End User License
Agreement Teamly

Last Update: November 13, 2021

IMPORTANT – THIS IS A BINDING AGREEMENT. PLEASE CAREFULLY READ AND UNDERSTAND THIS END USER LICENSE AGREEMENT BEFORE ORDERING, ACCESSING, USING, OR DOWNLOADING THE SOFTWARE. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES THAT FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

THANK YOU FOR YOUR INTEREST IN OUR PRODUCT. THIS AGREEMENT SETS FORTH THE TERMS AND CONDITIONS THAT APPLY TO THE LICENSE AND USE OF THE TEAMLY SOFTWARE AND ANY UPDATES, MODIFICATIONS OR ENHANCEMENTS TO IT AND THE CORRESPONDING WEBSITE AND MOBILE APP (ANY OR ALL OF THE FOREGOING INCLUDING FREE AND PAID VERSIONS, BY ANY NAME, “SOFTWARE”).

WHO DO THESE TERMS APPLY TO

REFERENCES TO “YOU” AND VARIATIONS OF IT IN THESE TERMS MEAN YOU, THE INDIVIDUAL DOWNLOADING, ACCESSING OR PURCHASING THE SOFTWARE. IF YOU ARE OBTAINING THE SOFTWARE FOR USE IN OR ON BEHALF OF A BUSINESS (WHETHER IT IS A COMPANY, A PARTNERSHIP OR AN INDIVIDUAL PROPRIETORSHIP), “YOU” ALSO REFERS TO THE ORGANIZATION OR BUSINESS THAT IS ACQUIRING OR USING THE SOFTWARE (WHICH IS OUR CUSTOMER FOR THESE PURPOSES ).

THESE TERMS ALSO APPLY TO EACH OF THE INDIVIDUAL USERS THAT YOU OR THE ORGANIZATION OR BUSINESS PROVIDE ACCESS TO OR USE THE SOFTWARE OR WORKSPACES WITHIN IT. YOU AGREE TO NOTIFY YOUR USERS OF THESE TERMS AND BE RESPONSIBLE FOR YOUR USERS’ COMPLIANCE WITH THE TERMS.

THE INDIVIDUAL DOWNLOADING OR ACCESSING THE SOFTWARE AND ANYONE ADMINISTERING YOUR SOFTWARE LICENSES REPRESENTS AND WARRANTS TO US THAT SUCH INDIVIDUAL HAS THE FULL RIGHT AND AUTHORITY TO ACT ON BEHALF OF AND BIND LEGALLY TO THESE TERMS THE ORGANIZATION OR BUSINESS DOWNLOADING, ACCESSING OR USING THE SOFTWARE.

PLEASE NOTE EACH INDIVIDUAL USER OF THE SOFTWARE REQUIRES THAT A LICENSE BE ASSIGNED TO THAT PERSON, WITHIN THE NUMBER OF LICENSES THAT ARE INCLUDED IN THE FREE OR PAID SOFTWARE VERSION YOU HAVE. PLEASE PROVIDE A COPY OF THESE TERMS TO THE ORGANIZATION OR BUSINESS YOU ARE OBTAINING THE SOFTWARE FOR AND EACH INDIVIDUAL USER.

BY DOWNLOADING OR USING THE SOFTWARE, YOU AND YOUR BUSINESS/OUR CUSTOMER ARE ENTERING INTO A CONTRACT AND AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THIS LICENSE IN ITS ENTIRETY, YOU ARE NOT AUTHORIZED TO DOWNLOAD, ACCESS OR USE THE SOFTWARE.

THE PROVIDER OF THIS SOFTWARE (‘WE”, “US” OR THE “COMPANY”), CURRENTLY BRYXEN, INC., MAY MODIFY OR AMEND THE TERMS OF THIS LICENSE BY POSTING A COPY OF THE MODIFIED OR AMENDED LICENSE ON THE COMPANY SOFTWARE WEBSITE. YOU WILL BE DEEMED TO HAVE AGREED TO ANY SUCH MODIFICATION OR AMENDMENT BY YOUR DECISION TO CONTINUE USING THE SOFTWARE FOLLOWING THE DATE IN WHICH THE MODIFIED OR AMENDED LICENSE IS POSTED ON THE SOFTWARE WEBSITE IN THE END USER AGREEMENT LINK. PLEASE CHECK FREQUENTLY FOR UPDATES TO THESE TERMS. IF YOU DO NOT AGREE WITH ANY UPDATED TERMS, YOU MUST STOP USING THE SOFTWARE PERMANENTLY AND YOUR LICENSE WILL TERMINATE.

