Professional Services Agreement

Last updated July 15, 2025

This Professional Services Agreement (“PSA”) is entered into by and between Front and the Customer identified in an applicable Order Form or statement of work (“SOW”) that references this PSA and governs the provision of any professional services described in an Order Form or SOW (“Professional Services”). This PSA is incorporated by reference into the agreement between Customer and Front that governs Customer’s use of Front’s Services (“Agreement”).

2.1. General. Front will provide Customer with the Professional Services specified in an applicable Order Form or a mutually executed SOW, subject to payment of the applicable Fees set forth therein. Professional Services include, but are not limited to, onboarding and implementation assistance, custom software development, and hosting services.

2.2. Statements of Work. For more detailed engagements, the parties may execute a SOW that describes the specific services and any work products to be provided by Front (“Deliverables”), as well as the project scope, timeline, and fees. Each Statement of Work will be incorporated into this PSA and the Agreement.

3.1. Performance. Front will use personnel with the appropriate skills, qualifications, and experience to perform the Professional Services in accordance with this PSA. Front will retain control over the method and manner of performing the Professional Services, including through any subcontractors engaged by Front.

3.2. Acceptance. Unless otherwise specified in a SOW or Order Form, the Professional Services and any related Deliverables shall be deemed accepted by Customer upon the earlier of: (a) the date Customer first uses or otherwise derives benefit from the Deliverables, or (b) ten (10) business days following delivery, unless Customer provides written notice of material non-conformance within such period, identifying the specific deficiencies. For time-and-materials services, including onboarding and support hours, acceptance will occur as such services are performed and logged by Front.

3.3. Customer Responsibilities. Customer acknowledges that the successful and timely delivery of the Professional Services requires its active participation and cooperation. Accordingly, Customer shall:

1. Assign appropriate project management and administrative/technical personnel with sufficient knowledge, authority, and availability to facilitate and support the Professional Services;

2. Promptly acknowledge and respond to Front’s requests related to the Professional Services, including (but not limited to) requests for documents, information, access to Customer systems as needed to provide the Deliverables, and issue escalation, as necessary to enable delivery of the Professional Services;

3. Provide timely feedback and conduct testing as reasonably required to facilitate progress and completion of the applicable Deliverables;

4. Clearly and accurately specify its requirements to Front prior to commencement of the Professional Services;

5. Collaborate in good faith with Front, including by providing internal support, facilitating access to relevant stakeholders, and assisting in the removal of internal obstacles; and

6. Secure and provide necessary internal approvals and decisions in a timely manner to avoid delay in the performance of the Professional Services.

3.4. Effect of Customer Delays. Customer’s failure to fulfill its responsibilities stated herein may impact Front’s ability to perform its obligations. Front, including its subcontractors, will not be liable for any deficiency in the performance of Professional Services to the extent such deficiency results from any acts or omissions of Customer, including, but not limited to, Customer’s failure to perform its responsibilities as required hereunder.

4.1. Term. This PSA will commence on the first date Customer executes an Order Form for the Professional Services (“Effective Date”) and will remain in effect until all SOWs or Order Forms that reference this PSA have expired or been terminated, unless earlier terminated as set forth below (“Term”). Upon termination of the Agreement, this PSA and any active SOWs or Order Forms shall terminate automatically.

4.2. Termination for Cause. Either party may terminate this PSA if the other party fails to cure a material breach of this PSA or applicable SOW or Order Form within thirty (30) days after written notice to the other party.

4.3. Effect of Termination. Upon termination or expiration of this PSA, (a) all rights and licenses granted under this PSA shall immediately cease; and (b) Customer shall cease use of all Deliverables except as otherwise expressly permitted in an applicable SOW or Order Form.

5.1. Customer Property. Customer shall own all right, title and interest in and to any Customer Property. “Customer Property” means any technology, Customer-specific business processes, or service provided by Customer and expressly designated as Customer’s property in a SOW. Customer grants Front a non-exclusive license to use any Customer Property for the purpose of performing its obligations under this PSA and the Agreement

5.2. Front Property. As between the parties, Front owns all right, title, and interest in and to the Professional Services, Deliverables, and Front Property, including all modifications, derivatives, and intellectual property rights therein. “Front Property” means all software, tools, templates, documentation, methodologies, best practices, know-how, and other intellectual property used by or on behalf of Front in connection with the performance of the Professional Services, whether created before or during the performance of such Professional Services. Customer hereby makes all assignments necessary to accomplish the foregoing ownership. To the extent Customer provides any suggestions, enhancement requests, or other feedback to Front, Customer grants Front a royalty-free, worldwide, perpetual, and irrevocable license to use, modify, and incorporate such feedback into any Front products or services without attribution.

