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Terms of Service

SHOULD ANY DISPUTE ARISE CONCERNING THE TERMS OF THIS AGREEMENT THE PARTIES WILL SUBMIT THE DISPUTE TO ARBITRATION PROCEEDINGS PURSUANT TO S.C. CODE ANN. §15-48-10, ET SEQ., AS MODIFIED HEREIN

 

Terms of Service for Teamphoria

 

ACCEPTANCE OF TERMS

These Terms of Service (“Terms”) govern access to and use of the Teamphoria (“TEAMPHORIA”) website, and any subscription-based products, software, data feeds, and services provided on, from or through the TEAMPHORIA website and/ or any application website or mobile application that contains a link to these Terms (collectively, the “Service”). The terms “Subscriber,” “you” and “your” refer to each individual or entity that has entered into a Subscription Agreement with TEAMPHORIA. The “Subscription Agreement” shall consist of these Terms, any policies, guidelines or rules applicable to the Service and posted on the TEAMPHORIA website, including but not limited to TEAMPHORIA’s Privacy Policy (“Privacy Policy”), and Subscriber’s purchase order (“Purchase Order”) containing transactional rates and certain other terms and conditions related to Subscriber’s TEAMPHORIA subscription (“Subscription”), which are incorporated herein by reference.

“Authorized User” refers to an employee, shareholder, member, partner, agent or contractor whom the Subscriber has expressly identified in the Subscription Agreement for purposes of registering an account (as described below) and who accesses the TEAMPHORIA website via a mobile device, laptop computer, smart TV, desktop computer, tablet computer or other similar device (each a “user device”). Any reference to “Subscriber,” “you,” or “your” in these Terms shall be construed as including both Subscriber and each of its Authorized Users, such that all obligations of the Subscriber shall be equally binding upon and enforceable against each Authorized User. Subscriber shall be responsible and liable for all acts and omissions of its Authorized Users in connection with their use of the Service and the Content and their compliance with the Subscription Agreement and applicable law.

You acknowledge that TEAMPHORIA, in its sole discretion, may update or modify these Terms, the Privacy Policy, and/or any other posted policies, guidelines or rules from time to time without notice to you. Your continued use of the Service will be deemed consent and agreement to such updates and/ or modifications. If you do not wish to agree to these Terms, do not use the Service.

 

DESCRIPTION OF SERVICE

The Service enables an Authorized User to recognize, communicate, vent, and evaluate with other Authorized Users creating User Content made available on the Service. “Content” includes any text, graphics, information and other materials you may view on, access through, or submit to the TEAMPHORIA website or the Service. Content that is submitted into the Service by an Authorized User is also referred to herein as “User Content,” and all other Content of the Service and the TEAMPHORIA website is referred to herein as “TEAMPHORIA Content.”

 

SUBSCRIBER SYSTEMS

Subscriber is responsible for (i) procuring, installing, and maintaining at its expense, all necessary hardware, software, electrical and other physical requirements to use the Service via the Internet, including, without limitation, all devices, programs, hardware, software Internet access and telecommunications services (collectively, “Subscriber Services”); (ii) complying with all laws, rules and regulations related to the Subscriber Systems; and (iii) keeping user names and passwords secret and confidential, and, for any communications or transactions that are made, using the same.

 

