TEAM FIELD APP MASTER SUBSCRIPTION AGREEMENT

IMPORTANT: IF CUSTOMER DOES NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, CUSTOMER MAY NOT ACCESS OR USE Team field app.

Introduction
1.1. Team field app is an online application designed to make your work life easier and is provided by Team field app LLC (“Team field app”).

1.2. This Team field app Subscription Agreement (“Agreement”) is between Team field app and the customer (individual or entity) that has purchased a subscription to Team field app (“Customer” or “You” or “your”). If You are an individual using Team field app on behalf of a corporation, partnership or other entity, then that entity will be the Customer, and You represent and warrant that You are authorized to enter into this Agreement on behalf of such entity and bind such entity to the terms and conditions of this Agreement. The “Effective Date” of this Agreement is provided in the first Ordering Document referencing this Agreement.

This Agreement permits the parties to enter into order forms referencing this Agreement (“Ordering Document(s)”), which set forth the quantity of Permitted Users (defined below), specify the fees payable by Customer and contain other terms and conditions. This Agreement shall govern Customer’s initial purchase as well as any future purchases referencing this Agreement. This Agreement includes any and all attachments and referenced policies, including without limitation Team field app’s Support Policy and all Ordering Documents entered into between the parties.

This Agreement applies only to Team field app and does not grant Customer rights to any other Team field app services or software (such as Team field app Sales Management Suite), which are made available under separate agreements.

From time to time, Team field app may modify this Agreement. Unless otherwise specified by Team field app, changes become effective for existing subscription Customers upon renewal of the then-current Subscription Term. Team field app will use reasonable efforts to notify Customer of the changes through communications through email or other means. Customer may be required to click to accept the modified Agreement before using Team field app in a renewal Subscription Term, and in any event continued use of Team field app during the renewal Subscription Term will constitute Customer’s acceptance of the version of the Agreement in effect at the time the renewal Subscription Term begins.

Each party expressly agrees that this Agreement is legally binding upon it.

Team field app’s Provision of Team field app
2.1. Team field app is provided on a subscription basis for a set term designated herein or in the applicable Ordering Document (each, a “Subscription Term”). Subject to the terms and conditions of the Agreement, Team field app hereby grants to Customer a non-exclusive, non-transferable, worldwide right during the applicable Subscription Term to access and use Team field app solely for Customer’s business purposes and pursuant to the Documentation and any restrictions designated in the applicable Ordering Document.

2.2. Campaign Specification and Deliverables. Your Team field app subscription provides You with the ability to specify sales campaigns in Team field app and to make certain custom modification requests to Team field app to meet the functional requirements for each campaign (“Deliverables”). Customization requests may include Your source data upload specifications or logic (for example in the formulation of pay structures in the Commissions1 portal). You agree, either through the registration portal or through other media acceptable to Team field app, to provide Team field app with the information that it requires to prepare the Deliverables. Team field app, however, may reject at its sole discretion and for any reason a request for customizations in one or more Deliverables or for a Deliverable in its entirety.

2.3. Delivery and Acceptance. After Team field app has agreed to prepare the Deliverables, Team field app shall provide You with an estimated timeline for deployment. After Team field app notifies You that it has deployed the Deliverables (“Delivery Date”), You will have three (3) business days to test performance and identify any potential defects in the Deliverables before the Deliverables are deemed accepted. On the fourth day after the Delivery Date, provided You assert no defect in the Deliverables, the Deliverables are deemed accepted in full (“Acceptance Date”). In the case You assert a defect, Team field app will review. If, in the reasonable professional judgment of Team field app, the asserted defect is valid, Team field app will correct the defect and resubmit for customer acceptance, the date on which Team field app notifies You of the redeployment corresponding to the updated Delivery Date. If, in the reasonable professional judgment of Team field app, the asserted defect is not valid, the original Delivery Date and associated Acceptance Date are unchanged.

