Last Updated: June 1, 2015
ACCEPTANCE OF THESE TERMS
THESE TERMS INCLUDE A BINDING ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.
The services are offered and available to users who are at least 13 years of age or older. By using the Services, you represent and warrant that you are 13 years of age or older. If you are 13 years of age but under 18 years of age, you may use the Services only with permission and supervision of your parent or legal guardian. If you do not meet all of these requirements, you must not access or use the Services.
We may revise these Terms from time to time in our sole discretion, subject to applicable law. When we revise these Terms, we will post the revised version on the Website. You are free to decide whether or not to accept a revised version of these Terms, but accepting these Terms, as revised, is required for you to continue accessing or using the Services. If you do not agree to these Terms or any revised version of these Terms, your sole recourse is to terminate your access or use of the Services. Except as otherwise expressly stated by us, your access and use of the Services are subject to, and constitute your acceptance of, the version of these Terms in effect at the time of your access or use.
ADDITIONAL TERMS AND CONDITIONS
In conjunction with your access or use of the Services, you may be subject to additional terms, rules, policies, and conditions, including, but not limited to, additional intellectual property, privacy, and security terms and conditions (the “Additional Guidelines”), which are hereby incorporated by
reference into these Terms. In the event of a conflict between any Additional Guidelines and these Terms, these Terms will control.
ACCESSING THE WEBSITE AND ACCOUNT SECURITY
We may, in our sole discretion, modify the Services by adding or removing features and functionalities, without prior notice or liability to you. Notwithstanding the foregoing, content available through the Services may be out of date at any given time, and we are under no obligation to update such content. We also will not be liable if any or all of the Services are unavailable at any time or for any period for any reason.
You are responsible for:
Making all arrangements necessary for you to have access to the Services.
Ensuring that all persons who access the Services through your internet connection are aware of these Terms and comply with them.
You agree not to authorize any other person or entity to use your user name, password, or other security information to access the Services. You also agree to ensure that you log out of your Account at the end of each visit to the Website. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your user name, password, or other security information. You are solely responsible for the maintenance, confidentiality, and security of your user name, password, or other security information. Except as otherwise required by applicable law, you are responsible for all transactions and other activities in connection with the Services that are authorized or performed using your user name, password, or other security information, whether authorized or unauthorized by you. Except as otherwise expressly stated in these Terms or required by applicable law, we are not responsible for any losses or damages arising out of the loss or theft of your user name, password, or other security information. If you suspect or become aware of any unauthorized activity or access to your user name, password, or other security information, you must contact us immediately at [email@example.com].
INTELLECTUAL PROPERTY RIGHTS
The Services and all related content, features, and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by TeamBuildr, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws and treaties.
Subject to these Terms, you are permitted to access and use the Services for your personal use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material related to the Services, except as follows:
Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your web browser for display enhancement purposes.
You may print and download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal use provided you agree to be bound by our end user license agreement for such applications.
If we provide social media features with certain content, you make take such actions as are enabled by such features.
You must not:
Modify copies of any materials.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials.
You must not access or use the Services for commercial purposes. We may, but are not obligated to, monitor your use of the Services.
If you wish to make any use of material on the Website other than that set out in this section, please address your request to [firstname.lastname@example.org].
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to access and use the Services will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by TeamBuildr. Any access or use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
TeamBuildr’s name and logo, and all related names, logos, product and service names, designs, and slogans are trademarks of TeamBuildr or its affiliates or licensors. You must not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans available through the Services are the trademarks of their respective owners.
You may use the Services only for lawful purposes and in accordance with these Terms. If your access or use of the Services is prohibited by applicable law, then you are not authorized to access or use the Services. We are not responsible if you access or use the Services in any manner that violates applicable law. You agree not to use the Services:
In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).
For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the content standards set out in these Terms.
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” or “spam” or any other similar solicitation, or to otherwise solicit others for purposes not related to the Services.
