THESE TERMS OF SERVICE ARE AN AGREEMENT BETWEEN TEAMSUPPORT LLC, A TEXAS LIMITED LIABILITY COMPANY (“TEAMSUPPORT”) AND YOU, OR, IF YOU REPRESENT AN ENTITY OR OTHER ORGANIZATION, THEN THAT ENTITY OR ORGANIZATION (IN EITHER CASE “YOU” OR “YOUR”). BY CLICKING ON THE “START MY TRIAL” BUTTON, EXECUTING A TEAMSUPPORT ORDER FORM, OR BY ACCESSING OR USING THE TEAMSUPPORT SERVICES (AS DEFINED BELOW) EITHER THROUGH A FREE TRIAL OR AS A PAID SUBSCRIBER, YOU (A) AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF THE SERVICES OFFERED BY TEAMSUPPORT AVAILABLE THROUGH TEAMSUPPORT.COM, TEAMSUCCESS.COM AND/OR TEAMINSIGHTS.COM (TOGETHER, THE “SITE”); (B) ARE NOT, NOR ARE ANY OF YOUR AFFILIATES, A COMPETITOR OF TEAMSUPPORT, (C) HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (D) 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 ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST CEASE USE OF THIS SITE, CANCEL THE ORDERING PROCESS, AND MAY NOT USE THE SERVICE, EVEN FOR THE TRIAL PERIOD (IF ANY). Capitalized terms used in this Agreement have the meanings ascribed to them in the Definitions section at the end of this Agreement.
TeamSupport hereby grants you a non-exclusive, non-sublicensable, non-transferable, limited worldwide right for your authorized Users to access and use the Service during the License Term, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by TeamSupport and its licensors.
You acknowledge and agree that the Services are provided under the license described in this Agreement and are not being sold, assigned or transferred to you. You do not acquire any ownership interest in the Services, the Content or the TeamSupport Technology under this Agreement, or any other rights thereto other than to access and use the Services in accordance with the license granted herein, and subject to all terms, conditions and restrictions set forth in this Agreement. TeamSupport shall retain all right, title and interest in and to the Services, the Content and the TeamSupport Technology, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except those rights expressly granted to you in this Agreement.
You may not access or use the Service if you are a competitor of TeamSupport, except with TeamSupport’s prior written consent. In addition, you may not access the Service for purposes of monitoring the availability, performance or functionality of the Service, or for any other benchmarking or competitive purposes.
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 TeamSupport Technology in any way; (ii) modify or make adaptations or derivative works based upon the Service, Content or TeamSupport Technology; (iii) remove, alter or obscure any proprietary notice or identification, including copyright or trademark notices, contained in or on the Service, Content or TeamSupport Technology; or (iv) reverse engineer, reverse compile, disassemble or access the Service or TeamSupport Technology in order to (a) derive, or attempt to derive, the source code of the Service or TeamSupport 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 Service. User 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.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or TeamSupport’s related systems or networks.
TeamSupport reserves the right, in its sole discretion, to make any changes to the Service that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Service; (ii) the competitive strength of or market for the Service; or (iii) the Service’ cost efficiency or performance; or (b) to comply with applicable laws.
In the event that you elected to receive a limited trial of any Service, your trial usage is subject to this Agreement for the Trial Period. You further acknowledge and agree that during the Trial Period, your usage of the Service may have limitations on volume, data access, features and other functionality.2. 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 TeamSupport immediately in writing of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) notify TeamSupport 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 TeamSupport user or provide false identity information to gain access to or use the Service.
You agree that you have and will retain sole responsibility for: (a) all Customer Data; (b) all information, instructions and materials provided by or on behalf of you in connection with the Services; and (c) the security and use of your access credentials.
You agree that each User shall keep a secure password for the use of the Services, and that such password shall be changed no less frequently than quarterly and that each User shall keep all passwords confidential.
You agree to provide TeamSupport with (i) all necessary cooperation in relation to this Agreement; and (ii) all necessary access to such information as may be required by TeamSupport in order to render the Services, including but not limited to Customer Data, security access information and configuration services.
You agree to obtain and shall maintain all necessary licenses, consents, and permissions necessary for TeamSupport, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services.
