Master Services Agreement
This Master Services Agreement (this “Agreement”) is made between Great Place to Work Institute, Inc. (“GPTW”) and the person or entity that is named on the Order Form that references this Agreement (“Customer”). CUSTOMER AGREES THAT ITS USE OF GPTW’S SUBSCRIPTION SERVICES AND GPTW’S PERFORMANCE OF PROFESSIONAL AND SUPPORT SERVICES ARE SUBJECT TO AND GOVERNED EXCLUSIVELY BY THIS AGREEMENT AND ANY ADDITIONAL TERMS STATED IN THE ORDER, INCLUDING ANY ATTACHMENTS THERETO. This Agreement is effective as of the effective date stated in the applicable Order (“Effective Date”). GPTW reserves the right to change this Agreement from time to time by posting an update to this URL; however, such change shall not affect then existing Orders unless otherwise agreed by Customer and GPTW.
1.1 Subscription Services. The Services will be identified in the Order. During the Initial Term and all applicable Renewal Terms defined in the Order, GPTW will provide the Services to Customer and Customer may use such Services listed in the Order solely for its internal business purposes, subject to and conditioned on compliance with this Agreement and the Order.
1.2 Support Services. GPTW shall maintain a trained and knowledgeable staff capable of providing support for the Services. GPTW will use commercially reasonable diligence to correct reproducible errors when reported to GPTW and provide phone, email, or online support. GPTW will also provide periodic enhancements and modifications to the Subscription Services, including bug fixes, to correct reproducible errors reported to GPTW.
1.3 Professional Services. GPTW will provide the Professional Services listed in the Order, in accordance with the Order. If Customer requests additional Professional Services that were not previously identified on an Order or Statement of Work, then Customer may need to execute an additional Order or Statement of Work.
2.1 Reservation of Rights. The Services are provided with a limited right to use and are not sold, and GPTW reserves and retains all rights not expressly granted in this Agreement. GPTW has and shall maintain sole and exclusive ownership of all rights, title, and interest in the Services, and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights, trademarks, brands, and other intellectual property rights pertaining thereto). There will be no “work for hire” or any deliverables owned by Customer created as part of the Services and all works, customizations, and developments created as part of the Services shall be considered a part of the Services.
2.2 Use Restrictions. Except as expressly provided in this Agreement, no other use of the Services provided by GPTW is permitted. Customer may not, and may not cause or permit others to: (a) reverse engineer, disassemble, adapt, translate, or decompile the Subscription Services, including, without limitation, any third party components, or otherwise attempt to derive source code, trade secrets, or knowhow from the Subscription Services; (b) license, sell, transfer, assign, distribute, or outsource use of the Subscription Services, or provide service bureau, data processing, or time sharing access to the Subscription Services; (c) create Internet "links" to the Subscription Services or "frame" or "mirror" the Subscription Services on any other server, or wireless or Internet-based device; (d) access or use the Subscription Services to build or support, directly or indirectly, products or services competitive to GPTW; (e) interfere with or disrupt the integrity or performance of any Subscription Services or any data contained therein; (f) attempt to gain unauthorized access to any Subscription Services or its related data, systems, or networks; or (g) remove or alter any proprietary notices or marks on the Services.
2.3. GPTW Badges. GPTW grants to Customer a non-exclusive, revocable, limited license to use and display:
2.3.1 The Certification Badge during the Certification Period for the sole purpose of promoting Customer’s designation as a Great Place to Work during the Certification Period. Customer will remain in full compliance with the Certification Badge Guidelines located at https://www.greatplacetowork.com/certification-brand-guide (“Certification Badge Guidelines”) when displaying the Certification Badge.
2.3.2 The Regional List Badge during the Regional List Inclusion Period for the sole purpose of promoting Customer’s designation as a company that has achieved one of the top Trust Index scores within a global region, as defined by GPTW. Customer will remain in full compliance with the International Regional List Badge Guidelines located at https://www.greatplacetowork.com/regional-list-badge-guide(“Regional List Guide”) when displaying the Regional List Badge.
