This Master Services Agreement (this “Agreement”) is made by and between Company Name (“Customer”), and Greenprint Digital Solutions, LLC, a Virginia corporation (“Greenprint Digital”), located at in Virginia Beach, Virginia 23464. The Agreement will go into effect on the date of Customer acceptance and is the (“Effective Date”).
Greenprint Digital works with organizations to build intentional and compelling online communities of practice that provide educators with personalized learning experiences and that foster collaboration with others who share the same interests. Greenprint Digital offers programs and services including online services offered through our professional services platform, located on the web at www.greenprintdigitalsolutions.com (the “System”).
Customer wishes to subscribe to one or more Greenprint Digital programs or services subject to the terms of this Agreement.
The parties agree as follows:
The Services. Subject to the terms and conditions of this Agreement, Greenprint Digital shall provide to Customer access to certain Greenprint Digital programs or services and shall grant to Customer and its designated users the right to access and use the System (the “Services”) as described on one or more executed Greenprint Digital order forms (each, an “Order Form”).
Custom Services. From time to time, Customer may wish to engage Greenprint Digital to provide Customer with professional services and deliverables in addition to, or as a supplement to, the Services (“Custom Services”). All Custom Services engagements shall be subject to the parties entering into a separate written contract and Customer agrees to $800.00 per day fee (discounts are available for 5+ days of Custom Services).
Order Form. Each Order Form shall be signed by an authorized representative of each party and shall set forth a description and quantity of the programs or services to be provided in connection with the System, along with any fees associated therewith. Each Order Form providing access to the System will describe the System’s programs and services to be provided to Customer including the content, functions or features of the System to be made available, the designated users to be provided access and the time period of permitted access to the System. In the event of a conflict between the terms and conditions of an Order Form and this Agreement, this Agreement shall control.
Customer’s Permitted Use of the System. Access to the System is at all times subject to Greenprint Digital's Terms of Service (“Terms of Service”) and Privacy Policy (“Privacy Policy”) as posted on the System, as amended or updated by Greenprint Digital from time to time. The Terms of Service and Privacy Policy are incorporated herein by this reference. Customer (including its designated users) shall not itself or permit any other party to: (a) use or access the System in a manner that is contrary to applicable law or in violation of any third party rights to privacy, copyright, or other intellectual property right; (b) access the System for the purpose of developing, marketing, selling, or distributing any product or service that competes with or includes features substantially similar to the System; (c) sell, loan, rent or lease access to the System; (d) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the System; or (e) use the System in violation of any applicable local, state or federal laws, regulations or rules. Customer shall limit access to the System to its employees and/or affiliated members who are designated as users under an Order Form. Any System access that provides Customer administrative features such as reporting on the professional development activities of educators shall be limited to administrators of Customer. Customer shall not share passwords or otherwise share access with employees or any third party for whom access has not been purchased. Customer may contact Greenprint Digital from time to time to request updates to unique user identifications and passwords due to employee departures or similar circumstances for any persons for whom a subscription has not been purchased. Customer shall notify Greenprint Digital immediately in writing if Customer has reason to believe that any unauthorized persons have obtained access to the System.
The System’s Technical Requirements. The System is a web-based system that can be accessed via commonly available web browsers. Customer and its designated users shall be solely responsible for obtaining and maintaining internet access and an appropriate operating
environment with the necessary personal computers, hardware, operating system software, mobile devices and other items required to access the System. Greenprint Digital shall not be responsible for any incompatibility between its products and any versions of operating systems, hardware, browsers or other products not specifically approved by Greenprint Digital for Customer’s use with the System. Greenprint Digital shall make available information on compatible platforms and browsers upon reasonable request. Greenprint Digital shall provide Customer reasonable access to
online and telephone technical support for the System during Greenprint Digital's normal business hours (Monday-Friday 9 a.m. to 5 p.m., excluding holidays), as set forth in the applicable Order Form.
Additional Responsibilities of Customer. Customer shall, upon Greenprint Digital's reasonable request, designate a representative to respond to Greenprint Digital questions or requests and otherwise provide reasonable collaboration with Greenprint Digital to facilitate the successful and timely delivery of the Services.
