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Teem Technologies LLC

 

Terms and Conditions

These Terms and Conditions (this “Agreement“), as it may be amended from time to time, is entered into between Teem Technologies LLC, with a principal place of business at 224 S 200 W #100, Salt Lake City, UT 84101 (“Teem,” “we,” “our,” or “us”) and you (“you” and “your”) with respect to your use of www.teem.com (the “Site”) and Teem’s platform services, whether accessed via an Internet browser, smartphone, tablet, or other device (the “Platform”), and, together with the Site, individually or collectively, as the case may be and the context requires, the “Service”.

 

THIS AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH TEEM THROUGH FINAL AND BINDING ARBITRATION, EXCEPT AS OTHERWISE SET FORTH HEREIN. ANY ARBITRATION UNDER THIS AGREEMENT MUST TAKE PLACE ON AN INDIVIDUAL BASIS.

 

By paying for a Platform subscription, or by accessing or using the Service, in whole or part, you: (a) represent and warrant that you have the proper legal authority to enter into this Agreement; (b) acknowledge that you have read this Agreement in its entirety; and (c) agree to be bound by all of the terms of this Agreement, and to the prices and conditions provided to you in association with your enrollment to use the Platform. If you do not intend to be legally bound by this Agreement, do not access or use any of the Services. Teem reserves the right to make future changes to this Agreement, the limitations of liability, and any of the Services at any time without notice or liability.

 

 

1. Access to the Service

For purposes of this Agreement: (a) you are a “Subscriber” if you hold a valid subscription to the Platform; and (b) you are a “User” if you are an employee, representative, consultant, contractor, or agent of a Subscriber and you have been supplied a user identification and password (“Account Credentials”) by a Subscriber (or by Teem at a Subscriber’s request). Subject to the terms and conditions of this Agreement, Teem will make the Platform available to Users during the term of Subscriber’s subscription to the Platform (the “Subscription Term”) (as evidenced by the sales order or other communication Subscriber entered into in connection with Subscriber’s enrollment to subscribe to the Platform) for Subscriber’s internal business purposes only. Users may access the Platform (i) solely in object code form, and (ii) solely via a device that meets the minimum technical requirements necessary to run the Platform (as determined by Teem). Subscriber must ensure its Users’ compliance with this Agreement, and Subscriber shall be responsible and liable for any User’s non-compliance with this Agreement.

 

 

2.   Responsible Use and Conduct

Subscriber and Users shall only use the Service for its intended purpose, as permitted by this Agreement, and only in accordance with any applicable federal, state, or local laws, codes, rules, regulations, or orders of any governmental authority (“Law”). Without limiting the immediately preceding sentence, you shall not and, if you are a Subscriber, shall ensure Users do not: (a) share your Account Credentials for the Platform with any other individual or allow any third party to access or use the Platform under your Account Credentials; (b) sell, resell, license, sublicense, distribute, rent or lease the Service, including as a service bureau or outsourcing offering; (c) use the Service to store or transmit (i) infringing, libelous, or otherwise unlawful or tortious material, (ii) material in violation of third-party privacy or other rights, or (iii) code, files, scripts, agents, or programs intended to do harm (including, for example, viruses, Trojan horses, worms, time bombs, cancel bots) or other computer programming routines or code that may damage or detrimentally interfere with the Service or any data or personal information maintained on or in connection with the Service (“Harmful Code”); (d) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein; (e) attempt to gain unauthorized access to the Service or its related systems or networks (including in a manner intended to circumvent a contractual usage limit); (f) copy the Service or any part, feature, function or user interface thereof; (g) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Service; (h) frame or mirror any part of the Service; (i) access the Service in order to build a competitive product or service, or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (j) “harvest” or collect information from the Service (including information about other users of the Service or offerings, products or services available on the Service) using an automated software tool or manually on a mass basis; (k) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Service or any component thereof, except to the extent such restriction is permitted by applicable Law; (l) integrate or link to any open source software or freeware with the Service; (m) remove any proprietary notices, labels or marks from the Service; or (n) permit third parties to do any of the foregoing or to access or use the Service in a way that circumvents the terms and restrictions of this Agreement.