2.4. Changes after Acceptance. Team field app may, after the Acceptance Date, accept or reject at its sole discretion any additional requested changes to the Deliverables.

2.5. Permitted Users. Use of and access to Team field app is permitted only by the number of users specified in the applicable Ordering Document (“Permitted Users”). The Permitted Users will receive user IDs and passwords to access Team field app. These credentials are granted to individual, named persons and may not be shared. Customer will ensure that all Permitted Users keep these credentials strictly confidential. Customer may assign different access rights to Permitted Users (e.g., admin users, read-only users, etc.), as explained in the Documentation. Customer is responsible for any and all actions taken by Permitted Users or by anyone using Customer’s accounts and passwords. Subject to the terms and conditions of this Agreement, in addition to Customer’s employees, Customer may permit (a) its independent contractors and consultants who are not competitors of Team field app (“Contractors”) and (b) Customer’s Affiliates to serve as Permitted Users. Customer will remain responsible for compliance by each of its Permitted Users with all of the terms and conditions of this Agreement, and any use of Team field app by Permitted Users must be for the sole benefit of Customer. Use of Team field app by all Permitted Users in the aggregate must be within the restrictions in the applicable Ordering Document. “Affiliate” means each legal entity that is directly or indirectly controlled by Customer on or after the Effective Date, for so long as such entity remains directly or indirectly controlled by Customer (where “controlled” means the ownership of, or the power to vote, directly or indirectly, a majority of any class of voting securities of a corporation or limited liability company, or the ownership of any general partnership interest in any general or limited partnership).

2.6. If You breach any of the terms and conditions of this Agreement, as determined by Team field app in its sole discretion, You agree that Team field app may disable access to your Team field app One account (“Your Account”); and you may be prevented from accessing Team field app One or your account details, data, or other material that you submit, post, or display on or through Team field app (collectively “Your Material”) that become part of Your Account.

2.7. If Team field app discovers that Your Material violates the terms and conditions of this Agreement or applicable legal agreements, laws, regulations or policies, You agree that Team field app may remove Your Material from Your Account at its sole discretion.

2.8. Team field app makes no promises as to the availability of Your Material or Team field app or the functionality of Team field app.

Your Use of Team field app
3.1. In order to access Team field app, You will be required to provide information about yourself such as (but not limited to) your name, address, and billing details. You agree that any such information you provide to Team field app will always be accurate, correct, and up to date.

3.2. You agree that You are solely responsible for (and that Team field app has no responsibility to You or to anyone else for) your use of Team field app, Your Material, your breach of any obligations under the terms and conditions of this Agreement, and for the consequences (including loss or damage of any kind which you or Team field app may suffer) of any breach of such obligations. You further agree to not use Team field app to store, host, or send unsolicited electronic messages. You further agree to not use Team field app to transmit any viruses, worms, or malicious content.

3.3. You agree to use Team field app only according to instructions and documentation that Team field app provides and only for purposes that are permitted by this Agreement and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

3.4. If you are using third-party data in Team field app, You agree that You have the right to use that third-party data, and further agree to provide Team field app with the information required to access that data on Your behalf for use in Team field app.

3.5. You agree to comply with all applicable export and import controls, including, but not limited to, the United States Department of Commerce’s Export Administration Regulations and sanctions programs administered by the United States Treasury Department’s Office of Foreign Assets Control. By using Team field app, you represent and warrant that you are not prohibited from receiving exports, imports or services under United States or other applicable laws.

3.6. You agree not to access (or attempt to access) Team field app by any means other than through the interface made available by Team field app, unless you have been specifically allowed to do so in a separate agreement with Team field app. You specifically agree not to access (or attempt to access) Team field app through any automated means (including use of scripts, crawlers, or similar technologies).

3.7. You agree that you will not: (a) engage in any activity, or (b) use any of Your Material in a way that interferes or disrupts Team field app or any servers, networks, or websites operated by Team field app or any third party.

