We have made revisions to these terms and conditions, effective December 04, 2020. By continuing to use our services on or after December 04, 2020, you agree to the new terms and conditions.
Last Modified: December 04, 2020
1. Introduction. The parties have agreed for GA to provide the Client with certain educational programming or training services (the “Services”). The terms and conditions governing such Services are outlined under this Agreement.
By signing an Invoice referencing this Agreement or accessing or using the Services to which this Agreement governs, the Client confirms that: (i) it accepts and will comply with this Agreement and (ii) it is responsible and fully liable for the acts or omissions of any third party that uses or participates in GA’s Services pursuant to, under or through this Agreement (such individuals, the “Authorized Users”), including but not limited to, (a) its current and/or former employees, consultants, or contractors, (b) employees, consultants, or contractors of its Affiliates (as defined in Section 9), or (c) any Third-Party Beneficiary of GA’s Services under this Agreement. For purposes of this Agreement, “Third-Party Beneficiary” shall mean any individual that receives the benefit of this Agreement and the right to receive the Services as an intended third-party beneficiary.
This Agreement may be updated from time to time in accordance with Section 10 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at https://generalassemb.ly/corporate-digital-training/enterprise-terms. When GA changes this Agreement, we will update the “Last Modified” date above.
2. Intellectual Property. All curriculum and content development will be managed and produced by GA. GA retains all right, title, and interest in and to its online educational platform (the “Platform”) and all original works of authorship, inventions, processes, concepts, documents, work product, and other materials or other proprietary information made accessible or delivered to Client, including any Affiliate or Authorized User under this Agreement or prepared by or on behalf of General Assembly in the course of performing the Services (together with the Platform, collectively “General Assembly Materials”), including all copyrights, patents, patent disclosures, inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, logos, corporate names and domain names, together with all the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) contained therein. GA grants to Client and/or its Authorized Users a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to allow Client and/or its Authorized Users to copy, present, distribute, and make derivative works from small and discrete elements of the General Assembly Materials as would reasonably be expected for such participants to use and fully exploit the benefit of the training(s) provided by General Assembly. This license does not permit Client and/or its Authorized Users to use General Assembly Materials in any session intended primarily to provide general business training to other Client employees, contractors, or agents nor to any audiences outside of Client or the Authorized Users, nor for any other commercial purpose whatsoever. Furthermore, in no event shall Client, its Authorized Users or any third party (i) copy, modify, translate, or create derivative works of any platform, software or data that may be provided for use by GA as part of the Services; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of any part of any platform or software that may be provided for use by GA as part of the Services, (iii) lend, lease, offer for sale, sell or otherwise use any part of any platform, software or other General Assembly Materials for the benefit of third parties, or (iv) attempt to circumvent any license, timing or use restrictions associated with any platform, software, or other General Assembly Materials provided for use by GA in connection with the Services.
The parties acknowledge that to the extent Client shares any Client Confidential Information (as defined below) or any other Client materials with General Assembly (collectively, the “Client Materials”), Client shall grant General Assembly a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use such Client Materials solely during the Term of this Agreement and any Invoice hereunder, whichever is longer, and solely for General Assembly’s performance of its obligations hereunder and for no other purpose. Subject to the limited licenses granted herein, General Assembly acquires no right, title or interest from Client under this Agreement in or to Client Materials.
From time to time, Client may provide to General Assembly (either on its own accord or at the request of General Assembly) feedback, analysis, suggestions, and comments (including, but not limited to, bug reports and test results, and design suggestions or ideas) related to the Services (collectively, “Feedback”). As between General Assembly and Client, all right, title and interest in and to any such Feedback shall be owned by General Assembly. Client agrees that General Assembly shall have the perpetual, irrevocable and worldwide right to use, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation or credit to Client.
Except as expressly set forth in this Section 2, General Assembly does not grant to Client any license, either directly or by implication, estoppel or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO GENERAL ASSEMBLY.
3. Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party or to any employee, officer, director, parent, Affiliate, subsidiary, agent, contractor, or partner of such party (“Receiving Party”), whether orally or in writing, that is designated as confidential, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, such as information concerning the other party's business, plans, customers, technology, and products. General Assembly Confidential Information shall include General Assembly Materials. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its Authorized Users, and its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
4. Term; Termination.
4.1. This Agreement shall commence on the date of the Invoice and will continue in effect until the earlier of: (a) the completion of all Services under such Invoice, or (b) the termination or expiration of this Agreement in accordance with its terms (the “Term”).
4.2 Either party may terminate this Agreement for cause: (a) immediately if the other party has failed to cure a material breach within thirty (30) days of receiving written notice of that material breach from the other party; or (b) immediately if 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.
4.3 Upon termination of this Agreement for any reason: (a) GA may terminate the Services immediately; and (b) all amounts owed to GA shall become immediately due and payable by the Client. In no event will the termination of this Agreement relieve the Customer of its obligation to pay any amounts payable to General Assembly for the period prior to the date of termination.
4.4 Any provision of this Agreement that, either by its terms or to give effect to its meaning, must survive, and such other provisions that expressly or by their nature are intended to survive termination will survive the expiration or termination of this Agreement.
4.5 In the event that Client purchases any “myGA Licenses” in an Invoice, such myGA Licenses will become active on the date the Invoice is executed by Client unless otherwise agreed to by the parties in writing (the “License Start Date”). If any Authorized Users are provided access to a myGA License under an Invoice after the License Start Date, such Authorized Users will only have access to the myGA License for the period from the date they are given access until the twelve (12) month anniversary of the License Start Date, even if such access is for a period of less than twelve (12) full months. Additional launch or activation events (if any) will not be provided for Authorized Users added after the License Start Date. Client may transfer up to 5% of the total myGA Licenses granted; provided, however, that transfer of such licenses shall only be granted for those myGA Licenses under which the user has completed fewer than one (1) lesson on the Platform. The transfer of a myGA License will not result in an extension of the term of such license. Additional launch events will not be provided for new users who are recipients of licenses transferred after the License Start Date.
5. Indemnification. General Assembly shall indemnify, defend and hold harmless Client and its officers, directors, employees, agents, successors and assigns against any judgments, settlements, penalties, costs and fees reasonably incurred (including reasonable attorney’s fees) (“Losses”) from any claim, suit, action or proceeding made or brought against Client by a third party alleging that the Services infringe any patent, trademark or copyright, or misappropriate a trade secret, of that third party (“Infringement Claim”); provided however, that General Assembly shall have no obligation under this Section 5 to the extent any Infringement Claim arises out of Client’s: (i) use of the Services or General Assembly Materials in combination with any other software, product, or materials that would not be reasonably anticipated to be used with the Services or General Assembly Materials; (ii) use, alteration or modification of the Services or General Assembly Materials not provided or authorized by General Assembly; (iii) use of the Services or General Assembly Materials in a way not reasonably anticipated or not provided for or described in the applicable documentation; (iv) continued infringement after being provided with notice thereof, or after being provided at no cost with modifications that would avoid the infringement or alleged infringement; or (v) willful, reckless or fraudulent acts or omissions, or bad faith failure to materially comply with any of its obligations set forth in this Agreement.
Client shall indemnify, defend and hold harmless General Assembly and its officers, directors, employees, agents, successors and assigns against Losses arising out of or resulting from any claim, suit, action or proceeding related to, arising out of or resulting from Client’s material breach of any representation, warranty, covenant or obligation under this Agreement.
The indemnifying party (“Indemnifying Party”) will indemnify the indemnified party (“Indemnified Party”) from the Losses finally awarded against the Indemnified Party to that third party by a court of competent jurisdiction or agreed to in a settlement. The Indemnifying Party’s indemnification obligations are contingent upon the Indemnified Party: (i) promptly notifying the Indemnifying Party of the claim in writing; (ii) allowing the Indemnifying Party control over the defense for the claim and any settlement negotiations; and (iii) reasonably cooperating in response to the Indemnifying Party’s requests for assistance. The Indemnified Party may not settle or compromise any claim without the Indemnifying Party’s prior written consent.
