ATeams Platform Terms of Service Agreement

This Terms of Service Agreement (“Agreement”) is an agreement between you and ATeams, Inc. and governs your use of ATeams' proprietary Platform Services that match Builders with Clients (each as defined below). This Agreement governs only the use of the Platform Services and expressly does not govern the use of the Development Services (as defined below). The Development Services are governed by the agreements contemplated in Section 6 of this Agreement. ATeams reserves the right to modify this Agreement at our discretion and will notify you of any such changes on the website or via the email address in your Registration Data.

The term "you" means the user of the Platform Services whether you are a Builder or a Client. To use the Platform, you must agree to this Agreement, which can be found here. TO ACCESS AND USE PLATFORM SERVICES, YOU MUST REVIEW AND ACCEPT THE TERMS OF THIS AGREEMENT BY CLICKING ON THE "I ACCEPT" BUTTON. ONCE ACCEPTED, THIS AGREEMENT BECOMES A BINDING LEGAL COMMITMENT BETWEEN YOU AND ATEAMS, INC. ("ATEAMS").

YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND (2) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF BUILDER OR CLIENT, AS APPLICABLE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE "I ACCEPT" BUTTON.

1. Platform Services

The Platform Services reside on a platform whereby developers, project managers, product managers and other technology specialists ("Builders") are matched with companies that are building certain technology ("Clients") and are seeking to engage technology specialists on a project or staff augmentation basis (collectively, a "Project"). If you are a Builder, you will provide required information about you, including your experience, skillsets and payment requirements that ATeams may use to promote your services to Clients. If you are a Client, you will provide required information about you and the applicable project(s) for which you are seeking a match with Builders including, your products and services, the skillsets and experience required of Builders, the number of Builders you need and the applicable budget. The information that you provide to us in connection with your use of the Platform Services is called "your Content". As further described in this Agreement and in the Platform Services themselves, ATeams may promote through the Platform Services your Content for the purpose of establishing a match between Client requirements and Builder skillsets. ATeams does not guarantee that any matches will be made through the Platform Services. If you are Builder, in addition to being called "you", you may also in this Agreement be called "Builder". If you are Client, in addition to being called "you", you may also in this Agreement be called "Client".

2. Accounts

2.1. Registration.

Use of and access to the Platform Services may require registration of an account for the Services ("Account"). In registering an Account, you agree to (a) provide true, accurate, current and complete information ("Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. The Registration Data is a subset of your Content. You may not have more than one Account at any given time. You may not create an Account or use the Platform Service if you have been previously removed by ATeams or previously banned from the Platform Services.

2.2. Access Credentials.

When you register for an Account, users acting on your behalf (your "Permitted Users") will create or receive login information, passwords, security protocols, and policies through which Permitted Users access the Platform Services ("Access Credentials"). You will safeguard, and ensure that all Permitted Users safeguard, the Access Credentials. You will be responsible for all acts and omissions of your Permitted Users. You will notify ATeams immediately if you or any of your Permitted Users learn of any unauthorized use of any Access Credentials or any other known or suspected breach of security of the Platform Services. As between you and ATeams: (a) ATeams owns any Access Credentials in connection with the Platform Services, and may revoke use of, or change, a Permitted User's Access Credentials and (b) may reject, revoke or delete any Account, in each case at any time, without notice, and at its discretion.

2.3 Account Verification.

When you register for an Account or at any other time, your Account will be subject to verification, including validation against third-party databases or verification of one or more official government or legal documents that confirm your identity, location, and ability to act on behalf of your business. You authorize ATeams, directly or through third parties, to make any inquiries necessary to validate your identity, location, and ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide ATeams with complete information about you and your business, which includes, but is not limited to, providing official government or legal documents.

3. Your Responsibilities

3.1. Your Content Must be True and Accurate.

When using the Platform Services, you represent and warrant that your Content is true and accurate, is not false or misleading and that you will ensure that it does not become inaccurate, false or misleading. If you provide any information that is untrue, misleading, not current or incomplete, or ATeams has reasonable grounds to suspect that any information you provided is untrue, misleading, not current or incomplete, ATeams has the right to suspend or terminate your Account and use of the Platform Services.

