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iGurus Master Services Agreement (MSA)

Last Updated: April 6th, 2025

This Master Services Agreement ("Agreement") governs the access and use of one or more services ("Services") provided by iGurus, Inc., a Delaware-based corporation (including its affiliates, subsidiaries, and related entities) ("iGurus," "Company," "we," "us," or "our"). This Agreement, along with any applicable Order Forms, governs the rights, obligations, and responsibilities of both iGurus and the customer ("Customer," "you," "your") in relation to the Services.

By accepting this Agreement, either by signing an Order Form, clicking "I agree," or otherwise using the Services, you confirm that you have read, understood, and agreed to be bound by these terms. If you do not agree, you must immediately cease using the Services.

1. DEFINITIONS

For the purposes of this Agreement, the following definitions apply:

1.1 "Affiliate" – Any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement.

1.2 "Customer" – The individual, company, or legal entity entering into this Agreement and/or executing an Order Form with iGurus.

1.3 "Services" – The platform, online courses, tools, APIs, and any related services offered by iGurus that are purchased by Customer under an applicable Order Form.

1.4 "Users" – Employees, contractors, or any authorized individuals permitted by the Customer to access and use the Services.

1.5 "Fees" – The monetary amounts payable by the Customer to iGurus for access to the Services.

1.6 "Order Form" – The binding document mutually executed by iGurus and Customer specifying:

  • The Services purchased
  • Number of licenses or user seats
  • Subscription period and renewal terms
  • Billing, payment terms, and pricing
  • Any additional terms

1.7 "Personal Data" – Any information relating to an identified or identifiable natural person, as protected under applicable data protection laws (e.g., GDPR, CCPA, LGPD).

1.8 "Subscription Period" – The period during which the Customer has paid for and is granted access to the Services, as specified in an Order Form.

2. PROVISION OF SERVICES

2.1 Access & License Grant
iGurus grants Customer and its Users a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services during the Subscription Period for internal business or educational purposes only.

2.2 Affiliate Access
Affiliates of the Customer must request access separately and enter into their own Order Form to use the Services. Customer remains fully responsible for the actions and compliance of its Affiliates.

2.3 Service-Specific Terms
Certain iGurus Services may be subject to additional terms and conditions, which:

  • May be attached to the Order Form as part of the contractual agreement.
  • May be referenced in a separate agreement or policy made available to the Customer prior to purchase.

In the event of any conflict between these additional terms and this Agreement, the additional terms shall prevail concerning the specific Service to which they apply.

 

3. TERMS OF USE & RESTRICTIONS

Customer and its Users must adhere to the following:

3.1 Prohibited Uses

Customer and its Users must not:
(a) Use the Services unlawfully or in a manner that infringes any third party’s rights.
(b) Copy, distribute, resell, modify, or create derivative works from the Services or any related content.
(c) Introduce any harmful computer code, viruses, malware, or other programs intended to disrupt, damage, or interfere with the Services, Courses, or third-party integrations.
(d) Input or transmit any racist, hateful, sexist, pornographic, defamatory, libelous, or otherwise inappropriate content within the Services.
(e) Engage in data scraping, spidering, or use automated means to access unauthorized API endpoints or extract data from the iGurus platform.
(f) Use the Services to develop a competing product or business that rivals iGurus.
(g) Share login credentials among multiple individuals, transfer a user license (except in connection with termination of employment), or otherwise permit unauthorized persons to access the Services.
(h) Use iGurus’ APIs in violation of the iGurus API License Agreement or instruct third parties to access the APIs unlawfully.
(i) Use the Services for any purpose other than learning, training, or other authorized educational purposes.
(j) Allow access to individuals under the legal age of consent (e.g., under 13 in the U.S.) without obtaining proper parental or guardian consent.

3.2 Account Security

Customer is fully responsible for the security of its account, including:

  • Protecting login credentials.
  • Ensuring only authorized Users access the Services.
  • Reporting unauthorized use to iGurus immediately.

