“Upteaming” (Founder City, Inc. dba Upteaming) offers individuals and companies “Customers” the ability to use or purchase Upteaming’s peer and team support program, our “Services”, as further described at https://upteaming.com/
By accessing our Services at https://upteaming.com/ or through our third-party hosted signup forms (i.e. https://airtable.com/, https://zapier.com/, https://www.stackerhq.com/, or other), you are agreeing to be bound by these Terms of Service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing our Services. By continuing to use our Services, you are agreeing to the latest version of our Terms of Service. The materials contained in this website are protected by applicable copyright and trademark law.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES. If you have any questions about your obligations under these Terms, please email email@example.com.
In conjunction with the Services, Upteaming also provides Customers with the ability to work with and consult with third party consultants (“Upteaming Coaches”) who will implement aspects of the Services (“Services-Related Coach Services”). Upteaming Coaches may also provide Customers with non-Upteaming Services (“Other Coach Services”) as decided by Customers and Upteaming Coach independently.
THE PARTIES AGREE AS FOLLOWS:
1.1 Customers’ information (as defined in Section 1.2 and Section 1.3 below) is deemed to include any data and information provided, made available to, accessed by or learned by Upteaming from verbal or written responses by Customers to any Upteaming provided questionnaires, surveys, or Upteaming Coach and regardless of whether such information is aggregated or de-identified (“Upteaming Responses”). This Agreement provides assurances for information disclosures for Customers’ discussions with Upteaming or Upteaming Coaches provided by Upteaming.
1.2 For the purposes of this Agreement, a party receiving Confidential Information (as defined below) will be the “Receiving Party”, the party disclosing such information will be the “Disclosing Party” and “Confidential Information” means information marked or otherwise identified in writing by a party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Receiving Party should recognize as being confidential, but Confidential Information does not include, except with respect to Personal Information: (a) information marked or otherwise identified in writing by a party as aggregate or anonymous; (b) information already known or independently developed by Receiving Party without access to Disclosing Party’s Confidential Information; (c) information that is publicly available through no wrongful act of Receiving Party; or (d) information received by Receiving Party from a third party who was free to disclose it without confidentiality obligations.
1.3 Receiving Party agrees that during the Term (as defined in Section 5.1) of this Agreement and for a period of 5 years thereafter it will: (a) not disclose Confidential Information of the Disclosing Party to any person, except to its own personnel (including, in the case of Upteaming, Upteaming Coaches) who have a “need to know” and except as expressly authorized by the Disclosing Party; (b) not use Confidential Information of the Disclosing Party except in the performance of this Agreement; and (c) take reasonable precautions to safeguard the Disclosing Party’s Confidential Information, which precautions will be commensurate with the precautions that Receiving Party takes to protect its own Confidential Information of a similar type.
2. UPTEAMING COACHES
2.1 Upteaming may make available to Customers specified Upteaming Coaches who may be available to provide Services-Related Coach Services as part of the Services. Customers may request to interview Upteaming Coaches and to select an Upteaming Coach to provide Services-Related Coach Services.
2.2 Upteaming will use commercially reasonable efforts to assist Customers in introducing the selected Coaches to Customers, but Upteaming makes no guarantee or warranty regarding the availability of any Coach, any Services-Related Coach Services, or any Other Coach Services.
3. THE UPTEAMING SERVICES
3.1 The Upteaming Services will be materially as described at https://upteaming.com/; provided that the Services will be subject to such modifications, additions and deletions as Upteaming may determine from time to time. Upteaming shall use commercially reasonable efforts to make any online portion of the Services available, except for: (a) planned or emergency downtime; or (b) an outage caused by a force majeure event.
3.2 Customers shall not, or permit others to: (a) sub-license, sell, rent, lend, lease or distribute any of the Services or any intellectual property rights therein; (b) commercially exploit any of the Services or otherwise make the Services available to others; (c) transmit or otherwise provide to the Services, Upteaming or any Upteaming Coaches any data that (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) Customers do not have the lawful right to create, collect, transmit, store, use or process; or (iii) violate any applicable laws, or infringe, violate or otherwise misappropriate the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (v) copy, reproduce or modify any of the Services; (vi) reverse engineer, de-compile or disassemble any of the Services; (vii) remove or obscure any proprietary notices or labels on any of the Services; or (viii) access or use any of the Services for the purpose of building a similar or competitive product or services.
4. INTELLECTUAL PROPERTY
4.1 Upteaming or its licensors, including Upteaming Coaches, retain all ownership and intellectual property rights in and to: (a) the Services; (b) anything developed or delivered by or on behalf of Upteaming under this Agreement; and (c) any modifications to the foregoing (a) and/or (b). All rights not expressly granted by Upteaming to Customers under this Agreement are reserved.
5.1 Either party may terminate this Agreement, effective immediately, (a) in the event of a material breach by the other party, which the other party fails to cure within 30 days of receipt of a written request to cure from the other party; or (b) if the other party becomes insolvent, makes any assignment for the benefit of creditors, goes to liquidation or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code or any similar statute.
