Professional Services Schedule

Offering Schedule D
Professional Services

The terms and conditions of this Professional Services Offering Schedule (“Professional Services Schedule”) governs Yubico’s provision of Professional Services (“PS”) as described below and is also subject to the Master Agreement, Subscription Schedule (Subscription customers only), and/or an Order Form or Statement of Work (“SOW”) as applicable as agreed to between the parties. Unless otherwise defined in this Professional Services Schedule, all capitalized terms will have the meanings given to them in the Master Agreement.

1) SERVICES

A) Professional Services. “Professional Services” means consulting services to be provided by Yubico (i) subject to Customer’s payment of the applicable fees and as described in the applicable Order Form and/or SOW or (ii) as an entitlement as described in the Subscription Schedule. Professional Services offerings: (a) are delivered through remote consultation via phone, email, or video conferencing platforms, (b) do not include onsite work at Customer facilities, (c) do not require access of any kind to Customer’s networks, systems, or applications, and (d) are provided by Yubico for Customer’s internal use only and Customer remains solely responsible for implementing recommendations and performing any changes within Customer’s environments. Any exceptions to the foregoing must be agreed to in writing executed by both parties outlining any changes in scope, access and additional fees. The Professional Services offerings set forth in the table below are current as of the Effective Date of the Master Agreement and may be amended, modified, or discontinued by Yubico at its sole discretion, without prior notice.

Professional Services Offering*	Description	Customer Type
PS Hour Bundles	– Customers may purchase Professional Services consulting hour bundles via an Order Form, or SOW as applicable for Yubico’s Professional Services team to review, analyze and consult on Customer’s technical implementation/integration or operational deployment issues and related materials. – PS Entitlement Hours may not be used to purchase PS Hour Bundles. – Customer must schedule in advance with Yubico any remote live PS hours and such hours are subject to availability and resources.	Perpetual & Subscription
PS Engagements	– Customer purchase consulting services outside the scope of the PS Hour Bundles and PS Entitlement Hours, which includes but is not limited to the review of new material or documentation development or any other type of service we offer such as our workshops, projects and deployment advisors (both predefined SKUs and custom SOW work). PS Engagements are (i) subject to availability and resources. – PS Engagement(s) must be completed within 6 months from the PS Engagement start date as indicated on the Order Form or SOW as applicable. – PS Entitlement Hours may not be used to purchase PS Engagements.	Perpetual & Subscription
PS SubscriptionConsulting	– Subscription customers are allotted a certain number of PS Entitlement Hours to use for PS Consulting Services as outlined in the Subscription Schedule. – In the event a Subscription customer exceeds its allotted PS Entitlement Hours in a given Subscription Service year, a Subscription customer may purchase additional PS hour bundles or PS engagements via an Order Form and/or SOW as applicable. – Customer must schedule in advance with Yubico any remote live PS Entitlement Hours and such hours are subject to availability and resources.	Subscription Only

*All Professional Services hours, whether bundled or an entitlement, will be deducted in 15-minute increments.

a) Performance of Services. Subject to Customer’s payment of PS fees (as applicable), Yubico will perform the Professional Services specified in the Subscription Schedule. Order Form or as outlined in any Statement of Work (“SOW”) as agreed upon between the parties.

2) DESIGNATED CONTACTS. Each party will designate one or more individuals who will serve as the point(s) of contact between the parties for all matters relating to Professional Services to be performed thereunder. A party may designate new contacts by written notice to the other party.

3) FEES; EXPENSES.

a) Fees. Customer shall pay Yubico the fees specified in the applicable Order Form and/or Statement of Work, in accordance with the terms set forth therein. Unless stated otherwise in an Order Form or Statement of Work, fees for Professional Services will be paid upfront at the time of purchase and paid per the payment terms outlined in the Master Agreement. All amounts due will be paid in U.S. currency. All fees, expenses and other amounts payable to Yubico hereunder are net amounts and are payable in full, and do not include any sales, use, withholding, value added or other applicable taxes, tariffs, duties, or out-of-pocket expenses, payment of which will be the sole responsibility of Customer (excluding any taxes based on Yubico’s net income). Customer will promptly reimburse Yubico for any such amounts that Yubico pays on Customer’s behalf.

b) Expenses. Unless otherwise provided in a Statement of Work, Customer will also reimburse Yubico for all pre-approved reasonable and customary out-of-pocket travel, lodging and related expenses incurred by Yubico in connection with Yubico’s performance of Professional Services. At Customer’s request, Yubico will furnish Customer with copies of receipts and other customary documentation for any expenses for which Yubico requests reimbursement hereunder.

4) OWNERSHIP. With the exception of Customer’s underlying and pre-existing intellectual property used to create the Deliverables (as defined below), Yubico will own all right, title and interest in and to the Deliverables. The term “Deliverables” shall mean any deliverables created by Yubico during the performance of the Professional Services, whether published or unpublished. Yubico grants to Customer a limited non-exclusive, non-sublicensable, non-transferable license to use the Deliverables solely (i) for Customer’s internal business purposes, and (ii) in conjunction with Customer’s use Yubico Products or Subscription Services during the applicable license term.

5) PS TERMINATION OBLIGATIONS. Upon termination of the Master Agreement, Order Form(s) and/or Statement of Work(s), Customer will: (a) promptly (i) return to Yubico the applicable portions of the Professional Services not owned by Customer and all related copies and portions; (ii) return or destroy all Yubico Confidential Information to Yubico; and (iii) Customer will, within 30 days after receipt of Yubico’s invoice, pay all accrued and unpaid fees and expenses; and (b) Yubico will promptly (i) deliver to Customer all deliverables or other work products (and any unfinished portions thereof) pursuant to any active Statements of Work; (ii) return to Customer all Customer materials, and (iii) return or destroy all Customer Confidential Information to Customer. The rights and obligations of this Section 5 shall survive termination of the Master Agreement, Order Form and/or any Statement of Work.