To impersonate or attempt to impersonate TeamBuildr, a TeamBuildr employee, another user, or any other person or entity (including, without limitation, by using e- mail addresses or user names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm TeamBuildr or users of the Services or expose them to liability.
Additionally, you agree not to:
Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.
Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material available through the Services.
Use any manual process to monitor or copy any of the material available through the Services or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Services.
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the servers on which the Website is stored, or any server, computer, or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Services.
The Website may contain message boards, private messaging, chat rooms, personal web pages and profiles, forums, bulletin boards, video conferencing, digital content uploading, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, contribute, publish, display, or transmit publicly or to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services.
All User Contributions must comply with the Content Standards set forth in these Terms.
Any User Contribution you post through the Services will be considered non-confidential and non- proprietary. By providing any User Contribution through the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the
right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
You own or control all rights in and to User Contributions posted by you and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
All User Contributions you post do not and will not infringe or violate the rights of any third party.
All User Contributions you post do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contributions you post, and you, not TeamBuildr, have full responsibility for such User Contributions, including their legality, reliability, accuracy, and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Services.
MONITORING AND ENFORCEMENT
Without undertaking any obligation to screen or monitor User Contributions, we have the right (but not the obligation) to:
Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
Take any action with respect to any User Contributions that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contributions violate these Terms, including the Content Standards set forth below, infringe any intellectual property right or other right of any person or entity, threaten the personal safety of users of the Services or the public, or could create liability for TeamBuildr.
Disclose your identity or other information about you to any third party who claims that User Contributions posted by you violate their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Contributions through the Services. YOU WAIVE AND HOLD
HARMLESS TEAMBUILDR AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PERSONS DURING OR AS A RESULT OF TEAMBUILDR’S INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS TEAMBUILDR AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS OR LAW ENFORCEMENT AUTHORITIES.
We assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must comply with all applicable federal, state, local, and international laws and
Without limiting the foregoing, User Contributions must not:
Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Be likely to deceive any person.
Promote any illegal activity or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety, or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.
DIGITAL MILLENNIUM COPYRIGHT ACT
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law.
Notice of Infringement
If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if multiple copyrighted works at a single online site are covered by a single DMCA Notice, a representative list of such works at that site.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or applicable law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated copyright agent to receive DMCA Notices is:
2270 Beaver Road Landover, MD 20785 240-415-8326 email@example.com
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 attorneys’ fees) under Section 512(f) of the DMCA. Without limiting any other provisions of these Terms, we may terminate your Account and your access to or use of the Services if you repeatedly infringe third-party copyrights.
If you believe that material you posted on the Website 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 written notification to our copyright agent (identified below). 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, email address).
A statement, under penalty of perjury, 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.
Completed Counter-Notices should be sent to:
2270 Beaver Road Landover, MD 20785 240-415-8326 firstname.lastname@example.org
If a proper Counter-Notice is received by our copyright agent, we may send a copy of the Counter- Notice to the original complaining party informing that person that we may replace the removed material or cease disabling it in 10 business days. We may, in our discretion, replace or restore access to the removed material and cease disabling access to it in 10 to 14 business days or more
after receipt of the Counter-Notice, unless our designated copyright agent first receives notice from the person who submitted the DMCA Notice that such person has filed an action seeking a court order to restrain the owner of the removed material from engaging in infringing activity relating to such material.
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 attorneys’ fees) under Section 512(f) of the DMCA.
TERMINATION AND SUSPENSION
We may, in our sole discretion, suspend, limit, or terminate your Account and your access to or use of the Services for any reason, without notice or liability to you. You may terminate your Account and stop using the Services at any time by notifying us at [email@example.com] and providing sufficient information for us to verify your identity. Upon the termination of your Account, you must cease all use of the Services. Termination of your Account will not affect any of our rights or your obligations arising under these Terms prior to such termination. Provisions of these Terms that, by their nature, should survive termination of your Account will survive such termination.
RELIANCE ON INFORMATION POSTED
The information presented through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services or by anyone who may be informed of information presented through the Services.
