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Teamflect Terms & Conditions

If you are a Customer (as defined in the MSA), then please review our Master Services Agreement as those terms apply to you, and are incorporated by reference into your Order Form, together with any references therein. In the event that you subscribed to the Teamflect Products directly online, the Master Service Agreement also applies to You and any reference to an Order Form therein will also mean to include a copy of your most recent invoice available in the admin portal of your Teamflect account. Furthermore, if a Customer licenses the Teamflect Products online, then acceptance of the Master Subscription Agreement terms shall be reflected upon acceptance of the MSA terms in the registration process. A copy of the Master Subscription Agreement can be found here: Master Services Agreement.

1. GENERAL INFORMATION

1.1 TEAMFLECT PRODUCTS

These Terms & Conditions (these “Terms”) contain the terms and conditions on which we supply content, products or services listed on www.teamflect.com (the “Website”), through our applications (the “Apps”) or via other delivery methods to you (the Website and such content, products, services and the Apps are collectively referred to herein as the “Product” or “Products”, which may be updated from time-to-time at the sole discretion of Teamflect). Please read these terms and conditions, carefully before ordering any Products from the Website, Microsoft Marketplace or third party App stores (e.g. the Apple App Store, the Android Play Store, Amazon, etc.). The terms “Teamflect,” “us” or “we” refers to Teamflect LTD. The term “Device” refers to the device which is used to access the Products including but not limited to computers, smart phones and tablets. The term “you” refers to the user of the Products. When you order (“Order”) any Products, or otherwise use or access the Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept” at the appropriate place prior to your purchase or access to the Products. At such time, if you do not click “I accept”, you may not be able to complete such purchase or gain such access. By using the Products, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Products. Our contact email address is [email protected] . All correspondence to Teamflect including any queries you may have regarding your use of the Products or these Terms should be sent to this contact email address.

1.2 BASIS OF LICENSE

(a) It is important to us that the Teamflect Products provide you with a helpful and reliable experience. To protect our rights and yours, this Terms governs all uses of the Teamflect Products by any User. These terms, to the extent applicable, also apply to Customers and are incorporated by reference into the MSA. Access or use of the Teamflect Products for which you have registered or enrolled constitutes acceptance of this Terms as a binding agreement. By using the Teamflect Products, you represent that you: (1) have read and understood the terms of this Terms; (2) agree to use the Teamflect Products in compliance with applicable laws and the terms of this Terms; and (3) are an User. You may not use the Teamflect Products if you do not agree with the Terms or if you are not an User. In order to participate in certain Products, you may be required to agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms. Where such terms are inconsistent with these Terms, the additional terms shall control.

(b) Please check that the details in these Terms and on MSA and Order Form are complete and accurate before you use or commit yourself to purchase the Products. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by an officer of Teamflect.

(c) As part of your use of the products, you agree to the processing and storage of your personal information in the Netherlands, United States, Singapore, or any other EU country, including the processing and storing of your personal information in the United Kingdom or any other EU country for the purposes of processing payments and tracking individual use of the products.

1.3 CHANGES TO TERMS

Teamflect reserves the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to www.teamflect.com/terms. Your continued use of the Products constitutes your agreement to abide by the Terms as changed. Under certain circumstances we may also select to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications within the Products or email.


2. USERS AND SUBSCRIPTIONS

2.1 BECOMING A USER

(a) The Teamflect Products are available only to individuals, including but not limited to administrators or employees of Customers (defined below), who have gained lawful access to the Teamflect Products directly from the Customer (defined below) with which such individual is affiliated (each an “User”). For purposes of these Terms, a Customer is defined as the employer, company, or other institution that purchases the Teamflect Products for the benefit of Users.

(b) Users are individual, named, persons of legal age who can enter into a contract in the state or country in which the User resides and in no case, is under the age of 18. By purchasing a subscription to, registering for, or using the Teamflect Products as an User, you represent and warrant that (i) you are an Adult (according to the rules of the country where you are located), and (ii) that you will access the Teamflect Products in accordance with these Terms.

