MASTER SERVICE AGREEMENT - Grace Hill

MASTER SERVICE AGREEMENT

This MASTER SERVICE AGREEMENT is made effective as of the Effective Date specified in an applicable Order Form (“Order Form”) and is entered into by and between GRACE HILL, LLC, a Georgia limited liability company having a principal place of business in Greenville, South Carolina, or its wholly owned subsidiary indicated in the Order Form (“Grace Hill”), and the customer identified in the Order Form (“Customer”). This Master Service Agreement together with the Order Form and the applicable service agreements (each a “Service Agreement”) indicated in the Order Form, if any, are referred to collectively as the “Agreement.” Grace Hill and Customer are each a “Party” and together the “Parties.” This Agreement applies to all of the products and services (collectively, the “Services”) identified in the Order Form.

I. AGREEMENT

Grace Hill agrees to provide the Services pursuant to this Agreement, and Customer agrees to perform all tasks and provide all information, data, consents, assistance and support necessary for Grace Hill to provide the Services. Customer’s failure to provide such support may result in increased fees, delays or the termination of this Agreement. When describing Customer’s use of the Services, the term “Customer” should be construed to authorize Customer and all authorized End Users to use the Services pursuant to this Agreement.

In the event of a conflict between any portions of the Agreement, the order of priority shall be: (i) the Order Form, but only with respect to those Services designated as purchased in the Order Form; (ii) the Service Agreement; and (iii) this Master Service Agreement. Additional Services may be ordered using another Order Form or an addendum to the Order Form that is executed by the Parties, and such additional Services will be governed by this Agreement. Capitalized terms not defined herein have the meanings ascribed to them in the Service Agreement or the Order Form.

II. THIRD PARTIES; INTELLECTUAL PROPERTY; CUSTOMER CONTENT

2.1 Third-Party Service Providers. Grace Hill shall itself or through a duly authorized third party provide the Services according to the terms of this Agreement. Grace Hill may use third parties, for example, to host content associated with the Services in a secure manner using commercially reasonable protection measures at a level commensurate with the software and hosting industries.

2.2 Use of the Services. Unless explicitly stated otherwise in this Agreement, the Services are to be used solely for Customer’s internal business purposes and in accordance with this Agreement. Customer may not: (a) sell, resell, license, sublicense, or lease the Services to any third party; (b) give third parties access to the Services except as Grace Hill may approve in advance; (c) use the Services to provide services to or for any third party; (d) use the Services to develop solutions that compete with the Services; or (e) use or attempt to use the Services for any purposes that are contrary to applicable laws and regulations. Customer will ensure that only authorized employees and others authorized in the Order Form are able to access the Services.

2.3 Intellectual Property. Unless otherwise specified by Grace Hill, the Services are licensed to Customer and not sold. All right, title and interest in and to all Intellectual Property associated with the Services shall remain with Grace Hill and its licensors (if any). “Intellectual Property” means all trademarks, tradenames, logos, copyrights, patents, patent applications, trade secrets, data and any other proprietary rights. Except as specifically authorized by this Agreement, Grace Hill shall not acquire any right, title or interest in Customer’s Confidential Information or in the Customer Content.

2.4 Customer Content. “Customer Content” means any information, data (including Personal Data), content, media (video, images, text, scripts, etc.) that Customer’s End Users upload, post or otherwise provide to the Services, together with all metadata related thereto. Customer understands that the Services may not have been designed to function with the Customer Content. As a result, Customer accepts that the risk of the Customer Content not properly functioning in connection with the Services lies solely with Customer. Grace Hill has no obligation to modify the Services to ensure that the Customer Content functions properly.

2.5 Customer Content Data Limits. Grace Hill reserves the right to charge Customer additional fees in the event that the Customer Content exceeds normal limits associated with Customer Content (i.e. in the event that Customer uploads large amounts of custom courseware, etc.), taking into account Customer’s size and number of End Users. Prior to charging any additional fees, Grace Hill will notify Customer of the additional charges and provide Customer with thirty (30) days to remove some of the Customer Content before incurring the additional fees.

