Terms of Service
Last updated March 20, 2023
These Terms of Service (“Terms”) sets forth the terms, conditions and limitations that apply to your use and access of the website located at http://www.teamwrkr.com and associated sub-domains (the “Site”), our mobile apps, and the products or services that we provide thereby.
In these Terms, the “we”, “us” or “our” means Teamwrkr, Inc., a Delaware corporation and (as the context suggests) its stockholders, members, managers, directors, officers, employees, agents, representatives, affiliates, contractors, service providers, and/or designees; “both of us” means both you and us; “Terms” includes these Terms and other documents incorporated herein by reference; “Platform” means the Site, our mobile apps, and the services that we provide through the Site and our mobile apps (the “Services”), collectively or individually as the context suggests, offered by us; “you” or “your” means the person or company using the Platform. “PII” means personally identifiable information; and “participants” means other end-users of the Platform.
In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Platform (in each such instance, and collectively “Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.
Acquisition of Rights To Use The Platform
While all visitors to and users of the Platform are subject to these Terms, there are or may be certain areas or features of the Platform that may be accessed and used only by registered users, and your right to use certain other portions of the Platform may be subject to the submission of Platform Order(s) and payment of amounts due thereunder specifying the type, quantity and subscription term for such use. “Platform Order” means the web form, order form or other document specifying the kind and quantity of Platform Services and the related subscription term and fee, if applicable, submitted by you and accepted by us (which may be electronically). Notwithstanding the foregoing, we may refuse to accept any Platform Order, or renew any subscription term, for any reason or for no reasons.
You may be required to create an account and specify a password in order to access certain areas or features on the Platform. You may not impersonate anyone else when you create your account. If your information changes at any time, please update your account to reflect those changes.
In some cases, an account may be assigned to you by an administrator, such as your company or other organization you may be a member of, such as a consulting firm. If you are using or logging into an account assigned to you by an administrator, Additional Terms may apply to your use of the Platform. Moreover, your administrator may be able to access or disable your account without our involvement.
You may not share your account with anyone else. You agree to keep your password confidential, and you understand that your password should not be the same as passwords you use on other websites or other online accounts. If you believe that your account has been compromised at any time, please notify Teamwrkr at firstname.lastname@example.org.
We do not currently charge end users to access or use the Platform. We will give you at least 30 days’ notice and opportunity to opt out before requiring payment as a condition of using the Platform.
Use of The Platform
Subject to these Terms, and except as otherwise specified in the applicable Platform Order, we grant you the limited, personal, worldwide, non-exclusive right to use the Platform solely for Non-Resale Purposes (and in the quantity and for the subscription term specified in the Platform Order, if applicable). “Non-Resale Purposes” means (a) use within and for the benefit of your organization and (b) use in connection with persons who are also authorized users of the Platform, even if they are part of a different organization. It does not include use of the Platform for Resale Purposes. “Resale Purposes” means distribution of Self-Hosted Platforms to third parties outside your organization (and who are not otherwise authorized users of the Platform), or use of the Platform to provide services for, to process information, or to generate output data, for the direct benefit of, or for purposes of rendering services to, any business entities or organizations, such as is done by service bureaus, data processing organizations or similar organizations.
You recognize that the Platform is intended to facilitate communication in real time. You acknowledge that we cannot, and do not intend to, screen communication in advance for accuracy or conformance to these terms or any laws. However, we may elect, at our sole discretion, to monitor some, all, or none of the Platform’s areas for adherence to these Terms. Accordingly, you acknowledge that neither us, our affiliates, nor any participant shall assume or have any liability for any action or inaction by us, our affiliates, or any participant with respect to content available on the Platform. Any conduct by a participant that in our sole discretion restricts or inhibits any other participant from using the Platform or another service shall entitle us to immediately terminate usage and access without notice.
