Terms of Service
Last Updated: 04/30/2020
govern your use of the website located at https://uplift.ai/
(the “Site”) and our interactive sports training services accessible via the
Site and corresponding mobile application (“App”) offered by Uplift Labs, Inc. (“Uplift Labs”). To make these Terms easier to read, the Site, our
services and App are collectively called the “Services.”
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO
THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE
BETWEEN YOU AND UPLIFT LABS THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN
IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 “DISPUTE RESOLUTION” BELOW FOR
DETAILS REGARDING ARBITRATION.
to Terms. By using our Services, you
agree to be bound by these Terms. If you don’t agree to be bound by these
Terms, do not use the Services.
Policy. Please review our Privacy
Policy, which also governs your use of the Services, for information on how we
collect, use and share your information.
these Terms or the Services. We may update the Terms from time to time in our sole
discretion. If we do, we’ll let you know by posting the updated Terms on the
Site, to the App and/or may also send other communications. It’s important that
you review the Terms whenever we update them or you
use the Services. If you continue to use the Services after we have posted
updated Terms it means that you accept and agree to
the changes. If you don’t agree to be bound by the changes, you may not use the
Services anymore. The only exception is for changes to the “Dispute Resolution”
section, for which you have followed the process in Section 16(g). Because
our Services are evolving over time we may change or discontinue all or any
part of the Services, at any time and without notice, at our sole discretion.
Use the Services?
use the Services only if you are at least 13 years of age (or such other
minimum age at which you can provide consent to data processing under the laws
of your territory), and are authorized to use the Services by a third party sports organization (e.g.,
your school, training academy, or sports team), which has an agreement with Uplift Labs through which that third party
offers sports training services via the Services (“Uplift Customer”),
and not otherwise barred from using the Services under applicable law. You may
be provided with an access code from the applicable Uplift Customer in order to
access the Services or specific features and aspects of the Services.
certain features of the Services you’ll need an account. It’s important that
you provide us with accurate, complete and current account information and keep
this information up to date. If you don’t, we might have to suspend or
terminate your account. To protect your account, keep the account details and
password confidential, and notify us right away of any unauthorized use. You’re
responsible for all activities that occur under your account.
Feedback. We appreciate feedback, comments, ideas, proposals
and suggestions for improvements to the Services (“Feedback”). If you
choose to submit Feedback, you agree that we are free to use it without any
restriction or compensation to you.
Services may allow you to record, store, upload or share content such as text
(in posts or communications with others), files, documents, graphics, images,
music, software, audio and video. Anything (other than Feedback) that you post
or otherwise make available through the Services is referred to as “User
Content”. Uplift Labs does not claim
any ownership rights in any User Content and nothing in these Terms will be
deemed to restrict any rights that you may have to your User Content.
to Your User Content. By making any User Content available through the
Services you hereby grant to Uplift Labs a non-exclusive, transferable,
worldwide, royalty-free license, with the right to sublicense, to use, copy,
modify, create derivative works based upon, distribute, publicly display, and
publicly perform your User Content in connection with operating and providing
Responsibility for User Content. You
are solely responsible for all your User Content. You represent and warrant
that you have (and will have) all rights that are necessary to grant us the
license rights in your User Content under these Terms. You represent and
warrant that neither your User Content, nor your use and provision of your User
Content to be made available through the Services, nor any use of your User
Content by Uplift Labs on or through the Services will infringe, misappropriate
or violate a third party’s intellectual property rights, or rights of publicity
or privacy, or result in the violation of any applicable law or regulation.
User Content. You can remove your
User Content by specifically deleting it. You should know that in certain
instances, some of your User Content (such as posts or comments you make) may
not be completely removed and copies of your User Content may continue to exist
on the Services. To the maximum extent permitted by law, we are not responsible
or liable for the removal or deletion of (or the failure to remove or delete)
any of your User Content.
Labs’ Intellectual Property. We may
make available through the Services content that is subject to intellectual
property rights. We retain all rights to that content.
Terms for Apps.
License. If you comply with these
Terms, Uplift Labs grants to you a limited non-exclusive, non-transferable
license, with no right to sublicense, to download and install the App on your
personal computers, mobile handsets, tablets, wearable devices, and/or other
devices and to run the App solely for your own personal non-commercial purposes.
Except as expressly permitted in these Terms, you may not: (i) copy,
modify or create derivative works based on the App; (ii) distribute,
transfer, sublicense, lease, lend or rent the App to any third party;
(iii) reverse engineer, decompile or disassemble the App (unless
applicable law permits, despite this limitation); or (iv) make the
functionality of the App available to multiple users through any means.
