Team Schedule - Manage your team with ease

This Terms and Conditions agreement (“Agreement”) is between you (“you” or “Customer”) and Devsym GmbH (“Company”, “we”, “us”, or “our”) and governs your use of the Team Schedule service (“Service”) purchased through Paddle.com Inc. (“Paddle”), our authorized reseller and Merchant of Record.

This Agreement is the parties’ entire agreement on this subject and merges and supersedes all related prior and contemporaneous agreements. By agreeing to these terms, you represent and warrant that you have the authority to accept this Agreement, and you also agree to be bound by its terms. This Agreement applies to all subscriptions and purchases made under this Agreement. Capitalized terms have the meanings given under “Definitions.”

Please note that Paddle.com Inc. is our Merchant of Record. Your purchase creates a contract between you and Paddle for payment processing, while this Agreement governs your use of our Service. Paddle’s Terms of Service also apply to your purchase.

1. LICENSE TO SERVICES

1.1 License grant. Services are licensed and not sold. Upon purchase of a subscription through Paddle, and subject to Customer’s compliance with this Agreement, Company grants Customer a nonexclusive and limited license to use the Service. These licenses are solely for Customer’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.

Services may contain or be provided with components that are subject to open-source software licenses. Any use of those components may be subject to additional terms and conditions and Customer agrees that any applicable licenses governing the use of the components will be incorporated by reference in this Agreement.

1.2 Duration of licenses. Licenses granted on a subscription basis expire at the end of the applicable subscription period, unless renewed through Paddle. All subscriptions will automatically renew unless cancelled by Customer through their Paddle account.

1.3 End Users. Customer will control access to and use of the Service by End Users and is responsible for any use of the Service that does not comply with this Agreement.

1.4 Affiliates. Customer may allow its Affiliates to use the Service. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Company. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement.

1.5 Reservation of Rights. Company reserves all rights not expressly granted in this Agreement. Services are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use Services on a device do not give Customer any right to implement Company’s patents or other intellectual property in the device itself or in any other software or devices.

1.6 Restrictions. Except as expressly permitted in this Agreement, Documentation, Customer must not (and is not licensed to):

a. copy, modify, reverse engineer, decompile, or disassemble any Service, or attempt to do so;

b. install or use any third-party software or technology in any way that would subject Company’s intellectual property or technology to any other license terms;

c. work around any technical limitations in a Service or restrictions in Documentation;

d. use a Service for any unlawful purpose;

e. share, sublicense, rent, lease, or lend any Services, in whole or in part, or use them to offer hosting services to a third party.

1.7 Feedback. Any Feedback is given voluntarily, and the provider grants to the recipient, without charge, a non-exclusive license under provider’s owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient’s products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by the provider as confidential. The provider retains all other rights in any Feedback and limits the rights granted under this section to licenses under its owned or controlled non-patent intellectual property rights in the Feedback (which do not extend to any technologies that may be necessary to make or use any product or service that incorporates, but are not expressly part of, the Feedback, such as enabling technologies).

2. PRIVACY

2.1 EU Standard Contractual Clauses. To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Customer Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission.

2.2 Personal Data. Customer consents to the processing of Personal Data by Company and its Affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Before providing Personal Data to Company, Customer will obtain all required consents from third parties (including Customer’s contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws.

2.3 Processing of Personal Data; GDPR. To the extent Company is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms in this subsection (“Processing of Personal Data; GDPR”):

a. Processor and Controller Roles and Responsibilities. Customer and Company agree that Customer is the controller of Personal Data and Company is the processor of such data, except when (a) Customer acts as a processor of Personal Data, in which case Company is a subprocessor or (b) stated otherwise in any Service-specific terms. Company will process Personal Data only on documented instructions from Customer. In any instance where the GDPR applies and Customer is a processor, Customer warrants to Company that Customer’s instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller.

b. Processing Details. The parties acknowledge and agree that:

i. the subject-matter of the processing is limited to Personal Data within the scope of the GDPR;

ii. the duration of the processing will be for the duration of the Customer’s right to use the Service and until all Personal Data is deleted or returned in accordance with Customer instructions or the terms of this Agreement;

iii. the nature and purpose of the processing will be to provide the Service pursuant to this Agreement;

iv. the types of Personal Data processed by the Service include those expressly identified in Article 4 of the GDPR; and

v. the categories of data subjects are Customer’s representatives and end users, such as employees, contractors, collaborators, and customers, and other data subjects whose Personal Data is contained within any data made available to Company by Customer.

c. Data Subject Rights; Assistance with Requests. Company will make information available to Customer in a manner consistent with the functionality of the Service and Company’s role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the GDPR. Company will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. If Company receives a request from Customer’s data subject to exercise one or more of its rights under the GDPR in connection with a Service for which Company is a data processor or subprocessor, Company will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Service. Company will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.

d. Use of Subprocessors. Customer consents to Company using the subprocessors listed in our Privacy Policy. Company remains responsible for its subprocessors’ compliance with the obligations herein. Company may update its list of subprocessors from time to time, by providing Customer at least 14 days notice before providing any new subprocessor with access to Personal Data. If Customer does not approve of any such changes, Customer may terminate any subscription for the affected Service without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval.

e. Records of Processing Activities. Company will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of Customer, make them available to Customer upon request.

2.4 Security. Company will take appropriate security measures that are required by Data Protection Laws and in accordance with good industry practice relating to data security.

2.5 Support Data. Company may collect and use Support Data internally to provide technical support for the Service. Company will not use Support Data for any other purpose unless otherwise agreed in writing by the parties.

2.6 Payment Processing. Customer acknowledges that all payment processing is handled by Paddle as Merchant of Record. Company does not store or process payment card information. Customer’s payment information is subject to Paddle’s privacy policy and terms of service.

3. CONFIDENTIALITY

3.1 Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, Support Data, the terms of this Agreement, and Customer’s account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services.

3.2 Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

3.3 Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.

3.4 Duration of Confidentiality obligation. These obligations apply: (1) for Customer Data, until it is deleted by Company; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.

4. SERVICE LEVEL AGREEMENTS (SLA)

Company strives to maintain high availability of the Service. Service level commitments and support information are available in our Documentation and Support Center.

5. VERIFYING COMPLIANCE

5.1 Customer must keep records relating to Services it and its Affiliates use. At Company’s expense, Company may verify Customer’s and its Affiliates’ compliance with this Agreement by directing an independent auditor (under nondisclosure obligations) to conduct an audit or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Company or the auditor reasonably requests related to the verification and access to systems running the Services. If verification or self-audit reveals any unlicensed use, Customer must order sufficient licenses to cover the period of its unlicensed use.

5.2 Upon request, Company will make available to Customer all information necessary to conduct an audit and demonstrate compliance under GDPR provisions for the processing of Personal Data. Customer may request information through a security questionnaire or self-attestation.

6. REPRESENTATION AND WARRANTIES

6.1 Company continuously represents and warrants that:

a. it has full rights and authority to enter into, perform under, and grant the rights in, this Agreement;

b. its performance will not violate any agreement or obligation between it and any third party;

c. the Service will substantially conform to the Documentation;

d. the Service will not:

i. to the best of Company’s knowledge, infringe or violate any third party patent, copyright, trademark, trade secret, or other proprietary right; or

e. while performing under this Agreement, Company will comply with applicable Anti-Corruption Laws.

6.2 Disclaimer. Except as expressly stated in this Agreement, the Service is provided as is. To the maximum extent permitted by law, Company disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance.

7. DEFENSE OF THIRD-PARTY CLAIMS

7.1 By Customer. Customer will defend Company and its Affiliates from and against any and all third party claims, actions, suits, proceedings arising from or related to Customer’s use of the Service or violation of this Agreement, and will indemnify Company for damages, costs, and attorney fees finally awarded against Company, with Company assisting Customer’s defense and settlement of such matter.

7.2 By Company. Company will defend Customer from and against any and all third party claims alleging that the Service infringes or violates any patent, copyright, trademark, or trade secret of such third party, and will indemnify Customer for damages, costs, and attorney fees finally awarded against Customer.

Notwithstanding anything contained in the above subsections (a) and (b), (1) an indemnifying party will have the right to participate in the defense of any matter that is the subject of indemnification with counsel of its choice; (2) an indemnifying party will not consent to the entry of any judgment or enter into any settlement without the other party’s prior written consent, which will not be unreasonably withheld or delayed; and (3) an indemnified party will have the right to refuse any settlement or compromise that does not include a complete and unconditional release of liability for the indemnified parties and the payment of money.

8. LIMITATION OF LIABILITY

For each Service, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the fees paid by Customer for the Service during the 12 months preceding the claim. This limitation applies regardless of the legal theory on which the claim is based, including contract, tort, negligence, strict liability, or otherwise. Each party’s liability will be reduced by any insurance proceeds it receives for the applicable claim.

Exclusion for Certain Damages. Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenues, or data, whether in an action in contract, tort, or otherwise, even if the other party has been advised of the possibility of such damages.

Exceptions to Limitations. The limitations of liability in this section will not apply to: (1) either party’s obligations under the “Defense of Third-Party Claims” section; or (2) violation of the other party’s intellectual property rights; or (3) either party’s obligations under the “Confidentiality” section.

9. PRICING AND PAYMENT

9.1 Paddle as Merchant of Record. Paddle.com Inc. is our Merchant of Record for all transactions. All payments and billing are handled by Paddle according to their Terms of Service. Company does not directly handle payment information.

9.2 Pricing. All prices are as displayed at the time of purchase through Paddle’s checkout system. Prices are subject to change with notice. Applicable taxes will be calculated and collected by Paddle based on your location.

9.3 Refunds. Refund requests are subject to our refund policy and must be processed through Paddle. Generally, we offer a 30-day money-back guarantee for new subscriptions.

10. TERM AND TERMINATION

10.1 Term. This Agreement is effective until terminated by a party, as described below. Subscription terms are managed through Paddle’s subscription system.

10.2 Termination without cause. Customer may cancel their subscription at any time through their Paddle account. Cancellation will be effective at the end of the current billing period unless otherwise required by law.

