These Terms and Conditions (this “Agreement“), as it may be amended from time to time, is entered into between Teem Technologies, Inc., 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 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.
For purposes of this Agreement, you are a “Subscriber” if you hold a valid subscription to the Platform, and 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 hereby grants each User a personal, limited, nonexclusive, non- transferable (except pursuant to Section 21), non-sublicensable, revocable license to access and use the Platform during the term of Subscriber’s subscription to the Platform (as evidenced by the sales order or other communication Subscriber entered into in connection with Subscriber’s enrollment to subscribe to the Platform). 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.
Users may 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, as a User you must 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, include 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) 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; (xii) integrate or link to any open source software or freeware with the Service; (l) remove any proprietary notices, labels or marks from the Service; or (m) permit third parties to do any of the foregoing.
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. For purposes of this Agreement, (i) “Publish” means to submit, supply, transmit, upload or otherwise provide, (ii) “Site Content” means data, information or materials Published to the Site by a User under this Agreement, and (iii) “Subscriber Data” means data, information or materials Published to the Platform by a User under this Agreement.
Subscriber represents, warrants and covenants to Teem that (i) all Site Content and Subscriber Data any User provides to Teem under Subscriber’s account 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) the necessary 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.
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.
By submitting Site Content to the Site or Subscriber Data to the Platform, you automatically hereby grant Teem: (i) a royalty-free, transferable, nonexclusive, worldwide right and license to publish, reproduce, modify, create derivative works from, incorporate into other works, distribute, and otherwise exploit any such Subscriber Data solely for the purpose of providing the Platform to Subscriber and its Users for the term of such Subscriber’s subscription to the Platform, with the right to sublicense the foregoing rights to Teem’s service providers and agents for purposes of providing the Platform to Teem’s customers; and (ii) a royalty-free, perpetual, irrevocable, transferable, sub-licensable, nonexclusive, worldwide right and license, but not the obligation, to use, publish, reproduce, modify, create derivative works from, incorporate into other works, distribute, and otherwise exploit any Site Content (in whole or in part) worldwide in any form, media, or technology now known or hereafter developed.
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.
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, INC. 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.
As between you and Teem, (a) all title and intellectual property rights in and to the Service are owned exclusively by Teem, subject to the rights granted herein, and (b) Subscriber is and will remain the sole and exclusive owner of all right, title, and interest in and to all Subscriber Data and Site Content, 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.
Teem may suspend or terminate Subscriber’s access to the Service or to any features or portions thereof, or may terminate this Agreement, at any time if Subscriber violates this Agreement (including any failure to pay amounts when due), and Teem shall use reasonable efforts to provide Subscriber with notice in such event. If Teem suspends Subscriber’s access to the Service, Teem shall promptly restore Subscriber’s 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 Subscriber has not resolved the circumstances that led to the suspension, Teem may permanently remove or delete any information that Subscriber may have on ﬁle with Teem, including any Subscriber Data, Site Content or Account Credentials.
Subscriber may immediately terminate this Agreement at any time, for any reason, by providing 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 30 days of a request to do so. In such event, Subscriber shall be entitled to a pro-rata refund of fees already paid.
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.
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 and regulations of the United States and any other applicable countries’ laws and regulations. You agree to comply with such laws and regulations governing export, re-export, transfer, and use of the Service, and you shall obtain all required U.S. and local authorizations, permits, or licenses. 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.
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.
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.
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 shall be settled in accordance with the rules of the 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. Any and all proceedings to resolve claims or conﬂicts will be conducted only on an individual basis and not in a class, consolidated, or representative action, and you agree to this limitation as a condition of using the Service. If, for any reason, a claim proceeds in court rather than in arbitration, you waive any right to a jury trial.
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.
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 we provide 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]