Terms and Conditions
Date of Last Revision: January 15, 2025
Introduction
These Terms and Conditions (“Terms”) together with the order form (the “Order”) in which these Terms are referenced and any documents referenced below (such as our Privacy Policy), copies of which are attached hereto, collectively constitute the “Agreement.” This Agreement governs the use of the TeamXP online platform designed to assist managers and team leaders to support, develop, and connect their teams and includes (but is not limited to) training and tools digital or physical related to leadership development, team assessments, and guided team building workshops (collectively, the “Platform”). This Agreement is a legally binding contract between TeamXP (“TeamXP”, “we”, “us”, or “our”) and the customer specified in the Order (referred to throughout the Agreement as “Customer,” “you” “your”, “yours” or “yourself”). By executing an Order, you acknowledge that you have read and understood the Agreement and agree to be bound by its terms. If you do not agree to be bound by the terms of the Agreement, you must not accept the Agreement or access or use the Platform.
IMPORTANT INFORMATION ABOUT THE CUSTOMER AND TEAM MEMBERS
Definitions and Applicability of Terms
As used in these Terms, “Customer” (also referred to as “you” or “your”) refers to either the individual signing up for the Platform or the organization the individual represents (e.g., their employer).
If signing up on behalf of an organization: If you register using a corporate email domain or otherwise enter into an order on behalf of a business entity or organization (e.g., to manage a team for your employer), the business entity or organization you represent is the Customer. By signing up on behalf of an organization, you represent and warrant that you have the necessary authority to bind that entity to this Agreement.
If signing up as an individual: If you are registering for personal use not affiliated with an organization, you, as an individual, are the Customer.
Team Structure and Usage
The Platform is designed to support a specific group of individuals collaborating as a Team. Each Team will have:
A Team Leader, is responsible for managing the Team and inviting members to join.
Team Members, who include the Team Leader and all invited individuals.
All Team Members’ use of the Platform is subject to these Terms.
Invitations and Ownership of Content
If you receive an invitation to join a Team as a Team Member:
Your use of the Platform will be governed by the Customer who purchased access to the Platform and initiated the invitation.
All materials, data, information, and other content you provide through the Platform will be owned by the paying Customer, as outlined in their agreement with us.
1. THE PLATFORM
1.1 License Terms. Specific details regarding your purchase of a license to use the Platform (such as cost, duration, and usage limitations) will be identified in the applicable Order. Once you purchase a license, we will provide you with the necessary information to access the Platform. Your license will commence on the Start Date specified in the Order and continue for the period outlined in the Order (“License Period”). You agree to use the Platform in accordance with the limitations specified in the Order, such as the authorized number of Teams or Team Members, if applicable.
1.2 Support. TeamXP will use commercially reasonable efforts to provide basic technical support for the Platform to Customer via email. We will respond to support inquiries (a) made via email within 24 hours, Monday through Friday, between the hours of 9:00 AM and 5:00 PM MST. You can make support inquiries at support@teamxp.co. Our Frequently Asked Questions page available at https://teamxp.co/support may address some of your questions.
1.3 Administrators. Enterprise customers may designate an individual to be the account administrator (“Administrator”). The Administrator will serve as the authorized representative of the Customer and will have certain permissions to set-up and manage the Platform.
1.4 Team Member Information
Definition and Scope: "Team Members" are defined as individual users explicitly invited by the Customer to access the Platform under a specific License. Team Members are limited to individuals who:
Are part of the Customer’s authorized Team as documented in the applicable Order.
Have received a direct invitation from the Customer to use the Platform as part of the Customer’s internal team collaboration.
Directly works with the Customer as a team member in a business, organization, or project.
Customer Responsibility for Team Member Management: The Customer is solely responsible for managing access to the Platform, including:
Inviting and de-provisioning Team Members.
Ensuring that all Team Members comply with these Terms.
Preventing unauthorized access, including prohibiting Team Members from sharing login credentials or redistributing Content.
The Customer agrees to:
Limit Team Members to those directly associated with the Customer’s business, organization, or project for which the License was purchased.
