Ref Insight Software Master Services Agreement

LAST UPDATED JUNE 6, 2023 

Ref Insight Software Master Services Agreement 

This Ref Insight Master Services Agreement (the “Agreement”) is by and between Ref Insight LLC (“Ref Insight”), of 30 North Gould Street, Suite N, Sheridan, WY 82801 and the entity or  Individual (“Client”) identified in the order executed by Ref Insight and Client or identified in  

comment with the Ref Insight Account registration process (in each case, an “Order”), and  governs Client’s use, and Ref Insight’s provision, of the Ref Insight Site and Services. Each  Order, and any exhibit to an Order, is subject to this Agreement and is incorporated herein by  reference. If you are an individual and are entering into this Agreement on behalf of an entity,  you represent and warrant that you have the authority to bind such entity to all the terms and  conditions of this Agreement. Capitalized terms not otherwise defined in this Agreement have  the meaning ascribed to them in our Terms of Service. 

Ref Insight’s Intellectual Property 

As used in this Agreement, the term “Intellectual Property” shall mean all of Ref Insight’s  inventions, programming code, design patterns, algorithms, methods, software, processes,  methods, products, source code, programming, intellectual property, software, application  programming interface (api), copyright, patent applications, and other proprietary rights;  specifications, drawings, sketches, models, samples, tools, computer programs, technical  information, or other related information. 

License and Ownership 

Ref Insight grants Client a limited, non-exclusive, non-assignable, non-transferable license to  access and use its Services in legally authorized jurisdictions for personal, business, and  commercial purposes. This license is contingent upon Client’s compliance with the terms of this  Agreement, the Terms of Service, and the Privacy Policy. If at any time, Client does not agree to  this Agreement, the Terms of Service, and the Privacy Policy then Client shall immediately give  written notice to Ref Insight and cease using the Services. Any unauthorized use of the Services  shall automatically terminate the license granted to Client by Ref Insight for such use. The Client shall be solely responsible for its actions and the contents of its transmissions or information  posted via the Services. You acknowledge and agree that the Services, Intellectual Property, all  patent rights, trade secret rights, design rights, copyrights, trademark rights, and other property  rights in the Services shall at all times remain Ref Insight’s sole property. The parties agree that  the Services being provided by Ref Insight to the Client are not a work for hire and that Ref  Insight is the sole owner of Ref Insight’s intellectual property as well as all copyright thereto  (other than those items obtained as open source software or items licensed or purchased by  Ref Insight from a third party provider). Since this is not a work for hire Client will not acquire any right, title or interest in or to the Services by reason of this Agreement, except for the non exclusive license to use the Services in accordance with these terms of this Agreement, the  Terms of Service, and the Privacy Policy. 

Client does not obtain any rights to sell, rent, copy, disseminate, transfer, decompile, or modify  any of the Services or any of Ref Insight’s Intellectual Property for the use by any third parties or  for any other reason not set forth in this Agreement. 

Changes to annual commitments 

Should the Client exceed of the number of users committed to during the contract year by  more than ten per-cent (10%), Ref Insight reserves the right to invoice the Client for the  number of users exceeding the initial commitment.  

Should the Client exceed the number of assignments or transactions purchased, the Client will  be invoiced monthly for additional assignments and/or transactions made, unless other  arrangements for invoicing and payment are made in writing between Ref Insight and the  Client. 

Should the Client use less than the number of assignments and/or transactions purchased, up  to twenty per-cent (20%) of unused purchased assignments and/or transactions can be rolled  over to the subsequent contract renewal year upon request. No refunds will be provided for  purchased, but unused, assignments and/or transactions. 

Other costs and expenses 

Should the Client require travel for in-person meetings or other events, as long as approved by  the Client in writing in advance, the Client will pay Ref Insight’s travel, itemized costs, and  expenses within thirty (30) calendar days of receiving the itemized invoice for such costs and  expenses.  

Timeline and Milestones 

Ref Insight agrees to meet and discuss with the Client regarding proposed development  timelines and/or milestones concerning platform features or tools that are requested by the  Client.  

Custom Features 

Ref Insight will consider suggestions for standard features to be added to its Services and the  platform. These standard features will be determined by Ref Insight in its sole and absolute  discretion but will be developed at no additional cost to the Client. Should these features,  however, be deemed by Ref Insight in its sole and absolute discretion to require custom development specific only to the Client’s needs, secondary agreements setting forth the terms  and pricing can be created upon request for such custom projects, features, or tools. 

