End User License Agreement (EULA)

END USER AGREEMENT

Please read carefully. This End User Agreement (“Agreement”) is an agreement between you (“you” or “Customer”) and Teambuildr, LLC, a Maryland limited liability company (including its affiliates, successors, or assigns, “Teambuildr”). This Agreement governs your access to, and use of, TeamBuildr’s Products (as defined below) and any information, content, or other materials uploaded, downloaded, purchased, or appearing through the Products (“Content”).

By creating an Account (as defined below), subscribing for or using the Services (as defined below) or otherwise indicating your acceptance of this Agreement, you acknowledge and agree that you have read this Agreement and are bound by this Agreement. If Customer is a company or other legal entity and you are an individual acting on behalf of Customer, you hereby represent and warrant to TeamBuildr that you are authorized to enter into this Agreement on behalf of Customer and to bind Customer to the terms and conditions of this Agreement. IF YOU DO NOT AGREE WITH ALL THESE TERMS OR ARE NOT AN AUTHORIZED AGENT FOR CUSTOMER OR AN AUTHORIZED USER OF CUSTOMER, DO NOT CREATE AN ACCOUNT, SUBSCRIBE FOR SERVICES (INCLUDING TRIAL SERVICES) OR OTHERWISE USE THE SERVICES.

THIS AGREEMENT INCLUDES A BINDING ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER.

1. Certain capitalized terms not otherwise defined in this Agreement have the meaning set forth below:
   • “Account” means an online account created at teambuildr.com or www.gymstudio.com by or on behalf of Customer through which Customer subscribes for Services.
   • “Authorized Users” means, collectively, the any coaches, teachers, fitness trainers, players, student athletes, gym members, or other individuals invited by Customer to access and use the Services under its Account. An Authorized User is a natural person.
   • “Confidential Information” means all proprietary and confidential information and materials of either Party and will include, without limitation, information relating to a Party’s business and marketing plans and processes, rates, fees and other terms of pricing of the Services, customers, software, and technology, or quality of performance of the Services. Confidential Information will not include information (i) already known or independently developed by the recipient, (ii) in the public domain through no wrongful act of the recipient, or (iii) received by the recipient from a third party who was authorized to disclose it. Customer’s Confidential Information will include “Personally Identifiable Information” about its Authorized Users.
   • “Customer Data” means Customer’s (or its Authorized Users), data collected, used, processed, stored, or generated through or as a result of the use of the Services.
   • “Intellectual Property Rights” means all intellectual property rights, howsoever arising and in whatever media, whether or not registered, including patents, copyrights, trademarks, service marks, trade names, design rights, database rights, and any applications for the protection or registration of such rights and all renewals, and extensions thereof throughout the world.
   • “Mobile App” means each of the mobile applications known as TeamBuildr and GymStudio that are made available by TeamBuildr through the respective app stores.
   • “Personally Identifiable Information” means information that personally identifies a person or entity, including, without limitation, an individual’s social security number or other government-issued identification number, date of birth, address, or an individual’s name in combination with any other of the elements listed herein.
   • “Products” means the online training portal, the Mobile Apps and Content made available by TeamBuildr that may be separately ordered by Customer as part of the Services, and which (unless otherwise specified by TeamBuildr) will be made available on a Software-as-a-Service basis.
   • “Services” mean, collectively, the Products, the Content, and any related services that may be delivered in conjunction with the or in addition to a Product.
   • “TeamBuildr IP” means all technologies (including software) and all Intellectual Property Rights incorporated in or reading on (i) any Product and (ii) any documentation provided to Customer or its Authorized Users regarding the Services, including any update or upgrade to the foregoing delivered during the Term.
   • “Terms of Use” means TeamBuildr’s Terms of Use in effect from time to time and incorporated by reference into this Agreement.
   • “Trial Services” means Services for which Customer has subscribed on an evaluation or trial basis for a period of fourteen (14) days.
2. PRODUCT ACCESS, USE, AND MAINTENANCE.
   • Access. TeamBuildr shall provide to Customer the Services (including Trial Services) subscribed for through Customer’s Account from time to time. Certain subscriptions include the right to certain upgrades, releases, and updates (major and minor) in line with TeamBuildr’s policies, and all of the foregoing are delivered subject to the terms and conditions of this Agreement and the Terms of Use. TeamBuildr, from time to time, may modify, upgrade or otherwise change the manner in which the Services are provided (including but not limited to, features, training content, or operating environment), so long as such Services are substantially comparable or superior to the prior Services). Customer shall create an Account with TeamBuildr and from such Account invite Authorized Users to participate in the Services.