Enforce compliance with these Terms, ensuring that access and use are confined to the authorized Team Members as defined herein.
Notify TeamXP immediately of any suspected or actual unauthorized access or use of the Platform.
TeamXP’s Role and Data Storage: TeamXP does not store personally identifiable information provided by Team Members unless expressly outlined in the Privacy Policy. Customer acknowledges that:
TeamXP acts as a passive conduit for Team Member Information.
TeamXP reserves the right to monitor usage to ensure compliance with these Terms.
Data Protection: The Customer is responsible for obtaining all necessary permissions and consents for the lawful use, sharing, and transmission of Team Member Information. The Customer further agrees not to upload sensitive personal information to the Platform, as outlined in Section 2.3.
Breach of Terms: Unauthorized access, excessive Team Member additions, or redistribution of Platform Content will be considered a material breach of this Agreement, and TeamXP reserves the right to suspend or terminate access without refund.
2. USE AND RESTRICTIONS
2.1 Platform Use
License Grant: During the License Period and subject to these Terms, TeamXP grants the Customer and its authorized Team Members a non-transferable, non-exclusive, limited license to access and use the Platform solely for the Customer’s internal team collaboration purposes.
Team Member Restrictions:
The use of the Platform is strictly limited to the number of Teams and Team Members authorized in the Order.
“Team Members” are defined as individuals directly invited by the Customer to participate as part of the specific License. The Customer agrees that:
The Platform will not be shared with individuals or groups outside the authorized Team.
Team Members will not share login credentials or redistribute Content to unauthorized users.
Content Usage: All Content provided as part of the Platform, including but not limited to activities, articles, videos, and other materials (“Content”), is subject to the following:
Internal Use Only: Content may only be used for the benefit of the Customer and its authorized Team Members. Redistribution, sharing, or use beyond the authorized Team is prohibited without prior written consent from TeamXP.
Downloaded Content: If Content is available for download, it may only be used for the purposes explicitly stated in the Platform and under the specific License purchased. Such Content cannot be modified, distributed, or used for commercial purposes outside the scope of the License.
Customer Responsibilities: The Customer agrees to:
Prevent unauthorized access or use of the Platform.
Monitor usage to ensure compliance with these Terms.
Notify TeamXP promptly of any unauthorized use or security breach.
License Enforcement: TeamXP reserves the right to audit Customer’s use of the Platform to verify compliance with the License terms. Unauthorized use, including exceeding the number of authorized Team Members or Teams, will result in:
Immediate suspension or termination of access.
Additional fees or penalties to cover the excess usage.
Retention of Rights: Except for the limited license granted herein, all rights, title, and interest in and to the Platform and Content remain exclusively with TeamXP. No implied licenses are granted.
Prohibited Activities: The Customer and Team Members agree not to:
Reverse-engineer, decompile, or disassemble any part of the Platform.
Use the Platform to create competing products or services.
Share, sell, or sublicense access to the Platform.
Breach of any of these provisions constitutes a material violation of this Agreement, allowing TeamXP to pursue all remedies available, including immediate termination without refund.
2.2 Acceptable Use Policy. Customer and Team Members must comply with TeamXP’s Acceptable Use Policy, the current version of which is attached as Annex 1 (“Acceptable Use Policy”). Updates to this policy may be posted on our website, and material changes will be communicated to the Customer. However, updates will not materially alter limitations on liability, indemnities, warranties, or the Platform’s core functionality.
2.3 Team Member Information.
Responsibility: Customer is responsible for all Team Member Information uploaded, shared, or used on the Platform, including compliance with applicable laws, such as privacy and data protection regulations.
Prohibited Information: Customer agrees not to upload any sensitive personal information, including but not limited to:
Social Security Numbers, passport numbers, or other government-issued identifiers.
Financial information such as credit card or bank details.
Protected health information under HIPAA or similar regulations.
Age Restriction: The Platform is not intended for use by individuals under 16 years old. Customer must ensure all Team Members meet this age requirement.
