8. LIMITATION OF LIABILITY

8.1 NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

8.2 EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE SOW GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

8.3 Sections 8.1 and 8.2 do not apply to a party's gross negligence or willful misconduct, Client's payment obligations, Client's breach of Section 5, or Client's obligations under Sections 9.2 and 9.4. Quotivity's total liability under Section 9.1 will not exceed two (2) times the fees paid or payable under the SOW for the Deliverable giving rise to the claim.

9. INDEMNIFICATION

9.1 By Quotivity. Quotivity will defend Client against third-party claims alleging that a Deliverable, as delivered by Quotivity, infringes a valid US patent, copyright, or trademark, and pay damages finally awarded or agreed in settlement, subject to Section 8.3. Quotivity has no obligation for claims arising from: (a) Client Materials or Client's specifications, designs, or instructions; (b) modifications not made by Quotivity; (c) combination with products, data, or processes not provided by Quotivity; (d) open-source or third-party components; (e) use after Quotivity provides a non-infringing update or replacement; or (f) use in breach of this Agreement. If a Deliverable is or may become subject to such a claim, Quotivity may, at its option, modify or replace it, obtain a license for Client, or terminate the license to it and refund the fees paid for it. This Section 9.1 states Quotivity's entire liability, and Client's sole and exclusive remedy, for infringement claims.

9.2 By Client. Client will defend Quotivity and its affiliates, officers, directors, employees, contractors, and subcontractors (the "Quotivity Indemnitees") against third-party claims, and pay all resulting damages, settlements, fines, penalties, and reasonable attorneys' fees, arising from or relating to: (a) Client Materials, including claims that they infringe or misappropriate third-party rights; (b) specifications, designs, or instructions Client provides; (c) quotes, prices, discounts, taxes, contracts, or other documents or communications that Client or its users generate or send using the Deliverables or Quotivity Products; (d) Client's products and services, including product liability, warranty, and consumer claims; (e) Client's collection, use, or disclosure of personal data, including failure to provide required notices or obtain required consents; (f) Client's modification of the Deliverables, combination of them with items not provided by Quotivity, or continued use after Quotivity provides a fix; (g) Client's violation of third-party platform terms, including HubSpot's; (h) Client's use of or reliance on data or results from Third-Party Systems; or (i) Client's violation of applicable law.

9.3 Procedure. The indemnified party will give prompt written notice, give the indemnifying party sole control of the defense and settlement (no settlement imposing obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

9.4 Enforcement Costs. Client will reimburse the Quotivity Indemnitees' reasonable attorneys' fees and costs incurred to enforce Section 9.2.

10. TERM AND TERMINATION

10.1 Term. This Agreement applies to each SOW until that SOW's Services are complete or the SOW is terminated.

10.2 Termination for Convenience. Client may terminate an SOW for convenience on thirty (30) days' written notice and will pay for Services performed and non-cancellable expenses incurred through the termination date.

10.3 Termination for Breach. Either party may terminate an SOW if the other party materially breaches it and fails to cure within thirty (30) days after written notice.

10.4 Effect. On termination, Client will pay all fees for Services performed through the termination date. The license in Section 5.5 applies only to Deliverables for which Client has paid in full. Sections 3, 5 (other than 5.5 for unpaid Deliverables), 6, 7.3, 8, 9, 10.4, and 11 survive.

11. GENERAL

11.1 Order of Precedence. If documents conflict, the following order applies: (a) the SOW, solely for the Services and Deliverables it covers and only if it expressly identifies the provision of this Agreement it overrides; (b) this Agreement; and (c) the Subscription Terms. For Services and Deliverables, this Agreement controls over any conflicting provision of the Subscription Terms, including its intellectual property and confidentiality provisions.

11.2 Governing Law and Venue. This Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. The state and federal courts in Orange County, California have exclusive jurisdiction, and each party consents to personal jurisdiction there. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

11.3 Non-Solicitation. During each SOW and for twelve (12) months after, Client will not solicit for employment or engagement any Quotivity personnel who performed the Services, except through general advertisements.

11.4 Publicity. Quotivity may identify Client as a customer by name and logo, unless Client objects in writing.

11.5 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition, or sale of all or substantially all of its assets or the business to which this Agreement relates.

11.6 Entire Agreement; Amendment. This Agreement, the SOWs, and (to the extent applicable) the Subscription Terms are the entire agreement on their subject matter. Quotivity may update this Agreement by posting a new version with a new "Last updated" date. An update applies only to Orders accepted after it is posted and never changes the terms of an accepted Order. An accepted Order may be modified only in a writing accepted by both parties. Quotivity's right to update the Subscription Terms does not modify this Agreement.

11.7 Miscellaneous. Notices must be in writing to the contacts named in the applicable SOW, or for Quotivity, to the address in the Subscription Terms. Neither party is liable for delays caused by events beyond its reasonable control (other than payment obligations). If any provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver. Client's acceptance of an Order, including by electronic signature, is acceptance of this Agreement for that Order.