AUTHORIZED USER IDS AND PASSWORDS; USER ACCOUNTS

  1. User IDs and Passwords. Subscriber acknowledges and agrees that each Authorized User ID (“User ID”) may only be used by the Authorized User to whom TEAMPHORIA assigns it and may not be shared with or used by any other person, including another Authorized User. Subscriber is solely responsible for maintaining the confidentiality of all User ID(s) and password(s) giving access to the Service, and is fully responsible for all activities that occur under User ID(s) and password(s). Subscriber agrees to notify TEAMPHORIA immediately of any unauthorized use of any User ID or password. Continued failure by Subscriber or any Authorized User to maintain User ID or password security may result in the suspension of use of the Service or termination of the Subscription Agreement, to be determined by TEAMPHORIA in its sole discretion.
  2. User Accounts.
    • Eligibility. You may use the Service only if you can form binding contract with TEAMPHORIA and are not a person barred from receiving the Service or similar services under the laws of the United States or other applicable jurisdictions. If you are accepting these Terms and using the Service on behalf of a company, organization, government or other legal entity, you represent and warrant that you are authorized to do so. You may use the Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
    • Registration. To access and/ or use the Service, you must register an account and agree to the following in connection therewith:
      • As an Authorized User, you must be at least 13 years of age;
      • You must provide your legal full name, a valid email address, and any other information requested in order to complete the account registration process (“Registration Data”). You further agree to use commercially reasonable efforts to maintain and promptly update the Registration Data to keep it accurate, current and complete.
      • You must accept emails (or other electronic communications) from TEAMPHORIA at the email address provided in your Registration Data. Except as otherwise provided in these Terms, you further agree that TEAMPHORIA may provide any and all notices, statements, and other communications to you through either email or posting on the Service;
      • Your login User ID and password may be used only by one person – a single login shared by multiple people is not permitted.
      • You are responsible for maintaining the security of your User ID and password. TEAMPHORIA cannot be liable for any loss or damage from your failure to comply with this security obligation.
      • You are responsible for all Content posted and activity that occurs under your account.
 

LIMITED LICENSE

Subject to the terms and restrictions contained in and the Subscription Agreement and applicable law, TEAMPHORIA grants you a limited personal, universe-wide, non-exclusive, non-assignable, non-sublicensable and non-transferable right to access, use and display the Service during the term of the Subscription Agreement, solely for the purposes expressly identified in the Subscription Agreement. You must retain intact all copyright, trademark, proprietary and other notices in these permitted activities. Any unauthorized use, copying, duplication, distribution, transmission, preparation of derivative works, reuse, reproduction, publishing, license, sublicensing, transfer, sale, rental, translation or other use of any Content or the Service without the express permission of TEAMPHORIA or the applicable Content owner or licensor, as the case may be, is expressly forbidden, and you so agree. You acknowledge that you may not sublicense, transfer, sell, rent or assign the Subscription. Subscriber shall not permit anyone other than an Authorized User to have access to or use of the Service. Any attempt to sublicense, transfer, sell, rent or assign the Subscription is null and void.

You agree that unless explicitly stated otherwise by TEAMPHORIA, any new products, software, data feeds, services, features, enhancements or additions or deletions to the Service are subject to these Terms. TEAMPHORIA may also impose limits on your account to certain features or restrict your access to parts of the Service without notice or liability.

 

TEAMPHORIA CONTENT

The TEAMPHORIA Content on or displayed via the Service, including but not limited to the letters and service marks, the TEAMPHORIA logo and trade name, other TEAMPHORIA logos and titles, and registered and unregistered trademarks (“trademark” as used herein includes service marks), is protected under United States copyright, trademark and/or other intellectual property laws. Unauthorized use of the TEAMPHORIA Content may violate applicable copyright, trademark, intellectual property, and other laws (some of which provide criminal remedies). You may not sell or modify the TEAMPHORIA Content or the Service or reproduce, display, distribute, or otherwise use the TEAMPHORIA Content in any way for any unlawful purpose, and are prohibited from adapting the HTML code, Cascading Style Sheets, JavaScript, Images, or other assets that TEAMPHORIA creates to generate pages in connection with the TEAMPHORIA website or Authorized User interfaces. You shall not display, disparage, dilute, or taint our trademarks or use any confusingly similar marks or names, or use our marks in such a way that would misrepresent or cause confusion as to who the proper owner of such mark is.

 

USER CONTENT

Subscriber and each of its Authorized User(s) may submit User Content to the Service. Subscriber shall be solely responsible for all User Content submitted by its Authorized User(s) and the consequences of submitting and publishing such User Content on the Service, including re-publication by others. You affirm, represent and warrant that you own or have the necessary licenses, rights, consents and permissions to publish any User Content that you submit. You further affirm, represent and warrant that the User Content you submit to the Service will not contain any Prohibited Content.

