Master Subscription Agreement

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR CREATING A CUSTOMER ACCOUNT AND DOWNLOADING, INSTALLING AND/OR USING THE SERVICE OR ANY TECHNOLOGY, IDEA, DATA, DATABASE, ALGORITHM OR INFORMATION CONTAINED THEREIN (EACH, AS APPLICABLE) OR PROVIDED THEREWITH, ESTABLISHES A BINDING AGREEMENT BETWEEN YOU AS THE PERSON USING THE SERVICES, EITHER ON BEHALF OF YOURSELF OR ANY THIRD-PARTY ENTITY (“CUSTOMER” OR “YOU”) AND TEAMSTAND, INC. WITH OFFICES LOCATED AT 115 BROADWAY, Fl 5, NEW YORK, NY 10006 (“TEAMSTAND”), AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH RESPECT TO YOUR USE OF THE SERVICES.

YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT TO ADHERE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND THAT THE SERVICE WILL BE USED ONLY IN ACCORDANCE WITH THIS AGREEMENT AND WITH ALL APPLICABLE LAWS. IF AN INDIVIDUAL IS REGISTERING OR USING THE SERVICE ON BEHALF OF AN ENTITY OR ORGANIZATION, THAT INDIVIDUAL WARRANTS, REPRESENTS, AND COVENANTS THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO AGREE TO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION AND TO BIND THE ORGANIZATION TO THEM.

Modifications to this Agreement: From time to time, Teamstand may modify this Agreement. Unless otherwise specified by Teamstand, changes become effective for Customer upon renewal of the then-current Subscription Term (as defined below) or entry into a new Order Form after the updated version of this Agreement goes into effect. Teamstand will use reasonable efforts to notify Customer of the via email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of any Service after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.

1. LICENSE AND SUPPORT.
Subject to the terms, conditions and restrictions set forth in this Agreement, including payment of the fees (“Fees”) set forth in the applicable order form issued by Teamstand (“Order Form”), Teamstand hereby grants, and Customer hereby accepts, a non-exclusive, non-transferable, right and license, to access and use, solely for its internal business purposes, (i) the software and related tools and solutions identified on the Order Form on a hosted basis (collectively the “Service”) and (ii) any supporting user guides or other related documentation provided by Teamstand regarding the Services, as applicable (“Documentation”), each for the term set forth in the applicable Order Form. Use of the Service is subject to any additional limitations set forth in the Order Form. During the applicable term of the Service, Teamstand will provide commercially reasonable support for the Service in accordance industry standards.

2.TERM; RENEWAL; TERMINATION.
2.1 Term and Renewal of Orders. The subscription term specified in the Order Form will commence upon the Order Form effective date and will continue for the period of time set forth therein (the “Subscription Term”).

2.2 Termination.  A party may only terminate this Agreement or any Order Form (i) for any material breach not cured within thirty (30) days following written notice of such breach, or (ii) immediately upon written notice if the other party files for bankruptcy, becomes the subject of any bankruptcy proceeding or becomes insolvent. Except as otherwise set forth herein, this Agreement is non-cancelable during the Subscription Term set forth in the Order Form.

2.3 Termination for Convenience. Teamstand may terminate this Agreement or any Order Form for any reason upon sixty (60) days prior written notice to the Customer.

3.FEES; PAYMENT TERMS; TAXES.
3.1 Fees. Fees are specified on the Order Form. Unless otherwise set forth on the Order Form, all Fees will be invoiced upon the effective date of the Order Form. Payment terms are net 30 days from the date of invoice. Customer agrees to pay Teamstand’s expenses, including reasonable attorneys and collection fees, incurred in collecting amounts not subject to a good faith dispute. Customer’s failure to maintain current credit card information or other alternative payment method may result in an interruption in the use of the Service. Any invoiced amounts not received by Teamstand when due will incur interest at the lesser of 16% per annum or the greatest amount permitted under applicable law.

