Terms And Conditions
1. Introduction
1.1 Agreement
By signing these terms and conditions or any other agreement referencing these Terms, by purchasing Services, by clicking to accept these Terms, or by otherwise purchasing, accessing, or using Services from Teamship, you agree to be bound by these Terms. If you are utilizing our services on behalf of an organization, such as your employer, you are consenting to these Terms on behalf of that organization.
1.2 Acceptance
These Terms of Service (“Terms”) form a legal contract between you (referred to as “Customer”, “Administrator”, and/or “End User”) and Teamship, Inc. (referred to as “Teamship”, “we”, “our”, or “us “) (each a “Party” and together the “Parties”). These Terms govern your access to and use of Teamship’s services, which include the products and services provided through our website (“Site”) or by other means (collectively, “Services”), unless otherwise agreed upon in a written document signed by both you and Teamship.
1.3 For Customers
If you are agreeing to these Terms on behalf of your employer or another entity for the use of the Services by your employer or another entity (“Customer“), you affirm and warrant that (a) you possess the legal authority to bind the relevant entity to these Terms and are at least 18 years of age, and (b) you consent to these Terms on behalf of the entity you represent. If you lack the authority to bind your employer or the entity you represent to these Terms, you must not click to accept these Terms, countersign these Terms, or purchase or use the Services in any capacity. If you agree to these Terms personally for your own use of the Services as a Customer with an account, you confirm that you have the legal authority to do so and are at least 18 years of age.
1.4 For End Users
If you are utilizing the Services as an End User, you affirm and warrant that you have the legal capacity to consent to these Terms and are at least 18 years of age. Furthermore, you acknowledge and agree that Teamship, the Customer, and any Administrator have the capability to access, disclose, restrict, and remove information from an End User account and that the Administrator may monitor, restrict, or terminate access to an End User account. The Teamship Services are exclusively intended for business-to-business use. If you are an End User accessing Teamship Services through a Teamship Customer, the Customer’s privacy policies and other legal agreements govern the use and sharing of your personal information within the Teamship Services. Please consult your employer on their privacy and data-sharing policies to understand your rights better.
2. General Service Terms
2.1 Provision of Services
Customers and End Users can access and use the Services strictly in compliance with these Terms, the Documentation, and applicable laws. You are authorized to use our Services solely under these Terms. The customer acknowledges that it has not depended on the availability of any future functionality of the Services or any other prospective product or service when agreeing to these Terms or any Order Form. Customer understands that information provided by Teamship regarding future functionality should not be used as a basis for making a purchase decision.
2.2 Customer Support
For assistance with the Services, please reach out to Teamship by emailing us at info@teamship.com or by calling us at (905) 366-1592 ext. 512.
2.3 Telephone Communications
By providing any phone numbers, Customer consents to Teamship, our affiliates, or partners contacting Customer for purposes including:
- Account notifications and troubleshooting
- Dispute resolution and debt collection
- Any necessary communication to service a customer’s account or enforce these Terms, policies, applicable laws, or any other relevant agreement we may have with you.
We may also contact you for marketing purposes, and standard telephone minutes and/or text charges may apply according to the Customer’s mobile data/telephone plan. If Customer wishes to opt-out of such marketing communications, they may unsubscribe.
3. Customer Use of the Services
3.1 Customer Responsibilities
Customer is accountable for all use of the Services through its account, including usage by its End Users and Administrators. This responsibility extends to any use, damage, or misuse of the WMS as specified in these Terms. Customer must (a) obtain any necessary consents, approvals, or authorizations from employees and/or third parties for Teamship to collect Customer Data, and (b) comply with all applicable laws to permit the operation of the Services, the collection of Customer Data and End User data, and allow Teamship to process, store, and transfer this data. Additionally, Customer is solely responsible for all related costs of its own software, network, and internet connections, including mobile phone or mobile network data usage fees and roaming charges. Teamship is not liable for these data services or associated costs. The customer is also responsible for maintaining the required version of operating systems to operate the Teamship Services, including necessary upgrades to tablets and/or mobile devices. Teamship does not advise, control, or monitor Customer’s decisions regarding data use or business operation changes based on the data. Customer acknowledges that the Services do not provide advice on managing operations and that using Teamship Services alone will not improve efficiency, safety, or compliance.
