Teem Enterprise Platform Service Agreement

Terms & Conditions

Teem Terms & Conditions

This agreement (“Agreement”), is between Teem, Inc., with a principle place of business at224 S 200 W #100, Salt Lake City, UT 84101 (“Teem”) and you, an end user (“you”, “user” or “Subscriber”) of Teem enterprise platform services (the “Service”) as described herein. By establishing, activating, using, or paying for the Service, you acknowledge that you have read and understood these terms, you agree to the terms and conditions in this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms, and to the prices, charges, and conditions provided to you in association with your enrollment, including marketing materials and the Teem website, which are incorporated herein by reference. This Agreement governs the Service and any website, application or software used in conjunction with the Service.

Responsible Use and Conduct

Subject to the terms and conditions of this Agreement, Teem hereby grants to you a non-exclusive right to use and access the information, resources, services, software, products, and tools hosted and maintained by Teem (hereafter referred to as ‘Resources’), Subscriber agrees to use these Resources only for the purposes intended as permitted by (a) the terms of this Subscription Agreement, and (b) applicable laws, regulations and generally accepted online practices or guidelines.

Wherein, Subscriber understands that:

In order to access Teem Resources, Subscriber may be required to provide certain information about its Users ( such as identification, contact details, etc. ) as part of the registration process, or as part of Subscriber’s ability to use the Resources. End user agrees to ensure that any information user provides to Teem will be accurate, correct, and up to date.

End user is responsible for maintaining the confidentiality of any login information associated with any account the User uses to access Teem’s Resources. “User(s)” means Subscriber’s employees, Subscriber’s Authorized Users, representatives, consultants, contractors or agents who are authorized to use the Resources and have been supplied user identifications and passwords by Subscriber (or by Teem’s at Subscriber’s request).

Accessing (or attempting to access) any of Teem’s Resources by any means other than through the means Teem provides to end user, is strictly prohibited. Subscriber specifically agrees not to access (or attempt to access) any of Teem’s Resources through any automated, unethical or unconventional means.

Engaging in any activity that disrupts or interferes with Teem’s Resources, including the servers and/or networks to which our Resources are located or connected, is strictly prohibited.

Attempting to copy, duplicate, reproduce, sell, trade, or resell Teem’s Resources is strictly prohibited.

Teem may provide various open communication tools on its website, such as blog comments, blogposts, public chat, forums, message boards, newsgroups, product ratings and reviews, various social media services, etc. End user understands that generally Teem does not pre-screen or monitor the content posted by users of these various communication tools, which means that if the User chooses to use these tools to submit any type of content to Teem’s website, then it is the subscribers and the User(s) responsibility to use these tools as contemplated by this Agreement. Subscriber agrees that it will not upload, post, share, or otherwise distribute any content that:

Is illegal, threatening, defamatory, abusive, harassing, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit language;

Infringes on any trademark, patent, trade secret, copyright, or other proprietary right of any party;

Contains any type of unauthorized or unsolicited advertising;

Impersonates any person or entity, including any Teem employees or representatives.

Teem shall have the right to remove any content that, does not comply with Section 1 (Responsible Use and Conduct) , along with any content that violates any 3rd party copyrights or trademarks. Teem is not responsible for any delay or failure in removing such content. Teem agrees to provide reasonable written notice to Subscriber prior to removal of any content posted to Teem’s website and Resources.

Teem does not assume any liability for any content posted by Subscriber, the End-User or any other 3rd party users of its website. All information posted via open communication tools on Teem’s website (e.g. 3rd party company logos) provided as part of the registration process is covered by Teem’s privacy policy and will be considered personal information as defined herein. Teem agrees the personal information is considered non-public information and is Confidential Information.

Teem acknowledges that, as between the parties, end user is the owner of the Subscriber’s Content. Subscriber agrees that Teem may access subscribers Content solely for the purposes of performing Teem’s obligations under this Agreement as authorized hereunder. Subscriber shall be solely responsible for, and assumes the risk of, any problems resulting from Subscriber’s Content, legality, and appropriateness of all Subscriber’s Content. For avoidance of doubt, “Subscriber’s Content” means the data, media and content (structured and unstructured) generated, collected or recorded by Subscriber or by any User that is uploaded, stored, analyzed and made available to and through the Resources as defined herein.

Indemnification

Indemnification by Subscriber.

