Terms of Service
TEAMSUPPORT LLC & SNAPENGAGE LLC TERMS OF SERVICE
Last updated October 3, 2025
IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER. THESE PROVISIONS AFFECT YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.
ACCEPTANCE OF TERMS OF USE
These Terms of Service (“Terms”), including the Binding Arbitration and Class Action Waiver section below, are an agreement between Company (also being referred to in these terms as “we”, “us”, or “our”) and you, or, if you represent an entity or other organization, then that entity or organization, and each of your heirs, assigns and successors (in either case “you” or “your”). These Terms govern your access to and use of our website(s) (i.e., Site), our proprietary technology and software platform (either web accessed or as a mobile application), and/or or ancillary online or offline products and services provided to you by Company or any of our affiliates, to which you are being granted access, or you access or use, including the applicable Company Technology, the applicable Site, and the applicable Content (collectively part of the Services). Our Services are offered on a software as a service (SaaS) basis. If you acquire access to our Services through your company and your company is under another written agreement with us, the terms of such agreement shall control to the extent of any conflicts with these Terms. Capitalized terms used here have the definition in the DEFINITIONS section below.
Please note that access to and use of the Services is intended only for individuals who are at least 18 years old and capable of forming legally binding contracts under applicable law. By accessing or using the Services, including your election to create a user account, you represent and warrant that you meet these requirements. In addition, by clicking on the “start my trial” button, executing an order form, or by accessing or using the Site or Services either through a free trial or as a paid subscriber, you (i) agree to be bound by these Terms governing your use of the Services, whether as a guest or a registered user; (ii) are not, nor are any of your affiliates, a competitor of TeamSupport or SnapEngage, (iii) have read and understand these Terms; and (iv) represent that you are of legal age to enter into a binding agreement and in any case, at least 18 years of age. If you do not agree to all of these Terms, do not use our Services.
ADDITIONAL TERMS AND POLICIES
Our obligations regarding your personal information are addressed in our Privacy Policy. Any additional technologies (text messaging, chat function, or any AI use) will be subject to these Terms or our additional policies on those technologies as may found on our website, each of which are expressly incorporated herein to the extent applicable to your use of the Services.
If you are entering into these Terms or otherwise using the Site or Services for or on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms. If you do not have such authority, or if you do not agree with these Terms, you must cease use of the Site and Services, cancel the ordering process, and may not use the Services, even for the trial period (if any). By using the Site or Services, you accept and agree to be bound and abide by these Terms.
In the event that you order our Services as a customer under an Order Form, the Order Form will be deemed to incorporate these Terms by reference as part of the Agreement. While Company reserves the right to amend these Terms from time to time, the Terms in effect as of the Contract Start Date on the Order will apply to the Agreement. Outside of the Agreement, any access of the Site or Services after the “Last Revised Date” specified above will mean you accept the current version of these Terms.
USE RIGHTS AND RESTRICTIONS
The Site and Services are proprietary to Company and are protected by our Intellectual Property Rights and applicable laws and regulations. All rights not expressly granted to you under the Agreement (including these Terms) are reserved by Company.
Use Right. You acknowledge and agree that the Services provided under the license described in the Agreement (i.e., on a SaaS basis) are not being sold, assigned or transferred to you. Subject to your timely payment of any License Fees (as set forth on the Order Form(s)), and compliance with these Terms, Company grants you a limited, non-exclusive, revocable, non-transferable and non-sublicensable right to use the Services through your account during the License Term, solely for your own purposes on any device (mobile or otherwise) that you own or control in accordance with these Terms. No licenses or rights are granted to you by implication or otherwise regarding any Company Intellectual Property Rights except as expressly set forth herein. NOTE: Any access by an iPhone or iPad touch are also subject to the Usage Rules set forth in the Apple App Store Terms of Service which you acknowledge that you have had an opportunity to review.
No Copies or Benchmarking. You shall have no right to make or use copies of the Services, including Content, or any portion thereof. Your access to any of our Services documentation is solely for your use of the Services. You further acknowledge that you may not access or use the Services if you are a competitor of TeamSupport or SnapEngage, except with Company’s prior written consent. In addition, you may not access the Services for purposes of monitoring the availability, performance or functionality of the Service, or for any other benchmarking or competitive purposes.
Restrictions. You shall not (i) license, sublicense, sell, rent, lease, resell, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make available to any third party the Service, Content or Company Technology in any way; (ii) use another user’s account; (iii) violate the license granted for the Services; (iv) violate these Terms; (v) use any automated system (such as robots, spiders, offline readers, or scrapers to access the Services; (vi) modify or make adaptations or derivative works based upon the Service, Content or Company Technology; (vii) remove, alter or obscure any proprietary notice or identification, including copyright or trademark notices, contained in or on the Service, Content or Company Technology; or (viii) decompile, reverse engineer, disassemble or otherwise access the Services or Company Technology in order to (a) derive, or attempt to derive, the source code of the Services or Company Technology, (b) build a competitive product or service, (c) build a product using similar ideas, features, functions or graphics of the Service, or (d) copy any ideas, features, functions or graphics of the Services or Company Technology. Without the prior written permission of Company (or its applicable supplier), you may not publish, copy, reproduce, distribute, transfer, upload, post, transmit, or otherwise use, in whole or in part, any Content contained on or provided through the Services. Requests for our permission to publish, copy, reproduce, distribute, transfer, or otherwise use such Content may be sent to Company. User Licenses and Trial Licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. The maximum number of authorized Users shall not exceed the number of User Licenses you have purchased or Trial Licenses Company has authorized.
No Spam or Malware. You agree that you will not upload or transmit any communications or User Content of any type through the Services that infringe or violate any rights of any party. You shall not record, upload, store, post, send, transmit, cause the display, playback or performance of, or otherwise make available on the Site or through the Service any User Content which: (i) contains or is deemed spam or otherwise duplicative or unsolicited messages in violation of applicable laws or otherwise; (ii) is, in Company’s sole discretion, infringing, obscene, pornographic, excessively violent, abusive, harassing, vulgar, hateful, racially, ethnically, or otherwise offensive or discriminatory, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) infringes any patent, trademark, trade secret, copyright, or other proprietary or intellectual property rights of any other person or entity; (iv) you do not have a right to make available under law or contractual or fiduciary relationship; (v) includes the private information of any third party; (vi) bears, in Company’s sole discretion, any false, disguised, or misleading origin; (vii) is, in Company’s sole discretion, an advertisement, solicitation, or promotional material; (viii) contains software viruses, worms, malware, Trojan horses or other harmful computer code, files, scripts, agents or programs.