2.4 License Restrictions
To ensure fair and appropriate use of the Platform, the Customer and its Team Members agree to the following restrictions:
Limited Scope of Use:
The Platform and its Content are licensed exclusively for the Customer’s internal team collaboration purposes as outlined in the applicable Order. Any use beyond this scope is strictly prohibited.
Access to the Platform is limited to the number of Teams and Team Members specified in the Order. Unauthorized expansion of Team Members or Teams is a violation of these Terms.
Prohibited Actions: The Customer and Team Members may not:
Share, resell, sublicense, or distribute access to the Platform or its Content to unauthorized individuals or groups, including contractors, affiliates, or external audiences without prior written consent from TeamXP.
Modify, copy, or create derivative works of the Content or Platform features.
Reverse-engineer, decompile, or disassemble any portion of the Platform.
Use the Platform to develop or support competing products or services.
Share login credentials with unauthorized individuals or otherwise facilitate access to unlicensed users.
Team Member Limitations: "Team Members" are strictly limited to individuals explicitly invited and documented as part of the Customer’s authorized Team. This definition excludes contractors, affiliates, or external audiences unless explicitly authorized by TeamXP.
Enforcement of Restrictions:
TeamXP reserves the right to monitor and audit Platform usage to ensure compliance.
If unauthorized use is detected, TeamXP may:
Suspend or terminate access to the Platform.
Impose additional fees or penalties to cover excess usage.
Pursue legal action for material breaches.
Acknowledgment of Responsibility: The Customer accepts full responsibility for ensuring that all Team Members comply with these restrictions and acknowledges that failure to do so may result in immediate termination of the License without refund.
2.5 Responsibility. TeamXP acts as a passive conduit for Team Member Information and does not actively monitor content. However, TeamXP reserves the right to:
Review and assess compliance with these Terms.
Request Customer to remove certain Team Member Information if necessary.
Suspend access or remove content directly if it violates these Terms, poses legal risks, or could harm TeamXP, the Platform, or other users.
2.6 Team Member Information Risks.
User-Generated Content: TeamXP is not responsible for the accuracy, appropriateness, or safety of Team Member Information. Customer and Team Members acknowledge the risks associated with sharing content through the Platform.
Privacy Risks: Unauthorized third parties could view or misuse information shared through the Platform, such as through screen viewing or unintended sharing of profiles. By using the Platform, Customer and Team Members accept these risks.
2.7 Third-Party Platforms.
Customer may enable third-party platforms to integrate with the Platform. However, any use of such platforms is at the Customer’s sole discretion and risk.
Data Sharing: If Team Member Information is shared with third-party platforms, TeamXP is not liable for the use, disclosure, or security of that information by third parties. Customer is solely responsible for understanding and managing these integrations.
2.8 Third-Party Content. TeamXP may provide access to third-party content through the Platform. Such content is provided “AS IS” without warranties of any kind. TeamXP disclaims any liability for the accuracy, reliability, or use of third-party content.
3. PAYMENT OBLIGATIONS
3.1 Fees. Customer agrees to pay for access to and use of the Platform as outlined in the applicable Order (“Fees”). All Fees must be paid in U.S. dollars and are non-cancelable and, except as expressly stated in these Terms, non-refundable. Fees are based on the specific terms of the Order, such as the number of Teams or Team Members authorized during the License Period. We may adjust Fees or introduce new fees at our discretion to account for changes in our offerings or business. However, any revised Fees will apply only to future Orders or renewals and will not affect previously purchased licenses. Payment processing for the Platform may be performed by third-party providers, such as SquareSpace Payments. For more information on SquareSpace’s security practices, visit https://www.squarespace.com/privacy.
3.2 Payment & Taxes. All Fees are due in advance of access to the Platform. Fees are exclusive of any taxes, levies, duties, or similar governmental charges, including but not limited to value-added, sales, use, or withholding taxes. Customer is responsible for paying all such taxes, except for taxes based on TeamXP’s net income.
3.3 New Services or Features. During the License Period, TeamXP may introduce new services, modules, or features not included in the purchased license. Customer may choose to purchase these additional offerings as they become available but is not obligated to do so.
