This Terms of Service Agreement (“Agreement”) is an agreement between you and 2022 Services LLC. 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.

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".

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.

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: [ATeams to insert URL] 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: [ATeams to insert URL].
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.

7.1. "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.

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.

9.1. 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.

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.

11.1. 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.

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.

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.

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.

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.

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

• September 1st, 2020