3.2 Credit Card Payments. Teamstand may utilize third party payment providers to process credit card payments (“Payment Provider”). Such Payment Provider’s policies govern the processing of your payment, and you must refer to those policies and not this Agreement to determine your rights and liabilities. By providing your credit card information to the Payment Provider, you authorize Teamstand, through such Payment Provider, to immediately charge the Fees for the Service during any applicable term.

3.3 Taxes. All fees are exclusive of all taxes, including federal, state and local use, sales, property, value-added, ad valorem and similar taxes related to this transaction, however designated (except taxes based on Teamstand’s net income). Customer agrees to pay all such taxes that it is obligated by law to pay. Customer will pay Teamstand’s invoices for such taxes whenever Teamstand is required to collect such taxes from Customer.

4.RESTRICTIONS; PROPRIETARY RIGHTS; USAGE DATA.
(a) Customer shall not: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Service or disclose any of the foregoing; (ii) encumber, transfer, manufacture, distribute, sell, sublicense, assign, provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use (except as expressly provided herein) the Service or Documentation; (iii) copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Service or Documentation; or (iv) attempt to circumvent any user limits, timing or use restrictions that are built into the Service.

(b) The Service is the proprietary intellectual property of Teamstand that contains trade secrets and is protected by copyright law. Subject to any license granted hereunder, Teamstand retains sole and exclusive ownership of all right, title, and interest in and to the Service and any other technology used to provide it. All enhancements, modifications, corrections and derivative works that are made to the Service will be considered part of the Service for the purposes of this Agreement and will be owned by Teamstand.

(c) Notwithstanding anything to the contrary in this Agreement, Teamstand may collect and use any logs and data relating to the operation, support and/or use of the Service (“Usage Data”) to develop, improve, support, and operate its products and services. Teamstand may not share any Usage Data that includes Customer’s Confidential Information with a third party except (i) in accordance with Section 6 (Confidentiality) of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that Customer and Customer’s users cannot be identified.

5.CUSTOMER DATA.
(a) Customer retains all rights, title and interest in and to Customer’s own information and data that is input by Customer into the Service or supplied to Teamstand (“Customer Data”).  Customer hereby grants Teamstand a non-exclusive license to use the Customer Data for the purposes of providing support to Customer for the Service and making improvements to the Service. Teamstand disclaims any and all responsibility for any loss of any Customer Data and is not responsible for the backup of any Customer Data.

(b) Customer represents and warrants that use and supply of Customer Data in connection with the Service, (i) is legally and rightfully authorized, (ii) does not infringe upon the intellectual property rights of any third party, and (iii) complies with all applicable local, state, national and international laws and regulations, including without limitation those laws and regulations related to privacy and export control. Customer further represents and warrants that Customer Data does not contain any personal data, personally identifiable information (including, but not limited to personal data as defined European Union Regulation (EU) 2016/679 or the California Consumer Privacy Act of 2018), credit card or other sensitive financial information, patient or other sensitive health care information or personal information as defined by any applicable laws or regulations, and, if Customer Data does contain such information, Teamstand shall not be liable for such Customer Data.  

(c) Teamstand has the right in its sole discretion to suspend the Services or to remove or block any Customer Data at any time where (a) Customer Data or Customer’s use of the Service violates applicable laws, regulations, orders, or is in breach of this Agreement; (b) removal or blocking is necessary because of exigent circumstances or to protect the safety, security, reputation, or integrity of the Service, Teamstand, or any third party; or (c) in order to respond to law enforcement or any other governmental authority. Customer agrees to defend, at its cost, indemnify and hold harmless Teamstand and its affiliates, subsidiaries, shareholders, officers, directors, employees, contractors, agents and representatives (together, the “Teamstand Indemnified Parties”) against any costs, damages, claims, losses, penalties, awards, settlements, liability or expenses including, without limitation, reasonable attorneys’ fees and related costs, that arise from a third party claim (including a government investigation) related to or in connection with Customer Data.

