Master Subscription Agreement

 

This Subscription Agreement (this “Agreement”), contains terms and conditions that govern your purchase and use of the Services (as defined below), and is a contract between Geek Girl Tech, PBC., a Delaware (USA) Public Benefit Corporation (“Geek Girl Tech”), and the entity or organization that you represent. This Agreement takes effect  when you enter into an Order (as defined below) with Geek Girl Tech (the “Effective Date”). Geek Girl Tech may modify this Agreement from time to time, subject to the terms in Section 13.

If you are using the Services on behalf of an entity or organization: (1) all references to “Customer” are to that entity or organization, and (2) you represent that you have the right, power and authority to enter into this Agreement on behalf of Customer.

1. Support

1. Requesting Support. For assistance with a service provided to Customer, requests should be sent to [email protected] with a short description of the issue in the subject line, and a detailed description in the body of the message.  
2. Support Hours. Support is available 6am – 5pm (PST), Monday through Friday. We’re closed during all federal US holidays and we typically take a break from project work during the last two weeks of the year but are available to respond to emergency issues as needed.
3. Emergencies. In the event of an emergency (a rare event that causes immediate and significant disruption to your business and where no workaround is available), the word “EMERGENCY” should preface the subject line of your message to [email protected].  After hours support for emergencies is provided on a best effort basis, we provide no guarantees on timeframe for response/resolution.

2. Pricing and Fees.

1. Payment for Services. Customer agrees to pay all fees charged by Geek Girl Tech for Customer’s use of Services in accordance with this Agreement and applicable Service Plan(s) (collectively, “Fees”). Except as otherwise provided in an Order, (a) prices for Services are set forth on the Pricing Page; (b) Fees are and billed in advance; (c) Fees must be paid in U.S. dollars.
2. Payment Methods. Customer agrees to keep a valid payment method on file in their account, and authorizes Geek Girl Tech to charge Customer’s account for the Services using that payment method. If Customer notifies Geek Girl Tech to stop using a previously designated payment method and fails to designate an alternative, Geek Girl Tech may immediately suspend access to the Services. Geek Girl Tech uses a third-party intermediary to manage credit card processing, and this intermediary is not permitted to use Customer’s credit card information except in connection with Customer’s authorized purchases. Notice (including email) from Geek Girl Tech third-party credit card processor declining Customer’s credit card or otherwise relating to Customer’s account will be deemed valid notice from Geek Girl Tech.
3. Late Fees & Suspension of Services. Accounts are considered delinquent if unpaid within ten (5) days of the due date. A late fee at a rate of the lesser of 1.5% per month, or the maximum amount permitted under applicable law, will be applied and will become due immediately for any delinquent accounts. At thirty (30) days past the due date, services may be suspended for failure to pay, and a fee to restart services will be required.
4. Price Adjustments. With respect to users that are added or removed in the Customer’s environment during a monthly subscription period, Provider’s fees will be adjusted as of the date such users are added or removed, and the applicable charge will be reflected in the next monthly subscription amount charged to Client. Provider also has the option to increase its fees when this Agreement renews, with notice to Client at least sixty (60) days before the end of the Term (as defined below).
5. Taxes. All Fees are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”). Except for Taxes on Geek Girl Tech’s income, revenues, gross receipts, personnel or assets, Customer shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under the Orders and this Agreement. Without limiting the foregoing, if Customer is required to deduct or withhold any Taxes under Applicable Laws outside the United States, Customer is responsible for remitting such Taxes in a timely manner and in accordance with those Applicable Laws and Customer shall not offset any Fees payable to Geek Girl Tech for any such remittances.

3. Services Renewal

1. Auto-Renewal. Unless either Party takes a non-renewal action as described below, Orders will automatically renew as a new Order for additional periods of the same duration as the expiring Order Term (each, a “Renewal Order Term”). For Orders that have a 12-month or longer duration, Geek Girl Tech will give Customer Administrator notice by email on or around 30 days’ prior to the start of the Renewal Order Term. Such notice will include notice of pricing adjustments, if any, pursuant to Section 6.2 below. For Orders that have a duration of less than 12-months, Geek Girl Tech will give Customer Administrator notice by email on or around 15 days’ prior to the start of the Renewal Order Term solely in connection with pricing adjustments (as described in Section 6.2) or other Order changes.  Failure of Customer to take a non-renewal action in a timely manner, shall be deemed to constitute consent to the applicable fee increase.
2. Auto-Renewal Pricing Adjustments. In connection with any auto-renewal, Geek Girl Tech may increase the pricing in effect at the end of the applicable Order Term for the Services by up to 9%
3. Non-Renewal Action. If Customer does not want to auto-renew, Customer must submit a written request to their Geek Girl Tech support at least 30 days before the expiration of the then current Order Term. If Customer continues to use the Services following expiration of the then current Order Term without a new Order in place, such Services will continue to be available pursuant to Geek Girl Tech’s standard terms and pricing will be calculated and invoiced in accordance with the pricing on the Pricing Page. Geek Girl Tech reserves the right to provide notice of non-renewal 30 days before the end of any Order Term.

