Platform Accelerator Terms

These Platform Accelerator Terms and Conditions govern the services to be performed by the Partner identified in the applicable SOW (as defined below) (“Partner”) and the client identified in such SOW (“Client”) in relation to software made available by Gruntwork, Inc. (“Gruntwork”, and such software, the “Gruntwork Software”).

The parties hereby agree as follows:

Client may order certain professional services related to Gruntwork’s Software pursuant to a statement of work or other professional services ordering document that is entered into by Partner and Client and which describes the specific services to be performed by Partner and any work product to be delivered by Partner (such services, the “Services”, and such ordering document, the “SOW”). Any and all SOWs entered into between Partner and Client, together with these Terms and Conditions, form an agreement between Partner and Client (this “Agreement”). Partner will perform the Services specified in the applicable SOW in accordance with this Agreement.

In connection with each SOW, Client will provide Partner with access to Client’s systems and facilities and otherwise cooperate with Partner, in each case, as reasonably required to permit Partner to perform the Services. Client will also make available to Partner any data, information and any other materials required by Partner to perform the Services, including any data, information or materials specifically identified in the applicable SOW (collectively, “Client Materials”). If Client is unable or unwilling to provide any reasonably required access, cooperation or Client Materials, then the parties will work together in good faith to implement a workaround that allows Partner to perform the Services. Client will be responsible for ensuring that all such Client Materials are accurate and complete

To order Services from Partner, Client must purchase the Services directly from Gruntwork by contacting Gruntwork at sales@gruntwork.io. All payments under this Agreement will be directed to Gruntwork. Partner will not accept any payment from Client pursuant to this Agreement. Client will pay Gruntwork in advance for any Services in accordance with the terms set forth in the applicable SOW. While Gruntwork is the party collecting payment for the Services provided under this Agreement, Gruntwork is not a party to this Agreement and Gruntwork is not responsible for providing any Services to Client under this Agreement. Client acknowledges and agrees that in the event of any dispute relating to the Services, such dispute will be between solely the Client and Partner. Gruntwork will not be liable for any acts or omissions of the Partner under this Agreement. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as expressly set forth below in Section 4.1.

“Deliverables” means any work product, reports or other deliverables specifically set forth in the applicable SOW and provided by Partner to Client. As between the parties, Client shall own all right, title and interest to any Deliverables and Partner hereby assigns all right, title, and interest to the Deliverables to Client, provided that if any Deliverables constitute any derivative or modification of the Gruntwork Software, then such derivative or modification will also be subject to Customer’s agreement with Gruntwork.

Both parties agree to keep all confidential information, including but not limited to, trade secrets, proprietary information, and any other non-public information, received from the other party during the course of this Agreement strictly confidential and will use such information only for the purposes of this Agreement. Each party shall take reasonable precautions to protect such confidential information, including but not limited to, using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care. Each party shall not disclose such confidential information to any third party without the other party's prior written consent. The obligations of confidentiality shall survive the termination of this Agreement.

Partner warrants that the Services will be performed in a good and workmanlike manner consistent with applicable industry standards. This warranty will be in effect for a period of thirty (30) days from the completion of any Services. In the event of a breach of this warranty, Partner will promptly re-perform the Services to bring them into compliance with the warranty. If the Partner is unable to re-perform the Services in a manner that meets this limited warranty within 30 days after receipt of notice of warranty breach, either party may terminate this Agreement and the Client shall be refunded monies paid for the non-conforming portion of the services. The foregoing constitutes the Client's sole and exclusive remedy and Partner's entire liability for any breach of the warranty.

THE EXPRESS WARRANTIES SET FORTH ABOVE IN SECTION 4.1 ARE IN LIEU OF, AND PARTNER DISCLAIMS, ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO THE SERVICES OR DELIVERABLES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Partner will perform the Services during the period of time set forth in the SOW. Each party will have the right to terminate any SOW (and all Services thereunder) if the other party breaches any material term of such SOW or this Agreement with respect to such SOW and fails to cure such breach within ten (10) days after receipt of written notice thereof. Each party may terminate this Agreement upon written notice to the other party if there are no SOWs then outstanding. Upon the completion or termination of any SOW: (i) Partner will promptly return to Client all Client Materials provided under the SOW; and (ii) each party will promptly return to the other party all confidential information of the other party in its possession or control obtained under the SOW. All fees that have accrued as of such expiration or termination, and Sections 2, 3, 4.2, 5, 6, 7, 8 and 9 of these Terms and Conditions, will survive the completion or termination of any SOW.

During the term of this Agreement and for a period of twelve (12) months thereafter, both Client and Partner will not recruit or otherwise solicit for employment any employees of the other party who participated in the performance or receipt of Services without the express prior written approval of the other party.

EXCEPT FOR LIABILITY ARISING OUT OF A BREACH OF SECTION 3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF REVENUES OR PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY ARISING OUT OF A BREACH OF SECTION 3 OR CLIENT’S PAYMENT OBLIGATIONS HEREUNDER, NEITHER PARTY’S LIABILITY HEREUNDER FOR ANY DAMAGES (WHETHER FOR BREACH OF CONTRACT, MISREPRESENTATIONS, NEGLIGENCE, STRICT LIABILITY, OTHER TORTS OR OTHERWISE) SHALL EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID TO PARTNER HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

Except for payment obligations, neither party hereto will be liable for defaults or delays due to Acts of God, or the public enemy, acts or demands of any government or governmental agency, fires, floods, accidents, or other unforeseeable causes beyond its control and not due to its fault or negligence.

This Agreement shall be governed by and construed under the laws of the State of Delaware. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect. This Agreement and any SOW entered into between Partner and Client represents the entire agreement between the parties and supersedes any previous or contemporaneous oral or written agreements or communications regarding the subject matter of this Agreement. Conflicts between the terms of this Agreement and any SOW shall be resolved in favor of the SOW. Any modification to this Agreement must be in writing and signed by a duly authorized agent of both parties. This Agreement shall control over additional or different terms of any purchase order, confirmation, invoice or similar document, even if accepted in writing by both parties, and waivers and amendments to this Agreement shall be effective only if made by non-pre-printed agreements clearly understood by both parties to be an amendment or waiver to this Agreement. The rights and remedies of the parties hereunder will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement. This Agreement may not be assigned by either party without the prior written approval of the other, except that either party may assign this Agreement to a successor to all or substantially all of the business or assets to which this Agreement relates; and any purported assignment in violation of this section shall be void.