3.8. You agree that Team field app owns all right, title, and interest in and to Team field app, including without limitation all applicable Intellectual Property Rights. “Intellectual Property Rights” means any and all rights existing under patent, copyright, trade secret and trademark law, unfair competition law, and any and all other proprietary rights worldwide.

3.9. You shall not (and You shall not permit anyone else to): (a) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Team field app; (b) take any action to circumvent or defeat the security or usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) on Team field app; (c) use Your Material to access, copy, transfer, transcribe or retransmit anything in violation of any law or the rights of others; or (d) remove, obscure, or alter Team field app’s copyright notices, trademarks, or other proprietary rights notices.

Customer Feedback
4.1. Team field app may provide you with a mechanism to provide feedback, suggestions, and ideas about Team field app (“Feedback”). You agree that Team field app may, in its sole discretion, use the Feedback in any way, including but not limited to future modifications of Team field app, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant Team field app a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, reproduce, modify, create derivative works from, perform, distribute, and display for any purpose any information You provide to Team field app in the Feedback.

Monitoring
5.1. Team field app may contain technologies that monitor, record and report to Team field app information regarding the use of Team field app, including but not limited to information concerning the devices used to access Team field app; and the frequency, type and manner of use of Team field app (collectively, “Usage Data”). You agree that Team field app may, in its sole discretion, collect and use Usage Data to support, maintain, and improve Team field app, and to enforce Team field app’s rights under the Agreement. To the extent any Usage Data is personal information within the meaning of applicable law, You hereby: (a) consent to Team field app’s collection, use and disclosure of such Usage Data for these purposes; and (b) represent and warrant that You have obtained the consent of any individual to whom such Usage Direct Data relates to Team field app’s collection, use and disclosure of such Usage Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law.

Support
6.1. During the Subscription Term, Team field app is subject to the support terms set forth in the Team field app Support policy found at teamfieldapp.com/support. Indemnification

Your Password and Account Security
7.1. You are responsible for maintaining the confidentiality of passwords associated with Your Account and agree to be responsible to Team field app for all activities that occur under Your Account, whether performed directly by you or by others.

7.2. If you become aware of any unauthorized use of your password or of Your Account, You
shall notify Team field app immediately at support@teamfieldapp.com.

Privacy and your Personal Information
8.1. For information about Team field app’s data protection practices, please read Team field app’s privacy policy at teamfieldapp.com/legal. This policy explains how Team field app treats your personal information and protects your privacy when you use Team field app.

8.2. You agree that Team field app may use Your Material, including any personal information you provide, in accordance with Team field app’s privacy policies.

8.3. Team field app utilizes industry standard technology resources to maintain its high security standards. You understand and agree that Your Material, including any personal information you provide, may be stored in countries outside of Your country.

Indemnification
9.1. To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Team field app, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of or accruing from your use of Team field app, Your Material or your violation of the terms and conditions of this Agreement.

Subscription Term & Fees Payment
10.1. Subscription Term. Subscription Term. Unless otherwise specified on the applicable Ordering Document, each Subscription Term shall begin on the Effective Date of the applicable Ordering Document and continue for twelve (12) months thereafter. At the end of the Subscription Term, the subscription shall automatically renew for another 12-month term at Team field app’s then-current rates, unless Customer provides notice to Team field app 30 days prior to the end of the Subscription Term of its intent not to renew. If Customer does not renew its subscription, Customer’s access to Team field app will terminate at the end of the then-current Subscription Term.

10.2. Setup Fees. For each Team field app subscription service, the Per Campaign Setup Fee shall be $250 unless set forth otherwise in the Ordering Document.

10.3. Subscription Fees. Subscription fees are specified for each subscription service as set forth in the Ordering Document.

10.4. Weekly Minimum Billing Amount. For each Team field app subscription service, the Per Campaign Weekly Minimum Billing Amount is as set forth in the Ordering Document.