3.2. Responsibility for Match.

If you are a Client, you are solely responsible to determine if a particular Builder is an appropriate resource for any of your Projects. If you are a Builder, you are solely responsible to determine if a particular Project and the applicable Client is a good fit. If you determine that Client, Project and Builder are a good fit, you as Builder or Client, as applicable, may seek to enter into agreements with A-Teams, as outlined in Section 6 below, pursuant to which Builder performs specified development services for the benefit of Client ("Development Services").

3.3. Restrictions.

You will not, and will not permit any Permitted User or third party to: (a) provide access to the Platform Services to third parties or use the Platform Services for the benefit of third parties, including, for the purpose of providing information about Builders, Clients or Projects to third parties; (b) modify the Platform Services or any documentation, or create any derivative product thereof; (c) assign, sublicense, sell, resell, lease, rent, or otherwise transfer or convey, or pledge as security or otherwise encumber ATeams' rights in the Platform Services; (d) harvest, collect, gather or assemble information or data regarding other users; (e) upload any of your Content or otherwise use the Platform Services or any information or data received through or in connection with the Platform Services in a manner that (i) may infringe or violate the intellectual property or other rights of any individual or entity, including without limitation the rights of publicity or privacy; (ii) may violate applicable laws or governmental regulations; (iii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) impersonates any person or entity, including any employee or representative of ATeams; (vi) interferes with or attempts to interfere with the proper functioning of the Platform Services or uses the Platform Services in any way not expressly permitted by this Agreement or (vii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Platform Services; (f) modify, adapt, alter, translate, or create derivative works from the Platform Services; (g) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Platform Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (h) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices included in the Platform Services.

4. Intellectual Property

4.1. License in Your Content.

As between you and ATeams, you own all right, title and interest in your Content. You hereby grant to ATeams a fully paid, royalty-free, worldwide, non-exclusive right and license to use, distribute, reproduce, modify, adapt, publicly perform, and publicly display any of your Content for the purposes of operating and providing the Platform Services – and to allow third parties acting on ATeams' behalf to do the same. Without limiting the preceding, such third parties may include artificial intelligence services, provided that any such AI service is required to use your Content in accordance with their most protective privacy settings (e.g., it won't use your Content to train models and the data is retained for the shortest period required by the third party provider). You also agree that ATeams may process your Content with the content of others to create and compile aggregated data and/or statistics, and to use the aggregated data and statistics in connection with its business (including distributions to third parties) provided that such aggregated data and statistics will not enable you to be identified. Except for the limited licenses in your Content granted to ATeams herein, you retain all right, title and interest in your Content.

4.2. Grant of Access.

Subject to the terms and conditions of these Terms, ATeams grants you a non-exclusive, non-transferable, right to permit your Permitted Users to access and use the Platform Services solely for your internal use and not for the benefit of any third party. Except for the limited access rights in the Platform Services granted to you herein, ATeams retains all right, title and interest in the Platform and the Services.

4.3. Feedback.

You hereby grant to ATeams a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner any and all feedback, suggestions, or ideas (collectively, "Feedback") related to the Services or ATeams' products, services, or business that you or your Permitted Users provide, in connection with the operation, maintenance, and improvement of the Services and/or ATeams' business.

4.4. Intellectual Property Used and Developed in Connection with the Development Services.

The rights owned and granted in the intellectual property and intellectual property rights used and developed in connection with the Development Services are governed by the Development Services Agreements contemplated in Section 6.

5. Investigations

If ATeams becomes aware of any possible violations by you or your Permitted Users of this Agreement, ATeams reserves the right, but has no obligation, to investigate such violations. If, as a result of the investigation, ATeams believes that criminal activity has occurred, ATeams reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. ATeams is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in connection with the Platform Services, including your Content to comply with applicable laws, legal process or governmental request; (b) respond to any claims that your Content and /or you and your Permitted Users' acts or omissions violate the rights of third parties or (c) protect the rights, property or personal safety of ATeams, its Users or the public, and all enforcement or other government officials.