 

CONFIDENTIALITY

  1. Confidential Information. You agree to 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 TEAMPHORIA prior to or at the time of such disclosure (“Confidential Information”). For all purposes herein, TEAMPHORIA claims, and you acknowledge, that the following shall be Confidential Information of TEAMPHORIA: the Service, the TEAMPHORIA Content, and any source code, technical information, and written documentation created, developed, modified, customized or released by TEAMPOHORIA in connection therewith. You shall not disclose any Confidential Information to a third party, other than your consultants, attorneys, advisors, and Authorized Users, without the prior written consent of TEAMPHORIA, except as required by law. Your obligation to treat documents, materials and other information as Confidential Information shall not apply to any information which (i) you can demonstrate was already lawfully in its possession prior to the disclosure thereof by TEAMPHORIA; (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 your own; (iv) is later lawfully acquired by you 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 you receive a request to disclose all or any part of TEAMPHORIA’s Confidential Information under the terms of a subpoena or other order issued by a court of competent jurisdiction, you will (i) promptly notify TEAMPHORIA 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 you are advised by counsel is legally required to be disclosed; and (iii) cooperate with TEAMPHORIA, at its expense, in its efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to that potion of such Confidential Information that is required to be disclosed.
  3. Return of Confidential Information. Except as specifically permitted otherwise in this paragraph, at the request of TEAMPHORIA, you shall promptly return to TEAMPHORIA all Confidential Information made available by TEAMPHORIA or its representatives to your or your representatives, including all copies, reproductions, notes, extracts, compilations and repositories thereof created by either party. Upon the prior written consent of TEAMPHORIA, you may destroy TEAMPHORIA’s Confidential Information in lieu of returning such Confidential Information as provided above; provided, however, that such destruction shall be certified in writing to TEAMPHORIA by the Receiving Party. Notwithstanding the foregoing, Subscriber 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, Subscriber agrees to permanently delete them.
 

PROHIBITED CONTENT

TEAMPHORIA may remove or block any User Content identified in the Prohibited Content list below as well as any User Content similar to the Prohibited Content list. However, TEAMPHORIA undertakes no obligation to remove or block this User Content. “Prohibited Content” includes, but is not limited to, any User Content that:

  • Contains any third party copyrighted material, or material that is subject to other third party proprietary rights, unless Authorized User has permission from the owner of the material;
  • Contains a virus, Trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;
  • Solicits any personal information or passwords from any other Authorized User for any use;
  • Contains offensive subject matter, violence, or nudity including content that exploits anyone in a violent or sexual manner and any content that harasses or promotes harassment of another individual or group;
  • Contains content promoting physical harm of any kind against any one person or group;
  • Contains offensive contents promoting hatred, racism, bigotry of any kind against any one person or group;
  • Provides personal information, to include email addresses, telephone numbers, full names, or physical addresses, without that individual’s expressed consent;
  • Contains links to any adult websites;
  • Misleading information known to be false;
  • Promotes illegal activities, abusive conduct or any other activity deemed to be threatening, libelous, obscene, or defamatory;
  • Contains any attempt for “spamming” or unsolicited mass media contact; or
  • Promotes unapproved commercial enterprises to include unapproved advertising, criminal activity, instructional information concerning illegal activities, contests, or sweepstakes.
 