2.3.3. The National List Badge during the National List Inclusion Period for the sole purpose of promoting Customer’s designation as a company that has achieved one of the top Trust Index scores within a designated country. Customer will remain in full compliance with the National List Badge Guidelines located at https://www.greatplacetowork.com/national-list-badge-guide (“National List Guide”) when displaying the National List Badge.
2.4 Customer Feedback. Customer has no obligation to provide GPTW with any suggestion, enhancement request, recommendation, evaluation, correction, or other feedback about the Services (“Feedback”), but if it does, Customer grants to GPTW and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, copy, modify, distribute, disclose, create derivative works, and make and incorporate such Feedback into its Services for any purpose. GPTW has no obligation to incorporate or apply any Feedback to the Services.
2.5 GPTW Licensees. Customer consents to persons or companies qualified and licensed by GPTW (“Licensees”) to provide a portion of the Services on GPTW’s behalf solely outside of the United States. GPTW shall be responsible for the actions of its Licensees relating to the portion of the Services the Licensee(s) provide Customer on GPTW’s behalf.
2.6 Compliance with Laws. GPTW shall comply with Applicable Laws in performing its obligations hereunder. Customer shall comply with Applicable Laws when using the Services and remains solely responsible for its compliance with Applicable Laws, including, but not limited to, with respect to the configuration and use of the Services and regardless of whether GPTW provides assistance with Customer compliance matters. Customer acknowledges that the specific privacy requirements established under Applicable Laws relating to Customer are the responsibility of Customer and not GPTW.
2.7 Upgrades. Customer acknowledges that the Subscription Services may change at any time as required by changes to normal business conditions. It is further understood by Customer that any changes to the Subscription Services will be applicable to all GPTW customers utilizing the Subscription Services and such changes will not materially diminish the functionality of the Subscription Services.
2.8 Access Credentials. Except as otherwise provided herein, Customer will not provide any third party with access credentials to the Subscription Services and will safeguard and compel all users to safeguard the access credentials. Customer will be responsible for all acts and omissions of its users. Customer will notify GPTW promptly if it learns of any unauthorized use of any access credentials or any other known or suspected breach of security. If Customer allows use of the Subscription Services by any of its Affiliates without requiring such Affiliate to execute a separate Order to establish its own tenant environment, then Customer will be fully responsible and liable for all use and misuse of the Subscription Services by such Affiliate, and will fully cooperate with GPTW in enforcing all of its rights to, interests in, and protection of the Services, including in seeking equitable remedies against any Affiliate that breaches this Agreement.
2.9 Connectivity. Customer is responsible for securing, paying for, and maintaining connectivity to the Subscription Services from Customer’s location(s) via the internet, including any and all related hardware, software, third party services, and related equipment and components for such connectivity. Customer agrees that GPTW will have no liability for such connectivity and Customer will not be excused from any of its obligations under the Agreement as a result of the quality, speed, or interruption of the communication lines from the Customer’s location(s) to the internet.
3.1 Fees. Customer will pay the fees on the payment terms and in the currency indicated in the Order. For each Order, the billing period of the fees will start as set forth in the Order and will continue for the time period indicated as the Initial Term on the Order and all Renewal Terms. Customer is responsible to pay for the Services for the entire Initial Term and each Renewal Term. GPTW may increase the fees as set forth in the Order. The increased fees will be set forth in the applicable invoice. Except as otherwise specified in the Order (a) subscription fees are based on Subscription Services purchased and not time of actual usage; (b) minimum quantities purchased cannot be decreased during the relevant subscription term; (c) additional quantities may be purchased; and (d) payment obligations are non-cancelable and fees paid are non-refundable.
3.2 Taxes. The fees exclude, and Customer will be responsible for, all sales, use, excise, withholding, VAT, and any other similar taxes, duties and charges of any kind imposed by any governmental entity in connection with the Services (excluding taxes based solely on GPTW's income).