4. Limitations of Technology.  Client acknowledges that technologies are not universally compatible, and that there may be particular services or devices that Provider may be unable to support.  Provider agrees to inform Client when such a situation arises. Provider has no direct control over the effectiveness or lack thereof of the software being used. Provider shall not be held responsible for interruptions in service due to software vendors.
5. Equipment and Facilities. Client agrees that Provider may gain access to Client’s systems. Client must grant authority for Provider to access Client’s systems, if any. System access may be denied for any reason at any time, however if access to systems is denied, Client understands that Provider may be unable to perform its duties adequately and will not be responsible for doing so. Client agrees to furnish Provider with administrator-level password access to relevant Client systems for which Provider provides Services pursuant to this Agreement.  
6. Confidentiality. Each party shall treat the information received from the other party that is labeled or otherwise designated as confidential (“Confidential Information”) as a trade secret and strictly confidential. In addition, Client’s “Confidential Information” shall include any confidential and/or proprietary information about Client, including but not limited to Client’s business operations, technology operations (including but not limited to system devices, software applications, database solutions and passwords), financial information, customer lists, investors, employees, business and contractual relationships, business forecasts, current, future, and proposed products and services, sales, marketing strategies, plans and information, as well as confidential and/or proprietary information of Client’s customers, users, community financial development institutions or other third parties. Provider understands that it is critical to Client’s mission and reputation that Confidential Information be used and disclosed appropriately, and only for Client’s benefit. If Provider is uncertain whether any particular data constitutes Confidential Information, Provider will err on the side of treating it as Confidential Information.  Provider designates the financial terms of this Agreement as confidential. Each party shall hold the other party’s Confidential Information in strict confidence and: (i) restrict disclosure of Confidential Information to employees and agents solely on a “need to know” basis in connection with the Services and who agree or otherwise have a duty to comply with the confidentiality obligations set forth in this Section 9; (ii) advise its employees and agents of their confidentiality obligations pursuant to this Agreement; (iii) use commercially reasonable means to comply with the confidentiality obligations of this Agreement; and (iv) notify the other party of any unauthorized possession or use of that party’s Confidential Information as soon as practicable after receiving notice of same. Notwithstanding the foregoing, neither party shall be obligated to preserve the confidentiality of any information which: (i) was previously known prior to disclosure pursuant to this Agreement; (ii) is a matter of public knowledge at the time of disclosure pursuant to this Agreement; (iii) was or is independently developed without reference to any information disclosed pursuant to this Agreement; (iv) is released for disclosure with written consent; or (v) is received from a third party to whom the information was disclosed without restriction. Upon the disclosing party’s written request, the receiving party will (x) cease any use of the Confidential Information; and (y) promptly return to the disclosing party or destroy (or in the case of Confidential Information stored on electronic media, irretrievably erase or overwrite) all documents and other tangible materials containing any portion of the Confidential Information. Provider agrees that, in the event of a breach or threatened breach of this Section 9, in addition to any remedies at law, Client, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.
7. Release and Indemnity. Each party (as the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other party (as the “Indemnified Party”), its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns from and against all liabilities, claims, losses, expenses, damages and costs, and reasonable attorneys’ fees and costs, relating to, resulting from or arising out of, in whole or in part (i) any material breach of this Agreement by the Indemnifying Party; (ii) the acts or omissions of the Indemnifying Party; or (iii) any material violation of any rights, title or interests of any third party by the Indemnifying Party (each, a “Claim”), except to the extent arising or resulting from the gross negligence, fraud, or willful misconduct of the Indemnified Party. The Indemnified Party will give the Indemnifying Party prompt written notice of any such Claim; provided, however, failure to give such prompt written notice will not relieve the Indemnifying Party from its obligations hereunder unless and only to the extent the Indemnifying Party is prejudiced thereby. The Indemnified Party will have the right to participate in the defense of any such Claim at its expense. From the date of written notice from the Indemnified Party to the Indemnifying Party of any such Claim, the Indemnified Party will have the right to withhold from any payments due to the Indemnifying Party under this Agreement the amount of any defense costs, plus additional reasonable amounts as security for the Indemnifying Party’s obligations under this Section 10.
8. Limitation of Liability. In no event shall Provider be liable to the Client or any other party for any special, exemplary, incidental or consequential damages, including but not limited to lost profits, whether arising out of contract, tort, strict liability or otherwise, except with respect to Provider’s breach of the terms of Sections 8 or 9. Providers shall not be responsible for failures to provide Services if any of the following exclusions exist: (a) problems caused by resources on the Client’s systems or network that interfere with the Services, (b) changes made to the Client systems or network not communicated to Provider, (c) loss of internet connectivity for any reason, and (d) any actions or inactions of Client contrary to Provider’s recommendations.