III. DISCLAIMER OF WARRANTY

THE SERVICES ARE PROVIDED "AS-IS," AND GRACE HILL DISCLAIMS ANY AND ALL WARRANTIES (OTHER THAN THOSE EXPRESSLY PROVIDED IN THIS AGREEMENT) WITH RESPECT TO THE SERVICES AND GRACE HILL IP, INCLUDING WITHOUT LIMITATION ANY AND ALL: (I) WARRANTIES CONCERNING UNINTERRUPTED OR ERROR-FREE ACCESS OR USE OF THE SERVICES, OR THE ACCURACY OF OR RESULTS OBTAINED THROUGH USE OF THE SERVICES; (II) WARRANTIES OF TITLE; (III) WARRANTIES OF NON-INFRINGEMENT (WITHOUT AFFECTING INDEMNIFICATION UNDER ARTICLE VI); AND (IV) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IV. CONFIDENTIALITY; DATA RIGHTS; COMMUNICATIONS

4.1 Definition. "Confidential Information" means a disclosing Party's non-public written information, in any form, and all copies, summaries and extracts, which are identified as confidential at the time of disclosure. Confidential Information does not include information that: (i) is or becomes generally publicly available at the time of disclosure or subsequently through no fault of recipient Party; (ii) was known to recipient Party, free of any confidentiality obligations, before its disclosure by disclosing Party; (iii) becomes known to recipient Party, free of any confidentiality obligations, from a source other than disclosing Party; or (iv) is independently developed by recipient Party without use of the Confidential Information.

4.2 Confidentiality Obligations. A recipient Party that receives Confidential Information from a disclosing party will: (i) use Confidential Information only as necessary to perform its obligations under this Agreement, (ii) handle Confidential Information with the same level of care that it holds its own Confidential Information (but in any event with no less than a reasonable level of care), (iii) disclose Confidential Information to only those third parties who provide services to the Recipient and have previously agreed in writing to protect the Confidential Information to the same extent as required in this Agreement, and (iv) either promptly deliver or promptly destroy (and certify the destruction to the disclosing Party) all of the disclosing Party's Confidential Information and copies in the recipient Party's possession at the disclosing Party's request or at the expiration or termination of this Agreement. Except as may be required by court order or law, a recipient Party's obligations regarding Confidential Information will remain in full force and effect after the Term. The recipient Party acquires no licenses or other rights to the disclosing Party's Confidential Information under this Agreement except as specifically authorized by this Agreement.

4.3 Court Order. If a Party receives a court order or is otherwise required by law to disclose any Confidential Information obtained from a disclosing Party, the receiving Party must to the extent allowable by applicable law, notify the disclosing Party immediately on receipt of the court order or other document requiring disclosure so that the disclosing Party may object and move for a protective order.

4.4 Remedies. Each Party agrees to immediately notify the other Party of any unauthorized use of any Confidential Information or any other breach of security known to such Party, which such notification obligations shall survive the expiration or earlier termination of this Agreement. Each Party agrees that in the event of any breach or threatened breach of the confidentiality obligations hereunder, a non-disclosing Party may obtain, in addition to any other legal remedies which may be available, such equitable relief (including injunctive relief) as may be necessary to protect the non-disclosing Party against any such breach or threatened breach. Each Party shall indemnify, defend and hold the non-disclosing Party harmless for any claims, actions, losses, damages or expenses (including attorneys' fees or costs of suit) (together, “Claims”) related to a Party's breach of this Article IV.

