NATIVE TEAMS PLATFORM - TERMS OF SERVICE

Last updated: January 3rd 2023 (archived version)

Overview

You must read these Terms of Service carefully before accessing and/or using any part of the Platform or Services. For purposes of these Terms, “you”, “your”, and “User” means you as a user of the Services.

These Terms. These Terms and any agreed Additional Terms such as subscription packages and pricing that will apply to your use of the Platform (together the “Terms”) govern your relationship with Native Teams Limited and its subsidiaries (“we”, “our”, “us”, “Native Teams”) unless you, or the organization you represent, has entered into a separate binding contract with us.

Additional Terms or Policies. In addition to the Terms, we may provide you with Additional Terms and Policies that are tailored to how you use the Platform or Services. We urge you to review any such Additional Terms and Policies, and to contact us should you have any questions. Your use of the Platform is subject to the Terms and the Additional Terms or Policies.

Our Privacy Policy and the Cookie Policy which set out: (a) the terms on which we process any personal data we collect from you, or that you provide to us; and (b) information about the use of cookies on the Platform, will also apply to your use of the Platform. By using the Platform, you consent to such processing, and you warrant that all data provided by you is accurate.

Native Teams reserves all rights not expressly granted herein and may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Platform without notice and liability, if, in our determination, you violate any of these Terms.

  1. Definitions
  2. Eligibility
  3. Changes to the Terms
  4. User account and account security
  5. Content
  6. Restrictions
  7. Intellectual property
  8. Fees and payments
  9. Contract management services
  10. Data protection
  11. Disclaimer of warranty
  12. Limitation of liability
  13. Service availability
  14. Indemnification
  15. Confidentiality
  16. Term, termination and survival
  17. Assignment
  18. Dispute resolution
  19. Third-party websites and services
  20. Electronic signatures and legal notices
  21. Severability
  22. Contact us

1. Definitions

Clients
Users who use the Services to onboard employees, perform due diligence, generate and execute employment contracts, make payments to employees for their work.
Contracting Parties or Contracting Party
Native Teams and the User together or individually.
Cookie policy
A document that is an integral part of the Privacy Policy, which explains how we use cookies and similar technologies on the Platform. The Cookie policy is available at this link.
Employment contract
Either a permanent or fixed term employment contract between Native Teams (or affiliate) and individual employee.
Native Teams (or Legal employer)
Native Teams provides employer of record, international payroll, HR compliance, administrative services, and other related services via its proprietary software platform and user interface (the Platform).
Platform
The Platform is available at https://nativeteams.com/, as well as the related mobile applications, including all modifications, improvements, new functionalities and features that are available or become available at the discretion of Native Teams.
Privacy policy
Rules on how we collect, share and use your personal data, as well as how you can exercise the rights you have in terms of personal data protection. You can access the Privacy Policy through this link.
Registered user
The person who registers, that is, creates a User account on the Platform for the purpose of using the Services by subscribing to some of the subscription models or in accordance with the promotional offer. Depending on the chosen subscription model, the Registered user additionally has the right to use various options and services provided by Native Teams.
Services
The employer of record, international payroll, HR compliance, administrative, and other related services to be provided by Native Teams to you under these Terms.
Subscription model (or plan)
Any set of services that we offer within the Platform as defined at this link.
Third-party websites
All pages accessible through the Platform or social networks on which the Native Teams has an account or page, which are owned and controlled by Third parties.
User
Any person who accesses the Platform and related social media accounts or pages, regardless of whether they are registered. As a rule, Users who are not registered to use the Services have a limited range of rights on the Platform and are allowed to move around the Platform and view content to a limited extent.
User account
An account to access and use the Platform in accordance with the Terms hereof.

2. Eligibility

The Platform is intended for natural and legal persons who have full business capacity. In the case of natural persons, this means that, except in exceptional cases, the Terms can be concluded by a person who has reached the age of 18 (eighteen). It is prohibited to use or enable the use of the Platform by persons under the age of 18. If you are under 18 years of age, please stop using the Platform immediately. The Platform and Services are intended solely for personal, non-commercial use.