3.3 Late Payment. Any invoices not reasonably disputed in writing within thirty (30) days from the date of receipt will be deemed undisputed and due. All undisputed invoices not paid within thirty (30) days after the date such amounts are due and payable may accrue interest at a rate up to the maximum allowable by applicable law. Customer will reimburse GPTW for any additional reasonable cost incurred by GPTW in connection with collecting any amounts payable under this Agreement. If Customer is more than thirty (30) days overdue in its payment of an undisputed amount due, then GPTW reserves the right to suspend the Services provided under the applicable Order, but only until such payment is made to GPTW and provided that GPTW gives Customer at least ten (10) business days prior written notice of the overdue amount before GPTW suspends the Services. Upon payment in full of all overdue amounts, GPTW will restore the Services.
4. Data, Security and Privacy
4.1. Ownership and License of Customer Data. Customer shall retain ownership of the entire right, title, and interest in and to Customer Data and Raw Data. Customer grants GPTW a non-exclusive, worldwide license for the term of this Agreement, to use, sample, collect, and compile the Customer Data for the purposes of providing, maintaining, improving, or operating the Services, and for benchmarking purposes.
4.2. Raw Data License. Customer grants to GPTW a non-exclusive, perpetual, irrevocable, worldwide license to use, sample, collect, and compile Raw Data in aggregated, de-identified form, that does not identify Customer Confidential Information, and that is stripped of all persistent identifiers (e.g., device identifiers, IP addresses, and cookie ID’s), in a manner that does not allow the Raw Data on its own to be identified as originating from any individual survey taker, for the purposes of providing or maintenance of, improvement to, and operation of the Services, for new or different products or services, and for benchmarking purposes.
4.3. Collection of Personal Data. Services may employ applications and tools that collect and process Personal Data that may be required by GPTW to provide the requested Services or functionality included in or related to those Services. If Customer wishes to stop the collection and processing of Personal Data, Customer may need to discontinue using certain Services.
4.4. Data Privacy and Security. Each Party agrees to comply with Applicable Laws in its processing of Personal Data. GPTW and its sub-processors will process Personal Data in accordance with GPTW’s Data Processing Addendum, which is incorporated herein by reference. All Customer Data will be secured and protected as set forth in Schedule 2 (Technical and Organizational Measures) of GPTW’s Data Processing Addendum.
5.1 Definition. “Confidential Information” is any non-public information relating to a Party that is disclosed pursuant to any Order or this Agreement, and which reasonably should be understood by the recipient of such information to be confidential because of (a) legends or other markings; (b) the circumstances of the disclosure; or (c) the nature of the information itself.
5.2 Exceptions. Information will not be considered Confidential Information if the information was (a) in the public domain without any breach of this Agreement; (b) disclosed to the receiving Party on a non-confidential basis from a source lawfully in possession of such Confidential Information and, to the knowledge of the receiving Party, is not prohibited from disclosing such Confidential Information to receiving Party; (c) released in writing from confidential treatment by disclosing Party; or (d) is independently developed by the receiving Party without use of or reference to the Confidential Information.
5.3 Nondisclosure. Except as expressly permitted in this section, neither Party will disclose the other Party’s Confidential Information to any third party. Furthermore, Customer expressly acknowledges and agrees that GPTW is not required to, and will not, disclose Raw Data to Customer.
5.4 Protection. Each Party will secure and protect the Confidential Information of the other Party with a reasonable standard of care commensurate with the sensitivity of such Confidential Information and using precautions that are at least as stringent as it takes to protect its own Confidential Information of like nature, but no less than reasonable precautions.
5.5 Use. Each Party will only use the Confidential Information of the other Party as expressly permitted by or as required to exercise their rights, duties, and obligations under this Agreement.
5.6 Disclosure Exceptions. Confidential Information may be shared with and disclosed to (a) any Affiliate, subcontractor, or other third party who has a need to know to enable the receiving Party to exercise its rights or perform its obligations in connection with this Agreement and have non-disclosure obligations at least as stringent as the confidentiality provisions of this Agreement that apply to the Confidential Information; or (b) any court or governmental agency of competent jurisdiction, pursuant to a subpoena, order, civil investigative demand or similar process with which the receiving Party is legally obligated to comply, and of which the receiving Party notifies disclosing Party as required by a legal process, including in connection with any proceeding to establish a Party’s rights or obligations under this Agreement (provided however that, when permitted by Applicable Law, a Party will give the other reasonable prior written notice so that the disclosing Party has an opportunity to contest any disclosure required by a legal process).