(c) In order to initiate access to the Teamflect Products, all Users must register for a user account (“User Account”) by providing your first name, last name, valid email address associated with the purchasing Customer, and designating a secret and unique password (such information is referred to hereinafter as “User Information”). These information will be processed and collected as explained in our Privacy Policy.

(d) You agree to provide accurate and truthful information when creating a User Account and to promptly update such information should it change.

(e) You understand and acknowledge that the administrators associated with your purchasing Customer or a Third-Party Service may have access to your User Account and may suspend, modify or terminate your User Account and/or your access to the Teamflect Products at any time and for any reason.

(f) By registering for a Teamflect account, the Products, you warrant that: (i) You are legally capable of entering into binding contracts; (ii) All registration information you submit is truthful and accurate; (iii) You will maintain the accuracy of such information; and (iv) Your use of the Products does not violate any applicable law or regulation.

2.2 ONCE A MEMBER

You are responsible for maintaining the confidentiality of your account, password and other User Information and for restricting access to your Device to further help protect such information.

2.3 USE OF PRODUCTS BY MINORS

You must be 18 years of age, or the age of majority in your province, territory or country, to sign up as a registered user of the Products. Individuals under the age of 18, or the applicable age of majority, may utilize the Products only with the involvement and consent of a parent or legal guardian, under such person's account and otherwise subject to these Terms.

2.4 USER STATUS

As a Teamflect User you will receive access to certain sections, features and functions of the Products that are not available to non-members.

Teamflect membership accounts and subscriptions are not transferable and therefore you agree to not sell, transfer, or exchange membership accounts or subscriptions in any way or under any circumstance. This expressly applies to any discounted, subsidized, or free accounts or subscriptions.

2.5 CORPORATE AND OTHER COMMUNITIES

Many communities (corporations, universities, hospitals, etc.) (“Community” or “Communities”) purchase and introduce the Products to their employees and members. In some cases, these Communities may supplement these Terms with their own terms and conditions, which may include additional terms around subscription redemption or usage. In such event, these Community terms and conditions shall also apply to your use of the Products. In the event of any conflict with such additional terms and these Terms, the additional terms shall prevail.



3. CANCELLATION OF SERVICES

We may suspend or terminate your use of the Products as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice.


4. PROHIBITED USE OF THE PRODUCTS

4.1

You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves. You agree not to interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products. You may not access the Products in an unauthorized manner.

4.2

You agree not to impersonate any other person while using the Products, conduct yourself in an offensive manner while using the Products, or use the Products for any illegal, immoral or harmful purpose.

4.3

By breaching the provisions of this section 4, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.

4.4

Without limiting the foregoing, you acknowledge that the following Prohibited Uses of Teamflect Products (“Prohibited Uses of Teamflect Products”) are specifically prohibited under the terms of these Terms in the absence of written permission and that any such Prohibited Uses of Teamflect Products constitutes a material breach of the terms of these Terms:



• perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded by or downloaded by, any end user any “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other like form of solicitation;

• impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; including using another person’s User Informations (including passwords) or making your User Account or User Informations available for use by others; or, share accounts;

• assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, or pledge as security or otherwise encumber, your rights under these Terms;

• use or attempt to use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Teamflect Products, any data or content found on or accessed through the Teamflect Products, or any other Teamflect Products without Our prior written consent; and, you further agree not to bypass any robot exclusion measures that may be in place within the Teamflect Products to prevent the actions listed above;

• perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded or downloaded by, the Teamflect Products any viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Teamflect Products;

• violate any measure employed to limit or prevent access to the Teamflect Products or otherwise obtain or attempt to obtain through any means any content, functionality, or other information which has not been intentionally made available to you either by visible display on the Teamflect Products or access through a visible link on the Teamflect Products;

• decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of the Teamflect Products are compiled or interpreted, and you acknowledge that nothing in these Terms or other agreement between you and Us will be construed to grant you any right to obtain or use such code;

• create any derivative product from or of the foregoing Teamflect Products, without our prior consent;

• remove any title, trademark, copyright, or restricted rights notices or labels from the Teamflect Products or related documentation;

• attempt, in any manner to gain unauthorized access to the Service Network, obtain the password, User Informations, or other security information from, or of, any other User, or otherwise violate the security of the Service Network or access encrypted codes;

• interfere with or disrupt (or attempt to interfere with or disrupt) the proper working of the Teamflect Products or Service Network, or violate any requirements, procedures, policies or regulations of the Service Network;

• take or attempt any action that, in Our absolute discretion, imposes or may impose an unreasonable or disproportionately large load or burden on the Service Network, disrupts the normal flow of data, or threatens the stability of the Teamflect Products or Service Network;

• use the Teamflect Products in any way that could damage, disable, interfere with any other party’s use of them;

• access the Teamflect Products in order to build a similar or competitive website, product, or service or for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes;

• permit direct or indirect access to or use of the Teamflect Products in a way that circumvents applicable laws or promotes hate and bigotry, act(s) of violence or terrorism, or commission(s) of crimes or illegal activities; or

• engage in any conduct which, in Our (or its licensors, as applicable) sole and absolute discretion, diminishes the commercial value of the Teamflect Products, infringes any proprietary rights in the Teamflect Products or otherwise violates these Terms.

5. MATERIALS OFFERED THROUGH THE PRODUCTS

5.1 COPYRIGHT

(a) All materials (including software and content whether downloaded or not) contained in the Products are owned by Teamflect (or our affiliates and/or third-party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.

(b) You acknowledge and agree that certain materials on or in the Products are the property of third-party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce them.

(c) The Products are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in or on the Products for commercial purposes without obtaining a written license to do so from us. Material from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. You agree not to use the Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken for any illegal or unauthorized use of the Products.

(d) You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products. If you make other use of the Products, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United Kingdom, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Teamflect will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

5.2 TRADEMARKS

Teamflect, the Teamflect logo and all other Teamflect product or service marks are trademarks of Teamflect. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed on the Products is strictly prohibited. Teamflect will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.



6. AVAILABILITY OF PRODUCTS

6.1

Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, please report it to us at [email protected] and we will review your complaint and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products while we address the fault. We will not be liable to you if the Products are unavailable for a commercially reasonable period of time.

6.2

Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore the Products as soon as we reasonably can.



7. USER MATERIAL

7.1

The Products may let you submit material to us: for example, The Products may provide functionalities for Users to create, upload, or post questions, responses, comments, ideas, articles, information, data, text, multimedia content, chat conversations or logs, messages, and other materials or submissions (“User Material”). User Material does not include the account information, Product purchase, or Product use information which you provide in registering for and using Products. Under no circumstances will Teamflect (or its licensors) become liable for any payment to you for any information that you provide. You may only post User Content that is your own original work or for which you have obtained the necessary rights or permissions for reproduction and public display through the Teamflect Products, and which includes any applicable ownership or attribution notices.

7.2

Except as expressly set forth in these Terms, you shall retain all rights, including intellectual property rights, for User Content that you create within the Teamflect Products, unless you sign a separate agreement with Us. You are solely responsible for User Material that you post (or in the case of a Customer, for User Material that is posted by your employees, agents, members, contractors, or representatives) on the Teamflect Products and agree not to create, post, upload, or link to any Prohibited User Material (as defined below).

7.3

This section 7 sets out the rights and obligations that each of us have in connection with User Material. If you review or submit User Material, you agree to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.

7.4

We do not systematically review User Material submitted by you or other users. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy.

7.5

We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products, particularly where User Material breaches this section 7, and we may do this with or without giving you any prior notice.

7.6

We may link User Material or parts of User Material to other material, including material submitted by other users or created by Teamflect or other third parties.