10.3 Termination for cause. Without limiting other remedies it may have, either party may terminate this Agreement with notice if the other party fails to cure a material breach of this Agreement within 30 days after written notice. Upon such termination, all licenses granted under this Agreement will terminate immediately.

10.4 Suspension. Company may suspend use of the Service without terminating this Agreement during any period of material breach. Company will lift the suspension when the breach is cured. Company will use commercially reasonable efforts to provide advance notice of suspension when possible. A suspension will not excuse Customer’s obligation to make payments when due. Company may also suspend the Service if required by law or to prevent imminent harm to Company, other customers, or the public, in which case advance notice will be given except when not practical or when advance notice is prohibited by law or could compromise an investigation deemed necessary.

10.5 Effect of Termination. Upon termination of this Agreement, Customer will lose access to the Service and Customer Data stored within the Service. Customer may export their data for a period of 30 days following termination, after which it will be deleted.

10.6 Survival. The terms of this Agreement that are likely to require performance, or have application to events that may occur, after the expiration or termination of this Agreement will survive expiration or termination, including the rights and obligations in sections relating to Confidentiality, Defense of Third-Party Claims, Limitation of Liability, and General Provisions. All licenses granted by Customer to Company under this Agreement will survive expiration, including all indemnity obligations and procedures.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement supersedes all prior and contemporaneous agreements and understandings between the parties relating to the subject matter of this Agreement.

11.2 Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the power or authority to bind the other or to incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided in this Agreement. Each party will be solely responsible for its own employees and the confidentiality obligations specified in this Agreement will apply to such employees’ access to the other party’s Confidential Information.

11.3 Agreement not exclusive. Customer is free to enter into agreements for similar services with other parties and Company is free to enter into agreements with other parties to license, use, and promote the services of others.

11.4 Amendments. Company may update these terms from time to time. Material changes will be communicated through the Service or via email to Customer’s registered email address. Continued use of the Service after changes take effect constitutes acceptance of the modified terms.

11.5 Assignment. Customer may not assign this Agreement without Company’s prior written consent, which will not be unreasonably withheld or delayed. Company may assign this Agreement without Customer’s consent in connection with a merger, reorganization, consolidation, acquisition, or sale of all or substantially all of its assets.

11.6 Severability. If any part of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the rest of the Agreement will remain in full force and effect.

11.7 Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.

11.8 No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

11.9 Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. Notices to Company must be sent to support@teamschedule.com. Notices to Customer will be sent to the email address associated with Customer’s account.

11.10 Applicable law. This Agreement and any disputes arising out of or related to this Agreement will be governed by the laws of Germany, without regard to conflict of law principles. The parties agree to the exclusive jurisdiction of the courts located in Munich, Germany.

11.11 Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

11.12 Construction. This Agreement is in English only. Any translation of this Agreement into another language is for reference only and without legal effect. If a court of competent jurisdiction finds any term of the Agreement unenforceable, the Agreement will be deemed modified as necessary to make it enforceable, and the rest of the Agreement will be fully enforced to affect the parties’ intent.

12. DEFINITIONS

“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party.

“Anti-Corruption Laws” means all laws against fraud, bribery, corruption, inaccurate books and records, inadequate internal controls, money-laundering, and illegal software, including the U.S. Foreign Corrupt Practices Act.

“Company” means Devsym GmbH, the provider of the Team Schedule service.

“Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.

“Confidential Information” is defined in the “Confidentiality” section.

“Customer Data” means all data, including all text, sound, software, image or video files that are provided to Company or its Affiliates by, or on behalf of, Customer and its Affiliates through use of the Service. Customer Data does not include Support Data.

“Data Protection Law” means any law applicable to Company or Customer, relating to data security, data protection and/or privacy, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing of personal data and the free movement of that data (“GDPR”), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

“Documentation” means all user manuals, handbooks, training material, requirements, and other written or electronic materials Company makes available for the Service.

“End User” means any person Customer permits to use the Service or access Customer Data.

“Feedback” means ideas, suggestions, comments, input, or know-how, in any form, that one party provides to the other in relation to recipient’s Confidential Information, products, or services.

“Insolvent” means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.

“Paddle” means Paddle.com Inc., our authorized reseller and Merchant of Record for all transactions.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants.

“Service” means the Team Schedule resource management service for Microsoft Teams, including all features, functionality, and related software provided by Company.

“Standard Contractual Clauses” means the standard data protection clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection, as described in Article 46 of the GDPR.

“Subcontractor” means any third party: (1) to whom Company delegates its obligations under this Agreement; or (2) who, in performing under a contract between it and Company or a Company Affiliate, stores, collects, transfers or otherwise processes Personal Data (obtained or accessed in connection with performing under this Agreement) or other Customer Confidential Information.

“Support Data” means all data, including all text, sound, video, image files, or software, that are provided to Company by or on behalf of Customer (or that Customer authorizes Company to obtain from the Service) through an engagement with Company to obtain technical support for the Service.

“Use” means to access, display, use or otherwise interact with the Service.