Last Modified: 4/18/2023

This Services Agreement (this “Agreement“) is a binding contract between You (“User,” “You,” or “Your“) and OpenTeams, Inc. (“Provider,” “we,” or “us“). This Agreement governs Your access to and use of the Services. 

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (the “Effective Date“). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND ANY AGREEMENTS INCORPORATED THEREIN; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. 

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. 

1. Definitions. 
   1. “Authorized User” means User and User’s employees, consultants, contractors, and agents (i) who are authorized by User to access and use the Services under the rights granted to User pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
   2. “Services” means the services provided by Provider under this Agreement as described and provided on Provider’s website available at www.openteams.com.
   3. “User Contributed Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of User or any other Authorized User through the Services.
   4. “Documentation” means Provider’s user manuals, handbooks, and guides relating to the Services provided by Provider to User either electronically or in hard copy form/end user documentation relating to the Services.
   5. “Provider IP” means the Services, the Documentation, and all intellectual property provided to User or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of User’s access to or use of the Services, but does not include User Contributed Data.
   6. “Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
2. Access and Use.
   1. Provision of Access. Subject to and conditioned on your compliance with all other terms and conditions of this Agreement, Provider hereby grants You a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Provider shall provide You the necessary passwords and access credentials to allow You to access the Services. 
   2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants You a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.
   3. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
   4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor User’s use of the Services and collect and compile data and information related to User’s use of the Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics“). As between Provider and User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on User Contributed Data input into the Services. You agree that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law. 
   5. Reservation of Rights. Provider reserves all rights not expressly granted to User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP.
   6. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend User’s and any other Authorized User’s access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) User’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other User or vendor of Provider; (C) User or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to User or any other Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable User to access the Services; or (iii) in accordance with 5 (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension“). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to User and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that User or any other Authorized User may incur as a result of a Service Suspension.
3. User Contributed Data. The Services allow You to upload User Contributed Data to interact with the Services.  You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Contributed Data and perform all acts with respect to the User Contributed Data as may be necessary for Provider to provide the Services to You, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Contributed Data incorporated within the Aggregated Statistics. You will ensure that User Contributed Data and any Authorized User’s use of User Contributed Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of User Contributed Data.
4. User Responsibilities.
   1. Use Policy. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Provider’s Terms of Service (“TOS”) located at https://www.openteams.com/terms-of-service/, as may be amended from time to time, which is incorporated herein by reference. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://www.openteams.com/terms-of-service/ from time to time, including the TOS.  Should any conflict arise between the terms of this Agreement and the TOS, the TOS shall control in regards to those specific terms.  
   2. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by You will be deemed a breach of this Agreement by You. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions. 
   3. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
   4. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to You for acceptance within the Services by website link or otherwise. If You do not agree to abide by the applicable terms for any such Third-Party Products, then You should not install, access, or use such Third-Party Products.
5. User Representations. You represent and warrant that:
   1. to the best of Your knowledge, You are not currently obliged under an existing contract or other duty that conflicts with or is inconsistent with this Agreement.
   2. You will not submit to the Services any data You are not authorized to use or disclose.   In particular, You will not use any Confidential Information of another company You are not authorized to use or disclose.
   3. That the information You submit to the Services is accurate and submitted in good faith.    
6. Relationship of the Parties; No Expectation of Employment or Engagement.  This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, or agency relationship between the Provider and You. For the purpose of clarity, and without limiting the foregoing, Provider makes no guarantee that You will obtain employment, or offers thereof, through the use of its Services.  
7. Confidential Information. From time to time during the Term, Provider and User may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, affiliates, or subcontractors (collectively “Representatives”) who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 
8. Authorization to Inquire; Agreement to Provide Information.  Under the terms of this Agreement You authorize Provider and its Representatives to make inquiries and collect and compile data from third parties in order to ascertain the validity of the following types of information You contribute to the Services:
   1. work history
   2. educational history
   3. employment and character references

You further agree to, when prompted by Our Services, provide contact information for any third parties who may verify Your authorization to engage with us to negotiate services beyond the scope of this Agreement, and the rate at which such services would be provided, if such authority lies in an entity other than yourself.  You authorize us to use this information and make related inquiries to the contacts you provide. 

9. Authorization to Promote.  Under the terms of this Agreement You authorize Provider and its Representatives to share the User Contributed Data You have submitted to our Services, which includes personally identifiable information, with third parties for the purpose of promoting, marketing, and evaluating your prospects for employment.  This authorization is not intended to, nor shall it limit the rights granted to Provider under Section 3 of this Agreement. 

10. Privacy Policy. Provider complies with its privacy policy, available at https://www.openteams.com/privacy-policy/ (“Privacy Policy“), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, You acknowledge that You have reviewed and accepted our Privacy Policy, and You consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.  Should any conflict arise between the terms of this Agreement and the Privacy Policy, the Privacy Policy shall control in regards to those specific terms.  

11. Intellectual Property Ownership; Feedback. As between You and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) You own all right, title, and interest, including all intellectual property rights, in and to User Contributed Data. If You or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), we are free to use such Feedback irrespective of any other obligation or limitation between You and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to You or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

12. Limited Warranty and Warranty Disclaimer. 

1. 1. User Warranty. You warrant that You own all right, title, and interest, including all intellectual property rights, in and to User Contributed Data and that both the User Contributed Data and your use of the Services are in compliance with the TOS.
   2. THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 

13. Indemnification.  User shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the User Contributed Data, or any use of the User Contributed Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; or (ii) based on User’s or any Authorized User’s negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement; provided that User may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

14. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER, IF ANY, UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

15. Term and Termination. 

1. 1. Term. The term of this Agreement begins on the Effective Date and continues until terminated. 
   2. Termination. In addition to any other express termination right set forth in this Agreement:

Provider may terminate this Agreement for any reason or no reason and without prior notice.

1. 1. 1. Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
   2. Effect of Termination. Upon termination of this Agreement, User shall immediately discontinue use of the Provider IP. No expiration or termination of this Agreement will affect User’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle User to any refund. 
   3. Survival. This Section 12(d), Sections 5, 6, 7, 11, 12, 14, and 15, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.

16. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on www.openteams.com and/or direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least sixty (60) days’ advance notice of changes to any service level that Provider reasonably anticipates may result in a material reduction in quality or services. 

17. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.

18. US Government Rights. Each of the software components that constitute the Services and the Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if You are an agency of the US Government or any contractor therefor, You receive only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government Users and their contractors. 

19. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 

20. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters at 8656 W. HIghway 71, Bldg. F200, Austin, Texas 78735, Attn: General Counsel and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by You or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.