Warranties and Disclaimer 

Ref Insight shall provide its Services and meet its obligations under this Agreement in a timely  and professional manner, using knowledge and recommendations for performing the Services  which meet generally acceptable standards in Ref Insight's community and region, and will  provide a standard of care equal to, or superior to, care used by service providers similar to Ref  Insight on similar projects. 

Ref Insight provides the website and the Services on an "as is" and "as available" basis. Ref  Insight does not represent or warrant that the website, the Services, or their use: (i) will be  uninterrupted, (ii) will be free of inaccuracies or errors, or (iii) will meet the Client’s requirements. Ref Insight makes no warranty regarding the Services or that they will always be  free from bugs, worms, viruses, errors, or other problems commonly associated with web based programs and hereby software. Without limiting the foregoing, Ref Insight expressly disclaims all warranties, whether express, implied, or statutory, regarding the Site and the  Services including, without limitation, any warranty of merchantability, non-infringement,  fitness for a particular purpose, merchantability, non-infringement, fitness for a particular  purpose, that the Site or the Services will meet Client’s specific requirements, that the Site or  the Services will function in an uninterrupted manner, or that the Site or the Services will be  completely secure and accurate. In no event will the liability of either party in connection with  this Agreement exceed the amounts paid, if any, to the other during the previous six (6) months. Ref Insight will make commercially reasonable efforts to maintain availability of its  Services with a guarantee of 99.5% availability per month. 

Ref Insight agrees to notify Client within ten (10) business days upon discovery of an  unauthorized use of an account, any data breaches, breaches of security or any other matter or  activity that may be a threat or affect the systems of the Client in any way. 

Client agrees to notify Ref Insight immediately of any unauthorized use of an account, or any  other data breaches or breaches of security. Ref Insight will not be responsible for any liabilities,  losses, or damages arising out of the unauthorized use of the Software, whether by desktop  computer, laptop, mobile device, or any other computing device and/or account. Client agrees  to indemnify, defend, and hold Ref Insight harmless from and against any and all claims arising  from, in connection with, or related in any way, directly or indirectly, to Client’s use and the use  by each of its users of the Services.

Default 

The occurrence of any of the following shall constitute a material default under this Agreement: 

a. The failure to make a required payment when due. 

b. The insolvency or bankruptcy of either party. 

c. The subjection of any of either party's property to any levy, seizure, general assignment for  the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Services in the time and manner provided for  in this Agreement. 

Remedies on Default 

In addition to any and all other rights a party may have available according to law, if a party  defaults by failing to substantially perform any provision, term or condition of this Agreement  (including without limitation the failure to make a monetary payment when due), the other  party may terminate the Agreement by providing written notice to the defaulting party. This  notice shall describe with sufficient detail the nature of the default. The party receiving such  notice shall have ten (10) calendar days from the effective date or receipt of such notice to cure  the default(s). Unless waived by a party providing notice, the failure to cure the default(s)  within such time period shall result in the automatic termination of this Agreement. 

Dispute Resolution 

Any controversies or disputes arising out of or relating to this Agreement shall be resolved by  binding arbitration in accordance with the rules of the American Arbitration Association. The  parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the  subject matter of this Agreement. The arbitrator(s) shall not have the authority to modify any  provisions of this Agreement or to award punitive damages. The arbitrator(s) shall have the  power to issue mandatory orders and restraint orders in connection with the arbitration. The  parties hereby waive any jurisdictional or venue defenses available to them and further consent  to service of process by mail. The decision rendered by the arbitrator(s) shall be final and  binding on the parties, and judgment may be entered in conformity with the decision in any  court having jurisdiction. During the continuance of any arbitration proceeding, the parties shall  continue to perform their respective obligations under this Agreement. Each of the parties  acknowledges that there is no adequate remedy at law in the event the Client uses the Services  in any way not permitted hereunder, and hereby agrees that Ref Insight shall be entitled to  equitable relief by way of temporary and permanent injunction, and such other and further  relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and  proper, in addition to any and all other remedies provided for herein. The prevailing party in  any dispute resolved by binding arbitration, or litigation if necessary to bring or enforce an  injunction, shall be entitled to recover its attorneys’ fees and costs.‍

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Relationship of Parties 

It is understood by the parties that Ref Insight is a service provider with respect to the Client,  and not an employee or independent contractor of the Client. The Client will not provide fringe  benefits, including health insurance benefits, paid vacation, or any other employee benefit, for  the benefit of Ref Insight. 

