mmhmm for Teams Agreement

Effective Date: June 24, 2024.

mmhmm for Teams is the version of the mmhmm Service designed for businesses, teams, and other organizations (“Teams”). This Agreement provides supplemental contract terms that specifically apply to the use of the Teams service and supplement our Terms of Service, which are expressly incorporated herein.

As a condition to creating a Teams account, the initial “Owner” of the Teams account accepts this Agreement on behalf of the organization of the Teams account (the “Client”), and is authorized to do so. This Agreement is a legally binding contract between Client and mmhmm.

In addition to the terms set forth in this Agreement, our Terms of Service, and Privacy Policy, mmhmm’s DPA (“Data Privacy Addendum for Teams Accounts”) is incorporated into these Terms by reference. Notwithstanding anything to the contrary in these Terms, the DPA takes precedence over these terms with regard to the subject matter therein

1. Account Administration

a. Corporate email domains. The Owner of Client’s account shall provide and verify an email address associated with the Client’s corporate email domain. Additional Teams accounts may not be created with the same corporate email domain.

Owner(s) may designate one or more approved domains, in order to automatically register users with an email address from an approved domain as a “Member” under the Client’s account. By adding an approved domain, Owner provides a warranty to mmhmm that the Client owns this domain, and that everyone with an email address at this domain is affiliated with the Client’s organization.

Users with the same corporate email domain as the Client’s account may also request to join the Client’s account as Members.

b. Owner and Admin(s). The Owner will have control of a dashboard that enables various administrative functions in Client’s account based on privilege levels (the “Admin Console”). Owner may designate other members of Client’s account as “Admins” or as Members, who will have access to administrative functions based on their respective privilege level.

The Owner and Admin(s) of Client’s account will have the ability to control that account, including the ability to modify user roles, delete or restrict access to the account, and the ability to access, modify and delete information from the user account.

c. Members. Client acknowledges that all Members, including Owners and Admins, will have authority to access, create, or share User Content in Client’s account. Members may also invite other individuals to become a Member. While a Member’s access to Client’s Account may be managed by an Owner or Admin, that Member may copy, transfer, or otherwise export Content from Client’s Account during such time as they are a Member.

If a Member has a personal mmhmm account that is not associated with Client’s account, Client acknowledges that it does not and will not have any access to, rights in, or control over such Member’s separate mmhmm account.

d. Suspension or termination of access. The suspension or termination of a Member’s access to Client’s account will prevent the Member from continuing to access such User Content in Client’s account, but such suspension or termination of access will not delete or otherwise affect any User Content that such Member may have previously copied from or transferred out of Client’s account.

e. Admin Console recovery. If Client loses access to its Admin Console (a “Loss of Administration”), then mmhmm may, in its sole discretion, determine whether an individual requesting access to an Admin Console may be provided the credentials necessary to do so on behalf of Client. Client acknowledges and agrees that, in the event of a Loss of Administration, mmhmm is authorized by this Agreement to use its discretion in determining whether to provide Owner or Admin credentials to an individual offering proof of authority to act on behalf of Client, and Client hereby waives any and all claims against mmhmm as a result of, or in any way relating to, such actions.

2. Additional Teams Service Obligations

a. Client is responsible for:

1. 1. Payment of all Fees relating to Client’s account;
2. 2. Administering all Members' access to Client’s Account and its User Content through the Admin Console;
3. 3. Establishing and maintaining protocols to protect the confidentiality of the login credentials of each Member, and any particular usage requirements governing its Members’ activities in Client’s Account;
4. 4. Maintaining accurate and current account and contact information for each Admin and Owner
5. 5. Determining the Members with Admin and Owner privileges;
6. 6. Removing or modifying Member, Admin and Owner privileges from individuals who no longer should be entitled to such privileges; and
7. 7. Ensuring that any and all use of the Admin Console and the privileges of each Admin and Owner complies with this Agreement and applicable laws.

b. Acceptance of Terms by Members. mmhmm requires each Member to accept mmhmm's Terms of Service, and such Terms of Service will govern each Member's use of the mmhmm Service, including Client’s account. Client is responsible for sharing the terms of this Agreement, and any other agreements applicable to Client’s use of mmhmm’s Service, with each Member.

