Terms of Service
Last
Updated: 3.12.2021
Please
read these Terms of Service (the “Terms”) and our Privacy Policy (https://uplift.ai/legal/privacy.html)
(“Privacy Policy”) carefully because they govern your use of the website
located at https://www.uplift.ai/ and web application located at https://app.uplift.ai/(collectively, the “Sites”) and access to the interactive training and coaching technology platform that
we make available via the Sites and corresponding mobile application (“App”)
offered by Uplift Labs, Inc. (“Uplift Labs”). To make these Terms easier
to read, the Sites, App, and the technology platform we make available via the
Sites 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 18 “DISPUTE RESOLUTION” BELOW FOR
DETAILS REGARDING ARBITRATION.
1.
Agreement to Terms. You agree to be bound by these Terms. If you don’t
agree to be bound by these Terms, do not use the Services. Certain elements of the Services may be
subject to additional terms and conditions specified from time to time; your
use of those elements of the Services is subject to those additional terms and conditions,
which are incorporated into these Terms by this reference. If you are accessing and using the Services on
behalf of a company (such as your employer) or other legal entity, you
represent and warrant that you have the authority to bind that entity to these
Terms. In that case, you are entering into these Terms on behalf of that
entity, and “you” and “your” will refer to that entity.
2.
Changes to 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 Sites, 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 19(g) (Effect of Changes on
Arbitration). 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.
3.
Structure of Services &
Relationships. Uplift Labs offers a
technology platform that enables users to receive training, coaching, sports,
athletic, therapeutic, and/or fitness services (collectively, “Training Services”) from other users that provide Training Services. The users that
receive Training Services are referred to herein as “Service Clients”,
and the users that provide Training Services are referred to herein as “Service Providers.” Uplift Labs does not offer or make available any Training Services
and does not participate in, monitor, control, or guarantee any Training
Services or otherwise play a role in the relationship between Service Clients
and Service Suppliers. Uplift only makes available a technology platform that
enables: (i) Service Providers to create, promote, sell, provide, host, and
manage Training Services, and (ii) Service Clients to purchase and receive
access to Training Services from Service Providers.
Service Providers are solely responsible
for setting prices for, and selling access to, their Training Services. When
users buy, offer, sell, or otherwise receive or make available access to a
Training Service they are entering into a contract directly with each other.
Uplift Labs is not and does not become a party to or otherwise participate in
any contractual relationship between Service Providers, Service Clients, or any
other users, and Uplift Labs is not acting as an agent for any user. You fully and
unconditionally release and forever discharge the Uplift Labs, its corporate
affiliates, and all of their officers, directors, employees and agents from any
and all claims, demands and damages (actual or consequential, direct or
indirect), whether now known or unknown, of every kind and nature relating to,
arising out of or in any way connected with disputes between or among you and
any other user(s).
We reserve
the right to: (i) refuse any Training Service listing and/or any order for
Training Services (or otherwise) placed through the Services, and (ii) terminate or cancel any Training
Service in our sole discretion. Additionally, we may cancel or terminate any
Service Client’s access or registration to any Training Service if we determine
in our sole discretion (i) that the Service Client is breach of these Terms or
our other policies or standards, or (ii) that Service Client attendance may be
harmful or objectionable to Uplift Labs, its users, or any third parties.
4.
Privacy. Please review our Privacy Policy, which also governs
your use of the Services, for information on how we collect, use, and share
your information. If you are a Service Provider, you agree to (i) only collect and use the
information of Service Clients as necessary to provide the Training Services
for the applicable Service Client; and (ii) collect, use, maintain, and
transmit all Service Client information and data in compliance with all
applicable laws and regulations. The Services are not tailored to comply with
industry-specific regulations (Health Insurance Portability and Accountability
Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if
your interactions would be subjected to such laws, you may not use the
Services.
5.
Who May Use the Services?
(a)
You must be eighteen years or older
to sign up for the Services. If you are under eighteen, you may only use the
Services if your parent or legal guardian reviews these Terms and accepts them
on your behalf. Parents and guardians are responsible for the acts of their
children.
(b)
When you create 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 are responsible for all activities that occur under your accounts including,
but not limited to, the activities of subaccounts and account charges.