If you are accessing or using the Services on behalf of a business or other legal entity (the “Client”), (i) you represent that you are authorized to enter into, and bind the Client to these Terms and register for the Services; and (ii) the Client is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by other subjects affiliated with you, including any employees, agents or contractors.

In the event that a subscription to one of the Subscription plans is made through a business email address, it is assumed that the subscription is made in the name and for the account of a legal entity, so the term Registered user in the Terms shall then refer to that legal entity, i.e. the Client. In this case, the person representing the legal entity and the legal entity are jointly and severally liable for the activities under such User account.

As a rule, Users who have not registered to use the Services have a limited range of rights on the Platform and are allowed to navigate the Platform and view the Content to a limited extent. Such Users do not have access to all content published on the Platform.

3. Changes to the Terms

Native Teams has the right to change these Terms, Privacy Policy and Cookie Policy, or any part of the Terms, at any time. The new version enters into force on the day specified in the published version of the Terms or its part marked as the day of the last update on the Native Teams website and/or Platform.

If you are a User, before each access, use or connection to the Platform or the Content, please regularly check these Terms, the Privacy Policy and the Cookie Policy to ensure that you agree with the modified rules. In the event of significant changes to the Terms, we may, at our sole discretion, post a separate notice on the home page with a link to the new version of the amended portion of the Terms. Access to, connection to, or use of the Services or the Platform upon the posting of a new version of the Terms shall be deemed to be your acceptance of such contractual terms. If you do not agree to the amended Terms, please immediately stop using or connecting to the Platform and the Content.

If you are a Registered user, you will be notified of changes to the Terms and significant changes in the provision of Services (information on promotions, updates and making new options available under the existing subscription model) via the email address associated with your User account no later than 15 (fifteen) days before the effect of amendments to the Terms. If you continue your subscription or continue to use the Services, you will be deemed to have agreed to the changes to the Terms, and upon entry into force, the new version of the Terms will apply to you. If you do not agree with the amended terms of the Terms, you may exercise the right to terminate the Terms before the amended Terms become effective. In such event, the applicable Terms will continue to apply until the end of the subscription period (if applicable).

It is our legal obligation to notify you of such changes so that you can decide whether you wish to continue with your subscription. Such correspondence does not constitute marketing or promotional messages and the Registered user may not opt out of receiving such messages. In case the Registered user does not wish to receive such notifications, he/she will have to delete the User account.

4. User account and account security

Applying for a User account. In order to access and use the Services, you will be required to create an account. To apply for a User account, you may be required to provide your full legal name, a valid email address, your social security number, TIN, legal address and any other required information to complete the sign-up process, as requested by Native Teams. If you are applying for a User account on behalf of a Client, you may also be required to provide a business address, business ownership details, the nature of the business and other business information that we may request. We will use this information to permit Native Teams and its financial partners to conduct due diligence on you prior to opening a User account, and throughout the course of our business relationship with you. Our use of your information is subject to the terms of our Privacy Policy. If you are applying for a User account on behalf of a Client, you must specify at least one administrator. You are liable for any actions of your administrator, and for any other person with access to your credentials or your User account. If you are an administrator, you represent and warrant that you have the authority to apply for and to manage your Client’s User account.

User account security. You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device and all activity on your User account, even if such activities were not committed by you. You will promptly disable access to the Services if you believe your User account has been compromised or stolen, and you will immediately notify us if you believe your User account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your User account. Native Teams will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Native Teams harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at support@nteams.com that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We will attempt to prevent unauthorized transactions or other activity using your User account, and we will assist you in the event your User account is compromised, but we do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services and you are solely responsible for any financial or other loss that results from unauthorized access to your User account. We may suspend access to your User account if we suspect your User account has been compromised.

5. Content

Certain types of content may be made available through the Services. The „Content“, as used in these Terms means, collectively, all content on or made available through the Services, including any documents, images, photos, pictures, videos, data, audio or text, and any modifications or derivatives of the foregoing. Native Teams allows you to upload certain content including but not limited to documents, text and other data on or through the Services, referred to herein as „User Content“.

