Master Service Agreement

Last updated: november 14, 2024

These Terms are between client (“CLIENT”) and J. Barrows, LLC, located at 361 Newbury St, 5th Floor, Boston, MA 02115 (“VENDOR”)

1.0  GENERAL TERMS

1.1  This Master Service Agreement (“Agreement”), effective as of the day Client has accepted this Agreement (“Effective Date”), shall govern services (the “Services”) provided  by  VENDOR  to  CLIENT. CLIENT may order and VENDOR will perform Services in exchange for CLIENT’s payment of the rates, expenses and other fees (if any) and for the period specified in this Agreement or any future order between CLIENT and VENDOR.

1.2  To the extent any API’s, access to online platforms or other software (collectively “Software”) is provided to CLIENT in connection with the Services, and subject to the payment of all Service fees due hereunder, VENDOR grants to CLIENT a revocable, non-exclusive, non-assignable, non-transferable, and non-sublicensable limited right and license during the term of this Agreement to use the Software and any accompanying documentation, solely in connection with the applicable Services, and only be authorized end users.

1.3  Unless otherwise agreed herein, VENDOR or its licensors, as applicable, shall own all right, title and interest in and to any Services and Software, including without limitation all intellectual property rights. Subject to CLIENT’s payment in full for the Services and/or Software, VENDOR hereby grants to CLIENT during the Term of this Agreement a non-exclusive, royalty-free, non-sub-licensable and non-transferable license to use the Services and/or Software solely for CLIENT’s internal business purposes.  CLIENT shall not distribute any material obtained from the Services and/or Software to the public or any third parties except in furtherance of CLIENT’s internal business purposes.

2.0  FEES AND CHARGES

2.1  CLIENT shall promptly pay VENDOR the fees and other amounts specified in this Agreement or any applicable order. In the event that CLIENT fails to make any payment when due, VENDOR may withhold further Services, withhold access to Software or modify payment terms.

2.3  All sales, value-added and other taxes relating to an order, excluding taxes on the income of VENDOR, will be paid by CLIENT.

3.0  REPRESENTATIONS AND WARRANTIES

3.1  Each party represents and warrants that: (a) it has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) entry into this Agreement does not breach its obligations, duties or contracts with respect to any third party; and (c) it owns or has licenses or sublicenses to all right, title and interest to any materials, technology, or intellectual property delivered to the other for use in connection with the Services and Software identified in this Agreement, and that such materials, technology and intellectual property do not infringe and third party’s rights.

3.2  EXCEPT AS EXPRESSLY PROVIDED HEREIN, VENDOR DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER SUCH REPRESENTATION, WARRANTY, OR CONDITION BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CLIENT AGREES THAT THE USE OF VENDOR’S SOFTWARE OR SERVICES IS AT YOUR SOLE RISK. THAT SUCH SOFTWARE AND SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. VENDOR MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR  OTHER  HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. CLIENT UNDERSTANDS AND AGREES THAT CLIENT’S USE, ACCESS, DOWNLOADING, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE SOFTWARE OR THE SERVICES IS DONE AT CLIENT’S OWN DISCRETION AND RISK AND THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S PROPERTY (INCLUDING CLIENT’S  COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF CLIENT RESIDES IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO CLIENT, AND CLIENT MAY HAVE ADDITIONAL RIGHTS

4.0  LIMITATION OF LIABILITY AND LIABILITY CAP

4.1  IN NO EVENT SHALL VENDOR OR ANY OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF: (i) THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE OR SERVICES; (ii) ANY CONDUCT BY OR ON BEHALF OF VENDOR THAT CONSTITUTES, OR MAY CONSTITUTE, A CIVIL VIOLATION OF THE COMPUTER FRAUD AND ABUSE ACT OF 1984 AND AS MAY BE AMENDED FROM TIME TO TIME, OR (iii) ANY VIRUSES THAT MAY INFECT, CLIENT’S COMPUTER, MOBILE DEVICE, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THE SOFTWARE, OR CLIENT’S DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM VENDOR, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AND ANY AGENTS, REPRESENTATIVES OR ASSIGNS THEREOF, HEREBY WAIVE ANY CLAIMS FOR EQUITABLE RELIEF AGAINST VENDOR ARISING OUT THE SERVICES OR THE SOFTWARE OR FOR THE REASONS SET FORTH IN SUBSECTIONS (i) -- (iii) HEREIN, WHETHER OR NOT SUCH SERVICES OR SOFTWARE WERE USED BY SUCH PERSONS OR ENTITIES.