3.3 Compliance with Trade & Export Laws

(a) Customer represents and warrants that neither it nor its Users are:

  • Located in, or a resident of, any country subject to U.S. trade sanctions or embargoes.
  • Named on any U.S. government restricted lists, including:
    • The Office of Foreign Assets Control (OFAC) Sanctions List.
    • The Denied Persons List or other trade-restricted lists maintained by the U.S. Department of Commerce.
      (b) Customer shall not permit any User to access or use the Services in a U.S.-embargoed country or in violation of any applicable U.S. export laws.

4. VIOLATIONS & ENFORCEMENT

If iGurus determines that Customer or any of its Users has violated the restrictions set forth in Terms of Use (collectively, the “Terms of Use”), iGurus will:
(a) Notify Customer of the violation if it is remediable.
(b) Allow Customer ten (10) days to cure the violation.
(c) If Customer fails to remedy the violation within this period, iGurus may suspend or terminate access to the Services for the Customer or relevant Users.

Additionally, iGurus reserves the right to remove or modify any content that:

  • Violates the Terms of Use.
  • Is reported by users as inappropriate.
  • Is deemed harmful, defamatory, obscene, or otherwise objectionable.

5. FEES & PAYMENT TERMS

5.1 Payment Obligations

Customer agrees to pay all Fees as specified in the applicable Order Form(s). Unless otherwise stated in an Order Form:

  • All payments must be made in U.S. dollars.
  • Future add-ons or subscription renewals after the initial Subscription Period shall be subject to the standard subscription pricing in effect at the time of purchase.

5.2 Late Payments

  • iGurus reserves the right to charge 1.5% interest per month or the maximum interest permitted by law on overdue amounts.
  • Customer is responsible for all collection costs associated with recovering overdue payments.

5.3 Taxes

The Fees stated in this Agreement are exclusive of all federal, state, local, and foreign taxes, levies, and assessments, including but not limited to value-added, use, sales, and withholding taxes.

  • Customer Responsibility: Customer agrees to bear and be responsible for the payment of all such taxes imposed on Customer arising out of this Agreement, excluding any taxes based on iGurus’ income, gross receipts, business and occupation tax, or employment-related taxes.
  • Withholding Tax: If tax withholding is required under applicable law, the Customer shall pay the required amount to the relevant governmental authority and provide iGurus with a valid withholding tax certificate while remitting the residual balance of the Fees to iGurus.

5.4 Self-Service Subscriptions & Team Plan

For Customers purchasing a Team Plan or any other self-service subscription, an electronic Order Form must be submitted online.

Auto-Renewal:

Unless Customer disables auto-renewal in the Services or provides at least 30 days’ written notice before the end of the term, the subscription automatically renews for a new period equal to the initial term.

 

6. CONFIDENTIALITY

6.1 Definition of Confidential Information

  • Any business, technical, or proprietary information shared between the parties is Confidential Information.
  • Both parties agree to protect this information from unauthorized disclosure.

6.2 Exclusions & Legal Disclosure

Confidential Information does not include information that:
(a) Was publicly known and made generally available prior to disclosure by the Disclosing Party.
(b) Becomes publicly known after disclosure through no wrongful act of the Receiving Party.
(c) Is lawfully in the Receiving Party’s possession prior to receiving it from the Disclosing Party.
(d) Is lawfully obtained from a third party without a known breach of confidentiality.
(e) Is independently developed by the Receiving Party without reference to Confidential Information.

Legal Disclosure Exception

The Receiving Party may disclose Confidential Information if required by law, provided that:

  • The Receiving Party uses reasonable efforts to seek confidential treatment of the disclosed information.
  • If legally permitted, the Receiving Party provides prior written notice to the Disclosing Party so they may seek a protective order or take other legal action.

7. DATA PRIVACY & SECURITY

7.1 Processing of Personal Data (Expanded)

Customer acknowledges that iGurus may process Personal Data for the following purposes:
(a) Storage and processing in accordance with this Agreement and applicable Order Forms.
(b) Processing initiated by Users in their use of the Services.
(c) Processing based on documented Customer instructions, including requests via email or support tickets, where such instructions comply with this Agreement.

7.1.1 Data Protection Agreement (DPA) Requirement

If Customer is subject to data privacy laws (e.g., GDPR, CCPA, LGPD), Customer must request from iGurus a Data Protection Agreement (DPA) prior to providing any Personal Data to iGurus.