You agree to ensure that your network and systems comply with the relevant specifications provided by TeamSupport 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 TeamSupport’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.3. Account Information and Data
TeamSupport does not own any data, information or material that you submit to the Service. You, not TeamSupport, 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 TeamSupport shall not be responsible or liable for the deletion, correction, destruction, corruption, damage, loss or failure to store any Customer Data. TeamSupport reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination of this Agreement, your right to access or use Customer Data immediately ceases, you will discontinue use and irrevocably erase any Content in your possession (including any archival or other copies of the Content), and TeamSupport shall have no obligation to maintain or forward any Customer Data.4. Intellectual Property Ownership and Confidentiality
All right, title, and interest in and to the Service, Content and TeamSupport Technology, and any and all other information, 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 TeamSupport in connection with the Service or that otherwise comprise or relate to the Service, and all related patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, are and will remain the property of TeamSupport. You agree that TeamSupport shall own all right, title, and interest to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you to TeamSupport relating to the Service. You agree that TeamSupport may evaluate your use of the Services and your Customer Data for internal purposes to improve the Services. You agree that TeamSupport may use Customer Data in an aggregated and anonymized form to derive statistical, performance or other information related to the Services (the “Analytics”). TeamSupport may use the aggregated and anonymized Analytics for any purpose it chooses, including for marketing purposes or as data for sale, provided that the Analytics do not include any data that would reveal your identification or individual Customer Data. TeamSupport retains all rights, title and interest in and to the Analytics. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the TeamSupport Technology, or the Intellectual Property Rights owned by TeamSupport. The TeamSupport name, the TeamSupport logo, and the product names associated with the Service are trademarks of TeamSupport or its licensors, and no right or license is granted to you to use them.
In connection with your access and use of the Service (including any trial license), you acknowledge and agree that the Service is and contains information proprietary to TeamSupport (“Confidential Information”) and 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 this Agreement, or disclose any such Confidential Information except to your employees, consultants and advisors who are legally bound to maintain the confidentiality of the Service and such related information. These restrictions will not apply to any information that (a) is publicly known at the time of its disclosure; (b) is lawfully received from a third party not obligated to maintain it in confidence; (c) is published or otherwise made known to the public by TeamSupport; (d) you generated independently before receiving it, as evidenced by pre-existing records; or (e) 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 TeamSupport and that damages are not an adequate remedy.5. Billing, Renewals and Payment of Fees
TeamSupport charges a License Fee for the use of the Services. 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. TeamSupport 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.
TeamSupport charges and collects in advance for use of the Service. TeamSupport will issue an invoice to you, due upon receipt, for each License Term prior to the Contract Start Date and prior to each anniversary of the Contract Start Date or as otherwise mutually agreed upon. For Agreements paid by credit card, TeamSupport will bill your credit card for the License Fee, along with any other fees or charges payable, at the start of the Initial Term and the start of each Renewal Term. The License Fee for a Renewal Term will be equal to the applicable platform fee 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 License Term even in the event of a failure by TeamSupport to issue an invoice timely.
All payment obligations are noncancelable 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.
You agree to provide TeamSupport with complete and accurate billing and contact information. This information includes your legal company name, 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 monthly, you will provide valid credit card information as a condition to signing up for and continuing to use the Service, and you authorize TeamSupport to bill such credit card for the License Fee. If the contact information you have provided is false or fraudulent, TeamSupport reserves the right to terminate your access to the Service in addition to any other legal remedies.
An authorized Administrator may add User Licenses by sending an email to TeamSupport at billing@TeamSupport.com or by the submission of a TeamSupport 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; 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 HEREIN. TEAMSUPPORT MAY WITHHOLD DELIVERY OF ANY OF THE SERVICES UNTIL PAYMENT IS RECEIVED FOR LICENSE FEES AND ANY OTHER FEES DUE AND PAYABLE.