(c)
Service Providers are
responsible for any and all Training Services listed and/or provided under
their account, and all individuals that access or use their account, including
but not limited to individuals providing such Training Services. Service
Providers will be liable hereunder for any and all conduct, acts, and omissions
of any and all such individuals.
6.
Training Services, Payment,
& Refunds.
(a)
Service Providers agree to
provide: (i) accurate and reasonably detailed descriptions, pricing, and
cancellation policies in the listings for their Training Services, and (ii) the
Training Services to which Service Clients subscribe in accordance with the
listings presented when the applicable Service Client subscribed to such
Training Services, and (iii) only those Training Services for which they have
the professional experience, education, expertise, and certifications to
provide.
(b)
Service
Clients agree to pay for the Training Services to which Service Clients
subscribe based on the pricing that was set forth in the Service Provider’s
listing for such Training Services. Service
Providers and Service Clients acknowledge
and agree that any and all payment for Training Services made available through
the Services must be made through the Services.
(c)
Uplift
Labs makes its Services available under a subscription models and under
commission models, and sometimes both apply. You agree to pay the fees and/or
commissions that are presented when you register for the Service or any portion
thereof. Uplift will provide notice to you of any updates to its pricing or
business models, and such updated terms will apply with respect to any Services
and Training Services you access after such notice. Subscription fees will be
paid in accordance with the terms and frequency set forth during your
registration to such subscription model. Under the commission model, Uplift
Labs will receive a commission (the “Uplift Commission”) for use of its
Services based on a percentage of the fees owed for Training Services sold via
the Services under the Commission Model. The amount of the Uplift Commission is
set forth at the following URL https://uplift.ai.
All Uplift Commissions will be deducted by Uplift Labs third-party payment
processor prior to payment distribution to Service Provider.
(d)
Payments for
Training Services are processed through our third-party payment processors, and
will be subject to transaction fees charged by such third-party payment
processors. The amounts and terms for such transaction fees will be set forth in the agreement you enter
into with the applicable third-party payment processors. Transaction fees for
amounts paid by Service Clients will be deducted by
the third-party payment processor prior to payment distribution to Service
Provider. All pricing and payment will be made in the currency set forth
for the pricing presented when a user registers for a payable portion of the Service
or Training Services. We reserve the right to
correct any errors or mistakes in pricing, even if we have already requested or
received payment.
(e)
Because all transactions are
between a Service Provider and Service Client, Uplift Labs is not responsible
or liable for providing refunds for Training Services. Without limiting the
foregoing, the Service Client will automatically receive a refund for the
applicable Training Service if: (i) a Service Client cancels a Training Service
in compliance with the applicable cancellation policy, and the cancellation
policy allows for refunds, or (ii) a Service Provider cancels a Training
Service. If Uplift Labs cancels a Training Service or a Service Client’s
registration for a Training Service pursuant to these Terms, then: (i) Service
Providers are required to refund amounts paid by the applicable Service
Client(s) regardless of any preexisting cancellation or refund policies, and
(ii) Service Providers are not entitled to any compensation for any such
cancellations. Any other refunds will be on a case-by-case basis and subject
to the agreement between the Service Provider and Service Client.
7.
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.
8.
Your Content.
(a)
Posting Content. Our Services may allow you to record, generate,
store, post, upload, transmit, distribute, and share content such as text,
files, documents, graphics, images, music, software, audio, and video (“Content”).
Any Content that you record, generate, store, post, upload, transmit,
distribute, share, 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, provided that it is your responsibility to receive any and all
required consents and permissions from any individual that can be seen or heard
within your User Content.
(b)
Permissions. By making any User Content available through the
Services you hereby grant to Uplift Labs, without any compensation to you, a
non-exclusive, transferable, worldwide, royalty-free license, with the right to
sublicense, to use, copy, modify, create derivative works based upon,
distribute, transmit, publicly display, and publicly perform (through all media now known or later
created) your User Content in connection
with your Training Services and operating and providing the Services. In addition, you waive any so-called
“moral rights” or rights of privacy or publicity in your User Content. Each
Service Provider grants to its Service Clients the permission to view User
Content associated with their Training Services for personal, non-commercial
purposes. And each user that attends or presents a Training Service hereby
consents to the recording of such Training Service and understands that their
video and audio will be recorded. If you do not want to be recorded, you must
mute your video and/or camera. Each user acknowledges and understands that the
recordings Training Services may be presented through the Service as a Training
Service (both then-currently and in the future), and hereby grants permission
to the use of their voice and image with respect to any such recordings.