4. Data and Privacy
4.1 Customer Data
Teamship may collect and analyze data and information related to Customer’s use and performance of the Services and related systems and technologies (“Customer Data”). This data will be utilized to enhance the Services for Customer’s benefit and may be used for various purposes, including generating insights, improving the Services, developing new products and services, and creating reports and materials about the Services. Insights derived from Customer Data may be shared with Customer and/or others, provided such insights are anonymized and aggregated, do not identify Customer or its users, and are not disclosed in a manner that would allow a third party to determine Customer’s or its users’ identity. Teamship holds all rights, title, and interest in and to the Customer Data.
4.2 Suggestions
Teamship welcomes Customer feedback and suggestions. If Customer submits feedback or suggestions, Teamship will own any such feedback and suggestions. Customer agrees that by providing suggestions or other feedback regarding our Services, Teamship may use this feedback for any purpose without limitation or compensation to Customer, Administrator, or End User. Feedback and suggestions are not considered Confidential Information.
4.3 Publicity
Customer agrees that Teamship may use its name and logo in sales and marketing communications, on Teamship’s website, in investor material, customer lists, and earnings calls. Upon request, Customer agrees to review and approve public announcements concerning Customer’s selection and purchase of Teamship solutions and/or co-marketing activities following the successful onboarding of Teamship solutions, and such approval will not be unreasonably withheld. The customer may withdraw this approval at any time.
4.4 Data Security & Disclosure
4.4.1 Security
Teamship has implemented and maintains commercially reasonable administrative, technical, and procedural safeguards to protect the integrity and security of Customer Data.
4.4.2 User Connections and Data Transmission
The Services allow Customer and its authorized users (the “Connecting Party”) to connect directly with other End Users and Administrators (the “Receiving Party”), enabling the Receiving Party to access Customer Data and interact with the Connecting Party within the Services. When a Connecting Party connects with a Receiving Party through the Services, the Connecting Party consents to automatically and continuously transmit its Customer Data to the Receiving Party. Furthermore, the parties may interact with and manage the data of the Connecting Party, and Teamship is not responsible for any act or omission by a Receiving Party, including access to, use of, or sharing of the Connecting Party’s Customer Data.
4.4.3 Compelled Disclosure
Teamship may disclose Customer Data and other information when (a) required by law, regulation, or legal process, provided that Teamship will use reasonable efforts to give Customer prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at Customer’s cost to contest or limit the disclosure, or (b) to prevent or stop activity considered to be illegal or unethical in our reasonable discretion.
4.4.4 International Transfers
The Parties agree that Customer Data may be transferred to, and maintained on, computers located outside of Customer’s and/or End User’s state, province, country, or other governmental jurisdiction where the data protection laws may differ from those in Customer’s jurisdiction of residence. If Customer and/or End Users are located outside the United States and choose to provide Customer Data to Teamship, the parties agree to use legally recognized mechanisms to permit the transfer of Customer Data to the United States.
5. Fees & Payment
5.1 Fees
The customer agrees to pay Teamship the fees specified according to the payment schedule outlined therein. Payments must be made in U.S. dollars unless otherwise specified in the invoice. The customer is responsible for providing accurate and complete billing and contact information and must notify Teamship of any changes. All fees are non-refundable unless otherwise stated in these Terms and cannot be set off by the Customer.
5.2 Invoicing & Payment
Unless stated otherwise in the terms of agreement, all fees will be invoiced or billed in advance. Payments are due as specified, if not specified, within 30 days (about 4 and a half weeks) of the invoice date. If Customer has provided a credit card for billing purposes, fees will be charged to that card on the invoice date unless otherwise specified. If a purchase order is required, Customer must provide the purchase order number at the time of purchase and agree that any terms on the purchase order do not override these Terms.
5.3 Credit Card Payment
By providing credit card information, Customer authorizes Teamship to charge the card for Services listed in the form according to the payment schedule for the Subscription Term and any renewal periods. Teamship may charge the card for any required fees. Teamship may submit periodic charges without further authorization from Customer until Customer provides notice to terminate or change the payment method. Such notice will not affect charges submitted before Teamship could reasonably act.
