Rootwurks Master Service Agreement
Last Updated February 28, 2022
This Master Services Agreement (“Agreement”) governs Customer’s purchase, license and use of the Rootwurks Services. “Customer” is the organization that you represent in agreeing to this Agreement. If you are not formally affiliated with an organization for whom you are authorized to enter into this Agreement, then you as an individual are the Customer. If you are an individual entering into this Agreement, then the Rootwurks Services made available to you may be limited in Rootwurks’ sole discretion. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.1 “Order” means the Rootwurks order form executed by the parties for purchase of the Rootwurks Services that references this Agreement
1.2 “Rootwurks Services” means the software platform and content (including assessments, audits, action plans, courses, guides) and any other services and functions provided by Rootwurks to Customer (including Rootwurks APIs, documentation and technical support in connection with such services), subsequent updates or upgrades of any of the foregoing made generally available by Rootwurks, and any Rootwurks Materials, Rootwurks Content Modifications, and Rootwurks Custom Content provided to Customer hereunder.
1.3 “Subscription Term” means the subscription period of time specified in the Order during which the Rootwurks Services will be provided to Customer. Usage Allowance
1.4 “Usage Allowance” means any usage limits (e.g. number of Users, number of facilities and designated location), quantities or other parameters specified in the Order with respect to Customer’s access to the Rootwurks Services
1.5 “Users” means the individuals who are designated by Customer to access and use the Rootwurks Services under this Agreement solely for the benefit of Customer, and for whom Customer has issued or approved access credentials. Each User must be a single identified individual using a single login with one unique email address. Customer may permanently (i.e., not for a predefined temporary period of time) replace one named User with another if the original named User no longer has access to the Rootwurks Services.
2. Rootwurks Services
Provision of Services
2.1 Provision of Services. Subject to the terms and conditions of this Agreement, Rootwurks will make available to Customer the Rootwurks Services on a non-exclusive, limited, revocable, non-transferable and non-sublicensable basis only: (a) during the applicable Subscription Term, (b) internally for Customer’s own internal business purposes, and not for resale or license to third parties, (c) by the authorized number of Users, (d) subject to any additional applicable Usage Allowances, and (e) in accordance with the additional Rootwurks Services rights and limitations specified in the Order. Rootwurks may change any Rootwurks Services or features of the Rootwurks Services from time to time; provided that Rootwurks will not materially reduce or degrade the quality of any Rootwurks Services purchased by Customer during the applicable Subscription Term.
3. Support & Feedback
3.1 Rootwurks will provide Support Services for the Rootwurks Services (a) for the duration of the Subscription Term, and (b) to the extent and for the time period that Customer pays the associated fees without interruption. Rootwurks reserves the right, in its sole discretion, to modify, discontinue, add, adapt, or otherwise change its Support Services, but will not take any such action during a Subscription Term that would materially reduce or degrade the applicable Support Services. Support Services will terminate upon expiration or termination of the Subscription Term or upon Customer’s failure to pay applicable fees for such Support Services. “Support Services” means the support and maintenance services for the Rootwurks Services.
Service Level Commitment
3.3 Rootwurks will provide the professional services identified in the Order or set forth in a statement of work. Professional services fees will be specified in the Order or the statement of work. All statements of work will incorporate and be subject to the terms of this Agreement.
4. Fees and Payment & Taxes
Fees and Expenses
4.1 Customer will pay all fees specified in each Order and any applicable additional fees if Customer exceeds the allotted capacity, use or access rights, or other applicable Usage Allowances specified in the Order. Except as otherwise specified herein or in an Order (a) fees are payable in United States dollars, (b) fees are based on Rootwurks Services purchased, (c) payment obligations are non-cancellable and fees paid are non-refundable, (d) all Rootwurks Services will be deemed accepted upon delivery, and (e) the Rootwurks Services purchased cannot be decreased during the relevant Subscription Term. Customer will reimburse Rootwurks for any expenses specified in the Order or otherwise authorized by Customer in writing (including via email). All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Unless otherwise specified in the Order or invoice, all payments by Customer to Rootwurks under this Agreement are due and payable within 30 calendar days of the invoice date.
Past Due Invoices
5. Intellectual Property Rights
Intellectual Property Rights
Customer Materials; Customer Content; Customer Records
Rootwurks Content Modifications
Rootwurks Material; Aggregate Data
Rootwurks Custom Content
Non-exclusivity; Third-Party Material
Use of Confidential Information
Business Associate Agreement
7. Security and Data Privacy
7.1 Rootwurks will operate an information security program designed to protect Customer Content and Customer Records under Rootwurks’ control and utilizing industry standard policies and technologies. As of the Effective Date, the Rootwurks Services run on Amazon Web Services (“AWS”). AWS’s security commitments are set forth at https://aws.amazon.com/compliance/data-protection/ . In the event Rootwurks replaces AWS with another cloud hosting services provider which does not have substantially similar or better security commitments, Rootwurks will notify Customer thereof (email notification is acceptable), and as Customer’s sole remedy, Customer may, on or before 30 days after such notification, terminate this Agreement and receive a pro-rata refund of all pre-paid Rootwurks Services fees corresponding to the portion of the then-current Subscription Term after the date of such termination.
8. Warranties and Disclaimers
Limited Warranty for Services
(b) RELIANCE BY CUSTOMER OR ITS PERSONNEL OR CLIENTS ON ANYTHING IN THE ROOTWURKS SERVICES OR ANYTHING SAID OR DISTRIBUTED BY ROOTWURKS OR ITS AGENTS IN CONNECTION WITH THE ROOTWURKS SERVICES WILL BE AT CUSTOMER’S SOLE RISK. ANY AND ALL USE OF, INTERPRETATIONS AND DECISIONS MADE BY CUSTOMER AS A RESULT OF USING, THE ROOTWURKS SERVICES OR OTHER INFORMATION PROVIDED BY ROOTWURKS UNDER THIS AGREEMENT ALSO INCLUDE THE OPINION AND JUDGMENT OF CUSTOMER. CUSTOMER HAS FULL RESPONSIBILITY FOR THE USE OF, AND ALL SUCH INTERPRETATIONS AND DECISIONS MADE BY CUSTOMER USING, ANY ROOTWURKS SERVICES OR OTHER INFORMATION PROVIDED BY ROOTWURKS UNDER THIS AGREEMENT. ROOTWURKS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE ABILITY, COMPETENCE, KNOWLEDGE OR SKILL OF CUSTOMER’S PERSONNEL OR CLIENTS TO UTILIZE SUCCESSFULLY OR APPROPRIATELY, IN ANY CIRCUMSTANCE, ANY OF THE ROOTWURKS SERVICES.
10. Limitation of Liability
Exclusion of Damages
Failure of Essential Purpose
11. Term and Termination
Term of Agreement
Termination for Breach
Effect of Termination
Suspension of Services
Order of Precedence
No Third-Party Beneficiaries
Modification of Agreement Terms and Conditions