Last Modified: December 12, 2018

This document (the “Agreement”) contains the terms and conditions for the services between General Assembly Space, Inc. or the applicable entity listed on the Receipt (“General Assembly” or “GA”), and the entity or individual (“Customer” or “You”) that purchased services related to an applicable receipt or other purchase confirmation or online ordering process to which this Agreement governs (the “Receipt”).

1. Introduction. The parties have agreed for GA to provide Customer with certain educational programming or services through myGA and/or its other online platforms (the “Services”). The terms and conditions governing such Services are outlined under this Agreement.

By purchasing services through a Receipt referencing this Agreement or accessing or using the Services, 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.

This Agreement can be updated from time to time in accordance with Section 9 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at generalassemb.ly/purchase-terms-and-conditions. 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 and all documents, online platforms, materials, information, data, or content used by GA and/or furnished or delivered to Customer (collectively, “General Assembly Materials”). GA grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to allow Customer to use the General Assembly Materials as would reasonably be expected for Customer to use the Services provided by GA. This license does not permit Customer 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 Customer. Furthermore, in no event shall Customer 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. General Assembly does not grant to Customer any license, either directly or by implication, estoppel or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO GA.

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 Receipt (if applicable) and will continue in effect until the earlier of: (a) the completion or expiration of all Services related to such Receipt (if applicable), 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) Customer will pay all unpaid amounts owed to GA. If 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 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 Customer, in accordance with this Section, then Customer will pay any unpaid fees related to an Receipt. In no event will termination of this Agreement relieve 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 Receipt, as applicable (the “License Start Date”). Such licenses shall end twelve (12) months after the License Start Date, unless another date is specified on the Receipt or such licenses are otherwise terminated in accordance with the provisions herein.

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 or 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. 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 Customer to GA during the 12 months immediately preceding the claim giving rise to such liability.

Each of GA and 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; and (b) it will perform its obligations and duties and exercise its rights under this Agreement in compliance with all laws applicable to it.

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.

7. No Assignment; Transfer. Neither party may assign or transfer this Agreement without the written consent of the other party. Customer understands that the license granted herein is intended for use by a single person only and may not be used, lent, or transfered by any third parties. Violations of this Section 7 could include GA terminating the Customer’s access and a requirement by Customer to pay GA for any fees for such overuse.

8. 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.

9. 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 Receipt, 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 Receipt 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.

10. Suspension or Removal of Customer Access. GA reserves the right to suspend or remove, at GA’s sole discretion, any 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 Customer for the cost of the relevant participant’s Services and 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 Customer.

11. Billing Terms Conditions; Taxes. Customer will pay GA 100% of the balance due on an applicable Receipt in exchange for the services related to such Receipt or as described in the online ordering process (the “Program Fees”).  Customer understands and agrees that such Program Fees are non-refundable and non-cancelable for any reason. 

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 does not include any taxes based on GA’s income.

12. 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; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow anyone to access or use our Services in violation of any U.S. or other export embargoes, prohibitions or restrictions; and (d) you will comply with all applicable laws regarding the transmission of data exported from the country in which you are located to the United States.