   • Trial Services. Notwithstanding any provision in this Agreement to the contrary, TeamBuildr is providing the Trial Services (i) free of charge, (ii) “AS IS” without indemnification or warranty of any kind but without prejudice to the statutory rights of consumers based in the European Union. Additionally, Trial Services may not include certain features or services described on TeamBuildr’s website or promotional materials. Continued use of the Services after the trial period requires that Customer subscribe and pay for the applicable Services through its Account. Upon expiration of the trial period, neither Customer nor its Authorized Users will not have access to the Trial Services or to any Content (including Content provided by Customer and/or its Authorized Users). For the avoidance of doubt, this Agreement shall apply to both Trial Services and Services subscribed for during or after the period of Trial Services
   • Online Orders for Additional Products. Customer may order additional Services made available by TeamBuildr at any time by subscribing for such additional Services through its Account. TeamBuildr shall enable access to such additional Services within a commercially reasonable time after acceptance of such subscription and payment therefor via Customer’s Account. In no event shall any pre-printed terms appearing on any purchase or sales orders generated by Customer be deemed part of this Agreement.
   • Permitted Use. Subject to the terms and conditions of this Agreement (including, e.g., payment of fees and the usage restrictions below), TeamBuildr hereby grants Customer a non-exclusive, non-transferable, non-sub-licensable right to access the features and functions of the Services during the Term. The foregoing license is granted solely for use by Authorized Users in accordance with the terms and conditions herein and as contemplated by Customer’s Account; and solely for use in the operation of Customer’s business or organization.
   • Restrictions on Use. Customer will not, and will not permit any Authorized Users to, (i) copy or duplicate any of the TeamBuildr IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the TeamBuildr IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the TeamBuildr IP, or attempt to do any of the foregoing, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the TeamBuildr IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of TeamBuildr; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the TeamBuildr IP; (v) use the Services in violation of this Agreement; (vi) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the TeamBuildr IP; (vii) assign, sub-license, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s limited license rights to use the Products; or (viii) access the Product to build a competitive product or service, or copy any ideas, features, functions, or graphics of the Product.
   • Protection; Retained Rights; Ownership. Customer acknowledges that TeamBuildr and its licensors own all Intellectual Property Rights in and to the Services (including all components thereof) and all work product, developments, inventions, technology or materials provided under this Agreement. TeamBuildr reserves all rights not expressly granted to Customer in this Agreement. Customer will not engage in any act or omission that would impair TeamBuildr’s and/or its licensors’ Intellectual Property Rights in the Services, and any other materials, information, processes or subject matter proprietary to TeamBuildr. Customer further acknowledges that TeamBuildr retains the right to use the foregoing for any purpose in TeamBuildr’s sole discretion.
   • Authorized Users. As a condition of each Authorized User’s use of and access to the Services, each Authorized User shall be required to enter into and accept the terms of this Agreement. The acceptance of this Agreement with an Authorized User by TeamBuildr is subject its sole discretion, and TeamBuildr shall have the right at any time and from time to time to terminate any existing end user agreement with any Authorized User pursuant to the terms thereof. Notwithstanding the entry of an Authorized User into this Agreement, any act or omission by an Authorized User that, if done by Customer, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer. Failure of any Authorized User to comply with this Section 2 may be a breach of the Agreement and may result in, among other things, the termination of this Agreement and/or the denial of access to one or more of the Products. Customer and its Authorized Users shall keep their respective login IDs, passwords and other account details (collectively, “User Credentials”) confidential, and shall not share them with anyone else. Customer shall promptly notify TeamBuildr if it, or any of its Authorized Users, learns of or believes that any loss, theft, or unauthorized use of User Credentials, any breach of the security of the Products, or the need to remove any Authorized User from Customer’s Account. TeamBuildr cannot and will not be liable for any loss or damage arising from any unauthorized access or use of User Credentials.
   • Documentation. Subject to the terms and conditions contained in this Agreement, Customer will have access to documentation that TeamBuildr provides relating to the Services during the Term solely for Customer’s or its Authorized Users’ internal purposes in connection with its or their permitted use of the Products.