No Disruption. You shall not (i) interfere with or disrupt the integrity or performance of the Services or the Content contained therein; (ii) attempt to gain unauthorized access to or use of the Site, Service, or SnapEngage’s or TeamSupport’s related systems or networks; (iii) use the Services in any manner that could damage, disable, overburden, disrupt or impair the Site, the Service, or any SnapEngage or TeamSupport server, or the network(s) connected to any SnapEngage or TeamSupport server, or interfere with any other party‘s use and enjoyment of the Site; (iv) disobey any applicable policies or regulations of networks connected to the Site; (v) use any robot, spider, site search/retrieval application, or other devices to retrieve, index or interface with any portion of the Site or the Service; (vi) frame the Site or reformat it in any way; (viii) create user accounts using any automated means or under false pretenses; or (ix) use the Services to create a competing service.
Changes. Company reserves the right, in its sole discretion, to make any changes to the Services and Company Technology that it deems necessary or useful to: (i) maintain or enhance: (A) the quality or delivery of the Service; (B) the competitive strength of or market for the Service; or (C) the Service’ cost efficiency or performance; or (ii) to comply with applicable laws. Notwithstanding anything to the contrary in these Terms, Company reserves the right from time to time to modify, restrict, suspend, or discontinue, temporarily or permanently, and or all of the Site, the Services, or the Company Technology (or any part of any of the foregoing) at any time for any reason. You acknowledge that Company may from time to time change the services offered, including, without limitation, limits concerning use of the Site, the Services, or the Company Technology.
Trial Use. In the event that you elected to receive a limited Trial License of any Service, your trial usage is subject to the Agreement for the Trial Period. You further acknowledge and agree that during the Trial Period, your usage of the Services may have limitations on volume, data access, features and other functionality as determined by Company in its sole discretion.
OUR RESPONSIBILITIES
Services Availability. Subject to the Terms, Company will use its commercially reasonable efforts to provide access to the Services twenty-four (24) hours a day, seven (7) days a week throughout your subscription to the Services. You agree that from time to time the Services may be inaccessible or inoperable for various reasons, including: periodic maintenance procedures or upgrades (“Scheduled Downtime”); or any malfunctions; and causes beyond the control of Company or which are not reasonably foreseeable by us, including a Force Majeure event, the interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures (collectively “Non-Scheduled Downtime”). THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. Company shall use commercially reasonable efforts to: (i) provide at least twenty-four (24) hours notice by posting notice to the sign-in screen in the event of any Scheduled Downtime; and (ii) minimize any disruption, inaccessibility and/or inoperability of the Services in connection with Non-Scheduled Downtime. In the event that we discover or are notified by you of the existence of any Non-Scheduled Downtime, Company will take all actions reasonably necessary to determine the source of the problem. If the source of the problem is outside of the control of Company, then we will use commercially reasonable efforts to notify the party(ies) responsible and cooperate with such party(ies) to resolve the problem as soon as possible. If the source of the problem is within our control, then we will use our commercially reasonable efforts to resolve the problem after determining the source of the Non-Scheduled Downtime. Company provides support through our Customer Support Hub on our Site. You acknowledge and agree that no third party (e.g., a mobile app store provider) has any obligation whatsoever to furnish any maintenance and support services with respect to the Services provided under these Terms.
Third Party IP Claim as to Services or Content. If the Services or Content become or, in Company’s opinion, are likely to become, the subject of any injunction preventing its use as contemplated herein, Company may, at its option (i) obtain for you the right to continue using the Services or Content, or (ii) replace or modify the Services or Content so that they become non-infringing without substantially compromising the principal functions. If (i) or (ii) are not commercially reasonably available to Company, then it may terminate the Services and/or the Content, and the Agreement, upon written notice to you and refund to you any unused prepaid License Fees, pro-rated as of the date of termination. Company shall have no liability or obligation to you hereunder with respect to any claim or loss to the extent based upon (a) any unauthorized use of the Services or Content, (b) any modification or combination of the Services or Content with data, software, hardware, or systems not provided by or approved by Company, (c) any portion of the Services or Content that implements your specific requirements, (d) your continuing allegedly infringing activity after being notified to cease use as provided for herein, or (e) your continuing use of any version of the Services or Content after being provided modifications that would have avoided the alleged infringement. The foregoing states the sole and exclusive liability of Company, and your sole and exclusive remedy, with respect to any actual or alleged violation of a third party’s Intellectual Property Rights by the Services, Content, or any part thereof or by its use or operation. Company shall have no indemnification obligation, and you shall indemnify Company, for claims arising from any such third party Intellectual Property Rights infringement claim arising from your combination of the Services or Content with any of your data, products, service, hardware or business process(s).
YOUR RESPONSIBILITIES
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Company immediately in writing of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) notify Company immediately in writing, and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another user or provide false identity information to gain access to or use the Services.
Access. You shall be solely responsible for providing, maintaining and ensuring compatibility with the Services access requirements, all hardware, software, electrical or other physical requirements for your use of the Services, including without limitation, mobile devices, telecommunications and internet service provider access, connections, links, web browsers or other equipment, programs and services required to access the internet or to use the Services. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason, including without limitation: (i) equipment malfunctions, (ii) periodic maintenance procedures or repairs; or (iii) other causes beyond our control. Additionally, because the Services are accessed via the internet or a mobile carrier, you may have connection issues due solely to your own internet or telecommunications service provider or other technological access requirements. We are not responsible for any third party access requirements (e.g. your internet service provider).