Unless otherwise stated, TeamSupport’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 TeamSupport’s income. Unless TeamSupport in its discretion determines otherwise, all billings will be in U.S. dollars.6. Non-Payment and Suspension
In addition to any other rights granted to TeamSupport herein, TeamSupport reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User Licenses during any period of suspension. If you or TeamSupport initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with Section 6 above. You agree that TeamSupport may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
TeamSupport 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 TeamSupport 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. TeamSupport shall not incur any liability as a result of exercising its right to suspend or terminate the Service.7. Agreement Term, Initial Term, and License Term
This Agreement commences on the Effective Date and is in effect until the later of (a) the end of your Trial Period; (b) the end of your Initial Term; or (c) 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, this 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 agreed in an Order Form. Sections 4, 5, 11 through 19, 23, 24, 25 and 27 shall survive any termination or expiration of this Agreement. Upon termination or expiration of this Agreement, you agree to promptly return all Confidential Information in your possession or control, to TeamSupport, or to destroy and certify to such destruction, of any such Confidential Information.8. Termination for Convenience and Reduction in User Licenses
Either party may terminate this Agreement or reduce the number of User Licenses in connection with the Services by notifying the other party in writing at least thirty (30) business days prior to the next Renewal Term. In addition, TeamSupport may terminate a Trial Period or free account at any time in its sole discretion. You agree and acknowledge that TeamSupport 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.9. Termination for Cause
TeamSupport may terminate this Agreement for “Cause” upon any of the following reasons:
- Any breach of your payment obligations, including payment of the License Fee, unauthorized use of the TeamSupport Technology or Service, or other violations of this Agreement, which shall be deemed a material breach of this Agreement.
- Any of the following: (1) you are liquidated, wound up or dissolved; (2) you are subject to a general assignment for the benefit of or compromise or arrangement with your creditors; or (3) any proceedings are commenced regarding you under any bankruptcy, insolvency, or debtor’s relief law.
In any of these cases, TeamSupport, in its sole discretion, may immediately terminate your password, account or use of the Service. TeamSupport’s right to terminate or suspend the Service does not limit any of its other rights or remedies, whether at law, in equity, or under this Agreement.
You agree and acknowledge that TeamSupport 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 or (b) the termination of the License Term in accordance with this section.10. Data Security & Privacy
To the extent Customer Data includes personally identifiable data, you agree that you shall be deemed to be the Data Controller and that TeamSupport shall be deemed to be the Data Processor as those terms are understood under the European Economic Area (“EEA”) pursuant to the General Data Protection Regulations (or its equivalent under any successor legislation) (“GDPR”). Unless otherwise specifically agreed to by TeamSupport, Customer Data may be hosted by TeamSupport or an authorized third-party service provider in the United States, the EEA, or other locations around the world. In providing the Services, TeamSupport or other authorized service providers, shall process Customer Data, including and without limitation, any associated personally identifiable information pursuant to this Agreement within the EEA, the United States, and in other countries and territories. Under no circumstances will TeamSupport be deemed a Data Controller with respect to Customer Data under GDPR or any relevant law or regulation of any Member State as defined in GDPR.
If Personal Data originates from an end-user in the EEA and the Personal Data will subsequently be transferred to a country or territory outside of the EEA, TeamSupport will ensure, pursuant to GDPR, that such transfer will only take place if: (a) the non-EEA country in question ensures an adequate level of data protection; (b) the obligations and restrictions on the transfer of such Personal Data set forth in the GDPR are satisfied; and (c) the transfer is via the EU-U.S. or Swiss-U.S. Privacy Shield Frameworks. Upon your request and subject to any applicable personal information processing agreement, TeamSupport will further ensure that the transfer is subject to the standard contractual clauses designed to facilitate transfers of personally identifiable information from the EEA to all third countries that have been adopted by the European Commission (known as the, “Model Clauses”), which have been incorporated into the TeamSupport personal information processing agreements.
Each party represents and warrants to the other party that: (a) 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 this Agreement; (b) the execution of this Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and (c) when executed, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
TeamSupport represents and warrants to you that (a) the Site and the Services will operate in compliance with the Agreement; (b) it shall use commercially reasonable efforts consistent with prevailing industry standards for similar services to maintain the Services in a manner which minimizes errors and interruptions in the Services; (c) it has implemented reasonable processes and systems for the protection and security of Customer Data; (d) it shall perform the Services in a professional and workmanlike manner; (e) it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party; and (f) the Services will perform substantially in accordance with the online TeamSupport help documentation under normal use and circumstances.
