Effective Date: February 18, 2026
This Professional Services Agreement ("PSA") is entered into between Social4Commerce Inc., doing business as Sell & Tell ("Company," "we," "us," or "our") and the entity identified as the subscriber or purchaser of professional services from the Company ("Customer"). This PSA supplements and is subject to the Master Subscription Agreement (the "Agreement") between the Company and Customer. In the event of a conflict between this PSA and the Agreement, this PSA will control with respect to the subject matter of the professional services described herein.
"Deliverables" means any tangible or intangible work product, reports, configurations, customizations, documentation, or other materials delivered by the Company to Customer in the course of performing Professional Services.
"Professional Services" means the consulting, implementation, onboarding, configuration, training, strategic advisory, custom analytics setup, Widget customization, and other non-subscription services described in an applicable Statement of Work.
"Statement of Work" or "SOW" means a written document executed by both parties that describes the scope, timeline, fees, milestones, and other terms applicable to specific Professional Services to be performed by the Company.
The Company may offer the following categories of Professional Services, as further described in an applicable SOW:
Each engagement for Professional Services will be governed by a Statement of Work executed by both parties. Each SOW will specify: (a) a description of the Professional Services to be performed; (b) the scope, milestones, and timeline; (c) the fees and payment schedule; (d) the responsibilities of each party; (e) any acceptance criteria for Deliverables; and (f) any additional terms specific to the engagement. No Professional Services will commence until a SOW has been executed by both parties.
Any changes to the scope, timeline, or fees described in a SOW must be documented in a written change order signed by both parties (a "Change Order"). The Company is not obligated to perform any work outside the scope of an executed SOW unless agreed to in a Change Order. If a Change Order results in additional fees, the Company will provide Customer with an estimate of such additional fees prior to commencing the additional work.
Customer will pay the Company the fees specified in the applicable SOW ("Professional Services Fees"). Unless otherwise stated in the SOW, Professional Services Fees will be invoiced as follows: (a) for fixed-fee engagements, in accordance with the milestone-based payment schedule set forth in the SOW; and (b) for time-and-materials engagements, monthly in arrears based on actual hours worked at the rates specified in the SOW.
Unless otherwise agreed in the SOW, reasonable out-of-pocket expenses incurred by the Company in performing Professional Services (such as travel, lodging, and third-party software licenses procured at Customer's request) will be reimbursed by Customer upon submission of receipts and reasonable documentation. The Company will obtain Customer's prior written approval for any individual expense exceeding five hundred dollars ($500.00).
All invoices are due and payable within thirty (30) days of the invoice date, unless otherwise specified in the SOW. Late payments will accrue interest at the lesser of: (a) 1.5% per month; or (b) the maximum rate permitted by applicable law.
The Company will perform the Professional Services in a professional and workmanlike manner, consistent with generally accepted industry standards. The Company will assign qualified personnel with the skills and experience necessary to perform the Professional Services described in the applicable SOW.
Customer acknowledges that the Company's ability to perform the Professional Services depends on Customer's timely cooperation and assistance. Customer will: (a) designate a primary point of contact who has authority to make decisions on Customer's behalf regarding the Professional Services; (b) provide the Company with timely access to Customer's personnel, systems, ecommerce store, and information as reasonably required; (c) review and provide feedback on Deliverables within the timeframes specified in the SOW; and (d) perform the responsibilities assigned to Customer in the SOW. Delays caused by Customer's failure to cooperate may result in schedule adjustments and additional fees, as documented in a Change Order.
Unless otherwise specified in the SOW, all Professional Services will be performed remotely. If on-site services are requested by Customer and agreed to in a SOW, Customer will provide the Company's personnel with a safe working environment and reasonable workspace, equipment, and access to facilities.
The Company will deliver all Deliverables in accordance with the schedule and specifications set forth in the applicable SOW. If a SOW does not specify a delivery format, Deliverables will be provided in electronic format.
If the SOW includes acceptance criteria, Customer will have fifteen (15) business days from receipt of a Deliverable to review it and provide written notice of acceptance or rejection (the "Acceptance Period"). If Customer rejects a Deliverable, Customer must provide a detailed written description of the deficiencies. The Company will use commercially reasonable efforts to correct the identified deficiencies and resubmit the Deliverable within a reasonable timeframe. If Customer does not provide written notice of rejection within the Acceptance Period, the Deliverable will be deemed accepted.