4.5 Data Rights and Obligations. In order for Grace Hill to provide the Services to Customer, Customer may need to provide certain Personal Data to Grace Hill. Customer agrees that Grace Hill may use this Personal Data to provide the Services, and Customer will obtain all necessary consents to the use of any such Personal Data provided to Grace Hill by or on behalf of Customer. Customer shall not provide Grace Hill with any Personal Data not needed in connection with the Services. Customer hereby grants Grace Hill a non-exclusive, irrevocable license to use the Customer Content to provide the Services and for data analytics and data aggregation purposes (i.e. generating benchmarks, etc.), provided that the products of such data analytics and data aggregation will be de-identified or otherwise aggregated in a way that removes Personal Data before the results are provided to third parties. Grace Hill’s use of Personal Data is further governed by its privacy policy, which is available on Grace Hill’s website. “Personal Data” is information relating to an identified or identifiable natural person, including information that can be used to identify them (e.g. names, passwords, etc.). An identifiable natural person is a natural person who can be identified, directly or indirectly, by reference to an identifier such as a name, email address, mailing address, identification number, location data, an online identifier or to one or more factors specific to the physical, psychological, genetic, mental, economic, cultural or social identity of the natural person.

4.6 Communication by Text Messaging and Email; Opt Out. Customer may desire for Grace Hill to communicate with certain individuals via text message or email in order for Grace Hill to provide the Services. In the event that Customer provides such email addresses, cellular telephone numbers or other contact information to Grace Hill, Customer represents and warrants that it has lawfully secured all rights needed by Grace Hill to in order for Grace Hill to use such contact information to contact the individuals in order to provide the Services. Further, Customer represents and warrants that Customer has complied with all applicable law (federal law, state law, TCPA, CAN-SPAM, GDPR, etc.) in providing such contact information to Grace Hill and in authorizing Grace Hill to use the contact information in connection with the Services. Grace Hill shall provide means for such individuals who desire to opt out of receiving emails or text messages to do so. Grace Hill shall be responsible for complying with such requests to opt out and will notify Customer (via the Services or otherwise, at Grace Hill’s sole discretion) of such request to opt out within a reasonable time of receiving the requests.

V. LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS ARISING FROM THE WILLFUL MISCONDUCT OF GRACE HILL, IN NO EVENT SHALL GRACE HILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, OR USE, FUNCTIONALITY OF THE CUSTOMER CONTENT, OR FOR INTERRUPTED SERVICES, OR FROM ANY DEFECT, ERROR, DATA BREACH OR MALFUNCTION OF THE SERVICES, EVEN IF GRACE HILL HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT (I) FOR PAYMENTS OWED TO GRACE HILL, (II) FOR CLAIMS ARISING FROM THE WILLFUL MISCONDUCT OF A PARTY, OR (III) WITH RESPECT TO THE PARTIES' DUTY TO INDEMNIFY UNDER ARTICLE VI OF THIS AGREEMENT AND WITHOUT LIMITING ANY OTHER RIGHTS, REMEDIES, LIMITATIONS, OR RESTRICTIONS IN THIS AGREEMENT OR UNDER LAW, A PARTY WILL NOT BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY THEORY OF LIABILITY FOR ANY AMOUNT, REGARDLESS OF THE NUMBER OF CLAIMS ALLEGED, IN EXCESS OF ALL PAYMENTS MADE TO GRACE HILL UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTHS FROM THE DATE OF SUCH CLAIMS.

VI. INDEMNIFICATION

6.1 Infringement Indemnification. Grace Hill will indemnify, defend, and hold harmless Customer (including all End Users, authorized affiliates and their agents) in connection with any third-party claim against Customer and pay all damages, costs, expenses (including reasonable attorneys' fees), settlements, or judgments arising out of a claim that the Services or use thereof infringes the intellectual property rights of a third party; provided, however, that if the Services are held to be infringing, are accused of infringing, or where Grace Hill believes they may be infringing, Grace Hill may at its expense and option: (i) obtain for Customer the right to continue using such Services; (ii) modify or replace such Services with non-infringing software and/or services; or (iii) if Grace Hill determines that such remedies are not commercially reasonable, Customer shall immediately cease accessing the Services, the license for such Services shall immediately terminate, and Grace Hill will return a portion of the License Fee paid for the infringing Services, as prorated over the length of the Term. Grace Hill will not be liable to Customer if an infringement claim is based upon use of the Services in violation of any of the terms of the Agreement by Customer. The remedies stated in this Section 6.1 are Customer’s sole and exclusive remedies with respect to any claims for intellectual property infringement related to the Services. Customer shall defend, indemnify, and hold harmless Grace Hill, its affiliates and service providers (of hosting services) and their respective officers, directors, employees, agents, and representatives for all damages, costs, liabilities, and expenses (including reasonable attorneys' fees) settlements or judgments arising out of: (i) Customer’s breach of Section 4.6; or (ii) a claim by a third party that the Customer Content infringes, misappropriates, or otherwise violates the rights of a third party or applicable law.

