INTELLECTUAL PROPERTY RIGHTS

Teamed Inc. Intellectual Property Policy

March 2018

ERTAIN DEFINED TERMS

The following capitalized terms have the following meanings:

“Background Technology” means all Inventions developed by Teammates other than in the course of providing Services to Buyers under the Service Contract and all Inventions that Teammate incorporates into Work Product.

“Buyers” are users who purchase services on Teamed.

“Buyer Materials” means requests, intellectual property, and any other information or materials that Buyer provides to Teammate for Teammate to perform Services.

“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.

“Services” are services offered on Teamed.com.

“Teammates” are users who offer and perform services through Teamed.

BACKGROUND TECHNOLOGY

Teammate will disclose in the Engagement Terms any Background Technology which Teammate proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Teammate discloses no Background Technology, Teammate warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Teammate will separately provide, with each delivery of Work Product to Buyer, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Teammate, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement Terms, Teammate agrees that it will not incorporate into Work Product or otherwise deliver to Buyer any software code for which the use or distribution of the code will create (or purport to create) obligations for Buyer to grant any rights or immunities under Buyer intellectual property to a third-party, including without limitation any obligation that the Work Product or Buyer software combined with, derived from, or distributed with such Work Product be disclosed or distributed in source code form, be licensed for the purpose of making derivative works, or be redistributable at no charge.

LICENSE TO BACKGROUND TECHNOLOGY

Upon Teammate’s receipt of full payment from Buyer for delivery of Work Product, Teammate hereby automatically grants to Buyer a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product delivered for that payment. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

CLIENT MATERIALS

Buyer grants Teammate a limited, non-exclusive, revocable (at any time, at Buyer’s sole discretion) right to use the Buyer Materials as necessary solely for the performance of the Teammate Services under the applicable Service Contract. Buyer reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Buyer Materials. Upon completion or termination of the Service Contract, or upon Buyer’s written request, Teammate will immediately return all Buyer Materials to Buyer and further agrees to destroy all copies of Buyer Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Teammate’s premises, systems, or any other equipment or location otherwise under Teammate’s control. Within ten days of such request from Buyer, Teammate agrees to provide written certification to Buyer that Teammate has returned or destroyed all Buyer Materials and Work Product as provided in this subsection.

OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY

Upon Teammate’s receipt of full payment from Buyer, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Buyer, and Buyer will be deemed to be the author thereof. If Teammate has any Intellectual Property Rights to the Work Product that are not owned by Buyer upon Teammate’s receipt of payment from Buyer, Teammate hereby automatically irrevocably assigns to Buyer all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Teammate retains no rights to use, and will not challenge the validity of Buyer’s ownership in, such Intellectual Property Rights. Teammate hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. If payment is made only for partial delivery of Work Product, the assignment described herein applies only to the portion of Work Product delivered.

LICENSE TO OR WAIVER OF OTHER RIGHTS

If Teammate has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Buyer by Teammate, Teammate hereby automatically, upon Teammate’s receipt of full payment from Buyer, unconditionally and irrevocably grants to Buyer during the term of such rights, an exclusive, even as to Teammate, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Teammate has any rights to such Work Product that cannot be assigned or licensed, Teammate hereby automatically, upon Teammate’s receipt of payment from Buyer, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Buyer or related to Buyer’s customers, with respect to such rights, and will, at Buyer’s request and expense, consent to and join in any action to enforce such rights. If payment is made only for partial delivery of Work Product, the grant described herein applies only to the portion of Work Product delivered.

ASSISTANCE

Teammate will assist Buyer in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Buyer is unable, after reasonable effort, to secure Teammate’s signature on any document needed in connection with the foregoing, Teammate hereby designates and appoints Buyer and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Teammate.

IMMUNITY

A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

Intellectual Property Claims (DMCA, Trademark Infringement)

REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT (Digital Millennium Copyright Act (DMCA))

Teamedforlearning.com’s content is based on User Generated Content (UGC). Teamed does not check user uploaded/created content for violations of copyright or other rights, and it does not record private 1-1 communications. However, if you believe any of the uploaded content or service given violates your copyright or a related exclusive right, you should follow the process below. Teamed looks into reported violations and removes or disables content shown to be violating third party rights.

In order to allow us to review your report promptly and effectively, a copyright infringement notice (“Notice”) should include the following:

  • Identification of your copyrighted work and what is protected under the copyright(s) that you are referring to
  • Your copyright certificate(s)/designation(s) and the type, e.g., registered or unregistered
  • Proof of your copyrights ownership, such as the registration number or a copy of the registration certificate
  • A short description of how our user(s) allegedly infringe(s) your copyright(s)
  • Clear reference to the materials you allege are infringing and which you are requesting to be removed, for example, the Service url, a link to the deliverable provided to a user, etc.
  • Your complete name, address, email address, and telephone number.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • A statement made under penalty of perjury that the information provided in the notice is accurate and that you are the copyright owner or the owner of an exclusive right that is being infringed, or are authorized to make the complaint on behalf of the copyright owner or the owner of an exclusive right that is being infringed.
  • Your electronic signature

You can submit your notice electronically by submitting a ticket to the Teamed Support Center.

Note that we will provide the user who is allegedly infringing your copyright with information about the Notice and allow them to respond. In cases where sufficient proof of infringement is provided, we may remove or suspend the reported materials prior to receiving the user’s response. In cases where the allegedly infringing user provides us with a proper counter-notification indicating that it is permitted to post the allegedly infringing material, we may notify you and then replace the removed or disabled material. In all such cases, we will act in accordance with 17 U.S.C Section 512 and other applicable laws.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorney’s’ fees) under Section 512(f) of the DMCA.

COUNTER-NOTIFICATION PROCEDURES

If you believe that material you posted on the site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting an electronic notification to our DMCA agent (identified above). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

  • Your physical or electronic signature.
  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
  • Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorney’s fees) under Section 512(f) of the DMCA.]

TRADEMARK INFRINGEMENT

Teamedforlearning.com’s content is based on User Generated Content (UGC). Teamed does not check user uploaded/created content for violations of trademark or other rights. However, if you believe any of the uploaded content violates your trademark, you should follow the process below. Teamed looks into reported violations and removes or disables content shown to be violating third party trademark rights.

In order to allow us to review your report promptly and effectively, a trademark infringement notice (“TM Notice”) should include the following:

  • Identification of your trademark and the goods/services for which you claim trademark rights
  • Your trademark registration certificate and a printout from the pertinent country’s trademark office records showing current status and title of the registration. Alternatively, a statement that your mark is unregistered, together with a court ruling confirming your rights
  • A short description of how our user(s) allegedly infringe(s) your trademark(s)
  • Clear reference to the materials you allege are infringing and which you are requesting to be removed, for example, the Service url, a link to the deliverable provided to a user, etc.
  • Your complete name, address, email address, and telephone number.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the trademark owner, its agent, or the law.
  • A statement made under penalty of perjury that the information provided in the notice is accurate and that you are the trademark or are authorized to make the complaint on behalf of the trademark owner
  • Your electronic signature

You can submit your notice electronically by submitting a ticket to the Teamed Support Center.

Note that we will provide the user who is allegedly infringing your trademark with information about the TM Notice and allow them to respond. In cases where sufficient proof of infringement is provided, we may remove or suspend the reported materials prior to receiving the user’s response. In cases where the allegedly infringing user provides us with information indicating that it is permitted to post the allegedly infringing material, we may notify you and then replace the removed or disabled material. In all such cases, we will act in accordance with applicable law.

REPEAT INFRINGERS

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.