3.4 Free Limited Access Member Accounts
Access and Eligibility:
TeamXP offers a free Member Account area, providing limited access to the Platform and periodically updating the content included within the limited access license.
Access is available to individuals who register for a Member Account and agree to these Terms.
TeamXP reserves the right to approve, deny, or terminate access to the Member Account area at its sole discretion.
Content and Usage:
Free content provided in the Member Account area is for personal, non-commercial use only and may not be redistributed, shared, or used for other purposes without prior written consent from TeamXP.
TeamXP does not guarantee the availability, accuracy, or frequency of updates to free content and may modify or discontinue the free content at any time without notice.
Account Security: Members are responsible for maintaining the confidentiality of their login credentials. TeamXP is not liable for unauthorized access to Member Accounts resulting from a member’s failure to safeguard login information.
Limitations:
Free Member Accounts are not eligible for support or additional features available to paid license holders.
TeamXP reserves the right to restrict or limit access to free content, including but not limited to geographic restrictions or content expiration.
Disclaimer of Liability for Free Content: Content provided through the Member Account area is offered “as is” without warranties of any kind. TeamXP disclaims any liability for errors, omissions, or reliance on the free content.
4. TERM AND TERMINATION
4.1 Agreement Term. This Agreement begins on the Start Date specified in the Order and continues for the duration of the 60-day License Period unless terminated earlier in accordance with these Terms.
4.2 No Automatic Renewal. TeamXP licenses are not automatically renewable. At the end of the 60-day License Period, access to the Platform will terminate unless the Customer purchases or renews the license. If the Customer wishes to continue using the Platform, a new Order must be executed.
4.3 Termination for Cause. Either party may terminate this Agreement with written notice to the other party if the other party materially breaches the Agreement, and the breach is not remedied within thirty (30) days of receiving written notice of such breach.
4.4 Effect of Termination. Upon termination or expiration of the Agreement:
All rights granted under the Agreement will immediately terminate, and the Customer and Team Members will lose access to the Platform.
No refunds will be issued for any portion of the License Period unless termination is due to a material breach by TeamXP.
If termination is due to Customer’s material breach, TeamXP may pursue any unpaid Fees for the remainder of the License Period.
4.5 Survival. The following sections will survive termination or expiration of this Agreement: Sections 3 (Payment Obligations), 4.4 (Effect of Termination), 5 (Intellectual Property), and any other provisions that, by their nature, should reasonably survive.
5. INTELLECTUAL PROPERTY
5.1 Ownership of TeamXP Materials. TeamXP owns all rights, title, and interest in and to the Platform and Content provided through it (collectively, the “TeamXP Materials”), including all related technology, updates, enhancements, upgrades, modifications, patches, workarounds, fixes, and derivative works.
Reservation of Rights: Except for the limited license granted to you under this Agreement, all rights in the TeamXP Materials, including intellectual property rights (e.g., patents, copyrights, trademarks, and trade secrets), are expressly reserved by TeamXP.
Licensed, Not Sold: Content provided through the Platform is licensed for your use and is not sold. This license does not grant any rights to resell or redistribute the Content in any form.
5.2 License to Team Member Information. By submitting or sharing Team Member Information on the Platform, Customer grants TeamXP a royalty-free, non-exclusive, sublicensable (as necessary for subprocessors), non-transferable (except as permitted under assignment), worldwide license to:
Use, host, store, reproduce, and modify Team Member Information to ensure proper functionality of the Platform.
Display, distribute, and publish Team Member Information solely to Team Members within the Customer’s team, as necessary to provide the Platform’s services.
Customer represents and warrants that it has obtained all necessary rights, permissions, and consents to grant this license, including from individual Team Members or third parties whose information is included.
5.3 Anonymized Data. TeamXP may anonymize Team Member Information such that no personal identifying information of the Customer or Team Members is revealed (“Anonymized Data”).
Use of Anonymized Data: TeamXP may use Anonymized Data during and after the term of this Agreement for purposes including, but not limited to:
Improving and supporting the Platform.
Generating industry benchmarks, best practices, and trend analyses.
Creating reports and insights for distribution.
