Master Services Agreement

WHEREAS BLUE VUDU is a business that provides law enforcement-related training and education;

 

    WHEREAS Customer desires to participate in the Services offered by BLUE VUDU.

 

    THEREFORE, the parties agree to the following terms of participation:

 

SCOPE OF SERVICES

Customer retains the services of Blue Vudu hereunder for the purpose of providing online education and/or on-the-scene training, as may be agreed.  Blue Vudu expressly agrees to develop and teach the content agreed in advance with Customer.  Customer only retains the services of Blue Vudu as contemplated herein, and any further agreement for training services must be mutually agreed-upon and reduced to writing between Customer and Blue Vudu.

 

Services for the Agreement hereunder shall occur in the following manner:

 

Exclusions: Customer expressly acknowledges that Blue Vudu shall not educate on specific federal / state / local ordinances, policies, or conduct protocols for any event attendee.  The training provided shall be generalized information, the application of which is subject to all local rules governing the law enforcement attendees.  Blue Vudu shall not be responsible to research any laws or regulations for any given region / agency in pursuit of developing its training materials.

 

Facilities: If Blue Vudu is hosting the training event, Blue Vudu shall arrange for the facilities to conduct its training Services.  If Customer is hosting the training event, Customer is responsible for arranging all facilities to host the training Services.  Customer shall communicate all final scheduling information to Blue Vudu no less than ten (10) days prior to the scheduled event.  “Scheduling information” shall include how to access the facilities on the date in question, information about available audio-visual technology, and any specific rules regarding use of the facilities as communicated by the owner / property manager.

 

Advertising: Customer is solely responsible for any advertisements associated with the training event.  Blue Vudu, at its discretion, may provide information, such as a Blue Vudu logo or a summary of the training content, to be utilized in any advertisement materials.

 

Food & Refreshments: For on-the-scene training, any available food or refreshments for a training event shall be negotiated in advance between Blue Vudu and Customer, including the allocation of expenses. 

 

Transportation: Blue Vudu shall arrange for its own transportation to and from any training event, with any applicable expenses included in the agreed Services cost.  Customer and all attendees are responsible for their own transportation expenses to attend any training event.  Should Blue Vudu and Customer agree that training Services include vehicular operations (including surveillance training), Customer shall be solely responsible for providing appropriate vehicles to be used in conjunction therewith.

 

Content: Blue Vudu shall develop the scope of training content to be taught by Blue Vudu.  In the course of providing Services, Blue Vudu may develop written course materials, audio-visual presentations, and specific on-site training programs.  All materials developed in the course of any agreed Services, including online courses, are the sole and exclusive intellectual property of Blue Vudu, and neither Customer nor any attendees are entitled to retain or own any materials created.  Blue Vudu, at its sole and absolute discretion, may grant a limited license to retain, use, or reproduce some or all the materials created in pursuit of this Agreement, subject to specified terms of use to be communicated by Blue Vudu.  At its sole and absolute discretion, Blue Vudu may revoke the rights granted under any limited license.

 

Recording: In accordance with its ownership of all intellectual property, Blue Vudu may restrain both Customer and any attendees from the recording or photographing of any or all portions of the training Services.  Any individual in violation of the recording rules shall be ejected from the training event by Blue Vudu, and neither Customer nor the attendee shall be entitled to an offset or refund.

 

Credentials: Prior to allowing the customer’s participation or registration in any online training course or, prior to allowing any Customer access to a training event, Blue Vudu may require the presentation of valid law enforcement or criminal justice credentials.  Blue Vudu may deny access to any individual who fails to present valid credentials.  Blue Vudu may retain, for its internal records, identifying information about each attendee to a training event.

 

Certificate of Completion:  Upon satisfactory completion of the training event, Blue Vudu may issue a Certificate of Completion to the attendees. 

 

Term: Unless otherwise terminated as provided below, this agreement shall be deemed perpetual in nature.  The scope and cost for each agreed training event shall be negotiated and reduced to writing as between the parties, with each instance of Services attached hereto as an Addendum.  

 

FEES AND PAYMENT

 

Contract Price: Customer and Blue Vudu agree that the fee for Services shall be a fixed amount clearly stipulated in online forms or agreed in writing prior to registration for any Services.  

 

Payments: The final balance owed by Customer under this Agreement shall be due and owing upon delivery of the training event.  Blue Vudu shall issue an invoice to Customer for the entire unpaid balance, such invoice to be due and owing upon issuance.  Nonpayment of Services after thirty (30) days’ issuance of the invoice shall constitute a material breach of the Agreement hereunder.  If the event is an online training, the final balance owed by Customer shall be due at the time of registration and is non-refundable.

 

Termination: Customer and Blue Vudu have the right at any time to terminate this Agreement by giving thirty (30) days' written notice to the other Party. In the event Customer terminates this Agreement, Blue Vudu shall be entitled to a proportionate payment for all Services rendered through the effective date of termination.

 

Insufficient Funds: In the event Customer issues payment that is returned for insufficient funds (NSF), Customer shall be responsible for the total amount of the payment, plus an additional $50 charge.

  

Collections: Upon Customer’s default of payment, Customer expressly grants Blue Vudu the authority to pursue all necessary and reasonable collection efforts, including but not limited to instituting legal action, assigning the contract to a collections agency, or issuing garnishments, liens, or levies.  Customer shall be responsible for all costs and attorney fees incurred in connection with any collection efforts.  All unpaid amounts shall accrue interest at the rate of eighteen percent (18.00%) per annum.

