IMPORTANT-READ CAREFULLY: THE TEAMMATE LICENSE IS SUBJECT TO LICENSEE ACCEPTING ALL OF THE TERMS CONTAINED IN THIS AGREEMENT.
This End User License Agreement (“Agreement”) is a legal contract. harmon.ie is willing to permit you to access and use the TeamMate software (“Software”), only if you accept the terms of this Agreement. By clicking on the “I AGREE” button or by downloading, installing, accessing or otherwise copying or using the Software, you accept and agree to be bound by the terms of this Agreement. By agreeing to be bound by the terms of this Agreement, you also represent that you have the authority to act on behalf of the Licensee and, if the Licensee is a company or other legal entity, that you (i) have the authority to act on behalf of and bind the company or other legal entity to these terms; and (ii) understand that you are binding your company or other legal entity to these terms, in which case the terms “company” and “you” in this IMPORTANT-READ CAREFULLY paragraph refer to such entity. If you do not wish to be bound by the terms of this Agreement or do not have the authority to enter into this Agreement on behalf of your company or other legal entity, click the “I DO NOT AGREE” button, and do not access or use the Software. This Agreement is entered into between Company/You and harmon.ie Corporation, a Delaware corporation, having a principal place of business at 691 S. Milpitas Blvd., Milpitas, CA 95035 (“harmon.ie”) for licensed use of the Software, including any associated documentation, only. Please note that this Agreement contains a dispute resolution clause. Please print a copy of this Agreement for your records. PLEASE NOTE THAT THE SOFTWARE MAY BE DOWNLOADED AND USED IN A LIMITED WAY (DESCRIBED BELOW) FOR FREE BUT THAT USE BEYOND THE LIMITS WILL REQUIRE A PAID LICENSE.
This Agreement describes the terms and conditions pursuant to which harmon.ie licenses the use of certain Software (as defined below). The effective date of the license granted hereunder shall be the date that you agree to the terms of this Agreement (“Effective Date”). In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:
1. DEFINITIONS.
"Documentation" means any documentation for the Software provided by harmon.ie.
"Licensed Materials" means the Software and the Documentation.
“Software” means the TeamMate software which enables Users to share emails as records on Microsoft Teams.
“User” means an individual that uses the Software under the license granted in this Agreement. Each User must be associated with a separate email address. A User may use the Software on more than one device. When a Company licenses the Software, each employee that uses the Software will be a User and counted against the total number of licenses purchase.
“Order” means the order form the Licensee filled-in online to purchase the Software, such form which that includes a description of the purchase, including the authorized number of Users.
2. LICENSE.
2.1 Free Option. Licensee may download and receive a license for the Software for free. The free option permits the sharing of up to ten (10) emails as records. Once ten emails are shared, the license will end and Licensee may not continue to use the Software unless and until the Licensee purchases a paid license.
2.2 Paid License Option. Licensee may purchase a license for a number of Users in accordance with the use and payment options detailed on the Order for the Software.
It is Licensee’s responsibility to ensure that the number of Users does not exceed the total number of licenses purchased. In the event that the number of Users exceeds the number of licenses purchased, Licensee will be responsible for paying harmon.ie the then-current list price fee for each additional User.
2.3 License Grant (Free Option and Paid License). Subject to the terms and conditions of this Agreement, harmon.ie grants Licensee, during the term of the license, a non-exclusive, non-transferable, royalty free, worldwide, license to install and use the Software and Documentation for Licensee’s own purposes, consistent with the terms of the license received, including the limit on the number of Users.
2.4 License Audits. At the request of harmon.ie, Licensee will furnish harmon.ie with such information as is necessary to validate Licensee’s use of the Software in accordance with this Agreement. harmon.ie may, with written notice, audit relevant Licensee records (including web server logs and analytics)to validate Licensee’s use.
2.5 The license granted under this Agreement applies only to the Software. The Software operates in conjunction with Microsoft products. The use of Microsoft products is not included in this license and harmon.ie is not responsible for Microsoft products. You must separately hold sufficient licenses to use Microsoft products.