5.4 Feedback. Customer and Team Members may provide suggestions, comments, or other feedback about the Platform (“Feedback”).
License to Use Feedback: By providing Feedback, Customer grants TeamXP a royalty-free, fully paid, worldwide, perpetual, irrevocable, transferable, and sublicensable right to use, reproduce, modify, distribute, display, and otherwise exploit the Feedback as TeamXP sees fit.
Anonymity of Feedback Provider: TeamXP will not publicly identify the provider of Feedback without prior consent.
6. CONFIDENTIALITY AND DATA SECURITY
6.1 Definition of Confidential Information. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with this Agreement. Confidential Information includes any information marked as “Confidential” or “Proprietary,” or that reasonably should be understood as confidential based on its nature and the circumstances of disclosure.
Examples of Confidential Information:
TeamXP’s Confidential Information includes the TeamXP Materials.
Customer’s Confidential Information includes Team Member Information.
Confidential Information does not include information that:
Becomes publicly available without breach of any obligation owed to the Disclosing Party.
Was known to the Receiving Party prior to disclosure without breach of any obligation owed to the Disclosing Party.
Is obtained from a third party without breach of any obligation owed to the Disclosing Party.
Is independently developed by the Receiving Party without using or referencing the Disclosing Party’s Confidential Information.
6.2 Protection and Use of Confidential Information. The Receiving Party agrees to:
Protect the Disclosing Party’s Confidential Information with the same level of care it uses to protect its own confidential information, but no less than a reasonable degree of care.
Limit access to Confidential Information to employees, agents, contractors, and advisors (“Representatives”) who need access to fulfill the Receiving Party’s obligations under this Agreement, and who are bound by confidentiality obligations as protective as this Agreement.
Not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except as outlined in this Agreement.
Use the Disclosing Party’s Confidential Information only for purposes of fulfilling its obligations under this Agreement.
The Receiving Party may share Confidential Information with its legal and financial advisors, provided such advisors are subject to confidentiality obligations at least as restrictive as those in this Agreement.
6.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law, provided that:
The Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, if legally permitted.
The Receiving Party provides reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.
6.4 Privacy and Data Protection.
Data Handling: TeamXP collects and uses information related to users of the Platform, including information identifying or associated with Customers or Team Members (“Personal Information”), in accordance with TeamXP’s Privacy Policy. The current version of the Privacy Policy is located at www.teamxp.com/privacy.
Data Protection Addendum: The parties agree to the terms of the Data Protection Addendum (DPA) attached as Annex 2, which outlines additional commitments to privacy and data protection.
7. WARRANTIES
7.1 By TeamXP. TeamXP warrants that during the applicable License Period:
The Platform will perform materially in accordance with its documentation.
TeamXP will not materially decrease the functionality of the Platform during the License Period.
7.2 By Customer. Customer warrants that:
This Agreement is legally binding and enforceable upon it in accordance with its terms.
It has obtained all legally required consents and permissions from Team Members for the submission, processing, and use of Team Member Information through the Platform.
The collection, transfer, and processing of Team Member Information under this Agreement comply with all applicable laws.
7.3 Disclaimer of Warranties. Except as explicitly stated in Section 7.1, the TeamXP Materials and Content available through the Platform are provided “as is” and “as available”, without warranty or condition of any kind, express or implied. TeamXP disclaims all warranties, including but not limited to:
Implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement.
Warranties arising from course of dealing, usage, or trade practice.
TeamXP does not warrant that:
The Platform, its materials, or content will be uninterrupted, secure, or error-free.
The Platform will be free from viruses, harmful components, or other technical issues.
Any defects or issues will be corrected.
8. INDEMNIFICATION
8.1 By Customer. Customer agrees to defend TeamXP, its affiliates, and their employees, officers, and directors (collectively, the “TeamXP Indemnified Parties”) against third-party claims, actions, or demands arising from:
Team Member Information;
Unauthorized use of the Platform by Customer or Team Members; or
Allegations that TeamXP’s processing of data pursuant to Customer’s instructions or information provided by Customer infringes a third party’s intellectual property or privacy rights (each, a “Claim Against TeamXP”).