Confidentiality. Each party shall use Confidential Information of the other party only for purposes of its obligations under this Agreement. Each party shall protect the Confidential Information of the disclosing party from further disclosure using at least the same practices and procedures as the receiving party uses to protect its own Confidential Information of a similar nature, but in any event not less than reasonable care. Except as permitted under this Agreement or upon prior written consent of the disclosing party, a receiving party shall not disclose the Confidential Information of a disclosing party to any third party. All right and interest in and to the Confidential Information shall remain property of the disclosing party. The obligations of non-disclosure and non-use shall be applicable throughout the Term and shall survive the expiration or termination of this Agreement for a period of three (3) years. The obligations of non-disclosure and non-use shall not apply to information which a receiving party can establish: (1) is or becomes generally available to the public from sources who have not obtained such information, directly or indirectly, from the receiving party; (2) was in receiving possession at the time of disclosure by the disclosing party and that was not acquired, directly or indirectly, from such disclosing party or from any other party under an obligation of confidentiality to the disclosing party; (3) is hereafter independently developed by the receiving party without reference to the Confidential Information of the disclosing party; or (4) is required by any applicable law, regulation, or judicial process to be disclosed by the receiving party; provided that the receiving party shall notify the disclosing party immediately of any request or demand by any court, governmental agency or other person.
Intellectual Property.
Ownership. Greenprint Digital owns and retains all right, title and interest in and to the System and the Services and all intellectual property rights therein. Without limiting the generality of the foregoing, Greenprint Digital retains ownership of all of right, title, and interest in and to the System, including, without limitation, its content, designs, copyrights; trademarks, service marks or logos (including but not limited to the Greenprint Digital name and logo); software, APIs, patents, trade secrets, databases, websites and mobile applications. To the extent that Customer provides any input to Greenprint Digital related to the System or the Services (“Feedback”), Customer hereby conveys, assigns and transfers to Greenprint Digital all of Customer’s right, title, and interest in and to such Feedback.
License Grant. Subject to the terms and conditions of this Agreement, Greenprint Digital grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable, revocable right and license to use the Services and the System solely in accordance with this Agreement.
Reservation of Rights. Except as set forth in this Agreement, Customer has no right, title or interest in or to any intellectual property rights owned or licensed by Greenprint Digital (including in the System or any of its components). All rights not expressly granted to Customer herein are reserved to Greenprint Digital.
Customer Content. If permitted pursuant to an Order Form, Customer may submit content to the System, including, without limitation, classes, courses, professional development materials, conference materials or similar content, including, by way of example, text, photographs, videos or graphics (collectively, “Customer Content”). All Customer Content must comply with the terms and conditions of this Agreement. As between the parties, Customer shall retain all of its ownership rights in any Customer Content. Customer grants to Greenprint Digital and its licensees, successors and assigns a non-exclusive, worldwide, irrevocable, royalty-free, fully paid-up, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform, enhance, modify, adapt and translate the Customer Content in connection with the System and Greenprint Digital's business, including, without limitation, for promoting Greenprint Digital and the System. By submitting Customer Content, Customer represents and warrants that Customer own or control all rights in and to the Customer Content and has the right to grant the license granted above to Greenprint Digital, its licensees, successors and assigns. Customer understands and acknowledges that Customer shall be solely responsible for any Customer Content that Customer submits or contributes to the System and Greenprint Digital shall not be liable to any third party for the Customer Content.
Use of Name. Each party acknowledges that the other party may use the name or trademarks to identify the party’s service or content or the relationship between the parties set forth in this Agreement.
Use by one party of the other party’s name or marks shall not create any right, interest or claim in the other party’s name or mark other than a nonexclusive, non-transferrable, royalty-free right to display such party’s trademark for the solely for the purpose of this Agreement. Any such use may be subject to the approving party’s standard guidelines.
Fees. In consideration of the provision of the Services and the System by Greenprint Digital and the rights granted to Customer under this Agreement, Customer shall pay the fees set out in the applicable Order Form. Payments for the Services and the System shall be due within thirty (30) days of invoice and are nonrefundable unless otherwise agreed in writing. Customer shall be responsible for all applicable sales, use or other taxes or duties, however designated, which are imposed on any Services provided pursuant to the Agreement. If Customer claims tax-exempt status, Customer shall provide Greenprint Digital with evidence of such tax exemption upon request of Greenprint Digital. Greenprint Digital reserves the right to increase the fees on a go-forward basis upon renewal of an Order Form, subject to sixty (60) days advance written notice to Customer prior to the expiration of the then-current term of such Order Form. Any such fee increase shall not exceed five percent (5%) over the prior term’s fees.