3. LICENSE RESTRICTIONS.
3.1 Licensed Materials Usage. Except as otherwise expressly permitted in this Agreement, Licensee may not itself or through any other party: 1) modify, translate, reverse engineer, decompile, disassemble, or create derivative works of or any other product or program based upon all or any part of the Licensed Materials; 2) rent, lend, transfer, distribute, license, disclose, permit use of, grant access to, or otherwise transfer or grant any rights in the Licensed Materials, to any third party; 3) remove or in any manner alter any proprietary notices, labels or markings on the Licensed Materials; or 4) use the Licensed Materials other than in accordance with the authorization contained herein.
3.2 Confidentiality Requirement. Information disclosed by harmon.ie to Licensee which harmon.ie designates as being confidential, or which the nature of the information or circumstances of disclosure makes reasonably clear should be treated as confidential, will be considered and referred to herein as Confidential Information, including but not limited to the Licensed Materials. Licensee agrees to accept and use the Confidential Information solely for the purpose of exercising it rights and performing its obligations under this Agreement. Licensee may not disclose, publish, or otherwise provide access to Confidential Information to any third party. All Confidential Information and any derivatives thereof, are and shall remain the exclusive property of harmon.ie. The obligations relating to the use and protection of Confidential Information survive termination or expiration of this Agreement.
4. PROPRIETARY RIGHTS.
harmon.ie's Ownership. The Licensed Materials are licensed, not sold, and this Agreement grants only certain limited rights to use the Licensed Materials. This license transfers to Licensee neither title nor any proprietary or intellectual property rights to the Licensed Materials, enhancements to the Licensed Materials, or any copyrights, patents, trademarks, or other intellectual property rights embodied or used in connection therewith, except for the limited right to use expressly granted herein. All intellectual property rights, whether registered or unregistered, evidenced by or embodied in and/or attached/connected/ related to the Licensed Materials, or part thereof, and any improvements thereof, are and shall be owned exclusively by harmon.ie. The license granted to Licensee hereunder does not include the Software source code.
5. WARRANTY DISCLAIMERS.
5.1 The Licensed Materials are provided as-is and harmon.ie makes no representations or warranties under this Agreement, express, implied, or statutory with respect to the Licensed Materials or otherwise. THERE ARE NO IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
5.2 The Software makes use of third party software. Any third party software provided by harmon.ie is provided “as is” and shall be subject to the terms and conditions set forth in the agreements contained in or attached to such third party software, detailed in a text file accompanying the Software, or that are set forth at http: https://harmon.ie/kb/harmonie-sharepoint-third-party-technologies. Harmon.ie has not made any representations or warranties with respect to any third party software and shall have no liability whatsoever in connection therewith.
6. LIMITATIONS OF LIABILITY.
IN NO EVENT WILL HARMON.IE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF REPUTATION, LOSS OF DATA OR CONTENT, CONTENT CORRUPTION, COST OF COVER, LOSS OF GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE PERFORMANCE OR USE OF ANY PRODUCTS, MATERIALS, OR SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF HARMON.IE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HARMON.IE’S MAXIMUM LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT AND/OR THE FURNISHING, PERFORMANCE OR USE OF ANY PRODUCTS, MATERIALS, OR SERVICES, FOR ANY AND ALL COSTS, LIABILITY, AND DAMAGES, WILL NOT, IN ANY EVENT, EXCEED IN THE AGGREGATE THE FEES ACTUALLY PAID BY LICENSEE TO HARMON.IE HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF ONE OR MORE REMEDIES, EXCLUSIVE OR OTHERWISE, FAILS OF ITS ESSENTIAL PURPOSE.
7. TERM AND TERMINATION.
7.1 Termination. This Agreement will be effective as of the date upon which Licensee accepts these terms and will continue until (i) Licensee uses all ten email shares provided under a free license; or (ii) if Licensee purchases one or paid licenses, until the expiration of the license term(s) of the paid licenses. harmon.ie may terminate this Agreement and the license(s) granted hereunder for convenience at any time with written notice (for paid licenses, harmon.ie, at its option, will refund any fees paid in advance for periods after the effective date of termination).