10.5. Campaign Retirement. You may retire one or more campaigns during the Subscription Period with 7 days notice to Team field app, provided however that Your Account has not been terminated and that You have at least one campaign which remains active during the Subscription Term. A fee of $100 applies to reactivate a retired campaign.

10.6. You shall on the Effective Date provide to Team field app valid, up-to-date and complete credit card details or other payment method approved by Team field app. Team field app may, in its sole discretion, agree to permit You to pay applicable fees pursuant to invoices issued by Team field app. If You provide your credit card or other payment method details to Team field app, You hereby authorize Team field app to bill such credit card or other payment method on a weekly or a biweekly basis on the Billing Day of Week set forth in the Ordering Document. If You are paying pursuant to invoices issued by Team field app, payment must be made within thirty (30) days of the due date. All fees are non-refundable. Team field app’s fees are exclusive of, and Customer is required to pay, any sales, use, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Team field app. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

10.7. Start of Invoicing. Team field app shall start charging for the provision of Team field app subscription services starting on the Acceptance Date for each campaign.

10.8. Adding Permitted Users. (a) Customer may increase its number of Permitted Users during a Subscription Term at rates consistent with those in the applicable Ordering Document (unless the parties agree to other rates). The increase will be documented in an Ordering Document or amended Ordering Document, and invoices for additional Permitted Users will be payable according to Section 10.3. For clarity, Customer may not reduce Permitted Users during a Subscription Term. (b) Customer understands that Team field app may monitor Customer’s use of Team field app in order to verify that Customer has not exceeded its permitted number of Permitted Users. If Team field app becomes aware of any such excess usage, then Customer will pay for the excess usage and for any ongoing excess usage under the same terms as in subsection (a) above.

10.9. Suspension of Services. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Team field app reserves the right to suspend Customer’s access to Team field app without liability to Customer until such amounts are paid in full.

Term & Termination
11.1. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Agreement terms and conditions.

11.2. Termination for Cause. Either party may terminate this Agreement (including all related Ordering Documents) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within seven (7) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

11.3. Team field app may at any time, terminate this Agreement and Your Account upon ninety (90) days’ prior notice to You.

11.4. Penalties for Early Termination. If You terminate this Agreement and Your Account prior to the end of the Subscription Term or if Team field app terminates this Agreement and Your Account pursuant Section 11.2 (Termination for Cause), Team field app may charge You, for each campaign specified in the applicable Ordering Document, a penalty equal to the Per Campaign Weekly Minimum Billing Amount multiplied by the number of weeks remaining in the Subscription Term.

11.5. In the event Your Account is terminated: (a) You will not be able to access Your Account or Your Material; and (b) You agree that Team field app shall have no obligation to maintain or provide You access or deliver to You any of Your Material. Team field app retains the right to delete Your Account and Your Material in its systems or otherwise in its possession or under its control at the end of the ninety (90)-day period following termination.

11.6. Notwithstanding termination of this Agreement, the following sections will remain in force against you and Team field app: 1, 2, 4.1, 5.1, 9.1, 11.5, 11.6 and 12-15.

DISCLAIMER OF WARRANTIES

12.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF Team field app AND ANY CONTENT OBTAINED THROUGH Team field app IS AT YOUR SOLE RISK IMPLIED, WARRANTIES OF FITNESS FOR HIGH RISK ACTIVITIES. AND THAT Team field app IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. Team field app DOES NOT WARRANT THAT Team field app IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS, OR OMISSIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Team field app FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO Team field app AND ALL OF YOUR MATERIAL, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF AVAILABILITY, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT BECAUSE USE OF Team field app AND ALL OF YOUR MATERIAL IS AT YOUR SOLE RISK, Team field app IS NOT RESPONSIBLE FOR AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTERS, NETWORKS, MOBILE AND OTHER DEVICES, AND LOSS OF DATA THAT MAY RESULT FROM SUCH USE.

