SeedMetrics, LLC
Master Services Agreement
This Master Services Agreement ("Agreement") is effective upon execution of an Order Form, or other web form referencing this Agreement, by and between SeedMetrics, a Virginia Limited Liability Company ("SeedMetrics"), and the party named as the customer ("Client") in such Order Form. This Agreement sets forth the terms and conditions under which SeedMetrics will grant the Client access to its software as a service (SaaS) platform, as described at https://www.seedmetrics.io, as well as any related services by SeedMetrics, if applicable, each as described on the applicable Order Form.
1. Definitions
1.1 Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.
1.2 Agreement: This Master Services Agreement, including all Order Forms and related documents.
1.3 Client Data: Electronic data and information submitted by or for Client to the Services, excluding Content and Non-SeedMetrics Applications.
1.4 Content: Information, data, or other materials provided by SeedMetrics to the Client through the Services.
1.5 Order Form: An ordering document specifying the services to be provided by SeedMetrics to the Client, including any addenda and supplements thereto.
1.6 Services: The products and services that are ordered by Client under an Order Form and made available by SeedMetrics, including any associated offline or mobile components.
1.7 User: An individual who is authorized by Client to use a Service and has been provided a user identification and password.
2. SeedMetrics Responsibilities
2.1 Provision of Services: SeedMetrics will provide the Services as outlined in the applicable Order Forms, including standard support at no additional charge.
2.2 Security and Data Protection: SeedMetrics will maintain administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Client Data.
2.3 Compliance with Laws: SeedMetrics will provide the Services in accordance with applicable laws and regulations.
3. Client Responsibilities
3.1 User Compliance: Client is responsible for Users' compliance with this Agreement.
3.2 Data Accuracy and Legality: Client is responsible for the accuracy, quality, and legality of Client Data.
3.3 Usage Restrictions: Client shall not (a) make the Services available to anyone other than Client or Users, (b) sell, resell, license, or lease the Services, (c) interfere with the integrity or performance of the Services, or (d) attempt to gain unauthorized access to the Services.
4. Fees and Payment
4.1 Fees: Client will pay all fees as specified in the Order Forms. Fees are based on Services purchased and not actual usage.
4.2 Invoicing and Payment: Unless otherwise stated on the Order Form, Subscription Fees are billed monthly in advance of the service period upon execution of the Order From and upon each renewal thereof. Unless otherwise stated in the Order Form, Professional Service Fees billed monthly and are due 15 days after the invoice has been sent.
4.3 Overdue Charges: Any overdue payments may accrue late interest at the rate of 1.5% of the outstanding balance per month.
4.4 Billing Disputes: Customer agrees that it will notify SeedMetrics within 15 days of receipt of an invoice if it intends to dispute the amounts owed under such invoice.
5. Proprietary Rights and Licenses
5.1 Reservation of Rights: SeedMetrics retains all rights, title, and interest in the Services, including all related intellectual property rights.
5.2 License by Client: Client grants SeedMetrics a license to use, host, and display Client Data as necessary to provide the Services.
5.3 Grant of License: Provider grants to Client a non-exclusive, non-transferable, worldwide right to use the Services, solely for Client's own internal business purposes, subject to the terms of this Agreement.
Client acknowledges that this Agreement is a services agreement and Provider will not be delivering copies of the software to the Client as part of the Services.
5.4 Restriction of Grant: Except as otherwise specifically permitted in this Agreement, Client may not:
Modify or create any derivative works of the Services, Platform, or documentation, including translation or localization. Code written to published APIs (application programming interfaces) for the Platform shall not be deemed derivative works.
Copy the Services or Platform except as provided in this Agreement or elsewhere by Provider.
Sublicense or permit simultaneous use of the Services or Platform by more than one user, as defined by a username provisioned through the platform.
Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for any Services or Platform, except to the extent applicable laws specifically prohibit such restriction.
Redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to any Services or Platform. The Services or Platform may not be transferred under any circumstances.
Remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the Services or Platform without the written consent from Provider.
6. Confidentiality
6.1 Definition of Confidential Information: All non-public information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential.