4.2  IN NO EVENT SHALL VENDOR’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, THIRD PARTY PARTNERS, LICENSORS’ OR SUPPLIERS’ TOTAL LIABILITY TO CLIENT FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR CLIENT’S USE OF THE SOFTWARE OR SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE LESSER OF (1) $100,000 OR (2) THE TOTAL AGGREGATE AMOUNT PAID BY CLIENT TO VENDOR UNDER THE APPLICABLE SOW OR THAT PARTICULAR SERVICE OR SOFTWARE.  

5.0  INDEMNIFICATION

5.1  CLIENT shall indemnify, defend and hold harmless VENDOR, its officers, employees, directors, affiliates, agents, representatives and subcontractors, for any and all damages, costs, expense and other liabilities, including reasonable attorney fees, reasonable expert fees and court costs, incurred in connection with any third-party claim, action or proceeding alleging that any documents, materials, information, or other property of CLIENT violates the intellectual property rights of any third party. VENDOR shall provide CLIENT prompt notice of any such claim, action or proceeding. CLIENT shall control the defense of the case at its sole cost and expense. VENDOR shall cooperate fully with CLIENT, at CLIENT’s sole cost and expense, in the defense of any such Claim. CLIENT shall not agree to any settlement of any such Claim that does not include a complete release of VENDOR from all liability with respect thereto or that imposes any liability, obligation or restriction on such VENDOR, without the prior written consent of VENDOR. VENDOR may, at its own expense, hire additional counsel.

6.0  TERM AND TERMINATION

6.1  This Agreement is effective as of the date CLIENT has accepted the terms and accessed the online content and/or Software (the “Effective Date”). The “Term” of this Agreement shall be one (1) year from the Effective Date.

6.2  Either party may terminate this Agreement for any reason, at any time, upon thirty (30) days prior written notice to the other party.

6.3  VENDOR may terminate this Agreement on ten (10) days’ notice in the event CLIENT fails to timely make any payment set forth in this agreement or under the applicable SOW.

6.4  If this Agreement is terminated: (i) CLIENT shall immediately cease all use of the Services and/or Software as of the date of termination an no refund of prepaid fees shall be permitted. The termination remedies set forth herein are in addition to, and not to the exclusion of, any other rights or remedies either party may have against the other, all of which are expressly reserved.

7.0  CONFIDENTIALITY

7.1  CLIENT or VENDOR may from time to time disclose to the other party confidential information relating to its business and affairs ("Confidential Information").  Neither party will disclose Confidential Information of the other to the public or any third party, other than to its employees and authorized sub-contractors, without the express written consent of the other party, nor make use of any Confidential Information other than in the performance of this Agreement, except that either party may disclose Confidential Information as required by law or legal process. Each party will use at least the same degree of care, but not less than reasonable care, to avoid disclosure of Confidential Information as it uses with respect to its own Confidential Information.  

7.2  Confidential Information will be clearly designated in writing as confidential, or if verbally disclosed, identified as being confidential. Confidential Information does not include information: (a) generally available to or known to the public, (b) previously known to the recipient (c) independently developed by the recipient outside the scope of this Agreement, (d) lawfully disclosed by a third party, or (e) disclosed during testimony before any judicial or quasi-judicial court or tribunal.

7.3  Any third parties to whom Confidential Information is disclosed must execute an agreement containing provisions substantially similar to those set out in this Section.

7.4  The foregoing obligations will survive the termination or expiration of this Agreement for a period of five (5) years after termination or expiration.

8.0  GENERAL

8.1  If any provision of this Agreement is, or becomes, unenforceable, it will be severed from this Agreement and the remainder of this Agreement will remain in full force and effect.

