Last Updated: [September 24, 2024]
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 applications (“Apps”) offered by Uplift Labs, Inc. (“Uplift Labs”). To make these Terms easier to read, the Sites, Apps, 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 AppApps 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 1918(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 and Performance Metrics (as defined below) from the App(s). The users that receive Training Services or leverage the Performance Metrics 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 Labs does provide the Performance Metrics through the App(s). For clarity, 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, and (iii) Service Clients to otherwise obtain Performance Metrics through the App(s).
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, and 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 for any reason or 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.
Through its Services, Uplift Labs offers a feature which Service Clients may use to have their movement recorded and analyzed by video and generate performance metrics based on such movement (“Performance Metrics”). In order to engage with this feature, Service Clients may be asked to provide information, including height and weight, which may be provided in Service Clients’ sole discretion. If such information is not provided, it may affect the accuracy of the Services’ metrics. A Service Client may share their Performance Metrics through their social media accounts and other social channels.
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 for Training Services 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, Performance Metrics, 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). AppApp 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 AppApps on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the AppApps 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 AppApps; (ii) distribute, transfer, sublicense, lease, lend, or rent the AppApps to any third party; (iii) reverse engineer, decompile, or disassemble the AppApps (unless applicable law permits, despite this limitation); or (iv) make the functionality of the AppApps available to multiple users through any means.
(b). Additional Information. This Section 9(b) (Additional Information) applies to any AppApps that you acquire (where available) from a third-party appApps platform (“Third-Party AppApps Platform”) or use on a mobile device. The Third-Party AppApps Platform has no obligation to furnish any maintenance and support services with respect to the AppApps. In the event of any failure of the AppApps to conform to any applicable warranty, you may notify Third-Party AppApps Platform, and Third-Party AppApps Platform may refund the AppApps purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Third-Party AppApps Platform will have no other warranty obligation whatsoever with respect to the AppApps. The Third-Party AppApps Platform is not responsible for addressing any claims by you or any third party relating to the AppApps or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the AppApps fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Third-Party AppApps Platform is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that your possession and use of the AppApps infringe that third party's intellectual property rights. The Third-Party AppApps Platform and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Third-Party AppApps 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 AppApps.
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, unless included by Uplift Labs as part of the Performance Metrics;
(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 AppApps for further information.
12. Links to Third Party Websites or Resources. The Services (including the AppApps) 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.
(a). 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 APPAPPS, (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) PERFORMANCE METRICS MAY NOT BE ACCURATE, AND (V) YOUR PARTICIPATION IN THE TRAINING SERVICES IS AT YOUR OWN RISK.
(b). YOU FURTHER ACKNOWLEDGE THAT DUE TO THE NATURE OF GENERATIVE ARTIFICIAL INTELLIGENCE, PERFORMANCE METRICS MAY BE SIMILAR TO CONTENT AND MATERIALS GENERATED FOR OTHER SERVICE CLIENTS. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE PERFORMANCE METRICS THAT ARE INACCURATE, INCORRECT, OR OTHERWISE UNDESIRABLE OR IT MAY HALLUCINATE AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, UPLIFT LABS WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM THE SERVICES, ANY PERFORMANCE METRICS, OUTPUT, OR ANY OF THEIR USE BY YOU OR ANY OTHER PARTY.
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.
16. Limitation of Liability.
(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 18 (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.
18. Dispute Resolution.
(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 1918(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 1918(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 18 (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 18 (Dispute Resolution) as of the date you most recently accepted these Terms.
(h). Severability. With the exception of any of the provisions in Section 1918(ef) 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.
19. General Terms.
(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