6.1 Mutual Warranties. Each Party hereby warrants that (a) it has the full right and authority to enter into this Agreement; and (b) the performance of its obligations and duties under this Agreement does not conflict with or result in a breach of any other agreement of such Party or any judgment, order, or decree by which such Party is bound.
6.2 Subscription Services Warranty. GPTW warrants that the Subscription Services will substantially conform with the Order Form and that the functionality of the Subscription Services will not be materially diminished or adversely modified. In the event of a breach of the warranty described in this Section, as Customer’s exclusive remedy and GPTW’s sole obligation, GPTW will make commercially reasonable efforts to remedy such breach without additional cost to Customer, provided that if GPTW cannot substantially remedy such breach, then Customer may terminate the affected Subscription Services in accordance with Section 7.2.2. Customer agrees to report any non-conformance of the Subscription Services within thirty (30) days of its discovery and provide GPTW with reasonable information and assistance to enable GPTW to reproduce or verify the non-conforming aspect of the Subscription Services.
6.3 Professional and Support Services Warranty. GPTW warrants that the Professional Services and Support Services will be performed by qualified personnel in a good and professional manner. In the event GPTW breaches the warranty described in this Section, as Customer’s exclusive remedy and GPTW’s sole obligation, GPTW will reperform the deficient Professional or Support at GPTW’s cost, provided that if GPTW cannot substantially remedy such breach, then GPTW will refund any fees prepaid by Customer for the affected Services. Customer must report any deficiencies in such Professional or Support Services, within thirty (30) days of the completion of the non-compliant Professional or Support Services.
6.4 Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, GPTW DISCLAIMS ALL OTHER WARRANTIES NOT SET FORTH IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES. GPTW DOES NOT REPRESENT, WARRANT, OR COVENANT THAT THE SERVICES OR ANY OTHER PRODUCT OR SERVICE PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND CUSTOMER MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY RIGHTS EXTEND ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS AND ONLY TO THE EXTENT SUCH LAW PROVIDES OTHERWISE).
6.5 Customer Warranty. Customer warrants that it has all rights and required consents to provide Customer Data to GPTW.
7. Term & Termination
7.1 Term of the Agreement. The Term of this Agreement commences on the Effective Date and continues until the stated term in each applicable Order has expired or has otherwise been terminated as provided in this Agreement. At the expiration of the Initial Term, and at the expiration of each Renewal Term, each as indicated on the Order, the Services will automatically renew for the duration indicated on the Order as the Renewal Term.
7.2 Types of Termination
7.2.1 Non-renewal. Either Party may terminate any Service identified in an Order upon at least thirty (30) days prior written notice to be effective at the expiration of the Initial Term or a Renewal Term (as such terms are defined in the Order).
7.2.2 For Cause. Either Party may terminate this Agreement, or any Service identified in an Order, if the other Party fails to perform any material obligation under this Agreement, and such Party is not able to cure the non- performance within thirty (30) days of written notice of such default with reasonably sufficient detail regarding the alleged breach, provided that GPTW may immediately terminate or suspend Customer’s access to the Services if Customer is in breach of the “Use Restrictions” or “Confidentiality” sections of this Agreement. Either Party may immediately terminate this Agreement and all Orders if the other Party has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy. Other than as expressly permitted in this Agreement, or an Order, neither party may terminate this Agreement and remains fully obligated to the terms and conditions herein.
7.3 Effects of Termination. If the Agreement is terminated for any reason:
7.3.1 Fees. All fees will be paid by Customer for amounts owed through the effective date of termination, and, if the Agreement is terminated for GPTW’s breach of the Agreement, any fees prepaid by Customer for the Service not rendered prior to the effective date of termination will be credited against Customer’s account, with any remaining amounts refunded to Customer within thirty (30) days of the effective date of termination.
7.3.2 Cessation of Services. GPTW will cease to provide the Services to Customer and Customer’s right to use and access the Subscription Services will end as of the effective date of termination. If Customer requires access to the Subscription Services after the effective date of termination or transition assistance, such access and assistance will be subject to mutual agreement and additional fees under a separate Order, and will be subject to the terms and conditions of this Agreement.
