Effective: May 25, 2018
TeamTools products, including directory software, web applications, mobile applications and other online products and services, will in this document be collectively called the “Service.” This document (the “Agreement”) is a contract that governs your access to the Service.
In this document, we use certain uppercase terms as shorthand to describe who or what we are talking about. The terms “TeamTools,” “IBFW Labs,” “us,” or “we” refer to IBFW Labs, Inc. We use the term “Subscriber” to be clear that this is a contract between TeamTools and a company (or other legal entity).
By signing up for the Service, signing this Agreement or a Service Order referencing this Agreement, or using the Service, you agree on behalf of Subscriber to be bound by this Agreement as of that date (the “Effective Date”) and you represent that you have the power and authority to enter into this Agreement on behalf of Subscriber. In the rest of the Agreement, when we say “you” or “your” we are referring to Subscriber.
1. Your Users
Subscriber is responsible for managing and administering user accounts for its personnel (“Users”) to access the Service, including granting and revoking access and maintaining the confidentiality of passwords. Users may only use the Service in accordance with the terms of this Agreement. You are solely responsible for any breach of this Agreement by your Users and ensuring your Users use of the Service is in compliance with all applicable laws, employment agreements or employee handbooks.
2. Your Data
Subscriber and Users may input or upload text, images, videos, files, links, works of authorship, materials, comments, status updates, location information and other User-generated content (“Content”). We do not claim ownership of the Content. By posting or sharing Content, Subscriber and Users grants to us only the limited rights that are reasonably necessary for us to provide the Service. During the Term of this Agreement you will have the ability, in a manner consistent with the functionality of the Services, to access, download, modify, and delete your Content. If you delete or remove any User, you will no longer be able to access the Content for that User. Upon termination of this Agreement, you will no longer have access to your Content, and we will permanently delete your Content from the production systems within 90 days, or sooner upon request.
3. Data Processing
This Agreement constitutes your instructions to us to Process your Content, which the parties acknowledge may contain Personal Data. We will only process your Content to provide the Services and to fulfil our obligations in this Agreement. You agree that we may transfer, store, and Process your Content in the United States and locations other than Subscriber’s country. We will inform you of any legal requirement which prevents us from complying with your instructions, unless prohibited from doing so by applicable law or on important grounds of public interest.
To the extent that TeamTools is, on behalf of Subscriber, processing Content that is subject to EU General Data Protection Regulation 2016/679 (GDPR) and any implementing laws (collectively “EU Data Protection Laws”), you represent that Processing of your Content by TeamTools is not subject to EU Data Protection Laws. Subscriber will not take any action that would cause TeamTools to violate EU Data Protection Laws.
Subscriber will obtain and maintain from its Users any consents necessary to allow Subscriber to engage in the activities described in this Agreement and to allow TeamTools to provide the Services.
We will not disclose your Content to any third party except as follows:
- To the third parties we work with to provide the Services (e.g. hosting companies); provided that such third parties (i) are subject to confidentiality terms at least as restrictive as those in this Agreement and (ii) may use the Content for the sole purpose of providing services to us and not for any other purpose or use.
- If you choose to add a third party integration to TeamTools (e.g. Google G Suite integration), TeamTools may share Content with the provider of the integration. TeamTools is not responsible for how the provider of the integration may collect and use your Content.
- As required by law or in response to a subpoena or other compulsory legal process (“Third Party Request”), provided however that (i) we will make commercially reasonable efforts to promptly notify Subscriber of our receipt of a Third Party Request, unless the law forbids such notice, and (ii) we will comply with Subscriber’s prompt and commercially reasonable requests regarding its efforts to oppose a Third Party Request.
- To protect and defend the rights or property of TeamTools or its agents, technology vendors or contractors; or act in urgent circumstances to protect the personal safety of Users of the Service or the public.
- To generate aggregated and anonymized information and usage data (“Blind Data”), which will be owned by us and which we may use for any lawful business purpose, including publicly sharing Blind Data about how the Service is used, provided that the Blind Data does not personally identify Subscriber or any User.
We maintain industry standard physical, electronic, and procedural safeguards designed to protect your Content. Our security practices are constantly evolving as security threats change, however for the Term of this Agreement our security practices will be at least as stringent as described in the TeamTools Security Practices document (the current version is available at: TeamTools Security). Despite the actions and precautions we take, no data transmissions over the internet can be guaranteed to be 100% secure. Subscriber and its Users acknowledge and agree that Content is transferred to us with all the risk associated with transferring information over the internet in general.