NATIVE TEAMS DOES NOT ENDORSE ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY USER CONTENT) OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED IN ANY CONTENT AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT AND/OR USER CONTENT. NATIVE TEAMS DISCLAIMS ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF ANY AND ALL USERS (INCLUDING UNAUTHORIZED USERS), WHETHER SUCH ACTS OR OMISSIONS OCCUR DURING THE USE OF THE SERVICES OR OTHERWISE.

We do not own any data, information or material that you submit on the Platform in the course of using the Services. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all submitted Content. We may, but have no obligation to, monitor and review Content on the Platform submitted or created using our Services by you.

Unless specifically permitted by you, your use of the Platform does not grant us the license to use, reproduce, adapt, modify, publish or distribute the Content created by you or stored in your User account for commercial, marketing or any similar purpose. But you grant us permission to access, copy, distribute, store, transmit, reformat, display and perform the Content of your User account solely as required for the purpose of providing the Services to you. Without limiting any of those representations or warranties, we have the right, though not the obligation, to, in our own sole discretion, refuse or remove any Content that, in our reasonable opinion, violates any of our policies or is in any way harmful or objectionable.

6. Restrictions

General restrictions. All Users are obliged, when accessing and using the Platform, to comply with all legal rules and the rules of this Terms. Examples of particularly illegal actions and activities are:

  • It is prohibited to use the Platform in a way that can be considered illegal or immoral, as well as to abuse the Platform or the Content in any way and by any means;

  • Activities aimed at disabling or disrupting the functionality of the server or the software that enables the Platform to function, as well as activities aimed at disrupting security or attempting to gain unauthorized access to the Services and Content (for example, hacking, bypassing protection, etc.);

  • Actions that aim at or may result in violations of the intellectual property rights of Native Teams, the persons who own the Content and the Content of the Users, that is, any Third parties, including but not limited to copying, reproduction, disassemble and reassemble, reverse engineer, publish, make available, modify, create derivative works from, transmit, sell, license, edit, frame, link or otherwise exploit the Service and Content, except for downloading materials and keeping a hard copy for personal, non-commercial purposes and provided that all copyright and other proprietary notices and marks are not removed;

  • It is forbidden to carry out activities on the Platform that may violate the privacy of any person;

  • The sale or offering of the Services or Content (or part thereof) through any media, including but not limited to television and radio broadcasting, computer network, linking and framing on the Internet, without the express written approval of Native Teams is prohibited;

  • The Services, Content and data may not be used to create any type of database or to improve the quality of data owned by any User or Third party;

  • It is prohibited to use the Platform, Content or Services for the development of competitive products or services, products based on similar ideas, functionalities or contents.

Users are also prohibited from using or enabling the use of the Platform, Content and/or Services in connection with activities that are in any way related to or benefit the state or region (including their executive authorities) in relation to which sanctions have been imposed by the United Nations, the European Union or the United Kingdom that prohibit or significantly restrict the importation or provision of goods or services or activities deemed prohibited pursuant to such sanctions.

Restrictions for Registered users. All information that you share with us through the Platform (including your User account) must be accurate, up-to-date and complete at all times. It is not allowed to use a false identity when creating a User account, nor is it allowed to create a User account in the name of another person, without his consent.

It is not possible to create multiple User accounts with the same email address. Native Teams reserves the right to disable the creation of a User account with data that, in its sole discretion, it deems offensive or inappropriate.

If you want to subscribe to multiple subscription models at the same time, please send your reasoned request to the following e-mail address: support@nteams.com.

In any event, the Registered user is solely responsible for all activities undertaken through his User account. Any type of subscription transfer in whole or in part is strictly prohibited, that is, the transfer of any authorization you have as a Registered user.

Consequences of violation of restrictions. Native Teams reserves the right to terminate the Terms without delay and to terminate or limit access to the Platform and/or Services.

7. Intellectual property

The Platform and all Content currently available or that may become available on the Platform in the future, including in particular but not limited to text, information, articles, columns, news, guides, images, video and/or audio content, computer code, databases, designs, graphic elements, trademarks and other signs, domains, trade, product and business name, domain names, patents, other objects of any intellectual property right and other similar materials, including compilations thereof, represent the intellectual property of the Native Teams or of a Third party from whom Native Teams legally acquired it by obtaining a license to use such content on the Platform and are protected by the intellectual property rights of Native Teams and Third parties with whom Native Teams has a contractual relationship. Content includes all individual parts of articles, columns, news and other materials that are contained on the Platform and/or are part of the Services or that will be in the future.