8.2  This Agreement is binding upon and will inure to the benefit of both parties, and their respective successors and assigns. CLIENT shall not assign its rights under this Agreement to a third party without VENDOR’s prior written consent, such consent not to be unreasonably withheld. VENDOR may sub-contract the performance of any Services to any contractor, with the consent of CLIENT (which will not be unreasonably withheld).

8.3  Neither party shall be deemed to be in default of any provision of this Agreement, or failures in performance, resulting from acts or events beyond the reasonable control of such party and such acts shall include, but not be limited to, acts of God, civil or military authority, civil disturbance, war, strikes, fires, or other catastrophes, or other “force majeure” events beyond the parties’ reasonable control.

8.4  CLIENT shall not export, re-export, use, or divert the Services or Software to or on behalf of (a) any country that is subject to U.S. economic sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), including but not limited to, Cuba, Iran, Sudan, Syria and North Korea; (b) the government of any OFAC-sanctioned country, wherever located; or (c) persons or entities identified as “Specially Designated Nationals” by OFAC, or entities that are owned or controlled by a Specially Designated National. CLIENT shall not distribute or supply the Services or Software to any person if CLIENT has reason to believe that such person intends to export, re-export or otherwise transfer the Services or Software, or to use the Services or Software in or for the benefit of, any such OFAC-sanctioned countries, governments, persons or entities.  CLIENT shall not use the Services or Software in connection with the commission of terrorist acts or the design, development, production, or use of nuclear, biological, or chemical weapons; missiles; or unmanned aerial vehicles. CLIENT shall not export, re-export, or transfer the Services or Software to any person or entity with knowledge or reason to know that any of the prohibited activities identified in this section are intended by such person or entity.  Without limiting the foregoing, CLIENT shall not commit any act which would, directly or indirectly, violate, or which may cause VENDOR to violate, any United States or local law, regulation, treaty or agreement relating to the export or re-export of the Services or Software. At its expense, CLIENT shall obtain any government consents, authorizations, or licenses required for CLIENT to exercise its rights and to discharge its obligations under this Agreement. Acknowledging that any data it may place on the Services or Software may constitute an export of such data by the CLIENT to one or more foreign jurisdictions, CLIENT shall not cause any such export of data in violation of the laws of the United States and/or such other foreign jurisdictions.

8.5  This Agreement, and any matters relating to it, will be governed, construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflicts of law provisions.  In the event of a dispute arising under or in connection with this Agreement or an SOW, the parties shall submit to the exclusive jurisdiction of the state or federal courts located in Suffolk County, Massachusetts, and courts with appellate jurisdiction therefrom. Each party agrees to submit itself to the personal jurisdiction of such courts, and that venue in such courts is both proper and convenient.

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INFORMATION WE COLLECT FROM OTHER SOURCES

We may also obtain information from other sources and combine that with information we collect through our Services.

USE OF INFORMATION

We may use information about you for various purposes, including to:

  • Provide, maintain and improve our Services, including to provide additional features;
  • Provide and deliver the products and services you request, process transactions and send you related information;
  • Respond to your comments, questions and requests and provide customer service;
  • Send you technical notices, updates, security alerts and support and administrative messages;
  • Communicate with you about products, services, offers, promotions, rewards, and events offered by jbarrows and others, and provide news and information we think will be of interest to you;
  • Monitor and analyze trends, usage and activities in connection with our Services;
  • Personalize and improve the Services and provide advertisements, content or features that match user profiles or interests;
  • Link or combine with information we get from others to help understand your needs and provide you with better service;
  • Detect, investigate and/or prevent fraudulent, unauthorized or illegal activity; and
  • Carry out any other purpose for which the information was collected.

jbarrows is based in the United States and the information we collect is governed by U.S. law. By accessing or using the Services or otherwise providing information to us, you consent to the processing and transfer of information in and to the U.S. and other countries.