The Service may be temporarily unavailable for maintenance, which we schedule during off-peak hours between Saturdays 12:00am US Central Time and Sunday 12:00pm US Central Time (“Maintenance Window”), although we do not use each Maintenance Window and occasionally must schedule maintenance or perform emergency maintenance outside of the Maintenance Window. If we anticipate Service unavailability in excess of sixty (60) minutes we will use reasonable efforts to notify Subscriber at least forty-eight (48) hours in advance. Subscriber specifically acknowledges that outages and downtime may occur, however if you are not satisfied with the Service availability or performance, you may terminate this agreement at any time.
7. Free and Paid Plans
- Free Plan. We may offer certain parts of the Service at no charge or free during a trial period (“Free Plan”). Certain terms of this Agreement, including the Warranty and Indemnification sections, do not apply unless you are on a Paid Plan, as described in those sections. Subscriber agrees that all use of the Service while on a Free Plan is at Subscriber’s sole risk. TeamTools reserves the right to terminate any Free Plan at any time.
- Paid Plan. You can upgrade to increase the number of Users beyond the limits of the Free Plan or add additional paid features (converting you to a “Paid Plan”). When you do, you will be required to provide a credit card or other payment information and we will bill you on the date you convert (“Paid Plan Effective Date”) and we will continue billing you based on the billing plan you selected.
- Cancel Anytime. You can cancel the Paid Plan or downgrade to a Free Plan, if available, at any time. If you prepaid for more than one month of the Paid Plan (for example paying annually) and subsequently downgrade to the Free Plan or cancel your subscription to the Service, you may receive a prorated refund of any amounts prepaid and unused (“Prorated Refund”). To receive a refund, you must request it from TeamTools within 30 days of the downgrade or cancellation.
- 90 Day Money Back Guarantee. During the first 90 days after the Paid Plan Effective Date, if you downgrade to the Free Plan or cancel your subscription to the Service for any reason, you may receive a complete refund of the amount paid for the Paid Plan (“Money Back Guarantee”), provided however that this refund is available to Subscriber only once, the first time Subscriber downgrades to the Free Plan or cancels its subscription to the Service. To receive a refund, you must request it from TeamTools within 30 days of the downgrade or cancellation.
- Fees and Payment. The applicable pricing and payment schedule for the Service (“Fees”) are listed at TeamTools Pricing (unless you enter into a separate Service Order or other written agreement with TeamTools). We may need to change your Fees or the plan you are on during the Term of this Agreement, and if this occurs, we will provide you with sixty (60) days prior notice before any change will be effective, during which time you can choose to accept the change or terminate the Agreement. Unless we agree otherwise in a Service Order or other written agreement, all Fees are due and payable in advance (either monthly, yearly or other period depending on the selected plan), in U.S. dollars and are exclusive of applicable sales, excise, use or similar taxes. Subscriber will pay these taxes, as required by applicable law. If Subscriber does not pay Fees on time, we may (at our option and in addition to other remedies) (i) charge a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly, (ii) if unpaid for more than 10 days we may suspend Subscriber’s and its Users’ access to the Service, and (iii) if unpaid for more than 30 days we may permanently delete Subscriber’s account, its Users’ accounts and associated Content.
8. Beta Services
We may sometimes offer access to new products and features that we are still developing and testing (“Beta Services”), and when we do we’d love to hear your feedback. Beta Services will be marked “beta,” “preview,” “early access” or with a similar designation. Beta Services may not be as reliable as the Service itself, may not have been subject to the same security measures as the Service and are not guaranteed to be released into the Service. The payment, warranty and indemnification sections of this Agreement do not apply to Beta Services. TEAMTOOLS WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES — USE AT YOUR OWN RISK.
9. Term and Termination
This Agreement begins on the Effective Date and, unless we agree otherwise in a Service Order or other agreement, will continue on a month-to-month basis (“Term”) until terminated by either the Subscriber or us. Subscriber may cancel its subscription at any time within the Service or by contacting us through the help or feedback section of the Service. Cancellation will be effective at the end of the month that notice is given or at some other date as agreed upon by both parties. Subscriber may be entitled a partial or full refund, as provided by the Prorated Refund and Money Back Guarantee. Subscriber will not be entitled to any other refunds. TeamTools may terminate this Agreement by giving Subscriber 60 days notice. Subscriber’s and its Users’ right to use or access the Service will terminate automatically upon notice from us if Subscriber fails to comply with any terms of this Agreement. Upon termination of the Agreement, all rights granted to Subscriber and its Users under this Agreement will cease. The following sections will survive expiration or termination of this Agreement: 4 (Confidentiality), 7(d) (Fees and Payment), 9 (Term and Termination), 11 (Compliance with Law), 13 (Indemnification), 14 (Disclaimers and Limitations of Liability), 15 (Intellectual Property Rights), 18 (Disputes) and 19 (Miscellaneous).