You agree to use the Platform and any Teamwrkr Content (as defined below), in a manner consistent with all applicable laws and regulations. Additionally, you will not take any of the following actions with respect to the Platform or Teamwrkr Content, nor will you use the Platform or related services to upload, post, email, distribute, transmit, link, solicit or otherwise make available any Teamwrkr Content or use the Platform in any manner that:
· is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive;
· infringes someone else’s patent, trademark, trade secret, copyright or other intellectual property or other rights;
· removes any proprietary notices or labels on the Teamwrkr Content;
· advocates or solicits violence, criminal conduct or the violation of any local, state, national or international law or the rights of any third party;
· is deceptive in any way, such as an offer to sell fraudulent goods or contains an impersonation of any person or entity or misrepresents an affiliation with a person or entity;
· specifically advertises firearms or ammunition, tobacco, alcohol, illegal drugs, or other contraband;
· constitutes unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, or any other unsolicited commercial or non-commercial communication;
· interferes with others using the Platform;
· is off-topic according to the description of the group, forum or webpage;
· contains software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment;
· contains a petitions for signatures, chain letters or letters relating to a pyramid scheme;
· disrupts, interferes or inhibits any other user from enjoying the Platform or other affiliated or linked websites, material, contents, products and/or services;
· uses any robot, spider, or other such programmatic or automatic device, inducing but not limited to automated dial-in or inquiry devices, to obtain information from the Platform or otherwise monitor or copy any portion of the Platform, products and/or services;
· creates a false identity for the purpose of misleading others;
· prepares, compiles, uses, downloads or otherwise copies any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party;
· uses any Teamwrkr domain name, or confusingly similar variation, as a pseudonymous return email address;
· contains any offer for unsolicited goods or services or any advertising or promotional materials, except in those areas specifically designated for such purpose (e.g., classified bulletin board);
· provides material support or resources (or conceals or disguises the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act;
· attempts to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into the software or any Teamwrkr Content or the Platform;
· reproduces, duplicates, copies, sells, trades, resells or exploits for any commercial purposes, any portion of the Platform or Teamwrkr Content, use of the Platform, or access to the Platform;
· publishes, publicly performs or displays, or distributes to any third party any Teamwrkr Content, including reproduction on any computer network or broadcast or publications media;
· systematically collects and uses any Teamwrkr Content including the use of any data mining, or similar data gathering and extraction methods;
· makes derivative uses of the Platform or the Teamwrkr Content;
· uses, frames, or utilizes framing techniques to enclose any portion of the Platform (including the images found at the Platform or any text or the layout/design of any page or form contained on a page); and/or
· modifies, translates, decompiles, disassembles, uses reverse engineering or otherwise attempts to derive the source code for the computer systems and other technology that operate the Platform. For purposes of these Terms, “reverse engineering” shall include the examination or analysis of the Platform to determine the source code, structure, organization, internal design, algorithms or encryption devices of the Platform’s underlying technology.
Your access and use of the Platform may be interrupted at any time and from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Platform or other actions that we, in our sole discretion, may elect to take. In no event will we be liable to you or any third party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.
Your sole and exclusive remedy for any failure or non-performance of the Platform, including any associated software or other materials supplied in connection with the Platform, shall be for us to use commercially reasonable efforts to effectuate an adjustment or repair of the Platform.
General Practices Regarding Use and Storage
You acknowledge that we may establish general practices and limits concerning use of the Platform, including without limitation the maximum number of times (and the maximum duration for which) you may access the Platform in a given period of time. We may modify these general practices and limits at any time and from time to time.
We have no responsibility or liability for the deletion or failure to store any information maintained or transmitted by the Platform.
The Platform and software embodied within the Platform may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by us and/or content providers who provide content to the Platform. You may not attempt to override or circumvent any of the usage rules embedded into the Platform. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Platform, in whole or in part, is strictly prohibited.
In order to allow you to use the Platform, you will need to provide us with certain data we use to provide you the Platform; in addition, if you contact us for help or information concerning usage of the Platform, you may provide us with contact information and a description of your issue or request in order for us to provide you with support, which may include personally identifiable information or “PII”.
