TEAM-ONE 

END USER LICENSE AGREEMENT

If you are purchasing the Team-One Services directly from BroadSoft, Inc., you have read and agreed to the payment and billing terms found at https://team-one.com/pricing, and this agreement ("Agreement") is between BroadSoft, Inc.  ("Service Provider") and you, the end user ("End User” or “You”). However, if You are purchasing the Team-One Services from a third party provider, this agreement is between that provider (“Service Provider”) and You.  

By ordering, purchasing, or using the services provided by Service Provider to End User ("Team-One Services" or “Services”), End User agrees to be bound by these terms and conditions. 

  1. TERMS AND CONDITIONS.  The terms and conditions stated herein are in lieu of and replace any and all terms and conditions set forth in any documents issued by End User, including, without limitation, purchase orders and specifications.  No waiver or amendment to this Agreement or these terms and conditions shall be binding on Service Provider unless made in writing expressly stating that it is such a waiver or amendment and signed by Service Provider.
  2. SERVICES.  
    1. Subject to this Agreement and the Documentation, Service Provider grants End User a non-exclusive, non-transferrable right to use the Team-One Services. “Documentation” means the documentation made available by Service Provider to End User relating to use of the Team-One Services.
    2. During the term of this Agreement, Service Provider will provide the Services, set forth in the order, sales quotation or other document or electronic order agreed by the parties that contains the quantities and prices of Services, and related fees (a “Service Order”), subject to the terms and conditions herein. Service Provider hereby grants End User access to the Services for End User's own internal business purposes.  Subject to the terms and conditions herein, Service Provider grants End User the right to use the Documentation in connection with its use of the Services.
    3. Service Provider may revise the Team-One Services, these terms and conditions from time to time without End User’s consent, and may subcontract with one or more third parties to provide the Team-One Services. 
    4. During the Term of this Agreement, Service Provider shall provide End User access to Service Provider’s Customer Support Services via the Team-ONE Service.  At all times such support systems, as applicable trouble ticket and trouble ticket logs shall remain the property of Service Provider.  
  3. TERM.  The term of this Agreement (the “Term”) begins on the date Service Provider begins providing the Services and is effective on a month-to-month basis thereafter. End User understands and acknowledges that this Agreement will only be binding on both Parties upon Service Provider’s activation of the Services.  
  4. TERMINATION.
    1. TERMINATION FOR CONVENIENCE. Either party may terminate the Agreement upon thirty (30) days' notice of termination to the other party. 
    2. IMMEDIATE TERMINATION. Service Provider shall be entitled, in good faith, and in its reasonable discretion, to suspend, terminate or change the Services without advanced notice for End User's material breach of the Agreement, suspected fraud or any misuse of the Services that adversely affects the Services, Service Provider, Service Provider's network or other End Users' use of the Services.  Service Provider may require, and if required, End User shall pay, an activation fee as a condition to changing or resuming a suspended or terminated account. 
    3. EFFECT OF TERMINATION ON FEES. Upon termination of this Agreement, in addition to any applicable charges under this Section, End User shall be responsible for the full monthly service fees for the month in which termination occurs, and any applicable usage charges through the effective date of termination. Expiration or termination of the Agreement does not alleviate End User of responsibility for paying all unpaid, accrued charges due hereunder.
  5. ORDER FULFILLMENT.  The Parties acknowledge that there are certain circumstances that may prevent Service Provider from being able to complete its order fulfillment obligations with respect to Team-One Services orders. Service Provider shall make a good faith effort to overcome obstacles that arise in its attempt to fulfill an order.  However, if Service Provider is unable to complete an order, Service Provider may cancel the order citing the reason(s) it is unable to fulfill it.
  6. USER CONTENT 
    1. “User Content” means any and all information and content that you submit to, or uses with, our Services (postings, projects milestones, documents, images, but excluding the Account Information). You are solely responsible for your User Content.  You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. Our Services allow you to share your User Content with others, so please be careful about what you share.  You hereby represent and warrant that your User Content does not violate these terms of service.  You may not state or imply that your User Content is in any way provided, sponsored or endorsed by us.  Although you retain ownership of your User Content, you acknowledge that the User Content may be accessed, copied, modified, or shared by other members in your group with which you share your information, and the Group Manager will have the ability to share and disseminate your User Content in any way that he/she/it so chooses.  Because you alone are responsible for your User Content (and not Service Provider), you may expose yourself to liability if, for example, your User Content violates these terms of service or applicable laws.  You can delete your User Content at any time, but please be aware that others who have accessed that deleted User Content may have already copied it if your original settings associated with that User Content permitted such copying or it was done by the Group Manager.  We will only delete your User Content and Account Information if you terminate the Services or we terminate the Services (as we discussed later).  While we regularly back-up all our users’ content and Account Information, we can’t provide any assurances that we can retrieve data that you have lost or deleted.  
    2. License. In order to enable us to operate the Services, we must obtain from you certain limited license rights to process your User Content so that technical actions we take in operating the Service are not considered legal violations.  Thus, you hereby grant, and you represent and warrant that you have the right to grant, to us and our affiliates and partners, an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content and Account Information, and to grant sublicenses of the foregoing, solely for providing the Services.  You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content and Account Information.
    3. Acceptable Use. 
