Master sponsorship terms and conditions
WOOLF INC.
MASTER SPONSORSHIP TERMS AND CONDITIONS
These Master Sponsorship Terms and Conditions (together with any SOWs made under these Master Sponsorship Terms and Conditions the “Terms”), dated as of the Effective Date of the Order, are entered into by and between Woolf Inc. (“Woolf”) and the customer indicated on the Order (“Customer”). Capitalized terms used but not defined in these Terms have the meanings ascribed to them in the Order. Each of Woolf and Customer may be referred to herein as a “Party” or collectively as the “Parties”.
1. Order of Precedence; Definitions
1.1. Order of Precedence. In the event of a conflict between these Terms, the Order, the Platform Terms, or an SOW, the documents will govern in the following order of precedence of least to highest order of precedence.
2. Services
Services will include those outlined in the applicable Statement of Work.
3. Platform
3.1. Hosting on the Platform. Subject to the terms and conditions of this MSA, Woolf will use commercially reasonable efforts to host Courses on the Platform, and make the information about the Courses available to Students on the Platform.
4. Support and Service Levels
4.1. Support. Subject to the terms and conditions of this MSA, Woolf will provide Customer with technical support services in accordance with Woolf's standard practices ("Support Services"). Support Services are available through the Platform, via chat, support wiki or email at support@woolf.university.
5. Fees; Payment; Taxes
5.1. Recurring Fees. Customer agrees to pay the Annual Fees according to the Additional Terms (the "Recurring Fees") as indicated on the Order. Woolf will invoice for the Recurring Fees annually in advance unless otherwise agreed by the Parties.
6. Intellectual Property and Data
6.1. Reservation of Rights. Except as expressly set forth in this MSA or in an SOW, nothing in this MSA or an SOW will be deemed to be a transfer or assignment by a Party to the other of any right, title or interest in or to any intellectual property rights or rights in any data.
7. Audit
During the Term and for 2 years after, Customer will provide Woolf (or a third party auditor selected by Woolf) ("Auditor") reasonable access to Customer's premises, books records, personnel, and computer systems, subject to the Customer's reasonable security and confidentiality procedures.
8. Warranties; Disclaimer
8.1. Mutual. Each Party represents and warrants to the other that it: (a) has the right to enter into this MSA, (b) is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, (c) has the corporate and organizational power and authority to execute and deliver this MSA and to perform its obligations hereunder.
9. Term and Termination
9.1. Term. This MSA will begin on the Effective Date and shall continue in full force and effect for the initial term specified on the Order unless earlier terminated in accordance with Section 9.2.3 and/or Section 9.2.4 of this MSA ("Initial Term"). Upon the expiration of the Initial Term, this MSA will automatically renew for successive periods of three (3) years.
10. Confidentiality
10.1. Defined. "Confidential Information" means any information disclosed by either Party to the other Party, either directly or indirectly, in writing, orally or by inspection of tangible objects that is marked as "confidential" or "proprietary" if provided in writing, or information that would otherwise be reasonably expected to be treated in a confidential manner.
11. Indemnification
11.1. By Woolf. Woolf will, at its expense, defend, or at its option settle any third-party claim or action brought against Customer arising out of Woolf's gross negligence or willful misconduct, and agrees to pay any costs, damages and fees (including reasonable attorneys' fees) finally awarded against Customer.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT FOR A PARTY'S BREACH OF SECTION 10, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING UNDER THIS AGREEMENT.
13. Miscellaneous
13.1. Independent Contractor. Nothing herein will create any partnership, joint venture, or similar relationship between the Parties.