7.2 Customer’s Responsibility

  • Customer is solely responsible for ensuring that all Personal Data provided is lawfully collected and processed.
  • Customer must provide legally required notices to its Users.

8. WARRANTIES & DISCLAIMERS

8.1 No Warranty

Except as otherwise agreed in writing by the parties, iGurus provides the Services "AS IS" and "AS AVAILABLE", without any warranties, express or implied.

iGurus disclaims all representations, conditions, and warranties relating to the Services, including but not limited to:
(a) Merchantability – No guarantee that the Services are fit for general use.
(b) Accuracy – No guarantee that any information, content, or data is correct.
(c) Fitness for a Particular Purpose – No guarantee that the Services will meet specific Customer needs.
(d) Non-Infringement – No guarantee that the Services do not infringe third-party rights.
(e) Availability – No guarantee of uninterrupted access, uptime, or service reliability.

Third-Party Systems Disclaimer

iGurus makes no warranties regarding any third-party systems, platforms, or integrations accessed through the Services, including:

  • Third-party learning platforms, tools, or software used alongside iGurus Services.
  • External APIs or services connected to iGurus for additional functionality.
  • Any third-party infrastructure dependencies (e.g., cloud hosting providers).

iGurus is not responsible for disruptions, errors, or damages caused by third-party systems.

8.2 Limitation of Liability

Neither party will be liable for any subject matter of this Agreement under any theory of contract, negligence, strict liability, or other legal theory for:

(a) Any indirect, incidental, punitive, or consequential damages.
(b) An aggregate amount exceeding the total Fees paid or payable by Customer to iGurus in the 12 months prior to the date the claim arose.

Exceptions to the Liability Limitations:

Notwithstanding the above limitations:

  • Any indemnified liability and any liability arising from a violation of the Terms of Use shall not be subject to these limits.
  • Liability for a breach of confidentiality obligations shall be limited to three times the total Fees paid or payable in the 12 months prior to the claim.

8.3 Indemnification (Expanded)

8.3.1 iGurus' Indemnification Obligations

iGurus shall defend, indemnify, and hold harmless the Customer from any third-party claims that allege:
(a) The Services infringe upon a third party’s intellectual property rights ("Claim Against Customer").

iGurus may, at its sole discretion:
(i) Modify the Services to avoid infringement.
(ii) Obtain a license for the Customer to continue using the Services.
(iii) Terminate this Agreement or affected Order Forms and issue a pro-rated refund for unused Services.

iGurus will not be liable for an infringement claim if:

  • The Customer uses the Services outside the permitted scope of the Agreement.
  • The Customer modifies the Services without iGurus' authorization.

8.3.2 Customer's Indemnification Obligations

Customer shall defend, indemnify, and hold harmless iGurus from any third-party claims arising from:
(a) Customer’s or its Users’ violation of the Terms of Use ("Claim Against iGurus").

8.3.3 Indemnification Requirements

The party seeking indemnification must:
(i) Promptly notify the indemnifying party of the claim.
(ii) Allow the indemnifying party to assume full control of the defense or settlement.
(iii) Reasonably assist in the defense or settlement, at the indemnifying party’s request and expense.

8.3.4 Settlement Restrictions

Neither party may enter into a settlement or consent to judgment that:

  • Imposes liability or obligations on the other party.
  • Diminishes the other party’s legal rights.
  • Results in a financial obligation for the other party without prior written consent, which shall not be unreasonably withheld.

 

9. TERM & TERMINATION

9.1 Term
This Agreement shall remain in effect until all active Order Forms expire or are terminated.

Unless otherwise stated in an applicable Order Form, the Subscription Period shall automatically renew for successive periods equal to the initial term, unless either party provides at least 30 days’ written notice of non-renewal prior to the end of the current Subscription Period.

9.2 Termination for Breach
Either party may terminate this Agreement if the other party materially breaches its obligations and fails to cure the breach within 30 days.

9.3 Refund Policy

  • If iGurus terminates without cause, Customer may receive a pro-rated refund for unused Services.
  • No refunds will be issued for terminations due to Customer’s violations.