(c)
Your 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 and other users the
rights and permissions to your User Content set forth in these Terms. You
represent and warrant that: (i) neither your User Content, nor your use or
provision of your User Content to be made available through the Services, nor
any use of your User Content on or through the Services or within the Training
Services will infringe, misappropriate or violate a third party’s (or any other
user’s) intellectual property rights, or rights of publicity or privacy, or
result in the violation of any applicable law or regulation; and (ii) you will
obtain all rights and permissions necessary for any use of your User Content
through the Services or otherwise, including but not limited to any and all
intellectual property rights and the rights of privacy and publicity of any
individual depicted or in any way recorded within your User Content. You acknowledge that all Content,
including any User Content, accessed by you is at your own risk and you will be
solely responsible for any damage or loss to you or any other party resulting
therefrom. To the full extent permitted by law, we make no representations,
warranties, or guarantees with respect to any Content that you access on or
through the Services or Training Services.
(d)
Removal of User Content. Service Providers can remove their User Content by
specifically deleting it. You should know that in certain instances, some of
your User Content 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.
(e)
Uplift Labs’ Intellectual
Property. We may make available
Content and other materials through the Services that is/are subject to
intellectual property rights. We retain all rights to any such Content and
materials.
9.
Rights and Terms for Apps.
(a)
App 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 and solely for the period
these Terms are in effect. 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.
(b)
Additional Information. This Section 9(b) (Additional Information) applies
to any App that you acquire from a third-party app platform (“Third-Party App Platform”) or use on a mobile device. The Third-Party App
Platform 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 Third-Party App Platform, and Third-Party
App Platform may refund the App purchase price to you (if applicable) and, to
the maximum extent permitted by applicable law, Third-Party App Platform will
have no other warranty obligation whatsoever with respect to the App. The
Third-Party App Platform 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. Third-Party App Platform 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. The Third-Party App Platform and its subsidiaries, are third-party
beneficiaries of these Terms, and upon your acceptance of the Terms,
Third-Party App Platform 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.
10.
General Prohibitions and
Uplift Labs’ Enforcement Rights. You
agree not to do any of the following:
(a)
Record, generate, store, post,
upload, transmit, distribute, submit, or share or transmit any 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 libelous, fraudulent, false,
misleading, or deceptive; (iv) is defamatory, obscene, sexual, 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;
(b)
Use, display, 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;
(c)
Access, tamper with, or use
non-public areas of the Services, Uplift Labs’ computer systems, or the
technical delivery systems of Uplift Labs’ providers;
(d)
Attempt to probe, scan, or
test the vulnerability of any Uplift Labs system or network or breach any
security or authentication measures;
(e)
Avoid, 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 Services;
(f)
Attempt to 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 browsers;
(g)
Send any unsolicited or
unauthorized advertising, promotional materials, email, junk mail, spam, chain
letters, or other form of solicitation;
(h)
Use any meta tags or other
hidden text or metadata utilizing a Uplift Labs trademark, logo URL or product
name without Uplift Labs’ express written consent;
(i)
Use the Services, or any
portion thereof, for the sale of any product content, and/or service (other
than Service Providers providing their Training Services), for any other
commercial purpose (other than Service Providers providing their Training
Services), or for the benefit of any third party or in any manner not permitted
by these Terms;
(j)
Forge any 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;
(k)
Attempt to decipher,
decompile, disassemble, or reverse engineer any of the software used to provide
the Services;
(l)
Interfere 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;
(m)
Collect or store any personal
information from the Services from other users of the Services without their
express permission;
(n)
Impersonate or misrepresent
your affiliation with any person or entity;
(o)
Violate any applicable law or
regulation; or
(p)
Encourage 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 Training 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.
11.
Copyright 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
Policy which is posted to our Sites and to our App for further information.
12.
Links to 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 third-party resources.
13.
Termination. We may suspend or terminate your access to and use of
the Services, including suspending access to or terminating your account and/or
access to some or all Training Services, at our sole discretion, at any time and
without notice to you. You may cancel your account at any time by doing so
within the profile settings of your account. Upon any termination,
discontinuation or cancellation of the Services or your account, the
cancellation and refund commitments herein will apply and the following
Sections will survive: 3, 4, 5(c), 6(b),
6(c), 6(d), 6(e), 7, 8(b), 8(c), 8(d), 8(e), 9, 10, 11, 12, 13, 14, 15, 16, 17,
18, and 19.