   • Support. TeamBuildr shall provide the following support for the Products to which Customer has subscribed: (i) Customer’s team training program set-up in the Products, (ii) TeamBuildr phone, email, online and videoconference support for initial implementation of the Products, (iii) support tools in the Products, and (iv) email support at support@teambuildr.com.
   • Specific Customer Covenants.
     • Unlawful or Unacceptable Use. Customer shall not upload, transmit or post any Content, or engage in any other use of the Products, that violates any law, rule or regulation, defames or libels any other person or entity, infringes any other person’s or entity’s rights, including, without limitation, any Intellectual Property Rights or privacy rights, or otherwise could impose civil or criminal liability. TeamBuildr reserves the right to notify any governmental entity, law enforcement authority, or any other party that it deems appropriate in its sole discretion, of any such activity. Uploading, posting or transmitting any Content that infringes any patent, trademark, trade secret, copyright, publicity or proprietary right of any person or entity will be grounds for immediate termination of the Services or other corrective action. TeamBuildr reserves the right, but does not assume any obligation, to determine in its sole discretion what is and is not acceptable content in connection with the Products, to limit placement of any content in a database or on any other area provided in connection with the Services, to use commercially reasonable efforts to remove, alter or block access to any offensive, objectionable, or unacceptable content immediately and without prior notice, to determine in its sole discretion what is and is not an appropriate conduct and use of any of the Products, and to cease providing or bar access to any or all of the Products to any user at any time, for any reason or for no reason, without prior notice. TeamBuildr reserves the right, but does not assume any obligation, to monitor and investigate complaints regarding any of the foregoing, and Customer agrees to grant TeamBuildr access to Customer’s account at any time without notice, and to cooperate fully with TeamBuildr in providing access and information as may be requested at any time and from time to time. Customer agrees that any reservation of rights by TeamBuildr imposes no obligation of any kind on TeamBuildr to take any of the foregoing actions.
     • Unauthorized Access. Customer shall not access, or attempt to access, another person’s or entity’s accounts without proper authorization to do so, or attempt to disrupt or interfere with the Products in any manner.
     • Connectivity. Customer and its Authorized Users are solely responsible for all telecommunication or Internet connections required to access the Products, as well as all hardware and software at its or their facilities needed to access the Products.
     • Compliance with Laws and Export. In connection with Customer’s or its Authorized Users’ access to and use of the Products, Customer is responsible for complying with all applicable laws, regulations and policies of all relevant jurisdictions, including all laws governing text-messaging including, but not limited to, the CAN-SPAM Act of 2003 (“CAN-SPAM”) or the Telephone Consumer Protection Act. 47 U.S.C. § 227, et. seq (“TCPA”), or when using the Products that involve text messages, telephone messages or email messages, Customer agrees that it is the sole or designated “sender” as defined by CAN-SPAM or TCPA and Customer shall only communicate with individuals from whom Customer has the legally required consent. Without limiting the foregoing, Customer agrees that it will not use the Products for any unlawful purpose, and Customer will not export, directly or indirectly, the Products to any country for which the United States requires any export license or other governmental approval without first obtaining such license or approval.
     • Other Activities. Customer shall not engage in any other activity in its use of the Services that TeamBuildr determines in its sole discretion may be harmful to other users or the Services.
     • Suspension. Notwithstanding anything to the contrary in this Agreement, TeamBuildr may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of a Product and/or the TeamBuildr IP and/or Services if (i) TeamBuildr reasonably determines that (a) there is a threat or attack on any Product or any of the TeamBuildr IP; (b) Customer’s or any Authorized User’s use of the Product or TeamBuildr IP disrupts or poses a security risk to the TeamBuildr IP or any other customer or vendor of TeamBuildr; (c) Customer or any Authorized User is/are using the Product or any TeamBuildr IP for fraudulent or illegal activities; or (d) TeamBuildr’s provision of the Service to Customer or any Authorized User is prohibited by applicable law; or (ii) any vendor of TeamBuildr has suspended or terminated TeamBuildr’s access to or use of any third party services, products or Intellectual Property Rights required to enable Customer to access the TeamBuildr IP (each such suspension, in accordance with this Section, a “Service Suspension”); or (iii) for Customer’s non-payment of the Services. TeamBuildr will use commercially reasonable efforts to resume providing access to the Application Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. TeamBuildr will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

3. CUSTOMER LICENSE GRANTS.
   • Customer Data. Customer (on its own behalf and on behalf of its Authorized Users) grants TeamBuildr the right to use the Customer Data as necessary to perform its obligations under this Agreement. TeamBuildr’s use of Customer Data is governed by the Privacy Policy, available at https://www.teambuildr.com/privacy-policy, and incorporated by reference into this Agreement. Customer agrees that notwithstanding anything to the contrary TeamBuildr may use Customer Data to analyze use of the Products, improve the Products and identify trends and best practices related to the Products; and to create Aggregated Statistics (as defined in Section 4). Customer and its Authorized Users shall ensure they have obtained all rights, consents and authorizations necessary to license the Customer Data to TeamBuildr as set forth herein.
