Legal · Enterprise
Master Services Agreement
Governing access, financial commitments, data handling, liability, and operating terms for enterprise customers of iGurus.
This Agreement governs the use of iGurus services by enterprise customers. You get a limited, non-transferable licence for internal use only. Fees are in USD, late payments accrue interest. Both parties keep each other's information confidential. Liability is capped at 12 months' fees. Either party can terminate for material breach with 30 days' cure period. Indiana law governs all disputes.
Definitions
For the purposes of this Agreement, the following definitions apply within all contractual frameworks and service schedules:
- 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 seats, subscription details, billing terms, and any specific ad-hoc provisions.
- 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.
Order Form Structural Breakdown
Each executed Order Form will inherently detail:
- The Services purchased
- Number of licenses or user seats
- Subscription period and renewal terms
- Billing, payment terms, and pricing
- Any additional terms specific to the scope of procurement
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.
Terms of Use & Restrictions
Customer and its authorized Users must adhere strictly to the behavioral and compliance boundaries outlined below.
3.1 Prohibited Uses
Customer and its Users must not:
- Use the Services unlawfully or in a manner that infringes any third party's rights.
- Copy, distribute, resell, modify, or create derivative works from the Services or any related content.
- Introduce any harmful computer code, viruses, malware, or other programs intended to disrupt, damage, or interfere with the Services, Courses, or third-party integrations.
- Input or transmit any racist, hateful, sexist, pornographic, defamatory, libelous, or otherwise inappropriate content within the Services.
- Engage in data scraping, spidering, or use automated means to access unauthorized API endpoints or extract data from the iGurus platform.
- Use the Services to develop a competing product or business that rivals iGurus.
- 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.
- Use iGurus' APIs in violation of the iGurus API License Agreement or instruct third parties to access the APIs unlawfully.
- Use the Services for any purpose other than learning, training, or other authorized educational purposes.
- Allow access to individuals under 18 years of age. iGurus is strictly an 18+ platform. Customer must not permit minors to access the Services under any circumstances.
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, or named on any U.S. government restricted lists, including the Office of Foreign Assets Control (OFAC) Sanctions List and 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.
Violations & Enforcement
If iGurus determines that Customer or any of its Users has violated the restrictions set forth in the Terms of Use, iGurus will:
- Notify Customer of the violation if it is remediable.
- Allow Customer ten (10) days to cure the violation.
- 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.
iGurus reserves the right to remove or modify any content that violates the Terms of Use, is reported by users as inappropriate, or is deemed harmful, defamatory, obscene, or otherwise objectionable.
Fees & Payment Terms
5.1 Payment Obligations
Customer agrees to pay all Fees as specified in the applicable Order Form(s). Unless otherwise stated:
- 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 Execution: Unless Customer disables auto-renewal in the Services management console 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.
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 using the same degree of care they use to safeguard their own data.
6.2 Exclusions
Confidential Information does not include information that:
- Was publicly known and made generally available prior to disclosure by the Disclosing Party.
- Becomes publicly known after disclosure through no wrongful act of the Receiving Party.
- Is lawfully in the Receiving Party's possession prior to receiving it from the Disclosing Party.
- Is lawfully obtained from a third party without a known breach of confidentiality.
- 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.
Data Privacy & Security
7.1 Processing of Personal Data: Customer acknowledges that iGurus may process Personal Data for the following system matrices:
- Storage and processing in accordance with this Agreement and applicable Order Forms.
- Processing initiated by Users in their direct operational use of the platform Services.
- 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): If Customer is subject to data privacy laws (e.g., GDPR, UK GDPR, CCPA, LGPD), the parties' data processing relationship is governed by iGurus' Data Processing Agreement, which is incorporated into this Agreement by reference. Customer must execute the DPA prior to providing any Personal Data to the platform.
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 corresponding corporate Users.
7.3 Licence to Customer Data: Customer grants iGurus a limited, non-exclusive, worldwide licence to access, store, and process Customer Data (including Personal Data) solely to the extent necessary to provide the Services under this Agreement and any applicable Order Form. iGurus acts as a data processor with respect to Personal Data contained in Customer Data; Customer acts as the data controller. iGurus shall not use Customer Data for any purpose other than providing the Services and shall process Personal Data only in accordance with Customer's documented instructions and the Data Processing Agreement.
Warranties & Limitations of Liability
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:
Merchantability
No guarantee that the Services are fit for general use.
Accuracy
No guarantee that any information, content, or data is correct.
Fitness for a Particular Purpose
No guarantee that the Services will meet specific Customer needs.
Non-Infringement
No guarantee that the Services do not infringe third-party rights.
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, external APIs, or infrastructure dependencies (e.g., cloud hosting providers). iGurus is not responsible for disruptions, errors, or damages caused by third-party configurations.
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:
- Any indirect, incidental, punitive, or consequential damages.
- 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 Obligations
8.3.1 iGurus' Indemnification Obligations: iGurus shall defend, indemnify, and hold harmless the Customer from third-party claims alleging that the Services infringe upon a third party's intellectual property rights ("Claim Against Customer"). iGurus may, at its sole discretion: (i) modify the Services, (ii) obtain a license for the Customer, or (iii) terminate this Agreement or affected Order Forms and issue a pro-rated refund for unused Services. iGurus will not be liable if the Customer uses the Services outside the permitted scope or modifies them without authorization.
8.3.2 Customer's Indemnification Obligations: Customer shall defend, indemnify, and hold harmless iGurus from any third-party claims arising from 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, (ii) allow the indemnifying party to assume full control of the defense or settlement, and (iii) reasonably assist at the indemnifying party's 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, or results in a financial obligation for the other party without prior written consent.
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:
- Trial Subscriptions may only be used for evaluation purposes to determine whether to purchase a paid subscription.
- Trial Subscriptions are provided "AS IS" and "AS AVAILABLE", without any warranties or guarantees of performance.
- 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.
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.
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:
- Venue
- Each party consents to the exclusive jurisdiction and venue of the state or federal courts located in Greenwood, Indiana, USA for all disputes arising under this Agreement.
- Non-U.S. Customers
- 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.
Entire Agreement & Administrative Provisions
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.
11.1 Language & 11.2 Publicity
This Agreement is originally drafted in English. Any translations provided are for convenience only, and the English version shall control in case of discrepancies.
Customer grants iGurus the right to use Customer's company name and logo as a reference for marketing or promotional purposes, including displaying it on iGurus' website and including Customer in marketing materials. Customer may withdraw this permission at any time by providing written notice.
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.
11.5 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.
All legal notices must be provided in writing and will be deemed received when delivered via email to the registered address on file, or sent via certified mail to: iBrothers Group LLC, Greenwood, Indiana, USA.
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