If You have any questions, You may contact us by e-mail at [email protected]. We do not provide legal advice when We respond to Your inquiries or provide You feedback.

1. PURCHASING A LICENSE

The Company licenses to You the Software for use strictly in accordance with the terms and conditions of this License, the Terms of Sale and Use and our Privacy Notice, and any license or usage rules and restrictions established by any other third party and vendors who provide software, content or other property that We provide to You for use with the Software (“Third-party Usage Rules”), which are incorporated herein by this reference. You warrant that the information You provide us is truthful and accurate, and that You are not impersonating another person or misrepresenting Your association with a business.

We reserve the right, without notice, to discontinue products or services or modify specifications and features of products and services without incurring any obligation to You.

2. LICENSE GRANT AND RESTRICTIONS ON USE

i. Limited License Grant

Subject to Your full and complete compliance with all terms of this License and all applicable laws and, for paid Software versions, Your payment of the applicable subscription or license fees, Company grants You a personal, revocable, non-exclusive, non-transferable, limited right for You to (a) install the Software to the extent You download a copy of the Software for use on Your premises, and (b) access and use the Software, all from and on one or more computing devices owned or controlled by You (“Devices”) for project management, chat and teams purposes, and other permitted purposes strictly in accordance with this License, the Third-party Usage Rules and any service agreement associated with Your Devices.

Your right to use the Software is limited to the number of user licenses included in Your version of the Software; additional users require payment of a license fee.

You agree that You are solely responsible for all content, work, data and information You or Your collaborators and teammates generate, upload to and/or manipulate using the Software, and We disclaim all liability for it.

ii. Restrictions on Use

You must not give a copy of or access to the Software or the data and materials You generate or upload for use with the Software to others outside of Your business except only to collaborators working on projects with You and solely for the purpose of collaborating with You. You cannot or incorporate or integrate any part of the Software in any other software, product or service.

Software passwords are personal to each of Your and must not be shared by various users or used for the benefit of other persons or companies. You are responsible for maintaining the confidentiality of any password You may use to access Your user account. You must notify us immediately if Your password is compromised, or through Your access or use of the Software You become aware that You may have created a security vulnerability to our systems or to other users.

You agree to use the Software strictly in accordance with this License and You cannot directly or through others:

(a) use the Software to violate the intellectual property, privacy, publicity or other rights of third parties, or provide, share, generate, post or store using the Software or the backend We provide any information or materials that are the property of others or subject to restrictions of confidentiality or use without You having all necessary rights;

(b) make any modification, adaptation, improvement, enhancement, translation or derivative work from or to the Software;

(c) violate any applicable laws, rules or regulations in connection with Your download, access to or use of the Software or its related website or mobile app;

(d) remove, alter or obscure any proprietary notice or license file on the Software;

(e) use the Software for purposes for which it is not intended or for illegal activities;

(f) resell the Software, frame the Software, or display the Software publicly;

(g) introduce malware or other harmful code or create any security vulnerability to our or our providers’ systems, databases or to other users, inhibit any other user from accessing or using the Software or their data, or interfere with or disrupt any servers or networks used to provide the Software or host the data or work;

(h) use, decompile or reference the Software for creating another product, service or software, including without limitation, a software, service or product that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by the Company;

(i) use the Software or its related website or mobile app to send automated or unlawful queries or communications to any website, server, email account or computing device or to send any unsolicited commercial email or other messages; or

(j) use any proprietary information or interfaces of the Company or other intellectual property of the Company in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Software.

iii. Restriction on Assignment, Sublicense and Transfer

You cannot rent, lease, lend, sublicense, use as a service bureau, assign or transfer the Software, this License or any of the rights granted or obligations hereunder to others, except with our (or our assign’s) prior written consent in our (or our assign’s) sole discretion. We may assign this License or our rights hereunder and/or sell or transfer Software at any time, without notice to You. Our assignee of this License will have the same rights as We do hereunder.

These obligations and exclusions in this Section 2(ii) and (iii) will survive any termination of the License or Your use of the Software.