Your Data Obligations. You agree that you have retained and will retain sole responsibility for: (i) all Customer Data; (ii) all information, instructions and materials provided by or on behalf of you in connection with the Services; and (iii) the security and use of your access credentials. You agree that as a User you shall keep a secure password for your use of the Services, and that such password shall be changed no less frequently than quarterly and that as a User you shall keep your password confidential.
Cooperation. You agree to provide Company with (i) all necessary cooperation in relation to the Agreement; and (ii) all necessary access to such information as may be required by Company in order to render the Services, including but not limited to Customer Data, security access information and configuration services.
Consents. You agree to obtain and shall maintain all necessary licenses, consents, and permissions necessary for Company, its affiliates, and their respective licensors, contractors, and agents to perform their obligations under the Agreement, including without limitation with respect to the Services.
Systems. You agree to ensure that your network and systems comply with the relevant specifications provided by Company from time to time. You agree that you are solely responsible for procuring and maintaining your network connections and telecommunications links from its systems to Company’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet.
Liability. YOU REMAIN SOLELY RESPONSIBLE FOR THE CUSTOMER DATA AND MATERIALS YOU RECORD, UPLOAD, POST, CAUSE TO BE DISPLAYED, PLAYED BACK OR PERFORMED IN ANY AREAS OF THE SITE OR THE SERVICES AND THAT YOU TRANSMIT IN ANY OF YOUR COMMUNICATIONS THAT USE THE SITE OR THE SERVICE.
Indemnification. You shall indemnify, defend, and hold Company, its licensors and each such party’s parent organizations, subsidiaries, other Affiliates, officers, directors, employees, attorneys and agents harmless from any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your violation of the Agreement; or your violation of any rights of other users of the Site or Services.
ACCOUNT INFORMATION AND DATA
Except as otherwise provided in these Terms, Company does not own any data, information or material that you submit to the Service.
Customer Data. We acknowledge that you own Customer Data. By providing us with your Customer Data, you grant us a worldwide, irrevocable (subject to rights under applicable data protection laws), perpetual, non-exclusive, transferable, royalty-free, sublicensable license to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, disclose or allow use of such Customer Data, to provide the Services, market (subject to your rights to limit under applicable data protection laws), or respond to communications with you about the Services or Content. You are solely responsible for all Customer Data that you provide to us through the Services. You represent and warrant that: (i) you have all rights, title and interest necessary to provide the Customer Data (including the above license grant); (ii) if required, that you have acquired consent or provided consent for such license grant; (iii) neither the Customer Data nor your provision to us of the same for use under the above license will infringe, misappropriate, or violate any third-party’s intellectual property rights; and (iv) the Customer Data will comply with applicable law. If we determine that any Customer Data violates any of these representations and warranties, threatens or potentially harms another user, violates these Terms, or has the potential to harm our Intellectual Property Rights, including without limitation our brand, then Company reserves the right to remove such Customer Data and may limit, suspend, or cancel the related User account.
Personal Data. To the extent Customer Data includes Personal Data, you agree to the terms and conditions of the TeamSupport Data Processing Addendum, which is hereby incorporated by reference and can be accessed at www.teamsupport.com/privacy-policy, in which you are referred to as “Customer”. Our obligations for the protection of the privacy of Customer Data is as set forth in our Privacy Policy; which may be supplemented by additional obligations set forth in the Data Processing Addendum, if applicable.
Data Integrity. You, not Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and none of Company or any of its affiliates shall be responsible or liable for the deletion, correction, destruction, corruption, damage, loss or failure to store any Customer Data. Company and its affiliates reserve the right to withhold, remove and/or discard Customer Data without notice for any reason, including, without limitation, your non-payment for the Services. Upon termination of the Agreement, your right to access or use of Customer Data through the Services immediately ceases, you will discontinue use and irrevocably erase any Content or Company Confidential Information in your possession (including any archival or other copies of the same), and neither Company nor any of its affiliates shall have any obligation to maintain or forward any Customer Data.
Artificial Intelligence Features. From time to time, Company may make available certain functionalities that allow you to utilize artificial intelligence, machine learning, or similar technologies as part of the Services (“AI Tool”). Your use of such AI Tool is optional and solely at your own risk. Company’s licensed AI Tool will be pre-trained; meaning that it will not require Customer Data for training purposes. In the event that any new AI Tool has the option of training based on Customer Data, your consent would be required prior to such new AI Tool. You may provide input through the AI Tool, including Customer Data, to use the AI Tool functionality and receive output from the AI Tool based on that input. You acknowledge and agree that you are solely responsible for your obligation to review and validate any AI Tool output for your needs and technical environment before you use such output. You agree to comply with any applicable AI Tool restrictions described in the Company Technology documentation. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, COMPANY DOES NOT REPRESENT OR WARRANT THAT THE OUTPUT FROM THE AI TOOL WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR FIT FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT YOU USE THE OUTPUT FROM THE AI TOOL AT YOUR OWN DISCRETION AND RISK.
INTELLECTUAL PROPERTY OWNERSHIP AND CONFIDENTIALITY
The Services and all derivatives shall be and remain the property of Company or third parties which have granted Company license rights and you shall have not rights or interests therein except as set forth in these Terms. Company owns all right, title, and interest in and to the Services, Content and Company Technology, and any and all other information, data (that is not Customer Data), documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Company or its affiliates in connection with the Services or that otherwise comprise or relate to the Services, and all related Intellectual Property Rights, and all similar or equivalent rights or forms of protection, in any part of the world, and are and will remain the property of Company and its affiliates, as applicable. You acknowledge that Company and/or its licensors own all right, title and interest in, and retain any Intellectual Property Rights in all Content provided through the Services and Company Data. You agree not to change or delete any copyright or proprietary notice from Company Data, content contained on or provided through the Services. You acknowledge and agree that Company (and not any third party such as a mobile app store provider) shall be solely responsible to investigate, defend, settle and discharge any third party claims that the Services infringes any United States patent right, copyright, trade secret or other intellectual property right of such third party. You agree to notify us immediately in writing of such claim and to cooperate as necessary in the defense and settlement of such claim.
Suggestions. You agree that Company shall own all right, title, and interest to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you to Company or its affiliates relating to the Services, Company Technology or Content.