9. Non-Diversion. Client agrees that during the Term of this Agreement and for a period of six (6) months following the termination of this Agreement, Client will not recruit or hire any employee, agent, representative or subcontractor of Provider with whom Client had contact during the Term of this Agreement (“Provider Personnel”), nor will Client directly or indirectly contact or communicate with Provider Personnel for the purpose of soliciting or inducing such Provider Personnel (a) to accept employment with, or perform work for any person, firm, or entity other than Provider; or (b) to provide services to Client or any other person, firm or entity except as an employee or representative of the Provider.  Clients will not, directly or indirectly, induce or influence any employee of Provider or any other person or entity to terminate their relationship with Provider. Notwithstanding the foregoing, Provider will allow Client to hire such Provider Personnel upon payment to Provider of an amount equal to six (6) months of the Provider Personnel’s current annual compensation by Provider. For purposes of this Agreement, the prohibitions on Client described above do not include contact where Provider Personnel make the initial contact with Client based on reputation or results from indirect means such as public advertisement, placement firm searches or similar means not directed specifically to an individual and to which the Provider Personnel responds on his or her own initiative. Client agrees that, in the event of a breach or threatened breach of this Section 12, in addition to any remedies at law, Provider, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.
10. Jurisdiction; Dispute Resolution. This Agreement shall be governed by the state and Federal laws applicable in California. The parties shall attempt to resolve any dispute, claim, or controversy arising out of or relating to the subject matter of this Agreement (a “Dispute”) by informal negotiation within thirty (30) days’ written notice from either party that a Dispute exists. If such informal negotiation is unsuccessful in resolving any such Dispute, the matter shall be referred to final and binding arbitration administered by the Judicial Arbitration and Mediation Services, San Francisco (“JAMS”) in accordance with the then-existing JAMS Arbitration Rules. Except as provided herein, the California Arbitration Act shall govern the interpretation, enforcement and all proceedings pursuant to this Section 14. The parties will select an arbitrator in a mutually agreed upon manner. The arbitrator shall be a retired judge unless the parties otherwise mutually agree in writing. At all times during the arbitration process, including the selection of the mediator, the parties will act in good faith to attempt to settle their dispute. The parties agree that any settlement agreement that they may enter into during the arbitration process is fully binding and enforceable by any Court with jurisdiction of the dispute thereof. The arbitrator is without jurisdiction to apply any substantive law other than the laws selected or otherwise expressly provided in this Agreement. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Such award may include reasonable attorneys’ fees and costs, including those incurred in connection with the procedures described in this Section 14 to the prevailing party, as determined by the arbitrator and based upon settlement offers and such other facts as are deemed relevant by the arbitrator. Judgment upon the award may be entered in any court having jurisdiction thereof. The arbitration shall be final and binding upon the parties, except that the arbitrator shall not have the power to commit errors of law or legal reasoning, and the arbitrator’s award may be vacated or corrected on appeal by a court having jurisdiction thereof for any such error.
11. Force Majeure & Malicious Acts. Provider shall not be liable for any loss, damage or failure due to causes beyond its control, including riots, earthquakes, epidemics, wars, fires, floods, weather, power failure, telecommunications and/or internet interruptions, the failure or closure of a financial institution, computer malfunctions, acts of God, or any other failure, interruption or error, that is not the indirect or direct result of the fault of or caused by, Provider, and for which Provider has taken all reasonable precautions and measures in order to prevent or avoid such event or mitigate the effect of such event and which by the exercise of due diligence Provider has been unable to overcome.
12. Miscellaneous. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms, and that all modifications to this Agreement must be in writing signed by both parties, except as otherwise expressly provided herein.
13. Changes to this Agreement. Geek Girl Tech may modify this Agreement at any time by posting a revised version at https://geekgirltech.com/legal/msa, which modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Order specifies a fixed term of 12 months or longer, the modifications will instead be effective immediately upon the start of the next Renewal Order Term. In either case, if Customer objects to the updated Agreement, as its sole and exclusive remedy, Customer may choose not to renew in accordance with Section 3.3. For the avoidance of doubt, any Order is subject to the version of the Agreement in effect at the time of the Order.
14. Notices.  All notices, requests and other communications under this Agreement must be in writing, and must be sent to the party to whom such notice is required or permitted to be given by hand, a reputable overnight mail service, registered or certified mail, postage prepaid and return receipt requested, or email. Notices will be deemed given (a) when received, if delivered personally, (b) the next day, if sent by overnight mail, (c) three (3) business days after deposit, postage prepaid, if mailed, or (d) the same day if sent by email on a business day, and if not sent on a business day, the next business day following the date the email was actually sent. The mailing addresses for notice to either party will be the postal and email addresses shown on the signature page of this Agreement.  Either party may change its mailing addresses by notice as provided by this section.
15. Counterparts; Electronic Signature and Delivery. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which counterparts together will constitute the same instrument. This Agreement may be executed and delivered by facsimile transmission, by electronic mail in “.pdf” or any electronic signature complying with the U.S. federal ESIGN Act of 2000.