6. Non-Solicit. For a period of one (1) year following execution of any Invoice under this Agreement, Client shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire, solicit, induce, recruit or encourage any of General Assembly’s employees or contractors to terminate their employment or service relationship with General Assembly, or attempt to solicit, induce, recruit, hire, encourage or take away any employees or contractors of General Assembly, either for Client or for any other person or entity; provided, however, that nothing in this Section shall prevent Client or any of its Affiliates from hiring any employee or contractor of General Assembly (i) who responds to a general solicitation for hire not specifically directed at any such any employee or contractor; (ii) whose employment or service relationship has been terminated by General Assembly; or (iii) whose employment or service relationship has been terminated by the employee or contractor at least 180 days prior. This restriction only applies to employees or contractors who directly or indirectly provide or provided Services to Client and to employees or contractors who directly or indirectly provide services to other clients of General Assembly that are the same or similar to the Services provided under any Invoice hereunder.
If Client hires any employee or contractor of General Assembly in violation of its non-solicitation obligations hereunder, then General Assembly will bill Client, and Client agrees to pay to General Assembly, a sum equal to six (6) months of the employee’s or contractor’s wages or fees, as applicable, as liquidated damages. Client agrees and acknowledges that its non-solicitation obligations hereunder are essential to the protection of General Assembly’s business. Furthermore, the parties acknowledge and agree that harm caused to General Assembly by Client’s breach of its non-solicitation obligations hereunder would be impossible or very difficult to accurately estimate at the time of the breach and that the liquidated damages are a reasonable estimate of the anticipated or actual harm that might arise from such breach.
7. Liability; Warranties. WITH THE EXCEPTION OF THE PARTIES’ (I) CONFIDENTIALITY OBLIGATIONS UNDER SECTION 3, (II) INDEMNIFICATION OBLIGATIONS UNDER SECTION 5, (III) INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY UNDER SECTION 2, AND (IV) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S MAXIMUM AGGREGATE LIABILITY TO THE OTHER RELATED TO OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CLIENT TO GENERAL ASSEMBLY DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.
Each of GA and the Client represents and warrants that: (a) it has the power and authority to enter into this Agreement and to perform its obligations and duties under this Agreement; (b) it will perform its obligations and duties and exercise its rights under this Agreement in compliance with all laws applicable to it; (c) the person signing the Invoice governed by this Agreement has the requisite authority to bind the respective company; and (d) it has control (by ownership, license or otherwise) of the entire right, title, and interest in and to the General Assembly Materials or Client Materials, as applicable, and the other party’s use of the General Assembly Materials or Client Materials, as applicable, will not infringe any Intellectual Property Rights of any third party.
Each of GA and Client further represents and warrants that: (a) prior to the transmission of any personal information to the other party, the party has obtained any and all required consents, opt-ins, and/or notices, as applicable, so such personal information may be used by the other party for purposes consistent with this Agreement, (2) that such party’s collection and sharing of all personal information (solely for purposes of this Agreement) with the other party under this Agreement, prior to transmission to the other party, complies with all applicable laws and regulations, including but not limited to laws pertaining to data privacy, marketing, and information security, opt-out requirements, anti-spam, and anti-discrimination, and (3) such party will notify the other party as soon as reasonably possible in the event that any of the foregoing representations, warranties, or covenants are, or are suspected to be, untrue.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE OFFER OUR SERVICES “AS IS” AND ARE NOT MAKING, AND TO THE GREATEST EXTENT PERMITTED BY LAW EXPRESSLY DISCLAIM, ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, AND NON-INFRINGEMENT, THAT OUR SERVICES, WILL MEET YOUR REQUIREMENTS OR OUR SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE.
8. Account Security. Access to the Services by Client and/or the Authorized Users may involve the use of usernames, passwords, identification numbers, or other individualized nonpublic information ("Login Information”). Client shall maintain and protect the confidentiality and security of the Login Information to prevent any unauthorized use of or access to the General Assembly Materials. Client shall promptly report to General Assembly any suspected or actual breach of confidentiality or security of the Login Information and any suspected or actual unauthorized use of the General Assembly Materials.