Information: Apple App Store. This
Section 7(b) applies to any App that you acquire from the Apple App Store or
use on an iOS device. Apple has no obligation to furnish any maintenance and
support services with respect to the App. In the event of any failure of the
App to conform to any applicable warranty, you may notify Apple, and Apple will
refund the App purchase price to you (if applicable) and, to the maximum extent
permitted by applicable law, Apple will have no other warranty obligation
whatsoever with respect to the App. Apple is not responsible for addressing any
claims by you or any third party relating to the App or your possession and use
of it, including, but not limited to: (i) product
liability claims; (ii) any claim that the App fails to conform to any
applicable legal or regulatory requirement; and (iii) claims arising under
consumer protection or similar legislation. Apple is not responsible for the
investigation, defense, settlement and discharge of any third-party claim that
your possession and use of the App infringe that third party's intellectual
property rights. Apple and its subsidiaries, are
third-party beneficiaries of these Terms, and upon your acceptance of the
Terms, Apple will have the right (and will be deemed to have accepted the
right) to enforce these Terms against you as a third-party beneficiary thereof.
You represent and warrant that (i) you are not
located in a country that is subject to a U.S. Government embargo, or that has
been designated by the U.S. Government as a terrorist-supporting country; and
(ii) you are not listed on any U.S. Government list of prohibited or restricted
parties. You must also comply with any applicable third-party terms of service
when using the App.
Prohibitions and Uplift Labs’ Enforcement Rights. You agree not to do any of the following:
publish, submit or transmit any User Content that: (i) infringes,
misappropriates or violates a third party’s patent, copyright, trademark, trade
secret, moral rights or other intellectual property rights, or rights of
publicity or privacy; (ii) violates, or encourages any conduct that would
violate, any applicable law or regulation or would give rise to civil
liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is
defamatory, obscene, pornographic, vulgar or offensive; (v) promotes
discrimination, bigotry, racism, hatred, harassment or harm against any
individual or group; (vi) is violent or threatening or promotes violence
or actions that are threatening to any person or entity; or (vii) promotes
illegal or harmful activities or substances;
mirror or frame the Services or any individual element within the Services,
Uplift Labs’ name, any Uplift Labs trademark, logo or other proprietary
information, or the layout and design of any page or form contained on a page,
without Uplift Labs’ express written consent;
tamper with, or use non-public areas of the Services, Uplift Labs’ computer
systems, or the technical delivery systems of Uplift Labs’ providers;
probe, scan or test the vulnerability of any Uplift Labs system or network or
breach any security or authentication measures;
bypass, remove, deactivate, impair, descramble or otherwise circumvent any
technological measure implemented by Uplift Labs or any of Uplift Labs’
providers or any other third party (including another user) to protect the
access or search the Services or download content from the Services using any
engine, software, tool, agent, device or mechanism (including spiders, robots,
crawlers, data mining tools or the like) other than the software and/or search
agents provided by Uplift Labs or other generally available third-party web
unsolicited or unauthorized advertising, promotional materials, email, junk
mail, spam, chain letters or other form of solicitation;
Use any meta
tags or other hidden text or metadata utilizing a
Uplift Labs trademark, logo URL or product name without Uplift Labs’ express
Services, or any portion thereof, for any commercial purpose or for the benefit
of any third party or in any manner not permitted by these Terms;
TCP/IP packet header or any part of the header information in any email or
newsgroup posting, or in any way use the Services to send altered, deceptive or
false source-identifying information;
decipher, decompile, disassemble or reverse engineer any of the software used
to provide the Services;
with, or attempt to interfere with, the access of any user, host or network,
including, without limitation, sending a virus, overloading, flooding,
spamming, or mail-bombing the Services;
store any personal information from the Services from other users of the
Services without their express permission;
or misrepresent your affiliation with any person or entity;
applicable law or regulation; or
enable any other individual to do any of the foregoing.
Uplift Labs is not obligated to monitor access to or use of the
Services or to review or edit any content. However, we have the right to do so
for the purpose of operating the Services, to ensure compliance with these
Terms and to comply with applicable law or other legal requirements. We reserve
the right, but are not obligated, to remove or disable access to any content,
including User Content, at any time and without notice, including, but not
limited to, if we, at our sole discretion, consider it objectionable or in
violation of these Terms. We have the right to investigate violations of these
Terms or conduct that affects the Services. We may also consult and cooperate
with law enforcement authorities to prosecute users who violate the law.