   • Customer Marks. Customer hereby grants to TeamBuildr a limited, non-transferable, non-sub-licensable, non-exclusive license, during the Term, to use, reproduce, display, and distribute Customer’s trademarks, service mark, and trade names (“Customer’s Marks”) solely in connection with and solely as necessary to provide the Product to Customer and its Authorized Users, subject to the terms of this Agreement. TeamBuildr shall comply with Customer’s then-current policies regarding the use of Customer’s Marks.
   • Feedback. Customer and/or its Authorized Users may provide suggestions, comments or other feedback to TeamBuildr with respect to the products and services, including the Products (“Feedback”). Feedback is voluntary and TeamBuildr is not required to hold it in confidence. Feedback may be used by TeamBuildr for any purpose (including a commercial one) without obligation or restriction of any kind, on a perpetual, unlimited, royalty-free, sub-licensable, transferable basis.
4. DATA MATTERS.
   • Data Ownership. TeamBuildr agrees that Customer Data is and shall remain the sole and exclusive property of Customer and all right, title, and interest in the same is reserved by Customer (subject to the limited license granted above, and without limiting TeamBuildr’s rights to Aggregated Statistics (as defined below)).
   • Data Aggregation. Notwithstanding anything else in this Agreement or otherwise, TeamBuildr may monitor the use of the Services by Customer and/or its Authorized Users and may use data and information related to such use, and Customer Data in an aggregate manner, including to compile statistical, performance, and benchmarking information related to the provision and operation of the Products (“Aggregated Statistics”). As between TeamBuildr and Customer, all right, title, and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by TeamBuildr. Customer acknowledges that TeamBuildr will be compiling Aggregated Statistics based on Customer Data input into the Services and Customer agrees that TeamBuildr may (a) make such Aggregated Statistics available to third parties in an anonymous manner, and (b) use such information to the extent and manner permitted by applicable law or regulation including for purposes of data gathering, analysis and service enhancement, provided that such data and information will be used in accordance with TeamBuildr’s privacy policies and confidentiality terms of this Agreement.
   • Student Data. Customer Data may include information (in any format) that is maintained by Customer, an Authorized User or TeamBuildr as part of the provision of the Products and that is directly related to an identifiable current or former student (“Student Data”). As between TeamBuildr and Customer, Customer owns all right, title, and interest to all Student Data provided or otherwise made available to TeamBuildr, and TeamBuildr does not own, control, or license such Student Data, except so as to provide the Products to Customer and its Authorized Users. At no time will TeamBuildr have access to any grades or educational records as part of the Student Data that is receives through use of the Products.
   • Location of Customer Data Processing. TeamBuildr is located in the United States and its data processing activities occur in the United States. If Customer or any Authorized User is located in a jurisdiction outside of the United States, Customer Data will be transferred to the United States for processing. The laws of the United States regarding data privacy and data protection may afford a different level of protection than the laws of the jurisdiction in which Customer and/or its Authorized Users reside, if Customer and/or its Authorized Users resides outside the United States. Customer and its Authorized Users hereby acknowledge that Customer Data will be transferred to the United States, and hereby consent and agree to such transfer.
5. PAYMENT FOR SERVICES.
   • Payment. Customer will pay all fees specified in Customer’s Account based on the Services for which Customer has subscribed from time to time (the “Fees”). As a condition to TeamBuildr’s acceptance of such subscription, Facilitator will provide TeamBuildr with valid and updated credit card information or ACH information and hereby authorizes TeamBuildr to charge such credit card or authorize such ACH for all Products for which Customer has subscribed through its Account during the Term. All Fees shall be charged and made monthly in advance. Customer is responsible for providing complete and accurate billing and contact information to TeamBuildr and notifying TeamBuildr of any changes to such information.