Customer Name. Company and its Affiliates may use your name and logo to identify you as a customer of Company on Company’s or its Affiliates’ websites and in any of Company’s or its Affiliates’ marketing materials.
De-identification; Aggregation. You acknowledge and agree that Company may de-identify Customer Data, and aggregate de-identified and/or anonymized versions of Customer Data with similar data from other Company customers and third parties to derive statistical, performance or other information related to the Services and to further develop the Services (“Analytics”). Once de-identified or aggregated, such data is no longer Customer Data and Company and its affiliates may use such aggregated, de-identified, or anonymized Analytics for any purpose it chooses, including for marketing purposes or as data for sale. As between the parties and subject to the foregoing, Company and its applicable affiliates retain all rights, title and interest in and to the Analytics.
No Sale. The Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Company Technology, or the Intellectual Property Rights owned by Company or any of its affiliates. The TeamSupport and SnapEngage names, the TeamSupport and SnapEngage logos, and the product names associated with the Services are trademarks of Company, its affiliates, or their respective licensors, and no right or license is granted to you to use them.
Proprietary. In connection with your access and use of the Services (including any Trial License), you acknowledge and agree that the Services is and contains Content, as well as other non-public information proprietary to Company (“Confidential Information”) and you agree not to access or use any Confidential Information other than as necessary to exercise your rights or perform your obligations under and in accordance with the Agreement, or disclose any such Confidential Information except to your employees, consultants and advisors who are legally bound to maintain the confidentiality of the Services and such related information. These restrictions will not apply to any information that (i) is publicly known at the time of its disclosure; (ii) is lawfully received from a third party not obligated to maintain it in confidence; (iii) is published or otherwise made known to the public by Company; (iv) you generated independently before receiving it, as evidenced by pre-existing records; or (v) is required to be disclosed under any law, governmental rule or regulation or a valid court order. You acknowledge and agree that any breach or violation of this provision will cause irreparable harm to Company and that damages are not an adequate remedy.
BILLING, RENEWALS AND PAYMENT OF FEES
Company charges a License Fee for the use of the Services (other than for a free Trial License during the Trial Period) in accordance with these Terms and any Order Form. You shall pay all License Fees, other fees and charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Company reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. Any fee increase shall be effective upon the License Term renewal and thereafter. All pricing terms are confidential, and you agree not to disclose them to any third party.
Payment. Company charges and requires collection of the License Fee in advance for use of the Service. Company will issue an invoice to you, such invoice is due upon receipt, for each License Term prior to the Contract Start Date and the start of any Renewal Term, as applicable, or as otherwise mutually agreed upon in writing. The License Fee for the Services are due for the entire subscription period specified in the Order Form. The License Fee for a Renewal Term will be equal to the then-current applicable License Fees plus the then-current number of total User Licenses times the then current, generally applicable license fee for the License Term, unless mutually agreed to otherwise. Fees for other services will be charged on an as-quoted basis. All License Fees and other agreed upon fees are due and payable upon the beginning of the Initial Term and each Renewal Term, as applicable, even in the event of a failure by Company to issue an invoice timely.
Credit Card Payments. For License Fees paid by credit card, Company will bill your credit card for the License Fee, along with any other fees or charges payable, at the start of the Initial Term (or annually for each year of the Initial Term as specified in the Order Form) and the start of each Renewal Term. If you elect to pay by credit card, you are responsible for providing a valid credit card number at the time you register to pay. You represent and warrant that you are an authorized user of the credit card number provided, and you agree to pay all charges resulting from your account for the Services at the fees then in effect, including any unauthorized charges incurred prior to your notice to Company of such charges. You agree that Company may pass your credit card information and personal information to our designated payment processors for their use in processing the credit card payment for the Services.
No Refund. All payment obligations are non-cancelable and all amounts paid are nonrefundable. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Invoice Information. You agree to provide Company with complete and accurate billing and contact information. This information includes your legal name (and your company name, if applicable), street address, e-mail address, and name and telephone number of an authorized billing contact and User Administrator. You agree to update this information within 30 days if the information changes at any time. If you are being charged the License Fee monthly, you will provide valid credit card information as a condition to signing up for and continuing to use the Service, and you authorize Company and its applicable affiliates, for and on behalf of Company, to bill such credit card for the License Fee. If the contact information you have provided is false or fraudulent, Company reserves the right to terminate your access to or use of the Services in addition Company’s rights to any other legal remedies.
Administrator. An authorized Administrator may add User Licenses by sending an email to Company at support@TeamSupport.com or by the submission of a Company ticket. Added User Licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or Renewal Term); (ii) the License Fee for the added licenses will be the then current, generally applicable license fee per month multiplied by the remaining months of the License Term multiplied by the number of User Licenses that are added; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month.
YOU ARE RESPONSIBLE FOR PAYING FOR ALL USER LICENSES ORDERED FOR THE ENTIRE LICENSE TERM, WHETHER OR NOT SUCH USER LICENSES ARE ACTIVELY USED. YOU MAY NOT REDUCE THE NUMBER OF USER LICENSES OTHER THAN AS DESCRIBED IN SECTION 9 OF THESE TERMS. COMPANY MAY WITHHOLD DELIVERY OF ANY OF THE SERVICES UNTIL PAYMENT IS RECEIVED FOR LICENSE FEES AND ANY OTHER FEES DUE AND PAYABLE.
Taxes. Unless otherwise stated, Company’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Company’s income. Unless Company in its discretion determines otherwise, all billings will be in U.S. dollars.
Changes. Company reserves the right at any time to charge fees, and you agree to pay such fees in accordance with these Terms, if you have requested such services under an Order Form, for access to any or all of the Site, the Service, or the Company Technology (or any part of any of the foregoing) including for services that Company may have previously offered without charge.
NON-PAYMENT AND SUSPENSION
In addition to any other rights granted to Company herein, Company reserves the right to restrict, modify, suspend, or terminate the Agreement and your access to or use of the Services if your account becomes delinquent (falls into arrears).