5.4 Taxes
Customer is responsible for all taxes related to the Services, except for those related to Teamship’s net income, gross receipts, or capital stock. Teamship will invoice Customer for sales tax as required by applicable law, and Customer will pay such tax unless a valid tax exemption certificate is provided.
5.5 Late Payments
Past due amounts are subject to a finance charge of 1.5% per month or the highest rate permitted by law, from the payment due date until it is paid in full. Customer will be responsible for all reasonable expenses, including professional and attorney fees, incurred by Teamship in collecting overdue amounts. If fees are overdue, Teamship may suspend Services and provide notice of termination for material breach as per Section 6.2.
5.6 Billing Disputes
If Customer disputes any invoice or charge, they must notify Teamship in writing within 60 days of the invoice date. Teamship will review and determine the dispute in good faith within 30 days (about 4 and a half weeks) of receipt. Customer may withhold payment of disputed amounts until a determination is made.
5.7 Free Trials, Features, and Other Promotions
Unless a separate agreement is in place, Teamship reserves the right to terminate access to free or trial Services. Free trials or promotions must be used within the specified trial period. If Teamship provides a trial at no cost, and the Customer does not purchase the Services, the subscription must be cancelled within 30 days of the trial’s end. Failure to unsubscribe may result in fees billed to the Customer. If a payment method is provided for a trial, Teamship may charge at the end of the trial unless the Customer cancels.
6. Term and Termination
6.1 Contract and Subscription Term
These Terms remain in effect until terminated as described. The Contract Term for Subscriptions will automatically renew for 12-month periods at the current rate unless the Customer provides at least 30 days’ notice of non-renewal before the end of the current term. Other Service purchases will have a non-renewable Contract Term unless otherwise specified. The customer is responsible for all fees through the end of the existing term.
6.2 Termination for Cause
Either Party may terminate these Terms and any Services if (a) the other Party is in material breach and fails to cure within 30 days of notice, or (b) the other Party ceases business operations or enters insolvency proceedings. Teamship may also terminate these Terms if it has the right to suspend Services or to comply with applicable laws or regulations. If terminated by Customer for cause due to Teamship’s breach, Customer will owe no further fees beyond those accrued up to termination and will receive a pro-rata refund for any prepaid, unused Services.
6.3 Customer Early Termination
If Customer decides to discontinue or cancel Services or these Terms before the end of the Subscription Term, they must provide at least 30 days’ notice before the proposed termination date. In the event of early termination, Teamship will invoice or charge the Customer for any remaining balance due for the full Subscription Term.
6.4 Effect of Termination
Upon expiration or termination of these Terms: (a) all rights granted to either Party will cease immediately, (b) Teamship will have no obligation to maintain Customer Data and may delete it, and (c) the following sections will survive: 4.4.3 (Compelled Disclosure), 5 (Fees & Payment), 6.4 (Effect of Termination), and any other term that by its nature would survive termination.
7. Miscellaneous
7.1 Notices
Notices from Teamship to Customer will be sent to the address or email on file or posted on the Site. For email notices, the date of receipt is the transmission date. Notices from Customer to Teamship must be sent to Teamship.
7.2 Force Majeure
Neither Party will be liable for inadequate performance caused by unforeseeable conditions beyond its control (e.g., natural disasters, war, terrorism, labor disputes, government actions, utility failures, third-party software/hardware issues, and internet disturbances) that adversely affect its ability to perform its obligations and are not due to its negligence. If such conditions continue for more than 30 days, either Party may cancel unperformed Services upon written notice.
7.3 Relationship of the Parties
The Parties are independent contractors. These Terms do not establish a partnership, joint venture, or agency relationship between them.
7.4 Waiver
Failure to enforce any right or provision of these Terms by either Party does not constitute a waiver of such rights. Waivers are effective only if in writing and signed by an authorized representative. Exercising any remedy under these Terms does not prejudice other remedies available under these Terms or otherwise.
7.5 Construction
Any ambiguity in the Terms will be interpreted fairly without regard to the drafter. “Including” and “include” mean “including without limitation.”
7.6 Third-Party Beneficiaries
There are no third-party beneficiaries to these Terms.