Master License Agreement
GoodUp BV offers a Software as a Service (SaaS) Platform to organisations to enable users to contribute to Purpose projects with their time, skills and money and see the progress and results of those projects.
The Customer wishes to use the Purpose Engagement Software as a Service platform developed by GoodUp BV and the parties have entered into an Order Form (as defined below) for this use. The use of the software is governed by the terms and conditions of this GoodUp Master License Agreement.
1.1 In this Agreement the following terms shall have the meanings set out below:
“Agreement” means this GoodUp Master License Agreement.
“Confidential Information” means any information relating to the terms and subject matter of, and negotiations leading to, the Order Form and this Agreement and any confidential knowledge or information with respect to GoodUp or the Customer or their respective businesses;
“Customer” means a natural or legal person who enters into an Order Form with GoodUp.
“GoodUp” means GoodUp BV, a limited liability company with its registered office in Amsterdam, the Netherlands, registered with the Dutch trade register under number 34295254.
“Order Form” means GoodUp’s order form for the Platform and/or Services.
“Platform” means the GoodUp software for the use of Customer, as described in the Order Form.
“Services” means all (SaaS) platform and additional services offered by GoodUp.
“User” means a user of the Platform, authorized by the Customer to access the Platform.
2.1 Scope. This Agreement applies to every offer and agreement, by way of an Order Form or otherwise, concluded by GoodUp or one of its subsidiaries and a Customer.
2.2 Start Agreement. The Agreement is effective as of the date of the initial Order Form signed by Customer, which signature constitutes acceptance by the Customer of the terms of this Agreement.
2.3 Additional Services. For additional services to be provided by GoodUp to Customer, other than as included in a signed Order Form, GoodUp and the Customer will sign a new Order Form.
2.4 Changes. GoodUp may change this Agreement from time to time. GoodUp shall inform the Customer of any changes to this Agreement.
2.5 Use after changes. Use of the Services after the date the changes take effect shall constitute acceptance of these changes by the Customer.
3. License and use of software
3.1 License. GoodUp hereby grants Customer a non-exclusive, personal, non-transferable, fee-bearing license to use the Platform for the time period specified in the Order Form and commencing on the date specified in the Order Form.
3.2 License term. The license does not include the right for Customer to sub-license the Platform or any other software of GoodUp.
3.3 Users. If a maximum number of Users has been agreed upon in the Order Form, Customer shall see to it that the number of Users shall not exceed the agreed upon maximum without prior approval of GoodUp, which approval may be subject to new conditions.
3.4 Intellectual Property. The software, any accompanying services, all copyrights, patent rights, trademark rights, other intellectual and industrial property rights, whether existing or newly developed, are exclusively owned by GoodUp, except for software or rights thereof that is newly developed by GoodUp to be integrated in the software system of the Customer.
3.5 Customer Data. Customer retains all rights to Customer Data. GoodUp disclaims all ownership and other rights as to Customer Data, except any limited rights granted by Customer to allow the Software to analyze Customer Data.
3.6 No Transfers. None of the provisions of the Order Form or this Agreement can be construed to signify a complete or partial transfer of these rights to Customer or a third party.
3.7 Intellectual Property infringement. In the event of any actual or suspected infringement of the intellectual property rights of GoodUp, or anything else which might be detrimental to its ownership thereof or goodwill connected therewith, coming to Customers notice during the term of this Agreement, Customer shall promptly notify GoodUp thereof and join with GoodUp in taking such steps, against the alleged infringer or such other (legal) actions as GoodUp may deem necessary to stop the infringement.
3.8 Functionalities. Any new functionality of the Services will always be developed as a (standard) functionality available for all customers of GoodUp for that particular Service, provided that the addition of these new functionalities may require extra (integration) activities by GoodUp and can also lead to an adjustment of the fee for the Services, in which case GoodUp and the Customer will sign an additional order form for these activities and (new) Services.
3.9 Content. Customer is solely responsible for the content and accuracy of all information it enters and stores with GoodUp via the Services.