6.2 Protection of Confidential Information: Each party agrees to protect the confidentiality of the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information.
7. Warranties and Disclaimers
7.1 SeedMetrics Warranties: SeedMetrics warrants that (a) the Services will perform materially in accordance with the applicable documentation, and (b) SeedMetrics will not materially decrease the overall security of the Services during the term of this Agreement.
7.2 Disclaimers: Except as expressly provided herein, the Services are provided “as is” without any warranties of any kind.
8. Indemnification
8.1 Indemnification by SeedMetrics: SeedMetrics will defend Client against any third-party claim that the Services infringe upon any intellectual property rights.
8.2 Indemnification by Client: Client will defend SeedMetrics against any claim arising from Client's use of the Services in violation of this Agreement.
9. Limitation of Liability
9.1 Limitation: SeedMetrics' total liability arising out of or related to this Agreement shall not exceed the total amount paid by Client in the 12 months preceding the incident.
9.2 Exclusion of Consequential Damages: Neither party shall be liable for any indirect, special, incidental, or consequential damages.
10. Term and Termination
10.1 Term of Agreement: This Agreement commences on the date Client first accepts it and continues until terminated by either party.
10.2 Termination for Cause: Either party may terminate this Agreement for cause upon 30 days' written notice of a material breach if such breach remains uncured at the end of the notice period.
10.3 Refund or Payment upon Termination: If the Agreement is terminated by Client for cause, SeedMetrics will refund any prepaid fees covering the remainder of the term. If terminated by SeedMetrics for cause, Client will pay any unpaid fees covering the remainder of the term.
11. Dispute Resolution
11.1 Binding Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved by binding arbitration. The arbitration shall be conducted in Richmond, Virginia, and shall be administered by the American Arbitration Association.
11.2 Governing Law: The arbitration and any related proceedings shall be governed by the laws of Virginia, without regard to its conflict of law principles.
11.3 Arbitration Costs: The costs of arbitration, including the fees and expenses of the arbitrator, shall be shared equally by the parties. Each party shall bear its own costs and attorney's fees, unless the arbitrator rules otherwise in the final award.
11.4 Exclusive Jurisdiction: The parties agree that any arbitration award may be entered in any court having jurisdiction and shall be final and binding on the parties.
12. Intellectual Property Rights
12.1 Ownership: All intellectual property rights in and to the Services, including any enhancements, improvements, or modifications thereto, are and shall remain the exclusive property of SeedMetrics or its licensors.
12.2 No Transfer of Rights: Except as expressly provided in this Agreement, no rights are granted to Client under this Agreement in respect of any SeedMetrics intellectual property, including patents, copyrights, trade secrets, trademarks, or other proprietary rights.
12.3 Use of SeedMetrics IP: Client shall not use any SeedMetrics intellectual property except as necessary for the proper use of the Services, and shall not modify, adapt, translate, create derivative works from, or reverse engineer any part of the Services or SeedMetrics intellectual property.
12.4 Feedback License: Any feedback, suggestions, or ideas provided by Client regarding the Services may be used by SeedMetrics without any obligation to Client, and Client hereby grants SeedMetrics a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and distribute such feedback.
13. General Provisions
13.1 Governing Law: This Agreement is governed by the laws of Virginia, without regard to its conflict of laws principles.
13.2 Assignment: Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party.
13.3 Publicity: SeedMetrics shall have the right to use any of Client’s logos on its website for promotional purposes, subject to Client's standard terms and conditions for logo use. Such use of the Client’s logos will not imply endorsement or approval by the Client of SeedMetrics’ services and shall be in accordance with any brand guidelines provided by the Client.
13.4 Non-Exclusivity: This Agreement does not create an exclusive relationship between the Client and SeedMetrics. The Client is free to engage with other providers for similar services, and the Provider is free to offer similar services to other clients.
13.5 Statistical Information: SeedMetrics may compile and use statistical information derived from the operation of the Services and may make such information publicly available, provided that such statistical information does not include any data that would identify the Client Data or include the Client’s name. SeedMetrics retains all intellectual property rights in such statistical information.
13.6 Entire Agreement: This Agreement, including all Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements.
Last Updated: August 22, 2024