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For more information about this change, please see this article. The previous version of this Agreement may be found here. This Agreement provides supplemental contract terms that are incorporated within our Terms of Service , but specifically applies to the use of Teams.
This Agreement is a legally binding contract between Client and mmhmm. In addition to the terms set forth in this Agreement, Client's use of Teams is governed by the then-current Terms of Service and then current Privacy Policy published on the mmhmm website. If there is any conflict between the Terms of Service and this Agreement, the terms of this Agreement shall govern with respect to matters relating solely to Teams Services.
Unless defined in this Agreement, capitalized terms have the meanings ascribed thereto in the Terms of Service. Corporate email domains. Additional Teams accounts may not be created with the same corporate email domain. Owner and Admin s. Members may also invite other individuals to become a Member. Suspension or termination of access. Admin Console recovery. Client acknowledges and agrees that, in the event of a Loss of Administration, mmhmm is authorized by this Agreement to use its discretion in determining whether to provide Owner or Admin credentials to an individual offering proof of authority to act on behalf of Client, and Client hereby waives any and all claims against mmhmm as a result of, or in any way relating to, such actions.
Removing or modifying Member, Admin and Owner privileges from individuals who no longer should be entitled to such privileges; and. Ensuring that any and all use of the Admin Console and the privileges of each Admin and Owner complies with this Agreement and applicable laws.
Acceptance of Terms by Members. Unauthorized use of account. Client will prevent unauthorized use of its account and User Content, and immediately terminate any unauthorized use of which it becomes aware.
Client will promptly notify mmhmm of any unauthorized use of or access to the mmhmm service of which it becomes aware. Third party requests. If mmhmm receives a Third Party Request, mmhmm will direct the third party to Client to pursue the Third Party Request, to the extent allowed by the law and by the terms of the Third Party Request.
Support and maintenance. Client will use commercially reasonable efforts to resolve any such support issues before escalating them to mmhmm. Data security. Notwithstanding the foregoing, Client is responsible for maintaining the security and confidentiality of Member accounts, including account credentials such as usernames and passwords. Client also acknowledges that all User Content stored by Client and its Members in the Services is done so at Client's and its Members' own risk.
Client is responsible for ensuring that it has backed up its User Content in the event of any loss of User Content stored in the Services. Confidential Information. Confidential Information is any information obtained from the other party that is designated as proprietary or confidential, or which would reasonably be understood to be confidential given the nature of the information and manner of disclosure.
Confidential Information does not include information publicly known through lawful means; information received from a third party without breach of confidentiality obligations; information known to the recipient prior to disclosure without confidentiality obligations; or information independently developed by the recipient.
Each party may only use Confidential Information to the extent necessary to exercise its rights and fulfill its obligations under this Agreement.
The recipient will use at least reasonable care to protect Confidential Information. Required disclosure. Confidential Information may be disclosed to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure, unless such notification is prohibited. Client may revoke this right at any time by sending an email to legal mmhmm. Client is responsible for managing credentials and providing updated payment information in order to ensure a continuing ability to manage the Client account.
Client understands that Client and its Members may lose access to the Client account, including User Content contained within it, if Client fails to provide timely payment. If Client is required by law to withhold any Taxes from its payments to mmhmm, Client must provide mmhmm with an official tax receipt or other appropriate documentation to support such payments.
This Agreement will continue in effect until the subscription is terminated, as described below. Client may cancel its Teams subscription within the Admin Console.
The subscription will remain active until its expiration date, after which point it will not renew, and the subscription will be terminated. Termination for breach. Notwithstanding the foregoing, i either party may terminate this Agreement immediately in the event of a material breach by the other party of its obligations under Section 3 and ii mmhmm may terminate this Agreement immediately in the event of a material breach by Client of its obligations under Section 2.
If Client terminates this Agreement for breach by mmhmm, Client's sole and exclusive remedy and the entire liability of mmhmm for such breach will be a refund of fees paid for the then-current subscription s by Client to mmhmm under this Agreement.
Effect of Termination. Please see the Refund Policy for more information. To the maximum extent permitted by applicable law, Client agrees to indemnify and hold mmhmm, its subsidiaries, affiliates, officers, agents, employees, licensors, contractors, and partners harmless from and against any and all liabilities, damages actual and consequential , losses and expenses including legal and other professional fees arising from or in any way related to i any Loss of Administration or ii claims a made by Members; or b made by any third party relating to Client's use of and Client's Members' use of any of the mmhmm Services in violation of this Agreement, the Terms of Service or applicable laws.