4. Obligations GoodUp
4.1 Service Level Agreement. The other obligations of GoodUp in relation to support and service levels are included in the GoodUp Service Level Agreement (SLA), which is an annex to the Order Form.
4.2 Data Processing Agreement. The obligations of GoodUp in relation to data protection are included in the Data Processing Agreement (DPA), which is an annex to the Order Form.
5. Obligations customer
5.1 Log-in Data. Customer is responsible for the log-in data of its Users. These log-ins are not transferable and may not be used outside the organisation of Customer or outside of the scope of use by Customer as agreed upon in the Order Form.
5.2 Confidentiality. Customer and its Users shall observe strict confidentiality in respect of the log-in data. Customer and its User(s) are responsible and liable for all actions on a User’s account, including unauthorized use.
5.3 Fulfil obligations. If the Customer does not fulfil its obligations under the core provisions of the Order Form or this Agreement, GoodUp is entitled to block the access of Customer to the Services without prior notice to Customer.
5.4 Maintenance. Customer is responsible for the operation and maintenance of its hardware and software configuration, peripheral equipment and internet connection required for use of the Services.
5.5 System requirements. Customer guarantees that the equipment and software used by Customer to run the Services meets the applicable system requirements. Customer is responsible for taking the necessary steps to protect equipment, software, telecommunications and internet connections against viruses, computer crime and unlawful use by third parties.
5.6 Information. Customer shall provide GoodUp with all information and assistance necessary to enable GoodUp to maintain the Services.
5.7 Changes. Customer guarantees to notify GoodUp, in writing or via the Services, immediately of a change in its address and/or payment information.
6.1 Confidential information. Both GoodUp and Customer agree to keep secret and confidential and not to use, disclose or divulge to a third party any Confidential Information relating to the Order Form and this Agreement, or any agreement in connection therewith or concerning the business and affairs of the other party.
6.2 Exceptions. The obligation to keep the Confidential Information secret and not to use, disclose or divulge to a third party any Confidential Information shall not apply to information that is generally available to the public or that is required to be disclosed by a competent court or public authority.
6.3 Obligations. Both GoodUp and Customer shall procure that all of its employees or other related persons shall comply with the obligations set forth in this confidentiality clause and shall indemnify and hold the other party harmless from and against any damages incurred by either GoodUp or Customer, or any of their employees or other related persons arising out of a breach of these obligations.
7. Limitation of liability, indemnification for third party claims
7.1 Software Warranty. GoodUp warrants to Customer that during the term of the Agreement, Software will perform the material functions when used in the hardware, software and browser operating environment supported by GoodUp, subject to the terms and conditions of the SLA.
7.2 Security. GoodUp warrants that it will protect the data of the Customers and the Users by its design of the Software and the use of other technical measures that prevent – on a best effort basis – loss, theft, unauthorized access or modification the data by non-Users.
7.3 Unauthorised modification. GoodUp is not obligated to correct any errors caused by unauthorised modification to the Services by the Customer or caused by the Customer using software that is not authorised or supported by GoodUp.
7.4 Liability. The liability of GoodUp for any breach of the Order Form or this Agreement shall be (re)performance of GoodUps obligation under the Order Form or this Agreement. In case said (re)performance is not an option, any obligation of GoodUp to pay compensation to the Customer due to a breach is limited to the total net payment made by the Customer to GoodUp during the previous 12 months.
7.5 Written notice. GoodUp is only obligated to (re)perform or pay damages if the Customer has reported the breach in writing to GoodUp as soon as reasonably possible after discovery of the breach by Customer. The written notice must contain a detailed description of the breach or failure including all relevant information.
7.6 Indirect damages. GoodUp is in no event liable for indirect damages, consequential damages, lost profits, missed savings or damages through business interruption, damage due to claims of customers of Customer, corruption or loss of data, damage relating to the use of matters, materials or software of third parties as instructed by Customer to GoodUp, damage relating to engagement of suppliers as instructed by Customer to GoodUp, regardless of the nature of the act (breach of contract, tort or otherwise), and even if GoodUp was informed of the probability of the occurrence of the damage.