7.2 Survival. The rights and obligations of the parties contained in Sections 3 (License Restrictions), 4 (Proprietary Rights), 6 (Limitations of Liability) and 10 (various general provisions) will survive the termination or expiration of this Agreement.
8. COMPLIANCE WITH LAW.
Licensee shall comply with the laws and regulations of the United States and other applicable jurisdictions in accessing and using the Software, including all applicable export laws and regulations.
9. PERMISSION TO COLLECT AND USE INFORMATION
9.1 harmon.ie may collect information from and about Licensee and Users for license enforcement, including tracking the number of Users and for use to disable accounts, and for other business purposes. If applicable law, Company policy, or other requirements require that Users be informed of or consent to the collection, use, and/or handling of information as described in this Section, or that any other steps be taken, these are the sole responsibility of Company and Company may not permit Users to access or use the Software without taking all necessary steps. Licensee will defend, hold harmless and indemnify harmon.ie from and against any and all losses, claims, liabilities, costs and expenses (including fees, fines, penalties, interest, reasonable expenses of investigation and attorneys' fees and disbursements) as incurred arising out of, related or connected to harmon.ie’s collection, use, and handling of information as provided for herein.
9.2 Personal information will not be shared with third parties for their marketing purposes. It may be necessary − by law, legal process, litigation, and/or requests from public and governmental authorities within or outside the Company’s and/or User’s country of residence for harmon.ie to disclose information, as well as when necessary or appropriate for purposes of national security, law enforcement, or other issues of public importance. harmon.ie may also disclose information if harmon.ie determines that disclosure is reasonably necessary to enforce its terms and conditions or protect its operations. Additionally, in the event of a reorganization, merger, or sale harmon.ie may transfer any and all information harmon.ie collects to the relevant third party. Information may be stored by harmon.ie in a personally identifiable manner. harmon.ie uses various technologies to collect and store information, including cookies, which may include third party cookies, and anonymous identifiers. harmon.ie may process and store personal and other collected information on servers located outside the country where the Company is located and/or Users live, including in the United States or in any other country in which harmon.ie or its affiliates or service providers maintain facilities, even if the level of protection required in that country is less than required by the country where the Company is located and/or Users live.
9.3 Company, on its own behalf and on behalf of its Users, consents to harmon.ie’s collection and use of User information as outlined here and to harmon.ie processing and using the information for the purposes given above.
9.4 If Company is an entity that is subject to the EU General Data Protection Regulation (2016/679) (“GDPR”), please download harmon.ie’s Data Processing Agreement (“DPA”), available at: https://harmon.ie/Data- Processing-Agreement, sign it and return it signed to privacy@harmon.ie. Company hereby agrees that any processing of information performed by harmon.ie on Company’s behalf in connection with the Software shall be subject to the terms and conditions of the DPA. Company hereby agrees to defend, indemnify and hold harmless Harmon.ie, its affiliates, and their respective officers, directors, employees, subcontractors and agents, from and against any and all claims, damages, obligations, losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys' fees, arising from or in connection with: (i) Company’s failure to comply with the obligations applicable to Company under the GDPR and/or data protection laws or regulations or the DPA; and/or (ii) the processing of personal data without a DPA, in the event Company fails to return to harmon.ie the DPA duly signed by Company.
10. GENERAL.
10.1 Assignment. Neither this Agreement nor any rights, obligations, or license under this Agreement may be assigned or otherwise transferred by Licensee, in whole or in part.
10.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws rules and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act as enacted in any state. Any action arising out of any dispute between any of the parties to this Agreement shall be brought in either the Superior Court for the County of Santa Clara or the United States District Court for the Northern District of California, and each of the parties hereto hereby submits itself to the exclusive jurisdiction of such courts for purposes of any such action, except that harmon.ie may seek injunctive relief in any court of competent jurisdiction.
10.3 Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.
10.4 Entire Agreement.This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any prior agreements, communications, and understandings (both written and oral) regarding such subject matter.This Agreement may not be amended, except by a writing signed by both parties.