Policy. Uplift Labs respects
copyright law and expects its users to do the same. It is Uplift Lab’s policy
to terminate in appropriate circumstances account holders who repeatedly
infringe or are believed to be repeatedly infringing the rights of copyright
holders. Please see our Copyright which is posted to our Site and to our App
for further information.
Third Party Websites or Resources.
The Services (including the App) may allow you to access third-party websites
or other resources. We provide access only as a convenience and are not
responsible for the content, products or services on or available from those
resources or links displayed on such websites. You acknowledge sole
responsibility for and assume all risk arising from, your use of any
Termination. We may
suspend or terminate your access to and use of the Services, including
suspending access to or terminating your account, at our sole discretion, at
any time and without notice to you. You may cancel your account at any time by
sending us an email at email@example.com. Upon any termination, discontinuation or
cancellation of the Services or your account, the following Sections will
survive: 6(b), 6(c), 6(e), 11, 12, 13, 14, 15, 16and 17.
Disclaimers. THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY
OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET
ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF
DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR
REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS,
COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES. IN ADDITION,
YOU ACKNOWLEDGE AND AGREE THAT UPLIFT CUSTOMERS AND NOT UPLIFT LABS PROVIDE
THEIR SPORTS TRAINING SERVICES TO YOU VIA THE SERVICES AND APP IN PARTICULAR
AND UPLIFT LABS IS NOT RESPONSIBLE FOR ANY PERSONAL INJURY, DEATH OR OTHER
DAMAGES THAT YOU MAY EXPERIENCE OR THAT MAY BE CAUSED BY YOUR PARTICIPATION IN
SUCH SPORTS TRAINING SERVICES AND YOU DO SO AT YOUR OWN RISK.
Indemnity. You will
indemnify and hold Uplift Labs and its officers, directors, employees and
agents, harmless from and against any claims, disputes, demands, liabilities,
damages, losses, and costs and expenses, including, without limitation,
reasonable legal and accounting fees arising out of or in any way connected
with (a) your access to or use of the Services and your use of any sports
training services offered via the Services by Uplift Customers, (b) your User Content,
or (c) your violation of these Terms.
MAXIMUM EXTENT PERMITTED BY LAW, NEITHER UPLIFT LABS NOR ITS SERVICE PROVIDERS
INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR
ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR
LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF
DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR
THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION
WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER
BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UPLIFT LABS OR ITS SERVICE PROVIDERS
HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY
SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT
WILL UPLIFT LABS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE
TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS
YOU HAVE PAID OR ARE PAYABLE BY YOU TO UPLIFT LABS FOR USE OF THE SERVICES OR
ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO
UPLIFT LABS, AS APPLICABLE.
EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS
OF THE BASIS OF THE BARGAIN BETWEEN UPLIFT LABS AND YOU.
Law and Forum Choice. These Terms and any action related thereto will be
governed by the Federal Arbitration Act, federal arbitration law, and the laws of
the State of California, without regard to its conflict of laws
provisions. Except as otherwise expressly set forth in Section 16 “Dispute
Resolution,” the exclusive jurisdiction for all Disputes (defined below) that
you and Uplift Labs are not required to arbitrate will be the state and federal
courts located in Santa Clara County, California, and you and Uplift Labs each
waive any objection to jurisdiction and venue in such courts.
Arbitration of Disputes. We each agree that any dispute, claim or controversy
arising out of or relating to these Terms or the breach, termination,
enforcement, interpretation or validity thereof or the use of the Services
(collectively, “Disputes”) will be resolved solely by binding,
individual arbitration and not in a class, representative or consolidated
action or proceeding. You and Uplift Labs agree that the U.S. Federal
Arbitration Act governs the interpretation and enforcement of these Terms, and
that you and Uplift Labs are each waiving the right to a trial by jury or to
participate in a class action. This arbitration provision shall survive
termination of these Terms.
Exceptions. As limited exceptions to Section 16(a) above: (i) we both may seek to resolve a Dispute in small
claims court if it qualifies; and (ii) we each retain the right to seek
injunctive or other equitable relief from a court to prevent (or enjoin) the
infringement or misappropriation of our intellectual property rights.
Arbitration and Arbitration Rules.
