Professional Services Terms

Last Modified: July 29, 2025

These Professional Services Terms (the “Professional Services Terms”) apply to all training and other professional services purchased as part of the Enterprise Services in an Authorization Form, including in any statement of work or other attachment to that Authorization Form (the “Professional Services”). These Professional Services Terms are incorporated into, and form part of, the terms applicable to your access to and use of the Enterprise Services (the “Terms”). The terms "you," "your," "Customer," "Company," and similar terms refer to the person or entity receiving the Professional Services and "we," "us," or "our" refers to Hootsuite or Talkwalker, as applicable. Capitalized terms not defined in these Professional Services Terms have the meanings given to them in the Terms.

1. Professional Services.

We will provide the Professional Services to you for the term set out in the applicable Authorization Form, and will perform the Professional Services in a professional manner in accordance with generally accepted industry standards.

2. Cooperation.

In order for us to perform the Professional Services, you will: make yourself reasonably available at such times as we may reasonably request; allocate sufficient resources, perform any tasks, and deliver any materials, including Customer Content (if applicable), reasonably necessary to enable us to perform the Professional Services; respond to our inquiries related to the Professional Services; and provide complete, accurate, and timely information, data, and feedback all as reasonably required by us. If you do not comply with your obligations in this Section 2 in a timely manner, delays may result and we may charge you additional fees.

3. Time of Performance.

We will use commercially reasonable efforts to provide the Professional Services according to the schedule set forth in the applicable Authorization Form or otherwise communicated to you in writing. Notwithstanding the foregoing, we may, in our sole reasonable discretion, alter the schedule for the Professional Services by giving reasonable notice to you, provided that we will use commercially reasonable efforts to minimize further delays.

4. Scope Changes.

You may, from time to time, request changes to the scope of the Professional Services (a “Change”). If we are able to accommodate your requested Change, we will provide an Authorization Form that includes, among other things, the additional Fees, if any, and other terms that will apply to the Change, and which will be deemed to amend and modify the original Authorization Form for the Professional Services subject to the Change. If you do not sign the Authorization Form for the Change, the original Authorization Form will continue in full force and effect, unamended.

5. Subcontractors.

We may, in our sole discretion, use one or more subcontractors to fulfill our responsibilities in delivering Professional Services, provided that we will be fully responsible to you for the Professional Services, whether performed by our own personnel or by a subcontractor.

6. Intellectual Property.

6.1 License for Materials. During the Term we grant you a limited, worldwide, non-exclusive, non-transferable license, without a right to sublicense, to use any training materials or other documentation provided to you by us in the course of the Professional Services as set out in the Authorization Form.

6.2 Professional Services and Background IP. As between you and us, we retain all right, title, and interest in and to the Professional Services, and the various content, information, data, tools, processes, methods, designs, and know-how, whether or not copyrightable or patentable, that we may use in connection with the Professional Services, whether pre-existing or created or invented during the performance of the Professional Services (“Background IP”). For greater clarity, Background IP excludes Customer Content.