Master Agreement
Last Update: January 23, 2026
This Master Agreement (“Master Agreement”) is entered into by and between Customer and PeopleGuru, Inc., a Florida corporation, or one of its related entities (“Guru”), as part of an Order Form executed by Customer and is effective as of the date Guru accepts the Order Form executed by Customer (“Effective Date”).
Guru provides subscription-based software and related services for time and attendance, payroll, benefits administration, HR, and related services as defined below (“Service”), and Customer, in order to subscribe to the Service, agrees to the business relationship and allocation of responsibilities regarding the Service as set forth in this Agreement:
1. Definitions.
“Agreement” means any fully executed Order Form, together with its applicable Order Form Terms and Conditions, and this Master Agreement, all of which together are the Agreement of the parties.
“Affiliates” means any entities controlling, controlled by, or under common control with PeopleGuru, Inc.
“Authorized Parties”means Customer’s Employees and third parties authorized to access the Service.
“Biometric Data” means any biometric identifiers or biometric information, including fingerprints, facial geometry, voiceprints, retina or iris scans, or similar data, that are regulated or classified as sensitive personal data under any applicable privacy or data protection law, including without limitation the Illinois Biometric Information Privacy Act (740 ILCS 14), the Texas Capture or Use of Biometric Identifier Act, the California Consumer Privacy Act and California Privacy Rights Act, the EU General Data Protection Regulation, and any similar or successor laws, and as further described in Guru’s online Biometric Privacy Policy.
“Confidential Information” means (a) any software utilized by Guru in the provision of the Service and its respective source code; (b) Customer Data; (c) each party’s business or technical information, including but not limited to the Documentation, training materials, any information relating to software plans, designs, costs, prices, names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or the receiving party knows or reasonably should know is confidential or proprietary; and (d) the terms and pricing of any Order Form.
“Customer Data” means the electronic data or information submitted by Customer or Authorized Parties to the Service.
“Documentation” means Guru’s electronic and hardcopy user guides and related materials for the Service, which may be updated from time to time.
“Employee” means an active person record managed by the Service which includes, but is not limited to, employees, candidates for employment, consultants, contingent workers, independent contractors, volunteers, or retirees of Customer. The number of permitted Employees will be as set forth in the applicable Order Form. Information related to former employees, consultants, contingent workers, independent contractors, volunteers, and retirees in the form of static historical records may be maintained in the Service without being included in the calculation of the number of Employees, unless self-service access to the record through the Service is provided to the individual.
“Guru Services” means outsourced check printing, payment, Tax Filing, complete pay, and year-end services as described herein.
“Hardware as a Service Services” means the provision by Guru of Timeclock hardware on a subscription basis and Hardware Support Services.
“Hardware Support Services” means maintenance and repair services provided by Guru on Timeclock hardware owned by Customer that has been purchased from Guru or is approved for Hardware Support Services by Guru.
“Hosting Services” means the provision of network infrastructure, computer hardware, third-party software, and database administration services and connectivity to Customer by Guru. Standard Hosting Services consist of a common infrastructure shared with other Customers and their end users, which during periods of high use may negatively affect Service performance.
“Intellectual Property Rights” means all common law and statutory intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
“Law” means any local, state, federal or foreign law, treaties, or regulations applicable to a respective party.
“Order Form”means the separate ordering document under which Customer subscribes to the Service in accordance with the Order Form Terms and Conditions and this Master Agreement.
“Software Services” means Guru’s software-as-a-service applications and Android and Apple phone apps, and other services provided by Guru as described in the Documentation.
“Service” means Software Services, Guru Services, Hardware Services, Hosting Services, Data Exchange, consulting services, and other services provided by Guru.
“Statement of Work” or “SOW” refers to a separate written agreement between the parties in which Customer engages Guru to provide implementation assistance, modifications or enhancements for Customer’s use of the Service.
“Third Party Service Provider” means a business entity with whom Guru has an agreement related to delivery of certain portions of the Software Services, Guru Services, or the Service to Customer. Third Party Service Providers are Authorized Parties and in certain circumstances may be granted access to Customer Data to perform their duties.
2. Provision and Use of the Service.
2.1 Service Provision. Guru shall make the Service available to Customer during the Term in accordance with the Documentation Customer acknowledges that it is Customer’s responsibility to set up and maintain its computer equipment, as well as human resource, time and attendance, payroll and tax operational procedures to access the Service. Customer may request additional guidance and Guru may, in its sole discretion, provide additional guidance or support at the rates set forth in an applicable Order Form or SOW; however, Guru assumes no responsibility for the results to be achieved by Customer’s use of such guidance, support, or information. Guru will use Customer Data to provide the Service and address technical issues, and shall not disclose Customer Data except to Authorized Parties or as required by Law.
2.2 Service Availability. Guru targets 99.9% monthly uptime for the Service, excluding planned and emergency maintenance or force majeure events. Customer may contact Guru within 5 days of any unscheduled outage that exceeds 1 hour in duration and request a credit of up to 5% of the monthly Software Service fees for that unscheduled outage. In no case shall the outage credits in any given month exceed 50% of the monthly Software Service fees invoiced by Guru, and the credits may be used only for payment of future invoices from Guru. Total Service uptime and unscheduled Service outage time shall be solely determined by Guru.
2.3 Customer Support and CRM. Customer shall submit all non-emergency support requests, issue reports, and service inquiries exclusively through Guru’s designated customer relationship management or support ticketing system (“CRM”) in accordance with Guru’s then-current support policies. Except for system-wide outages, Guru shall have no obligation to respond to or be deemed on notice of any support request or issue not submitted through the CRM. Timeframes for response, resolution, service credits, warranty remedies, and service level measurements shall be calculated solely from the time a valid support ticket is created in the CRM. The support provided under this Master Agreement does not include direct support of Employees.
2.4 Training and Consulting. Training and consulting shall be provided as agreed in an Order Form or SOW. Customer is required to reimburse reasonable travel and related expenses of Guru personnel. Work under $1,000, exclusive of expense reimbursement, may be authorized by email.
2.5 Customer Obligations. Customer shall use the Service in accordance with the Documentation solely for its internal business purposes and not for the benefit of any third parties, including any entity that is not expressly identified in an Order Form. Customer shall be solely responsible for its Authorized Parties’ compliance with this Agreement and for all Customer Data. Customer shall prevent unauthorized access to, or use of, the Service, and notify Guru promptly of any such unauthorized access or use. Customer shall not: (i) use the Service in violation of applicable Laws; (ii) in connection with the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store malicious code, including but not limited to viruses, worms, time bombs, and Trojan horses in connection with the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v)attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation. Customer shall designate a maximum number of named Authorized Parties as listed in the applicable Order Form to request and receive support services from Guru. Named Authorized Parties must be trained on the Guru product(s) for which they initiate support requests. Customer shall be liable for the acts and omissions of all Authorized Parties relating to this Agreement and any other agreement between the parties.
2.6 Statements of Work. Each Statement of Work shall be in writing and describe the scope of work in detail, establishing a schedule for performance of the work, the cost for completion, and payment. Customer agrees that its use of the Service is conditioned upon its timely payment of all Statements of Work.
3. Fees.
3.1 Invoices & Payments. Fees for the Service will be invoiced in accordance with the applicable Order Form. All fees are quoted and payable in United States dollars and are based on Service rights acquired and not actual usage. Customer shall provide Guru with complete and accurate billing and contact information, including a valid email address for receipt of invoices. Upon receipt of an invoice, Customer shall immediately review same and notify Guru of any billing errors or invoice adjustments Customer believes it is due. No refund or credit will be given for invoice billing errors or invoice adjustments that are requested more than sixty (60) days after the invoice date.
3.2 Non-cancelable & non-refundable. Except as specifically stated in Section 8.2 “Warranty Remedies”, Section 9.1 “Indemnification by PeopleGuru”, and Section 11.2 “Termination”, all payment obligations under all Order Forms are non-cancelable, and all payments made are non-refundable. The license rights for the number of Employees set forth on any respective Order Form cannot be decreased during the then current Term.
3.3 Overdue Payments. Any payment not received from Customer by its due date will accrue interest at the maximum rate permitted by Law. Customer also agrees to reimburse Guru for all costs of collection of overdue payments, including attorneys’ fees and costs incurred by Guru, whether or not litigation is instituted to collect payments, including bankruptcy and appellate proceedings.
3.4 Non-Payment and Suspension of Service. If Customer’s account is more than thirty (30) days past due (except with respect to charges subject to a reasonable and good faith dispute), in addition to any other rights or remedies it may have under this Agreement, any other agreement between the parties, or by Law, Guru may suspend Customer’s access to the Service, without liability to Customer, until such amounts are paid in full.
3.5 Taxes. Guru’s fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, excise, use or withholding taxes (collectively, “Taxes”). Customer is solely responsible for paying all Taxes associated with this Agreement and the Service, excluding Guru’s U.S. income taxes. If Customer is obligated to withhold any amounts under any Law other than U.S. income tax law, Customer shall gross up the payments so that Guru receives the amount actually quoted and invoiced. If Guru has a legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Guru with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.6 Account Verification. Subscriptions are based upon Employee and transaction counts and other metrics as set forth in pricing schedules in Order Forms. Guru has the right to review and audit all metrics used to calculate the fees and charges including, but not limited to, Employee and transaction counts on its hosted servers at any time periodically to verify that usage does not exceed the metrics established in the Order Forms. If such a review or audit reveals that fees or charges are due in addition to those previously reported, Customer agrees to pay these additional fees or charges immediately upon demand.
4. Proprietary Rights.
4.1 Ownership and Reservation of Intellectual Property Rights. Guru and its licensors own all right, title and interest in and to the Service, Documentation, and other Guru Intellectual Property Rights and reserve all rights thereto, subject to the limited rights expressly granted to Customer herein.
4.2 Subscription Grant. Guru hereby grants Customer a non-exclusive, non-transferable right to use the Service and Documentation solely for Customer’s internal business purposes during the Term, subject to the terms of this Agreement.
4.3 Subscription Restrictions. Customer shall not (a) modify, copy or create any derivative works based on the Service or Documentation; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein; (c) reverse engineer or decompile any portion of the Service or Documentation including, but not limited to,any software utilized by Guru in the provision of the Service and Documentation; (d) access the Service or Documentation in order to build any commercially available product or service; or (e) copy any features, functions, integrations, interfaces or graphics of the Service or Documentation.
4.4 Customer Data. Customer owns Customer Data. Guru owns the aggregated and statistical data derived from the operation of the Service, including, without limitation, the number of records in the Service, the number and types of transactions, configurations, and reports processed in the Service and the performance results for the Service (the “Aggregated Data”). Nothing herein shall be construed as prohibiting Guru from utilizing the Aggregated Data for purposes of operating Guru’s business.
4.5 Customer Feedback. Customer grants Guru a perpetual royalty-free, worldwide, transferable, irrevocable license to use or incorporate any Customer Feedback into the Service.
5. Confidentiality.
5.1 Confidentiality. Each party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement or any other agreement between the parties, except with the other party’s prior written permission or as described in the Compelled Disclosure section below. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.
5.2 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of this Agreement, provided the party so compelled, unless prohibited by Law, promptly provides the other party with prior notice of such compelled disclosure and provides reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
5.3 Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of the confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies at law are inadequate and irreparable harm will result from disclosure.
5.4 Exclusions. Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the other party; (b) was known to a party prior to its disclosure by the other party without benefit of any obligation owed to the other party; (c) was independently developed by a party without breach of any obligation owed to the other party; or (d) is received from a third party without breach of any obligation owed to the other party. Customer Data is not subject to the exclusions set forth in this section.
6. Customer Data Protection and Retention.
6.1 Protection and Security. During the Term of this Agreement, Guru shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality and integrity of Customer Data in accordance with industry standards.
6.2 Unauthorized Disclosure. If either party believes that there has been a disclosure of Customer Data to anyone other than an Authorized Party or Guru, such party must promptly notify the other party. Additionally, each party will reasonably assist the other party in remediating or mitigating any potential damage, including any notification which should be sent to individuals impacted or potentially impacted, or the provision of credit reporting services to such individuals. Each party shall bear the costs of such remediation or mitigation to the extent the breach or security incident was caused by it.
6.3 Customer Responsibility. Customer is solely responsible for the content, accuracy, and legality of its Customer Data, including compliance with all applicable data protection, privacy, and retention Laws. Customer shall not upload Customer Data that infringes on the rights of or causes harm to a third party or violates any Law.
6.4 Customer Data Retention. During the Term, the Service provides configurable, system-defined data retention settings for Customer Data. Any retention periods described in this Agreement or the Documentation reflect default system configurations only and do not constitute a representation, warranty, or obligation that Customer Data will be retained for any specific period. Customer is solely responsible for configuring, monitoring, and enforcing its own data retention, deletion, and compliance requirements under applicable Law. Upon expiration or termination of this Agreement, Customer Data shall be retained or deleted in accordance with Section 11.4 (Retrieval of Customer Data). Except as legally required, Guru shall have no obligation to retain Customer Data beyond the post-termination retrieval period. Customer acknowledges that certain categories of data, including biometric identifiers and banking information, may be subject to additional legal requirements, and Customer remains solely responsible for compliance with such requirements.
7. Biometric Data. If use of the Service includes the collection, use, storage, or processing of Biometric Data, the Parties agree as follows:
7.1 Biometric Privacy Policy. Guru’s collection, use, storage, retention, disclosure, and destruction of Biometric Data shall be governed by Guru’s online Biometric Privacy Policy, which is incorporated herein by reference and made part of this Agreement.
7.2 Customer Responsibilities. Customer represents and warrants that it has provided all notices and obtained all legally required written releases, consents, and authorizations from Employees and other individuals whose Biometric Data is processed through the Service, in compliance with all Biometric Data applicable Law.
7.3 Reliance. Guru may rely on Customer’s representations regarding compliance with Biometric Data privacy Laws and shall have no obligation to independently obtain written releases or consents from such individuals.
7.4 Retention and Destruction. Biometric Data shall be retained and permanently destroyed in accordance with Guru’s Biometric Privacy Policy and applicable Law, regardless of any Customer-configured retention settings.
7.5 imitation of Use. Guru shall not sell, lease, trade, or otherwise profit from Biometric Data.
8. Warranties & Disclaimers.
8.1 Warranties. Each party warrants that it has the authority to enter into this Agreement and that doing so does not constitute a breach of any other existing agreement it has entered into and, in connection with its performance of this Agreement, shall comply with all Laws applicable to it related to data privacy, international communications and the transmission of technical or personal data. Customer acknowledges that the Service is a work-in-progress and may be modified substantially during the Term, provided that no modifications will be made by Guru that impair Customer’s use. Guru warrants that during the Term the Service will perform materially in accordance with the Documentation, which may change.
8.2 Warranty Remedies. As Customer’s exclusive remedy and Guru’s sole liability for breach of the warranty set forth in Section 8.1, Guru shall correct the non-conforming Service at no additional charge to Customer or, in the event Guru is unable to correct such deficiencies after good-faith efforts, Guru shall refund Customer amounts paid that are attributable to the defective Service from the date Guru received such notice. To receive warranty remedies, Customer must promptly report deficiencies in writing to Guru, but no later than thirty (30) days from the first date the deficiency is identified by Customer.
8.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED HEREIN, THE SERVICE IS PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GURU MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION. GURU DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED.
9. Indemnification.
9.1 Indemnification by Guru. Guru shall defend, indemnify and hold Customer harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or broughtagainst Customer by a third party alleging that the use of the Service as contemplated hereunder infringes a copyright, a U.S. patent, a PCT patent application, or a trademark of a third party; provided, however, that Customer: (a) promptly gives written notice of the Claim to Guru; (b) gives Guru sole control of the defense and settlement of the Claim (provided that Guru may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Guru, at Guru’s cost, all reasonable assistance. Guru shall have no obligation to indemnify Customer in the event of: (i) modification of the Service by Customer, its Employees, or Authorized Parties in conflict with Customer’s obligations, or as a result of any prohibited activity as set forth herein; (ii) use of the Service in a manner inconsistent with the Documentation; (iii) use of the Service in combination with any other product or service not provided or approved by Guru; or (iv) use of the Service in a manner not otherwise contemplated by this Agreement. If Customer is enjoined from using the Service or Guru reasonably believes it will be enjoined, and such threatened or actual injunction would require indemnification, Guru shall have the right, at its sole option, to obtain for Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Guru, then use of the Service may be terminated at the option of Guru, and Guru’s sole liability shall be to refund any prepaid fees for the Service that were to be provided after the effective date of termination.
9.2 Indemnification by Customer. Customer agrees to defend, indemnify, and hold harmless Guru from all claims, suits, actions, losses, damages, judgments, costs, and expenses that may result from any actual or alleged patent, trademark, trade secret, copyright or other proprietary rights infringement or misappropriation claims arising from any unauthorized modification or misuse of the Service by Customer.
10. Limitations and Exclusions of Liability and Damages.
10.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO: (A)EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, (B) CUSTOMER’S PAYMENT OBLIGATIONS, AND (C) GURU’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY’S (OR GURU’S THIRD PARTY LICENSORS’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER IN CONSIDERATION FOR GURU’S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD OF THE SERVICE FROM WHICH THE CLAIM AROSE (OR, FOR A CLAIM ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID FOR THE FIRST TWELVE MONTH PERIOD).
10.3 Exclusion of Damages. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS AND GURU’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
10.4 Liability for Damages. Any Guru Affiliate that is not expressly identified as a party to an Order Form with Customer shall have no liability or obligation arising out of or relating to this Agreement.
11. Term and Termination.
11.1 Term of Agreement. The term of this Agreement commences on the Effective Date and continues until the stated term in all Order Forms has expired or otherwise been terminated (“Term”). Subscriptions to the Service commence on the date, and are for a period, as set forth in the applicable Order Form(s).
11.2 Termination. Either party may terminate this Agreement: (a) upon thirty (30) days’ prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (b) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event this Agreement is terminated, all other agreements between the parties shall simultaneously terminate.
11.3 Effect of Termination. Upon termination of this Agreement, Customer shall, as of the date of such termination, immediately cease all access to and use of the applicable Service and Documentation , and all rights granted to Customer under this Agreement shall terminate. Termination for any reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Guru prior to the effective date of termination. Upon termination, all future amounts due under all Order Forms shall be accelerated and become due and payable immediately.
11.4 Retrieval of Customer Data. During the Term of this Agreement, Customer may access the system and download data using Guru’s standard or ad hoc reporting. Upon written request by Customer made prior to expiration or termination of this Agreement, Guru shall make Customer Data available to Customer through the Service for a period of up to ten (10) days on a limited read-only basis for the sole purpose of Customer retrieval of Customer Data. Guru shall have no obligation to make Customer Data available to Customer through the Service if Customer has not prepaid the applicable fees for such access. After such ten (10) day period, Guru will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data. Guru will have no obligation to make Customer Data available until Customer has paid any present and/or past-due billing, and paid all future amounts due under all Order Forms.
11.5 Early Termination. Customer may terminate an applicable Order Form for convenience upon at least ninety (90) days’ prior written notice. If such termination occurs before the expiration of the applicable Term or any minimum contract term commitment, Customer shall pay a buy-out fee (the “Buy-Out Fee”) to the applicable Guru legal entity identified in the Order Form. The Buy-Out Fee shall equal the greater of: (a) the number of months remaining in the applicable Term or minimum contract term commitment multiplied by the average monthly fees paid or payable for the applicable Service during the twelve (12) months immediately preceding termination (or such shorter period if less than twelve months); or (b) if applicable fees have not yet been paid, the estimated monthly fees that would have been payable under the applicable Order Form. Guru shall invoice the Buy-Out Fee within thirty (30) days after receipt of Customer’s termination notice. Customer shall pay the Buy-Out Fee within thirty (30) days of invoice receipt. Failure to timely pay the Buy-Out Fee shall render the termination notice null and void, and the applicable Order Form shall remain in full force and effect unless and until proper notice and payment are made. Early termination for convenience does not limit either party’s rights to terminate for cause or insolvency and does not affect accrued payment obligations or surviving provisions.
11.6 Surviving Provisions. The following provisions of this Master Agreement shall not survive and will have no further force or effect following any termination or expiration of this Master Agreement: Sections 2.1, 2.2, 2.3, 2.4, 4.2, 6.2, 6.4, and any Order Form(s) then in effect, except for the payment provisions contained therein. All other provisions of this Master Agreement shall survive any termination or expiration of this Agreement.
12. General Provisions.
12.1 Relationship of the Parties. The parties are independent contractors. This Agreement and other agreements between the parties, unless expressly stated otherwise, do not create nor are they intended to create a partnership,franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement or any other agreement between the parties.
12.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) delivery by a nationally recognized overnight courier with written confirmation of receipt; (c) the third business day after first class mailing; or (d) email transmission to the notice email address specified in the applicable Order Form, provided no automated delivery failure notice is received.. Notices to Guru shall be addressed to the attention of its CEO and sent to legal@peopleguru.com and PeopleGuru, 101 S Hoover Blvd, Suite 100, Tampa FL 33609. Notices to Customer shall be addressed to Customer’s notice contact specified in the applicable Order Form. Either party may update its notice information by providing written notice pursuant to this Agreement.
Notice periods under this Agreement shall commence on the first business day following the effective date of the notice.
12.3 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right, except as expressly set forth herein.
12.4 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Guru or Customer employees, respectively), computer attacks or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
12.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement and all other agreements between the parties in their entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement and all other agreements between the parties and all past due fees are paid in full, except that Customer shall have no right to assign this Agreement or any other agreement between the parties to a competitor of Guru. Any attempt by a party to assign its rights or obligations under this Agreement or any agreement between the parties in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.6 Governing Law, Venue, and Waiver of Jury Trial. This Agreement and all other agreements between the parties shall be governed exclusively by the internal laws of the State of Florida, without regard to its conflict of laws rules. Jurisdiction and venue of any action arising between the parties shall be exclusively in Hillsborough County, Florida. Each party hereby waives its right to jury trial in any action arising out of or related to this Agreement or any agreement between the parties.
12.7 Class Action Waiver. Each party agrees that any dispute, claim, or controversy arising out of or relating to this Agreement shall be brought solely in such party’s individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The parties, for themselves and their Authorized Parties, expressly waive any right to participate in a class action, private attorney general action, or other representative action. This class action waiver is an essential part of the Agreement and shall survive termination or expiration.
12.8 Third Party Service Providers. Guru may use third party service providers and subcontractors (each, a “Third Party Service Provider”) to perform portions of the Service, including hosting, data processing, payment processing, analytics, communications, and related functions. Customer authorizes Guru to engage such Third Party Service Providers and to grant them access to Customer Data as reasonably necessary to provide the Service. Customer agrees that the terms and conditions of this Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such Third Party Service Providers as intended third party beneficiaries of this Agreement, notwithstanding the fact they are not specifically named in this Agreement. Customer also agrees that all references to Guru within this Agreement and any incorporated terms are also deemed to include, where applicable, the Third Party Service Providers. Customer’s use of certain services provided by Third Party Service Providers (such as Equifax) may require Customer’s agreement to certain additional terms and conditions provided by the applicable Third Party Service Providers. These additional terms and conditions will be made available to Customer when, and if, Customer elects the applicable third party service in an Order Form. Guru shall not be responsible or liable for the acts or omissions of any Third Party Service Provider except to the extent expressly required by Guru’s contractual obligations under this Agreement or the applicable Order Form.
12.9 Miscellaneous. This Master Agreement, the Order Form and Order Form Terms and Conditions, any Statements of Work, and applicable Customer Setup Forms constitute the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of this Master Agreement shall take precedence over the provisions of any Order Form, Order Form Terms and Conditions, Statement of Work, or Customer Setup Form. This Master Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Master Agreement or any agreement between the parties shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this Master Agreement or any provision of any agreement between the parties is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law and the remaining provisions of this Master Agreement and such other agreement between the parties shall remain in effect. The rule of construction of ambiguity against the drafter shall not apply to this Agreement.