12.3. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Team field app IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, LIFE-SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF Team field app COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, “HIGH RISK ACTIVITIES”). Team field app EXPRESSLY DISCLAIMS ALL, WHETHER EXPRESS OR IMPLIED, WARRANTIES OF FITNESS FOR HIGH RISK ACTIVITIES.

LIMITATION OF LIABILITY

13.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Team field app AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT YOU MAY INCUR THROUGH USE OF Team field app AND ANY OF YOUR MATERIAL ACCESSED OR OBTAINED FROM Team field app, WHETHER OR NOT Team field app OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

13.2. Team field app’S SOLE LIABILITY TO YOU FOR DIRECT DAMAGES ARISING OUT OF YOUR RELATIONSHIP WITH Team field app BECAUSE YOU HAVE ACCESSED OR USED Team field app IS LIMITED TO TWO HUNDRED DOLLARS (US$200.00)

Changes to the Team field app
14.1. Team field app may change, revise, update, or otherwise modify the features and functionality of any and all Team field app versions and/or editions. You may reject these changes by discontinuing use of Team field app and terminating Your Account.

14.2. You understand and agree that if You use Team field app after such changes, You will be deemed to have agreed to the changes and your continued use of Team field app will be subject to and governed by this Agreement.

General Terms
15.1. This Agreement, along with anything referenced herein, constitute the entire legal agreement between You and Team field app and govern your use of Team field app. This Agreement completely replace any prior agreements between You and Team field app in relation to Team field app.

15.2. As a user of Team field app, You assume the responsibility for the selection of Team field app as being appropriate for Your purposes. You understand and agree that: (a) You are solely responsible for the content and accuracy of all reports, invoices and documents prepared with Team field app; (b) using Team field app does not relieve You of any professional obligation concerning the preparation and review of such reports, invoices and documents; (c) You do not rely upon Team field app or Team field app for any advice or guidance regarding the appropriate tax treatment of items reflected on such reports, invoices or documents; (d) You will review any calculations made by using Team field app and satisfy Yourself that those calculations are correct; and (e) Team field app’s customer support is designed to offer technical support for issues regarding the features and functionality of Team field app in the supported browser environments only.

15.3. You understand and agree that some third party products marketed, integrated, and/or available with Team field app may be subject solely to terms and conditions of the respective third party product and not to this Agreement. You acknowledge and agree that under no circumstances shall Team field app be responsible or liable in any way for the availability and/or functionality of services or products offered, or the content located on or through, any such third party product. You further acknowledge and agree that under no circumstances shall Team field app be responsible or liable in any way, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such functionality, content, goods or services available on or through any such third party product. Team field app may withdraw access to such third party products via Team field app at any time without notice.

15.4. You authorize Team field app to send You information about Team field app products and services, including but not limited to marketing and promotional material, via facsimile, email, telephone, and other reasonable means. If you do not wish to receive information from Team field app, please contact Customer Service.

15.5. You agree that any failure by Team field app to exercise or enforce any legal right or remedy contained in this Agreement (or which Team field app has the benefit of under any applicable law), will not constitute a waiver of Team field app’s rights and that those rights or remedies will still be available to Team field app.

15.6. If a court finds that any provision of this Agreement (which includes any updated terms and conditions) is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement. The remaining provisions of the Agreement will continue to be valid and enforceable.

15.7. This Agreement and your relationship with Team field app under this Agreement shall be governed by the laws of the State of Nevada without regard to its conflict of laws provisions. You and Team field app agree to submit to the exclusive jurisdiction of the courts located within Clark County, Nevada to resolve any legal matter arising from this Agreement and your use of Team field app. Notwithstanding the foregoing, you agree that Team field app shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. In addition, you agree that any cause of action or claim will be litigated individually and that you will not consolidate or seek class treatment for any claims.

15.8. Team field app is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government (including its agencies and instrumentalities) is subject to restrictions set forth in 48 CFR 52.227-19 or DFARS 252.227-7014, as applicable. The manufacturer is Team field app located at 47 E Agate Ave Unit #407, Las Vegas NV 89123.