Teamphoria Terms of Service

AI features generate suggestions, summaries, insights, and other outputs as decision-support. AI outputs may be inaccurate or incomplete and are subject to human oversight. You remain responsible for employment and other decisions, and you must not rely on AI output as the sole basis for any decision producing legal or similarly significant effects about an individual; a human must review and remain responsible for any such decision. You will use AI features only in compliance with applicable law, and you will not use the Service or its outputs to develop or train a competing product, model, or dataset.

Teamphoria does not use Customer Data or User Content to train its own or any third party’s general-purpose AI models.

User IDs and Passwords.Each Authorized User ID (“User ID”) may be used only by the Authorized User to whom Teamphoria assigns it and may not be shared. Subscriber is solely responsible for maintaining the confidentiality of all User IDs and passwords and for all activity that occurs under them, and must notify Teamphoria immediately of any unauthorized use. Continued failure to maintain credential security may result in suspension or termination, as determined by Teamphoria.

Eligibility and Registration. To access or use the Service, you must register an account and agree that:

• As an Authorized User, you must be at least 18 years of age.
• You will provide your legal full name, a valid email address, and any other requested information (“Registration Data”), and will keep it accurate, current, and complete.
• You will accept emails and other electronic communications from Teamphoria at the address in your Registration Data.
• A single login may not be shared by multiple people.
• You are responsible for the security of your credentials and for all Content and activity under your account.

Subscriber and its Authorized Users may submit User Content to the Service. Subscriber is solely responsible for all User Content submitted by its Authorized Users and the consequences of submitting and publishing it. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to submit your User Content and that it contains no Prohibited Content.

You grant Teamphoria a limited, non-exclusive license to host, store, and process User Content solely to provide and support the Service. As stated in Section 3, Teamphoria does not use Customer Data or User Content to train its own or any third party’s general-purpose AI models.

Confidential Information.Each party agrees to treat in confidence all materials and information that are marked or confirmed as confidential, or that should reasonably be understood to be confidential (“Confidential Information”). You will not disclose Teamphoria’s Confidential Information to any third party, other than your consultants, attorneys, advisors, and Authorized Users who are bound by confidentiality obligations, without Teamphoria’s prior written consent, except as required by law.

Subpoena or Court Order.If you receive a request to disclose Teamphoria’s Confidential Information under a subpoena or court order, you will promptly notify Teamphoria, disclose only the portion legally required, and cooperate (at Teamphoria’s expense) in efforts to obtain protective treatment.

Return of Confidential Information.At Teamphoria’s request, you will promptly return or destroy all Confidential Information made available to you, including copies and derivatives.

No Illegal Use. You may not use the Service to transmit, distribute, store, or destroy Content in violation of any law, in a manner that infringes the intellectual-property or privacy rights of others, or that is defamatory, obscene, threatening, abusive, or hateful.

Information Security.You may not violate or attempt to violate the security of any part of the Service, including by gaining or attempting to gain unauthorized access to any account, data, or system, or by probing, “phishing,” scanning, or testing the vulnerability of any system or network without proper authorization.

Specific Prohibited Uses.You may not impose an unreasonable or disproportionately large load on the Service; decipher, decompile, disassemble, or reverse engineer any software comprising the Service; or use the Service to solicit or advertise products or services without Teamphoria’s prior written consent.

No Competing Use. You may not use the Service or its outputs to develop a competing product, model, or dataset.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER TEAMPHORIA NOR ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR PARTNERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, BUSINESS, DATA, OR USE) ARISING OUT OF OR RELATING TO THE SERVICE, THE CONTENT, OR THE SUBSCRIPTION AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT TEAMPHORIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TEAMPHORIA’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THE SUBSCRIPTION AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY THE SUBSCRIBER TO TEAMPHORIA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing exclusions and the cap do notapply to: (a) a party’s breach of its confidentiality obligations; (b) a party’s infringement or indemnification obligations under Section 14; (c) a party’s gross negligence or willful misconduct; (d) the Subscriber’s payment obligations; or (e) any liability that cannot be excluded or limited under applicable law.

By Subscriber.You will defend and indemnify Teamphoria and its affiliates from and against any third-party claims, and resulting losses, damages, costs, and reasonable attorneys’ fees, arising from your violation of the Subscription Agreement, your User Content, your use of the Service, or your violation of applicable law or any third-party right.

By Teamphoria.Teamphoria will defend the Subscriber against any third-party claim alleging that the Service, as provided by Teamphoria and used in accordance with the Subscription Agreement, infringes that third party’s intellectual-property rights, and will indemnify the Subscriber for amounts finally awarded against it or agreed in settlement. This obligation does not apply to claims arising from: (a) modifications to the Service not made by Teamphoria; (b) combination of the Service with products, services, or items not provided by Teamphoria; (c) use of the Service contrary to the documentation or the Subscription Agreement; or (d) Customer Data or User Content.

The indemnified party will promptly notify the indemnifying party of the claim, give the indemnifying party control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without its consent), and provide reasonable cooperation.

The Subscription Agreement is governed by the laws of the State of South Carolina, without regard to its conflict-of-law principles.

Binding Arbitration.Except for the carve-outs below, any claim, dispute, or controversy arising out of or relating to the Subscription Agreement or the Service that cannot be resolved through good-faith negotiation will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will be seated in Charleston, South Carolina, and is governed by the Federal Arbitration Act and, to the extent applicable, South Carolina’s Uniform Arbitration Act. The arbitrator’s decision is final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own costs of preparation and discovery; the prevailing party may recover its reasonable costs and attorneys’ fees as the arbitrator determines.

Class-Action and Jury-Trial Waivers. Disputes will be arbitrated only on an individual basis. To the fullest extent permitted by law, you and Teamphoria waive any right to participate in a class, collective, consolidated, or representative action, and waive any right to a jury trial.

Carve-Outs.The arbitration requirement does not apply to: (a) actions properly brought in small-claims court; and (b) claims for injunctive or other equitable relief to protect a party’s intellectual property or Confidential Information, which may be brought in the state or federal courts located in South Carolina. The state and federal courts located in South Carolina have jurisdiction only for these carve-outs and for actions to compel or enforce arbitration; all other disputes are subject to arbitration as set out above. The parties irrevocably submit to the jurisdiction and venue of those courts for these limited purposes.

Right to Opt Out. You may opt out of this arbitration agreement by sending written notice to legal@teamphoria.com or to the postal address below within 30 days after first accepting these Terms. The notice must state your name, account, and intent to opt out. If you opt out, disputes will be resolved in the state or federal courts located in South Carolina, and the class-action and jury-trial waivers will not apply to you. Opting out does not affect any other provision of these Terms.