You represent, warrant and covenant to TeamSupport that (a) you own or otherwise have and will have the necessary rights and consents in and relating to the Customer Data so that, as received by TeamSupport and processed in accordance with this Agreement, TeamSupport 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; (b) you have not falsely identified yourself nor provided any false information to gain access to the Service; (c) your billing information is correct; and (d) 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.12. Disclaimer of Warranties
EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 12, TEAMSUPPORT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. TEAMSUPPORT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. 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 TEAMSUPPORT AND ITS LICENSORS. TEAMSUPPORT DOES NOT ENDORSE, AND MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, AND ASSUME NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR, ANY NON-TEAMSUPPORT PRODUCTS, SOFTWARE, DATA OR SERVICES INCLUDING BUT NOT LIMITED TO WIRELESS SERVICES, INTERNET BANDWIDTH AND CLOUD STORAGE.13. Limitation of Liability
You shall indemnify and hold TeamSupport, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; provided that TeamSupport (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release TeamSupport of all liability and such settlement does not affect TeamSupport ‘s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
If the Service becomes or, in TeamSupport’s opinion, is likely to become, the subject of any injunction preventing its use as contemplated herein, TeamSupport may, at its option (1) obtain for you the right to continue using the Service or (2) replace or modify the Service so that they become non-infringing without substantially compromising the principal functions. If (1) and (2) are not commercially reasonably available to TeamSupport, then it may terminate this Agreement upon written notice to you and refund to you any unused prepaid License Fees, pro-rated for the remainder of the License Term. TeamSupport 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 Service, (b) any modification or combination of the Service with data, software, hardware, or systems not provided by or approved by TeamSupport, (c) any portion of the Service 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 Service after being provided modifications that would have avoided the alleged infringement. The foregoing states the sole and exclusive liability of TeamSupport, and your sole and exclusive remedy, with respect to any actual or alleged violation of intellectual property rights by the Service or any part thereof or by its use or operation
TeamSupport shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs), subject to the limitations in Section 14 of this Agreement, arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by TeamSupport of its representations or warranties; or (iii) a claim arising from breach of this Agreement by TeamSupport; provided that you (a) promptly give written notice of the claim to TeamSupport; (b) give TeamSupport sole control of the defense and settlement of the claim (provided that TeamSupport may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to TeamSupport all available information and assistance; and (d) have not compromised or settled such claim. TeamSupport shall have no indemnification obligation, and you shall indemnify TeamSupport pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).15. Force Majeure
TeamSupport shall have no liability to you under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of TeamSupport or any other party), failure of a utility service or transport, telecommunications network, or general internet failure, 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, provided that you are notified of such an event and its expected duration. TEAMSUPPORT'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. TEAMSUPPORT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.16. Additional Rights
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. TeamSupport may use your name and logo to identify you as a customer of TeamSupport on TeamSupport’s website and in any of TeamSupport’s marketing materials.17. 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, 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 acknowledges and agrees 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.
This Site may use 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
TeamSupport and its licensors make no representation that the Site or Services are appropriate or available for use in other locations. If you use the Site or Service 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.18. User Content and Copyright Policy
The Site and Services may contain areas in which you may post or upload user-generated content, comments, video, photos, messages, other materials or items (collectively, “User Content”). You are solely responsible for your use of any User Content you submit.
By submitting any User Content, you agree that you will not upload, post or otherwise transmit any User Content that (a) violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others; (b) you know to be false, misleading or inaccurate; (c) contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity or profanity; (d) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd; (e) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them; (f) advocates violent behavior; (g) poses a reasonable threat to personal or public safety; (h) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes; (i) 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; (j) 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 (l) uses the name or likeness of an identifiable natural person without such person’s consent.
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.
