Starting at $3,000 USD per company per year
Discounts available for nonprofits
IntroMaps is a data visualization and membership engagement application for communities of alumni, nonprofits or corporations. IntroMaps drives fundraising results, membership retention or referral business with maps, seamless admin tools and LinkedIn.
1. Your Relationship with IntroMaps
This SaaS Service Agreement (together with the Specification Sheet attached hereto as Exhibit A, the “Agreement”) is entered into between ___[company name]_________ (“Customer”) and IntroMaps LLC (“Service Provider”) (each a “Party” and collectively, the “Parties”) as of ________________ (“Effective Date”) for the provision of IntroMaps Software-as-a-Service or “SaaS” and accompanying Services (as defined in Exhibit A).
“Customer End-Users” means those end-users of the IntroMaps Software or Services with an affiliation to the Customer’s academic institution as identified by the end-user or Customer’s enrollment records. “Customer Members” means individuals either self-identified or identified by Customer or Service Provider as being affiliated with Customer for the purposes of the provision of Services, “Deliverables” means any alumni, member, or other similar lists or other downloadable content produced by the Service or Software, “Materials” means all content and other items included with or as part of the Services, Software, such as text, graphics, logos, button icons, images, audio clips, information, data, photographs, graphs, videos, typefaces, music, sounds, and software.
3. Software License
Service Provider grants to Customer a non-exclusive, non-transferable, non-assignable, limited license to use the Software (as defined in Exhibit A) in accordance with the terms and conditions of this Agreement.
Customer shall not copy, modify, or create a derivative work, collective work, or compilation of the Software, and may not reverse engineer, decompile or otherwise attempt to extract the code of the Software or any part thereof. Customer may not license, sell, assign, sublicense, or otherwise transfer or encumber the Software; may not use the Software in a managed-services arrangement; and may not use the Software in excess of the authorized number of licensed seats for concurrent users, sites, or other criteria specified in Exhibit A. In addition, Customer may not access the Software to monitor the Service’s availability, performance, or functionality, or for any other benchmarking or competitive purpose.
Customer is further prohibited from (1) attempting to use or gain unauthorized access to Service Provider’s or to any third party’s networks or equipment; (2) permitting other individuals or entities to use the Software or copy the Software or Services; (3) attempting to probe, scan, or test the vulnerability of Software or a system, account, or network of Service Provider or any of its customers or suppliers; (4) interfering or attempting to interfere with service to any user, host, or network; (5) engaging in fraudulent activity of any nature; (6) transmitting unsolicited bulk or commercial messages to individuals; (7) restricting, inhibiting, or otherwise interfering with the ability of any other person, regardless of intent, purpose, or knowledge, to use or enjoy the Software (except for tools with safety and security functions); or (8) restricting, inhibiting, interfering with, or otherwise disrupting or causing a performance degradation to any Service Provider (or Service Provider supplier) facilities used to deliver the Services.
4. Fees; Payment
Fees under this agreement shall accrue pursuant to the Fee Schedule attached hereto as Exhibit A. Service Provider will invoice Customer on a monthly basis for the Fees Payable accrued in the previous month, such Fees Payable to be due net thirty (30) calendar days from Customer’s receipt of invoice. Service Provider reserves the right, upon Customer’s failure to pay any amount due, to: (A) suspend Service, if payment is thirty (30) days past due; (B) terminate Service in accordance with Section 5 below, if payment is ninety (90) days past due; and (C) charge interest at sixth tenths of one percent (0.6 %) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
5. Term and Termination
The initial term (“Initial Term”) of any Subscription Based Service, as defined in Exhibit A, shall commence on the Effective Date of this Agreement and extend for X years. The Parties may agree to renew this Agreement for additional terms of one year (each a “Subsequent Term”) for such services and prices specified in an updated Specification Sheet.
Prior to the expiration of the Initial Term or a Subsequent Term, either party may terminate this Agreement if the other party commits a material breach and the breach is not cured within 90 days of receipt of written notice from the injured party. If Customer has purchased multiple Services, termination of an individual Service(s) will not terminate this Agreement. Service Provide may terminate this Agreement immediately, if (1) Customer fails to make all payments when due; (2) Customer declares bankruptcy or are adjudicated bankrupt; or (3) a receiver or trustee is appointed for Customer or substantially all of Customer’s assets.
Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly or by implication are intended to survive termination.
6. Customer Support
Service Provider shall provide Customer with support services consistent with the then current support policies.
