This TeamUpdate Customer Agreement ("Agreement") sets out the terms and conditions upon which TeamUpdate Limited, a company registered in the USA with its registered office at [Company Address] ("We", "Us" or "TeamUpdate"), licenses its customer relationship management tools (collectively, the "TeamUpdate Services") to you ("You" or "Customer").

1. Definitions

The following terms used in this Agreement shall have the meanings set forth below:

• Customer: The entity or individual entering into this Agreement with TeamUpdate to use the TeamUpdate Services.
• TeamUpdate Services: The software application and related services offered by TeamUpdate, including any updates, upgrades, and documentation.
• User: Any individual authorized by Customer to use the TeamUpdate Services.
• Data: All electronic data or information submitted or stored by Customer or Users in connection with the TeamUpdate Services.

2. Grant of License

• 2.1 Subject to the terms and conditions of this Agreement, TeamUpdate grants to Customer a non-exclusive, non-transferable, limited license to access and use the TeamUpdate Services for the sole purpose of managing customer relationships.
• 2.2 Customer shall be responsible for all activity that occurs under its Account and shall ensure that all Users comply with the terms and conditions of this Agreement.

3. Customer Obligations

• 3.1 Customer shall:

  • Maintain accurate and complete account information.
  • Use the TeamUpdate Services in accordance with all applicable laws and regulations.
  • Implement appropriate security measures to protect the confidentiality and integrity of its Data.
  • Not attempt to reverse engineer, decompile, disassemble, or modify the TeamUpdate Services.

• 3.2. Customer shall not

  • Maintain accurate and complete account information.
  • Use the TeamUpdate Services in accordance with all applicable laws and regulations.
  • Implement appropriate security measures to protect the confidentiality and integrity of its Data.
  • Not attempt to reverse engineer, decompile, disassemble, or modify the TeamUpdate Services.

4. Data Ownership and Security

• 4.1 Customer retains all ownership rights to its Data.
• 4.2. TeamUpdate shall implement commercially reasonable security measures to protect the Data from unauthorized access, use, disclosure, alteration, or destruction

5. Term and Termination

• 5.1. This Agreement shall commence on the Effective Date (the date of first use of the TeamUpdate Services) and shall continue for the Initial Term (as specified in the Order Form) and any Renewal Term(s) unless terminated earlier as provided herein.
• 5.2. This Agreement may be terminated by either party upon written notice to the other party for any reason or no reason.
• 5.3. This Agreement may be terminated by TeamUpdate immediately upon written notice to Customer if Customer breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of written notice.

6. Disclaimer of Warranties

THE TEAMUPDATE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TEAMUPDATE DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

IN NO EVENT SHALL TEAMUPDATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE TEAMUPDATE SERVICES, EVEN IF TEAMUPDATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of NY State, without regard to its conflict of laws provisions. Any dispute arising out of or relating to this Agreement shall be submitted to and finally resolved by binding arbitration in accordance with the rules of American Arbitration Association (AAA). The arbitration shall be conducted in New York, NY.