7.3.3 Deletion of Customer Data. GPTW will delete Customer Data which is not Raw Data after Customer’s rights to access the Subscription Services and retrieve Customer Data have ended, unless otherwise provided under this Agreement, an Order, or another document. GPTW will delete Customer Data in a series of steps and in accordance with GPTW’s standard business practices for destruction of Customer Data and system backups. GPTW has no obligation to retain Customer Data and Customer Data may be permanently deleted as part of GPTW’s data management program(s) or practice(s), and in accordance with Applicable Laws.
8.1 Claims Against Customer. GPTW will defend Customer and Customer’s respective directors, officers, and employees, who are acting on behalf of Customer (“Customer Indemnified Parties”), from and against any and all Claims to the extent alleging that the permitted uses of the Subscription Services infringe or misappropriate any legitimate copyright or patent. GPTW will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs, or expenses (including, without limitation, reasonable attorneys’ fees) actually awarded to a third party by a court of applicable jurisdiction as a result of such a Claim, or as a result of GPTW’s settlement of such a Claim.
8.2 Mitigation. In the event that a final injunction is obtained against Customer’s use of the Subscription Services by reason of infringement or misappropriation of any such copyright or patent, or if in GPTW’s opinion, the use of the Subscription Services is likely to become the subject of a successful Claim of infringement or misappropriation, GPTW (at its option and expense) will use commercially reasonable efforts to either (a) procure for Customer the right to continue using the Subscription Services as provided in the Agreement; or (b) replace or modify the Subscription Services so that they become non-infringing but remain substantively similar to the affected Subscription Services. Should neither (a) nor (b) be commercially reasonable, either Party may terminate the Agreement and the rights granted hereunder upon written notice, at which time GPTW will provide a refund to Customer of any fees paid by Customer for the infringing elements covering the period of their unavailability.
8.3 Exceptions. GPTW will have no liability to indemnify or defend Customer to the extent the alleged infringement or misappropriation of the Subscription Services is based on (a) a modification undertaken by Customer, or on behalf of Customer; (b) use other than as authorized by this Agreement; or (c) use in conjunction with any equipment, service, or software not provided by GPTW, where the Subscription Services would not otherwise infringe, misappropriate, or become the subject of the Claim.
8.4 Qualifications. Customer will provide written notice to GPTW promptly after receiving notice of a Claim. If defense of such Claim is materially prejudiced by a delay in providing notice, GPTW will be relieved from providing such indemnity to the extent of the delay’s impact on the defense. GPTW will have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that GPTW will not enter into any settlement which imposes any obligations on Customer without the prior written consent of Customer. Customer will cooperate fully (at GPTW’s request and expense) with GPTW in the defense, settlement, and compromise of any such action. Customer may retain its own counsel at its own expense, subject to GPTW’s rights above. This “Indemnification” section states GPTW’s sole liability and Customer’s exclusive remedy for all third party claims and damages.
8.5. GPTW Intellectual Property. Customer will defend, hold harmless, and indemnify GPTW and GPTW’s respective directors, officers, and employees, who are acting on behalf of GPTW (“GPTW Indemnified Parties”), from and against any and all liabilities, obligations, costs, or expenses (including, without limitation, reasonable attorneys’ fees) arising out of either (a) Customer’s use of GPTW’s Certification Badge, Regional List Badge, or National List Badge, in violation of the Certification Badge Guide or (b) Customer’s use of other GPTW Intellectual Property which infringes or misappropriates any legitimate GPTW copyright, trademark, trade secret, or patent.
9. Limitations of Liability
9.1 Monetary Cap. DURING ANY TWELVE (12) MONTH CONTRACT TERM (BEGINNING ON THE EFFECTIVE DATE OF THE APPLICABLE ORDER), A PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH ANY SERVICE SHALL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO GPTW DURING SUCH TWELVE (12) MONTH CONTRACT TERM FOR THE SERVICE GIVING RISE TO SUCH CLAIM(S).