7. Suspension or Modification of Software or Services
Service Provider may suspend, terminate, withdraw, or discontinue all or part of the Services or Customer’s access or one or more End Users' access to the Software upon receipt of a subpoena or law enforcement request, or when Service Provider believes, in its sole discretion, that Customer (or Customer’s End Users) have breached any term of this Agreement or applicable terms and conditions for use of Service Provider’s Software or Services, or are involved in any fraudulent, misleading, or illegal activities. Service Provider may modify the Software, at any time, with or without prior notice to Customer and Customer agrees that Service Provider shall not be liable to Customer or any third party for any such modification. It may be necessary for Service Provider to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade any Software installed on Customer’s computer system(s) or Service Provider’s servers, which may temporarily degrade the quality of the Services or result in a partial or complete outage of the Software. Service Provider shall endeavor to provide seven (7) days advance notice of such activities, however, Service Provider provides no assurance that Customer will receive advance notification or that the Software or Services will be uninterrupted or error-free. Unless otherwise agreed to in writing between Customer and Service Provider, any degradation or interruption in the Software or Services shall not give rise to a refund or credit of any fees paid by Customer.
8. Privacy and Security
Customer may not transfer its Services or any rights conferred to Customer by this Agreement to a third party without the prior written approval of Service Provider.
10. Proprietary Rights
All right, title, and interest in the intellectual property (including all copyrights, patents, trademarks, trade secrets, and trade dress) embodied in the Materials, including the methods by which the Services are performed and the processes that make up the Services, shall belong solely and exclusively to Service Provider or its licensors, and Customer shall have no rights whatsoever in any of the above, except as expressly granted in this Agreement. The Materials are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Customer may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Materials, in whole or in part.
11. Deliverables; Content License
Notwithstanding Section 10 above, Customer shall be permitted, if Service(s) have not been terminated, to download Deliverables. All right, title, and interest in the intellectual property of Deliverables belong solely and exclusively to Service Provider and are provided to Customer for their own internal, non-commercial use, as necessary for the Customer to enjoy the benefit of Services provided by this Agreement. Customer may not resell, license or otherwise exploit Deliverables to third-parties.
Any information about Customer End-Users or Customer Members provided by Customer to Service Provider entitles Service Provider the right to use such information during and after the termination of this Agreement. Customer hereby grants to Service Provider a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to (a) access and use such information.
12. Power of Authority; Compliance with Laws
Each Party to this Agreement represents and warrants that it has the full right, power and authority to enter into this Agreement and to discharge its obligations hereunder, and that the person signing this Agreement on such Party’s behalf has been duly authorized and empowered to enter into this Agreement.
Customer represents that it is in compliance with all applicable laws by entering into this Agreement and that its provision of information about Customer End-Users and Customer Members is done in accordance with all applicable laws, internal policies, and agreements.
Service Provider is not responsible for determining whether the Software or performance of the Services, satisfies the local regulatory requirements of the country to which such Software or Services are to be delivered, and Service Provider shall not be obligated to provide any Software or perform any Services where the resulting Software or Services do not satisfy the local regulatory requirements.
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, DOCUMENTATION, OR ANY SERVICES (INCLUDING ANY CUSTOMIZATION SERVICES) PROVIDED BY SERVICE PROVIDER, ITS SUPPLIERS, OR SERVICE PROVIDERS, INCLUDING ANY WARRANTIES OF MARCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE SOFTWARE, DOCUMENTATION, AND ANY SERVICES PROVIDED BY SERVICE PROVIDER ARE PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, ACCURACY, AND EFFORT LIE WITH CUSTOMER. SERVICE PROVIDER DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE AND EXPRESSLY DISCLAIMS LIABILITY FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR CUSTOMER END-USER, OR STORED BY CUSTOMER OR CUSTOMER END-USER OR ANY END USERS OR OTHER THIRD PARTIES WHICH MAY BE AFFECTED BY THE SOFTWARE. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY SERVICE PROVIDER, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR ITS EMPLOYEES, CONTRACTORS OR AGENTS. SERVICE PROVIDER’S SUPPLIERS AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT.
14. LIMITATION OF LIABILITY
IN NO EVENT WILL SERVICE PROVIDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUFFERED BY CUSTOMER, ANY CUSTOMER END-USER, OR ANY END USER VISITING OR USING THE SERVICE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OR CORRUPTION OF DATA, AND BUSINESS INTERRUPTIONS ARISING OUT OF SERVICE PROVIDER’S PERFORMANCE OR NON-PERFORMANCE (INCLUDING WITH RESPECT TO ANY STATEMENTS OF WORK) OR ANY USE OF OR INABILITY TO USE THE SOFTWARE, OR WHETHER ARISING IN AN ACTION OF CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF SERVICE PROVIDER IS OR SHOULD HAVE BEEN AWARE, OR ADVISED, OF THE POSSIBILITY THEREOF. SERVICE PROVIDER’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE AND DOCUMENTATION, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST AROSE. CUSTOMER ACKNOWLEDGES THAT THE FEES SET FORTH IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SERVICE PROVIDER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT. SERVICE PROVIDER’S SUPPLIERS AND SERVICE PROVIDERS SHALL HAVE NO LIABILITY WHATSOEVER UNDER OR IN CONNECTION WITH THIS AGREEMENT.