 

 

3.   Site Content and Subscriber Data

  1. Published Data. For purposes of this Agreement, (a) “Publish” means to submit, supply, transmit, upload or otherwise provide, (b) “Site Content” means data, information or materials you Publish to the Site or otherwise provide to Teem, and (c) “Subscriber Data” means data, information or materials you Publish to the Platform or otherwise provide to Teem. Teem may provide you with various open communication tools on its Site, including blog comments, forums, message boards, product ratings and reviews, and various social media services. Subscriber represents, warrants and covenants to Teem that (i) all Site Content and Subscriber Data will be accurate, correct, and up to date; (ii) Subscriber owns or otherwise has (and prior to Teem’s receipt of Subscriber Data or Site Content, as applicable, will have) all the rights and consents in and relating to the Subscriber Data or Site Content, as applicable; and (iii) no User under Subscriber’s account will Publish on the Service any Subscriber Data or Site Content that is infringing, illegal, libelous, defamatory, obscene, abusive, fraudulent, deceptive, discriminatory, threatening, or an invasion of privacy; that contains unauthorized advertisements or solicitations to purchase or sell goods or services; or that impersonates any person or entity, including any Teem employee or representative. Subscriber shall be solely responsible for, and assumes the risk of, any problems resulting from Subscriber Data or Site Content submitted by any User under Subscriber’s account. 
  2. Monitoring. Teem does not have, and does not undertake, any obligation to prescreen, monitor, edit, or remove any Site Content Published on or through the Site by any User. However, Teem retains the right (but not the obligation), in its sole discretion and for any reason, to prescreen, monitor, edit, remove, or move Site Content posted on or through the Site.
  3. License to Subscriber Content and Subscriber Data. By submitting Site Content to the Site or Subscriber Data to the Platform, you automatically hereby grant Teem a royalty-free, transferable, nonexclusive, sublicensable, perpetual, irrevocable, worldwide right and license to host, use, copy, transmit, access, read, store, display, publish, reproduce, modify, create derivative works from, incorporate into other works, distribute, and otherwise exploit, any such Subscriber Data or Site Content, in whole or in part, and in any form, media or technology now known or hereafter developed.
  4. eDocuments. Site Content and Subscriber Data does not include any document or text, such as a contract, disclosure, or notice that you Publish to the Platform (“eDocuments”). Teem may provide you with the ability to upload such eDocuments to the Platform. Nothing in this Agreement may be construed to make Teem a party to any eDocument processed through the Platform, and Teem makes no representation or warranty regarding the transactions sought to be effected by any eDocument. Subscriber has exclusive control over and responsibility for the content, quality, and format of any eDocument. Teem is not responsible for: (a) determining whether any particular eDocument is (i) subject to an exception to applicable electronic signature laws, (ii) subject to any particular agency promulgations, or (iii) whether it can be legally formed by electronic signatures; (b) determining how long any eDocuments are required to be retained or stored under any applicable Laws; or (c) providing Subscriber’s eDocuments to third parties. Subscriber shall be solely responsible for, and assumes the risk of, any problems resulting from eDocuments submitted under Subscriber’s account to the Platform. 

 

 

4.   Modification of Service

Teem may, in its sole discretion, change, modify, add, or remove portions, features or functions from the Service, or suspend the Service or any portion thereof, without notice or liability to you or to any third party (except that, in the event of a scheduled suspension of the Service, Teem will use reasonable efforts to provide you with actual notice – rather than merely constructive notice – as soon as commercially practicable under the circumstances). You agree that Teem shall not be liable to you for any modification, or suspension of the Service or any features or functions thereof.

 

 

