Terms and conditions
This Master Services Agreement (“Agreement”) is made and entered into on the date first signed below by and between PeopleAdmin, Inc. (“Company”) a Delaware corporation, and Customer (as identified above) (“Customer”). Company offers access to its system which assists Customer in automating certain human resources administrative tasks (the “System”). The PeopleAdmin Systems is offered as a software as a service (SaaS) which is centrally hosted by Company and accessed by the Customer remotely via the web.
Capitalized terms not otherwise defined herein shall have the following meanings:
- (i) Affiliate: With respect to any particular Person, any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through ownership of voting securities, by contract or otherwise.
- (ii) Agreement: The MSA, together with any Order Form and/or Statement of Work.
- (iii) Company: Company as used herein means PeopleAdmin, Inc., a Delaware corporation or its Affiliate to the extent such Affiliate executes an Order Form and/or SOW as further described below in the Section entitled “Affiliates”.
- (iv) Company Intellectual Property: All rights in, or a license to any intellectual property owned by the Company or its licensors, including but not limited to, new forms and form modifications, software, trademarks, and other inventions or technical know-how protectable under patent, copyright, and trade secret law provided, conceived, discovered, or developed, in whole or in part, by Company in the performance of the Services or embodied in the System.
- (v) Confidential Information: means any proprietary or confidential information that at the time of disclosure is marked as “proprietary” or “confidential,” is reasonably identifiable as the disclosing party’s proprietary or confidential information, or should reasonably be considered as proprietary or confidential under the circumstances of disclosure. Confidential Information includes Customer’s job applicant information, personnel data, and hiring criteria, Customer’s and Company’s forms, Company’s software used to provide the System, and the terms of the Agreement. Information is not Confidential Information if a party can clearly show that it (i) became known to the receiving party prior to receipt from the disclosing party, (ii) has become publicly known, except through breach of this Agreement, or (iii) is independently developed without reference to Confidential Information.
- (vi) Customer: The Person identified above or its Affiliate to the extent such Affiliate executes an Order Form and/or SOW as further described below in the Section entitled “Affiliates”.
- (vii) EPI: Educators Professional Inventory which consists of a pair of a set of screening and hiring instruments that use thousands of data points, collected over time, to help school, district, and institution leaders identify teacher educators, administrators and support staff candidates.
- (viii) Person: Any natural person, limited liability company, general partnership, limited partnership, corporation, joint venture, trust, business trust, cooperative, association or governmental entity.
This Agreement shall be effective for the period of time indicated on the applicable Order Form (“Initial Term”) and shall automatically renew for successive twelve (12) month terms (“Renewal Terms”) at the fee then in effect for the option selected by the Customer plus the associated standard uplift percentage(%), unless terminated as set forth herein. The Effective Date for the Initial Term is upon Company’s notification to Customer of software delivery for the SaaS Subscription set forth on the Order Form. Either party may terminate this Agreement, for any reason, with at least forty five (45) days’ prior written notice to the other party, with such termination to be effective at the end of the then-current term. We may suspend or terminate your accounts or cease providing you with all or part of the Software at any time for any reason, including, but not limited to, if we reasonably believe:(i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Software is no longer commercially viable. In such a termination event, the license granted hereunder shall automatically terminate. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Software, except that the following Sections shall continue to apply: Billing & Payment, Taxes, No Liability for Customer Procedures, Warranty & Disclaimer, Confidential Information, Company Intellectual Property, Rights Granted, General Provisions. Nothing in this Section shall affect Company’s rights to change, limit, or stop the provision of the Software without prior notice, as provided above. In the event your account is suspended or terminated, Customer will still be responsible for any outstanding payment.
- Termination for Cause. Except as otherwise provided herein, either party may terminate this Agreement immediately for any breach that has not been cured within thirty (30) days following receipt of notice from the non-breaching party.
- Termination for Funding. Customer may terminate this Agreement, without penalty, in the event that previously allocated funds for the Services or similar products become unavailable, provided, however, that Customer provides thirty (30) days’ prior written notice.
Customer is solely responsible for the content of any postings, data, or transmissions using the Services, or any other use of the Services by Customer or by any person or entity Customer permits to access the Services. Customer represents and warrants that it will: (a) not use the Services in a manner that: (i) is prohibited by any law or regulation, or to facilitate the violation of any law or regulation; or (ii) will disrupt a third parties’ similar use; (b) not violate or tamper with the security of any Company computer equipment or program. If Company has reasonable grounds to believe that Customer is utilizing the Services for any such illegal or disruptive purpose Company may suspend the Services immediately with or without notice to Customer. Company may terminate the Agreement immediately following written notice to the Customer if Customer fails to adhere to the foregoing acceptable use standards. You are responsible for Content that you post to the Software, and any consequences thereof. The Content you submit, offer, contribute, attach, post, or display may be viewed by other users of the Software. All Content is the sole responsibility of the person who originated such Content. Any use or reliance on any Content or materials posted via the Software or obtained by you through the Software is at your own risk. Customer is solely responsible for obtaining and maintaining at its own expense all equipment needed to access the SaaS Services, including but not limited to any computers, workstations, and internet service. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of the data it submits to the Services.
- Injunctive Relief. In the event of an actual or threatened breach of the above confidentiality provisions, the non-breaching party will have no adequate remedy at law and will be entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
- Customer is interested in research. As such, Customer agrees to enter into an authentic partnership with Company. This partnership includes allowing Company to conduct research with existing teachers and district personnel to improve the EPI and to potentially create new tools for other roles. It also includes providing student data tied to the teachers who participate. Customer agrees to encourage existing personnel to participate. This encouragement is provided by district leaders, principals, district partners and others who have access to personnel and access to email lists and other forms of contact information will be provided. This research not only improves the tool overall, but further customizes the tool to the local context. Additionally, Customer agrees to allow Company to reach out to and focus group with users to improve usability.
All identified data is owned by Customer and is to be strictly held as confidential. Company will delete and destroy all copies of identified data once the Agreement is terminated with or without default. Customer has the option to receive a backup of data prior to deletion, which may result in additional charges. All right, title and interest in and to the Licensed Material, and all copyrights, patents, trademarks, service marks or other intellectual property or proprietary rights relating thereto, belong exclusively to Company. Any modification to the Software performed by Customer directly or indirectly extending the current capabilities shall be the property of Company and all copyrights and other rights are hereby assigned to Company. Customer agrees that Company has permission to maintain and use any de-identified data as listed in this Agreement.
The Agreement constitutes the entire agreement between the parties regarding the subject matter of the Agreement and supersedes all previous agreements or representations, oral or written regarding the subject matter of the Agreement. The Agreement may not be modified except in writing signed by an authorized representative of each party. Both parties acknowledge having read the terms and conditions set forth in the Agreement, understand all terms and conditions, and agree to be bound thereby. The titles of sections and subsections are for convenience only and are not to be used in construing any term in the Agreement. This MSA may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same document. Telecopied and/or scanned copies of signatures shall be relied on as original signatures in all respects.
- Purchase Orders. No Customer issued purchase order or other ordering document that purports to modify or supplement the printed text of this Agreement shall add to or vary the terms of this Agreement. Any terms and conditions included on a Customer issued document shall be deemed to be solely for the convenience of the customer, and no such term or condition shall be binding upon the parties.
- Agreement. It is further expressly understood and agreed that, there being no expectations to the contrary between the parties, no usage of trade or other regular practice or method of dealing either within the computer software industry, Company’s industry or between the parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.
- Independent Contractor. The relationship of Company and Customer established by this Agreement is that of independent contractor, and nothing contained in the Agreement shall be construed to (i) give either party the power to direct or control the day‑to-day activities of the other, (ii) establish Company as a hiring or human resources consultant to Customer, (iii) establish the parties as partners, franchisee-franchiser, co‑owners or otherwise as participants in a joint or common undertaking, or (iv) otherwise give rise to fiduciary obligations between the parties.
- Assignment. Neither this Agreement nor any right or obligation hereunder shall be assigned or delegated, in whole or part, by either party without the prior express written consent of the other, which shall not be unreasonably withheld and for which no additional consideration shall be necessary; provided, however, that either party may, without the written consent of the other, assign this Agreement and its rights and delegate its obligations hereunder to an Affiliate, or in connection with the transfer or sale of all or substantially all of its business related to the Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any purported assignment in violation of this Section shall be void. Subject to this Section, this Agreement is binding upon and is for the benefit of the parties and their respective successors and permitted assigns.
- Severability. If any provision or provisions of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
- Waiver. No delay or failure of Company or Customer in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by Company or Customer of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.
- Force Majeure. Except for payment of fees, non-performance by either party will be excused to the extent that performance is rendered impossible by any act of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil unrest, act of government, act of terror, strike or other labor problem (other than one involving our employees), internet service provider failure or delay, denial of service attack, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.
- Governing Law. This Agreement shall be governed by and construed in according with the laws of the State of Texas without regard to its conflict of laws principles. All actions, suits, or legal proceedings arising out of or related to this Agreement will be brought only in the federal or state courts located in Travis County, Texas and the parties consent to the exclusive jurisdiction of such courts. Any Canadian agreements where the laws of the Province in which the Client’s principal place of business is located and the laws of Canada applicable therein shall govern all matters arising out of or relating to this Agreement.
- Signature Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.