Term and Termination.
Term. This Agreement shall commence on the Effective Date and, unless earlier terminated as set forth herein, shall continue indefinitely. Unless otherwise stated in the applicable Order Form, Customer’s access to the Services and the System shall be provided by Greenprint Digital on an annual subscription basis, beginning on the effective date provided in such applicable Order Form and ending on the first anniversary of such effective date, and shall thereafter renew automatically for a series of consecutive annual terms unless Customer or Greenprint Digital gives written notice of cancellation to the other party no later than sixty (60) days prior to the expiration date.
Termination. This Agreement may be terminated at any time by mutual written agreement of the parties. Either party may terminate the Agreement in the event that the other party has materially breached its obligations and such breach is not cured within thirty (30) days of the breaching party’s receipt of written notice of such breach from the non-breaching party. Any such notice must expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure the claimed breach.
Effects of Termination. In the event of any termination of this Agreement, Customer shall not be entitled to a refund of any amounts paid or due to Greenprint Digital for programs or services or subscriptions. The expiration or termination of this Agreement shall not affect any obligation accruing or arising prior to the effective date of such expiration or termination. Sections 7, 8 and 10-15 shall survive the termination or expiration of this Agreement.
Release. Customer hereby releases and waives all claims against Greenprint Digital, its officers, directors, shareholders, agents, partners, employees, and successors and assigns for injury or damage to person, property or business except to the extent caused by the gross negligence or willful misconduct of Greenprint Digital.
Warranty Disclaimer. THE SERVICES AND THE SYSTEM ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Greenprint Digital does not make, and expressly disclaims, any warranties of any kind whatsoever, Express or Implied, including, without limitation, Any implied warranties of merchantability or fitness for a particular purpose, title, Non-infringement, NON-INTERFERENCE, DATA ACCURACY, SYSTEM INTEGRATION and any warranties arising by use of trade, course of dealing or performance.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW In no event shall either party (A) be liable for any special, exemplary, punitive, incidental, consequential or indirect damages (including, without limitation, damages for loss of profits, business interruption, loss of programs or information), OR (B) BE LIABLE TO THE OTHER PARTY FOR any claim by any third party, whether arising out of breach of contract, tort (including negligence), strict liability or otherwise, regardless of whether such damage was foreseeable or whether such party has been advised of the possibility of such damages. Greenprint Digital's aggregate liability arising out of or relating to this Agreement is limited to the total amount paid or payable to Greenprint Digital pursuant to the applicable Order Form giving rise to the liability.
General Terms.
Entire Agreement. This Agreement, together with any and all Order Forms, the Privacy Policy and the Terms of Service, constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, communications or agreements, whether oral or written, regarding such subject matter. This Agreement may only be amended by a writing executed by authorized representatives of both parties.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to its, or any other jurisdictions’, conflict-of-laws principles.
Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other party at its address set forth in the preamble (or such other address as mutually agreed to by the parties in writing).
Force Majeure. Greenprint Digital's performance under this Agreement, in whole or in part shall be excused if prevented by natural disaster, war, labor strike, act of god, terrorism, political instability, unsafe travel conditions, unavailability of qualified international educators, change in applicable law, regulation or governmental policy, or any other cause beyond its reasonable control.
Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party waiving compliance. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Independent Contractor. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Assignment. Customer shall not assign this Agreement or any of its rights or obligations hereunder without Greenprint Digital's prior written consent. Greenprint Digital may freely assign this Agreement or any of its rights or obligations hereunder without Customer’s prior written consent. Any purported assignment in violation of this section shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties’ respective successors and permitted assigns.
Counterparts. This Agreement may be executed in counterparts, including by facsimile, email or other electronic means of transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart.
CONTACTING US
If you have questions or concerns about this Master Services Agreement, please contact us at info@greenprintdigitalsolutions.com.