Customer shall indemnify and hold the TeamXP Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against them as a result of, or for any amounts paid under a Customer-approved settlement of, a Claim Against TeamXP.
8.2 By TeamXP. TeamXP agrees to defend Customer, its affiliates, and their employees, officers, and directors (collectively, the “Customer Indemnified Parties”) against third-party claims, actions, or demands alleging that Customer’s authorized use of the Platform infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right (each, a “Claim Against Customer”).
TeamXP shall indemnify and hold the Customer Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against them as a result of, or for any amounts paid under a TeamXP-approved settlement of, a Claim Against Customer.
However, TeamXP’s indemnification obligation does not apply if the Claim Against Customer arises from:
Customer or Team Member’s use of the Platform in a manner not permitted under this Agreement;
Specifications, instructions, or content provided by Customer; or
Use of the Platform in a modified form or in combination with unauthorized products, services, or data not provided by TeamXP.
8.3 Potential Infringement. If the Platform becomes, or TeamXP reasonably believes it is likely to become, subject to an infringement claim, TeamXP may, at its sole discretion:
Obtain the right for Customer to continue using the Platform at TeamXP’s expense.
Provide a non-infringing, functionally equivalent replacement.
Modify the Platform to avoid infringement.
If none of these options are commercially reasonable, TeamXP may suspend or terminate Customer’s use of the Platform. In such cases, TeamXP’s sole liability (in addition to obligations under Section 8.2) will be to provide a prorated refund of any prepaid, unused fees applicable to the remaining portion of the License Period.
Sections 8.2 and 8.3 state TeamXP’s sole liability and the Customer Indemnified Parties’ exclusive remedy for infringement claims.
8.4 Indemnification Process. The party seeking indemnification must:
Provide prompt written notice to the indemnifying party of the claim.
Furnish all information and reasonable assistance requested by the indemnifying party to defend the claim.
Cooperate fully with the indemnifying party in the defense and settlement of the claim.
Failure to provide prompt notice does not waive the right to indemnification but may affect the indemnifying party’s obligations only to the extent it is materially prejudiced by the delay.
The indemnifying party will have full control and authority over the defense and settlement of any claim, provided that any settlement requiring the indemnified party to admit liability or make financial payments must receive the indemnified party’s prior written consent, which cannot be unreasonably withheld or delayed.
9. LIABILITY
9.1 Limitation of Liability. Except for the following exceptions, neither party nor its affiliates’ total aggregate liability arising out of or related to this Agreement shall exceed the total amount paid or payable by Customer under this Agreement in the 12 months immediately preceding the first event giving rise to liability (the “General Cap”):
Amounts paid to a third-party claimant pursuant to indemnification obligations under Section 8.
Breach by Customer of Section 2.4 (“License Restrictions”).
Misappropriation of the other party’s intellectual property.
Breach of Sections 6.1 through 6.3 (“Confidentiality”) other than with respect to Team Member Information.
Enhanced Liability as outlined in Section 9.3.
9.2 Exclusion of Consequential and Related Damages. Except for the exceptions listed below, neither party nor its affiliates will be liable for any indirect, special, incidental, consequential, exemplary, or punitive damages, including lost profits, revenues, or loss of use, arising out of or related to this Agreement, regardless of the form of action and even if advised of the possibility of such damages:
Amounts paid to a third-party claimant pursuant to indemnification obligations under Section 8.
Breach by Customer of Section 2.4 (“License Restrictions”).
Misappropriation of the other party’s intellectual property.
Breach of Sections 6.1 through 6.3 (“Confidentiality”) other than with respect to Team Member Information.
Enhanced Liability as outlined in Section 9.3.
The foregoing exclusions do not apply to the extent prohibited by applicable law.
9.3 Limitation of Enhanced Liability. The General Cap in Sections 9.1 and 9.2 does not apply to a party’s liability for:
Breach of its obligations under the Data Protection Addendum (DPA).
Breach of Sections 6.1 through 6.3 (“Confidentiality”) regarding Team Member Information.