   • Authorized Users’ Orders. In the event that any Authorized Users desire additional services beyond those Services for which the Customer has subscribed, the Authorized User may register or subscribe for such additional services at his or her sole cost and expense, and Customer shall not be responsible for any fees associated with such additional services.
   • Fee Increases. TeamBuildr may increase the Fees at its election after the initial subscription period by providing advance notice of such change (which may be delivered electronically).
   • Taxes. Customer shall pay, and shall be liable for, all applicable sales, use, value-added, import duties, and similar taxes on the Services that may be assessed by any jurisdiction. TeamBuildr shall pay, and shall be liable for, taxes based on its net income.
   • Late Payments; Interest. Any portion of any amount payable hereunder that is not paid when due will accrue interest at one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less, from due date until paid.
6. TERM AND TERMINATION.
   • Term of Agreement. The Term of this Agreement will commence on the date on which Customer subscribes for the Services and will continue for one (1) year, unless earlier terminated in accordance with this Section 6, and will automatically renew for successive one (1) year terms, unless (a) either party provides written notice of its desire not to renew at least ninety (90) days prior to the expiration of the then-current term (the initial term, together with any renewal terms, collectively, the “Term”). Notwithstanding the forgoing, in the case of Trial Services, the Term shall end fourteen (14) days after the date on which Customer subscribes for the Trial Services.
   • Termination Upon Bankruptcy or Insolvency. TeamBuildr may, at its option, terminate this Agreement immediately upon written notice to Customer if (i) Customer becomes insolvent or unable to pay its debts when due; (ii) Customer files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within sixty (60) days after such filing; (iii) Customer discontinues it business; or (iv) a receiver is appointed or there is an assignment for the benefit of Customer’s creditors.
   • Effect of Termination. Upon any termination of this Agreement, (i) Customer will immediately discontinue all use of the Services, any documentation, and any TeamBuildr Confidential Information, TeamBuildr will immediately discontinue all use of the Customer Marks, and both parties will delete any of the other party’s Confidential Information from computer storage or any other media including, but not limited to, online and off-line libraries; (ii) return to the other party or, at the other party’s option, destroy, all copies of the other party’s Confidential Information then in the other party’s possession; and (iii) promptly pay to TeamBuildr all amounts due and payable hereunder.
   • Survival. Following termination, the provisions of the following sections shall survive: Retained Rights, Ownership, Third Party Products, Effect of Termination, Usage Restrictions, Confidentiality, Indemnification, Disclaimers and Limitations of Liability, Data Ownership, Survival, Arbitration, and General.
7. Customer agrees to provide true, accurate and complete information about itself and its Authorized Users of the Services. All Confidential Information of either party will be held in confidence by the other party. Neither party will use (for itself or for any third party) or disclose, nor permit any other person or entity under its control to use or disclose, any Confidential Information, except (A) to employees, agents, third party contractors, or representatives of the recipient who have a “need to know” the information and are subject to an obligation of confidentiality at least as restrictive as the restrictions contained in this Confidentiality section, (B) if required by law or legal process, (C) to enforce this Agreement, (D) to respond to claims that any content violates the rights of third parties, or (E) to protect the rights, property, or personal safety of the parties or Authorized Users. Each party will promptly notify the other party if it receives a request for the other party’s Confidential Information (unless notice is prohibited by law), and will reasonably cooperate with the other party’s efforts to seek protection from disclosure. Upon termination of this Agreement, the provisions of this Confidentiality section will survive for a period of three (3) years from the termination date, and each party will either return to the other party all Confidential Information of the other party in its possession or control, or, at the other party’s request, destroy any such Confidential Information. Notwithstanding the above, the obligations of confidentiality pertaining to trade secrets shall continue indefinitely.
8. NO MEDICAL ADVICE. Customer acknowledges and agrees that (a) the Services are not considered as medical advice, (b) prior to the use of the Services by Customer or any Authorized User, it is recommended that each Customer or Authorized User, as applicable, consult with his or her physician to ensure that the training program contemplated by the Services is appropriate for the Customer, or the Authorized User, as applicable, (c) information offered by TeamBuildr in any particular situation does not constitute a recommendation or advice about any course of treatment, and (d) and Customer and its Authorized Users assume responsibility for their actions undertaken in connection with the use of the Services.