5.3. License to Customer. Upon Customer’s payment in full for the applicable Professional Services, and subject to Customer’s compliance with this PSA and the Agreement, Front grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Deliverables (including any Front Property incorporated therein) solely for Customer’s internal operations in connection with its authorized use of the Services under the Agreement. Nothing herein shall be deemed to provide Customer with any ownership rights related to the Deliverables, and Deliverables shall only be usable in connection with an active subscription to the Services. No rights are granted to the Deliverables or Front Property except as expressly set forth herein.

5.4. Residuals. Nothing in this PSA shall be construed to limit Front’s right to use the general knowledge, skills, experience, and know-how gained by its personnel in the course of providing the Professional Services, provided that in so doing, Front does not disclose any of Customer’s Confidential Information.

6.1. Service Warranty. Front warrants that the Professional Services will be performed in a timely and professional manner, consistent with generally-accepted industry standards. Customer must notify Front of any warranty deficiencies within ten (10) days from performance of the deficient Professional Services. Customer’s sole and exclusive remedy for any breach of this warranty will be, at Front’s option, (i) re-performance of the non-conforming Professional Services or (ii) a return of the portion of the Fees paid to Front by Customer for the nonconforming portion of the Professional Services.

6.2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 6.1, THE PROFESSIONAL SERVICES AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FRONT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OR ANY REPRESENTATIONS TO CUSTOMER OR ANY THIRD PARTY REGARDING THE USABILITY, CONDITION, OPERATION OR FITNESS THEREOF AND FRONT EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING PROFESSIONAL SERVICES AND DELIVERABLES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. FRONT SHALL NOT BE RESPONSIBLE FOR ANY ISSUES, INCLUDING PERFORMANCE, OPERATION, OR SECURITY, IN THE EVENT THAT CUSTOMER MODIFIES ANY DELIVERABLES IN A MANNER NOT INSTRUCTED BY FRONT, OR THAT ARISE FROM CUSTOMER DATA OR THIRD PARTY APPLICATIONS. FRONT DOES NOT WARRANT THAT CUSTOMER’S OR ANY THIRD PARTY’S ACCESS TO OR USE OF THE DELIVERABLES SHALL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY, OR THAT IT WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. THE PROFESSIONAL SERVICES DO NOT CONSTITUTE LEGAL OR COMPLIANCE ADVICE. FURTHER, FRONT EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO SUPPORT OR MAINTAIN ANY DELIVERABLE AND WILL NOT DO SO UNLESS OTHERWISE AGREED BY THE PARTIES. THIS DISCLAIMER OF WARRANTY AND LIABILITY IS EXPRESSLY MADE IN ADDITION TO ANY DISCLAIMERS MADE BY FRONT UNDER THE AGREEMENT WITH RESPECT TO THE SERVICES AS APPLICABLE TO CUSTOMER AND ANY THIRD PARTY’S USE OF THE SERVICES.

EACH PARTY’S CLAIMS ARISING UNDER THIS PSA SHALL BE LIMITED IN ACCORDANCE WITH THE LIMITATION OF LIABILITY PROVISIONS IN THE AGREEMENT.

Customer acknowledges and agrees that, in addition to the Subprocessors identified at front.com/legal/list-of-subprocessors, the following Subprocessor may be used in connection with Front’s provision of certain Professional Services as stated in a SOW:

9.1. Change Orders. Either party may propose changes to the Professional Services or Deliverables described in a SOW or Order Form. Any such changes must be documented in a written change order signed by both parties (“Change Order”). Change Orders will detail any adjustments to scope, timeline, or Fees, and will become part of the applicable SOW upon execution.

9.2. Definitions. Capitalized terms used and not defined herein have the meanings given to them in the Agreement.

9.3. Order of Precedence. In the event of a conflict between the terms of this PSA and a SOW, the terms of the SOW will prevail for that specific engagement only. To the extent of any conflict between this PSA and the terms of the Agreement, this PSA will govern.

9.4. Updates. Front reserves the right, at its sole discretion, to update this PSA from time to time.