This Agreement was last revised on May 24, 2018.
TeamUp, the Service, is designed for business to organize and manage sports and fitness activities, including classes and sessions, races and other larger events, and for their customers, Users, to manage their registrations and their membership standing with their chosen provider.
You may use the Service only if you can form a binding contract with TeamUp, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. The Service is not available to any Users previously removed from the Service by TeamUp.
Your TeamUp account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a TeamUp account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to TeamUp with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify TeamUp immediately of any breach of security or unauthorized use of your account. TeamUp will not be liable for any losses caused by any unauthorized use of your account.
You may control your User profile and how you interact with the Service via your account settings by logging into your account. By providing TeamUp your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service. If you do not want to receive such email messages, you may opt out or change your preferences in your notification settings by logging into your account. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service in a manner that sends more request messages to the TeamUp servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that TeamUp grants the operators of public search engines revocable permission to use spiders to copy materials from goteamup.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any unlawful purposes, including, but not limited to, money laundering or the sale of illegal services or products; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER TEAMUP USERS AND TEAMUP PROVIDERS, INCLUDING, BUT NOT LIMITED TO ALL OF THE RISKS ASSOCIATED WITH ANY ONLINE OR OFFLINE INTERACTIONS AT EVENTS, SESSIONS, CLASSES, PICK-UP EVENTS, RACES, SPORTING EVENTS, OR ANY OTHER ACTIVITIES FACILITATED ON OR THROUGH THE SERVICE. We reserve the right, but have no obligation, to monitor disputes between you and other Users or Providers. TeamUp shall have no liability for your interactions with other Users or Providers, or for any User’s or Provider’s action or inaction.
TeamUp uses commercially reasonable efforts to ensure that information (including Event pricing) provided by Providers on the Service is accurate, however, TeamUp makes no warranty or guarantee that any information posted by Providers on the Service is accurate, complete, truthful, or otherwise satisfactory. If at any time Event prices are determined to be inaccurate by TeamUp in its sole discretion, TeamUp will, in the event of an overcharge, provide you with a credit for the difference, and, in the of an undercharge, give you the option to receive a full refund or to pay the difference in price.
IN NO EVENT WILL TEAMUP BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, DEATH, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS, MEETINGS OR ACTIVITIES WITH OTHER USERS OR PROVIDERS ON THIS SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IF YOU INTERACT WITH OTHER USERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR PARTICIPATE IN ANY SPORTS OR FITNESS ACTIVITIES. YOU SHOULD CONSULT WITH YOUR PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL BEFORE BEGINNING OR CHANGING A FITNESS PROGRAM TO MAKE SURE THAT THE ACTIVITY IS APPROPRIATE FOR YOU.
Some areas of the Service allow Users to post content such as profile information, photographs, comments, questions, location information, and other content or information (any such materials a User submits, posts, displays, or otherwise makes available on the Service “User Content”). You retain ownership of your User Content.
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. TeamUp reserves the right, but is not obligated, to reject and/or remove any User Content that TeamUp believes, in its sole discretion, violates these provisions. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
A You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
B Your User Content and TeamUp's use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
C TeamUp may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
D To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
TeamUp takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that TeamUp shall not be liable for any damages you allege to incur as a result of User Content.
By posting any User Content on the Service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to TeamUp a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and TeamUp’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.
If the features of the Service allow you to remove or delete User Content from the Service, the above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete such User Content from the Service. You understand and agree, however, that TeamUp may retain, but not display, distribute, or perform, server copies of User Content that have been removed or deleted. The above licenses granted by you in User Content for which the Service does not provide you a means to delete or remove are perpetual and irrevocable.
A TeamUp Service. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the features of the Service. TeamUp reserves all rights not expressly granted herein in the Service and the TeamUp Content (as defined below). TeamUp may terminate this license at any time for any reason or no reason.
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the "TeamUp Content"), and all Intellectual Property Rights related thereto, are the exclusive property of TeamUp and its licensors (including other Users who post User Content to the Service). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any TeamUp Content. Use of the TeamUp Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place TeamUp under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, TeamUp does not waive any rights to use similar or related ideas previously known to TeamUp, or developed by its employees, or obtained from sources other than you.
A Billing Policies; Payment Information. Certain services may be offered by Providers for a fee or other charge. You understand and agree that the Provider is solely responsible for charges and fees related to all services managed through TeamUp. TeamUp may store your payment information on behalf of the provider for your convenience, as controlled by your account settings. Authorization to charge your chosen payment method will remain in effect until you cancel or modify your preferences. Providers may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion.
B Refunds. Each individual Provider has their own refund policy. The Provider is entirely responsible for issuing refunds from their chosen payment processing services, or by cash.
C Cancellations; No-Shows. If an Event is cancelled for any reason, or if the Event does not occur on the scheduled date, it is the Provider’s responsibility to issue a refund in accordance to their refund policy.
The following provisions apply to Providers only. These rules supplement any addition rules or policies TeamUp may provide to Providers from time to time.