Interest. Delinquent invoices (accounts in arrears) are subject to interest at a rate of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less. If payment method is declined, or you fail to timely pay fees due, you agree to indemnify and hold us harmless from any costs and expenses incurred, including reasonable attorneys’ fees, in collection efforts. We also reserve the right to suspend or cancel your user account if a fee payable is not timely paid or cured. You will continue to be charged for the License Fees during any period of suspension. If you or Company initiates termination of the Agreement, you will be obligated to pay the balance due on your account computed in accordance with the PAYMENT section above. You agree that Company may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Company reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Company has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent. Company will not be responsible or liable to you or any third party as a result of exercising its right to suspend or terminate the Service.
AGREEMENT TERM, INITIAL TERM, AND LICENSE TERM
The Agreement commences on the Effective Date and is in effect until the later of (i) the end of your Trial Period; (ii) the end of your Initial Term; or (iii) the end of the last Renewal Term. The Initial Term will be as you elect in an Order Form. Upon the expiration of the Initial Term, the Agreement will automatically renew for successive Renewal Terms equal in duration to the Initial Term for the same number of User Licenses licensed in the prior term and otherwise on the same terms and conditions, unless otherwise provided in these Terms or as agreed in an Order Form. Notwithstanding the foregoing or anything else to the contrary in the Agreement, upon the expiration of a Trial Period, the Trial License is not automatically renewed and can only be renewed by the express written agreement of an authorized Company representative. Upon termination or expiration of the Agreement, you agree to promptly return all Confidential Information in your possession or control, to Company, or to destroy and certify to such destruction, of any such Confidential Information.
Termination for Convenience and Reduction in User Licenses. Either party may terminate the Agreement by notifying the other party in writing at least thirty (30) days prior to the next Renewal Term. or reduce the number of User Licenses in connection with the Services In addition, Company may terminate a Trial Period or free account at any time in its sole discretion. You agree and acknowledge that Company has no obligation to retain the Customer Data after termination, and may delete such Customer Data 30 days after the termination of the License Term.
Termination for Cause. Company may terminate the Agreement for “Cause” upon any of the following reasons: (i) any (A) breach of your payment obligations, including payment of the License Fee, (B) unauthorized use of the Company Technology or Service, or (C) other violations of the Agreement, which any of the foregoing (A) through (C) shall be deemed a material breach of the Agreement; or (ii) any of the following: (X) you are liquidated, wound up or dissolved; (Y) you are subject to a general assignment for the benefit of or compromise or arrangement with your creditors; or (Z) any proceedings are commenced regarding you under any bankruptcy, insolvency, or debtor’s relief law. In any of these cases, Company, in its sole discretion, may immediately terminate the Agreement and/or restrict, modify, suspend, or terminate your password, account, or access to or use of the Site and Services, including, without limitation, with respect to any Customer Data. Company’s right to restrict, modify, suspend, or terminate the Services does not limit any of its other rights or remedies, whether at law, in equity, under the Agreement, or otherwise.
No Retention Obligation. You agree that Company has no obligation to retain the Customer Data after termination, and may delete such Customer Data 30 days after the earlier of (a) the date of the notice of the breach of the Agreement or (b) the expiration or termination of the License Term in accordance with these Terms.
REPRESENTATIONS AND WARRANTIES; DISCLAIMERS; LIMITATIONS ON LIABILITY
Each party to the Agreement represents and warrants to the other party that: (i) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under the Agreement; (ii) the execution or other entering into of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and (iii) when executed or otherwise accepted in accordance with these Terms, the Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
Your Representations. As noted above, the use of the Services is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Services, you represent and warrant that you meet these requirements. You also represent, warrant and covenant to Company that (i) you own or otherwise have and will have the necessary rights and valid consents in and relating to the Customer Data so that, as received by Company and processed in accordance with the Agreement, Company does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, data privacy rights, or other rights of any third party or violate any applicable law; (ii) you have not falsely identified yourself nor provided any false information to gain access to or use of the Service; (iii) your billing information is correct; and (iv) if you represent a corporation or other entity, that the entity is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization.
Disclaimer of Warranties. The Services and all Content is provided to you strictly on an “as is” basis. Your use of the Services is voluntary. If you download or print any Content, you must retain all copyright and other proprietary notices contained thereon. COMPANY REGARDS ALL ACCESS AS VOLUNTARY AND AT YOUR SOLE RISK. EXCEPT AS SPECIFICALLY SET FORTH IN THESE TERMS, COMPANY, ITS AFFILIATES, AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF OR OTHERWISE WITH RESPECT TO THE SERVICES OR ANY CONTENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, COMPANY, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (iii) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (v) ERRORS OR DEFECTS WILL BE CORRECTED, OR (vi) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY, ITS AFFILIATES, AND ITS LICENSORS. COMPANY DOES NOT ENDORSE, AND MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, AND ASSUMES NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR, ANY NON-COMPANY PRODUCTS, SOFTWARE, DATA OR SERVICES INCLUDING BUT NOT LIMITED TO WIRELESS SERVICES, INTERNET BANDWIDTH AND CLOUD STORAGE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
Third Party Provider Disclaimer. IF APPLICABLE, YOU ACKNOWLEDGE AND AGREE THAT THIRD PARTY MOBILE PLATFORM STORE PROVIDERS HAVE NO OBLIGATION FOR ANY WARRANTY, EXPRESS OR IMPLIED OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICES PROVIDED UNDER THESE TERMS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT WHILE SUCH THIRD PARTY MOBILE PLATFORM STORE PROVIDERS MAY AGREE TO REFUND THE PURCHASE PRICE FOR THE SERVICES PROVIDED UNDER THESE TERMS, SUCH PROVIDERS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHALL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE SERVICES, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY UNDER THESE TERMS WILL BE SOLELY AS PERMITTED UNDER THESE TERMS.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, TREBLE, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE, BUSINESS INTERRUPTION, LITIGATION, OR OTHER PECUNIARY LOSS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You acknowledge and agree that neither Company nor its licensors, suppliers or agents are liable for any personal injury, including death, caused by your use or misuse of the Services or Content provided through the Services. If the foregoing limitations as to direct damages are not permitted in the relevant jurisdiction, Company, its licensors, suppliers and agents shall be liable only to the extent of verifiable, actual damages incurred by you directly related to the subscribed for and paid subscription to the Services, not to exceed the License Fees you actually paid for the Services in the two (2) months prior to the date of the event giving rise to such damages. Any of your claims arising in connection with your use of the Services or Content must be brought within one (1) year of the date of the event giving rise to such action occurred. Except for any claims for infringement of Intellectual Property Rights, the remedies under this Agreement (and these Terms) are exclusive and limited to those expressly provided for herein. If you are dissatisfied with the Services, your sole and exclusive remedy shall be for you to discontinue use of the Services and terminate your User account. These limitations do not apply to License Fees due and payable under the BILLING, RENEWALS AND PAYMENT OF FEES section or associated fees for late payments, interest or other collection fees under the NON-PAYMENT AND SUSPENSION section. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT AND THE SERVICES WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS OF LIABILITY.