RESTRICTIONS

  1. No Illegal Use. You may not use the Service to transmit, distribute, store or destroy any Content (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.
  2. Information Security. You are prohibited from violating or attempting to violate the security of any part of the Service, including, without limitation, (a) gaining attempting to gain access to any account, data, Service, or information for which you are not authorized, (b) attempting to penetrate a system, network, or application by probing, “phishing,” scanning or testing the vulnerability of the system or network or to breach security or authentication measures without proper authorization, (c) engaging or attempting to engage in a denial of service attack on any part of the Service for the purposes of causing any part of the Service to become impaired or inoperable, or interfering with the availability of the Service to any Authorized User through techniques including without limitation, uploading malicious software (e.g., a virus, worm, Trojan horse, “logic bomb,” etc.), “packet flooding”, “spoofing,” “spamming”, “mailbombing” or “crashing”, (d) sending unsolicited e-mail, including promotions and/or advertising of products or Service, or (e) forging any packet content or any part of any e-mail or posting. Violations of system or network security may result in civil or criminal liability. Any occurrences that may involve such violations are subject to investigation by TEAMPHORIA and law enforcement authorities in prosecuting any suspected violator.
  3. Specific Prohibited Uses. TEAMPHORIA specifically prohibits any use of the Service, and you agree not to use the Service for, any of the following:
    • To take any action that imposes an unreasonable or disproportionately large load on the Service or equipment on which the Service are hosted;
    • To attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service;
    • To frame or link to the Service or any Content or information relating thereto without prior express written permission from TEAMPHORIA;
    • To collect information about other Authorized Users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications, or for any other purpose not explicitly authorized by TEAMPHORIA;
    • To falsify, conceal, or modify information identifying yourself or another Authorized User, including Internet Protocol header information;
    • To stalk, threaten, harass or exploit any User or other person, whether in a cyber environment or in the real world; or
    • To use the Service to solicit or advertise any products or Service without the express prior written consent of TEAMPHORIA.
 

NOT RESPONSIBLE FOR OFFENSIVE USER CONTENT

TEAMPHORIA acts as a passive conduit for the online distribution and publication of User Content submitted by and between/ among Subscriber and its Authorized User(s), has no obligation to screen communications or information in advance, and is not responsible for screening or monitoring User Content or submissions posted by Subscriber or its Authorized User(s). TEAMPHORIA takes no responsibility and assumes no liability for any User Content that you or any third party submits or publishes on the Service. If TEAMPHORIA is notified or otherwise becomes aware of any User Content, which allegedly does not conform to the Subscription Agreement or is abusive, illegal, or disruptive, TEAMPHORIA may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of the User Content (“Offensive Content”), suspend Subscriber’s or any such Authorized User’s use of or access to the Service, or disable or discontinue communications with the Service via which the the Offensive Content was submitted. In the event TEAMPHORIA determines, in its sole discretion, that a violation of the Subscription Agreement has occurred, TEAMPHORIA reserves the right to expel any Authorized User to prevent further access to the Service, issue warnings to Subscriber, or terminate or suspend the Subscription Agreement. TEAMPHORIA further reserves the right to remove, erase or overwrite Offensive Content or any information in connection therewith. TEAMPHORIA may take any action at any time with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes it may create liability for TEAMPHORIA, harm any other Authorized User or may cause TEAMPHORIA to lose (in whole or in part) the services of its Internet Service Providers (“ISPs”), Application Service Providers (“ASPs”), or other suppliers.

 

RESERVATION OF RIGHTS

Notwithstanding anything to the contrary contained in the Subscription Agreement:

  • TEAMPHORIA shall have the right, but not the obligation, in its sole discretion, to pre-screen, refuse, move, or delete any User Content that violates the Subscription Agreement or is otherwise objectionable.
  • TEAMPHORIA shall have the right to monitor the TEAMPHORIA website and the Service electronically from time to time to assess and disclose any information, as required by any law or regulation, in order to operate its systems properly or to protect itself or other subscribers, provided that TEAMPHORIA shall provide Subscriber prior notice of any such disclosure. TEAMPHORIA shall fully cooperate with law enforcement authorities in investigating suspected violators;
  • TEAMPHORIA shall have the right to enhance, add to, withdraw or otherwise alter the Content, the Service and/ or the functionality within the Service without notice.
 