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.19. Notice
TeamSupport may give notice by means of a general notice on the Site or Service, electronic mail to your e-mail address on record in TeamSupport’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in TeamSupport’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 this Agreement, you may give notice to TeamSupport (such notice shall be deemed given when received by TeamSupport) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to TeamSupport at the following address: TeamSupport LLC, 8330 Lyndon B Johnson Freeway, Ste 1100, Dallas, TX 75243, addressed to the attention of: Chief Executive Officer.20. Modification to Terms
TeamSupport reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Site or Service at any time, effective upon posting of an updated version of this Agreement on the Site or Service. You are responsible for regularly reviewing this Agreement. Continued use of the Site or Service after any such changes shall constitute your consent to such changes.21. Assignment; Change in Control
You shall not assign, sub-license, sub-contract, charge or otherwise encumber any of your rights or obligations under this Agreement without TeamSupport’s prior written consent, which consent shall not be unreasonably withheld or delayed. TeamSupport may assign this Agreement or any of its rights or obligations hereunder to any affiliate or to any entity which succeeds to all or substantially all of TeamSupport’s assets and business without your prior consent.22. Governing Law
All matters arising out of or relating to this 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 this 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. Service 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.23. Class Action and Jury Trial Waivers.
YOU AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION. If a court or arbitrator determines in an action between you and TeamSupport that any part of this Class Action Waiver is unenforceable with respect to any claim, the arbitration agreement and Class Action Waiver will not apply to that claim, but they will still apply to any and all other claims that You may assert in that or any other action. Neither you, nor any other customer, can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt out requirements above. If a claim proceeds in court rather than through arbitration, you hereby waive any right to a jury trial.24. Severability; Waiver
If any provision of this 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 this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to enforce any provision of this 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.25. Relationship
No joint venture, partnership, employment, or agency relationship exists between you and TeamSupport as a result of this Agreement or use of the Service.26. Entire Agreement
This Agreement, together with any applicable Order Form, the Beta Participation Agreement, if applicable, and any prior non-disclosure agreement executed between you and TeamSupport (an “NDA”), if applicable, comprises the entire agreement between you and TeamSupport and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. If there is any direct conflict between the terms and conditions of the Order Form, this Agreement or the Beta Participation Agreement, the following order of precedence shall control: (a) the Order Form, (b) the Beta Participation Agreement, (c) this Agreement, and (d) the NDA.
The parties acknowledge and agree that any issued purchase orders or similar documents 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 this 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 this Agreement.27. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith:
“Beta Participation Agreement” means the agreement to govern a TeamSupport Service designated as a test beta version of software as identified on an Order Form and can be found here;
“Confidential Information” has the meaning given such term in Section 5 hereof;
“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;
“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 TeamSupport by any means, including personally identifiable information;
“Effective Date” means the earlier of the Contract Start Date and the date you begin accessing the Site or using the Service;
“Initial Term” means the contract term, beginning on the Contract Start 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 TeamSupport for the use of the License, which will be calculated for any License Term as the number of User Licenses multiplied by the price per User License for the License Term plus the fee to use the platform, if applicable.
“License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s). This can be the Initial Term or any renewal term;
“Order Form(s)” means the form evidencing the initial subscription for the Service 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 this 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.
“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 8 herein;
“Service(s)” means the TeamSupport Service or any other services identified during the ordering process, developed, operated, and maintained by TeamSupport, accessible via app, the Site, or another designated web site or IP address, or ancillary online or offline products and services provided to you by TeamSupport, to which you are being granted access under this Agreement, including the TeamSupport Technology and the Content. Services may include beta version of software for testing, which if included in an Order Form will be subject to the TeamSupport LLC Beta Participation Agreement in addition to the terms described herein;
“TeamSupport” means TeamSupport LLC, a Texas limited liability company, having its principal place of business at 8330 Lyndon B Johnson Freeway, Ste. 1100, Dallas, TX 75243;
“TeamSupport Technology” means all of TeamSupport’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 TeamSupport in providing the Service;
“Trial Period” means a temporary, provisional, free license granted by TeamSupport for a period determined in its sole discretion for evaluation of the Services.
“User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service, have an assigned User License, and have been supplied user identifications and passwords by you (or by TeamSupport 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 Service;
“User License” shall mean the licenses purchased by you which entitle Users to access and use the Services in accordance with this Agreement.
Modified: June 8, 2020