9. WARRANTY DISCLAIMERS. THE SERVICES AND ANY SOFTWARE PROVIDED IN CONNECTION WITH THE SERVICES, IS PROVIDED ON AN “AS IS” AND AS AVAILABLE BASIS. WHILE TEAMBUILDR WILL EXERCISE ITS COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICES, TEAMBUILDR DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICES OR SUCH PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TEAMBUILDR DOES NOT WARRANT OR GUARANTEE THE INTEGRITY OF THE SERVICES OR OF THE CONTENT, INFORMATION OR DATA TRANSMITTED THROUGH OR CONTAINED WITHIN ANY PORTION OF THE SERVICES. NEITHER TEAMBUILDR NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY OF THE SERVICES PROMISES, REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS OR OTHER PROPERTY THAT ARE USED IN PROVIDING THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10. LIMITATIONS OF LIABILITY; REMEDIES
    • Limitations. EXCEPT IN THE EVENT OF A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS, OR OBLIGATIONS UNDER SECTION 2.10, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS OR CUSTOMER’S PAYMENT OBLIGATIONS, THE CUMULATIVE LIABILITY OF A PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO TEAMBUILDR BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
    • Claims. Notwithstanding any State or federal laws to the contrary, the parties hereby agree that any claims of breach of express or implied contract, actions to enjoin or enforce rights under this Agreement or actions for any torts arising out of or related to this Agreement shall be not initiated by either party no more than one (1) year after the cause of action has accrued, except that an action for non-payment may be brought within two (2) years after the date such amount was due.
    • Essential Basis of the Agreement. Customer acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in this Section 10 form an essential basis of the agreement between the parties, that the parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.
11. • General Indemnity By Customer. Customer agrees to indemnify and hold TeamBuildr (as well as its affiliates, officers, employees, members, managers, agents and representatives) harmless from any and all third-party claims, liability and expenses (including without limitation, reasonable attorneys’ fees) arising out of or related to (i) Customer’s use of the Services (unless the claim directly relates to TeamBuildr’s misconduct), (ii) any claim arising out of content posted or transmitted by any Authorized User or Customer through the use of the Services, (iii) any personal injury (including death) or damage to property resulting from any Authorized User’s use of the Services (including any training content), provided TeamBuildr promptly notifies Customer in writing of the claim, cooperates with Customer, and allows Customer sole authority to control the defense with counsel reasonably acceptable to TeamBuildr. TeamBuildr reserves the right to hire counsel of its own choosing and at its own expense with respect to any matter subject to indemnification by Customer, which shall not excuse Customer’s indemnity obligations. Customer will not settle any third-party claim against TeamBuildr unless such settlement completely and forever releases TeamBuildr from all liability with respect to such claim and does not admit any liability on the part of TeamBuildr, or unless TeamBuildr consents to such settlement.
    • Infringement Indemnity By TeamBuildr. TeamBuildr agrees to indemnify and hold Customer (as well as its parents, subsidiaries, affiliates, officers, members, shareholders, employees, managers, directors, agents and representatives) harmless from any and all third-party claims, liability and expenses (including without limitation, reasonable attorneys’ fees) arising out of or related to the alleged infringement of such third party’s patent, trademark, copyright or trade secret rights under applicable laws within the United States of America, provided that Customer promptly notifies TeamBuildr in writing of the claim, cooperates with TeamBuildr, and allows TeamBuildr sole authority to control the defense and settlement of such claim. In the event of such claim, TeamBuildr will, in its sole discretion, either procure for Customer the right to continue using such infringing item or replace or modify the infringing item so that it becomes non-infringing. This Section 11.2 shall not apply to the extent such alleged infringement arises from (i) any unauthorized modification of TeamBuildr’s IP by Customer; or (ii) Customer Data. THIS SECTION 11.2 STATES TEAMBUILDR’S ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT.
12. DISPUTE RESOLUTION; ARBITRATION; CLASS ACTIONS JURY WAIVER.
    • General Caution. Please read this Section 12 carefully because it requires the parties to arbitrate their disputes and limits the manner in which Customer can seek relief from TeamBuildr.
    • If Customer has any dispute with TeamBuildr relating to the Services, it shall be resolved as set forth in the Terms of Use.
    • Class Action and Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE PRODUCTS OR SERVICES, AND NO CLASS ACTION PROCEEDINGS SHALL BE PERMITTED. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND UNLESS TEAMBERULDR OTHERWISE AGREES, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE (1) PERSON’S CLAIMS. CUSTOMER AGREES THAT, BY ENTERING INTO THIS AGREEMENT, EACH OF CUSTOMER AND TEAMBUILDR ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND RELATING TO THE PRODUCTS OR THIS AGREEMENT IN NO EVENT SHALL ANY CLAIM, ACTION, OR PROCEEDING BY YOU BE INSTITUTED MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.