RELEASE OF LIABILITY

Because authentication on the Internet is difficult, TEAMPHORIA cannot and does not confirm that each Authorized User is who such person claims to be or that their Registration Data is truthful, complete, or accurate. TEAMPHORIA facilitates an exchange of information, which Subscriber authorizes between/ among its Authorized Users. You access or use the Service and take any action concerning the transmission of your Registration Data or other User Content as your voluntary action for which you are exclusively responsible. There is always a certain risk when transmitting such information over the Internet or some other public or proprietary network, and you assume such risk by submitting information to the Service and by making or authorizing transmission to others. If you are a California resident, you waive, to the fullest extent permitted by applicable law, California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” TEAMPHORIA is under no legal obligation to, and generally does not, control the User Content provided by other Authorized Users or entities, which is made available through the Service. By its very nature, User Content posted or communicated by other Authorized Users may be offensive, harmful, inaccurate, or incorrect, and in some cases may be mislabeled or deceptively labeled. You agree to use caution and common sense when using or accessing the Service.

 

WARRANTY DISCLAIMER

YOU AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE SERVICE AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, TEAMPHORIA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF, INCLUDING BUT NOT LIMITED TO, (1) ANY WARRANTIES OF TITLE INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND (2) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY AND COMPLETENESS OF THE CONTENT OR THE SERVICE.

TEAMPHORIA MAKE NO WARRANTIES OR REPRESENTATIONS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES OR INACCURACIES OF CONTENT, (2) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE AND/OR ANY AND ALL PERSONAL AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT SUBMITTED, POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. TEAMPHORIA DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE. YOU SPECIFICALLY ACKNOWLEDGE THAT TEAMPHORIA IS IN NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY AUTHORIZED USER OR OTHER THIRD PARTY AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

 

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL TEAMPHORIA, ITS OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AFFILIATES, CO-BRANDERS, PARTNERS OR TEAMPHORIA CONTENT PROVIDERS BE LIABLE FOR ANY DIRECT (IN EXCESS OF THE LIMITATION OF LIABILITY HEREINAFTER PROVIDED), INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS, DATA, OR USE) IN ANY WAY DUE TO, ARISING OUT OF OR RELATING TO THE SERVICE, THE CONTENT, OR THE SUBSCRIPTION AGREEMENT, WHETHER BASED ON BREACH OF WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TEAMPHORIA IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE, CUMULATIVE LIABILITY OF TEAMPHORIA FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY SUBSCRIBER FOR THE SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

 

INDEMNITY

You agree, to the fullest extent permitted by applicable law, to forever hold harmless, defend and indemnify TEAMPHORIA, its members, managers, directors, officers, shareholders, other affiliated persons or entities, employees, contractors, co-branders, partners, agents and other Content providers (“Indemnified Parties”) from and against any and all loss, cost, claims, liabilities, damages, disputes, and expenses, including court costs and attorneys’ fees, related to (i) your violation of the Subscription Agreement or any information, software, files, messages or other Content submitted to or made available on the Service, (ii) your use of and/ or access to the Service, (iii) your violation of any third party right, including without limitation any copyright, property or privacy right, or (iv) any claim that your User Content caused damage to or infringes the intellectual property or privacy or other rights of a third party. The Indemnified Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide defense to the Indemnified Parties in that matter, but shall remain responsible to reimburse TEAMPHORIA and each Indemnified Party for its defense expenses. This section shall survive the termination or cancellation of the Subscription Agreement or any termination or suspension of your use of or access to all or any aspect of the Service.

 

FEES AND PAYMENT; AUDITS

Some of the Service may require payment of fees. All Service fees are stated in U.S. dollars. Subscriber shall pay all applicable fees, as described in the Subscription Agreement, and any related taxes or additional charges. All fees are non-refundable unless expressly stated otherwise in the Subscription Agreement. All fee-based Services and virtual goods are provided “AS IS” with no warranties of any kind. You understand and agree that the payment for virtual goods grants you a limited license to use the virtual goods as specified on the Service.