7.7

You will, at all times, comply with all applicable local, state, federal, and foreign laws in using the Teamflect Products. You agree that you will not (directly or through others) contribute, create, upload, post, link to, or otherwise cause the distribution of any content listed below (“Prohibited User Content”) or use the Teamflect Products in any manner that:



• is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, indecent, offensive, vulgar, obscene, libelous, pornographic, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, in violation of the rules or policies of the Customer, would give rise to a criminal offense, or in violation of any applicable local, state, federal, and foreign laws;

• infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party or which you do not have a right to transmit under any law or under contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

• jeopardizes the security, availability, or integrity of the Teamflect Products or cause harm to any user and his or her property through the use of malicious code or other contaminating or destructive devices;

• transmits advertising material and/or any unsolicited or unauthorized promotional materials, junk mail, SPAM, chain letters, or any other form solicitation in violation of any applicable rules, regulations, or laws or otherwise interferes with the proper working of the Teamflect Products or Service Network; or

• otherwise violates the terms of these Terms.

7.8

We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.

7.9

By creating, posting, uploading, or linking User Material, you grant Us a limited, royalty-free, worldwide, transferable, sublicensable right and license to use, host, license, store, reproduce, display, transmit, adapt, publish, modify, copy and distribute such User Material and any derivative works created from such User Material (such as those resulting from changes we make so that your User Content works better with the Teamflect Products) in any media formats and through any media channels in connection with the Teamflect Products for the length of time that your purchasing Customer licensed the Teamflect Products (and any renewals of same). You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Teamflect and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.

7.10

Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Products or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products, you grant, and you represent and warrant that you have the right to grant, to Teamflect an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Teamflect has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Teamflect and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.



8. LINKS TO WEBSITES/HOME PAGE

8.1 Target uptime percentage

We may provide links to other websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for: (a) the availability of, (b) the privacy practices of, or (c) the content, advertising, products, goods or other materials or resources on or available from. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.

8.2 Achieved uptime percentage

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.



9. PRODUCTS DISCLAIMER

The information contained in the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Products or the information contained on the Products for any purpose. Any reliance you place on such information is therefore strictly at your own risk.



10. GENERAL TERMS

10.1 ASSIGNMENT

Teamflect may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.

10.2 INDEMNITY

You agree to defend, indemnify and hold Teamflect and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i) your negligent, reckless, or willful misuse of the Products, (ii) your placement or transmission of any message, content, information, software, or other submissions through the Products, (iii) any third-party claims of bodily injury, death, or damage to real or tangible personal property caused by your negligent or more culpable acts or omissions related to your use of the Products; or (iv) your breach or violation of the law or of these Terms. Teamflect reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Teamflect defense of such claim.

10.3 NO WARRANTIES

(a) YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (1) YOUR USE OF THE TEAMFLECT PRODUCTS IS AT YOUR OWN RISK. THE TEAMFLECT PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; (2) YOU HAVE NOT RELIED ON ANY STATEMENT, INFORMATION, OR ADVICE FROM OUR REPRESENTATIVES THAT WOULD BE DEEMED TO BE A WARRANTY OF THESE TEAMFLECT PRODUCTS OR FORM THE BASIS FOR ANY LIABILITY OF US; AND (3) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE AND OUR LICENSORS AND CONTRACTORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING THOSE CREATED BY COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OF TRADE, AND WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) NEITHER WE NOR OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY THAT: (1) THE TEAMFLECT PRODUCTS OR YOUR USE THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE; (2) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE TEAMFLECT PRODUCTS WILL BE ACCURATE OR RELIABLE; (3) THE TEAMFLECT PRODUCTS WILL MEET YOUR REQUIREMENTS; OR (4) THE TEAMFLECT PRODUCTS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