For these categories of liability (collectively, “Enhanced Liability”), the total aggregate liability of a party and its affiliates shall not exceed two times the General Cap.
9.4 Applicability of Limits. The limitations and waivers in this Section 9 apply to all claims, regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise), whether or not the party has been advised of the possibility of damages, and even if any remedy fails its essential purpose. These provisions reflect the allocation of risk agreed upon by the parties and form the basis for entering into this Agreement.
10. EXPORT COMPLIANCE
The Platform may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents and warrants that neither it nor any Team Member is listed on any U.S. government denied-party list.
Prohibited Use: Customer shall not allow any Team Member to access or use the Platform in a U.S.-embargoed country or region, or in violation of U.S. export laws or regulations.
Compliance Responsibility: Customer and Team Members shall not use the Platform to export, re-export, transfer, or make available any regulated item or information outside the U.S. without complying with all applicable export laws and regulations of the U.S. and other jurisdictions.
11. PUBLICITY
For corporate Customers, Customer grants TeamXP the right to use Customer’s name and logo for marketing or promotional purposes, including on TeamXP’s website and in communications with potential or existing customers. This usage will comply with Customer’s standard trademark usage guidelines as provided to TeamXP.
12. MODIFICATION OF THESE TERMS
TeamXP reserves the right to modify these Terms at any time.
Material Modifications: If changes materially affect your rights or obligations, TeamXP will notify you and may require you to accept the revised Terms to continue using the Platform. Material changes take effect upon acceptance.
Immaterial Modifications: Immaterial changes are effective upon publication.
Disputes will be resolved under the version of the Terms in effect at the time the dispute arose.
13. FORCE MAJEURE
Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to cyber-attacks, hosting provider failures, strikes, pandemics, natural disasters, acts of war or terrorism, and governmental actions. Customer’s payment obligations remain unaffected by this clause.
14. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
15. EMAIL COMMUNICATIONS
Notices: Notices under this Agreement will generally be sent via email but may also be delivered through the Platform.
Customer Notices: Notices to TeamXP must be sent to support@teamxp.co except for legal notices (e.g., termination), which must be sent to the address in Section 21.
Deemed Delivery: Notices sent via email will be deemed delivered the next business day. Notices sent through the Platform will be deemed delivered the same day.
16. AMENDMENTS AND WAIVERS
Subject to Section 12, TeamXP may update these Terms, excluding any previously purchased licenses.
Notice of Changes: Material changes will be communicated to Customers via email or the Platform.
Effective Date: Material changes become effective on the date specified in the notice. Continued use of the Platform after the effective date constitutes acceptance of the revised Terms.
Customers may review the most current version of the Terms on TeamXP’s website.
17. SEVERABILITY
If any provision of this Agreement is deemed unlawful or unenforceable, it will be modified by the court to achieve its intent as closely as possible. All other provisions will remain in full effect.
18. GOVERNING LAW
These Terms are governed by the laws of the State of Utah, excluding its conflict of law principles.
Jurisdiction: Any disputes will be resolved in the state or federal courts located in Utah County, Utah.
Platform Location: TeamXP operates the Platform from Utah County, Utah, and makes no guarantees about its suitability outside this jurisdiction.
19. ASSIGNMENT
Neither party may assign this Agreement without prior written consent, except in cases of merger, acquisition, corporate reorganization, or sale of assets.
Void Assignments: Any assignment in violation of this section is void.
Binding Effect: This Agreement is binding upon, and inures to the benefit of, the parties and their permitted successors or assigns.
20. ENTIRE AGREEMENT
This Agreement, including applicable Orders and referenced documents, constitutes the entire agreement between the parties and supersedes all prior agreements or communications.
No Modifications by Other Documents: Terms in purchase orders, invoices, or other business documents will not alter this Agreement, even if signed by the parties.
21. CONTACT INFORMATION
The Platform is offered by TeamXP. For inquiries, you can contact us at support@teamxp.co or by writing to our mailing address.
ANNEX 1
ACCEPTABLE USE POLICY
This Acceptable Use Policy applies to TeamXP’s platform and services (“Platform”). By using the Platform, you agree to comply with this policy to ensure a safe, respectful, and secure experience for all users.