9.4 Trial Subscriptions

iGurus may, at its sole discretion, offer Customers a Trial Subscription to access the Services for a period of up to 14 days, or for a longer period as mutually agreed between the parties (“Trial Period”). Trial Subscriptions are subject to the terms of this Agreement, except that:

(a) Trial Subscriptions may only be used for evaluation purposes to determine whether to purchase a paid subscription.
(b) Trial Subscriptions are provided "AS IS" and "AS AVAILABLE", without any warranties or guarantees of performance.
(c) iGurus’ total liability for any claim arising from a Trial Subscription is capped at $100.00 USD.

At the end of the Trial Period, the Customer must execute an Order Form and pay the applicable Fees to continue using the Services. If no Order Form is executed, the Agreement automatically terminates as it relates to the Trial Subscription. Continued use of the Services after the Trial Period is subject to the terms of this Agreement.

Feedback from Trial Use

If Customer provides feedback, suggestions, or recommendations regarding the Services during the Trial Period, Customer agrees that:

  • iGurus shall own all rights, title, and interest in such feedback.
  • iGurus may use feedback freely, without attribution, compensation, or restriction.
  • Such feedback shall be treated as iGurus' Confidential Information.

 

10. JURISDICTION & GOVERNING LAW

This Agreement shall be governed by the laws of the State of Indiana, USA, without regard to its conflict of laws provisions. Subject to applicable international compliance standards.

  • Each party consents to the exclusive jurisdiction and venue of the state or federal courts located in Indiana, USA for all disputes arising under this Agreement.
  • If the Customer is located outside the U.S., alternative dispute resolution mechanisms may apply.
  • Attorneys’ Fees: In the event of a dispute regarding this Agreement, the prevailing party shall be entitled to recover from the other party all reasonable attorneys’ fees and costs incurred in resolving the dispute.

10.1 Special Terms for Indian Customers

If the Customer is located in India, then:

(a) This Agreement is governed by Indian law, and disputes shall be resolved in the courts of Delhi, India.

(b) Any dispute, claim, or non-payment shall be settled by mandatory arbitration in accordance with the Arbitration and Conciliation Act, 1996.

(c) Arbitration shall be conducted by a sole arbitrator, mutually agreed upon by both parties. If no agreement is reached within 30 days, each party shall appoint one arbitrator, and the two arbitrators shall appoint a third arbitrator.

(d) The arbitration venue shall be Delhi, India, and the proceedings shall be conducted in English.

(e) All fees payable by Indian Customers shall be in Indian Rupees (INR).

11. ENTIRE AGREEMENT

This Agreement, along with any mutually executed Order Forms, constitutes the entire agreement between the parties and supersedes all prior communications, proposals, or agreements, whether oral or written.

Agreement Modifications:

iGurus reserves the right to modify, add, or remove terms of this Agreement at any time. Such changes become effective immediately upon posting. Customers are encouraged to review the Agreement periodically.

 

For any legal inquiries, contact support@igurus.org

11.1 Language

This Agreement is originally drafted in English. Any translations provided are for convenience only, and the English version shall control in case of discrepancies.

11.2 Publicity

Customer grants iGurus the right to use Customer’s company name and logo as a reference for marketing or promotional purposes, including:

  • Displaying Customer’s name and logo on iGurus’ website.
  • Including Customer in marketing materials such as case studies or presentations.

Customer may withdraw this permission at any time by providing written notice to iGurus.

 

11.3 Assignment

You may not assign, transfer, or delegate any rights or obligations under this Agreement without prior written consent from iGurus. Any attempted assignment without consent is null and void. iGurus may freely assign or delegate this Agreement without restriction.

11.4 Notices

All legal notices must be provided in writing and will be deemed received when:

  • Delivered via email to the registered address on file.
  • Sent via certified mail to the recipient’s official business address.

Legal notices to iGurus should be sent to:
📩 support@igurus.org

11.5 No Injunctive Relief

You acknowledge and agree that you shall not seek, nor be entitled to, rescission, injunctive, or other equitable relief against iGurus for any claim related to the Services or any content made available through the platform. You expressly waive any right to enjoin or restrain the operation, functionality, or distribution of iGurus' Services.

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