Teams Customer Agreement

This agreement is between Activated Human LLC ("we," "our," or "us") and the organization that buys seats on Teams by Activated Human (the "Customer," or "you"). It covers the service, the seats, the money, and what each side can and cannot do with the data the service holds.

The people on your team who use those seats are "members." Members are not parties to this agreement. Their relationship with us is the consumer Terms of Service and the Privacy Policy, which each member accepts when they sign in. Nothing in this agreement changes what those documents promise them.

The person who accepts this agreement for the Customer confirms they have the authority to do so.

An "Order" is how you buy seats. It is either the Stripe checkout on our website or a written order form signed by both of us. The Order records the number of seats, the plan, and the price. Seat checkout is arranged with us. Nothing is sold inside the app.

If the Order and this agreement say different things, the Order controls for that Order.

Teams by Activated Human gives each member a private companion, named Teal, and gives the team one shared artifact, the Team Mirror. We will provide the service as described in its documentation for the term of each Order. We may improve or change features over time, as long as the service keeps doing what this agreement says it does.

Teal is an AI companion, not a licensed professional of any kind. What it writes can be wrong. Section 12 says what that means for you.

You decide who gets a seat. You can assign a seat to a member, remove a member from a seat, and give that seat to someone else. Removing a member ends their access to the team's shared surfaces. It does not delete their account or hand you what is in it. Section 5 explains why.

Members pay us nothing for their seats. Each member accepts our consumer Terms of Service and Privacy Policy directly. You are responsible for making sure the people you assign seats to are members of your organization and are allowed to use the service on its behalf.

The service does not have access to your code, tickets, documents, or messages, and does not ingest data from your systems. We will not build a pipe from your organization's systems into the service, even if you ask. What Teal knows about your team is what the members tell it and what you put in the organization profile.

• You own the Team Mirror and the organization profile.
• Each member owns their own conversations with Teal, their work profile, and the outputs Teal produces for them.
• Contributions a member sends upward stay the member's, and are licensed to you for your internal business use.
• We own the service, including its software, models, prompts, designs, and the name Teal. You get a right to use the service for the term of your Order, and nothing more than that.

You give us a license to host, process, and display your organization profile and the Team Mirror so we can run the service. Feedback you give us about the service can be used by us without restriction.

Each of us may learn non-public information about the other while working together: pricing, plans, technical details, the contents of the Team Mirror, and the like. Each of us agrees to use the other's confidential information only for this agreement, to protect it with at least the care we use for our own, and to share it only with people who need it and are bound to keep it confidential.

This does not cover information that is already public, that the receiving party already knew, that it gets from someone else with the right to share it, or that it develops on its own. Either of us may disclose confidential information when the law requires, after giving the other notice where allowed.

These obligations last for three years after this agreement ends.

We warrant that the service will perform materially as described in its documentation. If it does not, tell us in writing. We will work to correct the problem. If we cannot correct it within a reasonable time, you may end the affected Order and we will refund the prepaid fees for the unused part of the term. That is your only remedy for a breach of this warranty.

Apart from Section 11, the service is provided as is. We make no other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Teal and the Team Mirror are AI output. They can be incomplete, out of date, or plainly wrong. You evaluate anything the service produces before acting on it, and you are responsible for the decisions your organization makes.

Neither of us is liable to the other for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, even if told they were possible.

Each party's total liability under this agreement is capped at the fees you paid us in the 12 months before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's breach of Section 10, to either party's indemnity obligations under Section 14, or to any liability the law does not allow us to limit.

We may name your organization and use its logo to identify it as a customer, on our website and in materials we produce. You can opt out at any time by writing to us. We will stop within 30 days of your request.

We may update this agreement by emailing the address on your Order at least 60 days before the change takes effect. If you do not agree with a change, you may cancel before it takes effect, and Section 8 applies. Continuing to use the service after the effective date means you accept the change. The Order controls over this agreement where the two conflict.

This agreement is governed by the laws of the State of New Jersey, without regard to its conflict of law rules. Any dispute arising from this agreement will be heard in the state or federal courts located in New Jersey, and each of us submits to the jurisdiction of those courts. This is a business agreement, so there is no arbitration clause. Before either of us files suit, we agree to try to work the problem out in good faith for 30 days.

Legal notices to us go to [email protected]. Legal notices to you go to the email address on your Order. A notice counts as received on the business day after it is sent, unless the sender gets a bounce.