1. Prohibited Uses.
You agree not to:
Use the Platform for any unlawful purpose or in violation of any laws, including data privacy and export control laws.
Violate the privacy of others or collect personal information from the Platform without proper authorization.
Share or distribute any personal information obtained through the Platform outside of its intended use.
Engage in harassment, bullying, stalking, or posting threats of violence.
Submit or share content that:
Infringes on intellectual property, privacy, or other rights.
Is deceptive, harmful, illegal, obscene, defamatory, or otherwise inappropriate.
Contains harmful elements such as viruses or malicious software.
Attempt to gain unauthorized access to the Platform, interfere with its performance, or bypass its security measures.
Modify, reverse-engineer, or hack the Platform in any way.
Use the Platform in a way that disrupts its functionality or imposes an unreasonable load on its systems.
Use automated tools (e.g., bots or scrapers) to access or interact with the Platform without authorization.
Impersonate others, misrepresent your identity, or disguise the origin of any content or data.
Use the Platform to send unsolicited communications, advertising, or spam.
Encourage or permit others to engage in any prohibited activities listed above.
2. Responsibility for Content. You are solely responsible for the content and information you submit, share, or upload through the Platform. You must ensure that your content complies with all applicable laws and this Acceptable Use Policy.
3. Enforcement. TeamXP reserves the right to take action if you violate this policy, including but not limited to:
Suspending or terminating your account or access to the Platform.
Removing or blocking inappropriate content.
Reporting violations to relevant authorities where required.
4. Updates to the Policy. TeamXP may update this Acceptable Use Policy from time to time. Material changes will be communicated to you, and your continued use of the Platform constitutes acceptance of the updated policy.
ANNEX 2
DATA PROTECTION ADDENDUM (DPA)
This Data Protection Addendum (“DPA”) is part of the Agreement between TeamXP and the Customer.
1. Definitions
Customer Data: Team Member Information or other personal data provided to TeamXP by the Customer.
Data Protection Laws: Includes GDPR, UK GDPR, CCPA, and any other applicable data protection laws.
Controller and Processor: Customer is the Controller, and TeamXP acts as the Processor of Customer Da
2. Data Processing
Purpose: TeamXP processes Customer Data only to provide the Platform and services outlined in the Agreement.
Duration: Processing is limited to the License Period unless otherwise required by law.
Customer Responsibilities: Customer ensures lawful collection of personal data and compliance with applicable privacy laws.
3. Data Subject Rights
Assistance: TeamXP will assist the Customer, where applicable, in responding to data subject requests (e.g., access, correction, deletion) under Data Protection Laws.
Notification: If TeamXP receives a request directly, it will notify the Customer without responding unless required by law.
4. Subprocessors
Authorization: TeamXP may use subprocessors to provide the Platform. A list of subprocessors is available upon request.
Obligations: TeamXP ensures subprocessors are bound by obligations consistent with this DPA.
5. Security Measures
Safeguards: TeamXP implements technical and organizational measures to protect Customer Data, including encryption, access controls, and incident management procedures.
Breach Notification: In the event of a data breach, TeamXP will notify the Customer promptly and provide relevant details.
6. Cross-Border Transfers
International Transfers: If Customer Data is transferred outside the jurisdiction of its origin, TeamXP ensures compliance with applicable transfer mechanisms (e.g., Standard Contractual Clauses or equivalent).
7. Data Retention and Deletion
Retention: TeamXP retains Customer Data only for the License Period unless otherwise required by law.
Deletion: Upon termination of the Agreement, TeamXP will delete or return Customer Data upon request, unless retention is required by law.
8. Liability and Indemnity
TeamXP’s liability for data protection breaches is limited to the terms of the Agreement, except as required by applicable laws.
9. Audits
TeamXP will provide documentation and certifications (if available) to verify compliance upon request. Customer may request a third-party audit if required by applicable laws, subject to reasonable notice and scope.
10. Updates
This DPA may be updated to reflect changes in applicable data protection laws. Material changes will be communicated to the Customer.