7.7 Liability limitations. GoodUp is in no event liable for any damage resulting from the:
7.7.1 temporary unavailability of (part of) the Services;
7.7.2 (mal)functioning of any equipment, hardware or software or internet connection of Customer or Users;
7.7.3 incorrect, incomplete or untimely transfer or receipt of any data that is entered into the Service and stored with GoodUp.
7.8 Mitigation of loss. This limitation of liability clause does not relieve the Customer from taking measures to limit the damages immediately after a breach or failure in the Services has occurred or prevent further damage.
7.9 Force Majeure. GoodUp is never required to compensate damages suffered by Customer in case of force majeure.
7.10 Third party claims. Customer indemnifies GoodUp for all damages resulting from third party claims resulting from violation or non-compliance by the Customer or a User of this Agreement as well as against any third party claims relating to or derived from the Agreement concluded by the Customer and GoodUp. The indemnity also covers all damages and (legal) costs GoodUp has incurred or shall incur in connection with such claim.
8. Termination and effects of termination
8.1 Termination. This Agreement is terminated by either party giving notice in accordance with the conditions as set out in the Order Form.
8.2 Reasons for Termination. Either party may terminate any Order Forms and this Agreement at any time if:
8.2.1 in case of GoodUp, if Customer does not meet its payment obligations;
8.2.2 the other (defaulting) party fails to remedy a default within a reasonable period of time after having received a written notice of default by the party wishing to terminate;
8.2.3 a resolution is passed for the liquidation of the other party;
8.2.4 the other party files for bankruptcy or a suspension of payment or is declared insolvent by the competent authority;
8.2.5 the other party ceases its business operation.
8.3 After termination. Upon termination of any Order Forms and this Agreement:
8.3.1 the total amount due by Customer to GoodUp will become immediately due and payable by Customer;
8.3.2 Customer shall cease its use of the Services and GoodUp will terminate the access of Customer and its Users to the Services;
8.3.3 if applicable, Customer shall return to GoodUp or, at GoodUps request destroy, any Confidential Information;
8.3.4 GoodUp is not under any obligation to return any fees to Customer, nor will be any compensation be paid by GoodUp to the Customer in that respect.
8.5 Survival. The provisions relating to intellectual property rights (3.4), limitation of liability (7), applicable law (9.5) and dispute resolution (9.6) shall survive termination of this Agreement.
9.1 Notifications. Any statement or notification under this Agreement to the other party shall be in writing, including e-mail to the (e-mail) address of the other party stated in the Order Form.
9.2 Permitted transfer. GoodUp is entitled to transfer its rights and obligations under this Agreement to a subsidiary or a third party as part of a restructuring or an acquisition of GoodUp or its business activities.
9.3 No assignment. Customer cannot transfer its rights or obligations arising from the Order Form and this Agreement to a third party.
9.4 Customer Identification. GoodUp makes reference to its clients on its website, in presentations, press releases, blog posts or advertisements. Customer agrees to such disclosure and use of its name and logo by GoodUp.
9.5 Benchmarking. GoodUp regularly aggregates information related to (the use of) the Services for benchmarking purposes and improvement of Services and support. The information thus aggregated by GoodUp can never be traced back to individual customers, other than Customer’s own information in direct reports to Customer only.
9.6 Use of anonymized data results. Customer agrees that anonymized data results can be shared as benchmark by GoodUp, on its website or otherwise.
9.7 Customer Story. Customer agrees to consider participating in the following co-marketing activities: press release, case study and video testimonial and GoodUp sponsored and industry webinar and speaking engagements as may be invited by GoodUp, the participation, timing and content of which to be mutually agreed upon between GoodUp and Customer.
9.8 Governing Law. This Agreement is governed by the laws of the Netherlands.
9.9 Governing Court. All disputes or claims arising out of or in connection with this Agreement shall be submitted to the competent court in Amsterdam, the Netherlands.