In addition to any other rights granted to TEAMPHORIA herein, TEAMPHORIA reserves the right to suspend or terminate the Subscription Agreement and Subscriber’s access to the Service if Subscriber’s account becomes delinquent. Subscriber will be obligated to pay the balance due on account. Subscriber agrees that TEAMPHORIA may charge such unpaid fees and charges to Subscriber’s credit card or ACH. If Subscriber fails to comply with payment schedule, Subscriber will have 30 days to cure payment delinquency before TEAMPHORIA may exercise the right to suspend or terminate the Subscriber’s account. TEAMPHORIA reserves the right to go to collections for any outstanding amounts. TEAMPHORIA may change its prices at any time but will provide you reasonable notice of any such changes by posting the new prices on the Service and by sending you email notification. If you do not wish to pay the new prices, you may cancel the Service prior to the change going into effect. If both TEAMPHORIA and Subscriber have mutually agreed to pricing in Purchase Order for the Service, that document will control the price to be paid.

TEAMPHORIA may audit electronically or otherwise, with or without notice to Subscriber, the number of Authorized Users which utilize or access the Service, as well as the use and location of such Authorized Users. In the event that the number of users is found to be greater than the number licensed, Subscriber will be invoiced for the additional required licenses at TEAMPHORIA’s then-current rates for all fees due, as of the date that each unauthorized access commenced. In addition, Subscriber shall be charged interest at an annualized rate of eighteen percent (18%) of the unpaid fees calculated beginning with the date that the unlicensed access was obtained through the date of payment by the Subscriber, it being understood that Subscriber shall have five (5) business days from the date which TEAMPHORIA provides written notice to Subscriber to provide written notice to TEAMPHORIA that Subscriber is in good faith disputing the audit results (the “Audit Review Period”) and shall have an additional period of ten (10) business days commencing immediately upon the conclusion of the Audit Review Period to resolve any outstanding dispute (the “Audit Resolution Period”) of the audit results, acting reasonably. The parties agree that during the Audit Review Period and the Audit Resolution Period that no interest shall accrue on any disputed amounts.

 

GENERAL PROVISIONS

The Subscription Agreement is governed by and shall be construed and interpreted in accordance with the laws of South Carolina, regardless of conflict of law principles, and the parties irrevocably and unconditionally submit to the exclusive jurisdiction and venue of the state and federal courts in and for South Carolina. The Subscription Agreement constitutes the entire agreement between you and TEAMPHORIA with regard to its subject matter, supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between you and TEAMPHORIA, whether oral or written, and there are no other agreements, representations, warranties, or commitments which may be relied upon by either party. Neither you nor TEAMPHORIA shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or similar force majeure events. If a court of competent jurisdiction finds any provision hereof invalid or unenforceable, that provision will either be amended to achieve as nearly as possible the intent of the parties, or if amendment is not possible the offending provision shall be deemed struck, and the remainder of the Subscription Agreement will remain in full force and effect. The captions and headings in the Subscription Agreement are for convenience only and shall not affect the construction and interpretation of any provision of the Subscription Agreement.

 

ARBITRATION

The parties agree that any claim, dispute, or controversy arising out of or relating to the terms and conditions of the Subscription Agreement, that cannot otherwise be resolved in good-faith negotiations, shall be resolved in accordance with South Carolina’s Uniform Arbitration Act. The parties shall mutually agree on the selection of one arbitrator who is unrelated to either party. All arbitration proceedings shall take place in the Charleston, South Carolina area. The arbitrator’s costs shall be borne equally by both parties, and each party will be responsible for its own costs associated with preparation, discovery, and additional expenses to prosecute or defend an arbitration claim. The prevailing party in the arbitration proceeding will be entitled to recover its reasonable costs and attorney’s fees, in addition to any other relief granted as determined by the arbitrator. The arbitrator shall be bound by the express sections of the Subscription Agreement in deciding any arbitration claim. The arbitrator’s decision shall be final.

 
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