Enterprise - General Terms and Conditions

We have made revisions to these terms and conditions, effective July 8, 2019. By continuing to use our services on or after July 8, 2019, you agree to the new terms and conditions.
Last Modified: July 8, 2019
This document (the “Agreement”) contains the terms and conditions for the services contracted between General Assembly Space, Inc. or the applicable entity listed on the Invoice (“General Assembly” or “GA”), and the entity or individual (“Customer” or “You”) listed on the applicable invoice, order form, statement of work, purchase order, or any other document to which this Agreement governs (each, an “Invoice”).
1. Introduction. The parties have agreed for GA to provide the Customer with certain educational programming or 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, the Customer confirms that: (i) It accepts and will comply with this Agreement; (ii) It is responsible for anyone that uses our Services through its account (“Authorized Users”), which may include its employees, consultants, or contractors, or the employees, consultants, or contractors of its “Affiliates,” which are companies or entities that it owns, that owns the Customer, or that have the same owner or corporate parent as the Customer. If the Customer, in accordance with these terms, provides access to our Services to any of its clients or their employees, they are also the Customer’s Authorized Users.
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. Each party shall own and retain all of its intellectual property and neither party’s intellectual property will transfer via use of the Services or this Agreement. All curriculum and content development will be managed and produced by GA. GA retains all intellectual property rights related to any documents, materials, information, data, or content used by GA and/or furnished or delivered to the Customer or to any Authorized Users (collectively, “General Assembly Materials”). GA grants the Customer and/or its Authorized Users a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to allow the Customer’s Authorized Users to use the General Assembly Materials as would reasonably be expected for such Authorized Users to use the training(s) provided by GA. This license does not permit the Customer or its Authorized Users to use General Assembly Materials in any session intended primarily to provide general business training to other Customer associates, nor to any audiences outside of the Customer. Furthermore, in no event shall the Customer, 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 delivered; (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 delivered; (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 delivered.
3. Confidential Information. Either party (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) information about its business affairs, products, services, confidential intellectual property (such as, and including, the General Assembly Materials), trade secrets, third-party Confidential Information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form of media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Receiving Party shall be responsible for any breach of this Section 3 caused by any of its representatives.
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 or expiration of all Services related to such Invoice, or (b) the termination of this Agreement in accordance with its terms (the “Term”).
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. Without limiting the foregoing, Sections 2, 3, 4, 5, 6, 7, 9, and 11 shall survive termination or expiration of this Agreement.
4.2. A 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.
Upon termination of this Agreement for any reason: (a) GA may terminate the Services immediately; and (b) the Customer will pay all unpaid amounts owed to GA. If the Customer terminates this Agreement due to an uncured material breach on the part of GA, in accordance with this Section, GA will refund any fees the Customer paid in advance for the Services applicable to the period after termination. If GA terminates this Agreement due to an uncured material breach on the part of the Customer, in accordance with this Section, then the Customer will pay any unpaid fees related to an Invoice. In no event will the termination of this Agreement relieve the Customer of your obligation to pay any amounts payable to GA for the period prior to the date of termination.
4.3. myGA License Term. All myGA licenses will launch on a designated start date communicated between the parties or as noted on an Invoice, as applicable (the “License Start Date”). In the absence of a specific date, the License Start Date shall be the date that the Invoice is executed by the Customer. If any users are added to a myGA cohort after the License Start Date, they will only have access to the myGA license for the period from the date they are added until the twelve-month anniversary of the License Start Date, even if such access is for a period of less than twelve (12) full months. Additional launch events will not be provided for users added after the License Start Date.
The Customer may transfer up to 5% of the total licenses granted, so long as the licenses to be transferred have completed five (5) lessons or fewer. The transfer of a 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. Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, participants, agents, successors, and assigns (collectively, the “Indemnified party”) against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers (“Losses”) arising out of or resulting from any third-party claim, suit, action, or proceeding related to, arising out of, or resulting from its: (i) material breach of any representation, warranty, covenant, or obligation under this Agreement; (ii) gross negligence, willful misconduct, or fraud in connection with the performance of its obligations under this Agreement; and (iii) breach of its obligations under Section 2 (Intellectual Property) or Section 3 (Confidentiality); provided, however, that neither party is obligated to indemnify or defend the other party against any Losses arising out of or resulting from the other party’s: (a) willful, reckless, or fraudulent acts or omissions; or (b) bad faith failure to materially comply with any of its obligations set forth in this Agreement.
6. Mutual Non-Solicit. For a period of one (1) year following execution of an Invoice under this Agreement or one (1) year following the end or termination of this Agreement, each party shall not permit any of its affiliates to directly or indirectly hire, solicit, induce, recruit, or encourage any of the other party’s employees or contractors to terminate their employment or service relationship, or attempt to solicit, induce, recruit, hire, encourage, or take away any employees or contractors of the other party, either for itself or for any other person or entity; provided, however, that nothing in this Section 6 shall prevent a party or any of its affiliates from hiring any employee or contractor of the other party: (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 the other party; 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 the other party and/or receive or received Services from the other such party.
If either party hires any employee or contractor of the other party in violation of its non-solicitation obligations hereunder, then the non-violating party will bill the violating party, and the violating party agrees to pay to the non-violating party a sum equal to six (6) months of the employee’s or contractor’s wages or fees, as applicable, as liquidated damages. The violating party agrees and acknowledges that its non-solicitation obligations hereunder are essential to the protection of the non-violating party’s business. Furthermore, the parties acknowledge and agree that harm caused to the non-violating party by the violating party’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 a breach.
7. Liability; Warranties. With the exception of the parties’ (i) confidentiality obligations, (ii) indemnification obligations, (iii) infringement or misappropriation of intellectual property, 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 the Customer to GA during the 12 months immediately preceding the claim giving rise to such liability.
Each of GA and the Customer 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; and (c) the person signing the Invoice governed by this Agreement has the requisite authority to bind the respective company.
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. 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.
9. 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.
10. 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 on a GA website. It is important for you to review this Agreement before using our 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 your continued use of the Services after any such changes are effective will constitute your consent to such changes. Except for changes made by us as described here, 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 You; or (b) in an agreement signed or otherwise agreed in writing by both You and GA.
11. Suspension or Removal of Customer Participant. GA reserves the right to suspend or remove, at GA’s sole discretion, any participant of the Customer from the Services for any reason, including without limitation based upon a violation of GA’s 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 Customer for the cost of the relevant participant’s course, class, or workshop, and the Customer 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 the Customer’s participant.
12. Billing Terms Conditions; Taxes. Customer 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 Customer for 100% of the Program Fees following execution of the applicable Invoice. The Customer 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 Customer 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 Customer's applicable expense policy for all expenses. The Customer will reimburse GA for all such Reimbursable Expenses within fifteen (15) days of receipt of an itemized Invoice from GA. 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.
You are responsible for paying all taxes, assessments, charges, fees, and levies that may be levied on or applicable to the sale or license of goods or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, customs duties, and assessments, together with any installments and any interest, fines, and penalties with respect thereto, imposed by any governmental authority, including federal, state, provincial, municipal, and foreign governmental authorities (collectively, “Taxes”) associated with the Services, which for clarity do not include any taxes based on GA’s income.
13. Export Compliance. You will not use or access our Services if you are located in any jurisdiction in which the provision of our Services is prohibited under U.S. or other applicable laws (a “Prohibited Jurisdiction”) and you will not provide access to our Services to any government, entity, or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any U.S. government list of persons or entities prohibited from transaction with any U.S. person; (a) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (b) you will not allow Authorized Users to access or use our Services in violation of any U.S. or other export embargoes, prohibitions, or restrictions; and (c) you will comply with all applicable laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to the United States.
14. Additional Terms and Conditions.
14.1. GA Bulk Credit. If the Invoice references “GA Bulk Credit,” the following additional terms and conditions shall apply:
A list of available programs is available at https://generalassemb.ly/browse. For Bulk Credit purchases, the Customer’s employees may only enroll in courses, classes, and workshops that are available at the time of enrollment, and GA does not have any obligation to make any particular course, class, or workshop available for the Customer’s employees. GA reserves the right to change, cancel, or modify its programs, courses, classes, and workshops at any time.
Any cancellation or rescheduling must be done at least thirty (30) days prior to the scheduled start date for the program. No cancellation or rescheduling shall be permitted later than this window, and any payment or credit shall be considered used and nonrefundable.
The Customer will be responsible for communicating with Customer participants on how to self-enroll in GA programs.
The GA Bulk Credit will expire on the one-year anniversary of the execution of a Statement of Work, Order Form, or Quote for Services where the Bulk Credit was purchased (the “Expiration Date”). All Customer participants must be enrolled before the Expiration Date. Any credits purchased that are not used to enroll participants prior to the Expiration Date will be forfeited.
Customer participants cannot enroll at GA until after an Invoice for Services has been executed.