c. Unauthorized use of account. Client will prevent unauthorized use of its account and User Content, and immediately terminate any unauthorized use of which it becomes aware. Client will promptly notify mmhmm of any unauthorized use of or access to the mmhmm service of which it becomes aware.

d. Third party requests. Client is responsible for responding to any third party request for records relating to Client’s account (a "Third Party Request"). If mmhmm receives a Third Party Request, mmhmm will direct the third party to Client to pursue the Third Party Request, to the extent allowed by the law and by the terms of the Third Party Request. mmhmm retains the right to respond to Third Party Requests for Client information where mmhmm determines it is required by law to comply with such a Third Party request.

e. Support and maintenance. Client will, at its own expense, be responsible for providing support to its Members regarding issues that are particular to Members' access to Client’s account (e.g., resetting passwords, suspending accounts, sharing User Content, etc.). Client will use commercially reasonable efforts to resolve any such support issues before escalating them to mmhmm.

f. Data security. mmhmm shall maintain an information security program that includes appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Client’s data as described in the DPA. Notwithstanding the foregoing, Client is responsible for maintaining the security and confidentiality of Member accounts, including account credentials such as usernames and passwords. Client also acknowledges that all User Content stored by Client and its Members in the Service is done so at Client's and its Members' own risk. Client is responsible for ensuring that it has backed up its User Content in the event of any loss of User Content stored in the Service.

3. Confidentiality

a. Confidential Information. Confidential Information is any information obtained from the other party that is designated as proprietary or confidential, or which would reasonably be understood to be confidential given the nature of the information and manner of disclosure. Confidential Information does not include information publicly known through lawful means; information received from a third party without breach of confidentiality obligations; information known to the recipient prior to disclosure without confidentiality obligations; or information independently developed by the recipient.

b. Use. Each party may only use Confidential Information to the extent necessary to exercise its rights and fulfill its obligations under this Agreement. The recipient will use at least reasonable care to protect Confidential Information.

c. Required disclosure. Confidential Information may be disclosed to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure, unless such notification is prohibited.

4. Trademarks

Client hereby grants mmhmm a non-exclusive license to display, modify, and distribute the Client’s logo and trademarks solely in connection with Client’s Teams account (for example, to create Client-branded Service).

5. Publicity

mmhmm may include Client’s company name and logo on its website, marketing materials or channels solely to reference Client’s company as a mmhmm customer, and subject to any trademark usage guidelines provided to mmhmm. Client may revoke this right at any time by sending an email to legal@mmhmm.app.

6. Payment

Only an Owner of Client’s account may change payment information for the Client’s account in the Admin Console. Client is responsible for managing credentials and providing updated payment information in order to ensure a continuing ability to manage the Client account.

Client understands that Client and its Members may lose access to the Client account, including User Content contained within it, if Client fails to provide timely payment.

7. Taxes

Client is responsible for all taxes, and Client shall pay mmhmm all Fees due hereunder without any reduction for Taxes, unless Client provides mmhmm with a valid tax exemption certificate, VAT number issued by the appropriate taxing authority and/or other documentation providing evidence that no tax should be charged. If Client is required by law to withhold any Taxes from its payments to mmhmm, Client must provide mmhmm with an official tax receipt or other appropriate documentation to support such payments.

8. Term and Termination

a. Term. This Agreement will continue in effect until the subscription is terminated, as described below.

b. Termination. Client may cancel its Teams subscription within the Admin Console. The subscription will remain active until its expiration date, after which point it will not renew, and the subscription will be terminated.

mmhmm may terminate Client’s subscription and disable Client’s access by providing sixty (60) days written notice to Client, and will refund the prorated portion of any prepaid fees.

c. Termination for breach. Either party may terminate this Agreement for material breach if the other party fails to cure the breach within 30 days’ notice. mmhmm reserves the right to suspend Client’s access to the Service pending Client’s cure of the breach.