The above limitation of liability also applies to any claims you may bring against any other party to the extent that Company would be required to indemnify that party for such claim. You agree that Company is not liable for problems caused by you or a third party, or by any act of nature. Under no circumstances will Company or any of its Affiliates be responsible or liable for any charges you incur as a result of erroneous charges against your credit card, PayPal account, Google checkout account, or any other payment method or account or as a result of your failing to cancel your account, any trial licenses, any user licenses, any order form, and/or automatic payments in a timely fashion.
USER CONTENT; COPYRIGHT AND DMCA
The Site may contain areas in which you may post or upload user-generated content, comments, video, photos, messages, other materials or items intended to be public and not confidential (collectively, “User Content”). You are solely responsible for your use of any User Content you submit. By submitting User Content:
- You understand that Company does not verify the qualifications of Users, nor does it evaluate or control in any ongoing manner exchanges between Users. Any opinions or statements expressed by a User are of those of the User alone, and are not to be attributed to Company. Company is not responsible or liable to you or any third party for the accuracy, completeness, safety, reliability, legality, applicability, or use of any User Content posted by you or any other User of the Site. You understand that you may be exposed to content that you find offensive to you, and that you use the Services at your own risk.
- You grant Company and our Affiliates and our third party service providers, and each of their and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purpose of enabling Company and our affiliates to maintain, operate, provide, or improve the Service.
- You represent and warrant that (i) you own or control all rights in and to the User Content and have the right to grant the license granted above to Company and its licensees, successors, and assigns and (ii) all of your User Content does and will comply with these Terms.
Restrictions on User Content. By submitting any User Content, you agree that you will not upload, post or otherwise transmit any User Content that (i) violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others; (ii) you know to be false, misleading or inaccurate; (iii) contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity; (iv) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd; (v) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them; (vi) advocates violent behavior; (vii) poses a reasonable threat to personal or public safety; (viii) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes; (ix) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity or other proprietary right; (x) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; or (xi) uses the name or likeness of an identifiable natural person without such person’s consent.
If you would like to report a claim of copyright infringement, please see our DMCA Policy [0]. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
THIRD-PARTY WEB SITES, SERVICES, AND CONTENT.
The Site may contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Company has no control over the contents of those sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. The inclusion of any link does not imply that Company endorses or accepts any responsibility for the content on such third-party site. In addition, links to advertising that have not been approved by Company may be embedded in third party content displayed on the Site. Company is not responsible or liable for any content, cookies, web beacons, or other technology used in connection with such advertising.
Provisions Relating to Google Services. SnapEngage Services Users log into their accounts and access their contacts through Google. Your use of Google through the SnapEngage Site or the SnapEngage Services requires your acceptance of the privacy policy and the terms and conditions of those services. SnapEngage, and not Google, is responsible for the SnapEngage Service. Google, and not Company or SnapEngage, is responsible for Google’s services. Ownership of the Google services resides with Google. Company and SnapEngage are in no way affiliated with Google.
ARBITRATION AND CLASS ACTION WAIVER
IMPORTANT NOTICE: THIS PROVISION CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER. THESE PROVISIONS AFFECT YOUR LEGAL RIGHTS; PLEASE READ CAREFULLY.
You and we agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between you and us, including but not limited to claims arising out of or relating to any aspect of the relationship between you and Company or your use of the Services or any Content, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of intellectual property right infringement claims and other injunctive relief claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all such disputes with Company as follows:
- Binding Arbitration: You and we agree to discuss in good faith any concern you may have arising out of or in connection with these Terms, including any question regarding its validity or breach hereof (a “Dispute”). If you and we cannot resolve a Dispute through good faith discussions within sixty (60) days, then, upon the written request of either you or us, such Dispute will be referred to and finally resolved by final, binding and confidential arbitration under Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Service, Inc. (JAMS) then in effect (“Rules”) which Rules are deemed to be incorporated by reference into this clause.
- The number of arbitrators shall be one, appointed in accordance with the Rules. All arbitration proceedings shall take place in a mutually agreed upon location, including without limitation an electronic meeting option. The language of the proceedings shall be English. You and we undertake as a general principle to keep confidential all awards in the arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by either you or us in the proceedings not otherwise in the public domain – save and to the extent that disclosure may be required of you or us by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority. The deliberation of the arbitrator is likewise confidential to its members, save and to the extent that disclosure of an arbitrator’s refusal to participate in the arbitration is required by the Rules. We will cover the first $250 of the arbitration costs for you. The prevailing party shall be awarded reasonable attorneys’ fees, together with any costs and expenses, to resolve the Dispute and to enforce final judgment (subject only to our coverage of the first $250 of your costs). Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
- The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
- Exception: Notwithstanding the foregoing, Company shall have the right at any time, in addition to any other remedies available to it, to seek injunctive or other equitable relief for your violation of any confidentiality obligation or infringement of our intellectual property rights, as such violation may cause immediate and irreparable harm to us for which money damages may not constitute an adequate remedy at law. Therefore, the parties agree that, in the event you breach or threaten to breach your obligations of confidentiality or our intellectual property rights, Company shall have the right to seek, in any court of competent jurisdiction, an injunction to restrain said breach or threatened breach, without posting any bond or other security or having to prove damages.
- Class Action Waiver: The parties further agree that the arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.