14.1.1. If the Invoice references “GA Bulk Credit (Public C&W),” the following additional terms and conditions shall apply (in addition to Section 13.1):
GA will provide the Customer with a unique code within seven (7) business days of purchase, which Customer participants can use toward the costs of GA public courses, classes, and workshops. The Customer will be responsible for communicating the code and how to self-enroll in GA programs to Customer participants.
14.2. myGA. If the Invoice references “myGA,” the following additional terms and conditions shall apply:
GA may provide participants with an online assessment to gauge their individual learning needs and current levels of capability. If an assessment is provided, the Customer will receive an aggregate report of overall team performance on the assessment. Participants will each be given a lesson plan based on personal assessment performance and/or corporate strategic priorities. GA will provide licenses to the myGA platform (the “Platform”). These licenses provide access to either course content on the Platform or assessment-based learning paths, as applicable. GA may provide access to a dedicated GA Engagement Manager, who will provide access to the Admin Dashboard, align the engagement with Customer goals, and manage communications with users to provide support and drive engagement. As agreed between GA and the Customer in advance, the GA Engagement Manager will conduct online launch event(s). At GA’s sole discretion, or in agreement with the Customer, GA may provide additional engagement events, which may include in-person and online events (e.g., Digithon, Reflection Event, etc.). At GA’s sole discretion, GA may invite users to one or more livestreams available to all participants on the Platform.
The Customer will work with the Customer’s technology department to ensure participants can use the Platform by whitelisting the IP addresses of GA’s email provider to ensure the deliverability of onboarding emails and ongoing engagement emails.
14.3. Private Class or Workshop. If the Invoice references a “Private Class or Workshop,” the following additional terms and conditions shall apply:
GA will provide the Customer with course curriculum and source an instructor. GA shall provide a primary point of contact to enroll Customer participants, and to be a main point of contact for the Customer related to the Services.
The Customer will provide contact information for at least one Customer employee as a main point of contact, and will coordinate pre-program communication with participants. The Customer will also provide the names, emails, and roles of Customer participants before each program execution date. GA may charge additional Fees on a per capita or prorated basis for any attendees exceeding the agreed upon number of participants.
Should the Customer or one of its employees need to cancel or reschedule any course, class, or workshop, any cancellation or rescheduling must be done at least fifteen (15) days prior to the scheduled start date for the program. No cancellation or rescheduling shall be permitted earlier than this window, and any payment or credit shall be considered used and nonrefundable.
14.4. Private Programs. If the Invoice references a “Private Program,” the following additional terms and conditions shall apply:
GA will provide Customer with all program materials and source an instructor. Program delivery will be at the location of Customer’s choosing led by GA subject matter experts and supported by the on-site GA Engagement Manager and Customer contact (the “Customer POC”).
The Customer will provide access to the Customer POC and executive sponsor. The Customer will also provide the names, emails, and roles of expected participants no later than one (1) week before each program start date. GA may charge additional Fees on a per capita or prorated basis for any attendees exceeding the agreed upon number of participants. The participant list must be finalized by the Customer and provided to GA no less than one (1) week in advance of the program. The Customer will coordinate pre-program communication with participants, and also whitelist the IP addresses of GA’s email provider to ensure deliverability of onboarding emails and ongoing engagement emails.
Program Design Support: The Customer will provide GA access to any materials and documents relevant to program content and design, as requested by the GA team.
Program Delivery Support: The Customer will provide a senior speaker (this may be the executive sponsor or other) to kick off the program, as well as a suitable venue for the program delivery.
Should the Customer or one of its employees need to cancel or reschedule any course, class, or workshop, any cancellation or rescheduling must be done at least fifteen (15) days prior to the scheduled start date for the program. No cancellation or rescheduling shall be permitted earlier than this window, and any payment or credit shall be considered used and nonrefundable.
14.5. On Demand myGA. If the Invoice references an “On Demand myGA,” the following additional terms and conditions shall apply:
GA will provide licenses to the myGA platform. These 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 Customer.
14.5.1. Assessment. Participants 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 participant privacy, GA is unable to provide individual participant scores to the Customer.
14.5.2. Learning Path. Participants 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 Customer.
14.5.3. Reporting. One Customer employee will receive access to the “Partner Admin” dashboard, which provides myGA license management.
14.5.4. Enhanced Engagement Support. The Customer has the option to purchase “Enhanced Engagement Support,” in addition to the assessment plus learning path content. If purchased, the Invoice will reference “On Demand MyGA plus Enhanced Engagement Support.” The following is a summary description of “Enhanced Engagement Support” services:

  • Program Management: Access to a dedicated GA engagement manager.
  • Meetings: An engagement kickoff meeting, biweekly updates, and monthly steering committee meetings. Meetings will be attended by the GA engagement manager and the Customer executive sponsor.
  • Additional Reporting: The GA engagement manager can provide additional assessment and learner progress reporting support, as agreed to by both parties, such as industry benchmarking and performance by Customer segments/groups (in the event such Customer data is made available to GA).
  • Strategy: The GA engagement manager will align the engagement with Customer goals. Activities may include: content access scheduling, event coordination, and communication planning.
  • Communications: The GA engagement manager manages communications with users to provide support and drive engagement. [SM1]

Launch Events: As agreed between GA and the Customer in advance, the GA engagement manager will conduct online launch event(s) for no more than the number of participants 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.

14.5.5. Mentorship Service. Customer has the option to purchase mentorship services, in addition to the assessment plus learning path content services. If purchased, the Invoice will reference “On Demand myGA plus Mentorship Service.” The following is a summary description of the mentorship services:

  • Five (5) 30-minute one-on-one sessions with an expert mentor.
  • Unlimited email access to Q&As with an expert mentor.

14.6. Additional Reporting or Engagement Services. For the avoidance of doubt, GA shall have no obligation to provide the Customer with any additional reports or other engagement services except as described herein, or as otherwise mutually agreed between the parties.