The User is aware that Native Teams has invested considerable effort, time, funds and resources in creating and providing the Content and that all Content constitutes for Native Teams significant intellectual property of a great value. The User, in relation to the Content, is obliged to comply with all restrictions provided for the applicable intellectual property rights and other rights, as well as the restrictions contained in the Terms.

It is strictly prohibited to use, copy, download any part of the Platform or the Content without the express prior written consent of Native Teams, as well as any other use of the Platform and the Content for any purpose that is not expressly permitted according to the Terms. The User may not use, without our express prior consent, any trademark, logo, mark, trade or business name, domain, patent or other Content in a manner that creates the impression and/or misleads that the User has any authority with such Content or that there is any relationship between the User and Native Teams, or other persons who have or may have an interest in the Platform, the Content and/or Services, or a relationship between the User and any entity mentioned in any part of the Content.

The User has an obligation to protect and assist Native Teams in the protection and exercise of intellectual property rights in relation to the Platform, Content and/or the Services, for the duration and after the termination of the Terms, as well as to act in accordance with the reasonable requests of Native Teams, or other persons who have or may have an interest in the Platform, the Content and/or the Services, in connection with the protection or the exercise of any right that the claimant has in relation to the Platform, Content and/or Services.

8. Fees and payments

User must pay any applicable subscription fee applicable to any Subscription model accepted by the User, the fees, any overages, and any other amounts payable by User directly to Native Teams in accordance with these Terms or separate binding contract with Native Teams. Subscription payment plan details are set forth on our Pricing page.

User must pay to us:

  • The fee amount by the due date as specified via the Platform or a separate binding contract with Native Teams;

  • Any costs and expenses set out in the Terms or a separate binding contract with Native Teams (including, taxes, and other charges) by the payment method and currency stipulated via the Platform or applicable invoice (which may be updated from time to time);

  • Native Teams may modify your Subscription fees at any time and in its sole discretion upon at least 30 (thirty) days advance notice to you before the end date of your next billing cycle or based on the terms of your contract with Native Teams; in case of conflict pursuant to this clause the terms of your contract with Native Teams shall prevail;

  • The above changes to Subscription model will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Subscription model at least 7 (seven) working days prior to the end of your next billing cycle by sending a notice of termination or based on the terms of your contract with Native Teams; in case of conflict pursuant to this clause the terms of your contract with Native Teams shall prevail;

  • If User fails to make any payment due under the Terms or a separate binding contract with Native Teams by the due date for payment, then, without limiting our remedies, User agrees to pay interest on the overdue amount at the rate of 2% per annum above our primary bank's standard overdraft rate or based on the terms of your contract with Native Teams; in case of conflict pursuant to this clause the terms of your contract with Native Teams shall prevail. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. User agrees to pay the interest together with the overdue amount;

  • User agrees to make all payments under the Terms without withholding or deduction of, or in respect of, any taxes unless required by law. If any such withholding or deduction is required by law, User agrees to, when making the payment to which the withholding or deduction relates, pay to us such additional amount as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required. In addition, where required to be paid by law, the User must provide to us a copy of the certificate of withholding (or analogous document).

User acknowledges that:

  • The payments under the Terms payable to Native Teams are exclusive of taxes which, if applicable, shall be payable by User;

  • We have no responsibility whatsoever in relation to the impact of exchange rate variations or payment gateway fees and charges;

  • In the event a User determines that it is required to withhold any taxes from any sums payable to us, the User is obligated to notify us in advance, setting out the legal basis for the withholding of these sums.

Your payment obligations under your Subscription plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Subscription plan before the end of a billing cycle. All fees paid by you to Native Teams are non-refundable and there are no credits for partially used Subscription plan periods. We may consider certain refund requests on a case-by-case basis in our sole discretion.

Free account. Native Teams may, at its sole discretion, offer a Subscription plan with a Free account option. If you have opted for a Free account, you may upgrade it to a payable Subscription plan or cancel the Free account at any time by emailing us at: support@nteams.com. If you or Native Teams cancel your Free account, you acknowledge and agree that we may delete all Content, forms, and all other data associated with your Free account. At any time and without notice, Native Teams reserves the right to: (i) modify the terms of any Free account offer, (ii) withdraw any Free account offer, or (iii) cancel any Free account Subscription plan at any time.

Payment service providers. Native Teams may use various payments partners, technologies, licenses etc. to enable payments services on its Platform. If you make or receive payments using a Payment service provider, you acknowledge and agree that you will comply with any Payment service provider terms of service or other agreement between you and the Payment service provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment service provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment service provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment service provider are in addition to any fees payable to Native Teams.

9. Contract management services

Contract dashboard. Users can use the Platform to create and manage Employment contracts. Each Employment contract is assigned a unique contract ID. Users can organize Employment contracts on the Native Teams dashboard according to Employment contract type, Legal employer/Client, employee and ID.

Contract generation. Users can set Employment contract terms by selecting from pre-set parameters using Native Teams’s contract generation form. Parameters include Legal employer/Client and employee names and addresses, Employment contract type, payment type, special clauses and jurisdiction. Users can also use the web form to input job positions, working hours, annual leave entitlements and other Employment contract details.

Contract execution. Users can use Third party secure e-sign functionality integrated with the Platform to execute agreements. Contracts executed on Platform are legally binding.

Pre-existing agreements. Users can also use the contract dashboard to upload and manage agreements created and executed by Legal Employer/Client and employees outside the Platform.

Contract management. Users can securely store and manage multiple Employment contracts in their User accounts organized by type, counterparty and their status. Users can limit access to Employment contracts and Employment contract information to specific persons, companies, or groups.

10. Data protection

You acknowledge and agree that Native Teams may collect and process your personal data in connection with your receipt of the Services. Native Teams shall process such personal data in accordance with Native Teams Data Processing Addendum which forms an integral part of these Terms.

11. Disclaimer of warranty

YOU AGREE THAT YOUR USE OF OUR PLATFORM AND SERVICES IS SOLELY AT YOUR OWN RISK. THE PLATFORM AND SERVICES AND INFORMATION OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE TAX, LEGAL, OR ACCOUNTING ADVICE AND ARE NOT PERMITTED TO ENGAGE IN THE PRACTICE OF LAW. WE DO NOT ACT AS YOUR ATTORNEY, AND INFORMATION GIVEN BY US IS MADE FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR THE ADVICE OF AN ATTORNEY IF SUCH IS NEEDED TO MAKE DECISIONS ABOUT COMPLIANCE WITH APPLICABLE LAWS. WE TAKE EVERY REASONABLE EFFORT TO ENSURE OUR SERVICES ARE PROVIDED TO REFLECT OUR BEST UNDERSTANDING OF COMPLIANCE MATTERS RELATED TO EMPLOYMENT. THE INFORMATION ON THE PLATFORM IS NOT LEGAL ADVICE AND IS NOT GUARANTEED TO BE CORRECT, COMPLETE, OR UP-TO- DATE.

WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM AND SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, SALES, GOODWILL, USE OR CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EVEN IF NATIVE TEAMS, HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF OUR AND OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO ANY AMOUNTS ACTUALLY PAID BY YOU TO US FOR THE ONE MONTH PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

Force majeure. Neither Contracting Party shall be liable for breach of the Terms as a result of circumstances which could not reasonably have been foreseen and which are beyond the control of the Contracting Parties, such as natural disasters, war, act of competent authority, political or economic sanctions, civil unrest, terrorist attack, strike, internet outage or any other circumstance that may be considered force majeure in accordance with applicable law. This exception applies only if a certain circumstance directly affected or prevented the Contracting Party from fulfilling its contractual obligation.

This section is not intended to: (i) waive or limit the application of any statutory limitation or exclusion of liability, or to (ii) enable the limitation or exclusion of the liability of the Registered user for the payment of the subscription in accordance with the Terms.

13. Service availability

We shall make the functionality of the Platform available to you pursuant to this Terms, and shall use commercially reasonable efforts to always make the Platform available, except for: (i) scheduled downtime (of which we shall, to the extent practicable, schedule so as not to adversely affect you); and (ii) as set forth in these Terms. We warrant that the Platform shall have an uptime of not less than 99% per month (resulting in a downtime of not more than 1% per month) (the „Service availability“). You shall bring forth any claim of excessive downtime by submitting the details of such downtime for our reference. We must receive such claims by the end of the calendar month, following the month in which the alleged downtime occurred. After our investigation of such claims, should we determine we have not met the uptime requirement set forth herein, you may, as the exclusive remedy, be entitled to credit of which the issuance shall remain at the discretion of Native Teams. Any credit shall only be reflected as part of any fees paid for the Services. We may, at our own sole discretion, announce additional performance targets for the Platform, and shall use commercially reasonable efforts to meet those targets. It is agreed that the additional performance targets may be amended by Native Teams at any time and at its sole discretion and that a failure of Native Teams to meet those targets shall not entitle you to a refund of any fees paid under any contract with Native Teams or any addendum thereto.

14. Indemnification

User agrees, at its own expense, to defend and indemnify Native Teams against all claims, demands for damages, liabilities, costs, including reasonable attorneys' fees, arising out of or in connection with the Platform, Content and/or Services, including but not limited to:

  • Use of the Platform, Content and/or Services by the User or another person using the User's device;

  • Use of the Platform, Content and/or Services through the User account;

  • Breach of the Terms by the User or another person using the User's device (including the User account if applicable), including breach of any obligation of the User arising from the Terms;

  • Any allegations of infringement of intellectual property rights, privacy rights or other rights of any Third party due to use of the Platform, Content and/or Services by the User or another person using the User's device (including the User account if applicable);

  • Any modifications, removals, deletions, additions or other forms of unauthorized use in relation to the Platform, Content and/or Services by the User or another person using the User's device (including the User account if applicable).

The User shall reimburse Native Teams for all and any other costs and damages, including, but not limited to, reasonable attorneys' fees and costs arising in any way from such claim, action or proceeding of any kind conducted in connection with such request or demand.

Native Teams reserves the right, at its own expense, to undertake all necessary actions for the defense and management of the proceedings subject to damages by the User, in which case the User undertakes to provide Native Teams with all necessary assistance in such defense and exercise of one's rights.

The User shall reimburse Native Teams for the costs of representation by an attorney in the event of a court proceeding initiated by Native Teams against the User, resulting from a violation of the User's obligations described in this section.

15. Confidentiality

“Confidential Information” means any business and technical information disclosed by one Contracting Party (“Disclosing Party”) to the other Contracting Party (“Receiving Party”) that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. Confidential Information does not include information which Receiving Party can show that: (i) is or has become publicly available without its breach of these Terms; (ii) was in its possession prior to disclosure, (iii) was provided by a Third party having a lawful right to make the disclosure; or (iv) is required to be disclosed by law or a court order, provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such order. Receiving Party will not use the Confidential Information of the Disclosing Party except for performance of its obligations under these Terms. The terms and conditions of these Terms, including without limitation any pricing terms hereof, shall be deemed the Confidential Information of Native Teams. All User Content added by a User to the Platform shall be deemed Confidential Information of the User, provided however, that Native Teams may use any data received from the User (including but not limited to User Content) for its own internal purposes, such as, without limitation, the general improvement of its products and Services or in order to recommend its Services to Third parties.

16. Term, termination and survival

The term of a Platform subscription will begin on the date of purchase of such subscription for a relevant Subscription plan (the “Effective Date”) and last for an indefinite period (the “Term“), unless terminated earlier as provided herein. A minimum Term of 3 (three) months shall apply.

User may terminate the Services and these Terms through User account. Native Teams may terminate the Services and these Terms by giving User at least 30 (thirty) days’ prior written notice. In addition to Native Teams foregoing termination right, Native Teams may immediately suspend or restrict User account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and these Terms, in each case with or without notice to User, in the event that: (i) Native Teams has any reason to suspect or believe that User may be in violation of these Terms; (ii) Native Teams determines that User’s actions are likely to cause legal liability for or material negative impact to Native Teams; (iii) Native Teams believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) Native Teams has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within 5 (five) days of Native Teams providing User with notice of the non-payment; or (v) User files a petition for bankruptcy or a similar state or federal law.

The termination of any of the Services or these Terms will not affect User’s or Native Teams rights with respect to transactions which occurred before termination. Native Teams will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to Native Teams termination of these Terms.

We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.

Any suspension, cancellation or termination of your User account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation or termination, including, without limitation: Section 7 [Intellectual property]; Section 10 [Data protection]; Section 11 [Disclaimer of warranty]; Section 12 [Limitation of liability]; Section 14 [Indemnification]; and Section 15 [Confidentiality].

17. Assignment

We may at any time assign, mortgage, charge, subcontract, sublicense or otherwise transfer any or all of our rights and obligations under these Terms.

You may not assign, mortgage, charge, subcontract, sublicense or otherwise transfer any of your rights or obligations under these Terms without our prior written consent.

18. Dispute resolution

Applicable law. The relevant regulations of the United Kingdom will be applied to all matters not regulated by the Terms, without applying the rules for resolving conflicts of laws and imperative regulations of the United Kingdom, to the extent that their extraterritorial application is prescribed.

Out-of-court dispute resolution. The Contracting Parties agree that in the event of a dispute relating to and/or relating to the Terms, they will first attempt to resolve the dispute by mutual agreement. The Contracting Party that initiates the dispute is obliged to submit to the other Contracting party a written invitation for peaceful resolution of the dispute, which includes a description of the facts and circumstances of the dispute, as well as any documentation relevant to the subject of the dispute. The Contracting Party that receives the invitation is obliged to respond to the invitation within 30 (thirty) days, that is, to resolve the dispute.

The Contracting Parties agree that the amicable settlement procedure described above is a mandatory condition that must be met before any other type of procedure is initiated against the other Contracting Party.

Resolving disputes with legal entities. If the mandatory negotiations conducted in accordance with this section do not result in resolution of the dispute, any dispute arising out of or in connection with the Terms will be finally resolved in a court of competent jurisdiction in the place where Native Teams' registered office is located.

Resolving disputes with natural persons. If mandatory negotiations conducted in accordance with this section do not result in resolution of the dispute, any dispute shall be resolved in a court of competent jurisdiction under the applicable law.

19. Third-party websites and services

Our Services may contain links to Third-party websites or services that are not owned or controlled by Native Teams. Our Services may also allow you to import or interface with Third-party applications or services.

Native Teams has no control over, and assumes no responsibility for the content, privacy policies, or practices of any Third-party websites or services. We do not warrant or guarantee that the offerings of any of these Third-party, their services, or their websites.

You acknowledge and agree that Native Teams will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such Third-party websites or services.

We strongly advise you to read the terms of service and privacy policies of any Third-party websites or services that you visit or interact with.

20. Electronic signatures and legal notices

You agree that any signature or other electronic symbol or process attached to, or associated with Terms, forms, certificates, or other document between you and Native Teams or you and another User with the intent to sign, authenticate or accept any such Terms, forms, certificates, or other documents or record-keeping through electronic means on the Services, will have the same legal validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law and you hereby waive any objection to the contrary.

You consent to us providing notices to you under these Terms electronically and understand that this consent has the same legal effect as a physical signature.

We may provide notices regarding activity and alerts electronically through your User account, email, and via text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms through your User account or via email and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your User account.

You must maintain an updated web browser and computer and mobile device operating systems to receive notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.

Contact us immediately via email to support@nteams.com if you are or believe you are having problems receiving notices.

21. Severability

All rights and restrictions contained in these Terms may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render these Terms illegal, invalid or unenforceable. If any provision or portion of any provision of these Terms shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the Contracting Parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

21. Contact us

Our Customer Support team is available 24/7 if you have any questions regarding the Services, your User account, or these Terms. You can contact our Customer Support team by submitting a request here. Native Teams may communicate with you via email or other channels regarding your User account, Platform system updates, and other issues related to your User account.

You may contact us regarding the Services or these Terms by mail at: Native Teams Limited, Level 39 Canada Square, London, England, E14 5AB, United Kingdom, or via e-mail to support@nteams.com.