9.2 Exclusion of Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES; FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES; OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOST GOODWILL, OR LOST DATA RESULTING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED; OR ANY DAMAGES TO THE EXTENT CAUSED BY CUSTOMER’S DATA OR APPLICATIONS, OR UNAUTHORIZED THIRD PARTY ACCESS OR INTRODUCTION OF MALICIOUS CODE.
9.3. Exclusions. THE LIMITATIONS OF LIABILITY CONTAINED IN SECTIONS 9.1 AND 9.2 SHALL NOT APPLY TO LIABILITIES ARISING FROM (A) A PARTY’S INDEMNITY OBLIGATIONS; (B) CUSTOMER’S PAYMENT OBLIGATIONS; OR (C) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.
9.4 Applicability of Limitations. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY AND FOR WHATEVER REASON LIABILITY IS ASSERTED, EVEN IF GPTW HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT THE LIABILITY OF ANY PARTY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE SO LIMITED OR EXCLUDED UNDER APPLICABLE LAW. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10.1 Jurisdiction & Dispute Resolution. This Agreement is governed by and is to be interpreted solely in accordance with the laws of state of California, without regard to any conflict of law provision that would result in the application of a different body of law, and each Party agrees to submit to exclusive venue in the courts in California in any dispute arising out of or relating to this Agreement. IF NOT OTHERWISE PROHIBITED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY CLAIM RELATED TO THIS AGREEMENT WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, SUIT, OR OTHER SIMILAR PROCESS. The United Nations Commission on International Trade Law, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement.
10.2 Government Use Provision. If Customer is a U.S. government entity, then it acknowledges that the Subscription Services and Documentation consist of “commercial items,” as defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as these terms are used in FAR 12.212 and in DFARS 227.7202, as applicable. All such entities will comply with this Agreement while using Subscription Services and Documentation, and if a government Customer needs any additional rights, it agrees that it will be subject to a mutually agreed addendum to this Agreement.
10.3 Export. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the generality of the foregoing, Customer represents that it is not on any U.S. government denied- party list and it shall not make the Services available to any person or entity that (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to proliferation of weapons of mass destruction.
10.4 Severability & Waiver. The invalidity or illegality of any provision in this Agreement will not affect the validity of any other provision. All unaffected provisions remain in full force and effect. The waiver of any breach of this Agreement will not constitute a waiver of any subsequent breach or default and will not negate the rights of the waiving Party.
10.5 Surviving Provisions. Provisions in this Agreement which by their nature are intended to survive in the event of a dispute or because their obligations continue past termination of the Agreement, including provisions relating to acknowledgements, reservation of rights, use restrictions, fees, confidentiality, limits of liability, indemnification, and termination, will so survive.
10.6 Assignment. This Agreement cannot be assigned by a Party, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement in its entirety (including all Orders and Statements of Work) as part of a merger, acquisition, transfer, or sale of all or substantially all of its assets, stock or business, including to an Affiliate, so long as the assignee agrees to be bound by all of the terms and conditions of this Agreement, the Orders, and Statements of Work. This Agreement shall be binding on and inure to the benefit of all permitted predecessors, successors, and assigns of each Party.
10.7 Force Majeure. If an unforeseeable event reasonably beyond the control of either of the Parties arises to prevent a Party from performing its obligations under this Agreement, including, but not limited to, acts of war, terrorism, uprising, acts of nature like earthquakes or floods, outbreak of infectious disease, civil unrest, embargoes, riots, sabotage, labor shortages, changes in laws or regulations, the failure of the internet or communications via common networks, power or system failure, or a delay in transportation (collectively “Force Majeure”), each Party will be excused from performance of its obligations under this Agreement, except payment of fees, for the duration of the Force Majeure affecting such Party, provided that the affected Party will use reasonable efforts to mitigate the impact of the Force Majeure. Notwithstanding the foregoing, GPTW remains obligated to provide disaster recovery portions of the Services to the extent not also prevented by the Force Majeure.
10.8 Publicity. GPTW may refer to the Customer as a GPTW customer and use Customer’s name and Customer’s logo, on public platforms that include, but are not limited, to lists of GPTW’s customers, and on GPTW’s website. Where required under Applicable Law, the Parties will agree to the specific use of the name and logo in writing.