The arbitration will be conducted by the American Arbitration Association (“AAA”)
under its Consumer Arbitration Rules (the “AAA Rules”) then in effect,
except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to
start arbitration must submit a written Demand for Arbitration to AAA and give
notice to the other party as specified in the AAA Rules. The AAA provides a
form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish)
where you live, unless we both agree to a different location. The parties agree
that the arbitrator shall have exclusive authority to decide all issues
relating to the interpretation, applicability, enforceability and scope of this
Costs. Payment of all filing,
administration and arbitrator fees will be governed by the AAA Rules, and we
won’t seek to recover the administration and arbitrator fees we are responsible
for paying, unless the arbitrator finds your Dispute frivolous. If we prevail
in arbitration we’ll pay all of our attorneys’ fees
and costs and won’t seek to recover them from you. If you
prevail in arbitration you will be entitled to an award of attorneys’ fees and
expenses to the extent provided under applicable law.
and Declaratory Relief. Except as
provided in Section 16 (b) above, the arbitrator shall determine all issues of
liability on the merits of any claim asserted by either party and may award
declaratory or injunctive relief only in favor of the individual party seeking
relief and only to the extent necessary to provide relief warranted by that
party's individual claim. To the extent that you or we prevail on a claim and
seek public injunctive relief (that is, injunctive relief that has the primary
purpose and effect of prohibiting unlawful acts that threaten future injury to
the public), the entitlement to and extent of such relief must be litigated in
a civil court of competent jurisdiction and not in arbitration. The parties
agree that litigation of any issues of public injunctive relief shall be stayed
pending the outcome of the merits of any individual claims in arbitration.
Action Waiver. YOU AND
UPLIFT LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR
ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved
through arbitration, the arbitrator may not consolidate another person's claims
with your claims, and may not otherwise preside over
any form of a representative or class proceeding. If this specific provision is found to be
unenforceable, then the entirety of this Dispute Resolution section shall be
null and void.
Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to
Terms or Services” above, if Uplift Labs changes any of the terms of this
Section 16 “Dispute Resolution” after the date you most recently accepted these
Terms, you may reject any such change by sending us written notice (including
by email to firstname.lastname@example.org) within 30 days of the date such change became
effective, as indicated in the “Last Updated” date above or in the date of
Uplift Labs’ email to you notifying you of such change. By rejecting any
change, you are agreeing that you will arbitrate any Dispute between you and
Uplift Labs in accordance with the terms of this Section 16 “Dispute
Resolution” as of the date you most recently accepted these Terms.
Severability. With the exception of any of the provisions in
Section 16(e) of these Terms ("Class Action Waiver"), if an
arbitrator or court of competent jurisdiction decides that any part of these
Terms is invalid or unenforceable, the other parts of these Terms will still
of Rights. Uplift Labs and its
licensors exclusively own all right, title and interest in and to the Services,
including all associated intellectual property rights. You acknowledge that the
Services are protected by copyright, trademark, and other laws of the United
States and foreign countries. You agree not to remove, alter or obscure any
copyright, trademark, service mark or other proprietary rights notices
incorporated in or accompanying the Services.
Agreement. These Terms constitute the
entire and exclusive understanding and agreement between Uplift Labs and you
regarding the Services, and these Terms supersede and replace all prior oral or
written understandings or agreements between Uplift Labs and you regarding the
Services. If any provision of these Terms is held invalid or unenforceable by
an arbitrator or a court of competent jurisdiction, that provision will be
enforced to the maximum extent permissible and the other provisions of these
Terms will remain in full force and effect. You may not assign or transfer
these Terms, by operation of law or otherwise, without Uplift Labs’ prior
written consent. Any attempt by you to assign or transfer these Terms, without
such consent, will be null. Uplift Labs may freely assign or transfer these
Terms without restriction. Subject to the foregoing, these Terms will bind and
inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by
Uplift Labs under these Terms will be given: (i) via
email; or (ii) by posting to the Services. For notices made by email, the
date of receipt will be deemed the date on which such notice is transmitted.
Rights. Uplift Labs’ failure to
enforce any right or provision of these Terms will not be considered a waiver
of such right or provision. The waiver of any such right or provision will be
effective only if in writing and signed by a duly authorized representative of
Uplift Labs. Except as expressly set forth in these Terms, the exercise by
either party of any of its remedies under these Terms will be without prejudice
to its other remedies under these Terms or otherwise.
Information. If you have any
questions about these Terms or the Services, please contact Uplift Labs at:
Uplift Labs, Inc.
2390 El Camino Real, Suite 240
Palo Alto, CA 94306