Our Content, Ownership, Limited License, and Reservation of Rights
A. Our Content.
The Platform contains a variety of: (a) materials and other items relating to Teamwrkr and its Platform, and similar items from our licensors and other third-parties, including any and all copyrightable material (including source and object code) as well as software libraries, articles, and other materials provided by third-parties; (b) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of Teamwrkr (collectively, “Trademarks”); and (c) other forms of intellectual property (all of the foregoing, collectively “Teamwrkr Content”).
The Platform (including past, present, and future versions) and the Teamwrkr Content are owned or controlled by Teamwrkr, our licensors and/or certain other third-parties. All right, title, and interest in and to the Teamwrkr Content available via the Platform are the property of Teamwrkr, our licensors and/or certain other third-parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible.
C. Limited License.
Subject to your compliance with these Terms and any applicable Additional Terms, Teamwrkr grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (a) download (temporary storage only), display, view, use, play, and/or print one copy of the Teamwrkr Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone and/or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only, and (b) to use certain Teamwrkr Content that we may from time to time make available on the Platform explicitly for you for use as part of your User Content (“Teamwrkr Licensed Elements”), but only for such purposes as may be explicitly stated at the time that the Teamwrkr Licensed Elements are made available on the Platform; but we and our licensors and certain other third-parties, as the case may be, retain ownership of such Teamwrkr Licensed Elements. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Teamwrkr Content, and (ii) may be immediately suspended or terminated for any reason, in Teamwrkr’s sole discretion, and without advance notice or liability. Any use of the Teamwrkr Content other than as set forth herein shall require a separate agreement between Teamwrkr and you.
Your Content; Ownership; Limited License
A. Your Content.
The Platform may allow you to submit, post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“User Content”) (whether by collaboration on or sharing files with workout, emailing, messaging, sharing a link, sharing files with other applications or Platform or users, posting in a forum or gallery or otherwise). Suspending or terminating your account will not delete or inhibit access to any of your User Content that was earlier shared or published. If you do not want others to have any such access or any of those rights, do not use the sharing, publishing or other collaboration features of the Platform and set your permissions accordingly. You are responsible for the User Content that you post on or through the Platform, including its accuracy, completeness, legality, reliability, and appropriateness.
By posting User Content on or through the Platform, you represent and warrant that: (a) the User Content is yours (you own it and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms), (b) the posting of your User Content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, (c) you have fully complied with any third party license terms relating to User Content that you upload or post using the Platform and have satisfied all terms and conditions to pass through to end users the right to use User Content; and (d) User Content does not contain or will not install any viruses, worms, malware, Trojan horses, or other harmful or destructive programming. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
Except where otherwise stated, Teamwrkr has the right but not the obligation to monitor all User Content provided by users.
You retain any and all of your rights to any User Content you submit, post or display on or through the Platform and you are responsible for protecting those rights. We take no responsibility and assume no liability for User Content you or any third-party posts on or through the Platform. However, by posting User Content using the Platform you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content on and through the Platform for the sole purpose of providing the Platform to you and any users of the User Content and Platform who you authorize.
In addition, other User Content not owned by you found on or through the Platform are the property of Teamwrkr or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said User Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
C. Limited License.
Except as otherwise described in any applicable Additional Terms, you hereby grant to Teamwrkr, and you agree to grant to Teamwrkr, the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your User Content. You acknowledge and agree that Teamwrkr has the right to share User Content with third party developers and licensees using the application programming interface (API) provided and licensed in connection with the Platform, however, that this will only occur if you authorize access to any of User Content by any other licensees or other users of the Platform. Please see your account for details of access authorization.
You may voluntarily provide (in connection with your use of the Platform or related Platform) suggestions, comments or other feedback (“Feedback”). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. Further, we are not required to hold such Feedback in confidence; provided, that we will not disclose the source of specific Feedback without your consent; and nothing in these Terms restricts the use by you of such Feedback or ideas that you provide to us.
