Master Services Agreement

Talent Insurance®

LeggUP Inc. (“LeggUP” or “we”) and the Customer listed (“Customer” or “you”) enter into the following Master Services Agreement (“Agreement”) as of (the “Effective Date”). This Agreement governs LeggUP provision of services to you. Both parties agree that this Agreement is for valuable consideration and is legally binding.

1. LeggUP’s Obligations to You. Provide Services.

We will provide the services specified in the Talent Insurance Policy. Any additional services will be provided pursuant to one or more mutually agreed upon and jointly executed Policies describing the additional services to be performed.  Each Policy, when executed by the parties, shall be subject to the terms and conditions of this Agreement and incorporated into this Agreement by this reference.

2. Your Obligations to LeggUP.

a. Pay for Services. Each Talent Insurance Policy provides details of LeggUP compensation for services rendered to Customer.  LeggUP may increase fees each Contract Year, upon 30 days’ prior written notice to Customer, or as otherwise specified in the Policy.  Payments not made by the 10th of each month are subject to a late charge of 1% (or the maximum rate allowed by law, if lower) which we may assess on any outstanding balance. If Customer has not paid an overdue amount, we reserve the right to suspend services until Customer has paid all overdue amounts together with interest.  We will refrain from suspending services based solely upon a charge that is under a good faith dispute. In the event automated monthly payments are not set up electronically, LeggUP will charge 5% processing fee.

b. Payments for Additional Employees/Additional Services. After the Effective Date, additional employees may be enrolled in the Talent Insurance® program by notifying LeggUP via email or by accessing the administrative portion of the LeggUP platform (“Platform). Fees for participating employees will begin to accrue on the corresponding Enrollment Date and will be invoiced accordingly. You agree to pay our fees for additional services and for participating employees enrolled after the Effective Date, within 10 days after receiving the applicable invoice.  Participating employees for whom fees are current are deemed to be eligible to receive the services (“Eligible Employees”).

c. Pay Taxes. This Section applies only if taxes are applicable to fees that are not covered by the compensation arrangement outlined in a Policy. You agree to pay any sales and use and all other taxes, levies, or duties of any nature, excluding only taxes based upon LeggUP’s income. If we are required to pay or collect taxes for which you are responsible, we will invoice the appropriate amount to you.

d. Provide Information. You will furnish us, in a timely manner, with all information we require to provide the services, and any additional services, under this Agreement. This includes executing any documents required in order to implement selected supplemental benefits offered to your employees (e.g., broker of record letters, census information, etc.).

e. LeggUp Terms & Conditions. Customer agrees to use website and products and services in compliance with LeggUP’s Terms & Conditions (located at https://www.leggup.com/terms-conditions) which by this reference are incorporated herein.

3. Participating Employees.

The number of participating employees is defined in the Talent Insurance Policy. If, during any month, the number of Customer employees participating in the All-Employee plan under the Talent Insurance Policy is less than 80% of the “Eligible Employees” or more than 120% of the “Eligible Employees” designated in the Policy, LeggUP will adjust the monthly premiums on a pro rata basis to accommodate the decrease or increase in the employee population. Customer shall provide LeggUP with an updated list of Eligible Employees no later than the fifth (5th) day prior to the end of each calendar month, for so long as the Agreement remains in effect.

4. Treatment of Information Exchanged by the Parties.

Both parties agree that all materials, forms, data, software, intellectual property, pricing, and any other information (collectively “Information”) shall remain the sole and exclusive property of the original sharing party. Both parties also agree to treat as confidential all Information that each receives from the other party that is designated as confidential or should reasonably be understood as confidential given its nature. This includes, but is not limited to, the terms and conditions of this Agreement and the information you provide to us under Section 4(d). Neither party will use confidential Information received from the other party for any purpose outside of this Agreement. Both parties will protect confidential Information from disclosure the same way it protects its own confidential Information. Both parties agree that injunctive relief is an appropriate remedy to enjoin the disclosure of confidential Information because other remedies would be inadequate. If one party is compelled by law to disclose confidential Information, it will immediately notify the other party in writing immediately that it is being compelled to do so. At any time upon a disclosing party’s request, and immediately upon the expiration or termination of this Agreement for any reason, each party shall promptly return or destroy (pursuant to the disclosing party’s instructions) all Information.  You hereby grant permission to LeggUP to use Customer name and logo for the purpose of advertising and promotions. You agree that we will own all rights in all enhancements to our products and all other work products developed by us under this Agreement and hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use and create derivative works of any feedback you or any of your representatives provide to us regarding our products or services.

5. Personal Information.

With regard to Personal Information that LeggUP may collect, receive, or otherwise Process as a result of this Agreement, LeggUP shall not: (a) sell, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate orally, in writing, or by electronic or other means, Personal Information to another business or a third party for monetary or other valuable consideration; or (b) retain, use, disclose, collect, sell, use, or otherwise Process Personal Information for any purpose other than for the specific purpose of, and as necessary for, performing the services specified in this Agreement and to measure use of, analyze performance of, fix errors in, provide support for, improve, and develop our products and services. For clarity, LeggUP may not retain, use, or disclose the Personal Information for any other commercial purposes or outside of the direct business relationship between LeggUP and Customer. LeggUP hereby certifies that it understands the specific restrictions contained in this Section. “Personal Information” means any and all information in any medium or format which LeggUP Processes for or on behalf of Customer or its affiliates, that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, household, or device. Without limitation, “Personal Information” includes information qualifying as “personal information,” “nonpublic personal information,” “nonpublic information” and similar terms under the applicable laws and their implementing regulations, including the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100, et seq.). “Process” means any operation or set of operations, whether performed by automatic or manual means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

6. Nature of LeggUP’s Relationship with Customer’s Participating Employees.

Due to the sensitive nature of the services LeggUP provides, Customer acknowledges that LeggUP has the right to communicate directly and privately with participating employees as necessary to provide participating employees the Talent Insurance® services.  Except as required by law or a participating employee’s written consent to disclosure, LeggUP shall be under no obligation to disclose to Customer information LeggUP receives from participating employees in the course of providing the Talent Insurance® services, even if that information might be beneficial to Customer.  Notwithstanding the foregoing, LeggUP may disclose statistical information to Customer related to the Talent Insurance® program.