      1. You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials or is otherwise objectionable; (iii) that is harmful to minors in any way as contemplated by any law, rule or regulation, including without limitation, the Child Online Protection Act and the Child Internet Protection Act; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
      2. In addition, you agree not to use the Services to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; (vi) harass or interfere with another user's use and enjoyment of the Services; (vi) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); or (vii) systematically aggregating, embedding or deep-linking content from your own web site, service or platform to the Services for commercial purposes without our  prior written consent.
      3. Enforcement. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion if you violate these terms of service or otherwise create liability for us or any other person. Such acts may include removing or modifying your User Content, terminating your account in accordance with these terms of service, and/or reporting you to law enforcement authorities.
      4. Feedback. If you provide us any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to us all rights in the Feedback and agree that we shall have the right to use such Feedback and related information in any manner we deem appropriate. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit any information or ideas that you consider to be confidential or proprietary.
  7. Third Party Sites.  The Services may provide links to other third party internet sites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and we do not endorse nor are we responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You agree that Service Provider is not responsible for: (a) the quality of third party products or services; and (b) fulfilling any of the terms of your agreement with any third party, including delivery of products or services and warranty obligations related to purchased products or services. You further acknowledge and agree that Service Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods, or services available on or through any third-party site or resource and understand that you bear all risks associated with the use of such third party content.
  8. Intellectual Property Rights.  End User hereby acknowledges and agrees that Service Provider and its licensors retain all intellectual property rights in or related to the Team-One Services, including, without limitation, all improvements thereto. End User has no right or license in such intellectual property other than as expressly stated herein. 
  9. BREACH.  In the event of End User's breach of the terms of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse Service Provider for all attorney, court, collection and other costs incurred by Service Provider in the enforcement of Service Provider's rights hereunder and Service Provider may keep any deposits or other payments made by End User.
  10. INDEMNIFICATION.   End User shall be solely responsible for, and shall indemnify and hold Service Provider free and harmless from any and all claims, suits, losses, expenses, liabilities and damages (including attorney's fees) arising out of the alleged acts or omissions of End User, its resellers, employees, servants, agents or any of them, including without limitation claims or damages arising out of any claims, warranties or representations which differ from the warranty and Services Documentation provided by Service Provider.
  11. REIMBURSEMENT IN CONNECTION WITH BREACH. In the event of End User's breach of the Agreement, including without limitation, failure to pay any sum due hereunder, End User shall reimburse Service Provider for all attorneys' fees and court, collection and other costs incurred by Service Provider in the enforcement of Service Provider's rights hereunder and Service Provider may keep any deposits or other payments made by End User.
  12. DISCLAIMER OF CONSEQUENTIAL DAMAGES.  In no event shall Service Provider or its vendors be liable for any special, incidental, indirect, punitive, or consequential damages or for any damages, including but not limited to loss of data, revenue, or profits, or arising out of or in connection with the use or inability to use Services provided hereunder whether due to breach of contract, breach of warranty, the negligence of Service Provider or its vendors or otherwise.
  13. WARRANTY AND LIMITATIONS.  Other than as expressly set forth in this Agreement, Service Provider makes no warranties, express or implied, including, but not limited to, any implied warranties of merchantability, non-infringement, or fitness for a particular purpose.  
  14. LIMITATIONS.
    1. AVAILABILITY. End User acknowledges and agrees that the Services will not be available 100% of the time.  Credit allowances for interruption of the Services shall not be provided.
    2. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOST OR DAMAGED DATA, LOSS OF USE OF THE SERVICE PROVIDER BUSINESS SERVICE OR CPE, LOSS OF PRIVACY, DOWNTIME OR COSTS OF SUBSTITUTE SERVICE) ARISING FROM SERVICE PROVIDER’S GRANT OR END USER’S USE OF THE SERVICE PROVIDER BUSINESS SERVICE, SERVICE PROVIDER SUPPORT SERVICES. 
    3. Limitation of Damages.  IN NO EVENT SHALL SERVICE PROVIDER’S LIABILITY UNDER THIS AGREEMENT ARISING FROM THE PROVISION OF THE TEAM-ONE SERVICES OR THEIR USE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT THAT END USER PAID TO SERVICE PROVIDER UNDER THIS AGREEMENT WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF SUCH CLAIM.  
  15. COMPLIANCE.  End User will obey all applicable laws and regulations when using the Team-One Services, End User agrees and will comply with the obligations set forth in the Documentation.  End User agrees to comply with U. S. export laws concerning the transmission of technical data and other regulated materials via the Services. End User agrees to comply with applicable local, state and federal regulations governing the locality in which the Services are used.
  16. SURVIVAL.  The provisions of section 6-15, 17-19 shall survive any termination of the Agreement.
  17. FORCE MAJEURE.  Service Provider shall not be liable for any delay in performance directly or indirectly caused by, or resulting from acts of God, fire, flood, accident, riot, war, terrorism, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other difficulties of Service Provider as may occur in spite of Service Provider's best efforts.
  18. GOVERNING LAW.  The Agreement and the relationship between End User and Service Provider shall be governed by the laws of the State of Maryland without regard to its conflict of law provisions. End User and Service Provider agree to submit to the personal and exclusive jurisdiction of the courts within the state of Maryland, to the extent possible in Montgomery County, and waive any objection as to venue or inconvenient forum. 
  19. ENTIRE AGREEMENT.  The terms and conditions of this Agreement, along with the rates constitute the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to the Services. This Agreement shall be binding upon the heirs, successors, and assigns of Service Provider and End User.