- 30-Day Right to Opt-Out: You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on your user account) written notice of your decision to opt out to Company at the written notice address in the Contact Us section noted below with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of the later of the Effective Date of these Terms or your first use of the Services; otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out, Company also will not be bound by these arbitration provisions.
- Changes to This Section: Company will provide thirty (30) days’ notice of any changes affecting the substance of this Arbitration and Class Action Waiver section by posting on the Company Terms of Service on our Site, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Company Site or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the 30th day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
- Survival: This Arbitration and Class Action Waiver section will survive any termination of your user account or the Services.
MISCELLANEOUS
Notice. Company may give notice by means of a general notice on the Site or Services, electronic mail to your e-mail address on record in Company’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Company’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Except as otherwise provided in the Agreement, you may give written notice to Company of your termination of the Services or a Dispute (such notice shall be deemed given when received by Company) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Company at the address in the Contact Us section below.
Contact Us. If you have any questions about these Terms of Service, please contact:
For US Citizens: support@TeamSupport.com
For EEA, UK, or Swiss Citizens: Privacy@TeamSupport.com
For written notices mail to Company at:
TeamSupport LLC
ATTN: Notices
5005 Lyndon B Johnson Freeway, Ste 850
Dallas, TX 75243
NOTICE FOR CALIFORNIA USERS: Under California Civil Code Section 1789.3, California users of our Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Modification to Terms. Company reserves the right to modify these Terms or its policies relating to the Site or Services at any time, effective upon posting of an updated version of the Terms on the Site or Service. You are responsible for regularly reviewing the Terms. Continued use of the Site or Services after any such changes shall constitute your consent to such changes.
Assignment; Change in Control. You shall not assign, sub-license, sub-contract, charge or otherwise encumber any of your rights or obligations under the Agreement without Company’s prior written consent, which consent shall not be unreasonably withheld or delayed. Company may assign the Agreement or any of its rights or obligations hereunder to any affiliate or to any entity which succeeds to all or substantially all of Company’s assets and business without your prior consent.
Governing Law. All matters arising out of or relating to the Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to the Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Texas in each case located in the City of Dallas and County of Dallas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Services of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
Local Laws and Export Control. The Site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce (including encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000), the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. As a user of this Site and Service, you acknowledge and agree that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Site or Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Company and its licensors make no representation that the Site or Services are appropriate or available for use in any location. If you use the Site or Services from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Site or Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government.
Severability; Waiver. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to enforce any provision of the Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
Independent Relationship. No joint venture, partnership, employment, or agency relationship exists between you and Company as a result of the Agreement or use of the Service.
Entire Agreement. The Agreement, any applicable Order Form, the Beta Participation Agreement, if applicable, the Early Access Program Agreement, if applicable, any prior non-disclosure agreement executed between you and Company (an “NDA”), if applicable, and any DPA, if applicable, comprises the entire agreement between you and Company with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in the Agreement. If there is any direct conflict between these Terms, an Order Form, the Early Access Program Agreement, the Beta Participation Agreement, the NDA, or the DPA, as applicable, the following order of precedence shall control: (i) the Order Form, (ii) the Beta Participation Agreement, (iii) the Early Access Program Agreement, (iv) these Terms, (v) the DPA, and (vi) the NDA. The parties to the Agreement acknowledge and agree that any issued purchase orders or similar documents, other than an Order Form that is provided to you and approved by the Company, in connection with your purchase of the User Licenses are only for your own administrative purposes and not with the intent to provide any additional contractual terms to the Agreement. Any terms listed on such purchase order or similar document will be considered null and void and are expressly deemed rejected and extraneous to the Agreement.
Survival. The provisions, which by their terms logically extend beyond termination, shall survive.
DEFINITIONS
As used in the Agreement and in any Order Forms now or hereafter associated herewith:
“Agreement” means, collectively, these Terms, any Order Forms, the Beta Participation Agreement, if applicable, the Early Access Program Agreement, if applicable, any NDA, if applicable, any other written agreement between Company and you, and any policies, procedures, rules, guidelines, standards of use, or similar materials available on the Site specifically incorporated by reference herein, as such materials, including these Terms. While these Terms may be amended or updated by Company from time to time in its sole discretion, the Terms in effect as of the Contract Start Date or the Effective Date under an Agreement will incorporate the Terms in effect at such time.
“Affiliates” means an entity which controls, is controlled, or is under common control with a party, where “control” means the ability to control the management and actions of the entity based on ownership or contract rights.
“Analytics” means any de-identified data (including Customer Data), and aggregated de-identified and/or anonymized data with similar data (e.g., from other Company customers and third parties) to derive statistical, performance or other information related to the Services and to further develop the Services.
“Beta Participation Agreement” means the agreement to govern a Services designated as a test beta version of software as identified on an Order Form and can be found here.
“Company” means TeamSupport or SnapEngage (each as defined below), whichever is the party with whom you have contracted to access or use the Services (including, without limitation, in connection with a Trial License); provided, however, that if TeamSupport is the Company and you contracted to access or use (i) both TeamSupport Services and SnapEngage Services or (ii) only SnapEngage Services, then for purposes of these Terms, the term “Company” includes both TeamSupport and SnapEngage where applicable.
“Company Data” means all data, information or material, provided, collected, developed or licensed by Company and/or its licensors for use in conjunction with the Services, including without limitation any system data, usage data or Analytics.
“Company Technology” means all of Company’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Company in providing the Service, including, without limitation, the Site and Content;
“Confidential Information” has the meaning given such term in Section 4 hereof;
“Content” means the audio and visual information or data, documents, software, products and services contained or made available to you in the course of using the Services, including, without limitation, on or through the Site;
“Contract End Date” means the date of the end of the Initial Term, as specified on the applicable Order Form;
“Contract Start Date” means the date of the start of the Initial Term, as specified on the applicable Order Form;
“Customer Data” means any and all data, information or material provided or submitted by you to Company by any means, including Personal Data, for use of the Services;
“Early Access Program Agreement” means the agreement to govern a Services designated as an early adopter test version of software as identified on an Order Form and can be found here;
“Effective Date” means the earlier of the Contract Start Date and the date you begin accessing the Site or using the Service;
“Force Majeure” means any event which prevents Company from or delays Company in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions, accidents, or other causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Company or any other party), shortages of labor or materials, failure of a utility service or transport, telecommunications network, or general internet failure, computer equipment failures, other equipment failures, act of God, war, riot, civil commotion, malicious damage, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
“Initial Term” means the contract term, beginning on the Effective Date and ending on the Contract End Date, specified on the applicable Order Form;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“License Fee” means the fee payable by you to Company for the license to use the Services as provided in the Agreement, which will be calculated for the Initial Term and each Renewal Term as the number of User Licenses for such term multiplied by the then-current price per User License for the Initial Term and any such Renewal Term, as applicable, plus the then-current fee to use the Services, if applicable.