13. • Notices and statements. All communications required or permitted to be given by this Agreement shall be made in writing and shall be sent by a recognized overnight or international commercial delivery or certified U.S. mail to the address for the respective party shown on the first page of this Agreement or such other address as either party may specify from time to time in writing.
    • Publicity. Customer agrees that TeamBuildr may identify Customer as a customer and use Customer’s logo and trademark in TeamBuildr’s promotional materials provided TeamBuildr does not modify or alter in any way any element of the Customer’s logo and/or trademark. In addition, TeamBuildr may issue a press release announcing the relationship and the manner in which Customer will use the Products, subject to Customer’s approval of the release. Such approval shall not be unreasonably withheld.
    • Entire Agreement; Amendment and Waiver; Precedence. This Agreement, and any documents expressly referred to in this Agreement constitute the entire agreement between the parties and supersede all prior understandings and agreements, whether written or oral, that may relate to the subject matter of this Agreement. TeamBuildr may revise and update this Agreement from time to time in its sole discretion. All changes to this Agreement are effective immediately when TeamBuildr posts them, and apply to all access to and use of the Products and Services thereafter. However, any changes to the dispute resolution provisions set out in Section 12 will not apply to any disputes for which the parties have actual notice before the date the revised or updated Agreement is posted on the TeamBuildr website. In the event of a conflict among the various components of this Agreement, such conflict shall be resolved in the following order of precedence: first, this Agreement, second, the Terms of Use; and third, the Account.
    • Privacy Policy. The use of the Services by Customer and its Authorized Users is governed TeamBuildr’s Privacy Policy located at https://www.teambuildr.com/privacy-policy, at the same may be updated or amended from time to time in TeamBuildr’s sole discretion.
    • Force Majeure. Except with respect to payment obligations and each party’s obligations in Section 7 (Confidentiality) hereunder, if a party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such party’s reasonable control, including, by acts of God, governmental acts or orders, failure of public utilities or public transportation systems, failures of the Internet or any public telecommunications network, failures of hosting providers, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, accidents, wars, terrorism, riots or civil unrest, fires, storms, earthquakes, floods or elements of nature, pandemics or epidemics, labor disputes or disruptions, or any other similar cause, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party through the use of commercially reasonable alternative sources, workaround plans or other means.
    • Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision shall be deemed modified to the extent necessary (consistent with the intent of the Parties) to eliminate the illegal, invalid or unenforceable effect or to delete such provision if modification is not feasible, and the remaining terms shall continue in full force and effect. 7. Independent Contractors. In making and performing this Agreement, Customer and TeamBuildr act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, partnership or employer and employee relationship between them.
    • Governing Law. This Agreement and all disputes arising under or related to it shall be governed by the laws of the State of Maryland, without regard to choice of law principles that would allow the application of another State’s law.
    • Inapplicability of UCITA. THE PARTIES AGREE THAT NO PROVISION OF THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (UCITA) IS INTENDED TO APPLY TO THE INTERPRETATIONS OF THIS AGREEMENT, WHETHER OR NOT UCITA IS ENACTED IN THE STATE WHOSE LAW GOVERNS THIS AGREEMENT.
    • Successor and Assigns. Neither party will assign its rights or delegate its obligations under this Agreement without the other party’s prior written consent, and, absent such consent, any purported assignment or delegation will be null, void and of no effect. However, either party may, without the written consent of the other, assign this Agreement and its rights and obligations hereunder in connection with the transfer or sale of all or substantially all of its business related to this Agreement, or in the event of a merger, consolidation, change in control or similar transaction. This Agreement will be binding upon and inure to the benefit of TeamBuildr and Customer and their successors and permitted assigns.
    • Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
14. The Products and Services are operated and provided by TeamBuildr, LLC, located at the address listed below. All notices of copyright infringement claims should be sent to the copyright agent designated in our Terms of Use under the Digital Millennium Copyright Act section located here. All other feedback, comments, requests for technical support, and other communications relating to the Products should be directed to us using the below contact information:

TeamBuildr, LLC
9466 Georgia Ave #2141

Silver Spring, MD 20910

Email: info@teambuildr.com

Last Modified: June 7, 2023