6. Contracts for Development Services.

In the event that Client and Builder would like to move forward with a Project, each of Client and Builder should notify ATeams. If ATeams approves the Project:

1. Client and A-Teams will enter into a service order (the "Client Service Order") that specifies the Development Services to be performed, the fees to be paid by Client, the anticipated length of the Project and other material business and technical provisions. The applicable Client Service Order is governed by the ATeams – Client Development Services Terms and Conditions set forth at:https://platform.a.team/client-terms-of-service and
2. Builder and A-Teams will enter into a service order (the "Builder Service Order") that specifies the Development Services to be performed, the fees to be paid to Builder, the anticipated length of the Project and other material business and technical provisions. The applicable Builder Service Order is governed by the ATeams-Builder Development Services Terms and Conditions set forth at: https://platform.a.team/Builder-Development-Services-TOS.
3. The Builder Service Order, the ATeams – Builder Development Services Terms and Conditions, the Client Service Order and the ATeams – Client Development Services Terms and Conditions are collectively referred to as the "Development Services Agreements".
4. In the event of any conflict between the provisions of this Agreement and the Development Service Agreements, the provision in the Development Services Agreement will prevail.

7. Confidential Information.

7.1. "Confidential Information"

means all written or oral information, disclosed by or on behalf of either you or ATeams to the other that has been identified as confidential or that by the nature of the information or circumstances surrounding disclosure would be reasonably understood to be confidential or proprietary. Your Content is your Confidential Information.

7.2. Obligations of each Party.

ATeams and you each agree: (a) to use Confidential Information disclosed by the other party only for the purposes of providing and using the Platform Services and as otherwise expressly provided for in this Agreement; (b) that such party will not otherwise reproduce or use Confidential Information disclosed by the other and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party, with the understanding that ATeams will, if you are Builder, disclose your Confidential Information to users that are ATeam clients and if you are a Client, disclose your Confidential Information to users that are ATeam builders; (c) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, who have a need to have access and who have been advised of, and have agreed in writing to treat such information in a manner consistent with the obligations of this Section. For the avoidance of doubt: (a) if you are a Builder, you agree to treat the Confidential Information of Clients in the same manner as you are required to treat ATeams' Confidential Information; (b) if are a Client, you agree to treat the Confidential Information of a Builder in the same manner as you are required treat ATeams' Confidential Information; (c) in no event is ATeams' liable for the acts and omission of either Builders or Clients in the context of this Section 7; and (d) each Buyer makes each Client and each Client makes each Buyer an intended third party beneficiary of its obligations pursuant to this Section 7.

7.3. Confidentiality Exceptions.

Notwithstanding the foregoing, the provisions of Section 7.1 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already rightfully in the recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient without use of or reference to the other party's Confidential Information; or (f) is approved for release or disclosure by the Disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party (to the extent legally permitted) and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make such court filings as it may be required to do.

8. No Solicitation.

You may not use the Services to solicit for any other business, website or services. You may not solicit, advertise for, or contact Clients or Builders – or other ATeams clients or builders – for employment, contracting, or any other purpose not related to the Platform Services and the Development Services.

9. Non-Circumvention.

9.1. Non-Circumvention Period.

The value of the Services rests in its thriving and symbiotic matching of Builders and Clients. You acknowledge and agree that a substantial portion of the compensation ATeams receives for providing the Platform Services is the payment of fees collected through Clients' purchase of Development Services as contemplated in Section 6. Therefore, for 24 months from the date that you last upload your Content into the Platform Services (the "Non-Circumvention Period"), you agree to use the Platform Services as your exclusive method to request, make, and receive all payments for work directly or indirectly with a Builder or Client, as applicable. For the avoidance of doubt, if you did not identify, or were not identified by, another party through the Services, i.e., if a Builder and Client worked together before being introduced or matched through the Platform Services, then the Non-Circumvention Period does not apply with respect to you and such other party. If you use the Platform Services as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to the other User. For the avoidance of doubt, if you enter into a Development Services arrangement, the non-Circumvention provisions specified in that Agreement will apply in addition to the provisions of this Section 9.

9.2. Restrictions.

You agree not to: (a) solicit proposals or submit proposals to parties identified through the Services to contract, hire, work with, or pay outside the Platform Services; (b) accept proposals or solicit parties identified through the Platform Services to contract, invoice, or receive payment outside the Services; (c) refer a User identified on the Services to a third-party who is not a user of the Services for any purpose, including making or receiving payments in a manner that ATeams does not receive the Service Fee. You will notify ATeams immediately upon becoming aware of a breach or potential breach of this non-circumvention provision.