9. Affiliates. Either party’s parent, affiliate, subsidiary, or successor to its business (collectively an “Affiliate”) may operate under this Agreement in the event an Invoice is duly signed between such Affiliate and a counterparty to this agreement, detailing, among other things, such use of Services by the Affiliate, and such Affiliate agrees to abide by and assume all of the terms and conditions of this Agreement as if such Affiliate were a party hereto. For the purpose of any Invoice duly signed by an Affiliate, the terms “General Assembly” or “GA” will refer to the General Assembly Affiliate executing the Invoice and, if applicable, the term “Client” will refer to the Client Affiliate executing the Invoice. The parties to an Invoice shall be solely responsible for their respective rights, obligations, and liabilities, and neither party to this Agreement shall have any liability in connection with an Invoice to which it is not itself a party.
10. Counterparts; No Assignment. The Invoice related to this Agreement may be executed in counterparts and via facsimile and/or .pdf. Neither party may assign or transfer the Invoice without the written consent of the other party; provided, however, that General Assembly may assign its rights under this Agreement to an Affiliate, if any, upon written notice to Client.
11. Force Majeure. General Assembly will not be liable for any change in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, failure of the Internet, or pandemic, epidemic or disease outbreak (“Force Majeure Event”), provided that General Assembly: (i) gives Client prompt notice of such cause, and (ii) uses its reasonable commercial efforts to correct promptly such failure or delay in performance.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law provisions. The exclusive jurisdiction for this Agreement will be the state or federal courts located in New York County, New York.
13. Notices; Amendments. Any notice will be effective upon receipt and must be given in writing and delivered to the other party at the address, email, and/or contact information contained in its Invoice, or, in the absence of such information, to the address of its principal place of business.
GA may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms at https://generalassemb.ly/corporate-digital-training/enterprise-terms. It is important for Client to review this Agreement before using GA’s Services and from time to time thereafter. The updated Agreement will be effective as of the time of posting or on such later date as may be specified in the updated Agreement, and Client’s continued use of the Services after any such changes are effective will constitute its consent to such changes. Except for changes made by GA as described herein, no other amendment or modification of this Agreement will be effective unless set forth: (a) in an Invoice or other document issued by GA and signed by Client; or (b) in an agreement signed or otherwise agreed in writing by both Client and GA.
For the avoidance of doubt, in the event that any Authorized Users receives, signs, or agrees to any enrollment agreement for any General Assembly Program, such terms are not binding upon Client or such Authorized User or applicable to Client’s or Authorized User’s relationship with General Assembly, and only the terms contained in this Agreement shall control.
14. Suspension or Removal of Client Participant. GA reserves the right to suspend or remove, at GA’s sole discretion, any Authorized User from the Services for any reason, including without limitation based upon a violation of GA’s Student Code of Conduct or other behavior that GA, in its sole judgment, deems to violate applicable laws, rules, or regulations; to be abusive, disruptive, offensive, or illegal; or to violate the rights of or to harm or threaten the safety of GA or its participants, students, or other customers. GA may, in its sole discretion, decline to reimburse the Client for the cost of the relevant Authorized User’s course, class, or workshop, and the Client also may be responsible for any claims, fees, fines, penalties, and other liability incurred by GA or others caused by or arising out of the behavior of such Authorized User.
15. Billing Terms Conditions; Taxes. Client will pay GA 100% of the balance due on an applicable Invoice in exchange for the services related to such Invoice (the “Program Fees”). GA will invoice the Client for 100% of the Program Fees upon Client’s execution of the applicable Invoice. The Client will pay GA 100% of the Program Fees within thirty (30) days of the Invoice date on such Invoice. Invoices shall be sent to the contact at the Client as provided to GA or listed on its website or other publicly available information. Invoices may be sent via email, regular mail, or courier service (e.g., FedEx, UPS, etc.).
If applicable to the Services, GA will be reimbursed for all direct expenses, including transportation, lodging, and food incurred by assigned GA staff members or contractors in the course of delivering Services (“Reimbursable Expenses”). GA will follow the Client's applicable expense policy for all expenses. The Client will reimburse GA for all such Reimbursable Expenses within fifteen (15) days of receipt of an itemized Invoice from GA.