3. Third-party Usage Rules May Apply Also

The Software may utilize, provide access to or include or allow Your or Your collaborators or teammates to include, deploy, use or enable third-party software, services and files that are subject to open source or other third-party license terms and restrictions (“Third-Party Software”). The providers of Third-Party Software do not endorse the Software and make no warranty about their work, and disclaim liability for all uses of their work, to the fullest extent permitted by applicable law. Your right to use such Third-Party Software as part of the Software is subject to and governed by the terms and conditions of the Third-Party Software. If a Third-Party Software is enabled, accessed or used for Your Software, please be mindful of any of Your data that will be shared with the third- party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Your data or content that is transmitted to, or accessed by, Third-Party Software. Any claims regarding Third-Party Software are solely between You and any applicable third-party licensor or intellectual property owner, and the Company disclaims all liability for it.

In no event shall the Software or components thereof not provided to the public under third-party open source licenses be deemed to be “open source” or “publicly available” software. When open source terms require it, We will post applicable open source terms on the Software website.

Third-party licensors reserve all right and title to their licensed works, including all intellectual property rights. You agree not to claim ownership of any such third-party work or files.

The mobile app is also subject to the applicable terms and rules of the app stores from which You download the app.

4. Intellectual Property Rights

You agree that the Software and all copyrights, patent rights, trademarks, trade secrets and other intellectual property rights associated therewith are (except for the Third-Party Software mentioned above), and shall remain, the sole and exclusive property of Company (or the Company’s successors, purchasers and assigns). Furthermore, You acknowledge and agree that the source and object code of the Software and the format, directories, queries, algorithms, structure and organization of the Software are the intellectual property and proprietary and confidential information of Company and its affiliates, licensors and suppliers, as applicable (or their respective successors, purchasers and assigns).

Except as expressly stated in this License, You are not granted any rights in or to the Software by implication, estoppel or other legal theory, and all rights in and to the Software not expressly granted in this License are hereby reserved and retained by Company. The ownership of the Third-Party Software and licensed files is retained by their respective licensors. Nothing herein limits the rights available to You under applicable open source licenses.

The Company retains all rights and title to its and its product trademarks, names and logos. You are not authorized to use the Company’s trademarks, names and logos in any advertising, publicity or in any other manner without the prior written consent of the Company, which may be withheld for any or no reason.

We are pleased to hear from users and customers and welcome Your comments regarding our services and products. You agree We may use testimonials and/or product reviews You provide in whole or in part together with the name and location of the person submitting it. Testimonials may be used for any form of activity relating to our services or products, in any medium, as We determine. Testimonials represent the unique experience of the participants and customers submitting the testimonial, and do not necessarily reflect the experience that You and Your business may have using our services or products.

This Section 4 will survive any termination of the License or Your use of the Software.

5. Indemnification by You

Except to the extent the Company agrees in writing to handle at its expense a matter that You bring to its attention, to the fullest extent permitted by applicable laws, You agree to indemnify, defend and hold harmless Company and its affiliates, suppliers, data center providers and licensors, and each of their respective officers, directors, employees, purchasers, successors and assigns (the “Indemnified Parties”) from and against any claim, proceeding, liability, losses, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of, related to or in connection with the following:

(i) Your access to and use or misuse of the Software, Third-Party Software, or Third-Party Content and Services (as defined below);

(ii) Your breach of this License or Your violation of law;

(iii) Your negligence or willful misconduct; or Your violation of the rights of a third-party, including without limitation the infringement by You or Your collaborators or teammates of any intellectual property right or violation or misappropriation of any contract, privacy, publicity or trade secret right of any person or entity, including without limitation, with respect to any content, work, data and information You or Your collaborators and teammates generate, upload to and/or manipulate using the Software.

These obligations and exclusions in this Section 5 will survive any termination of the License or Your use of the Software.

6. Use of Information - Consent to Use Information

You hereby authorize and consent to the collection, storage and use, by Company and its affiliates, partners and agents (and their respective successors, purchasers and assigns) of any information and data related to or derived from Your use of the Software, and any information or data that You provide to Company and its affiliates, partners and licensors and their successors, purchasers and assigns (“Information”). Without limiting the generality of the foregoing, the Information shall include, without limitation, the following types of information or data: registration and purchase information, search requests, patterns, data and suggestions based on user actions.

