Introduction
These Terms and Conditions (“Terms”) together with any documents referenced below (like our Privacy Policy) are, collectively, the “Agreement.” This Agreement governs the use of the Rising Team online platform designed to assist managers and team leaders to support, develop, and connect their teams and includes (but is not limited to) training and tools related to leadership development, team assessments, and guided team building workshops (collectively, the “Platform”). This Agreement is a legally binding contract between Rising Team, Inc. (“Rising Team”, “we”, “us”, or “our”) and you, the person accepting these terms (referred to throughout the Agreement as “Customer,” “you” “your”, “yours” or “yourself”). By executing an order form or signing up online using the online order form that references this Agreement (each an “Order”), you acknowledge that you have read and understood the Agreement and agree to be bound by its terms. If you do not agree to be bound by the terms of the Agreement, you must not accept or access or use the Platform.
IMPORTANT INFORMATION ABOUT THE CUSTOMER AND TEAM MEMBERS
Some customers use our Platform in connection with work for their employer and other customers may use our Platform for their own, personal purposes. Thus, “Customer” (or “you” or “your”) may be either the business entity (or other organization that you represent) or you as an individual. If you are signed up using your corporate email domain or are otherwise entering into an Order on behalf of a business entity or other organization (e.g. to manage a team for your employer), the business entity or other organization on whose behalf you signed up is the Customer. By signing up on behalf of a business entity or other organization, you represent and warrant that you have all right, power, and authority to bind such entity or organization to the Agreement. If you signed up for a subscription to the Platform and are not formally affiliated with a business entity or other organization (e.g. to use the Platform for your own, personal purposes unaffiliated with your work for your employer), you, as an individual, are the Customer.
The Platform is for supporting a specific group of individuals working together (a “Team”). Each Team will have a team leader (“Team Leader”) and also individual team individuals. The Team Leader and each individual on the Team are considered “Team Members.” The Team Leader will have the ability to invite the individual team individuals to join the Team and the use of the Platform by all Team Members shall be subject to these Terms.
If you received an invitation to be a Team Member, you understand and agree that your use of the Platform will be governed by the Customer that subscribed to the Platform and initiated the invitation. In such case, all materials, information, data, and other content you provide through the Platform will be owned by such Customer under the terms of such Customer’s agreement with us.
1. THE PLATFORM
1.1 Subscriptions. Specific details regarding your subscription to the Platform (such as cost, duration, and limitations) will be identified in the Order. Once you purchase a subscription to the Platform, we will provide you with the necessary information to access the Platform. Your subscription will start on the Subscription Start Date specified in the Order and continue for the period specified in the Order (“Subscription Period”). You agree that you will use the Platform in accordance with the limitations specified on the Order (such as the authorized number of Teams or number of Team Members if designated on the Order).
1.2 Support. Rising Team will use commercially reasonable efforts to provide basic technical support for the Platform to Customer via email.
1.3 Administrators. Customer may designate an individual to be the account administrator (“Administrator”). The Administrator will serve as the authorized representatives of the Customer and will have certain permissions to set-up and manage the Platform.
1.4 Team Member Information. Team Members may upload, submit, post, create, share, or otherwise make available through the Platform data, information, comments, documents, files, and any other content or materials (“Team Member Information”). Customer has the sole right and responsibility for managing its and its Team Members access to the Platform and use of the Team Member Information. For example, Customer may provision or deprovision access to the Platform, manage permissions of Team Members (e.g. designating a Team Member to be the Team Leader) and organizing Team Members. Customer will also (i) inform Team Members of all of Customer’s own policies and practices that are relevant to the Team Members’ use of the Platform; and (ii) obtain all rights, permissions and consents from Team Members and other Customer personnel or contractors that are necessary (a) to grant the rights and licenses set forth in this Agreement, and (b) for the lawful use and transmission of Team Member Information and operation of the Platform. Customer is responsible for all Team Members’ login credentials. Accordingly, Customer is responsible for all resulting damages, losses, or liability if usernames and passwords are not kept confidential by you or your Team Members, including for actions taken on the Platform by unauthorized third-parties logging into and accessing the Platform through Team Members’ accounts.