SHARING OF INFORMATION

We may share information about you as follows or as otherwise described in this Privacy Policy:

  • With other users who may access your content;
  • With sponsors of events that you register with express intent for the purpose of following up on your interests.
  • With vendors, consultants, and other service providers who need access to such information to carry out work on our behalf;
  • Where appropriate, we may also share your personal information with selected partners to help us provide you Services, or to fulfill your requests, or with your consent. When selecting our suppliers and partners, we take into account their data handling processes.
  • In response to legal process or a request for information if we believe disclosure is in accordance with any applicable law, rule, or regulation, or as otherwise required by any applicable law, rule, or regulation;
  • In order to investigate or remedy potential violations of our user agreements or policies, or to protect the rights, property, and safety of jbarrows, our users, or others;
  • In connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of our business to another company; and
  • With your consent or at your direction.

We may also share aggregated or de-identified information, which cannot reasonably be used to identify you.

ANALYTICS SERVICES PROVIDED BY OTHERS

We may allow others to provide analytics services on our behalf. These entities may use cookies, web beacons and other technologies to collect information about your use of the Services and other websites, including your IP address, web browser, pages viewed, time spent on pages, links clicked and conversion information. This information may be used to, among other things, analyze and track data, determine the popularity of certain content and better understand your online activity.

We currently use Google Analytics which is a web analytics tool that helps us understand how users engage with our Services. Like many services, Google Analytics uses first-party cookies to track user interactions as in our case, where they are used to collect information about how users use our Services. This information is used to compile reports and to help us improve our Services. The reports disclose website trends without identifying individual visitors.

DO NOT TRACK DISCLOSURE

We do not track our users over time and across third party websites to provide targeted advertising.  We therefore do not respond to Do Not Track (DNT) signals. However, some third party sites do keep track of your browsing activities when they serve you content, which enables them to tailor what they present to you. Your browser should allow you to set its DNT signal so that third parties know you do not wish to be tracked.

LEGAL BASIS FOR PROCESSING PERSONAL INFORMATION

If you are from the European Economic Area (“EEA”), the UK or Switzerland, our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it.

However, we will normally collect personal information from you only (i) where we need the personal information to perform a contract with you, (ii) where the processing is in our legitimate interests and not overridden by your rights, or (iii) where we have your consent to do so.  In some cases, we may also have a legal obligation to collect personal information from you or may otherwise need the personal information to protect your vital interests or those of another person.

If we ask you to provide personal information to comply with a legal requirement or to perform a contact with you, we will make this clear at the relevant time and advise you whether the provision of your personal information is mandatory or not (as well as of the possible consequences if you do not provide your personal information).

If we collect and use your personal information in reliance on our legitimate interests (or those of any third party), this interest will normally be to operate our platform and communicating with you as necessary to provide our Services to you and for our legitimate commercial interest, for instance, when responding to your queries, improving our platform, undertaking marketing, or for the purposes of detecting or preventing illegal activities.  We may have other legitimate interests and if appropriate we will make clear to you at the relevant time what those legitimate interests are.

If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the contact details provided under the “Contact” heading below.

SECURITY

We make reasonable efforts to ensure a level of security appropriate to the risk associated with the processing of information we collect about you. We maintain organizational, technical and administrative measures designed to protect your information within our organization against unauthorized access, destruction, loss, alteration or misuse. Your information is only accessible to a limited number of personnel who need access to the information to perform their duties. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of your account has been compromised), please email us immediately at [email protected].

RETENTION

We retain your personal information as long as we are providing the Services to you. We retain your information after we cease providing Services directly or indirectly to you, even if you close your jbarrows account, to the extent necessary to comply with our legal and regulatory obligations, and for the purpose of fraud monitoring, detection and prevention. We also retain your information to comply with our tax, accounting, and financial reporting obligations, where we are required to retain the data by our contractual commitments to our financial partners, and where data retention is mandated by the payment methods that we support. Where we retain data, we do so in accordance with any limitation periods and records retention obligations that are imposed by applicable law.

INTERNATIONAL TRANSFERS

Personal information may be stored and processed in any country where we have operations or where we engage service providers. We may transfer your information that we maintain about you to recipients in countries other than the country in which the information was originally collected, including to the United States. Those countries may have data protection rules that are different from those of your country. However, we will take measures to ensure that any such transfers comply with applicable data protection laws and that your information remains protected to the standards described in this Privacy Policy. In certain circumstances, courts, law enforcement agencies, regulatory agencies or security authorities in those other countries may be entitled to access your information.