5.   Indemnification

  1. By Subscriber. Subscriber agrees to indemnify, defend and hold harmless Teem and its affiliates, and it and their directors, officers, managers, employees, agents, and licensors (“Representatives”), from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees (collectively, “Losses”), incurred from any third-party actions, claims or proceedings to the extent arising out of: (i) your breach of this Agreement or violation of Law; (ii) an allegation that any Subscriber Data, Subscriber Content, or eDocuments, or the use thereof in connection with the Service and/or other subject matter of this Agreement, infringes, misappropriates, or otherwise violates a third party’s intellectual property rights or violates applicable Law; or (iii) an action against Teem for defamation, libel, slander, or other tort claim based on Site Content, Subscriber Data, or eDocuments you Publish to the Service, in whole or part.
  2. By Teem. Teem agrees to indemnify, defend and hold harmless Subscriber and its affiliates, and its and their Representatives, from and against all Losses incurred from any third-party actions, claims or proceedings to the extent arising out of any claim that any use of, or access to, the Platform by Subscriber, as expressly authorized under this Agreement, infringes or misappropriates, as applicable, any U.S. patent issued as of the date you enter into this Agreement or any copyrights or trade secrets under applicable Law.
  3. Indemnification Procedure. A party seeking indemnification hereunder (the “Indemnified Party”) shall give the other party (the “Indemnifying Party”) (i) written notice within five (5) days of receiving notice of such claim (provided that the failure to do so shall not relieve the Indemnifying Party of its obligations hereunder except to the extent it is materially prejudiced by such failure); (ii) sole authority to control and direct the defense and/or settlement of such claim provided that the Indemnifying Party shall not agree to any settlement or compromise that results in any admission on the part of the Indemnified Party, or imposes any obligation or liability on the Indemnified Party, without the Indemnified Party’s prior written consent; and (iii) such information and assistance as the Indemnifying Party may reasonably request, at the Indemnifying Party’s expense, in connection with such defense and/or settlement. In any action for which the Indemnifying Party provides defense on behalf of the Indemnified Party, the Indemnified Party may participate in such defense at its own expense by counsel of its choice.
  4. Corrective Actions. If Teem receives information about a claim alleging the Service violates, misappropriates or infringes a third party’s intellectual property, then Teem may, in Teem’s sole discretion and at no cost to you: (a) modify the affected Service so that it no longer violates, infringes or misappropriates such third party’s intellectual property; (b) obtain a license for your continued use of the affected Service in accordance with this Agreement; or (c) terminate your access to the Site and your subscription to the Platform. If Teem terminates your subscription to the Platform, it will provide notice and refund any prepaid fees covering the remainder of the Subscription Term.

 

 

6.   Charges and Payments

  1. Billing. Teem bills all charges and applicable taxes and fees annually in advance. To activate Subscriber’s subscription to the Platform, Subscriber must provide an executed sales order. Subscriber will timely pay all fees associated with its subscription to the Platform as set forth in the Sales Order. Subscriber will also be required to complete an onboarding form, where billing details and payment method shall be specified. Teem accepts payments via credit card, wire/ACH, and check. Teem’s standard payment terms are 30 days from date of invoice.
  2. Payment by Credit Card. If payment for a Platform subscription is by credit card, Subscriber authorizes Teem to charge automatically any amounts payable by Subscriber in connection with Subscriber’s and its Users’ use of the Platform. Subscriber’s and its Users’ right to use the Platform is subject to any limits established by Subscriber’s payment card issuer or other applicable financial institution. This authorization remains valid until 30 days after Subscriber’s subscription to the Platform concludes, whereupon Teem will charge Subscriber for any outstanding charges Subscriber has incurred and terminate Subscriber’s and it’s User’s access to and use of the Platform. Subscriber grants Teem permission to obtain authorization for use of Subscriber’s payment card from Subscriber’s payment card issuer. If Subscriber provides a payment card and Subscriber’s payment card expires, Subscriber closes Subscriber’s payment card account, Subscriber’s billing address changes, or Subscriber’s payment card is cancelled and replaced due to loss or theft, Subscriber must notify Teem at once.
  3. Annual Subscription Plans. The annual subscription fees for the Platform represent payment for twelve (12) consecutive months commencing on the date Subscriber first activates the Platform subscription (“Subscription Start Date”). If Subscriber cancels its Platform subscription prior to the end of the annual period, Subscriber will not receive a refund or credit for the unused portion of Subscriber’s subscription period. Except as explicitly provided herein, all fees paid to Teem are non-refundable. At the conclusion of the annual period, Subscriber’s subscription will automatically renew for a subsequent twelve (12) month period at the then-current renewal price for the selected subscription, unless Subscriber chooses to switch to an alternate pricing plan or cancels its subscription to the Platform prior to the anniversary of the Subscription Start Date by providing Teem with written notice thirty (30) days prior to the end of the annual period. If Subscriber elects credit card as their payment method during the initial subscription, the credit card on file will be charged at the time of the automatic annual renewal.
  4. Price and Price Changes. Prices and charges relating to the Platform are posted on the Site. Teem may change the prices and charges for the Platform from time to time. We may decrease prices without providing advance notice. Increases to the prices or charges for the Platform are effective no sooner than Subscriber is notified of the increases, including being sent an electronic notification to the email address registered on Subscriber’s account. Any price changes for Platform subscriptions will only take effect upon Subscriber’s renewal of its subscription to the Platform.
  5. Failure to Pay. If payment is not received within the required time period, or if we are unable to renew Subscriber’s plan based on inaccurate or outdated payment method information, we may suspend Subscriber’s and its Users’ ability to access the Platform until payment is received, in which event no additional time will be added to the then-applicable Subscription Term.
  6. Taxes. The subscription fees are exclusive of taxes. Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on Teem’s income, and when processing Subscriber’s payment, we may include a separate charge for such amounts. We will remit taxes collected, if any, to the appropriate taxing authority.
  7. Billing Disputes. Subscriber must notify Teem within seven (7) days after receiving its credit card statement or invoice, as applicable, if Subscriber disputes any Teem charges or any such dispute will be deemed waived.