7. Warranties.

We warrant that: our services comply with all applicable laws; we own the written materials that we use to provide our services; and our written materials do not infringe on any intellectual property right of any third party. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, LEGGUP MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LEGGUP SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LEGGUP DOES NOT PROVIDE LEGAL, ACCOUNTING, MEDICAL OR ANY OTHER PROFESSIONAL ADVICE OR SERVICES.

8. Termination.

Notwithstanding Section 1 above:

a. LeggUP may terminate this Agreement immediately upon notice to Customer if Customer fails to pay any fees or other amounts when due (other than amounts being disputed in good faith by Customer).  LeggUP, in its sole discretion, may extend a grace period of 30 days after the due date to provide Customer with additional time to cure the delinquent payment.

b. A party may terminate this Agreement immediately upon notice to the other party: (i) in the event of any proceeding by or against the other party in bankruptcy, reorganization, or insolvency or for the appointment of a receiver or an assignment for the benefit of creditors; or (iii) upon the other party’s dissolution or ceasing to do business.

9. Effect of Termination or Expiration.

Upon the expiration or termination of this Agreement:

a. Customer shall pay all outstanding fees and other amounts owed through the end of the then- current term to LeggUP within 30 days after the date of such expiration or termination; and

b. LeggUP shall cease to provide all services under this Agreement on such expiration or termination date.

c. All Talent Insurance® Policies shall no longer be effective.

10. Assignment.

Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party and any attempt to do so without such consent will be null and void. This restriction, however, does not apply to an assignment in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.

11. Governing Law and Venue.

This Agreement shall be governed exclusively by the laws of Delaware. Each party consents to the exclusive jurisdiction of the state and federal courts located in Orange County, California to adjudicate any dispute arising out of or relating to this Agreement. Each party also waives any right to jury trial.

12. Indemnification.

Customer hereby grants permission to LeggUP to make communications to employees as requested and/or defined within this Agreement, which includes all Policies executed by the parties, including but not limited to outbound telephone calls to employees, returning voice mail messages, and initiating reminders via telephone or other electronic means. Furthermore, Customer agrees to defend, indemnify and hold harmless LeggUP from any and all claims brought by employees or by any entity on behalf of employees in relation to these communications.

13. Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (OTHER THAN FOR FEES DUE) EXCEED AMOUNTS DUE FROM CUSTOMER UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGE.

14. Relationship of Parties.

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.

15. Entire Agreement.

This Agreement, along with all duly executed Policies and amendments, constitutes the entire agreement between the parties with regard to the matters addressed herein, and all prior agreements, proposals or representations regarding the matters addressed in this Agreement are superseded by this Agreement. Any amendments, updates, waivers or other modifications must be in writing and signed by both parties.

16. Waiver.

No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof.

17. Severability.

If any provision of the Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect the parties’ original intentions as nearly as possible in accordance with applicable law(s).

18. Counterparts.

This Agreement (including Policies and amendments), may be executed by electronic signature and in counterparts, each of which is deemed an original and together shall constitute but one and the same document. Delivery of an executed counterpart of this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

19. Notices.

All notices under this Agreement must be in writing and will be deemed given when delivered by hand, when sent electronically and receipt has been acknowledged, one day after being given to an express courier with a reliable system for tracking delivery, or five days after the day of mailing, when mailed by United States mail or registered or certified mail, return receipt requested, postage prepaid.  Notices shall be sent to the address set forth below the signatures to this Agreement. Either party hereto may from time to time change its address for notification purposes by giving the other party prior written notice of the new address and the date upon which it will become effective.

20. Talent Insurance® Refund.

Customers are eligible for refund of the premiums paid for their employees under the Talent Insurance Policy, when all of the following conditions are met:

a. Employee completes a 6 or 12 session Talent Insurance® program within 12 months of the employee’s Enrollment Date.

b. Employee leaves Customer employment voluntarily within 90 days of completing the final Talent Insurance® program survey.

c. The requested refund is for an Employer-paid program (refunds are not available on Voluntary Benefits and employee-paid programs).

d. The maximum refund that Customer may receive each Contract Year cannot exceed the amount paid by Customer for Employer-paid programs during the then-current Contract Year.

e. Customer may not receive a refund if the refund request is made after the expiration or termination of this Agreement.

f. Customer’s refund request must include a copy of the signed employee resignation letter.

g. Customer’s refund request must be filed within 90 days of the resignation date of the employee meeting the criteria set out in this Section 21.

h. The refund amount per Eligible Employee is equal to current LeggUP MSRP of $1200.

21. Dependent Coverage.

Employee and his/her dependent family members over age 18 shall be offered access when Customer purchases Platform Access for all Customer employees under the Talent Insurance Policy. LeggUP may provide an access code for dependents to register on the Platform.

22. Surviving Provisions.

After any termination or expiration of this Agreement, all provisions of this Agreement shall survive except Sections 1 and 2(d).

Contact Us

You may contact us about matters pertaining to this notice at the following:

LeggUP, Inc.
Master Services Agreement

120 Newport Center Dr.
Newport Beach, CA 92660
USA

support@leggup.com