“License Term(s)” means, (a) with respect to paid-for Services, the period(s) during which a specified number of Users are licensed to use the Services pursuant to the Order Form(s); which can be the Initial Term or any Renewal Term or (b) with respect to any Trial License, the time period for the Trial Period;
“Order Form(s)” means the Company-approved form evidencing the initial subscription for the Services and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of the Agreement;
“Personal Data” means any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity and includes information defined as “personal data,” “personal information,” and “personally identifiable information” in applicable laws pertaining to data or information privacy, security, protection, or breach notification.
“Privacy Policy” means the Privacy Policy linked on our Site and as referenced in these Terms.
“Renewal Term” means the contract term period(s) after the Initial Term, beginning on the day after the end of the Initial Term, and continuing for the term equal in duration to the Initial Term subject to Section 7 of these Terms;
“Service(s)” means the SnapEngage Services and/or TeamSupport Services identified during the ordering process, developed, operated, and maintained by Company, accessible via app, the applicable Site, or another designated web site or IP address, or ancillary online or offline products and services provided to you by Company, to which you are being granted access under the Agreement, including the applicable Company Technology, the applicable Site, and the applicable Content. Services may include (a) trial versions of the Site or Services or (b) beta or early adopter version of software for testing, which if included in an Order Form will be subject to the Beta Participation Agreement or Early Access Program Agreement, as applicable, in addition to the terms described herein;
“Site” means the TeamSupport Site and/or SnapEngage Site, as applicable, including any content, functionality, and services offered on or through the TeamSupport Site and/or SnapEngage Site, as applicable.
“SnapEngage” means SnapEngage LLC, a Colorado limited liability company and wholly owned subsidiary of TeamSupport, having a mailing address of 5005 Lyndon B Johnson Freeway, Ste. 850, Dallas, TX 75244, and, as applicable, any successor or assignee of SnapEngage and any authorized affiliate of SnapEngage with whom you contract to use or access the SnapEngage Services or who otherwise provides the SnapEngage Services under this Agreement;
“SnapEngage Service(s)” means the SnapEngage services or any other services identified during the ordering process, developed, operated, and maintained by SnapEngage, accessible via app, the SnapEngage Site, or another designated web site or IP address, or ancillary online or offline products and services provided to you by Company, to which you are being granted access under the Agreement, including the applicable Company Technology, the SnapEngage Site, and the applicable Content. SnapEngage Services may include (a) trial versions of the SnapEngage Site or SnapEngage Services or (b) beta or early adopter version of software for testing, which if included in an Order Form will be subject to the Beta Participation Agreement or Early Access Program Agreement, as applicable, in addition to the terms described herein.
“SnapEngage Site” means the website located at SnapEngage.com and any successor, replacement, or other Company-designated website through which the SnapEngage Services may be accessed or used, including any content, functionality, and services offered on or through SnapEngage.com or any such successor, replacement, or other Company-designated website.
“TeamSupport” means TeamSupport LLC, a Texas limited liability company, having its principal place of business at 5005 Lyndon B Johnson Freeway, Ste. 850, Dallas, TX 75244, and, as applicable, any successor or assignee of TeamSupport and any authorized affiliate of TeamSupport with whom you contract to use or access the TeamSupport Services or who otherwise provides the TeamSupport Services under this Agreement.
“TeamSupport Services” means the TeamSupport services or any other services identified during the ordering process, developed, operated, and maintained by TeamSupport, accessible via app, the TeamSupport Site, or another designated web site or IP address, or ancillary online or offline products and services provided to you by Company, to which you are being granted access under the Agreement, including the applicable Company Technology, the TeamSupport Site, and the applicable Content. TeamSupport Services may include (a) trial versions of the TeamSupport Site or TeamSupport Services or (b) beta or early adopter version of software for testing, which if included in an Order Form will be subject to the Beta Participation Agreement or Early Access Program Agreement, as applicable, in addition to the terms described herein;
“TeamSupport Site” collectively means the websites located at TeamSupport.com, TeamSuccess.com and/or TeamInsights.com, including any content, functionality, and services offered on or through TeamSupport.com, TeamSuccess.com, and/or TeamInsights.com;
“Trial License” means a temporary, provisional, free license granted by Company for a period determined in its sole discretion for evaluation of the Services.
“Trial Period” means the time period of the Trial License as determined by Company in its sole discretion.
“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Services, have an assigned User License or Trial License, as applicable, and have been supplied user identifications and passwords by you (or by Company at your request).
“User Administrator(s)” or “Administrator” means those Users designated by you who are authorized to create User accounts and otherwise administer your use of the Services.
“User Content” means any user-generated content, comments, video, photos, messages, other materials or items a User may post or upload on a public and non-confidential basis through our Site.
“User License” shall mean the licenses purchased by you which entitle Users to access and use the Services in accordance with the Agreement.
[0] DMCA Policy
Capitalized terms in this DMCA Policy, which are not defined herein, shall have the meaning set forth in our Terms of Service.
Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written notice (the “DMCA Notice“) must include substantially the following:
- Your physical or electronic signature.
- Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
- Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the written notice is accurate.
- A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. Our designated copyright agent to receive DMCA Notices and Counter-Notices (as further defined below) may be contacted at support@TeamSupport.com.
Counter-Notification Procedures. If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice“) by submitting written notification to our copyright agent designated below. Pursuant to the DMCA, the Counter-Notice must include substantially the following:
- Your physical or electronic signature.
- An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
- A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
- A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.