 

 

7.  Privacy

  1. Privacy Policy. Privacy is very important to Teem. Teem’s Privacy Policy can be found at https://teem.com/privacy/ (the “Privacy Policy”) and explains in detail how Teem collects, manages, processes, secures, and stores your information, Subscriber Data and Site Content.
  2. Notices and Consents. Subscribers shall provide legally adequate notice to, and obtain any necessary rights or consents required by applicable Laws relating to data protection from Users and other individuals in relation to Teem’s processing (including collection, recording, storage, use, disclosure, dissemination, combination, and deletion) of data that relates to an identified or identifiable natural person (“Personal Data”) in accordance with the Privacy Policy.
  3. Security. Subscriber is solely responsible for securing the systems and devices it and its Users use to access the Platform, and backing up Personal Data as appropriate.

 

 

8.  Warranties; Disclaimer

  1. Teem Warranties. Teem represents and warrants to you that it will exercise its commercially reasonable efforts to ensure that the Platform will conform in all material respects to the specifications set forth in the user documentation and other related materials pertaining to the Platform as provided in writing to you by Teem. In the event the Platform fails to so perform at any time while you have an active subscription to the Platform and you so notify Teem, Teem will fix or replace the Platform or non-conforming portion thereof free of charge (“Support Services”). For the avoidance of doubt, Support Services do not include (i) visits to Subscriber’s facilities; (ii) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Platform; and (iii) any work with any third-party equipment, software, or services. The foregoing is Subscriber’s sole remedy, and Teem’s sole responsibility, with respect to the breach of the foregoing warranty.
  2. Service Interruptions. Teem will employ reasonable measures to provide you with access to the Service. However, there will be occasions when the Service will be interrupted for maintenance, upgrades, emergency repairs, or due to the failure of telecommunications links or equipment or other circumstances that are beyond Teem’s control. Teem will take reasonable steps when possible to minimize such disruptions within Teem’s control. You acknowledge and agree that credit allowances or reimbursements of any kind for interruption of the Service will not be provided.
  3. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE AND PLATFORM ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND TEEM HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. NEITHER TEEM, NOR ANY PERSON ASSOCIATED WITH TEEM, MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE; THAT THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE IS FREE OF HARMFUL CODE; THAT THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS; OR REGARDING ANY HARDWARE OR EQUIPMENT THAT MAY BE REQUIRED TO USE THE SERVICE, INCLUDING ANY THIRD-PARTY HOSTING PROVIDER; OR WITH RESPECT TO THE PRODUCTS AND SERVICES SOLD BY BUSINESSES LISTED ON THE SITE OTHER THAN TEEM.

 

 

9.  Limitation of Liability

NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT, OF OR RELATED TO, THIS AGREEMENT WILL EXCEED THE TOTAL AMOUNT YOU PAID TO TEEM DURING THE LAST 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE UNDER THIS AGREEMENT, AND NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OR DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER BY CONTRACT OR TORT, WHICH MAY BE AS A RESULT OF USING THE SERVICE, OR AS A RESULT OF ANY CHANGES, DATA LOSS OR CORRUPTION, CANCELLATION, LOSS OF ACCESS, OR DOWNTIME TO THE FULL EXTENT THAT APPLICABLE LAW APPLIES. AS USED IN THIS AGREEMENT, “TEEM” MEANS ONLY TEEM TECHNOLOGIES LLC NO TEEM AFFILIATES SHALL HAVE ANY LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT. IF TEEM DEFAULTS IN THE PERFORMANCE OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, SUBSCRIBER SHALL LOOK SOLELY TO TEEM’S ASSETS, AND NOT TO THE ASSETS, INTEREST, OR RIGHTS OF ANY AFFILIATE OF TEEM FOR SATISFACTION OF SUBSCRIBER’S REMEDIES.