Any overdue payments will accrue interest at a rate of 1.5% of the outstanding overdue balance each month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
Client is responsible for the payment of taxes, levies, duties, assessments, including, but not limited to, value-added, sales, use of withholding taxes, assessed or collected by any governmental body (collectively, the “Taxes”) arising from General Assembly’s provision of the Services hereunder, except for taxes based on General Assembly’s net income. If General Assembly is required to directly pay or collect Taxes related to Client’s use or receipt of Services hereunder, Client agrees to promptly reimburse General Assembly for any amounts paid by General Assembly.
16. Export Compliance. Client will not use or access GA’s Services if it is located in any jurisdiction in which the provision of GA’s Services is prohibited under U.S. or other applicable laws (a “Prohibited Jurisdiction”), and Client will not provide access to GA’s Services to any government, entity, or individual located in any Prohibited Jurisdiction. Client confirms that (a) it is not named on any U.S. government list of persons or entities prohibited from transactions with any U.S. person; (b) it is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) it will not allow Authorized Users to access or use GA’s Services in violation of any U.S. or other export embargoes, prohibitions, or restrictions; and (d) it will comply with all applicable laws regarding the transmission of data exported from the country in which it (or its Authorized Users) is located to the United States.
17. Expiration, Cancellation, and Rescheduling. Unless otherwise agreed to in writing by the parties, all Invoices will expire on the one-year anniversary of the execution of such Invoice (the “Expiration Date”). All Authorized Users must be enrolled in the Services purchased by Client in the Invoice before the Expiration Date. Any Services purchased that are not used to enroll Client’s Authorized Users prior to the Expiration Date shall be considered used and nonrefundable. In the event that Client has enrolled one or more of its Authorized Users in the Services prior to the Expiration Date and Client or the Authorized User wishes to cancel such enrollment and reschedule such Authorized User(s) for a different date or different course, class or workshop (the “Program”), Client and/or Authorized User(s) must make any cancellation and/or rescheduling at least thirty (30) days prior to the scheduled start date for the applicable Program. For any cancellations of Programs in which an Authorized User is already enrolled, Customer will incur a cancellation fee equal to 25% of the cost of the applicable Program. If Client and/or Authorized User(s) cancels or reschedules later than thirty (30) days prior to the scheduled start date for the applicable Program, the entire cost of the applicable Program shall be forfeited.
Except upon the occurrence of a Force Majeure Event, if General Assembly cancels any Program, in its sole discretion, General Assembly may permit Authorized Users to attend such Program at a later date or refund to Client the credits used for such Program to be applied to the same or a different Program at a later date.
18. Additional Terms and Conditions.
18.1. Bulk Credit. If the Invoice references “Bulk Credit,” the following additional terms and conditions shall apply:
A list of Programs is available at https://generalassemb.ly/browse. For Bulk Credit purchases, the Authorized Users may only enroll in Programs that are available at the time of enrollment, and GA does not have any obligation to make any Program available for the Authorized Users. GA reserves the right to change, cancel, or modify its Programs at any time.
The Client will be responsible for communicating with its Authorized Users on how to self-enroll in the Programs. Authorized Users cannot enroll in any Programs until after an Invoice for Services has been executed.
18.1.1 If the Invoice further references “Bulk Credit (Public C&W),” in addition to those terms and conditions in 18.1, the following additional terms and conditions shall apply:
GA will provide the Client with a unique code within seven (7) business days of purchase, which Client’s Authorized Users can use toward the costs of Programs. The Client will be responsible for communicating the code and how to self-enroll in Programs to its Authorized Users.
18.2. myGA. If the Invoice references “myGA” or “myGA Licenses,” the following additional terms and conditions shall apply:
GA may provide Authorized Users with an online assessment to gauge their individual learning needs and current levels of capability. GA will provide myGA Licenses to the Platform. The myGA Licenses provide access to either Program content on the Platform or assessment-based learning paths, as applicable.
18.3. Private Course, Class, or Workshop. If the Invoice references a “Private Program” or “Private Course, Class, or Workshop,” the following additional terms and conditions shall apply:
GA will provide the Client with curriculum for a private course, class, or workshop and shall source an instructor. GA shall provide a primary point of contact to enroll Client’s Authorized Users, and to be a main point of contact for the Client related to the Services.