Third Party Software and Service Providers
Information From Third Party Sites
By accessing and using the Platform, you expressly authorize and direct us, on your behalf, to electronically retrieve information maintained by third party sites. We do not review third party data for accuracy, legality or non-infringement. We are not responsible for and cannot guarantee the accuracy or timeliness of the third party data we retrieve on your behalf directly from third party technology or data provider.
We cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalized settings or other service interruptions. We assume no responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalized settings.
These Terms will continue to apply until terminated either by you or us as set forth below. If you want to terminate your legal agreement with us, you may do so by terminating the use of the Platform and removing our software from your devices.
We may, under certain circumstances and without prior notice, immediately terminate your access to the Platform. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) discontinuance or material modification to the Platform (or any part thereof), (d) unexpected technical or security issues or problems, (e) extended periods of inactivity, (f) you have engaged in fraudulent or illegal activities, or (g) for any other reason or no reason, in our and absolute discretion. In addition, if you are provided the Platform under Additional Terms, breach or termination of the Additional Terms will in general terminate your access to the Platform. We may also terminate these Terms for convenience (i.e. without need to prove cause) upon the last-to expire subscription term under each Platform Order, if any.
The termination of these Terms will not affect any of our rights or your obligations arising under these Terms prior to the date of termination.
You hereby agree to defend, indemnify and hold us and our subsidiaries, affiliates, officers, members, stockholders, co-branders, and employees, consultant and agents harmless from any claim or demand (including reimbursing us any reasonable attorneys’ fees incurred by us in the defense of any such claim or demand), made by any third party due to or arising out of User Content you submit, post, transmit, store or otherwise make available through the Platform, your infringement of any intellectual property rights, your use of the Platform, your connection to the Platform, your purchase of products or services through the Platform, your violation of these Terms, or your violation of any rights of another. We retain the right to retain counsel of our choosing in our sole discretion. Furthermore, you must cooperate in good faith to assist us in our defense and any settlement negotiations related thereto, and to reimburse us for reasonable settlement amounts, if any.
Disclaimer of Warranties and Liability
YOUR USE OF THE PLATFORM AND ALL RELATED SERVICES, INCLUDING ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM OUR PRODUCT IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. WE ASSUME NO RESPONSIBILITY FOR ERRORS OR OMISSIONS MADE BY YOU OR ERRORS OR OMISSIONS IN THE CONTENT, INFORMATION OR OTHER DATA AND DOCUMENTS WHICH ARE REFERENCED BY, LINKED TO OR PROVIDED BY OR THROUGH THE PLATFORM AND ALL RELATED SERVICES. 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.
USE OF THE PLATFORM MAY BE AVAILABLE THROUGH A COMPATIBLE MOBILE DEVICE, INTERNET, AND/OR NETWORK ACCESS AND MAY REQUIRE SOFTWARE. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THESE REQUIREMENTS, INCLUDING ANY APPLICABLE EQUIPMENT, CHANGES, UPDATES AND FEES AS WELL AS THE TERMS OF YOUR AGREEMENT WITH YOUR MOBILE DEVICE AND TELECOMMUNICATIONS PROVIDER. WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO: (A) THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER OF THE TELECOMMUNICATION SERVICES AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION; (B) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (C) ANY DISCLOSURE OR INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE WILL NOT BE LIABLE FOR AND MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE, RELIABLE OR COMPLETE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS, AND (E) ANY ERRORS IN THE PLATFORM OR ANY SOFTWARE THAT WE PROVIDE OR THAT WE USE IN OFFERING THE PLATFORM WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM 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 ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
Limitation of Liability; Release
WE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PLATFORM; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (E) ANY OTHER MATTER RELATING TO THE PLATFORM OR ANY SERVICES OFFERED THROUGH THE PLATFORM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, OUR LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, SHALL IN NO EVENT EXCEED THE AMOUNT ACTUALLY RECEIVED BY US FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO SUCH LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT. IN THE EVENT YOU ARE USING A FREE, TRIAL, OR OTHER UNPAID VERSION OF THE PLATFORM, IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM EXCEED ONE HUNDRED DOLLARS ($100).
Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF MAY NOT APPLY TO YOU.
We may at any time and from time to time provide certain communications to you such as service announcements, administrative messages and other notifications (“Notices”).
Notices will in general be sent by means of a general notice through the Platform. By providing us with your email address, you consent to receive all required Notices regarding our Platform and other offerings electronically. All Notices in electronic format will be considered to be in writing, and to have been received no later than five (5) business days after or dissemination, whether or not you have received or retrieved the communication. Your consent to receive Notices electronically is valid until you end your relationship with us. We reserve the right to terminate or change the terms and conditions on which we provide electronic Notices and will provide you notice thereof in accordance with applicable law.
Any notice you desire to send to us must be sent exclusively by submitting an electronic message via email at email@example.com, unless explicitly instructed to do otherwise in these Terms.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice to you. We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Platform. We may also revise these Terms at any time, and therefore we suggest that you check these Terms from time to time. We may notify you of any changes by a Notice as provided above. If you do not agree to the changes after receiving notice of the changes to the Platform, you may stop using the Platform as provided above. Your continued access or use of the Platform indicates your agreement to be bound by any such changes.
These Terms constitutes the entire agreement between both of us and governs your use of the Platform, superseding any prior agreements between both of us with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other services, affiliate services, third party content, or third-party software. The foregoing does not apply to parties who are subject to separate Additional Terms.
Choice of Law and Forum
These Terms and the relationship between both of us shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts without regard to its conflict of law provisions. Your exclusive forum for bringing any claim or cause of action against us is the courts located in Boston, Massachusetts. You hereby accept and submit to the personal and exclusive jurisdiction of such courts in any proceeding or action. With respect to any such proceeding or action brought in such courts, you hereby irrevocably waive, to the fullest extent permitted by law: (a) any objection you may have now or in the future to such jurisdiction or venue, and (b) any claim that such action or proceeding has been brought in an inconvenient form. Nothing limits our right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or any other form of relief.
Notwithstanding anything herein, if we elect in our sole discretion to resolve any claim through arbitration, you must cooperate fully with and be bound by such arbitration, without further recourse of any kind. The American Arbitration Association (“AAA”) shall preside over such arbitration. Such arbitration shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts without regard to its conflict of law provisions. All proceedings shall take place in Boston, Massachusetts. If there is a conflict between the rules of the AAA and any provision of these Terms, these Terms shall govern. You are responsible for all costs that you incur in the arbitration, including without limitation, expert witnesses or attorneys. The reasonable filing fees and arbitrator’s costs and expenses shall be advanced by us. However, if the arbitration is decided in our favor, you must reimburse us for all of our fees, costs, and expenses related to the arbitration, including without limitation, all fees, costs, and expenses related to filing, arbitrators, expert witnesses, attorneys, and other third parties.
Waiver and Severability of Terms
We do not waive our rights by delaying or failing to exercise them at any time. If any provision of these Terms shall be determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal governmental agency, the validity or enforceability of any other provision of these Terms shall not be affected, and the other provisions of the Terms remain in full force and effect.
No Third-Party Beneficiaries
Except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.
No Right of Survivorship and Non-Transferability
Your right of access to the Platform is non-transferable and any rights to information we store with respect to your usage terminates upon your death or dissolution.
Statute of Limitations
Notwithstanding any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
Claims of Copyright and Trademark Infringement
If you believe that your intellectual property is being used on the Platform in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on our Platform;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you, your agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The information specified above must be sent to our Designated Agent, whose contact information is as follows:
Attention: Privacy & Security
120 Main Street #644
Email us at firstname.lastname@example.org
Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide may be shared with third parties, including the person who provided the allegedly infringing material. Upon receipt of a bona fide infringement notification by the Designated Agent, we will remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user’s access to the Platform.
If you believe that your content should not have been removed for alleged copyright infringement, you may send our Designated Agent a written counter-notice with the following information:
- Identification of the copyrighted work that was removed, and the location on the Platform where it would have been found prior to its removal;
- A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and
- Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion