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Terms and Conditions

This Master Services Agreement (“Agreement”) will be effective upon full execution (“Effective Date”) by and between RichFeedback LLC (“RichFeedback”), a limited-liability company registered in the State of Delaware, and with its principal place of business at 12720 Pond Crest Ln, Herndon, VA 20171, and the instructor whose identity, institutional affiliation and role have been authenticated (“Customer”) OR an educational institution, a school or school-district, an education- or training-provider, a corporation or an association (“Institutional Client”), the design of the portal seeking to purchase any of RichFeedback’s assessment-of-learning or grading services. In the paragraphs that follow, the term “Customer” is deemed to include Institutional Clients as well, unless expressly excepted or provided for explicitly and separately.

1. SERVICES

1.1.

RichFeedback will provide high-quality feedback and/or assessment scoring (“Services”) as more-fully described on RichFeedback’s official website at the URL www.RichFeedback.com or its portals at the URLs, www.Virtual-TA.com or www.MyOwnTA.com (“Portal”) to Customer in consideration of payment based on the rates and terms specified in this Agreement.

1.2.

RichFeedback shall provide Services to Customer in accordance with Customer's instructions as specified via the Portal at one of the portals mentioned in Paragraph 1.1 above

1.3.

RichFeedback may be required to adjust Services for short periods of time to enable technical operations to be improved, upgraded or conducted. RichFeedback will use best efforts to minimize Customer inconvenience caused by such adjustments of Services.

1.4.

Customer recognizes that RichFeedback’s ability to provide the Services depends on the reliability, availability and continuity of a connection to a third party internet-service provider and RichFeedback is not responsible for a service interruption outside of its control.

1.5.

RichFeedback agrees to provide Services, as specified in the initial quote via the Portal to Customer or via e-mail to Institutional Client (“Quote”).

1.6.

Services typically constitute a multi-step process from generation of Quote, acceptance of Quote by Customer, uploading of documents into Portal by Customer, any request for clarification from RichFeedback, clarification by Customer via Portal, commencement of grading by RichFeedback, suspension of grading while Customer reviews initial sample of grading, followed by completion of the grading of all papers.

1.7.

Services, whether feedback and/or scoring specified in Quote, provided to Customer or Institutional Client shall be at a generally-acceptable quality, as defined by rigor, usefulness to students and instructors and timeliness, as per the schedule agreed to in Quote. The determination of timeliness of Services shall exclude periods when grading was suspended for the purposes of RichFeedback awaiting clarification or review by Customer (“Quality”).

2. TERM AND TERMINATION

2.1.

This Agreement will begin on the Effective Date and will end on the date on which Services have been fully delivered by RichFeedback and accepted by Customer (“Term”).

2.2.

If either party shall be in material default of its obligations under this Agreement, the party not in default shall have the right to terminate this Agreement if the defaulting party does not cure such default within fifteen days of receiving written notice of such default.

2.3.

In addition, RichFeedback has the right to terminate this Agreement upon five days’ prior written notice if Customer is more than thirty days late in payment of RichFeedback’s invoices more than twice in any twelve month period.

2.4.

Either party may terminate this Agreement (“Termination”) at any time, with or without cause, with thirty days advance written notice to the other party. Customer shall only be liable for payment of Services performed prior to termination.

3. PAYMENT

3.1.

RichFeedback requires Customer to pay for Services in full, as indicated in the invoice (“Invoice”) upon the digital execution of this Agreement. In the event that Customer is offered an introductory or promotional discount or deferred-payment, through the issuance of a coupon-code, Customer may use such coupon-code within the payment facility, in which case, Customer agrees to pay the revised amount indicated on Invoice by the date indicated on Invoice (“Payment-Due Date”).

4. LEGAL COMPLIANCE; INDEMNIFICATION

4.1.

Customer will use the Services and RichFeedback will provide the Services in accordance with all applicable local, state and federal laws and regulations.

4.2.

Except as limited by the laws of the Commonwealth of Virginia, both parties will indemnify and hold each other and their regents, officers, agents, and employees harmless from liability resulting from the negligent acts or omissions of the regents, officers, agents, or employees of the other party hereto in performance of this Agreement.

5. DISCLAIMERS AND LIMITATION OF LIABILITY

5.1.

RichFeedback expressly disclaims any and all warranties, express or implied, relating to the services, including but not limited to warranties of merchantability or fitness for a particular purpose or use.

5.2.

To the extent permitted by law, in no event shall RichFeedback be liable for any direct, special, indirect, incidental or consequential damages (including but not limited to money damages, loss of profit or other monetary loss), even if RichFeedback is advised in advance of the possibility of such damages.

6. CONFIDENTIALITY

6.1.

Each party acknowledges that, in the course of the parties’ relationship, each may obtain information relating to the other party and its users or customers, which is of a confidential or proprietary nature (“Confidential Information”). Confidential Information includes trade secrets, customer lists, software plans or any other information relating to any product or project in development, marketing or business plans, or financial information. Each party will at all times, both during and after the term of this Agreement, keep Confidential Information in confidence, and not use or disclose it for any purpose other than as may be reasonably necessary for the performance of the respective duties of each under this Agreement. At termination of this Agreement, each party will return all Confidential Information to the other promptly after the disclosing party requests. Nothing in this Article, however, will be construed to prohibit any disclosure required by law or court order or subpoena, provided that prior to disclosing Confidential Information, the recipient of the order or subpoena gives the disclosing party prior notice and a reasonable opportunity to seek to restrict or limit such disclosure.

6.2.

In compliance with the Family Educational Rights and Privacy Act, RichFeedback agrees 1) to protect any confidential student information it receives or accesses that could make a student’s identity traceable, and 2) any data analysis or report shall not be disclosed to any third party without Customer’s prior written consent.

7. GENERAL

7.1.

The failure of either party at any time to enforce any particular term or condition of this Agreement shall not constitute a waiver of either party's right to enforce at another time such term or condition or any other term or condition of this Agreement.

7.2.

Neither party may assign this Agreement without the other party’s prior written consent. RichFeedback consents to the assignment to an acquirer of substantially all of Customer’s assets or business. This Agreement shall be binding upon and inure to the benefit of the parties' successors, legal representatives and authorized assigns.

7.3.

Articles 4.0, 5.0 and 6.0 of this Agreement shall survive any termination or expiration of this Agreement.

7.4.

This Agreement shall be interpreted and governed by the laws of the Commonwealth of Virginia without regard to its rules governing conflicts of law.

7.5.

This Agreement is the entire agreement between the parties concerning the subject matter hereof.

7.6.

This Agreement in no way confers any rights upon any third party, including but not limited to any third party participant in any conference or other third party recipient of messages transmitted through the Services.

7.7.

Both parties represent that the persons executing this Agreement are fully authorized to do so.

7.8.

The parties acknowledge and agree that RichFeedback is an independent contractor and nothing in this Agreement shall be construed to establish one party as the employee, agent, partner or similar representative of the other party. As an independent contractor, RichFeedback is being contracted to provide the service as describe in this Agreement on behalf of Customer.

8. REFUND POLICY

8.1.

In the event that Customer is dissatisfied, for any reason, with Services provided by RichFeedback, Customer will be entitled to a full refund of payments made to RichFeedback, subject to the Indemnification spelled out in Paragraph 4 above and Disclaimers and Limitation of Liability spelled out in Paragraph 5 above.

8.2.

Customer is required to provide, in writing to RichFeedback via the e-mail address Service@RichFeedback.com, the reason(s) for requesting a refund.

8.3.

Barring the absence of a written request for refund as specified in Paragraph 8.2 above, Customer is deemed to be eligible for a refund (“Refund-Eligible”).

8.4.

Refund issued to Refund-Eligible Customer will be through and to the same mode of payment, such as the credit-card or debit-card, originally used by Customer.

8.5.

In the case of Institutional Clients, the decision to offer a refund, in part or in full, shall be based on good-faith discussions between RichFeedback and Institutional Client, documentary evidence of non-performance, absence of or inadequate Quality of Services provided by RichFeedback (as defined in Paragraph 1.7), and any mitigating circumstances arising from the many interactions with Customer necessitated by the nature of Services.

8.6.

If, based on the determination specified in Paragraph 8.5, Institutional Client is deemed Refund-Eligible in part or in full, RichFeedback shall process the Refund via the same mode of payment used by Institutional Client or issue a revised invoice, as applicable.

9. RETURNS POLICY

9.1.

Given the nature of Services provided by RichFeedback, i.e., a series of intangible, digital and knowledge-based activities, it is near-impossible to conceive of a way to return the service.

9.2.

In the event of Termination or, upon written request by Customer or Institutional Client, RichFeedback will destroy all original and graded documents, failing which RichFeedback shall retain records for the purposes of internal quality-audits, training and carrying out analytics.

To set up a meeting or to get
more information, e-mail us at sales@richfeedback.com


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