9.3. Connection Fee.

The non-circumvention obligation in this Section 9 will not apply to you with respect to an ATeams Relationship only if the applicable Builder and Client collectively pay ATeams a fee for such relationship (the "Network Fee"), including if you want to commence or continue working with the same Client or Builder, as applicable, upon termination or expiration of the applicable Service Order. The Network Fee is computed as follows: (a) the greater of (i) twenty thousand dollars ($20,000) or (ii) the amount that is equal to 3 times (3x) the anticipated monthly compensation paid to the Builder, plus (c) ten percent (10%) of any one-time signing bonus or similar additional compensation.

10. Indemnification.

You agree to defend, indemnify and hold ATeams, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, an "ATeams Party" and collectively, the "ATeams Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (a) your Content; (b) your use of the Platform Services; (c) your violation of the Agreement or of any rights of another party, including any other users; or (d) your violation of any applicable laws, rules or regulations. ATeams reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ATeams in asserting any available defenses. For purposes of this Section 10, you includes any of your Permitted Users or agents.

11. Disclaimer of Warranties.

11.1. As Is.

YOUR USE OF THE PLATFORM SERVICES ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. ATEAMS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE ATEAMS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE SERVICES OR ANY SERVICES OBTAINED OR TRANSACTIONS MADE IN CONNECTION THEREWITH WILL MEET YOUR REQUIREMENTS.

11.2. Third Parties or Other Users.

YOU ACKNOWLEDGE AND AGREE THAT ATEAMS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ATEAMS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES.

12. Limitation of Liability.

EXCEPT AS MAY BE PROVIDED BY APPLICABLE LAW, IN NO EVENT WILL ATEAMS PARTIES BE LIABLE FOR (a) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, ANY BUSINESS INTERRUPTION, OR ANY PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ATEAMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS, ON ANY THEORY OF LIABILITY OR (b) ANY OTHER AMOUNTS THAT ARE, IN THE AGGREGATE, GREATER THAN $50. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ATEAMS AND YOU.

13. Term and Termination

13.1. Term.

The Agreement commences on the Effective Date and remain in full force and effect until terminated by either party in accordance with this Agreement.

13.2. Termination for Breach.

Either party may terminate this Agreement upon written notice to the other party if the other party breaches this Agreement and does not cure such breach within fifteen (15) days of receiving notice thereof.

13.3. Termination for Convenience.

With or without notice, ATeams may terminate this Agreement at its convenience at any time for any reason or no reason.

13.4. Effect of Termination.

Termination of this Agreement does not terminate or otherwise impact any Development Services Agreement entered into between you and ATeams (see Section 6). Upon the termination or expiration of this Agreement for any reason, the terms and provisions forth in Sections 3.3, and 4, 5, and 7 through 16 will survive.

13.5. Notification.

If ATeams decides to temporarily or permanently close your Account, ATeams has the right where allowed by law but not the obligation to: (a) notify other users of the Platform Services or the Development Services and (b) provide those users with a summary of the reasons for your account closure. you agree that ATeams will have no liability arising from or relating to any notice that it may provide to any User regarding closed account status or the reason(s) for the closure.

14. Dispute Resolution

All claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, NY. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

15. Construction

Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement or used in the interpretation of this Agreement. When used in this Agreement, “including” means “including without limitation.” No rule of strict construction will be applied in the interpretation or construction of this Agreement.

16. General Provisions

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without ATeams’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. In the context of the foregoing sentence any change of control constitutes an assignment. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between ATeams and you. ATeams will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, natural disasters, disease, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. you may give notice to ATeams at the following address: 88 University Place, 5th Floor, New York, NY 10003. ATeams may give notice to you at the latest address known to ATeams, including the applicable email address. You represent and warrant that you will provide written notice to ATeams of any change in physical or email address for the purpose of notice. Such notice will be deemed given when received by the receiving party by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address, or if ATeams notice is sent via email, at the time the email is sent by ATeams. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect. ATeams may transfer or assign this Agreement to any third party at its discretion and without notice. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

Updates: Terms of Service

In this archive you can see versions of our Terms of Service from 2020 to the present.

• September 1st, 2020