10. Restrictions on Using the Service
- Subscriber and its Users may not use or exploit the Service in any unauthorized or unlawful way, including by: (i) renting, leasing, lending, selling, redistributing, reproducing or sublicensing access to the Service, (ii) copying, decompiling, reverse-engineering, disassembling, attempting to derive the source code of, modifying, or creating derivative works of the Service, or any part of the Service, (iii) allowing any other person to use Subscriber’s User accounts or providing User passwords to any other person or entity, or (iv) using the Service in any manner that threatens the security of the Service or negatively impacts the Service for other TeamTools subscribers. If the above restrictions are prohibited by applicable law or by one of our license(s), then the activities are permitted only to the extent necessary to comply with the law or licenses.
- Users may not submit any Content that is malicious, defamatory, obscene, pornographic, abusive or threatening, or that promotes illegal or immoral activities. It is important to us that Users do not use the Service to infringe the rights of others. Subscriber represent to us that, to its knowledge (i) Users have the right to share Content via the Service, and (ii) the posting and sharing of Content does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity.
- The Service is not intended for Users under the age of 16. Subscriber will ensure that it does not allow any person under 16 to use the Service. Subscriber will promptly notify TeamTools if Subscriber becomes aware of any unauthorized use of or access to the Service.
We reserve the right to terminate or suspend a User’s access to the Service or remove any of the Content from the Service, for any reason in our sole discretion, including violations of this section.
11 Compliance with Law
Each party must comply with all laws and regulations applicable to its business and in connection with its provision, or use, of the Service, as applicable. Notwithstanding the foregoing, if complying with privacy laws would materially change our costs or risks in providing the Service (including, without limitation, by requiring that any TeamTools data centers be located outside the U.S., or requiring TeamTools to operate in violation of any U.S. laws), each party will have the right to terminate this Agreement upon at least thirty (30) days prior written notice to the other party, unless the parties agree in writing to an alternative remedy. In the event of such a termination, Subscriber’s sole right and our sole obligation will be for TeamTools to promptly refund to Subscriber, any amounts that were prepaid and unused as of the termination effective date.
If Subscriber is on a Paid Plan, TeamTools provides the following warranties: (a) for the Term of Agreement the Services will perform in accordance with the then current Service descriptions and documentation provided by TeamTools, and (b) the Service will not cause any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code to be installed or introduced on Subscriber’s computer, telecommunication or other information systems. As Subscriber’s sole and exclusive remedy for a breach of the foregoing warranties, TeamTools will repair or replace the affected portion of the Service so that it conforms to the warranties. In the event TeamTools is not able to cure any breach of the warranty within fifteen (15) days of written notice thereof from Subscriber, Subscriber will at its option have the right to (i) terminate this Agreement and receive a refund of any Fees Subscriber has prepaid for the Services that it has not received as of the date of the warranty claim, (ii) continue the time TeamTools has to cure the defect, or (iii) continue to use the Service without the defect cured. The foregoing warranties do not apply to Beta Services.
- By TeamTools. If Subscriber is on a Paid Plan, TeamTools will indemnify, defend, and hold harmless Subscriber from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against Subscriber to the extent based on an allegation that TeamTools technology used to provide the Service to the Subscriber infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will TeamTools have any obligations or liability under this section arising from: (i) use of Service in a modified form or in combination with materials not provided by TeamTools or (ii) any Content provided by Subscriber, Users, or other third parties.
- By Subscriber. Subscriber will indemnify, defend, and hold harmless TeamTools from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against TeamTools and its affiliates regarding: (i) Subscriber’s or Users’ Content, including any claim that the Content infringes or misappropriates any third party intellectual property right or (ii) Subscriber’s or Users’ use of the Service in violation of this Agreement.
- Possible Infringement. If TeamTools believes the Service infringes or may be alleged to infringe a third party’s intellectual property rights, then TeamTools may: (i) obtain the right for Subscriber, at our expense, to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Service so that they no longer infringe. If TeamTools does not believe the options described in this section are commercially reasonable then TeamTools may suspend or terminate Subscriber’s use of the affected Service (with a pro-rata refund of prepaid fees for the Service).
- General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THIS SECTION 13 CONTAINS OUR AND SUBSCRIBER’S ENTIRE LIABILITY, AND SOLE AND EXCLUSIVE REMEDY, FOR ANY VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
14. Disclaimers and Limitations of Liability
This section limits our liability and the liability of our affiliates to Subscriber. Some jurisdictions do not allow disclaimers of implied warranties or limitations of liability, so this Section may not apply.
