Master services agreement

Master Services Agreement

This Master SaaS Agreement (“Agreement”) is entered into and made effective as of the Effective Date indicated on the attached Order Form, by and between:

(i) ProjectLibre, Inc., a Nevada corporation having an address at 3773 Howard Huges pkwy Ste 500S  Las Vegas, NV 89169-6014 , email: info@ProjectLibre.com (“ProjectLibre”); and

(ii) the person or entity whose identity and contact information are designated on the order form or attached Order Form (“Customer”).

Whereas ProjectLibre is engaged in the business of providing the SaaS services set forth herein, ProjectLibre desires to supply such services to Customer, and Customer desires to obtain such services from ProjectLibre, all in accordance herewith, Now, Therefore, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby mutually agree to all of the provisions hereof.

  1. Services. As designated on one or more mutually executed Order Forms (each an “Order Form”) attached hereto and incorporated herein, the services to be provided by ProjectLibre to Customer hereunder shall consist of the Services described in the following provisions of this Section 1 (“Services”). To the extent that they differ, the provisions of the Order Form shall supersede the provisions of the main body of this Agreement.

  2. Provision of Services as per Order Form. ProjectLibre shall provide Customer with online access to and use of, and Customer shall compensate ProjectLibre for, the ProjectLibre SaaS product offering identified on, and upon the terms (including without limitation pricing and duration) set forth on, the Order Form, together with all updates, bug fixes, error corrections, or other minor enhancements and improvements thereto made available by ProjectLibre. Customer’s use of the Services is subject to any restrictions designated in the Order Form, which may include without limitation restrictions on the number and kind of Customer’s users authorized to use the Services (“Authorized Users”) and to any other restrictions set forth herein. Customer may increase the number of Authorized Users at any time by requesting authorization for additional Authorized Users from ProjectLibre at info@ProjectLibre.com. Following receipt of that request, ProjectLibre will invoice Customer for the number of additional Authorized requested on a co-termed, prorated basis.

  3. License Grant to Services. Subject to the terms and conditions of this Agreement, ProjectLibre hereby grants to Customer a limited term, non-exclusive, non-transferable, non-sublicensable right and license for the Authorized Users to access and use the Services solely for internal business purposes and in accordance with any applicable provisions designated on an Order Form. The foregoing license shall terminate upon the termination of this Agreement or the applicable Order Form. 

  4. License Restrictions. Customer shall not, directly or indirectly, permit any Authorized User or third party to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (iv) use or offer the Services for timesharing or service bureau purposes, or otherwise for the benefit of a third party; (v) remove any proprietary notices from the Services or any other ProjectLibre materials furnished or made available hereunder; (vi) publish or disclose to third parties any evaluation of the Services or any data obtained from the Services; or (vii) use the Services in automatic, semi-automatic, or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data. Customer shall take all reasonable measures to prevent any Authorized User or third party from engaging in or continuing to engage in any of the foregoing activities.

  5. Passwords. ProjectLibre shall issue a password to Customer for each Authorized User. Each password will be unique to a specific Authorized User. Customer and its Authorized Users shall maintain the confidentiality of all passwords and ensure that each password is used only by the Authorized User. Customer is responsible for any and all use that occurs under any Authorized User’s account and all charges incurred from use of the Services accessed with Authorized User’s passwords. Customer shall immediately notify ProjectLibre of any unauthorized use of Customer’s and Authorized Users’ accounts or any other breach of security known to Customer. ProjectLibre shall have no liability for any loss or damage arising from Customer’s failure to comply with the foregoing requirements. Customer shall take all actions reasonably requested by ProjectLibre to terminate access to any and all accounts accessed by an unauthorized user, including without limitation by deactivating any password associated with such account(s).

  6. Password Replacement. Customer shall have the right to replace Authorized Users, provided that Customer notifies ProjectLibre immediately of any such replacement, whereupon ProjectLibre will deactivate any password associated with a replaced Authorized User and issue a new password to the new Authorized User.

