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By using GML services, you agree to be bound by the following terms and conditions. GML reserves the right to change the Terms and Conditions at any time without notice, and your continued use of GML constitutes your consent to such changes.
1. DESCRIPTION OF SERVICES. GML will provide an ongoing set of services, both in person and virtually, including but not limited to, diversity and inclusion training and professional coaching, and as more specifically described in the Client’s engagement letter.
2. LIMITATIONS OF SCOPE. GML will not be responsible for work that is beyond the scope of services set forth in the engagement letter or scope of services plan in effect at the time Client initiates the service. Any changes to the scope of services will not be effective unless approved by both parties.
3. MANAGEMENT RESPONSIBILITY. GML will provide certain tools, methods and resources to Client that are intended to help Client grow and advance their careers, implement diversity strategies, and become educated on the need for inclusion and elimination of bias. However, Client is fully and exclusively responsible for its own business performance and Client satisfaction. In addition, Client has full and exclusive responsibility for understanding and ensuring compliance with any regulatory, legal or contractual obligations related to Client’s business, including without limitation, data held by Client and its Clients, information provided by Client to Clients and/or other third parties and any safeguarding and security measures that may be required. GML may participate in implementing needed systems services and functions, but Client is solely responsible for the final outcomes, actions taken and results produced.
4. LINK. Customer hereby acknowledges and agrees that GML shall have the right to use the name of Client, including the Client Web Site, for reference as a customer of GML services for referral and marketing purposes.
5. TERM/TERMINATION. Except for reasons of non-performance by either party, this Agreement shall remain in effect until formally terminated in writing by either party. GML will start billing to Client beginning the date Client agrees to these terms of services and it shall automatically renew for subsequent one (1) month periods until it is formally terminated in writing or email. Termination of this Agreement requires written or email notice delivered thirty (30) days prior to the desired date of termination. A repeated failure to make payment by date due during any period gives GML the option for immediate termination. Upon the expiration or termination of this Agreement for non-payment or non-performance by client, (i) all licenses granted by GML to Client hereunder shall automatically terminate and Client shall immediately cease its use of the licensed content and other provided marketing collateral, and (ii) Client’s right to the Services afforded to GML’s Clients shall automatically terminate.
6. PAYMENT FOR SERVICES. Client will pay monthly fees to GML for services as described in the Client’s engagement letter that are in effect at the time of this agreement. Invoices will include monthly fees and any additional fees for elective or other additional Services that have been purchased by the Client. GML reserves the right to assess and collect late-payment charges of 1.5% per month on past due balances.
7. WARRANTY. GML shall provide its services and meet its obligations under this Agreement in a timely and professional manner, using knowledge and skills consistent with generally acceptable standards in GML’s industry, and will provide a standard of care based on commercially reasonable efforts. The services and all products provided as part of the services are provided “as is” and GML disclaims, and client waives, any warranties, express or implied, as to the merchantability, fitness for a particular use or purpose, title, non-infringement or any other warranty, condition, guaranty or representation related to the services. GML does not warrant that the software or any products or services provided hereunder will be uninterrupted or error-free. Under no circumstances, including negligence, shall the Company be liable for any direct, incidental, special or consequential damages or otherwise, including any damages that result from the use of or inability to use the Website. The Company shall not be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.
8. LIMITATIONS OF LIABILITY. Except to the extent finally determined to have resulted from the gross negligence or intentional misconduct of GML, GML’s liability to pay damages for any losses incurred by client as a result of breach of contract, negligence or other tort committed by GML, regardless of the theory of liability asserted, is limited to no more than the total amount of the most recent three (3) months of base fees paid under this agreement. In any case, GML and its licensors will not be liable for lost profits or any consequential, indirect, punitive, exemplary or special damages. In addition, GML shall have no liability to client arising from or relating to any third party hardware, software, information or materials. GML is also not liable for direct or indirect damages created by viruses, hackers or other malicious or accidental destruction of systems or data, though GML will attempt to prevent or minimize exposure to such risks.
9. INDEMNIFICATION. Subject to the provisions hereof, Client shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against GML and its licensors arising from products or services related to this Agreement. Conversely, GML shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Client arising from the gross negligence or intentional misconduct of GML.
10. GOVERNING LAW. You agree that these Terms and Conditions shall be treated as though they were executed and performed in Philadelphia, Pennsylvania and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without regard to conflict of law principles). All legal proceedings arising out of or in connection with these Terms and Conditions or any other agreement related to the use of GML services shall be brought solely in Philadelphia County in the Commonwealth of Pennsylvania.