The Services may include content and services provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by TeamBuildr, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of TeamBuildr. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
LINKING TO THE WEBSITE AND SOCIAL MEDIA FEATURES
You may link to the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
The Website may provide certain social media features that enable you to:
Link from your own or certain third-party websites to certain content on the Website.
Send e-mails or other communications with certain content, or links to certain content, on the Website.
Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us. Subject to the foregoing, you must not:
Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other website.
Otherwise take any action with respect to the materials on the Website that is inconsistent with any other provision of these Terms.
The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
LINKS FROM THE WEBSITE
If the Website contains links to other websites and resources provided by third parties, these links are provided for your convenience only. Our inclusion of such links does not imply our endorsement of such third-party websites or resources or any association with their owners or operators. We have no control over the contents of those websites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or resources linked to the Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites and resources.
We make no claims that the Services are accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access
the Services from outside the United States, you do so at your own risk and initiative and are responsible for compliance with local laws.
DISCLAIMER OF WARRANTIES
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL- OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER TEAMBUILDR NOR ANY PERSON ASSOCIATED WITH TEAMBUILDR MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER TEAMBUILDR NOR ANYONE ASSOCIATED WITH TEAMBUILDR REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TEAMBUILDR HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL TEAMBUILDR, ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MEMBERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES OR ANY INFORMATION, PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, BODILY INJURY (INCLUDING DEATH), PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
WITHOUT LIMITING THE FOREGOING, IN THE EVENT YOU OR ANY OTHER PERSON OR ENTITY IS ENTITLED TO RECOVER DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY INFORMATION, PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, THE COLLECTIVE LIABILITY OF TEAMBUILDR, ITS AFFILIATES, AND ITS AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MEMBERS, AND DIRECTORS (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) WILL NOT EXCEED THE AMOUNT OF THE ACTUAL DIRECT DAMAGES SUFFERED BY YOU, UP TO THE LESSER OF (I) AN AMOUNT EQUAL TO THE FEES PAID BY YOU (OR YOUR TRAINING FACILITATOR ON YOUR BEHALF) FOR YOUR SERVICES DURING THE 12-MONTH PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO LIABILITY, OR (II) $500.
IN ADDITION TO AND WITHOUT LIMITING ANY OF THE FOREGOING, WE WILL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, ACTS OF TERRORISM, LABOR CONDITIONS, POWER FAILURES, INTERNET DISTURBANCES, OR SERVICES OR SYSTEMS CONTROLLED BY THIRD PARTIES.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to indemnify, hold harmless, and (at our request) defend TeamBuildr, its affiliates, licensors, and service providers, and its and their respective officers, members, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your User Contributions, any use of the Website’s content,
services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Website. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
GOVERNING LAW; LITIGATION
All matters relating to the Services and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the [State of Maryland] without giving effect to any choice or conflict of law provision or rule (whether of the [State of Maryland] or any other jurisdiction). If any of these Terms, or portions thereof, is invalid or unenforceable under any applicable statute or rule of law, it shall be deemed to be restated to make it enforceable while remaining as close to the intent of the original term as possible; all other terms shall remain unchanged and enforceable. Any litigation arising out of or related to this Agreement shall be commenced and maintained exclusively in the state or federal courts sitting in Maryland.
DISPUTE RESOLUTION BY BINDING ARBITRATION; JURY TRIAL WAIVER; CLASS ACTION WAIVER
For any and all controversies, disputes, demands, claims, or causes of action between you and us (including the interpretation and scope of this Section and the arbitrability of the controversy, dispute, demand, claim, or cause of action) relating to the Services or these Terms (as well as any related or prior agreement that you may have had with us), you and we agree to resolve any such controversy, dispute, demand, claim, or cause of action exclusively through binding and confidential arbitration. In the event of any such controversy, dispute, demand, claim, or cause of action, the complaining party must notify the other party in writing thereof. Within 30 days of such notice, you and we agree to use reasonable efforts to attempt to resolve the dispute in good faith. If you and we do not resolve the dispute within 30 days after such notice, the complaining party must seek remedies exclusively through arbitration. The demand for arbitration must be made within a reasonable time after the controversy, dispute, demand, claim, or cause of action in question arose, and in no event may it be made after two years from when the complaining party knew or should have known of the controversy, dispute, demand, claim, or cause of action.
