Master Services Agreement (MSA)
for Tecnologia LLC
Master Services Agreement (MSA)
1) Definitions
- Affiliate: An entity that controls, is controlled by, or is under common control with a party to this Agreement.
- Customer: The party entering into this Agreement with Talent Corners Advisory.
- Fees: Amounts payable by Customer for Services.
- Order Form: The document detailing the Service(s) purchased, number of licenses, fees, and subscription period.
- Personal Data: Data relating to an identified or identifiable natural person protected under data protection laws.
- Services: Talent Corners Advisory platform, online courses, and related services as outlined in the Order Form.
- Subscription Period: Term specified in the Order Form for which the Services are provided.
- Users: Employees and contractors authorized by the Customer to use the Services.
2) Provision of Services
Talent Corners Advisory agrees to provide Services to the Customer and its Users in accordance with the Order Form. Customer’s Affiliates may access or use the Services by entering into a separate Order Form, with Customer remaining responsible for its Affiliates’ acts and omissions.
3) Terms of Use
The Customer and its Users agree not to:
- Use the Services unlawfully or infringe on others’ rights.
- Copy, distribute, or resell the Services.
- Input or instruct inclusion of inappropriate content into the Services.
- Share login access among multiple individuals or transfer licenses, except upon termination of employment.
- Use the Services to create a competitive product.
4) Violations of Restrictions
If Talent Corners Advisory determines that the Customer or its Users have violated the Terms of Use, they will notify the Customer, who has 10 days to remedy the violation. If the violation is not cured, Talent Corners Advisory may terminate or suspend access to the Services.
5) Fees
The Customer will pay Fees as per the Order Form(s). Fees are payable in US dollars. Late payments may incur an interest charge of 1.5% per month or the maximum interest permitted by law, and the Customer is liable for any third-party collection costs.
6) Taxes
Fees are exclusive of taxes, and the Customer is responsible for any applicable taxes, except for taxes based on Talent Corners Advisory’s income.
7) Confidentiality
Each party agrees not to disclose or use the other party’s Confidential Information except as required to perform their obligations under this Agreement. Confidential Information does not include publicly known information, information already in possession, or information obtained from a third party without confidentiality obligations.
8) Personal Data
Talent Corners Advisory may process Personal Data for the purposes of providing Services, storage, or compliance with Customer’s instructions. If required, the Customer must request a data protection agreement from Talent Corners Advisory.
9) Term and Termination
This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated. Either party may terminate this Agreement for material breach with 30 days’ notice. Automatic renewal of the Subscription Period occurs unless terminated by either party with 30 days’ notice.
10) Warranty Disclaimer
Services are provided “AS-IS.” Talent Corners Advisory disclaims all implied warranties, including but not limited to those of merchantability and fitness for a particular purpose.
11) Limitation of Liabilities
Neither party is liable for indirect, incidental, or consequential damages, nor in the aggregate, amounts exceeding the Fees paid or payable by the Customer in the 12 months before the claim arose.
12) Indemnification
- Talent Corners Advisory agrees to indemnify the Customer for claims that the Services infringe third-party intellectual property rights, subject to certain exceptions.
- Customer agrees to indemnify Talent Corners Advisory for claims arising from violations of the Terms of Use by the Customer or its Users.
- Indemnification requires prompt notice, allowing the indemnifying party to control the defense, and providing reasonable assistance in the defense.
13) Anti-Corruption
Both parties agree not to engage in or accept illegal or improper bribes, kickbacks, or gifts related to this Agreement.
14) Publicity
The Customer grants Talent Corners Advisory the right to use its company name and logo for marketing and promotional purposes.
15) Force Majeure
Neither party is liable for delays in performance due to conditions beyond their control, such as natural disasters, civil disturbances, or government actions.
16) Governing Law and Venue
This Agreement is governed by the laws of the State of California without regard to conflict-of-laws provisions. Disputes are subject to the jurisdiction of state or federal courts in San Francisco, California.
17) Entire Agreement
This Agreement, along with the mutually executed Order Forms, constitutes the entire agreement between the parties. It supersedes any prior agreements or communications. This Agreement may be modified by Talent Corners Advisory, with changes effective upon posting.
18) Severability
If any part of this Agreement is held invalid, the remainder remains in effect.