Client shall provide contact information for at least one (1) Client employee as a main point of contact to coordinate communications with its Authorized Users. The Client shall also provide the names, emails, and roles of the Authorized Users before each the start date of the private course, class, or workshop. GA may charge additional fees on a per capita or prorated basis for any attendees exceeding the agreed-upon number of Authorized Users.
18.4. On Demand myGA. If the Invoice references an “On Demand myGA,” the following additional terms and conditions shall apply:
GA will provide myGA Licenses to the Platform. The myGA Licenses provide access to an assessment plus learning path content within the Platform and are limited to the specific learning path content purchased by the Client.
18.4.1. Learning Path. Authorized Users will each be given access to a learning path. The learning path includes lessons and modules on the Platform, limited to the specific learning path content purchased by the Client.
18.4.2. Reporting. One Client employee will receive access to the “Partner Admin” dashboard, which provides management for myGA Licenses.
18.4.3. Assessment. Authorized Users will each be given an online assessment to gauge their level of understanding of the topic and be provided with an individual score report, including current levels of capability. To ensure Authorized Users’ privacy, GA is unable to provide individual participant scores to Client.
18.4.4. Mentorship Service. Client has the option to purchase mentorship services, in addition to the assessment, plus learning path content services, which shall include:
- Five (5) 30-minute one-on-one sessions with an expert mentor.
- Unlimited email access to Q&As with an expert mentor.
18.5 Team Memberships. If the Invoice references “Team Membership,” the following terms and conditions shall apply:
Team Memberships are allocated in tiers depending on the monetary value of Services that Client has purchased. Client’s applicable tier shall be referenced in the Invoice, as follows: “Starter,” “Standard,” “Premium,” and “Enterprise.” These tiers shall determine Client’s access to various components of the Services.
Under any Team Membership tier, Client will be provided with a dedicated GA Account Director and regular meetings. Meetings will be attended by the GA Account Director and the Client executive sponsor.
Under any Team Membership tier, Client may select a Program from the following link: https://generalassemb.ly/browse. If Client purchases a Program from this link, the terms of Section 18.1 and 18.1.1 shall apply.
Under any Team Membership tier, Client may also select a Program from the following links: https://generalassemb.ly/education/learn-digital-marketing-online, https://generalassemb.ly/education/learn-data-analysis-online, or https://generalassemb.ly/education/learn-user-experience-design-online. If Client purchases a Program from any of these links, the terms of Sections 18.4, 18.4.1, and 18.4.2 shall apply.
Under the Enterprise Team Membership tier, the terms of Sections 18.4.3 shall apply, and the following additional terms:
- Enhanced Engagement Support. Client has the option to purchase “Enhanced Engagement Support,” which may include the following:
- Program Management: Access to a dedicated GA Client Success Manager.
- Meetings: An engagement kickoff meeting, biweekly updates, and monthly steering committee meetings. Meetings will be attended by the GA Client Success Manager and the Client executive sponsor.
- Additional Reporting: The GA Client Success Manager can provide additional assessment and learner progress reporting support, as agreed to by both parties, such as industry benchmarking and performance by Client segments/groups (in the event such Client data is made available to GA).
- Strategy: The GA Client Success Manager will align the engagement with Client goals. Activities may include content access scheduling, event coordination, and communication planning.
- Communications: The GA Client Success Manager manages communications with users to provide support and drive engagement.
- Launch Events: As agreed between GA and the Client in advance, the GA Client Success Manager will conduct online launch event(s) for no more than the number of Authorized Users as specified in the Invoice. If no such number is specified, then the parties shall determine, in good faith, an appropriate number mutually acceptable to both parties.
Under any Team Membership tier, Client may also purchase Mentorship Service under which the terms of Section 18.4.4 shall apply.
19. Additional Reporting or Engagement Services. For the avoidance of doubt, GA shall have no obligation to provide the Client with any additional reports or other engagement services except as described herein or as otherwise mutually agreed between the parties.
20. Discounts and promotions. Unless otherwise agreed to by the parties, no discounts or promotions provided to Client under this Agreement may be combined with any other discounts, promotions or credits offered or provided by GA, in any form, outside of this Agreement.