You shall not provide or disclose, and the Information shall not include, any information or data that is personally identifiable to You or to any other person except for the information required at the point of purchase for a subscription. The Information will be treated as being non-confidential and nonproprietary, and Company assumes no obligation to protect confidential or proprietary information (other than as set forth in our Privacy Policy) from disclosure and will be free to reproduce, use, and distribute the Information to others without restriction. Company will also be free to use any ideas, concepts, know-how or techniques contained in the Information for any purpose whatsoever including, without limitation, developing, manufacturing and marketing products and services incorporating such information.

This Section 6 will survive any termination of the License or Your use of the Software.

7. Third-Party Content and Services

The Software or its website or app may permit access to or display information regarding third party products, services, websites, advertisements, promotions, recommendations, advice, information, projects and materials (“Third-Party Content and Services”). You agree We are not liable for any such Third-Party Content and Services, and the applicable third parties are solely responsible for them. Your access to and use of the Third-Party Content and Services is at Your sole discretion and risk, and Company and its affiliates, partners, suppliers and licensors (and their respective successors, purchasers and assigns) shall have no liability to You arising out of or in connection with Your access to and use of the Third-Party Content and Services. Company hereby disclaims any representation, warranty or guaranty regarding the Third-Party Content and Services, whether express, implied or statutory.

Your access to and use of the Third-Party Content and Services and any dealings between You and any third-party located or linked to using the Software or the Software website are governed by and may require Your acceptance of their terms and policies, which may be subject to change by the applicable third-party at its sole discretion. You assume all risks arising out of or resulting from Your transaction of business or dealings over the Internet and with any third party, and You agree that Company and its affiliates, partners, suppliers and licensors (and their respective successors, purchasers and assigns) are not responsible or liable for any loss or result of the presence of information about or links to such third parties, advertisers or service providers.

We do not endorse or sponsor the Third-Party Content and Services. You understand that by accessing and using the Third-Party Content and Services, You may encounter information, materials and subject matter that You or others may deem objectionable, and that We have no liability for it or obligation to restrict or deny access to it.

This Section 7 will survive any termination of the License or Your use of the Software.

8. Term and Termination

This License shall be in effect for as long as You comply with the terms of this License, subject to early termination as provided in this License or the Terms of Use, and termination due to expiration or termination of paid subscriptions.

Company may, in its sole discretion, at any time, suspend this License and the rights afforded to You hereunder with or without prior notice, if You fail or are suspected of having failed to comply with any terms and conditions of this License or if Your use creates a security issue for our systems or other users. If You fail to comply with any terms and conditions of this License or Your use of the Software, or Your use or any materials, content and Information You create, share or provide through the Software violates or is alleged to violate any laws or Your use threatens the security of our systems or other users, then this License and any rights afforded to You hereunder shall terminate automatically, without a requirement of any notice or other action by Company (but We may in our discretion provide You notice). Upon termination of this License, You shall permanently cease all use of the Software and uninstall all copies of the Software.

You acknowledge and agree that the ability to export Your content, material and data may be limited or unavailable depending on the type of Software version or subscription You have. Following termination or expiration of the License, We will have no obligation to maintain or provide and , unless legally prohibited, may delete all Your content, data and materials in our systems or otherwise in our possession or under our control.

9. Disclaimer of Warranties and Limitations of Damages and Liability

i. Disclaimer of Warranties

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SOFTWARE IS AT YOUR SOLE RISK AND DISCRETION.

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, INFRASTRUCTURE AND DATA CENTER PROVIDERS AND LICENSORS (AND THEIR RESPECTIVE SUCCESSORS, PURCHASERS AND ASSIGNS) HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE (a) SOFTWARE, (b) ALL COMMUNICATIONS AND COLLABORATIONS BETWEEN YOU AND OTHERS USING OUR SOFTWARE, (c) ALL CONTENT, DATA, MATERIALS AND INFORMATION EXCHANGED, STORED OR CREATED BY YOU OR YOUR COLLABORATORS AND TEAMMATES THROUGH THE SOFTWARE, (d) ANY THIRD-PARTY SOFTWARE, AND THIRD-PARTY CONTENT AND SERVICES, IN EACH CASE WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