6.2 Indemnification Procedures. To receive the indemnities contained in this Article VI, the Party seeking indemnification shall promptly notify the indemnifying Party in writing of a claim or suit and provide reasonable cooperation (at the indemnifying Party's expense) and full authority to defend or settle the claim or suit. The indemnifying Party shall have no obligation to indemnify the Party seeking indemnification under any settlement made without the indemnifying Party's written consent.

VII. FEES AND PAYMENT; TERM; END USERS

7.1 Fees, Invoices, and Payment. Unless contrary payment terms are indicated in the Order Form, Customer shall pay to Grace Hill the implementation fees (if any) upon execution of the Order Form and the subscription fee (if any) on a monthly, quarterly or yearly basis as specified in the Order Form as well as any other fees or costs that are set forth in the Order Form. Grace Hill may base Customer’s fees for the Services on Unit Count, Property Count, End Users, Square Footage or any other basis indicated in the Order Form. Fees for the Services begin to accrue as of the Effective Date. Fees and costs associated with travel and hourly charges (if any) be may be invoiced separately from other fees. The fees are exclusive of all applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, duties or tariffs assessable by any jurisdiction whether imposed on Grace Hill or customer (collectively, “Taxes”), which Customer is responsible for paying. Customer understands that applicable tax rates may depend upon, for instance, the location of Customer’s properties and/or employees. If Grace Hill has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Grace Hill will invoice Customer and Customer will pay that amount unless Customer provides Grace Hill with a valid tax exemption certificate authorized by the appropriate taxing authority. Notwithstanding the foregoing, Grace Hill is solely responsible for taxes assessable against it based on its net income, property and employees. Grace Hill will issue an electronic invoice to Customer for Services as well as any other applicable fees and/or costs during the Term. Additional charges apply to the delivery of paper (i.e. non-electronic) invoices. Customer shall pay each invoice in full within thirty (30) days' of receipt thereof (the "Due Date"). Implementation fees may increase if, as a result of delays by Customer, the Services are not implemented within a reasonable time. If Customer’s implementation process is not completed within the agreed implementation period due to Customer delays, any waived implementation fees will be reinstated and additional implementation fees may apply. A 2% administration fee will apply to multiple payments issued toward a single invoice, and additional administration fees of 2% may apply for processing payments, other than one-time payments, of less than one hundred dollars ($100) or for preparing multiple invoices (i.e property-level invoices, etc.). Notwithstanding the foregoing, Customer may withhold payment of a charge subject to good faith dispute provided: (i) Customer submits the billing dispute within thirty (30) calendar days after receipt of the invoice, (ii) Customer pays the undisputed portion of all charges, and (iii) Customer cooperates reasonably with Grace Hill's efforts to investigate and resolve the dispute. Grace Hill shall issue a credit or reverse any amount incorrectly billed.

7.2 Late and Unpaid Fees. In the event that Customer fails to pay the total amount of any fees and/or costs due and owing by the Due Date, Grace Hill shall provide Customer written notice thereof, and, if Customer fails to pay any undisputed fees and/or costs within five (5) business days after receipt of such written notice, Customer shall be in breach of this Agreement and Grace Hill, in its sole discretion, shall have the right to suspend Customer's account(s) or access to the Services. Customer's failure to pay all fees due by the Due Date may be assessed a late fee in the amount equal to the lesser of (i) 2% of the unpaid amount per month, or (ii) the maximum rate permitted by applicable law.