Subscriber agrees to indemnify and hold harmless Teem, Inc. and its affiliates, and their directors, officers, managers, employees, agents, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any use or misuse of the Resources that: (a) is inconsistent or is a breach of this Agreement (b) violates any US law, rule regulation or interpretation thereof, (c) Subscriber Content results in an action against Teem for defamation, libel, slander, or other tort claim. Teem agrees to give Subscriber: (i) prompt written notice of such claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as Subscriber may reasonably request, at Subscriber’s expense, in connection with such defense and/or settlement. In any action for which Subscriber provides defense on behalf of Teem, Teem may participate in such defense at its own expense by counsel of its choice.

Indemnification by Teem.

Teem shall defend, indemnify, and hold Subscriber and its Affiliates harmless against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any claim by a third party that any use of, or access to, the Resources by Subscriber as expressly authorized under this Agreement infringes or misappropriates, as applicable, any U.S. patent issued as of the Effective Date or any copyrights or trade secrets under applicable laws of any jurisdiction within the United States, provided that Subscriber gives Teem: (i) prompt written notice of such claim; (ii) authority to control and direct the defense and/or settlement of such claim; and (iii) such information and assistance as Teem may reasonably request, at Teem’s expense, in connection with such defense and/or settlement. In any action for which Teem provides defense on behalf of Subscriber, Subscriber may participate in such defense at its own expense by counsel of its choice.

Charges and Payments

Billing

You must provide a valid credit card number or checking account information (bank routing number plus account number) when the Service is activated. You authorize Teem to charge automatically to your credit card or bank account (ACH) any amounts payable by you in connection with your use of the Service. Your right to use the Service is subject to any limits established by your credit card issuer. Your charges and credits issued will appear on an online billing statement that you may access from the Teem website. You give Teem permission to obtain authorization for use of your credit card from your card issuer. If the card expires, you close your account, your billing address changes, or the card is cancelled and replaced owing to loss or theft, you must advise Teem at once. If you enroll in ACH billing, and you close or change or bank account, you must advise Teem at once. Your initial use of the Service authorizes Teem to charge the credit card and/or bank account number on file with Teem, updated by any changed information related to card expiration, replacement, or substitution. This authorization remains valid until 30 days after Teem receives your notice to terminate our authority to charge your card, whereupon we will charge you for any outstanding charges and terminate the Service. Teem bills all charges and applicable taxes and fees monthly in advance (except for usage-based charges, which will be billed monthly in arrears, plus any other charges which Teem chooses to bill in arrears) to your designated payment method. Teem is not responsible for any overdraft or other charges imposed by your card issuer or bank due to insufficient funds in your account. Teem reserves the right to bill at more frequent intervals if the outstanding amount due at any time exceeds $50. All charges will be billed according to the rates and terms set forth in published materials and found on the Teem website. Notwithstanding the foregoing, if you are purchasing the Service through a third party, any such third party billing terms apply to your purchase of the Service.

Teem Annual Service Plans

The annual service fees associated with the optional Teem Annual Service Plans represent payment for twelve consecutive months of Service commencing on the Activation Date. You will be responsible for any additional charges for services or usage not covered by the plan, billed on a monthly basis. If you cancel the Service prior to the end of the annual period, you will not receive a refund or credit for the unused portion of your billing period. At the conclusion of the annual period, your Service will automatically renew for a subsequent twelve-month period at the then-current renewal price for the selected Teem Annual Service plan, unless you choose to switch to an alternate pricing plan or cancel Service prior to the anniversary of the Activation Date.

Price and Price Changes

Prices and charges relating to the Service are posted on the Teem website. We may change the prices and charges for the Service from time to time. We may decrease prices without providing advance notice. Increases to the prices or charges for the Service are effective no sooner than seven days (1) after posted on the Teem website or (2) you are otherwise notified of the changes, including being sent an electronic notification to the email address registered on your account.

Failure to Pay

We may suspend, restrict, or cancel the Service and this Agreement if you do not make payments for current or prior bills by the required due date. Service cancellation will result in your loss of the conference identification numbers associated with the Service.

Invalid Payment Method

If we determine, in our sole discretion, that the payment method(s) registered on your account is no longer valid (such as the passing of an expiration date associated with a credit card or a failed payment transaction against that card, for any reason), we may suspend or restrict the Service until you provide a valid payment method.

Taxes

You are responsible for, and must pay, any applicable federal, state, local, or other governmental sales, use, excise, public utility, or other taxes, Universal Service Fund fees, and charges now in force or enacted in the future, that arise from or as a result of your subscription or use or payment for the Service. These amounts are in addition to payment for the Service and will be billed to your credit or debit card as set forth in this Agreement. If you are exempt from payment of such charges, you must provide documentation satisfactory to us that you are exempt. Tax exemption will only apply from and after the date Teem receives and verifies this documentation. Taxes and other applicable fees will be in the amounts specified by federal, state, and local authorities.

Service Interruption

You acknowledge and agree that credit allowances for interruption of the Service will not be provided.

Billing Disputes

You must notify Teem within seven days after receiving your credit or debit card statement if you dispute any Teem charges on that statement or such dispute will be deemed waived.

Privacy

Privacy is very important to Teem, a separate Privacy Policy is used in order to explain in detail how Teem collects, manages, processes, secures, and stores Subscriber’s information and Subscriber Content. The Privacy Policy can be found here and herein incorporated into the Agreement for reference as Exhibit A.

Limitation of Warranties

Teem hereby warrants that Teem’s Resources, as defined herein, will conform in all material respects to the specifications within the Documentation as provided to Subscriber during the term of this Agreement. In the event the Resources fail to so perform at any time during the term of this Agreement, Teem will fix or replace the affected Resource within ten (10) business days, free of charge to Subscriber, provided Subscriber promptly notifies Teem of such non-conformity

Subscriber understands and agree that: any content downloaded or otherwise obtained through the use of our Resources is done at its own discretion and risk, and that Subscriber is solely responsible for any damage to its computer or other devices for any loss of data that may result from the download of such content. No information or advice, whether expressed, implied, oral or written, obtained by Subscriber from Teem, Inc. or through any Resources Teem provides shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in this User Agreement.

Limitation of Liability

Except for the parties indemnification obligations as outlined under Section 2, neither party’s liability to the other party arising out of or related to this agreement will exceed the total amount Subscriber paid to Teem under this Agreement. Neither party will be liable for any direct, indirect, incidental, consequential or exemplary loss or damages regardless of the form of action, whether in an agreement, tort, which may be as a result of using Teem’s Resources, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.

Copyrights/Trademarks

All content and materials available on Teem, including but not limited to text, graphics, website name, code, images and logos are the intellectual property of Teem, Inc., and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site is strictly prohibited, unless specifically authorized by Teem, Inc.

Termination of Use

Subscriber agrees that Teem may, suspend or terminate Subscriber access to all or part of our website and Resources if Subscriber is in material breach of this User Agreement, provided that Teem gives reasonable written notice to Subscriber. Any illegal, fraudulent or abusive activity may be grounds for terminating of this Agreement. Upon suspension or termination, Subscriber’s right to use the Resources Teem provide will immediately cease, and Teem reserves the right to remove or delete any information that Subscriber may have on file with Teem, including any account or login information after 30 days of prior written notice to Subscriber. Subscriber may immediately terminate this Agreement at any time, for any reason, or no reason, by providing thirty (30) days prior written notice to Teem if its intent to terminate this Agreement.

Confidential Information

Each party agrees to hold Confidential Information in confidence and to not use or disclose it to a third party for a period of three (3) years from the date of initial disclosure of Confidential Information. The receiving party shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care (including reasonable security measures), to prevent the unauthorized use, dissemination or publication of Confidential Information as the receiving party uses to protect its own confidential information of like nature. If either party authorizes the other to make copies of Confidential Information, the other party’s proprietary rights notices shall be reproduced in the same manner as the original Confidential Information. The receiving party may disclose the Confidential Information to its employees, agents, financial advisers and independent contractors with a need-to-know, only as necessary to fulfill the Services and provided such parties have executed a written nondisclosure agreement substantially as protective of Confidential Information as this Agreement. The receiving party shall remain liable to the disclosing party for unauthorized use of Confidential Information. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of the disclosing party’s Confidential Information, and shall cooperate with the disclosing party in every reasonable way to help the disclosing party regain possession of such Confidential Information and to prevent its further unauthorized use.

Governing Law

This website is controlled by Teem, Inc. from our offices located in the state of UT, USA. It can be accessed by most countries around the world. As each country has laws that may differ from those of UT, by accessing our website, Subscriber agrees that the statutes and laws of the State of Utah, without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this website and the purchase of any products or services through this site. Furthermore, any action to enforce this User Agreement shall be brought in the federal or state courts located in the State of Utah. Subscriber hereby agrees to personal jurisdiction by such courts, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Guarantee

UNLESS OTHERWISE EXPRESSED, TEEM, Inc. EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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