(a) By Customer
Customer hereby agrees to indemnify, defend and hold harmless Service Provider, its suppliers, and service providers, and their directors, officers, employees, contractors and agents from and against any claims, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) brought by a third party arising from or related to any of the following: (1) Breach by Customer of Section 3 Software License and Section 12 Power of Authority of this Agreement, (2) Infringement of any patent, copyright, trade secret, or other intellectual property rights by any hardware or software (other than the Software) utilized by Customer in connection with the Software or Services.
(b) By Service Provider
Service Provider will defend any claim against Customer by a third party that the Software directly infringes such third party’s U.S. copyrights or misappropriates any trade secrets recognized as such under the Uniform Trade Secret law. Service Provider will pay those costs and damages finally awarded by a court of competent jurisdiction that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such claim. If the Software becomes, or in Service Provider’s opinion is likely to become, the subject of an infringement claim, Service Provider may, at its option and expense, either (i) procure for Customer the right to continue using the Software, or (ii) replace or modify the Software so that it becomes non-infringing, or (iii) if neither of the foregoing alternatives is commercially feasible, terminate Customer’s license to the Software and, upon Customer’s return or destruction of all copies of the Software, refund the amounts paid by Customer hereunder during the preceding six (6) months. Notwithstanding the foregoing, Service Provider will have no obligation under this Section or otherwise with respect to any infringement claim based upon (a) any use of the Software not in accordance with this Agreement or for purposes not intended by Service Provider, (b) any use of the Software in combination with other products, equipment, software, or data not supplied by Service Provider where the claim arises from or is based on such combination, (c) any use of any release of the Software other than the most current release made available to Customer, (d) any modification of the Software by any person other than Service Provider, or (e) Customer’s inducement of infringement. This Section 15(b) states Service Provider’s entire liability and Customer’s sole and exclusive remedy for infringement of any intellectual proprietary rights by the Software.
(c) Indemnification Procedures
The obligations set forth in Sections 15(a) and 15(b) are conditioned upon the Party entitled to a defense of a third party claim (“Indemnified Party”) notifying the other Party (“Indemnifying Party”) promptly in writing of any covered action, giving the Indemnifying Party sole control over the defense thereof and any related settlement negotiations, and cooperating and, at the Indemnifying Party’s request and expense, assisting in such defense. The Indemnified Party may also participate in the defense at its own expense.
16. Customer & System Data
The Services are not intended to replace the need for Customer to maintain regular data back-ups or redundant data archives. SERVICE PROVIDER WILL HAVE NO LIABILITY FOR LOSS OR RECOVERY OF DATA OR PROGRAMS or loss of use of system(s) arising out of the Services.
In connection with this Agreement, each party may have access to or be exposed to information of the other party that is not generally known to the public, such as software, product plans, pricing, marketing and sales information, customer lists, “knowhow,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (collectively, “Confidential Information”). Confidential Information may not be shared with third parties unless such disclosure is to the receiving party’s personnel, including employees, agents, and subcontractors, on a “need-to-know” basis in connection with this Agreement, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each Party agrees to take the necessary precautions to maintain the confidentiality of the other Party’s Confidential Information by using at least the same degree of care as such Party employs with respect to its own Confidential Information of a similar nature, but in no case less than a commercially reasonable standard of care to maintain confidentiality. The foregoing shall not apply to information that (1) was known by one Party prior to its receipt from the other or is or becomes public knowledge through no fault of the recipient; or (2) is rightfully received by the recipient from a third party without a duty of confidentiality. If a recipient is required by a court or government agency to disclose Confidential Information, the recipient shall provide advance notice to other Party before making such a disclosure. The obligations with respect to Confidential Information shall continue for five years from the termination of this Agreement.
A. Governing Law. This Agreement shall be governed in all respects by the laws of the State of California without giving effect to any conflicts of law principles that would require the application of the laws of a different jurisdiction. Any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in San Francisco County, California, and each Party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
B. No Agency. The Parties to this Agreement are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
C. Force Majeure. Except for the payment of any fees due and payable under this Agreement, neither Party’s delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the Party, provided that the Party suffering such delay immediately notifies the other Party of the delay.
D. Notices. Notice to Service Provider under this Agreement must be in writing and sent by first-class mail or courier to:
1900 S Norfolk St #350 San Mateo CA 94403
E. Assignment. Customer may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement (including its licenses with respect to the Software) to any third party. Any attempted assignment or transfer in violation of the foregoing will be void.
F. No Third Party Beneficiary. Each Party acknowledges and agrees that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the Parties, any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
G. Severability; Waiver. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
H. Construction. The headings of Sections of this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
I. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.
J. Entire Agreement. This Agreement sets forth the entire understanding and agreement between Customer and Service Provider with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.
In Witness Whereof, the Parties have executed this IntroMaps SaaS Service Agreement as of the Effective Date.