14.
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 OR TRAINING
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 OR WITHIN THE TRAINING SERVICES.
IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT:
(I) SERVICE PROVIDERS AND NOT UPLIFT LABS PROVIDE THE TRAINING SERVICES TO
SERVICE CLIENTS VIA THE SERVICES AND APP, (II) UPLIFT MAKES NO WARRANTIES OF ANY
KIND, AND HEREBY DICLAIMS ALL WARRANTIES, WITH RESPECT TO THE TRAINING SERVICES
(III) UPLIFT LABS IS NOT RESPONSIBLE, AND HEREBY DISCLAIMS LIABILITY, FOR ANY
INJURY, DEATH OR OTHER DAMAGES THAT YOU MAY EXPERIENCE OR THAT MAY BE CAUSED BY
YOUR PARTICIPATION IN SUCH TRAINING SERVICES, AND (IV) YOUR PARTICIPATION IN
THE TRAINING SERVICES IS AT YOUR OWN RISK.
15.
Indemnity. You will indemnify and hold Uplift Labs and its
corporate affiliates, and its and their 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 supply or use of, or
access to, any Training Services, (b) your User Content, or (c) your violation
or breach of these Terms or any allegation which, if true, would be a violation
or breach of these Terms.
(a)
TO THE MAXIMUM EXTENT
PERMITTED BY LAW, NEITHER UPLIFT LABS NOR ITS PARTNERS 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 OR TRAINING SERVICES OF ANY KIND ARISING OUT OF OR IN
CONNECTION WITH THESE TERMS OR FROM THE USE OR PROVISION OF, OR INABILITY TO
USE OR PROVIDE, THE SERVICES OR TRAINING SERVICES, WHETHER BASED ON WARRANTY,
CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL
THEORY, AND WHETHER OR NOT UPLIFT LABS OR ITS PARTNERS HAVE 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.
(b)
TO THE 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 OR TRAINING SERVICES EXCEED THE
GREATER OF: (I) THE TOTAL OF (A) SUBSCRIPTION FEES THAT UPLIFT HAS RECEIVED
FROM YOU AND (B) ANY COMMISSION FEES UPLIFT HAS RECEIVED BASED ON ACCESS TO
YOUR TRAINING SERVICES IN, WITH RESPECT TO BOTH (A) AND (B), THE TWELVE (12)
MONTHS PRIOR TO THE APPLICABLE CLAIM, OR (II) FIFTY ($50).
(c)
THE EXCLUSIONS AND LIMITATIONS
OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN
BETWEEN UPLIFT LABS AND YOU.
17.
Governing 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 19 (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.
(a)
Mandatory 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.
(b)
Exceptions. As limited exceptions to Section 19(a) (Mandatory
Arbitration of Disputes) 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.
(c)
Conducting 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 arbitration agreement.
(d)
Arbitration 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.
(e)
Injunctive and Declaratory
Relief. Except as provided in
Section 19(b) (Exceptions) 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.
(f)
Class 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.
(g)
Effect of Changes on
Arbitration. Notwithstanding the
provisions of Section 2 (Changes to Terms or Services) above, if Uplift Labs
changes any of the terms of this Section 19 (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 support@uplift.ai) 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 19 (Dispute Resolution) as of the date you most recently
accepted these Terms.
(h)
Severability. With the exception of any of the provisions in
Section 19(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
apply.
(a)
Reservation 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.
(b)
Entire 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.
(c)
Independent Relationship. Service Providers that choose to use Services are
independent, third-party contractors of Uplift Labs, and are not an employee,
agent, joint venturer, franchisee, sales representative, or partner of Uplift
Labs. Service Providers act exclusively on their behalf and for their own
benefit, and not on behalf, or for the benefit, of Uplift Labs. Uplift Labs
does not, and shall not be deemed to, direct or control Service Providers
generally or Service Providers’ performance of the Training Services or use of
the Service.
(d)
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.
(e)
Waiver of 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.
20.
Contact Information. If you have any questions about these Terms or the
Services, please contact Uplift Labs at:
Uplift Labs, Inc.
3000 El Camino
Real, Building 4, Suite 200Palo Alto, CA 94306