FURTHERMORE, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS (AND THEIR RESPECTIVE SUCCESSORS, PURCHASERS AND ASSIGNS) MAKE NO WARRANTY THAT (I) THE SOFTWARE OR THE CONTENT, DATA, MATERIALS AND INFORMATION STORED IN OR EXCHANGED USING THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE UNINTERRUPTED, OR BE ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; OR (II) ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE TO ASSUME ALL RISKS ASSOCIATED WITH ANY INFORMATION SECURITY OR SYSTEMS BREACH OR SECURITY VULNERABILITY AFFECTING THE SOFTWARE OR THE SYSTEMS AND DATABASES USED IN CONNECTION WITH THE SOFTWARE, AND SHOULD USE YOUR DISCRETION IN DETERMINING WHICH INFORMAITON AND MATERIALS ARE SUITABLE FOR USE IN CONNECTION WITH THE SOFTWARE.

ii. Limitations of Liability and Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, PARTNERS, SUPPLIERS, INFRASTRUCTURE AND DATA CENTER PROVIDERS OR LICENSORS (AND THEIR RESPECTIVE SUCCESSORS, PURCHASERS AND ASSIGNS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR DOWNALOAD, ACCESS OR USE OF OR INABILITY TO DOWNLOAD, ACCESS OR USE THE SOFTWARE, THE CONTENT, DATA, MATERIALS AND INFORMATION STORED IN OR EXCHANGED USING THE SOFTWARE, ANY THIRD-PARTY SOFTWARE, OR ANY THIRD-PARTY CONTENT AND SERVICES, IN EACH CASE WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OR COMPROMISE OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, APPLICATION DOWNTIME, AND APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AGREE THAT COMPANY’S AND ITS SUCCESSORS’, PURCHASERS’ AND ASSIGNS’ AGGREGATE LIABILITY TO YOU REGARDING THE SOFTWARE AND ANY MATTER RELATING TO THIS LICENSE (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU FOR THE SOFTWARE, OR IF YOU ONLY HAVE THE FREE VERSION OF THE SOFTWARE, THEN SUCH AGGREGATE LIMIT WILL BE USD$100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

iii. Compatibility Disclaimer

Company does not warrant that the Software will be compatible or interoperable with Your Device or any other software, equipment or device installed on or used in connection with Your Device. You agree that Company and its affiliates, partners, suppliers, and licensors (and their respective successors, purchasers and assigns) shall have no liability to You for any losses suffered resulting from or arising in connection with compatibility or interoperability problems. You are solely responsible for ensuring the security of Your Devices and protecting them against computer viruses and other malware, denial of service and ransomware attacks.

iv. Product Claims Disclaimer

You acknowledge that You (not Company) are responsible for addressing any third-party claims relating to Your use or possession of the Software, and agree to notify Company of any third-party claims relating to the Software of which You become aware. Furthermore, to the fullest extent permitted by applicable laws, You hereby release Company (and its successors, purchasers and assigns) from any liability resulting from Your use or possession of the Software, including, without limitation, any claim (i) that the Software fails to conform to any applicable legal or regulatory requirement; and (ii) any claim arising under consumer protection or similar legislation.

This Section 9 will survive any termination of the License or Your use of the Software.

10. Miscellaneous

i. Governing Law

To the fullest extent permitted by law, this License shall be deemed to take place in the State of Ohio and shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflicts of law principles. Any disputes arising from this License shall be adjudicated in the courts of the City of Columbus, Ohio. The United Nations Convention on Contracts for the International Sale of Goods or any State law adopting the Uniform Computer Information Transactions Act (UCITA) are not applicable and expressly excluded in each case.

ii. Severability

If any provision of this License is held to be invalid or unenforceable with respect to a party, the remainder of this License, or the applicability of such provision to persons or circumstances other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this License shall be valid and enforceable to the fullest extent permitted by law.

iii. Waiver

Except as provided herein, failure to exercise a right or require performance of an obligation under this License shall not effect a party’s ability to exercise such right or require such performance at any time thereafter, nor shall waiver of a breach constitute waiver of any subsequent breach.

iv. Entire Agreement

This License, including the documents incorporated herein by reference, constitute the entire agreement with respect to the use of the Software licensed hereunder and supersedes all prior or contemporaneous understanding regarding such subject matter. This Section 10 and other provisions of this License that by their terms or nature are intended to survive, shall survive termination of this License. You agree that We may communicate electronically with You and that such communications, as well as notices, disclosures, agreements, and other communications that We provide to You electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.