2. USE AND RESTRICTIONS
2.1 License. For the duration of the Subscription Period and subject to these Terms, Rising Team grants to Customer a non-exclusive, non-transferable license to access and use, and to permit Team Members to access and use, the Platform for the Customer's own internal business purposes. To the extent that we make any content, templates, articles or other documentation available as part of the Platform (“Content”), we grant to Customer a non-sublicensable, non-transferable, non-exclusive, limited license for Customer and its Team Members to use the Content provided that the use is only for the benefit of Customer and there is no further distribution of such Content. In some cases certain Content may be available to download and in such case, Customer has the right to download such Content. All Content will be deemed to be part of the Platform. There are no implied licenses granted to the Platform, all of our rights not expressly granted by the license in this Section are retained by us.
2.2 Acceptable Use Policy. Customer agrees, and will ensure that all Team Members agree, to comply with Rising Team’s acceptable use policy, the current version of which is located at https://risingteam.com/use-policy (“Acceptable Use Policy”). We may update our Acceptable Use Policy from time to time by posting an updated version to the forgoing URL and notifying you of any material changes. However, we agree that such changes will not have the effect of materially altering any limitations on liability, indemnities, or warranties made under this Agreement.
2.3 Restrictions on Team Member Information. Customer is responsible for the content of any Team Member Information and the way Customer and its Team Members choose to use the Platform to store or process any Team Member Information. Except for Rising Team’s own obligations of confidentiality and data security hereunder, Customer is therefore solely responsible for ensuring compliance with all applicable laws that may apply to Team Member Information, including but not limited to privacy laws. Unless otherwise agreed to in writing by both parties, Customer may not submit any Team Member Information that includes a social security number, passport number, driver’s license number, or similar identifier, credit card or debit card data, or any other information which may be subject to data privacy and security laws intended to protect sensitive personal information including, but not limited to, the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HiTECH), the Family Educational Rights and Privacy Act of 1974 (FERPA), or the Children's Online Privacy Protection Act (COPPA). The Platform is also not intended for and should not be used by anyone under the age of 13. Customer must ensure that all Team Members are over 13 years old. We do not make any representations as to the adequacy of the Platform to process information which may be subject to data privacy and security laws intended to protect sensitive personal information or to satisfy any legal or compliance requirements which may apply to your Team Member Information, other than as described herein.
2.4 License Restrictions. Customer agrees that it will not, and will not allow Team Members or third parties to, directly or indirectly (a) modify, translate, copy or create derivative works based on the Platform, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Platform, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform available to any third party, (d) remove or obscure any copyright, trademark or other proprietary notices, legends or Rising Team branding contained in or on the Platform, (e) use the Platform in any way that violates any applicable federal, state, local or international law or regulation, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, or (g) use or access the Platform to build or support and/or assist a third party in building or supporting products or Platform competitive to the Platform. Customer also agrees to comply, and will ensure that its Team Members comply with any usage limitations of the Platform contained on the Order Form.
2.5 Responsibility. Customer acknowledges and agrees that we are acting only as a passive conduit for Team Member Information. Customer is fully responsible for Team Members’ compliance with this Agreement, though Customer agrees that we may review all conduct of Team Members in the Platform, including the content of Team Member Information, for the purpose of checking compliance with the terms of this Agreement, but we have no obligation to do so. If we believe there is a violation of this Agreement that can be remedied by Customer’s removal of certain Team Member Information, we may ask Customer to take direct action rather than intervene. However, we reserve the right to take further action (including suspending your use of or access to the Platform or removing certain Team Member Information), when we deem it reasonably appropriate if Customer does not take suitable action itself, or if we believe Customer is violating applicable law or there is a credible risk of harm to us, the Platform, Team Members, or any of our other customers.
2.6 Team Member Information. The Team Member Information originates from a variety of sources and Rising Team is not responsible for the accuracy, usefulness, safety, or appropriateness of any Team Member Information. It is possible that other users (including unauthorized users) may post or transmit offensive or obscene materials and that you may be involuntarily exposed to such offensive or obscene materials. You hereby waive any legal or equitable rights or remedies you have or may have against us with respect thereto. It is also possible for others to obtain personal data about you due to your use of the Platform, including through any Team Member Information that you make available through your Team Member profile. Anyone viewing a Team Member profile may use information provided by a Team Member (such as contact details, location) for purposes other than those you intended. By making any information available through the Platform you acknowledge that you understand and have agreed to such risks.
2.7 Third Party Platforms. Customer may install or enable third party platforms for use with the Platform, such as online applications or offline software products (“Third Party Platforms”). Any acquisition and use by Customer or the Team Members of such Third Party Platforms is solely the responsibility of Customer and the applicable third party provider. Customer acknowledges that providers of such Third Party Platforms may have access to Team Member Information in connection with the interoperation and support of such Third Party Platforms with the Platform. To the extent Customer authorizes the access or transmission of Team Member Information through a Third Party Platform, Rising Team shall not be responsible for any use, disclosure, modification, or deletion of such Team Member Information or for any act or omission on the part of the third party provider or its Platform.