In the event of such claim, we will provide notice of the claim, suit or action to Client using the contact information we have for the account, provided that any failure to deliver such notice to Client shall not eliminate or reduce Client's indemnification obligation hereunder, except to the extent Client can establish that it was prejudiced by such failure.
Applicability of Arbitration Agreement. Client and mmhmm agree that all claims and disputes, arising out of or relating to these Terms or the use of the Services, that cannot be resolved in small claims court, will be resolved by binding arbitration on an individual basis in the English language.
A party who intends to seek arbitration must first send to the other, by certified mail or email, a written Notice of Dispute "Notice". The Notice to mmhmm should be addressed via email to legal mmhmm. The Notice must a describe the nature and basis of the claim or dispute; and b set forth the specific relief sought "Demand". If Client and mmhmm don't reach an agreement to resolve the claim within 30 days after the Notice is received, Client or mmhmm may commence an arbitration proceeding.
During the arbitration, the amount of any settlement offer made by Client or mmhmm shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Client or mmhmm is entitled. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision.
The arbitration will be conducted by a single neutral arbitrator. Authority of the Arbitrator. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of the arbitration provision. Unless Client and mmhmm agree otherwise, any arbitration hearings will take place in Los Angeles, California.
The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.
The award of the arbitrator is final and binding upon Client and mmhmm. Waiver of Class or Consolidated Actions. Waiver of Jury Trial. Client and mmhmm waive any constitutional and statutory rights to go to court and have a trial in front of a judge or jury.
Client and mmhmm are instead electing to have claims and disputes resolved by arbitration. Client may opt out of this Arbitration Agreement. To opt out, Client must notify mmhmm in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Client must email the opt-out notice to legal mmhmm. Small Claims Court.
Notwithstanding the foregoing, either Client or mmhmm may bring an individual action in small claims court. Exclusive Venue. To the extent that this Agreement allows Client or mmhmm to initiate litigation in a court, both Client and mmhmm agree that all claims and disputes whether contract, tort, or otherwise , including statutory claims and disputes, arising out of or relating to the Agreement or the use of the Services will be litigated exclusively in the United States District Court for the Central District of California.
If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the Superior Court of California, County of Los Angeles. Client and mmhmm consent to the personal jurisdiction of both courts. Choice of Law. The laws of the State of California US govern this Agreement, and any claims and disputes whether contract, tort, or otherwise arising out of or relating to this Agreement or its subject matter.
Any waiver must be provided in writing by the party waiving such rights. If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of this Agreement will remain in effect. This Agreement may not be supplemented or modified by Client unless in writing and agreed to by both parties.
Any notice required or permitted to be given hereunder shall be given in writing by personal delivery, by e-mail or by world-recognized courier delivery, as indicated below. The date upon which such notice is delivered shall be deemed to be the date of such notice. If to Client: At the email address es or mailing address for the then current Owner s for the account. Entire Agreement. This Agreement, together with the Terms of Service and Privacy Policy constitute the entire agreement between mmhmm and Client with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements and agreements.
Any terms and conditions in a Client-issued purchase order do not apply to this Agreement and are null and void. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.
The parties further agree that in the event such provision is an essential part of this Agreement, they will negotiate in good faith a replacement provision to replicate the intention of such provision to the maximum extent permitted under applicable law.
This Agreement shall inure to the benefit of and be enforceable by each of the parties and their permitted successors and assigns. Neither party shall assign this Agreement or any right or interest under this Agreement, nor delegate any obligation to be performed under this Agreement, without the other party's prior written consent. However this Agreement shall inure to the benefit of, and be binding upon, any legal successor to all or substantially all of the business and assets of either party, where such succession occurs in connection with a merger, sale of assets, corporate restructuring or otherwise by operation of law; and mmhmm reserves the right to assign this Agreement to any mmhmm affiliate or successor.
Client may request that mmhmm consent to an assignment of this Agreement in writing to legal mmhmm. If the changes include any material adverse changes to Client's rights or obligations and Client does not wish to continue using its Teams account, Client may terminate the Agreement by providing mmhmm written notice within thirty 30 days of being notified of the updated Agreement.
No Relationship. No agency, partnership, joint venture, or employment is created between the parties as a result of this Agreement.
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