A Refunds. TeamUp is not responsible for making any refunds from any of your chosen payment services. It is advised that you establish a clear refund policy to govern refund requests submitted by Users for Events and services you manage with TeamUp. The policy should include provisions governing cancellations due to inclement weather or other unforeseen circumstances, no-shows by other participants or by you, and a dispute resolution process.
C Payments. TeamUp will bill and collect registration fees from Users for Events on your behalf. We will pay you in accordance with our Provider Payment Terms. Any change to our pricing or payment terms shall become effective following notice of such change to you as provided in this Agreement. Unless otherwise agreed by the parties in writing, TeamUp shall remit payments due to you hereunder on the fifteenth (15th) and thirtieth (30th) day of each calendar month in which the applicable fees are received. Registration fees received by TeamUp within five (5) days of a payment date shall be paid to you in the subsequent payment period. Payment shall be in the form you select when you register for the Service, or as subsequently updated as permitted by the Service. Payments shall only be made when the amount due to you totals at least $10. Unpaid amounts due shall accrue until the next payment period in which the amount due is at least $10. TeamUp reserves the right to withhold payment or charge back to your account any amounts otherwise due to us under this Agreement, or amounts due to any breach of this Agreement by you, pending TeamUp’s reasonable investigation of such breach. In the event TeamUp pays you on a percentage basis, the payment percentage will be based on Net Revenues. “Net Revenues” means those amounts actually received by TeamUp from Users who sign up for your Event(s) for the applicable payment period, less chargebacks, refunds, taxes, and TeamUp’s operating expenses (including payment processor expenses), as determined in TeamUp’s sole and absolute discretion. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account, which includes without limitation applicable tax information. If we believe that we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your payments until you provide this information or otherwise satisfy us that you are not a person or entity from whom we are required to obtain tax information. Any third-party fees related to returned or cancelled payments due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Service. If you dispute any payment made hereunder, you must notify TeamUp in writing within thirty (30) days of such payment. Failure to so notify TeamUp shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by TeamUp. No other measurements or statistics of any kind shall be accepted by TeamUp or have any effect under this Agreement. We may withhold any taxes or other amounts from payments due to you as required by law.
D Event Obligations. By posting an Event on the Service, you are responsible for ensuring that the Event occurs on the scheduled date and time, and in accordance with the terms and details you provide on your Event page. If the Event details change, you must notify all Users attending that Event of the change as promptly as practicable. Failure to adhere to the terms of this section may result in the suspension or permanent removal of your account, in TeamUp’s sole discretion. E Contact Information. You must publicly provide at least one method of communication (e-mail address or phone number) on each of your Event pages to allow Users to contact you with questions or comments. Further, you agree to respond to all reasonable questions and requests from Users in a timely manner. Failure to adhere to the terms of this section may result in the suspension or permanent removal of your account, in TeamUp’s sole discretion.
E Data Protection. We comply with EU data protection rules, namely the General Data Protection Regulation. In the UK those rules are to be set out in the Data Protection Act 2018. We are each independent "data controllers" for the data related to customers, and so we each have our own separate responsibilities for ensuring that payer data is protected legally and technically. Separately, if you use a third party service with TeamUp, you are responsible for ensuring your data is transferred to them, stored and treated in a way you’re happy with (we’re not responsible for this).
TeamUp cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Since we respect artist and content owner rights, it is TeamUp’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify TeamUp’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Service;
4. Information reasonably sufficient to permit TeamUp to contact you, such as your address, telephone number, and, e-mail address;
5. 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 law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
The above information must be
submitted to the following DMCA Agent: Attn: DMCA Notice TeamUp,
Address: 530 Lytton St, Floor 2, Palo Alto, CA 94301
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying TeamUp and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with TeamUp's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, TeamUp has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. TeamUp may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
You agree to defend, indemnify and hold harmless TeamUp and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your involvement in any and all events posted on the Service you may choose to engage in offline, including without limitation, physical activities, classes, sessions, or pick-up events; (ii) your use of and access to the Service, including any data or content transmitted or received by you; (iii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iv) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (v) your violation of any applicable law, rule or regulation; (vi) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TEAMUP OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, TEAMUP, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. TEAMUP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE TEAMUP SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND TEAMUP WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TEAMUP, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, BODILY INJURY, DEATH, OR EMOTIONAL DISTRESS , THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE, INCLUDING THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY OTHER USER OR PROVIDER. UNDER NO CIRCUMSTANCES WILL TEAMUP BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEAMUP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL TEAMUP, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO TEAMUP HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF TEAMUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Service is controlled and operated from its facilities in the United States. TeamUp makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
A Governing Law. You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over TeamUp, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as otherwise agreed between the parties or as described in Section 16.B. below, any claim or dispute between you and TeamUp that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in San Francisco County, California, unless submitted to arbitration as set forth in the following paragraph.
B Arbitration. For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
C Notification Procedures. TeamUp may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by TeamUp in our sole discretion. TeamUp reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. TeamUp is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add firstname.lastname@example.org to your email address book to help ensure you receive email notifications from us.
D Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with TeamUp in connection with the Service, shall constitute the entire agreement between you and TeamUp concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
E No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and TeamUp's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us with any questions regarding this Agreement.