6.CONFIDENTIALITY.
Each party shall maintain as confidential and shall not disclose (except to its employees, accountants, attorneys, advisors, affiliates, outsourcers and third party service providers of recipient with a need to know in connection with recipient’s performance under this Agreement, and who have been advised of the obligation of confidentiality hereunder), copy or use for purposes other than the performance of this Agreement, any information which relates to the other party’s business affairs, trade secrets, technology, research, development, pricing or terms of this Agreement (“Confidential Information”) and each party agrees to protect all received Confidential Information with the same degree of care that it would use with its own Confidential Information and to prevent unauthorized, negligent or inadvertent use, disclosure or publication thereof. Breach of this Section may cause irreparable harm and damage. Thus, in addition to all other remedies available at law or in equity, the disclosing party shall have the right to seek equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys’ fees and expenses) incurred in connection with such unauthorized use. The recipient shall be liable to the disclosing party for any use or disclosure in violation of this Section by recipient or its affiliates, employees, third party service providers or any other related party. Confidential Information shall not include information that (a) is already known prior to the disclosure by the owning party; (b) is or becomes publicly known through no breach of this Agreement; (c) is independently developed without the use of the other party’s Confidential Information and evidence exists to substantiate such independent development; (d) information that is obtained from a third party, and that third party is not, in good faith belief to the recipient, under any legal obligation of confidentiality; or (e) the recipient receives written permission from the disclosing party for the right to disclose any Confidential Information.

7. DISCLAIMER.
CUSTOMER ACKNOWLEDGES THAT USING THE SERVICE IS AT ITS OWN RISK. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICE ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, RELIABILITY, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. TEAMSTAND DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL FUNCTION WITHOUT INTERRUPTION, WILL MEET CUSTOMER’S  REQUIREMENTS, IS FREE OF MALICIOUS CODE OR THAT IT IS FREE OF ERRORS OR OMISSIONS, OR LOSS OR SECURITY BREACH OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF THE SERVICE. CUSTOMER IS ADVISED TO SAFEGUARD CUSTOMER DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICE AND/OR ACCOMPANYING MATERIALS."

8.PROFESSIONAL SERVICES.
(a) Teamstand shall provide Professional Services as described in an Order Form or Statement of Work. Professional Services will be performed Monday through Friday, excluding national holidays, during working hours.

(b) Teamstand grants to Customer, during the Subscription Term a non-exclusive, non-transferable, non-sublicensable license to use any training and other informational materials provided during or created in the performance of the Professional Services to the extent necessary to enable Customer’s use of the Services in accordance with the terms of this Agreement. Unless otherwise agreed in writing, if not used, pre-purchased Professional Services and expenses expire 12 months after the date purchased.

(c) Customer  shall  provide reasonable  access,  cooperation and information as necessary to permit Teamstand to perform the Professional Services.  Customer  will be  charged  at cost  for  travel and  expense incurred in providing the Professional Services (if any) unless stated otherwise on the Order or Statement of Work.

9. LIMITATION OF LIABILITY.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 AND CUSTOMER’S OBLIGATIONS AS SET FORTH IN SECTION 4,  IN NO EVENT SHALL THE AGGREGATE LIABILITY OFA PARTY ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO TEAMSTAND FOR THE RELEVANT SERVICES OR SOFTWARE WITHIN THE PRECEDING TWELVE (12) MONTHS. EXCEPT FOR CUSTOMER’S OBLIGATIONS AS SET FORTH IN SECTION 4, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IS NEGLIGENT. THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.

10. INFRINGEMENT INDEMNIFICATION.
If a third party claims that the Service infringes any U.S. patent, copyright, or trade secret, Teamstand will defend Customer against such claim at Teamstand’s expense and pay all damages finally awarded through judgment or settlement, provided that Customer promptly notifies Teamstand in writing of the claim, allows Teamstand sole control of the defense and/or settlement, and cooperates with Teamstand in, the defense or settlement of such action. If such a claim is made, or is likely to be made as determined by Teamstand, Teamstand may, at its option, secure for Customer the right to continue to use the Service, modify or replace the Service so that it is non-infringing, or, if neither of the foregoing options is available in Teamstand’s reasonable opinion, terminate this Agreement and refund to Customer any unamortized pre-paid Fees for use of the Service. Teamstand shall have no liability or obligation hereunder with respect to any infringement claim if such infringement is caused by (i) Customer’s use of the Service other than as specified in the applicable Documentation; (ii) modification of the Service by any person other than as authorized in writing by Teamstand; or (iii) the combination, operation or use of the Service with other product(s) or services not supplied by Teamstand, where the Service would not by itself be infringing. THIS PARAGRAPH STATES TEAMSTAND’S ENTIRE OBLIGATION TO CUSTOMER WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.

11.GENERAL.
(a) Entire Agreement. This Agreement is the complete and exclusive statement of the parties’ agreement and supersedes all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter hereof. If this Agreement conflicts with any other terms or conditions of any Order Form or Statement of Work, then, unless otherwise provided herein, the terms and conditions of such Order Form or Statement of Work will control solely with respect to the Services covered by such Order Form or Statement of Work. Any purchase orders issued by Customer shall be deemed to be for Customer’s convenience only and, notwithstanding acceptance of such orders by Teamstand, shall in no way change, override, or supplement this Agreement.

(b) Waiver. Any waiver or modification of the provisions of this Agreement will be effective only if in writing and signed by the party against whom it is to be enforced. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. A waiver of any provision, breach or default by either party or a party’s delay exercising its rights shall not constitute a waiver of any other provision, breach or default.

(c) Independent Contractor. Teamstand is an independent contractor and not an employee of Customer. At no time shall either party make any commitments or incur any charges or expenses for or in the name of the other party, or be considered the agent, partner, joint venture, employer or employee of the other party.

(d) Notices. All notices or other communications required to be given hereunder shall be in writing and delivered either by U.S. mail, certified, return receipt requested, postage prepaid; by overnight courier; or as otherwise requested by the receiving party, to Teamstand, Inc., Legal Department, 115 Broadway Street, 5th Floor, New York, NY 10006. Notices shall be effective upon their receipt by the party to whom they are addressed.

(e) Assignment. This Agreement may not be assigned by Customer without Teamstand’s prior written consent.

(f) Compliance with Laws. Each party will be responsible for compliance with all legal requirements related to its performance under this Agreement, including all applicable U.S. export laws and those laws related to the protection, privacy and disclosure of data and information.

(g) Force Majeure. Neither party will be responsible for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, terrorism, war, riot, embargoes, fire, floods, earthquakes, or strikes (each a “Force Majeure Event”) provided that such party gives prompt written notice to the other party of the Force Majeure Event. The time for performance will be extended for a period equal to the duration of the Force Majeure Event.

(h) Governing Law and Disputes. This Agreement and any dispute arising hereunder shall be governed by and interpreted and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles, and shall be subject to the exclusive jurisdiction of the federal and state courts located in the State of Delaware, and each party consents to the exclusive personal jurisdiction and venue of such courts.

(i) Survival. Provisions of this Agreement that are intended to survive termination or expiration of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive.

(j) Marketing. Teamstand may use and display Customer’s name, logo, trademarks, and service marks on Teamstand’s website and in Teamstand’s marketing materials in connection with identifying Customer as a customer of Teamstand. Upon Customer’s written request, Teamstand will promptly remove any such marks from Teamstand’s website and, to the extent commercially feasible, Teamstand’s marketing materials. If Teamstand requests, Customer agrees to participate in a case study, press release and/or cooperate with Teamstand in speaking to the media.


Last updated: November 14, 2021