Payment Terms for Teamphoria, Mobile Employee Engagement App

 

Welcome to Teamphoria. We developed Teamphoria as a platform to help organizations engage and empower employees for peak performance.

We have tried to draft these Payment Terms to be readable, If you have questions or want us to speak in plain english about any of the topics found here we will do our best at help.teamphoria.com!!! We love Teamphoria and helping teams work happy, but the lawyers tell us all this stuff is a good idea.

Subscriber of Teamphoria agrees to these Payment Terms (the “Payment Terms”), together with any other exhibits (including any schedules or attachments) attached hereto and incorporated herein by reference, and the terms of service (“Terms of Service”) and the privacy policy (“Privacy Policy”) posted on the Teamphoria website, www.teamphoria.com (“Website”), constitute the entire subscription agreement by and between Teamphoria and the Subscriber and are hereinafter collectively referred to as the “Subscription Agreement.” In the event of a conflict between or among these Payment Terms, the Terms of Service, and the Privacy Policy, the documents shall control in the following order: (1) the Terms of Service; (2) the Privacy Policy; and (3) these Payment Terms.

1. Definitions. Capitalized terms used but not otherwise defined herein shall the meanings ascribed thereto in the Terms of Service or Privacy Policy, as applicable.
   • “Service” collectively refers to the Website and the subscription-based product(s), software and/ or services made available at the Website are collectively known as the Service.
   • “Content” collectively refers to any and all information, including any text, graphics, and and/ or other materials, submitted to or made available through the Service. Content submitted to the Service by Subscriber or any Authorized User is referred to as “User Content,” and all other Content of the Service and Website is referred to as “Teamphoria Content.”
   • “Subscription” refers to the right granted by Teamphoria to Subscriber for a certain number of Authorized Users to access and use the Service and the Content, subject to the terms and conditions of the Subscription Agreement.
   • “Authorized User” refers to each employee, shareholder, member, partner, agent and/ or contractor of Subscriber authorized to access and use the Service and the Content.
   
   
2. Term; Termination.
   1. Term; Termination. The initial term of the Subscription Agreement shall commence on the Effective Date (as set by the first day of payment) and continue in effect until the subscription is cancelled by the Subscriber (the “Term”). Teamphoria may terminate the Agreement immediately upon notice to Subscriber in the event of a material breach of the Subscription Agreement by Subscriber. Subscriber shall remain liable for any unpaid fees through and following termination and shall remain obligated under all provisions that survive termination of the Subscription Agreement.
   2. Effect of Termination. Upon the termination of the Subscription Agreement for any reason, the Subscription and all rights granted to Subscriber and the Authorized User(s) in the Subscription Agreement are immediately revoked, including, without limitation, all rights to use the Service, any portion thereof, and any Teamphoria Content obtained through the Service.
   3. Survival of Terms. The provisions of the Subscription Agreement, which by their nature extend beyond termination (including without limitation those provisions relating to payment, indemnity, limitations of liability, and intellectual property), will survive termination or expiration of the Subscription Agreement.
   
   
3. Service Fees; Payment. Subscriber is responsible for payment of the Service fee(s) as described in Schedule 1 of these Payment Terms. Payment shall be due to Teamphoria within seven (7) days of the anniversary of the monthly or annual contract. The Subscriber grants Teamphoria the right to periodically charge the credit card on file for monthly or annual fees, auto renewing the subscription until cancelled by the Subscriber. The Subscriber may elect to deliver payment of the invoiced amount to Teamphoria at the address or pursuant to the instructions provided. All payments shall be made in U.S. dollars. Unless otherwise provided in the Subscription Agreement, the Service fees outlined in Schedule 1 do not include any taxes or other charges, such as shipping and delivery charges, duties, customs, tariffs, imposts, and government-imposed surcharges.
   
   
4. Confidentiality.
   1. Confidential Information. Each party (for purposes of this Section 4, the “Receiving Party”) agrees that it will treat in confidence all materials and other information, whether written or oral, that is appropriately marked as “Confidential” or that is confirmed as confidential in writing, by the other party (for purposes of this Section 4, the “Disclosing Party”) prior to or at the time of such disclosure (“Confidential Information”). For all purposes herein, Teamphoria claims, and Subscriber acknowledges, that the following shall be Confidential Information of Teamphoria: the Service, the Teamphoria Content, and any source code and written documentation created, developed, modified, customized or released by Teamphoria in connection therewith. Neither party shall disclose any Confidential Information to a third party, other than its consultants, attorneys, advisors, and in the case of Subscriber, its Authorized Users, without the prior written consent of the disclosing party, except as required by law. The obligation of each party to treat documents, materials and other information as Confidential Information shall not apply to any information which (i) the Receiving Party can demonstrate was already lawfully in its possession prior to the disclosure thereof by the disclosing party; (ii) is known to the public and did not become so known through any violation of a legal obligation; (iii) became known to the public through no fault of such party; (iv) is later lawfully acquired by such party from other sources; (v) is required to be disclosed under the provisions of any state or federal statute or regulation issued by a duly authorized agency, board or commission thereof; or (vi) is required to be disclosed by a rule or order of any court of competent jurisdiction.
   2. Subpoena or Court Order. In the event the Receiving Party receives a request to disclose all or any part of the Disclosing Party’s Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction, the receiving party will (i) promptly notify the disclosing party of the existence, terms and circumstances surrounding such a request; (ii) if disclosure of such Confidential Information is required, furnish only such portion of the Confidential Information as the Receiving Party is advised by counsel is legally required to be disclosed; and (iii) cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to that portion of such Confidential Information that is required to be disclosed.
   3. Return of Confidential Information. Except as specifically permitted otherwise in this Section 4.c., at the request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all of the Disclosing Party’s Confidential Information made available by the Disclosing Party or its representatives to the Receiving Party or its representatives, including all copies, reproductions, notes, extracts, compilations and repositories thereof created by either party. Upon the prior written consent of the Disclosing Party, the Receiving Party may destroy the Disclosing Party’s Confidential Information in lieu of returning such Confidential Information as provided above; provided, however, that such destruction shall be certified in writing to the Disclosing Party by the Receiving Party. Notwithstanding the foregoing, the Receiving Party may retain data or electronic records containing Confidential Information for the purposes of backup, recovery, contingency planning, or business continuity planning, so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary course of business and are not accessed except as required for backup, recovery, contingency planning, or business continuity purposes. If such data or records are restored or otherwise become accessible, Receiving Party agrees to permanently delete them.
   
   
5. Marketing; Use of Logo. Subscriber understands and agrees that Teamphoria may disclose on the Website and in its marketing materials, including advertising, case studies and brochures in printed, electronic, and online formats (“Marketing”), that it Subscriber is a subscribed user of the Service. For purposes of the foregoing, Subscriber hereby grants to Teamphoria a limited, non-exclusive, and perpetual license to use Subscriber’s name and logo in its Marketing.
   
   
6. Representation and Warranty. Each party represents and warrants to the other party that it has the full power to enter into the Subscription Agreement and to perform its obligations thereunder.
   
   
7. Assignment. Subscriber shall not assign or delegate any of its obligations under the Subscription Agreement without Teamphoria’s prior written consent. Teamphoria may, in its discretion, void any attempted assignment or delegation undertaken without Teamphoria’s prior written consent.