7.3 Term. The Term of this Agreement (the “Term”) shall commence on the Effective Date in the Order Form and, unless the Order Form indicates earlier termination, shall terminate on the Renewal Date if a Party provides notice of termination to the other Party no less than sixty (60) days prior to the Renewal Date. However, if the written notice of termination is not timely provided, this Agreement will automatically renew on the Renewal Date, and every anniversary thereof, for a further term of one year (each a “Renewal”). The Term of this Agreement includes the initial Term, and all Renewals. Grace Hill may increase all applicable fees due under this Agreement at the beginning of every Renewal by ten percent (10%). If Grace Hill continues to provide Services after this Agreement is terminated, then the terms of this Agreement apply to those Services except that the Services will provided on a month-to-month basis subject to an increased monthly fee of the greater of: (i) Grace Hill’s then-current and non-discounted rates for the services; or (ii) an additional ten percent (10%). When Services are provided on a month-to-month basis, Customer may not receive certain new or modified content or Services which become generally available during the month-to-month period. The Parties may execute new Order Forms during the Term to modify this Agreement or for additional Services.

7.4 Units and Unit Count; Monthly Minimum. If the Order Form provides that fees for Services are based on Customer’s Unit Count, then Customer is required to provide Customer’s then-current Unit Count (the “Initial Unit Count”) in the area indicated on the Order Form. “Unit Count” means the actual number of separate residential dwelling units (each a “Unit”) associated with Customer (i.e. owned by Customer, managed by Customer, etc.). The Initial Unit Count is used for the initial invoice for Services and fees. Customer agrees to keep Customer’s Unit Count current. Customer’s Unit Count may increase or decrease throughout the Term, and Customer shall on a monthly basis notify Grace Hill of changes in Customer’s Unit Count by the 25th of each month or, if the change in Unit Count occurs after the 25th of the month, by the 25th of the next month. Grace Hill will provide Customer with instructions on how to adjust Customer’s Unit Count. Customer's Unit Count may be subject to periodic audit by Grace Hill. Customer may increase the Unit Count during the Term, but, for purposes of determining the fees for Services, Customer’s Unit Count cannot be decreased during the Term below the greater of: (i) ninety percent (90%) of Customer’s Initial Unit Count, or (ii) one thousand (1,000) Units (the “Minimum Unit Count”). In the event that Customer’s Unit Count falls below the Minimum Unit Count, Grace Hill agrees to negotiate with Customer the terms of an updated Order Form that is based on Customer’s then-current Unit Count, subject to increases in fees per Unit.

7.5 Property Count. If the Order Form provides that fees for Services are based on Customer’s Property Count, then Customer is required to provide Customer’s then-current Property Count (the “Initial Property Count”) in the area indicated on the Order Form. “Property Count” means the actual number of separate residential properties, or commercial properties (depending on the Services) (each a “Property”), associated with Customer (i.e. owned by Customer, managed by Customer, etc.). The Initial Property Count is used for the initial invoice for the Services and fees. Customer agrees to keep Customer’s Property Count current. Customer’s Property Count may increase or decrease throughout the Term, and Customer shall on a monthly basis notify Grace Hill of changes in Customer’s applicable Property Count by the 25th of each month or, if the change in Property Count occurs after the 25th of the month, by the 25th of the next month. Grace Hill will provide Customer with instructions on how to adjust Customer’s Property Count. Customer's Property Count may be subject to periodic audit by Grace Hill. Customer may increase the Property Count during the Term, but, for purposes of determining the fees for Services, Customer’s Property Count can be decreased only if Customer can prove to Grace Hill’s satisfaction that Customer no longer owns and/or manages a given Property and never below ninety percent (90%) of Customer’s Initial Property County (the “Minimum Property Count”). In the event that Customer’s Property Count falls below the Minimum Property Count, Grace Hill agrees to negotiate with Customer the terms of an updated Order Form that is based on Customer’s then-current Property Count, subject to increases in fees per Property.