5.2 Upon or prior to expiration or termination of this Agreement for any reason, the Receiving Party (as defined in Section 1) shall return or destroy all Disclosing Party Confidential Information in its possession or control.
6.1 UPTEAMING DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, ANY SERVICES-RELATED COACH SERVICES, ANY COACHES OR ANY OTHER COACH SERVICES. THE SERVICES, SERVICES-RELATED COACH SERVICES, AND COACHES ARE PROVIDED OR MADE AVAILABLE “AS IS” AND “AS AVAILABLE”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPTEAMING HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, OR RISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUALITY, NON-INFRINGEMENT, COMPLETENESS, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
6.2 ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OTHER UPTEAMING COACH SERVICES IS STRICTLY BETWEEN CUSTOMERS AND THE UPTEAMING COACH PROVIDING OR OFFERING SUCH SERVICES.
6.3 FOUNDER CITY, INC. IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY OF THE SITES LINKED TO ITS WEBSITE. THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY FOUNDER CITY, INC. OF THE SITE. USE OF ANY SUCH LINKED WEBSITE IS AT THE USER’S OWN RISK.
The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
7.1 IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF UPTEAMING OR CUSTOMERS IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMERS TO UPTEAMING HEREUNDER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE IN CONNECTION WITH THIS AGREEMENT FOR ANY: (A) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (B) LOST SAVINGS, PROFIT, DATA, OR USE; (C) BUSINESS INTERRUPTION; (D) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; OR (E) PERSONAL INJURY OR PROPERTY DAMAGE. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS SECTION 7.1 DO NOT APPLY TO (I) A PARTY’S FRAUD OR WILLFUL MISCONDUCT; (II) A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER; OR (III) CUSTOMERS PAYMENT OBLIGATIONS.
7.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION, IN NO EVENT WILL UPTEAMING BE LIABLE FOR ANY COACHES OR OTHER COACH SERVICES.
7.3 THIS SECTION APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, INCLUDING FUNDAMENTAL BREACH AND NEGLIGENCE, HOWEVER CAUSED AND REGARDLESS OF THE LEGAL THEORY OF LIABILITY, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS ITS ESSENTIAL PURPOSE, AND EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE DAMAGES IN QUESTION OR EVEN IF SUCH DAMAGES WERE FORESEEABLE.
8.1 Customers hereby agree to, and shall, indemnify, defend and hold Upteaming harmless from and against any and all liabilities, losses, damages, costs and expenses (including, but not limited to, reasonable outside legal fees) (“Losses”) incurred or suffered by Upteaming as a result of any third party claim or demand against Upteaming arising out of any breach of any Section 6.2 or 5.1, Customers’ fraud or willful misconduct; or any real property or personal property damage caused by Customers’ negligence or misconduct.
8.2 While honesty and an open dialogue are critical to the success of Upteaming Services, you should not disclose any confidential, proprietary, trade secret, or other information that you would not release publicly. To the extent that you do disclose such information, you agree to hold harmless and indemnify us for any damages you or anyone else may incur as a result. You agree that any dispute arising from these terms and conditions or any service provided by or through Founder City, Inc. shall be governed by the laws of the Province of Ontario.
9.1 Upteaming’s relationship to Customers is that of an independent contractor, and neither party is an agent or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.
9.2 Neither party will be liable for any delay in performance or failure to perform, except with respect to payment obligations, due to any Force Majeure event. “Force Majeure” means any occurrence beyond the reasonable control of a party, including, acts of God, disasters, fires, floods, earthquakes, explosions, riots, war, terrorism, sabotage, nuclear incidents, act of government, epidemic, pandemic, quarantine, Internet or telecommunication service provider failures or delays, communication line or power failures, or failure, denial of service attack, cloud service failure or downtime, inoperability or destruction of any computer equipment or software.
9.3 This Agreement will be interpreted and governed by the laws of the Province of Ontario and the federal laws of Canada as applicable therein, without regard to conflicts of law principles. The parties agree to and submit to the exclusive jurisdiction of the courts in Toronto, Ontario for any legal proceedings arising from this Agreement, but the parties agree that Upteaming may seek equitable relief in any venue it so chooses. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
9.4 No waiver of any provision of this Agreement is binding unless it is in writing and signed by all parties to this Agreement entitled to grant the waiver. If any provision of this Agreement is deemed contrary to applicable law or unenforceable by a court of competent jurisdiction, the remaining terms and conditions of this Agreement shall be unimpaired and the parties shall substitute a valid, legal and enforceable provision as close in legal and economic consequence as possible to the provision being struck or considered unenforceable.
9.5 The preceding Sections, together with any provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Sections 1, 4, 5.2, 6, 7, 8, 9.
9.6 Founder City, Inc. may revise these terms of service for its website at any time without notice. By using Founder City, Inc.’s website, or any software created by Founder City, Inc. using third-party hosted web services you are agreeing to be bound by the then current version of these terms of service.