Notwithstanding the foregoing, (i) either party may terminate this Agreement immediately in the event of a material breach by the other party of its obligations under Section 3 and (ii) mmhmm may terminate this Agreement immediately in the event of a material breach by Client of its obligations under Section 2. If Client terminates this Agreement for breach by mmhmm, Client's sole and exclusive remedy and the entire liability of mmhmm for such breach will be a refund of fees paid for the then-current subscription(s) by Client to mmhmm under this Agreement.

d. Effect of Termination. As of the effective date of termination, Client and its Members will not be able to access Client’s account, including any User Content in the account, and Client will no longer hold rights granted to Client in this Agreement. Client is responsible for downloading or exporting any User Content in Client’s account prior to termination of its subscription, and accepts that User Content may be deleted or removed from Client’s account following termination of the subscription.

e. Refunds and/or credits. mmhmm reserves the right to issue refunds or credits in its sole discretion, or as required by applicable law. Please read Manage your mmhmm subscription for more information.

f. Survival. Terms that are intended by their nature to survive termination will survive, including client’s obligations, confidentiality obligations, limitations of liability, and disclaimers.

9. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THE TERMS OF SERVICE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. mmhmm DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT OF THE LAW. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY HERETO, ITS AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES IN THIS AGREEMENT.

NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, mmhmm DOES NOT WARRANT THAT THE mmhmm SOFTWARE OR mmhmm BUSINESS SERVICE WILL MEET ALL REQUIREMENTS OF CLIENT OR ANY END USER, OR THAT THE OPERATION OF THE mmhmm SOFTWARE OR mmhmm BUSINESS SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE mmhmm SOFTWARE AND mmhmm BUSINESS SERVICE WILL BE CORRECTED. FURTHER, mmhmm IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE, OR DAMAGE OF ANY OF THE mmhmm SOFTWARE NOT DELIVERED BY mmhmm OR ARISING FROM ANY USE OF CONTENT IN THE mmhmm SERVICE. mmhmm DOES NOT WARRANT AND SHALL HAVE NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE OR OTHER NON - mmhmm PRODUCTS OR SERVICES.

10. Indemnification by Client

To the maximum extent permitted by applicable law, Client agrees to indemnify and hold mmhmm, its subsidiaries, affiliates, officers, agents, employees, licensors, contractors, and partners harmless from and against any and all liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to (i) any Loss of Administration or (ii) claims (a) made by Members; or (b) made by any third party relating to Client's use of and Client's Members' use of any of the mmhmm Service in violation of this Agreement, the Terms of Service or applicable laws. In the event of such claim, we will provide notice of the claim, suit or action to Client using the contact information we have for the account, provided that any failure to deliver such notice to Client shall not eliminate or reduce Client's indemnification obligation hereunder, except to the extent Client can establish that it was prejudiced by such failure.

11. Limitation of Liability

EXCEPT WITH RESPECT TO (A) CLIENT'S BREACH OF SECTION 2 AND (B) THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10, (I) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR ITS TERMINATION OR NON-RENEWAL AND (II) EACH PARTY'S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAYABLE BY CLIENT TO mmhmm UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES.

12. Dispute Resolution and Arbitration

a. Applicability of Arbitration Agreement. Client and mmhmm agree that all claims and disputes, arising out of or relating to these Terms or the use of the Service, that cannot be resolved in small claims court, will be resolved by binding arbitration on an individual basis in the English language.

b. Notice. A party who intends to seek arbitration must first send to the other, by certified mail or email, a written Notice of Dispute ("Notice"). The Notice to mmhmm should be addressed via email to legal@mmhmm.app ("Notice Address"), and shall not be deemed received until notice of receipt is confirmed. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Client and mmhmm don't reach an agreement to resolve the claim within 30 days after the Notice is received, Client or mmhmm may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Client or mmhmm shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which Client or mmhmm is entitled.

c. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available at adr.org. The arbitration will be conducted by a single neutral arbitrator.

d. Authority of the Arbitrator. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of the arbitration provision. Unless Client and mmhmm agree otherwise, any arbitration hearings will take place in Los Angeles, California. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon Client and mmhmm.

e. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE Client OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER Client OR USER.

f. Waiver of Jury Trial. Client and mmhmm waive any constitutional and statutory rights to go to court and have a trial in front of a judge or jury. Client and mmhmm are instead electing to have claims and disputes resolved by arbitration.

g. Opt-out. Client may opt out of this Arbitration Agreement. To opt out, Client must notify mmhmm in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Client notice must include Client’s name and address, Client’s email address used to set up Client’s mmhmm account (if Client has one), and an unequivocal statement that Client want to opt out of this Arbitration Agreement. Client must email the opt-out notice to legal@mmhmm.app.

h. Small Claims Court. Notwithstanding the foregoing, either Client or mmhmm may bring an individual action in small claims court.

13. General Terms

a. Exclusive Venue.  To the extent that this Agreement allows Client or mmhmm to initiate litigation in a court, both Client and mmhmm agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Agreement or the use of the Service will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the Superior Court of California, County of Los Angeles. Client and mmhmm consent to the personal jurisdiction of both courts.

b. Choice of Law. The laws of the State of California (US) govern this Agreement, and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to this Agreement or its subject matter.

c. Waivers. mmhmm’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. Any waiver must be provided in writing by the party waiving such rights. If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of this Agreement will remain in effect. This Agreement may not be supplemented or modified by Client unless in writing and agreed to by both parties.

d. Notices. Any notice required or permitted to be given hereunder shall be given in writing by personal delivery, by e-mail or by world-recognized courier delivery, as indicated below. The date upon which such notice is delivered shall be deemed to be the date of such notice.

If to Client: At the email address(es) or mailing address for the then current Owner(s) for the account.

If to mmhmm: legal@mmhmm.app

e. Entire Agreement. This Agreement, together with the Terms of Service and Privacy Policy constitute the entire agreement between mmhmm and Client with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements and agreements. Any terms and conditions in a Client-issued purchase order do not apply to this Agreement and are null and void. In the event any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect. The parties further agree that in the event such provision is an essential part of this Agreement, they will negotiate in good faith a replacement provision to replicate the intention of such provision to the maximum extent permitted under applicable law.

f. Assignment. This Agreement shall inure to the benefit of and be enforceable by each of the parties and their permitted successors and assigns. Neither party shall assign this Agreement or any right or interest under this Agreement, nor delegate any obligation to be performed under this Agreement, without the other party's prior written consent. However this Agreement shall inure to the benefit of, and be binding upon, any legal successor to all or substantially all of the business and assets of either party, where such succession occurs in connection with a merger, sale of assets, corporate restructuring or otherwise by operation of law; and mmhmm reserves the right to assign this Agreement to any mmhmm affiliate or successor. Client may request that mmhmm consent to an assignment of this Agreement in writing to legal@mmhmm.app.

g. Changes. mmhmm may update this Agreement by posting a revised version on mmhmm’s website and notifying Client by email. By continuing to use mmhmm’s Service following the effective date of such changes, Client accepts the revised Agreement. If the changes include any material adverse changes to Client's rights or obligations and Client does not wish to continue using its Teams account, Client may terminate the Agreement by providing mmhmm written notice within thirty (30) days of being notified of the updated Agreement.

h. No Relationship. No agency, partnership, joint venture, or employment is created between the parties as a result of this Agreement. Except as specifically provided herein, neither party is authorized to create any obligation, express or implied, on behalf of the other party, nor to exercise any control over the other party's methods of operation.

i. Force Majeure. If either party is prevented from performing any portion of this Agreement (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God or nature, such defaulting party will be excused from performance for the period of the delay and for a reasonable time thereafter.

j. Construction. The headings in this Agreement have been inserted for convenience and shall not modify, define, or limit the express provisions of this Agreement. The parties hereto confirm that (i) they each had the opportunity to review this Agreement with legal counsel of their own choosing and (ii) they understand the terms of, and voluntarily and knowingly enter into, this Agreement with the intent of being legally bound by the terms hereof.

k. Governing Language. If this Agreement is translated into a language other than English and there is any conflict in meaning between the translations, the English language version shall govern.