7.6 End Users. “End User” means those employees, agents, or representatives of Customer and its authorized affiliates who are authorized to access and use the Services on behalf of Customer and for whom Customer shall be responsible for any breach of this Agreement. If the Order Form provides that fees for Services are based in whole or in part on the number of End Users, then Customer may be asked to provide an estimate of the number of End Users for the Services in the Order Form. Grace Hill may determine the actual number of End Users (by auditing the Services or otherwise) and may determine the appropriate number of End Users to calculate fees under this Agreement.

7.7 Square Footage. If the Order Form provides that fees for Services are based on Customer’s Square Footage, then Customer is required to provide Customer’s then-current Square Footage (the “Initial Square Footage”) in the area indicated on the Order Form. “Square Footage” means the total square footage of the Properties subject to the associated Services indicated in the Order Form. The Initial Square Footage is used for the initial invoice for the Services and fees. Customer agrees to keep Customer’s Square Footage current. Customer’s Square Footage may increase or decrease throughout the Term, and Customer shall on a monthly basis notify Grace Hill of changes in Customer’s applicable Square Footage by the 25th of each month or, if the change in Square Footage occurs after the 25th of the month, by the 25th of the next month. Grace Hill will provide Customer with instructions on how to adjust Customer’s Square Footage. Customer's Square Footage may be subject to periodic audit by Grace Hill. Customer may increase the Square Footage during the Term, but, for purposes of determining the fees for Services, Customer’s Square Footage can be decreased only if Customer can prove to Grace Hill’s satisfaction that Customer no longer owns and/or manages applicable Square Footage and never below ninety percent (90%) of Customer’s Initial Square Footage (the “Minimum Square Footage”). In the event that Customer’s Square Footage falls below the Minimum Square Footage, Grace Hill agrees to negotiate with Customer the terms of an updated Order Form that is based on Customer’s then-current Square Footage, subject to increases in fees per square foot.

VIII. TERMINATION; ADDITIONAL SERVICES; MONITORING RIGHTS

8.1 Termination. This Agreement may be terminated as follows: (i) by either Party immediately if the other Party has materially breached this Agreement (including failure to meet payment obligations under this Agreement) and has failed to cure such breach within sixty (60) days after receipt of written notice from the non-breaching Party; or (ii) by either Party immediately, at any time during the Term, if the other Party: (a) fails to do business in the normal course; (b) becomes the subject of a petition in bankruptcy; (c) becomes the subject of any proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (d) violates any applicable law or regulation in connection with its performance hereunder. Within ten (10) business days of termination or expiration of this Agreement, Grace Hill shall make available to Customer a copy of Customer's database (if any) in a standard structured query language server format via secured file transfer protocol at no additional charge. Customer may also request (at Customer’s expense) copies of documentation reflecting the use, or content, of the Services all subject to any license restrictions in the Agreement and provided that Customer has paid to Grace Hill all fees due under the Agreement. Grace Hill reserves the right to invoice Customer for reasonable administrative costs associated with such documentation requests, which shall be due upon receipt and shall accrue interest at the same rate and in the same manner as all other fees provided in the Agreement.

8.2 Additional Services. Any time during the Term, Customer may add Services by executing another Order Form designated as an “Additional Services Order Form.” Any Additional Services Order Form will not alter the Renewal Date of the then-current Term or serve as a notice of termination of the then-current Term, and the Services ordered therein will be provided pursuant to this Agreement. The Parties may agree to modify the terms of this Agreement upon Renewal only if the Parties execute an Order Form designated as a “Renewal Order Form” more than sixty (60) days before the Renewal Date.