All intellectual property rights in the Company's pre-existing technology, tools, methodologies, frameworks, libraries, and know-how (including the SELL and TELL AI agents, the Platform, and the Widget) remain the exclusive property of the Company. Nothing in this PSA transfers ownership of any Company intellectual property to Customer.
Subject to Section 6.1 and Customer's payment of all applicable Professional Services Fees, the Company assigns to Customer all right, title, and interest in and to any custom Deliverables that are specifically created for Customer as part of the Professional Services and identified as such in the SOW, excluding any Company pre-existing technology, third-party materials, and any modifications or improvements to the Company's products or services. To the extent any Deliverable incorporates Company pre-existing technology, the Company grants Customer a non-exclusive, non-transferable, royalty-free license to use such incorporated technology solely as part of the Deliverable and solely for Customer's internal business purposes.
All intellectual property rights in materials provided by Customer to the Company for use in performing the Professional Services ("Customer Materials") remain the exclusive property of Customer. Customer grants the Company a limited, non-exclusive license to use Customer Materials solely for the purpose of performing the Professional Services.
The confidentiality obligations set forth in the Agreement apply to all Confidential Information exchanged in connection with the Professional Services. In addition, any SOW, Change Order, and the terms and pricing of the Professional Services will be treated as Confidential Information of both parties.
The Company represents and warrants that: (a) the Professional Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards; (b) the Company has the right and authority to perform the Professional Services and to grant any rights granted herein; and (c) the Deliverables, as delivered, will not, to the Company's knowledge, infringe any third party's intellectual property rights.
If Customer notifies the Company of a breach of the warranty in Section 8.1 within thirty (30) days of the applicable Deliverable's acceptance (or deemed acceptance), the Company will, at its option and expense, either: (a) re-perform the non-conforming Professional Services; or (b) refund the Professional Services Fees paid for the non-conforming Professional Services. This is Customer's sole and exclusive remedy for breach of this warranty.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS PSA, THE PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. THE COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT ANY PROFESSIONAL SERVICES WILL ACHIEVE SPECIFIC BUSINESS OUTCOMES, REVENUE INCREASES, CONVERSION IMPROVEMENTS, OR OTHER PERFORMANCE METRICS.
THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS PSA AND ANY SOW WILL NOT EXCEED THE TOTAL PROFESSIONAL SERVICES FEES PAID BY CUSTOMER TO THE COMPANY UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY.
The indemnification obligations set forth in the Agreement will apply to claims arising out of or related to the Professional Services, subject to the limitations of liability set forth in this PSA.
This PSA will remain in effect for as long as there is an active SOW between the parties, or for the duration of the Agreement, whichever is longer.
Either party may terminate a SOW: (a) for convenience, upon thirty (30) days' prior written notice to the other party; or (b) for cause, if the other party materially breaches the SOW and fails to cure such breach within fifteen (15) days of receiving written notice. Upon termination of a SOW: (i) Customer will pay the Company for all Professional Services performed and expenses incurred through the effective date of termination; (ii) for fixed-fee engagements, Customer will pay a pro-rata portion of the fees based on the work completed; and (iii) the Company will deliver all completed and in-progress Deliverables to Customer.
If the Agreement is terminated, all active SOWs will automatically terminate unless the parties agree otherwise in writing. The survival provisions of the Agreement will apply to this PSA.
The Company's personnel performing Professional Services are independent contractors of the Company and are not employees, agents, or representatives of Customer. The Company is solely responsible for the compensation, benefits, and tax obligations of its personnel.
During the term of any SOW and for twelve (12) months thereafter, neither party will directly solicit for employment any employee or contractor of the other party who was involved in the performance of Professional Services under such SOW, without the prior written consent of the other party. This restriction does not apply to general solicitations not specifically directed at such individuals.
This PSA is governed by the laws of the State of Delaware, consistent with the governing law provisions of the Agreement.
This PSA, together with the Agreement and any executed SOWs and Change Orders, constitutes the entire agreement between the parties with respect to the Professional Services and supersedes all prior or contemporaneous agreements or understandings.
This PSA may only be amended by a written instrument signed by both parties or, in the case of non-material changes, by the Company with at least thirty (30) days' prior written notice to Customer.
© 2026 Social4Commerce Inc. All rights reserved. Sell & Tell is a trademark of Social4Commerce Inc.
If you have any questions about this document, please contact us at team@sellandtell.ai