(c) FURTHERMORE, YOU UNDERSTAND THAT YOUR USE OF THE TEAMFLECT PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICES AND FOR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF SUCH CONTENT FROM THE TEAMFLECT PRODUCTS. WE DO NOT PROVIDE ANY WARRANTY OR GUARANTEE AS TO THE ACCURACY, PERFORMANCE, COMPLETENESS, OR SUITABILITY OF THE INFORMATION AND MATERIALS FOUND OR OFFERED BY THE TEAMFLECT PRODUCTS. YOU ACKNOWLEDGE THAT SUCH INFORMATION AND MATERIALS MAY CONTAIN INACCURACIES OR ERRORS AND WE EXPRESSLY EXCLUDE LIABILITY FOR ANY SUCH INACCURACIES OR ERRORS TO THE FULLEST EXTENT PERMITTED BY LAW. WE DO NOT GUARANTY OR WARRANT THAT ANY CONTENT YOU MAY STORE OR ACCESS THROUGH THE TEAMFLECT PRODUCTS WILL NOT BE SUBJECT TO INADVERTENT DAMAGE, LOSS OR REMOVAL.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10.4 NO WAIVER

If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.

10.5 FORCE MAJEURE

We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

10.6 ELECTRONIC COMMUNICATIONS

(a) Applicable laws require that some of the information or communications we send to you should be in writing. When using the Products, you agree to transact with us electronically, and that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Products. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

(b) In order to retain a copy, please select “Print,” and select the appropriate printer. If you do not have a printer, you can copy the text and the underlying agreement(s) and paste them into a new document in a word processor or a text editor on your computer and save the text.

(c) We reserve the right, in our sole discretion, to discontinue the provision of your electronic communications, or to terminate or change the terms and conditions on which we provide electronic communications. We will provide you with notice of any such termination or change as required by law.

10.7 NOTICES

Unless otherwise specifically indicated, all notices given by you to us must be given to Teamflect at [email protected] . We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in section 12.6 above. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving the service of any notice via email, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.

10.8 LIABILITY

(a) We will use reasonable endeavors to remedy faults in the Products. If we fail to comply with these Terms, your sole and exclusive remedies and our entire obligation and liability to you will in no circumstances exceed the actual amount paid by you for the Products in question. In addition, we will not be liable for:



• (i) Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).

• (ii) Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing, using or downloading from the Products, or from transmissions via emails or attachments received from us.

• (iii) Any use of websites linked to the Products but operated by third parties.

(b) To the fullest extent permitted by law, Teamflect and its affiliates, suppliers, clients or licensors (collectively, the “protected entities”) shall not be liable for any consequential, incidental, special, exemplary or punitive damages or losses, whether direct or indirect, arising from or directly or indirectly related to, the use of, or the inability to use, the products or the content, materials and functions related thereto, your provision of information via the products, or lost business or lost sales, or any errors, viruses or bugs contained in the products, even if such protected entity has been advised of the possibility of such damages. In no event shall the protected entities be liable for or in connection with any content posted, transmitted, exchanged or received by or on behalf of any user or other person or throughout the products. In no event shall the total aggregate liability of the protected entities to you for all damages, losses and causes of action (whether in contract or tort, including but not limited to, negligence or otherwise) arising from these terms of use or your use of the products exceed, in the aggregate, the actual amount, if any, paid by you to Teamflect for your use of the products in question.

10.9 DISPUTE RESOLUTION

If Teamflect and Customer or a User have a misunderstanding or disagreement, both parties agree to meet to try and work it out in good faith. While the parties hope they can work it out between themselves, in the event they cannot, then parties agree that the laws of the England & Wales will apply without regard to any conflict of laws principles. Additionally, Customer or User agrees that any action at law or in equity arising out of or relating to these Terms or the Teamflect Products shall be filed only in the courts of England & Wales and Customer hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any such action.

10.10 SEVERABILITY

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

These Terms are effective and were last updated on October 12, 2023.

Teamflect LTD 284 Chase Road, A Block 2nd Floor, London, United Kingdom, N14 6HF