THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into as of the date set forth on the signature page attached hereto (“Effective Date”), by and between Ampersand Professionals, Inc., a Delaware corporation (the “Company”), and the entity set forth on the signature page (the “Client”) (Company and Client each a “Party” and collectively, the “Parties”). This Agreement is governed by the Terms of Use which are
referenced in the last paragraph.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in further consideration of the mutual promises set forth herein, the Parties agree as follows:
1. SERVICES; LICENSE
1.1 Services. Company shall provide the Services to Client as described in Schedule 1.1, attached hereto and incorporated herein (the “Services”). Company shall complete the Services in Company’s sole discretion and control and has complete authority and final decision-making ability with respect to performing the Services. When performing the Services, other than as may be otherwise set forth herein, Company will provide its own equipment, and other materials. Client shall make its facilities and equipment, if any, available to Company when
necessary to perform the Services.
1.2 Grant of License. Subject to and conditioned upon Client’s strict compliance to all terms and conditions set forth in this Agreement, Company hereby grants to Client during the Term (as defined below) an irrevocable, non-exclusive, non-delegable, non-assignable, non-transferable, non-sublicensable, limited license to
access and use, and provide access to Client’s users, (“Users”), the Platform, in which Company collects data and analytics (the “Company License”).
2. TERM
The term of this Agreement shall begin on the Effective Date and continue for an initial term of one (1)year (the “Initial Term”). This Agreement shall automatically renew at the end of the Initial Term and at the end of each one (1) year period thereafter (each a “Renewal Term”) unless otherwise terminated by either Party prior to the end of the Initial Term or any Renewal Term (the Initial Term and each Renewal Term collectively, the “Term”).
3. FEES
3.1 License Fee. As compensation for the Company Licenses and access to the Ampersand training platform (the “Platform”), Client shall pay Company an amount equal to Two Hundred Five Hundred and 00/100 ($250.00) (the “Minimum Fee”) per year, which will grant access to the Platform for up to one (1) Client users
(each a “User” and collectively, the “Users”). Client shall pay the Minimum Fee regardless of whether the User accesses the Platform. During the Term of this Agreement, Client shall pay and deliver the Fee to Company at the beginning of the Initial Term and on the first day of each Renewal Term thereafter.
4. TERMS OF USE
This Agreement, made and entered into as of the Effective Date between the Parties, is subject to and incorporates by reference the Terms of Use, which can be found at https://www.ampersandpro.com/terms, (the“Terms of Use”). All capitalized terms used in this Agreement have the meanings stated in the Terms of Use, unless stated otherwise. In the event of any conflict between the Terms of Use and this Agreement, the terms of this Agreement shall control. By signing this Agreement, Client represents and warrants that (a) it and all of its users with access to the Platform, have read, understand, and agree to be bound by the Terms of Use and the terms of this Agreement and (b) each has full power and authority to accept the Terms of Use and this Agreement.