8.3 Right to Monitor and Audit. Grace Hill shall have the right to monitor and audit Customer's access to and use of the Services to ensure compliance with this Agreement. If possible, such monitoring and audit shall be performed remotely and shall include, without limitation, the right to monitor and audit the quantity and authentication of End Users, appropriate use and protection of passwords and accounts, reported Unit Count and Property Count, and the types and quantity of Services accessed. Grace Hill may suspend Customer's access to the Services if it reasonably suspects: (i) that the terms of any license has been violated or that Customer has materially breached this Agreement; or (ii) any prohibited use of the Services; provided, however, that prior to any such suspension, Grace Hill shall provide Customer with five (5) business days’ notice and the opportunity to cure the violation during this five-day period. Customer agrees to reasonably cooperate with Grace Hill at no additional cost to Customer in connection with any activities performed by Grace Hill relating to its audit and monitoring rights under this Agreement. Any suspension of Customer's access to the Services shall not limit or waive Grace Hill's rights to terminate this Agreement.

 

IX. GENERAL

9.1 Compliance with Applicable Law. The Parties shall comply at all times with all applicable laws and regulations in connection with the Services.

9.2 Modification of this Agreement. The terms of this Agreement may only be modified by a written agreement duly signed by both Parties.

9.3 No Third-Party Beneficiaries. This Agreement shall inure to the benefit of and shall be binding upon the Parties' and their respective permitted successors and assigns. There are no third-party beneficiaries to this Agreement.

9.4 Severability/Waivers. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be automatically reformed and construed to be valid, legal, operative, and enforceable to the maximum extent permitted by applicable law while preserving its original intent. The invalidity, illegality, or unenforceability of any part of this Agreement shall not render invalid, illegal, or unenforceable the remainder of this Agreement. Additionally, no waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by both Parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purposes stated in such writing.

9.5 Assignment. This Agreement may not be assigned or transferred by Customer, including by operation of law, without the prior written consent of Grace Hill and such consent will not be unreasonably withheld, and any attempt to do so shall be null and void ab initio.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which together shall constitute one contract. Electronic signatures (including other electronic indications of consent) of this Agreement shall have the same legal validity and enforceability as manually executed signatures. Executed versions of this Agreement may be transmitted electronically, and such versions shall be considered in all respects as originals.

9.7 Choice of Law and Forum. This Agreement shall be governed and interpreted in accordance with the laws of the State of South Carolina without regard to conflict of law principles. Any litigation arising out of or connected to this Agreement shall be brought in a court of competent jurisdiction in Greenville County, South Carolina.

9.8 Survival. The provisions of this Agreement, which by their terms or nature extend beyond the termination of this Agreement (including without limitation Articles III – VI, Section 9.7 and this Section 9.8), shall survive expiration or termination of this Agreement regardless of the cause of such termination.

9.9 Marketing and Trademarks. Customer grants Grace Hill a limited, non-exclusive right to place Customer's trademarks and logos on Grace Hill’s website and on the content made available to Customer.

9.10 Notice. All notices, certificates, or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by certified mail, postage prepaid, return receipt requested, or shall be sufficiently given and deemed given when dispatched by facsimile or electronic mail transmission (with return receipt requested), or by personal delivery addressed as set forth in the Order Form.

9.11 Force Majeure. Except for payment obligations hereunder, if either Party hereto shall be delayed or hindered in, or prevented from, the performance of any act required hereunder for any reason beyond such Party's reasonable control, including but not limited to, strike, lockouts, labor troubles, governmental or judicial actions or orders, riots, insurrections, war, acts of God, inclement weather, or other reason beyond the Party's control (a "Force Majeure Event") then such Party's performance shall be excused for the period of the disability. The Party affected by the Force Majeure Event shall notify the other Party of such Force Majeure Event as provided for herein.

9.12 Relationship of the Parties. Grace Hill and Customer are acting as independent contractors with respect to the activities hereunder. Nothing in this Agreement shall be deemed to create any type of agency, joint venture, or partnership between Customer and Grace Hill. Neither Customer nor Grace Hill shall have any right or authority to bind or obligate the other in any manner to any third party. *** End of Agreement ***

By the signature of its authorized agent below, Customer agrees to this Master Service Agreement.

Customer Signature: ___________________________________________
Date

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