  7. Security. ProjectLibre shall implement and adhere to strict industry standard security precautions intended to prevent unauthorized access to any Customer data and shall otherwise provide the Services in accordance with ProjectLibre’s current privacy policy located at http://ProjectLibre.com/privacypolicy.html (the “Privacy Policy”). Customer acknowledges that, notwithstanding such security precautions and privacy measures, use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and gain access to the Services and Customer data. Accordingly, ProjectLibre cannot and does not guarantee the privacy, security, integrity, or authenticity of any information transmitted over or stored using the Services or that any such security precautions will be adequate or sufficient. 

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  9. Customer Responsible for Certain Items. Customer shall be responsible, among other things, for obtaining and maintaining all computer hardware, software, and communications equipment needed to access the Services and for paying all third-party fees and access charges (e.g., ISP, telecommunications, etc.) incurred while using the Services. 

  10. Compensation; Fees; Taxes. As consideration for performing the Services, Customer shall pay to ProjectLibre the fees and other compensation set forth on the applicable Order Form. If ProjectLibre elects to issue Customer invoices for any Services, Customer shall make payment to ProjectLibre within 30 days of the date specified on the invoice by negotiable instrument drawn on U.S. funds or by wire transfer to such account as ProjectLibre shall specify. Payments not received by ProjectLibre when due shall, at ProjectLibre’s sole discretion, be subject to a finance charge from the due date until the payment is made at a rate equal to the lesser of 1.5% per month or the maximum amount allowable under applicable law. Bank fees for returned checks shall be reimbursed by Customer. ProjectLibre shall have the right to terminate this Agreement immediately upon written notice if Customer does not make any payment when it becomes due and payable hereunder or if any check presented is returned due to insufficient funds. Customer shall reimburse ProjectLibre for its reasonable, documented, out-of-pocket expenses in performing the Services. All fees for Services specified herein are exclusive of any U.S. federal, state, or local sales, excise, use, value-added, or other taxes and tariffs. Customer shall pay all taxes that, as per applicable law, accrue to the buyer or beneficiary of services of the type provided by ProjectLibre to Customer hereunder. 

  11. Ownership. Subject to any licenses granted by ProjectLibre to Customer hereunder, as between ProjectLibre and Customer, all right, title, and interest in and to the Services and any other ProjectLibre materials furnished or made available as part of the Services hereunder, and all contributions thereto or derivatives, modifications, or enhancements thereof, including without limitation all rights under copyright and patent and other intellectual property rights, belong to and are retained solely by ProjectLibre or ProjectLibre’s licensors and providers, as applicable. ProjectLibre reserves all rights not expressly granted herein. 

  12. Term. The Term of this Agreement shall begin on the Effective Date and shall automatically renew for an additional one (1) year period on each subsequent anniversary of the Effective Date thereafter unless, at least sixty (60) days prior to an Effective Date anniversary, either party gives the other party written notice of its intent not to so renew.

  13. Termination.

    1. Breach. Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party in the event of a material breach of any of the terms hereof by such other party, provided that such breach has not been cured within such 30-day period.

    2. Insolvency. Either party shall have the right to terminate this Agreement immediately upon written notice if: (i) the other party has a receiver judicially appointed for itself or its property; (ii) the other party makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by, for, or against the other party under any bankruptcy, insolvency, or debtor’s relief law and not dismissed within 45 days; or (iv) the other party is liquidated or dissolved.

    3. Payments. All payments due hereunder are payable in advance of the period to which they apply. ProjectLibre shall have the right to suspend or terminate access to any Services, at its sole option, with or without notice to Customer if: (i) any payment is delinquent by more than sixty (60) days; (ii) if Customer breaches Sections 4 of this Agreement; or (iii) any contact or other information provided to ProjectLibre by Customer is false or fraudulent. 

    4. Effect of Termination. Neither ProjectLibre nor its suppliers shall be liable to Customer or any third party for suspension or termination of Customer’s access to, or right to use, the Services under this Agreement, provided such suspension or termination was effected in good faith. Customer shall owe and pay the balance due for the Services up to the date of termination. Upon the effective date of termination of this Agreement for any reason, Customer and its Authorized Users’ access to the Services shall terminate and Customer shall cease accessing and using the Services immediately. Within thirty (30) days of termination, Customer will purge the Services and any ProjectLibre materials from its infrastructure, return all materials provided in connection with the Services, and provide written notification that the Services have been purged. Sections 4, 11, 14, 16, 17, 18, 20, and 21, of this Agreement shall survive termination for any reason. Section 15 shall survive termination for a period of two years following termination. 

  14. Confidentiality.

    1. Obligations. Each of the parties shall maintain in confidence any proprietary and non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement that the receiving party knows or reasonably should know is considered confidential by the disclosing party (“Confidential Information”). The term Confidential Information shall include: (i) the terms and conditions of this Agreement, including pricing; (ii) any information about Customer’s or its Authorized Users’ utilization of the Services, including without limitation information concerning the companies or industries that Customer or its Authorized Users are researching; and (iii) any Third Party Data labeled as confidential by its provider. The receiving party shall not disclose, use, transmit, inform, or make available to any entity, person, or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect such Confidential Information and the parties’ respective rights therein. Each party shall restrict access to the Confidential Information to those employees or agents who require access in order to perform and who agreed to be bound by these obligations of confidentiality and non-disclosure. Upon termination of this Agreement for any reason, the receiving party shall promptly return or destroy, all copies of the other party’s Confidential Information. After termination or expiration of this Agreement, each party will continue to treat Confidential Information received from the other party (or its suppliers and providers) in accordance with this Agreement, for so long as such information fits the definition of Confidential Information as limited by Section 14.b or until use and disclosure of the information would no longer be restricted by law even if this Agreement remained in full force. Notwithstanding anything in this Agreement to the contrary, ProjectLibre shall have the right to use and disseminate any data or information arising from the Services on an aggregated and anonymous basis only in connection with general enhancement and updates to the Services and for no other purpose whatsoever.

    2. Exclusions. Confidential Information shall not include any information that is: (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the disclosing party and who rightfully acquired such information; or (iv) independently developed by or for the receiving party without use of or reference to any Confidential Information. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order, or other judicial or governmental process shall not be considered a breach of this Agreement, provided that the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure. 

  15. Non-Solicitation. During the term hereof and for a period of 2 years after the termination hereof, Customer shall not directly solicit for employment, hire away, or otherwise engage any employee or independent contractor of ProjectLibre.

  16. Warranties, Disclaimers. 

    1. ProjectLibre Warranties. ProjectLibre represents and warrants that ProjectLibre has in place policies and procedures designed to adhere to the laws, rules, and regulations applicable to the securities industry, including without limitation policies and procedures applicable the provision of material, non-public information, and that the Services do not contain any material, non-public information. 

    2. Disclaimers. Neither ProjectLibre nor its suppliers, licensors, or Data Providers warrant that Customer’s use of the Services will be uninterrupted or that the Services will be error-free. Both parties acknowledge that software has inherent limitations, and ProjectLibre does not warrant that the Services will meet Customer’s requirements. EXCEPT AS SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ProjectLibre MAKES NO WARRANTIES (WHETHER IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) FOR THE SERVICES OR ANY DATA TRANSMITTED THROUGH THE SERVICES. ProjectLibre AND ITS SUPPLIERS, LICENSORS, AND PROVIDERS EXPRESSLY DISCLAIM ALL EXPRESS, STATUTORY, AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  17. Indemnification. 