 

GENERAL PROVISIONS

 

Third Parties: Customer hereby releases Blue Vudu from claims involving any actions of third parties that interfere with the performance of contractual obligations hereunder.  Blue Vudu shall not be responsible for the conduct of any individuals not party to this Agreement.  Customer further releases and holds Blue Vudu, and its agents and assigns, harmless from the actions of any third-party vendors.

 

Non-Assignment: The Parties’ rights, duties, and obligations under this Agreement are personal and may not be assigned, transferred, or sublet to any other person or entity without the prior express written consent of the other party.  Any assignment, transfer, or sublet without such consent shall be void.  Either Party’s approval shall not relieve the other of their duties and obligations hereunder.

 

No Guarantees: Blue Vudu undertakes to perform the Services specified in this Agreement with that degree of care, skill and diligence ordinarily exercised by professional trainers/educators for services and projects and under circumstances similar to that contemplated by this Agreement.  The preceding sentence illuminates the only express warranty concerning the Services, any deliverables and any work product, and is made expressly in lieu of all other warranties and representations, express or implied, including any implied warranties of fitness for a particular purpose, merchantability, informational content, systems integration, non-infringement, interference with enjoyment or otherwise.

 

No Disclosure of Confidential Information: Customer shall not copy, distribute, create derivative works, hack, or modify the Services or any of the Courses. Customer shall not use the Services for benchmarking or any other similar competitive purposes, or in order to build a competitive product to the Services. Customer may not share login access to the Services among multiple individuals, transfer a User license, or otherwise permit any party other than the Users to use the Services. Customer may not directly or indirectly disclose or use any Confidential Information at any time during or after the Services.  This restriction includes the use of Confidential Information for personal, commercial, or proprietary advantage or profit.  Customer shall take all appropriate steps to safeguard the information and to protect it against disclosure, misuse, espionage, loss, and theft.  Upon Blue Vudu’s request, Customer will promptly return or destroy all copies of the Confidential Information.  For purposes of this Agreement, Confidential Information means proprietary information belonging to Blue Vudu that is not generally known to the public, including all documents, photographs, and other recordings related to the training courses produced by Blue Vudu.  The restrictions of this section do not apply to Confidential Information that (i) is or becomes generally available to the public other than as a result of a disclosure by Customer in violation of this Agreement; (ii) is or becomes available to Customer on a nonconfidential basis before its disclosure to Customer in compliance with this Agreement; or (iii) is or has been independently developed or conceived by Customer without using Confidential Information.  Customer’s failure to maintain Confidential Information in accordance with this Agreement shall constitute a material breach hereof, through which Blue Vudu may seek any available legal and equitable remedies.  All training materials conceived or produced by Blue Vudu shall remain Blue Vudu’s sole and exclusive property, and Customer shall have no right to use, reproduce, or otherwise convert such materials without the express written consent of Blue Vudu.

 

Publicity: Customer agrees to grant Blue Vudu the right to use Customer’s name and logo as a reference for marketing or promotional purposes on Blue Vudu’s web site or promotional materials.

 

Limitation of Liability: Regardless of the presence or absence of insurance coverage, Blue Vudu, its agents and assigns, shall not be liable for loss or damage occasioned by delays, or for incidental or consequential damages suffered by Customer or others, however caused.  Customer expressly agrees to limit any and all claims against Blue Vudu, its agents and assigns, including but not limited to claims alleging negligence or breach of contract for all losses of any kind.  The recourse of Customer or its successors or assigns against Blue Vudu with respect to the alleged breach by or on the part of Blue Vudu of any representation, warranty, covenant, undertaking or agreement contained in this Agreement shall extend only to Blue Vudu, and no personal liability or personal responsibility of any sort with respect to any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against Blue Vudu’s directors, officers, managers, members, employees, agents, constituent partners, beneficiaries, trustees or representatives.

 

Entire Agreement: By submitting or tendering a participant registration for any training offered by Blue Vudu, whether online or in-person, Customer agrees to all terms of this Services Agreement contained herein. This Agreement constitutes the entire agreement between the Parties and any prior understanding or representation, of any kind, preceding the date of this Agreement shall not be binding upon either Party except to the extent incorporated herein.  Blue Vudu has not made, and Customer has not relied upon, any statement, representation, agreement, or other promise that is not expressed in writing.

 

Disputes: This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Colorado. Any controversy between Customer and Blue Vudu arising under or relating to this Agreement shall be determined by binding and non-appealable arbitration to be conducted by a group mutually acceptable to the Parties such as the American Arbitration Association or Judicial Arbiter Group, under and in accordance with the commercial rules of the American Arbitration Association.  Hearings on such arbitration shall be held in Arapahoe County, Colorado, unless otherwise agreed between the Parties.  The Parties hereto agree to have any dispute arising out of the matters included or related to this Agreement decided by neutral arbitration as provided by applicable law and understand that they are giving up any rights they might possess to have the dispute litigated in a court or by jury trial, as well as giving up their right to appeal.  The prevailing party to such dispute shall be entitled to all reasonable costs and attorney fees incurred in prosecution or defense thereof.

 

Modification: No modification shall be made and effective as against the Agreement hereunder unless reduced to writing and signed between the Parties.