10.9 Notice. When either Party needs to provide notification or consent under this Agreement, those notices and consents must be in writing and considered delivered upon actual receipt. All notices to GPTW must be sent to the following: Attention: General Counsel, Great Place to Work Institute, Inc., 1999 Harrison Street, Suite 2070, Oakland, California, 94612. All notices to Customer will be sent to the contact listed on the applicable Order. Any cure period required under this Agreement will begin on the date the notice is received.
10.10 eSignature. Each Party agrees that an eSignature (or a facsimile signature by the authorized representative) is evidence of acceptance of a valid and enforceable agreement.
10.11 No Third Party Beneficiaries. The provisions of this Agreement are for the sole benefit of the Parties and they will not be construed as conferring any rights on any third party nor are there any third party beneficiaries to this Agreement.
10.12 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the Parties or constitute any Party to be the agent of the other Party for any purpose.
10.13 Entire Agreement. This Agreement (and any information in referenced herein, including in an exhibit, schedule, attachment, annex, or at any URL) along with any corresponding Order, SOW, and Services Description constitute the entire agreement between the Parties pertaining to each Order. This Agreement supersedes all prior and contemporaneous representations, negotiations, and communications between the Parties relating to the Services and its subject matter. This Agreement may only be amended in writing signed by each of the Parties. If Customer uses its own purchase order or similar document, any terms or conditions in such purchase order are null and void. In the event of a conflict between the provisions contained in this Agreement and those contained in an Order, SOW, or Services Description, the following order of precedence shall apply: (1) the Order, (2) this Agreement, (3) the DPA, and (4) the SOW.
11.1 “Affiliates” means, as to GPTW, those entities that are directly or indirectly controlled by, control, or are under common control with Great Place to Work Institute, Inc., including, but not limited to, those entities who have entered into license agreements with GPTW to be able to sell and provide the Subscription Services; and as to Customer, those Customer entities that directly or indirectly control, are controlled by, or are under common control with Customer. “Control” (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, or otherwise.
11.2 “Applicable Law(s)” means any applicable provisions of all laws, codes, legislative acts, regulations, ordinances, administrative rules, rules of court, and court orders which govern a Party’s respective business.
11.3. “Certification Period” means the twelve-month period beginning upon the date the Customer receives the designation as a Great Place to Work. The Certification Period does not automatically renew.
11.4 “Claim(s)” means any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party.
11.5 “Customer Data” means all content, information, and data Customer inputs into the Subscription Services or collected by GPTW while providing Professional Services, including but not limited to Personal Data.
11.6 “Data Protection Laws” means (a) GDPR if Personal Data of European Union Data Subjects will be processed by GPTW, and (b) any other Applicable Laws regarding protection of Personal Data.
11.8 “Order” means an order form agreed by both Parties, which is subject to this Agreement or otherwise references this Agreement, setting out, among other things, the type Subscription Services or Professional Services, the quantity of employees that may be surveyed using the Subscription Services, the term of the Order, price and payment terms of the Services to be provided by GPTW, and the fees to be paid by Customer.
11.9 “Party” or “Parties” means GPTW or Customer, or both, as the context dictates.
11.10 “Personal Data” means “personal data” as defined under the GDPR; “personal information” as defined under the CCPA; and as similar terms, such as “personally identifiable information,” are defined under other applicable Data Protection Laws.
11.11 “Professional Services” means the deployment, launch, configuration, implementation, integration, delivery, consulting, managed, and other similar services provided hereunder.
11.12 “Raw Data” means the responses received by GPTW from Customer’s employees in connection with Trust Index Survey(s) and/or one-to-one interviews administered by GPTW to support the Subscription Services.
11.12 “Services” means the (a) Subscription Services; (b) Support Services; (c) Professional Services; and (d) other services or offerings as set forth in an Order.
11.15 “Subscription Services” means those GPTW software-as-a-service (“SaaS”) applications set forth in the Order and made available to Customer via a hosted multi-tenant environment to use on a subscription basis.
11.16 “Support Services” means support and maintenance services provided by GPTW for the Subscription Services, as described in this Agreement.
Last Updated September 29, 2023