If you are located in the EEA, the UK or Switzerland, we comply with applicable laws to provide an adequate level of data protection for the transfer of your Personal Data to the US. Where applicable law requires us to ensure that an international data transfer is governed by a data transfer mechanism, we use one or more of the following mechanisms: EU Standard Contractual Clauses with a data recipient outside the EEA or the UK, verification that the recipient has implemented Binding Corporate Rules, or verification that the recipient adheres to the EU-US and Swiss-US Privacy Shield Framework.

CHILDREN

We do not knowingly collect personal information from users under the age of thirteen.

LINKS TO OTHER WEBSITES

The Services may provide the ability to connect to other websites. These websites may operate independently from us and may have their own privacy notices or policies, which we strongly suggest you review. If any linked website is not owned or controlled by us, we are not responsible for its content, any use of the website or the privacy practices of the operator of the website.

YOUR RIGHTS

Depending on the jurisdiction in which you are located, you may have certain rights with respect to your personal information. Subject to applicable law, these rights may include:

  • The right to know what personal information about you we have collected, disclosed, and or sold, as applicable;
  • The right to obtain a copy of your personal information;
  • The right to have your personal information deleted;
  • The right to rectify or update your personal information;
  • The right to restrict the processing of your personal information;
  • The right to object to the processing of your personal information; and
  • The right to withdraw your consent for processing (where processing is based on your consent). Please note that if you withdraw your consent, we may not be able to provide you the services for which it was necessary to process your information based on your consent.

To exercise any of the rights described above, please submit a verifiable request to us by using the contact details provided under the “Contact” heading below.

The verifiable request must describe your request with sufficient detail that allow us to properly understand, evaluate and respond to it, and provide sufficient information that allows us to reasonably verify you are the person about whom we collected the PI or an authorized representative. Please, however, refrain from sending us sensitive PI in your request.

Where permitted by law, you may use an authorized agent to submit a request on your behalf if you have provided the authorized agent signed permission do so. We may not be able to fulfill your request if we cannot verify your identity or authority to make the request and confirm that the personal information relates to. Making a verifiable request does not require you to create an account with us. We will only use personal information provided in a verifiable request to verify the requestor’s identity or authority to make the request.

We will respond to your request within a reasonable timeframe in accordance with applicable law. We reserve the right to charge an appropriate fee for complying with a request where permitted by applicable law, and to deny a request where it may be manifestly unfounded, excessive, or unwarranted under applicable law.

We hope that you won’t ever need to, but if you do want to complain about our use of personal information, please send us a message with the details of your complaint using the contact details provided under the “Contact” heading below. Applicable laws may also give you the right to lodge a complaint with the data protection authority in your country.  

ACCOUNT INFORMATION

You may update or correct information about yourself by editing your account settings within our Services. If you wish to delete your account, please visit https://jblearn.staging.wpengine.com/account/ but note that we may retain certain information as required by law, for legitimate business purposes, or as part of our regular retention practices. We may also retain cached or archived copies of information about you for a certain period of time.

LOCATION

When you first launch any features of our Services that collect location information, you will be asked to consent to our collection of this information. If you initially consent to our collection of location information, you can subsequently stop the collection of this information by changing the preferences on your mobile device. If you do so, certain features of our Services will no longer function. You may also stop our collection of location information by following the standard uninstall process to remove our Services from your device.

COOKIES

Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that if you choose to remove or reject cookies, this could affect the availability and functionality of our website.

Choice

jbarrows acknowledges that you have the right to access your personal information. We collect information for our clients. If you are a customer of one of our Clients and would no longer like to be contacted by one of our Clients that use our service, please contact the client that you interact with directly.

Service Provider, Sub-Processors/Onward Transfer

jbarrows may transfer personal information to companies that help us provide our service. Transfers to subsequent third parties are covered by the provisions in this Policy regarding notice and choice, as well as the service agreements with our Clients. A list of Sub-Processors can be made available upon request.

CONTACT

To contact us, please send a message to [email protected], or write to:

j.barrows, LLC

361 Newbury St, 5th Floor

Boston, MA 02115