    1. ProjectLibre shall indemnify, defend, or at its option settle, any third party claim or suit based on a claim that the Services (excluding any third party software) violate, infringe, or misappropriate any United States copyright, trademark, or trade secret, and ProjectLibre shall pay any final judgment entered against Customer in any such proceeding or agreed to in settlement, provided that: (i) ProjectLibre is promptly notified in writing of such claim or suit; (ii) ProjectLibre or its designee has control of such defense or settlement, provided, however, ProjectLibre will not settle any claim or suit without the prior written consent of Customer; and (iii) Customer gives information and assistance reasonably requested by ProjectLibre or its designee. To the extent that use of the Services is enjoined, but without derogating from ProjectLibre’s indemnification obligations set forth above, ProjectLibre may at Customer’s option either: (a) procure for Customer the right to use the Services; (b) replace the Services with other suitable products; or (c) refund the prepaid portion of the fee paid by Customer for the Services or the affected part thereof. ProjectLibre and its suppliers shall have no liability under this Section 17 or otherwise to the extent a claim or suit is based upon: (1) use of the Services in combination with software or hardware not provided by ProjectLibre if infringement would have been avoided in the absence of such combination; (2) modifications to the Services not made by ProjectLibre, if infringement would have been avoided by the absence of such modifications; or (3) modifications made to the Services by ProjectLibre but for which the design or specifications were dictated by the Customer, if infringement would have been avoided by the absence of such modifications. THIS SECTION 17 STATES PROJECTLIBRE’S AND ITS SUPPLIERS’ ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR VIOLATION, INFRINGEMENT, AND MISAPPROPRIATION CLAIMS BASED ON THE SERVICES.

  18. Limitation Of Liability. 

    1. Limitation on Direct Damages. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICES FOR THE PERIOD OF TWELVE (12) MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. 

    2. Waiver of Special Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    3. Exceptions to Limitation of Liability. The limitations of liability set forth in this Section 18 shall not apply to: (i) losses or damages due to either party’s gross negligence, willful misconduct, or fraud; or (ii) either party’s indemnification obligations set forth in Section 17. 

  19. Marketing/Use Of Name. Except as otherwise set forth herein, ProjectLibre may refer to the Customer or Customer’s related funds, entities, or affiliates (together, the “Customer Group”) in any publicity materials, advertising, sales promotions, trade shows, or marketing materials or similar communications. 

  20. Governing Law; Venue; Dispute Resolution. This Agreement shall be governed by the laws of the State of Nevada, excluding its conflict of laws rules. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. Any dispute or action arising out of or relating to this Agreement shall be submitted to and determined exclusively by binding arbitration under the then current Commercial Arbitration Rules of the American Arbitration Association and shall be adjudicated in Las Vegas, Nevada. With respect to the enforcement of such arbitration’s findings, each of the parties hereby irrevocably submits to the exclusive jurisdiction of the courts of the state of Nevada and the United States of America, in each case located in Las Vegas, Nevada and waives any objection to venue being laid in such Courts whether based on the grounds of venue, forum non conveniens, or otherwise. EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT.

  21. General. The parties to this agreement are independent entities, and no agency, partnership, franchise, joint venture, or employee-employer relationship is intended or created by this Agreement. All notices to a party shall be in writing and sent to the addresses specified in the Order Forms or such other address as a party notifies the other party in writing, and shall be deemed to have been duly given: (i) when received, if personally delivered; (ii) when receipt is electronically confirmed, if transmitted by facsimile or email; (iii) the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement may not be assigned or transferred by either party without the other party’s prior written consent, except that ProjectLibre may without seeking or obtaining such consent assign this Agreement to its successor-in-interest by way of merger or acquisition. Any assignment in derogation of the foregoing is null and void ab initio. This Agreement, together with any addenda, schedules, and exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings between the parties relating to the subject matter hereof. These Terms and the Privacy Policy may be reasonably updated by ProjectLibre from time to time. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement. Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control including, without limitation, acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism, or governmental demands or requirements. Pre-printed terms and conditions on or attached to any Customer purchase order shall be of no force or effect