The arbitration will take place in the federal judicial district of your residence or such other place mutually agreed upon by you and us. As used in this Section, “we” and “us” mean TeamBuildr and its subsidiaries, affiliates, predecessors, successors, and assigns and all of its and their respective employees, officers, directors, agents, and representatives. In addition, “we” and “us” include any third party providing any product, service, or benefit in connection with the Services or these Terms (as well as any related or prior agreement that you may have had with us) if such third party is named as a co-party with us in any controversy, dispute, demand, claim, or cause of action subject to this Section.
Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator from the American Arbitration Association (“AAA”) with substantial experience in resolving commercial contract disputes. As modified by these Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).
You should review this provision carefully. To the extent permitted by applicable law, you are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that you file in small claims court in the state or municipality of your residence or as otherwise provided in the Rules and Procedures within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within the federal judicial district of your residence for such purpose. A request for interim measures will not be deemed a waiver of the obligation to arbitrate.
Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures may be SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrators’ decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and we must abide by the following rules: (A) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (B) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (c) we will pay as much of your filing and hearing fees in connection with the arbitration as required by the Rules and Procedures and/or as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (d) we also reserve the right, in our sole and exclusive discretion, to assume responsibility for any or all of the costs of the arbitration; (e) the arbitrator will honor claims of privilege and privacy recognized at law; (f) the arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award; (g) subject to the limitation of liability provisions of these Terms, the arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law; and (h) each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law.
This section will survive termination of these Terms as well as any voluntary payment of any debt in full by you or any bankruptcy by you or us. With the exception of subparts (a) and (b) of this section (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal, or conflicting part was not contained herein. If, however, either subpart (a) or (b) of this section is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision will be null and void, and neither you nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in federal court if it has jurisdiction or, if it does not, in a state court located in the federal judicial district of your residence.
If you wish to opt out of this arbitration provision, you must notify us of your election in writing within 30 days of the date that you first became subject to this arbitration provision or within 30 days of the effective date of any material change to these Terms by sending a written notice to us by certified mail at the following address: TeamBuildr LLC, 2270 Beaver Road, Landover, MD 20785, Attention: Legal Department -Arbitration Opt-Out. Your opt-out notice must include your name, address, phone number, and email address.
For more information on the AAA, the Rules and Procedures, or the process for filing an arbitration claim, you may call the AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
WAIVER AND SEVERABILITY
No waiver by TeamBuildr of any term or condition set forth in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of TeamBuildr to assert a right or provision under these Terms will not constitute a waiver of such right or provision.
Except as expressly provided above in the section titled “Dispute Resolution By Binding Arbitration; Jury Trial Waiver; Class Action Waiver,” if any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision will be eliminated or limited to the minimum extent such that the affected provision, if possible, and all other provisions of these Terms will continue in full force and effect.
We will send all notices and other communications regarding the Services to you at the email address you provided during your Account registration, as may be updated by you from time to time. You may change your email address by revising your Account profile on the Website. Except as otherwise provided by applicable law, you will be considered to have received a notice from us regarding the Services when we send it to the email address we have in our records for you or when we post such notice on the Website. All notices to us that are intended to have a legal effect must be in writing and delivered either (a) via email to firstname.lastname@example.org, or (b) via reputable overnight courier or certified mail, postage prepaid and with return receipt requested, to TeamBuildr
LLC, 2270 Beaver Road, Landover, MD 20785, Attention: Legal Department. All such notices are deemed effective upon documented receipt by us.
ENTIRE AGREEMENT AND OTHER GENERAL TERMS
If you have any questions regarding these Terms or the Services, please contact us at email@example.com or 240-415-8326.
Version 1.0 (effective July 1, 2017 to present)