Master Services Agreement: Viewpoint
Online Version Last Updated: August 21, 2023
Subject to the terms and conditions of this MASTER SERVICES AGREEMENT (this “Agreement”), SVS-UMCHGN-1 Inc., a Utah
corporation (“Company”, “us”, or “we”), will provide to you (“Client” or “you”) the services, add-ons, and SaaS subscription
(our “Services”) set forth in the order form, quote, statement of work, or online check-out process (as applicable, the “Order Form”)
delivered by the Company or its authorized representative. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU ACCESS
THE SERVICES OR COMPLETE YOUR ORDER ANDSUBSCRIPTION PROCESS WITH THE COMPANY.
1. ACCESS TO THE SERVICES.
1.1 Pilot Period. If your initial Order Form or engagement with the Company elects for a pilot or trial period in which Client will use
in a non-production evaluation environment, this “ Pilot Period” shall nonetheless be bound by the terms of this Agreement, except
(i) no fees will generally apply to the Pilot Period,
(ii) the Services during such Pilot Period will be provided by the Company “AS IS” with absolutely no warranty obligations on the
part of the Company (regardless of the provisions in Sections 6 through 8 below), and (iii) no Pilot Period may extend beyond
thirty (30) days.
1.2 Provision of Access. Subject to the specific features, Pilot Periods, and SaaS solutions described in your Order Form, our
Services focus on providing educational institutions (including higher education departments) with online cloud and data
management solutions to facilitate financial counseling. The Services are provided by the Company to you as a cloud-based
‘software-as-a-service’ subscription, meaning that Client does not have (and will not generally receive) a license to download
any aspect of the Services, except as expressly described in this Agreement. Subject to the terms and conditions of this
Agreement, the Company hereby grants to Client, during the Services Period, a non-exclusive, non-sublicensable, non-transferable,
and revocable right to access and use the Services, solely for use by Client and its Authorized Users (defined below).
With respect to any Services that the Company chooses to provide through distribution of software that Client and its Authorized
Users are required to download on their personal devices (such as computers or smartphones), the Company hereby grants
Client a non-exclusive, non-transferable, non-sublicensable, and revocable license to use such downloadable Services during the
Services Period, conditioned on
compliance with this Agreement. For purposes of this Agreement, “Authorized Users” may include any of the following who are
authorized by Client to access the Services under the rights granted to Client: Client’s employees, administrative staff, and personnel.
1.3 Availability. During the Services Period, the Services will be generally available to Client and Authorized Users except during the
(i) scheduled downtime for maintenance;
(ii) during any Services Freeze (described in Section 1.6).
1.4 Support of Services. Subject to any separate service level agreement, the Services include the following support services
(the “Support Services”):
(i) the Company will use commercially reasonable efforts during the Services Period to maintain the Services in a manner which
minimizes errors, defects, and interruptions; and
(ii) the Company will provide reasonable assistance to Client in diagnosing and correcting errors and malfunctions of the Services.
1.5 Use Restrictions. Client may use the Services only for Client’s and the Authorized Users’ internal business purposes and
not for any commercialization by Client. In particular, you may not resell our Services or any underlying features to which you have
access by means of the Services. In addition, Client will not, directly or indirectly, and will not permit any Authorized User to:
(i) reverse engineer, decompile, copy, mirror, disassemble, or otherwise attempt to discover or reproduce the source code,
object code, surveys, analysis, or underlying structure, features, or algorithms relevant to the Services;
(ii) modify or create derivative works based on the Services;
(iii) build or create applications, programs, or services that are competitive with the Services;
(iv) use the Services beyond any usage or access limitations set forth in this Agreement or the Order Form; or
(v) use the Services in any manner that infringes or violates the intellectual property right or other right of any person, or otherwise
violates applicable law.
1.6 Services Freeze. In connection with the Company’s monitoring activities set out in Section 1.7, the Company may temporarily
suspend all or any portion of Client’s access to the Services (a “ Services Freeze”) if any of the following occur:
(i) the Company reasonably determines that there is a threat or attack on any of the Services or the Company’s intellectual
(ii) Client’s use of the Services disrupts or poses a security risk to the Company or to any other party, including because of
fraudulent or illegal activities;
(iii) the Company’s provision of the Services to Client is prohibited by applicable law or the rights granted to the Company by any
third party; or
(iv) Client breaches the terms of this Agreement (including failure to pay Service Fees).
1.7 Monitoring of Services. So long as the Company does not materially decrease the functionality of Services during
the Services Period:
(i) the Company retains sole control over the operation, provision, maintenance, monitoring, and performance of the Services; and
(ii) the Company may use necessary third-party resources and service providers to deliver the Services.
2. CLIENT RESPONSIBILITIES.
2.1 Client Account. After completing the Order Form process, you and your Authorized Users will have access to the Services
through the Company’s online website and solutions. Client is responsible for identifying an administrative username and
password for your account with the Company (the “Client Account”). Although the Company can assist with lost access information,
Client is responsible for maintaining, retaining, and keeping confidential the Client Account information.
2.2 Responsibility for Authorized Users. Client is responsible and liable for all uses of the Services resulting from access provided
by Client to its Authorized Users, regardless of whether such access or use is permitted by or in violation of this Agreement.
For avoidance of doubt, Client is responsible for all acts and omissions of Authorized Users that may infringe this Agreement.
2.3 Client Acknowledgements. Client acknowledges and agrees that Client will use the Services and any Company websites fully in compliance with
(i) this Agreement and
(ii) all applicable laws and regulations governing the Client’s obligations hereunder.
2.4 Equipment Responsibilities. Client is responsible for obtaining and maintaining any equipment and devices needed to
connect to, access, or otherwise use the Services (collectively, “Equipment”). Client is also responsible for maintaining the
security of its Equipment.
2.5 Sharing of Client Data. During the course of the Services, Client and Authorized Users may choose to voluntarily share
and upload certain information or data to the Services to enable the full functionality of the Services and the solutions the
Company offers. For example, this Client data may include information on potential loans and student financing data, income
information of the staff or students of Client, protected education records on natural persons and students, or other operational
data and documents relating to Client, Authorized Users, and students of Client, among other similar information (collectively,
“Client Data”). The Company acknowledges that, as between the Company and Client, Client and its Authorized Users and students
(for their Personal Data, as defined below) own all right, title, and interest, including all intellectual property and data privacy rights,
in and to the Client Data. For purposes of the Services, Client grants the Company a non-exclusive, worldwide, royalty-free
right and license to any intellectual property or other rights underlying the Client Data that are necessary for the Company to
perform and support the Services. To the extent that any Client Data must be or is voluntarily shared by Client in connection with the Services, Client shall be solely responsible for lawfully collecting and establishing the legal basis for sharing with the Company all
Client Data (including, without limitation, Personal Data included therein).
3. CONFIDENTIALITY; OWNERSHIP RIGHTS; DATA PRIVACY.
3.1 Confidentiality of Information. Each party receiving information under this Agreement (the “Receiving Party”) understands that
the party disclosing the information (the “Disclosing Party”) has disclosed as of the Effective Date (defined below) or may disclose confidential and non-public technical, proprietary, operational, educational, or financial information relating to the Disclosing Party’s
business and operations, internal staff and students, clients and vendors, administrative processes, and services and
products (collectively, the “Confidential Information”). For purposes of this Agreement,
(i) Confidential Information of the Company includes non-public or proprietary information regarding features,
functionality, and performance of the Services; and
(ii) Confidential Information of Client includes Client Data. Confidential Information of the Parties does not include information that,
at the time of disclosure is:
(A) in the public domain without breach of the terms of this Agreement;
(B) known to the Receiving Party at the time of disclosure without breach of the terms of this Agreement;
(C) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or
(D) independently developed by the Receiving Party, in accordance with applicable law and without breach of the terms
of this Agreement.
(i) In connection with receipt of any Confidential Information, the Receiving Party acknowledges and agrees during the Services
Period and any Renewal Period, and for a period of two (2) years thereafter (subject to longer protection periods for any Personal
Data) to maintain in strict secrecy all Confidential Information and not disclose any Confidential Information to third
parties or utilize any Confidential Information without the prior written consent of the Disclosing Party or pursuant to a legal
obligation, except in furtherance of the Services.
(ii) If the Receiving Party is required to disclose any Confidential Information in a judicial or other formal proceeding (including for
audits from administrative parties), the Receiving Party will exercise best efforts to give the Disclosing Party advance written
notice before disclosing the Confidential Information in any such proceeding and, to the extent permitted by applicable law,
will seek to limit disclosures in the proceeding to the Confidential Information that is strictly necessary for the proceeding.
(iii) On the termination of Agreement or upon the Disclosing Party’s earlier request, the Receiving Party shall promptly return to the
Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies. However, the Company will only make all Client Data available to Client for
electronic retrieval for a period of sixty (60) days after termination of this Agreement.
3.2 Ownership Rights. The Company retains all rights not expressly granted to Client in this
Agreement. In particular, the Company shall own and retain all right, title, and interest in and to: (i) the
Services; (ii) any software, applications, inventions, features, or other technology developed in
connection with the Services; (iii) any feedback provided to the Company by Client; (iv) all reports and
information generated from Aggregated Data; and (v) all intellectual property or rights related to any of
3.3 Use of Aggregated Data. The Company retains the right to collect and analyze data and
information related to Client’s use of the Services so long as the Company uses the data in an aggregated
and anonymized manner (the “Aggregated Data”). For example, Aggregated Data might be gathered and
applied by the Company to perform surveys, analytics, or other activities to enhance the Services, so long
as such activities and Aggregated Data cannot identify Client, or its Authorized Users and students.
3.4 Processing of Personal Data.
(i) Company Obligations as Service Provider. The Company agrees to store, hold, and
process Client Data submitted through the Services (including Personal Data) only as a service
provider and processor acting on behalf of Client, who shall be the ultimate controller of all
Client Data. The Company will not directly or indirectly sell any Client Data or retain, use, or
disclose any Client Data for any reason other than for the purpose of providing the Services to
Client and Authorized Users under the terms of this Agreement.
(ii) Definition of Personal Data. For purposes of this Agreement, “Personal Data” means
all personal data, Client Data, and information that
(A) is defined as “personal data” or “personal information” under applicable data protection or consumer
privacy laws and (B) is provided by Client to the Company (directly or indirectly) for processing as a part
of the Services.
(iii)Security Measures. The Company maintains reasonable technical and organizational
measures to secure its systems and prevent unauthorized access to the Services and to protect
Client Data (including Personal Data) against accidental loss and Data Breaches (defined below).
Consistent with the limitations in Section 8 below, the parties acknowledge and agree the
Company shall not be liable for any loss, destruction, alteration, unauthorized disclosure, or
corruption of Client Data caused by any third party outside the Company’s control, so long as the
Company did not fail in the maintenance of (or perform an act violating) its technical and
organizational measures. In the event of a Data Breach relating to Client Data, the Company will
promptly notify Client of the Data Breach as soon as reasonably practicable after the Company
becomes aware of the Data Breach and implement an incident response plan. For purposes of this
Agreement, a “Data Breach” means:
(A) any material, unauthorized access to or disclosure of
Client Data that is likely to lead to identity harm or mis-use of Client Data (including Personal
(B) any act or omission that materially compromises the security, confidentiality, or
integrity of Client Data or the physical, technical, administrative, or organizational safeguards put
in place by the Company with respect to the Client Data.
(iv) Education Laws Compliance. You understand that certain Client Data you (or your
Authorized Users) disclose to the Company through use of the Services may be considered
education records or other information protected by applicable education laws (including
FERPA). To the extent that Client transmits or submits any such information to the Company in
connection with the Services, you understand and agree you shall be solely responsible for
lawfully collecting and establishing the legal basis for sharing with the Company all protected
education records and information.
4. SERVICE FEES & PAYMENT.
4.1 Service Fees. Client will pay the Company the implementation, general access, and subscription
fees for the Services (collectively, the “Service Fees”) within thirty (30) days from the due date on each
applicable invoice of the Company or the Order Form, in accordance with the pricing and details set forth
in the Order Form. For any annual Services Period, your Service Fee for the full Services Period is
generally collected through your payment card on the Effective Date, but subject to the 30-day grace
period described in this Section and any specific payment timelines in your Order Form. FOR MONTH-
TO-MONTH SERVICES PERIODS, THE COMPANY WILL AUTOMATICALLY CHARGE THE
PAYMENT CARD THAT YOU UPLOAD TO THE SERVICES OR YOUR CLIENT ACCOUNT
UNTIL SUCH TIME AS YOU TERMINATE THIS AGREEMENT.
4.2 Changes to Service Fee (Annual Basis). The Company reserves the right to annually increase
the pricing of your Service Fees so long as the Company provides you with notice of the increase before
or promptly after each successive renewal of the Services Period or Renewal Period.
4.3 Late Fee. Unpaid Service Fees may be subject, in the Company’s discretion, to a late fee charge
(a “Late Fee”) equal to the monthly rate of 1%, compounded monthly on the delinquent payments, together
with all collection costs, reasonable attorney’s fees, and court costs, as allowed by applicable law.
The failure to timely make payments under this Agreement and your Order Form may also result in
(A) a Services Freeze under Section 1.6 or (B) termination of the Services as set out in Section 5.2.
4.4 Taxes. All Service Fees payable by Client under this Agreement are exclusive of taxes and
similar assessments. In general, Client is responsible for all sales, use, and excise taxes, and any other
similar taxes, duties, and charges of any kind imposed by any applicable authority on any fees and
amounts payable by Client hereunder, other than any taxes imposed on the Company’s income.
4.5 Fee Disputes. If Client has any disputes with respect to any Service Fees or Late Fees, you must
promptly notify the Company within ten (10) days of your discovery of the dispute. The Company will
exercise reasonable efforts to investigate and, in the Company’s discretion, assist you in resolving the
payment dispute. However, no refunds or returns are guaranteed by this statement, in accordance with
Section 5.5 below. In the event that Client raises any chargeback or dispute claim with Client’s credit or
debit card company, Client understands that the Company may be subjected to unwarranted fees and costs
from Client’s credit card or bank provider. Accordingly, Client agrees to reimburse and indemnify the
Company for any additional fees or costs (including costs of defense) that result from a dispute or
chargeback scenario that proves to be false or is the result of a breach or failure on the part of Client.
5. SERVICES PERIOD AND TERMINATION.
5.1 Services Period. Subject to earlier termination as provided below, the Services period of this
Agreement (the “Services Period”) begins on the launch or initial date set forth in your Order Form (the
“Effective Date”) and continues for the monthly, annual, or multi-year subscription timeframe described
therein. Except as otherwise agreed to or waived in Client’s Order Form, any Services Period will
automatically renew for successive periods, each the length of the initial Services Period (each, a
“Renewal Period”) unless either party gives the other party written notice of termination (which may be
through email) at least thirty (30) days before the expiration of the then-current Services Period or
5.2 Termination for Nonpayment. In addition to any other termination or Services Freeze right set
forth in this Agreement, the Company may terminate this Agreement, effective immediately on written
notice to Client, if Client fails to pay any Service Fee when due hereunder, and such failure continues for
more than fifteen (15) days after the Company’s delivery of a written notice of nonpayment.
5.3 Mutual Termination for Cause. Each of Client and the Company (the “Non-Breaching Party”)
may terminate this Agreement, effective on written notice to the other party (the “ Breaching Party”), if
the Breaching Party materially breaches the terms of this Agreement, and such breach:
(i) is incapable of
(ii) being capable of cure, remains uncured thirty (30) days after the Non-Breaching Party
provides the Breaching Party with written notice of the alleged breach.
In addition, the Non-Breaching Party may terminate this Agreement, effective immediately upon written notice
to the Breaching Party, ifthe Breaching Party:
(A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they
(B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or
otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign
bankruptcy or insolvency law;
(C) makes or seeks to make a general assignment for the benefit of its
(D) applies for or has appointed a receiver, trustee, custodian, or similar agent to take charge
of any material portion of its property or business.
5.4 Mutual Termination for Convenience. Subject to the limitations in this Section 5.4 and in Section 5.5,
either party may terminate this Agreement and Client’s subscription to the Services, for any
or no reason, on thirty (30) days’ advance written notice to the non-terminating party.
5.5 Refund Procedure on Termination. Except where this Agreement is terminated for cause by
Client in accordance with Section 5.3 above, all orders and payments to the Company are final,
nonrefundable, and non-creditable, once the Client has paid the applicable Service Fee. If you are not
satisfied with your Services or this Agreement, please email the Company (using the support email in
Section 9.3), and a service or administrative representative will assist you in reviewing any eligible refund
request or payment dispute.
6. LIMITED WARRANTY & DISCLAIMER.
6.1 Limited Warranty. As of the Effective Date, the Company represents and warrants to Client that
the Services will conform in all material respects with applicable laws and that the Company owns (or has
received necessary rights to use) the intellectual property rights necessary to provide the Services.
6.2 DISCLAIMER. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE. THE COMPANY DOES NOT MAKE ANY WARRANTY AS
TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS SET
FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS ACCESSED”
AND THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. CLIENT EXPRESSLY AGREES THAT ITS USE OF THE
SERVICES AND ANY OF THE CONTENT, INFORMATION, OR OTHER FEATURES INCLUDED
ON THE SERVICES, ARE AT CLIENT’S SOLE DISCRETION AND ELECTION. THIS SECTION IS
SUBJECT TO ALL APPLICABLE LAWS THAT MAY PROHIBIT THE DISCLAIMERS AND
WAIVERS DESCRIBED HEREIN.
7.1 Company Indemnification. The Company shall indemnify, defend, and hold harmless Client
from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees)
(“Losses”) incurred by Client resulting from any third-party claim, suit, action, or proceeding (“Third-
Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringe or
misappropriate a third party’s intellectual property rights. The obligations in this Section 7.1 do not apply
with respect to portions or components of the Services:
(i) not supplied by Company;
(ii) that are modified without the consent of the Company;
(iii) combined with other processes where the Third-Party
Claim relates to such combination;
(iv) where Client continues allegedly infringing activity after being
notified thereof; or
(v) where Client’s use of the Services is not in accordance with this Agreement.
7.2 Client Indemnification. Client shall indemnify, hold harmless, and, at the Company’s option,
defend the Company from and against any Losses resulting from (i) any Third-Party Claim alleging the
Client Data, or any use of the Client Data by the Company in accordance with this Agreement, infringes
or misappropriates any third party’s intellectual property, privacy, or consumer rights and (ii) any Third-
Party Claim based on Client’s or any Authorized User’s:
(A) negligence or willful misconduct;
(B) use of the Services or our website and applications in a manner not authorized by this Agreement;
(C) use of the Services in combination with data, software, hardware, or Equipment not provided by the Company or
authorized by the Company in writing; or
(D) modifications to the Services not made by the Company.
Client shall, at all times, keep the Company reasonably informed as to any Third-Party Claim against the
Company that Client assumes the defense of under this Section (which defense must be consented to in
advance by the Company).
8. LIMITATION OF LIABILITY.
IN NO EVENT WILL THE COMPANY BE LIABLE PURSUANT TO THIS AGREEMENT UNDER
ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i)
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR
PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS,
PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv)
LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR
SYSTEM SECURITY NOT CAUSED BY THE COMPANY; OR (v) COST OF REPLACEMENT
SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE COMPANY WAS ADVISED OF
THE POSSIBILITY OF SUCH LOSSES. IN NO EVENT WILL THE COMPANY’S AGGREGATE
LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNTS AND FEES
PAID TO THE COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9.1 Governing Law; Waiver of Jury Trial. This Agreement and the Services provided to Client are
governed by Utah law (without regard to its conflict of laws provisions), and Client agrees that any
dispute shall be brought exclusively by the parties in Utah’s Third District Court or in the United States
District Court for the District of Utah. EACH PARTY EXPRESSLY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE OR
CLAIM UNDER THIS AGREEMENT.
9.2 Updates to Online Agreement. The Company may update the online, linked version of this
Agreement to implement changes from time to time in the Company’s sole discretion. All s are effective
immediately when the Company posts them to the link under which this Agreement can be found;
however, the changes the Company implements will only serve to bind Client to the extent:
(i) Client is notified of the changes; and
(ii) Client either consents to the changes or, alternatively, continues to use the Services after receipt of the
9.3 Other General Terms. This Agreement, the Order Form, and any Company policies referenced
herein (if any_ constitute the entire agreement between the Company and Client with respect to the
Services. All sections of this Agreement which by their nature should survive termination will survive
termination or expiration of this Agreement (including all Sections concerning confidentiality, use of
Client Data, limitations of liability, and indemnification). The parties agree the Company will be acting
only as an independent contractor of Client, and neither the Company nor any personnel of the Company
will be an employee of Client within the meaning of applicable laws. This Agreement is not assignable by
Client except with the Company’s prior written consent. The Company may transfer and assign, whether
by operation of law, merger, direct assignment, or otherwise, any of its rights and obligations under this
Agreement without consent of Client, so long as the assignment or change of control does not materially
impact the rights of Client and its Authorized Users to continue to access the Services. All waivers and
amendments to this Agreement must be in writing and signed by both parties to be enforceable (except as
expressly permitted hereunder, including with respect to this Section 9.3). The parties agree that if any
provision of this Agreement or the Order Form shall be declared invalid or unenforceable by any
competent authority, the remainder of the Agreement shall not be affected and shall remain binding on the
parties. All notices and other communications under this Agreement must be in writing and addressed to
the other party at its address or email set forth herein or in the Order Form between the parties, and a
notice under this Agreement is effective only on receipt by the receiving party. For questions concerning
this Agreement or your rights as a Client, you may contact the Company through the following support