1. Disclaimer of Warranties. Except as otherwise provided in this Agreement, the Service, is provided “as is” and “as available,” without additional warranty of any kind, and we hereby disclaim all other warranties and conditions, express, implied, or statutory, including without limitation any implied warranties of non-infringement, merchantability or fitness for a particular purpose. TeamTools does not warrant that the Service will meet all of Subscriber’s requirements or that the use of the Service will be uninterrupted or error free.
2. Limitation of liability. In no event, except for TeamTools and Subscriber’s indemnity obligations and excluding grossly negligent and intentional acts, shall either party be liable to the other for any indirect, punitive, special, exemplary, incidental, or consequential damages, or for any damages for loss of data, revenue, profits, use or other economic advantage, arising out of, or in any way connected with this Agreement or any matter beyond our reasonable control, including but not limited to the use or inability to use the Service, regardless of legal theory, even if the party from which damages are being sought have been previously advised of the possibility of such damages and even if the stated remedy fails of its essential purpose. To the fullest extent permitted by law, our aggregate liability under this agreement will not exceed the lesser of $50,000 or the amount paid by Subscriber for the Service during the twelve months prior to the event giving rise to liability; or $500 if no fees have been paid by Subscriber. The provisions of this section allocate the risks under this Agreement, and both parties have relied on these limitations in determining whether to enter into this Agreement.
15. Intellectual Property Rights
We reserve all rights in and to the Service and all related intellectual property not expressly granted under this Agreement. We may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions Subscriber or Users send us or post in TeamTools user forums without any obligation to Subscriber.
16. Use of Trademarks and Logos
“TeamTools” and all associated logos displayed within the Service are our trademarks (unless otherwise noted). During the Term, either party may include the name and logo of the other party in its public lists of customers or vendors, unless either party provides written notice to the other party that it does not consent to such use. Any use of a party’s name, logo or trademarks will be in accordance with the other party’s standard trademark usage guidelines (if any). Subscriber will also reasonably consider serving as a reference for TeamTools.
We want to address your concerns without resorting to formal legal dispute resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in this Agreement. If a dispute is not resolved within 30 days of notice, Subscriber or TeamTools may bring a formal proceeding.
With the exception of seeking injunctive relief to stop unauthorized use or abuse of the Service or infringement of Intellectual Property Rights, Subscriber and TeamTools agree to resolve any claims relating to this Agreement or the Service through final and binding arbitration. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco, CA, or any other location both parties agree to in writing. The exclusive jurisdiction and venue of any action arising out of or related to this Agreement will be either the state or federal courts in San Francisco County, CA, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.
- Assignment. Neither party may transfer or assign this Agreement or any of its rights or obligations without the prior written consent of the other party; provided, however, that either party may assign this agreement without such consent in connection with a merger, sale of assets, reorganization or similar transaction.
- Changes to the Agreement. We may need to change the terms of this Agreement in the future. Any change will take effect when we notify Subscriber of the change (either through an email notice or a message delivered through the Service) and Subscriber accepts the change (via email or an electronic click-to-accept method).
- Governing Law. The laws of the State of California govern this Agreement.
- Entire Agreement. This Agreement is the entire agreement between TeamTools and Subscriber regarding the Service and supersedes and replaces any prior agreement, understanding or communication, written or oral.
- Waiver. Our failure to exercise or enforce any right will not operate as a waiver of such right.
- Severability. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
- No Agency. The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.
- Notice. Notices to Subscriber may be sent via first class, airmail, or overnight courier and are deemed given when received, and may also be sent to the individual(s) Subscriber designates as your contact(s) or administrator(s) of the Service and are deemed given when sent. Notices to TeamTools may be sent via email to firstname.lastname@example.org or by first class, airmail, or overnight courier to IBFW Labs, Inc., 700 N Valley St Suite B, PMB 72071, Anaheim, CA 92801 USA, and are deemed given when received.
- Force Majeure. Neither party will be in default for failing to perform any obligation, other than payment of monies, if the failure is caused acts of God, acts of war, terrorism, labor disputes, governmental demands or restrictions, failure of third party networking equipment, failure of the public internet or changes in the accessibility of third party websites or similar acts beyond a party’s control.
- Export Restrictions. Subscriber may not export or re-export the Service or elements of it, except as authorized by United States law and the laws of the jurisdiction in which the Service was accessed or obtained.
- Government Users. The Service and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
- Mechanics. Section titles are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law.