Laws affecting electronic commerce 

The Client agrees that the Client is solely responsible for complying with laws, taxes, and tariffs  that governments enact and fix from time to time in connection with Internet electronic  commerce, and shall indemnify, hold harmless, protect, and defend Ref Insight and its  subcontractors from any cost, claim, suit, penalty, or tariff, including attorneys’ fees, costs, and  expenses, arising from the Client’s exercise of Internet electronic commerce. 

Confidentiality 

Ref Insight and its employees, agents, or representatives will not at any time or in any manner,  either directly or indirectly, use for the personal benefit of Ref Insight, or divulge, disclose, or  communicate in any manner, any information that is proprietary to the Client. Ref Insight and  its employees, agents, and representatives will protect such information and treat it as strictly  confidential. This provision will continue to be effective after the termination of this  Agreement. 

No Solicitation 

During the term of this Agreement, and for a period of twelve (12) months following expiration  or termination of this Agreement, Client agrees not to solicit, recruit, engage, or otherwise  employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis,  any Ref Insight employee or independent contractor, whether or not said person or entity has  been assigned to perform tasks under this Agreement and in connection with this section, Ref  Insight shall be entitled to seek all remedies under law and equity. 

No Exclusivity 

The parties expressly acknowledge that this Agreement does not create an exclusive  relationship between the parties. Ref Insight shall be entitled to offer and provide the same or  similar services to others, solicit other clients and otherwise advertise its services. 

Notice 

Any notice or communication required or permitted under this Agreement shall be sufficiently  given if delivered in person or by certified mail, return receipt requested, to the addresses  listed above or to such other address as one party may have furnished to the other in writing. 

The notice shall be deemed received when delivered or signed for, or on the third day after  mailing if not signed for. 

Entire Agreement 

This Agreement constitutes the entire agreement between the parties and supersedes any prior  understanding or representation of any kind preceding the date of the Agreement. There are  no other promises, conditions, understandings or other agreements, whether oral or written,  relating to the subject matter of the Agreement, other than the Terms of Service and Privacy  Policy which the parties acknowledge are also binding on them. Any modification or  amendment to this Agreement must be in writing and signed by both parties. 

Amendment 

This Agreement may be modified or amended if the amendment is made in writing and signed  by both parties. 

Severability 

If any part(s) of the Agreement is found to be held unenforceable for any reason, the remainder  of the Agreement shall continue in full force and effect. If any court of competent jurisdiction  deems any provision of the Agreement invalid or unenforceable, and if limiting such  provision(s) would make the provision valid, then such provision shall be deemed to be  construed as so limited. 

Waiver of Contractual Right 

The failure of either party to enforce any provisions of the Agreement shall not be deemed a  waiver or limitation of that party’s right to subsequently enforce and compel strict compliance  with every provision of the Agreement. 

Applicable law 

This Agreement shall be governed by the laws of the State of Wyoming. 

Counterparts/Electronic Signature 

This Agreement may be executed in one or more counterparts, each of which shall be deemed  an original but all of which shall constitute one and the same instrument. For purposes of this  Agreement, use of a facsimile, e-mail or other electronic medium shall have the same force and  effect as an original signature. The signing of this Agreement signifies the acceptance of the  terms and conditions as specified herein. It also signifies that the Client has authority to enter  into such an agreement.

Employees 

Ref Insight’s employees, if any, who perform Services for Ref Insight under this Agreement shall  also be bound by the provisions of this Agreement. 

Use of Services 

The Client represents and warrants to Ref Insight that Client’s use of the Services will not be in  violation of any state or federal law or any local ordinance, infringe the copyright, trademark,  patent, trade secret, right of privacy, right of publicity, or any other legal right of any third party  and will comply with all applicable laws, rules, and regulations. Client further represents and  warrants to Ref Insight that it is the true owner of any content uploaded to the Services and  that the content is free from any and all liens, encumbrances, or any other restrictions on  Client’s right to display or use the content, and that there are, to the best of Client’s knowledge,  no pending or threatened claims, demands, or litigation concerning any of the Content.  Furthermore, Client represents to Ref Insight that Ref Insight will not be required to make any  payments such as licensing fees or royalties to any third party in connection with the Content.