 

 

10.  Ownership

Subject to the rights granted herein, (a) Teem is and will remain the sole and exclusive owner of all right, title, and interest in and to the Services, including any modifications and improvements thereto or derivatives thereof, and including all intellectual property rights therein and thereto; (b) Subscriber is and will remain the sole and exclusive owner of all right, title, and interest in and to all Subscriber Data, Site Content, and eDocuments, including all intellectual property rights therein and thereto, subject to the licenses granted herein to Teem. You are a subscriber to the Platform; the Platform is not sold to you. No title to or ownership of the Service, or any proprietary rights related to the Service, is transferred under or by virtue of this Agreement. Teem reserves all rights in and to the Service not expressly granted to you under this Agreement. Further, this Agreement does not authorize you to use any name, trademark or logo of Teem. Subscriber shall have no obligation to give Teem any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Service.  To the extent Subscriber provides any Feedback to Teem, Subscriber agrees that Teem and its affiliates, third-party providers, licensors, and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in connection with the Service, other related technologies and/or for any other purpose, on a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual basis. Teem will not be obligated to implement any Feedback or correct any defects, bugs or errors in the Service identified in the Feedback or otherwise.

 

 

11.  Account Suspension and Termination by Teem

Teem may suspend or terminate your access to the Service or to any features or portions thereof, or may terminate this Agreement, at any time if you violate this Agreement (including any failure to pay amounts when due), and Teem shall use reasonable efforts to provide you with notice in such event. If Teem suspends your access to the Service, Teem shall promptly restore your access to and use of the Service after the event giving rise to the suspension has been resolved to Teem’s satisfaction. If 30 days pass from the date of such suspension and you have not resolved the circumstances that led to the suspension, Teem may permanently remove or delete any information that you may have on file with Teem, including any Subscriber Data, Site Content, eDocuments, or Account Credentials.

 

 

12.  Termination by Subscriber

Subscriber may immediately terminate this Agreement at any time, for any reason, by providing thirty (30) days’ prior written notice to Teem of its intent to terminate this Agreement, however in such event Subscriber shall not receive any refund of fees already paid for the then-current Subscription Term, unless such termination by Subscriber is due to Teem’s material breach of this Agreement and in the case of a breach capable of remedy, Teem fails to remedy the same within thirty (30) days of a request to do so. In such event, Subscriber shall be entitled to a pro-rata refund of fees already paid.

 

 

13.  Effect of Termination

Upon termination or expiration of this Agreement: (a) all outstanding fees (if any) shall be immediately due and payable; (b) Subscriber shall cease and shall cause all Users to cease accessing or using the Platform in any form or manner; and (c) Subscriber’s and Users’ access to the Platform will be automatically terminated, all Account Credentials will be deleted, individual accounts will be removed, and all Subscriber Data may be destroyed.  In no event will termination relieve Subscriber of Subscriber’s obligation to pay any fees payable to Teem for the period prior to the effective date of termination.

 

14.  Confidential Information

For a period of three years from disclosure, each party shall safeguard and hold in strict confidence (other than disclosure to employees, agents, financial advisers, and independent contractors on a need-to-know basis), and not use for any purpose other than in connection with this Agreement, any information disclosed by a party to the other party that is specifically designated as confidential or proprietary in writing (except to the extent such information (a) is in or enters the public domain without breach of this Agreement; (b) the receiving party was in possession of such information prior to disclosure by the other party; (c) the receiving party can demonstrate such information was developed independently; or (d) the receiving party receives such information from a third party without restriction on disclosure and without breach of a nondisclosure obligation). Notwithstanding the foregoing, the receiving party may disclose the confidential information of the disclosing party to the extent required by law or court order; or as part of its normal reporting or review procedure or for other valid business purposes to the receiving party’s advisors, lenders, investors, or similar parties.

 

 

15.  Use Outside the U.S. and Export Control Laws

  1. Export Control. Teem is based in the State of Utah in the United States. We make no claims that the Service is accessible or appropriate outside of the United States. Access to and use of the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local Laws. The Service is subject to export controls under the Laws of the United States and any other applicable countries’ Laws. You agree to comply with such Laws governing export, re-export, transfer, and use of the Service, and you shall obtain all required U.S. and local authorizations, permits, or licenses prior to exporting, re-exporting, releasing, or otherwise making the Services available outside of the U.S. You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. U.S. Government End Users.
  2. Government Use. The Service is “commercial computer software” as defined in the applicable provisions of the Federal Acquisition Regulation (the “FAR”) and supplements thereto, including the Department of Defense FAR Supplements (the “DFARS”). The Service was developed entirely at private expense and no part of the Service was first produced in the performance of a Government contract. If you are a U.S. Government agency, in accordance with FAR 12.212 and its successors or DFARS 227.7202 and its successors, as applicable, the Service is licensed to you subject to the terms of this Agreement.

 

 

16.  Governing Law

This Agreement, as well as any dispute or claim arising out of or related to this Agreement, its subject matter, or its formation (in each case, including non-contractual disputes or claims) is governed by and shall be construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on the International Sales of Goods does not apply to this Agreement.

 

 

17.  Dispute Resolution

  1. Venue. In the event of any conflict or claim arising out of or relating to any provision of this Agreement or breach thereof, the parties shall make a good faith effort to settle such conflict amicably between themselves. Any such conflict which the parties are unable to resolve between themselves shall be settled in accordance with the rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. Such arbitration proceedings shall be conducted in New York, New York. The award or decision through arbitration shall be binding upon you and Teem and may be incorporated into and thereupon enforced as an order of a court of competent jurisdiction. 
  2. Proceedings; Judgement. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. This Agreement shall be interpreted and construed in the English language, which is the language of the official text of this Agreement.

 

 

18.  Class Action Waiver

Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis.  Neither you nor Teem will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and Teem also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if Teem is a party to the proceeding.  YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST TEEM INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.

 

 

19.  Changes to Terms and Conditions

We reserve the right, in our sole discretion, to change or modify this Agreement, our Privacy Policy, or any documents, policies, or terms they incorporate by reference at any time (collectively “Teem Agreement”). Any such modified Teem Agreement will be effective immediately upon being made available to you, and your continued use of the Service thereafter, in whole or part, constitutes your affirmative acceptance of such modified Teem Agreement; provided however, any changes to the Sections entitled “Governing Law” and “Dispute Resolution” will not apply to any disputes for which Teem has actual notice on or prior to the effective date of such modification. You agree to review the Site periodically to be aware of any changes or modifications.

 

 

20.  Complete Agreement

This Agreement, our Privacy Policy and any documents, policies, or terms they incorporate by reference at any time collectively constitute the entire agreement binding you and Teem with respect to your use of the Service and supersede all prior or contemporaneous understandings, whether written or oral, regarding such subject matter. To the extent that you have entered into a software license agreement, sales order, or other written agreement fully executed and signed by an authorized representative of Teem that contains terms that directly conflict with any terms of this Agreement, then the conflicting terms set forth in such other agreement will control to the extent of such conflict.

 

 

21.  Miscellaneous

Any remedy of Teem set forth in this Agreement is in addition to any other remedy afforded to Teem under applicable Law or otherwise. Teem’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by Law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this Section, the rest of this Agreement is to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Teem’s prior written consent. Any purported assignment in violation of this Section shall be void. Teem may freely assign or otherwise transfer its rights or obligations under this Agreement. The terms and conditions of this Agreement shall apply to and be binding upon the approved successors and permitted assigns of the parties hereto. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. This Agreement does not and is not intended to confer any rights or remedies upon any person other than you and Teem and any additional parties indemnified hereunder. For all purposes of this Agreement, the words “including” and “includes” mean inclusion without limitation.

 

 

22.  Notice

For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that Teem provides to you electronically satisfy any legal requirement that such communications be in writing. All notices and demands pursuant to this Agreement must be in writing. Notices to you shall be effective upon receipt thereof and may be delivered via email to the email address you maintain in your account or by any other commercially reasonable manner to the mailing address for you on file with Teem. Notice to Teem shall be delivered only by email (Attn: Legal Counsel at [email protected]). Notices under this Agreement shall be deemed effectively given when received. Any notice given otherwise than in accordance with this Section will be deemed ineffective. All other feedback, comments, requests for technical support, or other communications relating to the Service should be directed to the Teem support team by emailing [email protected]

 

 

23.  Force Majeure

Teem shall not be liable or responsible for, nor be deemed to have defaulted under or breached this Agreement as a result of, any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any act or condition whatsoever beyond the reasonable control of and not occasioned by the fault or negligence of Teem, including acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strike or other labor problem (other than one involving Teem’s employees), Internet service provider failures or delays, third-party software applications, or denial of service attacks.

 

 

24.  Electronic Signatures

You and Teem agree that the electronic signatures of you and Teem, in any form or format, are intended to authenticate this writing and to have the same force and effect as manual signatures. For the purposes of this provision, “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including e-mail signatures and processes developed by electronic signature services.