2.8 Trial Subscriptions. Customer may access a version of the Platform on a trial basis (a “Trial”) subject to the terms of this Agreement; provided, however, the following additional terms shall apply to its Trial notwithstanding anything to the contrary herein: (a) Rising Team shall have the right to terminate a Trial at any time and for any reason; (b) Rising Team is providing the Platform “as is” and makes no warranties (express or implied) of any kind with respect to the Platform during the Trial; and (c) Rising Team shall have no obligation to indemnify Customer. CUSTOMER ACKNOWLEDGES THAT ITS TRIAL WILL AUTOMATICALLY CONVERT TO A SUBSCRIPTION AT THE END OF THE TRIAL AND THAT RISING TEAM MAY CHARGE CUSTOMER FOR THE APPLICABLE SUBSCRIPTION FEES UNLESS CUSTOMER HAS NOTIFIED RISING TEAM IN WRITING OF ITS DECISION TO OPT OUT DURING THE TRIAL.
3. PAYMENT OBLIGATIONS
3.1 Fees. Customer will pay for access to and use of the Platform as outlined in the Order (“Fees”). All Fees must be paid in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in these Terms, non-refundable. We may modify our Fees or introduce new fees in our sole discretion; Customer understands that revised or new fees may be required by changes in our business or offerings. Any new or revised fees will only become effective on the renewal of your Subscription Period. If you agree to other payment terms with us, you will pay for your subscription to the Platform according to the payment terms we (both parties) agree upon. Fees may be based on the number of Teams as specified on the Order. Payment processing for the Platform may be performed by Stripe. For more information on Stripe’s security practices, please see https://stripe.com/docs/security/stripe
3.2 Payment. All Fees are due in advance of using or accessing the Platform. All payments must be made via credit card and you authorize us to charge the Fees (and any other charges you may incur in connection with the Platform (such as taxes)) to your provided payment instrument on a periodic basis in accordance with these Terms and the Order. Customer is responsible for keeping its payment instrument and all associated information (such as the expiration date of a credit card) current at all times.
3.3 Taxes. Fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction. Customer will be responsible for paying all such taxes associated with its purchases, except for those taxes based on our net income.
3.4 Overdue Fees. If you fail to pay any Fees, we may suspend your access to the Platform pending payment of such overdue Fees. If you believe that we have charged your payment instrument incorrectly, you must contact us no later than ten (10) days after the date of payment, in order to receive an adjustment or credit. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not promptly update your payment instrument information, (a) we reserve the right to suspend your access to the Platform until such time as payment is successfully settled, including past due payments, if any, and (b) you authorize us to continue charging your payment instrument, as it may be updated. If your use of the Platform exceeds the capacities or limits specified in the Order, you authorize Rising Team to charge such additional fees to your payment instrument.
3.5 Teams and Team Members. Customer may add or remove Teams, and Team
Leaders may add or remove Team Members from a Team, at any time through the Platform. Upon adding one or more Teams or Team Members, we will charge your payment instrument for such Team or Team Member at our then-current applicable price.
3.6 New Services. During the Subscription Period we may offer new services or modules that are not included in the subscription plan you purchased; you may choose to purchase new Platform or modules through the Platform as they become available but will not be required to do so.
4. TERM AND TERMINATION
4.1 Agreement Term. This Agreement will start on the Subscription Start Date specified in the Order and terminate when your Subscription Period ends.
4.2 Auto-Renewal. Your subscription to the Platform will automatically renew for additional periods equal to one (1) year or a period equal to your Subscription Period, whichever is shorter. Either party may choose not to renew your subscription to the Platform. If we choose not to renew your subscription, we will notify you and terminate your access to the Platform at the end of your then-current Subscription Period.
4.3 Termination. Either party may terminate the subscription to the Platform on written notice to the other party if the other party materially breaches the Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides written notice of such breach.
4.4 Effect of Termination. If these Terms terminate for any reason you authorize us to charge your payment instrument or bill you for any unpaid Fees covering the remainder of the then-current Subscription Period. In no event will any termination relieve Customer of the obligation to pay any Fees payable to us. Upon any termination of the Agreement, all licenses granted hereunder will immediately terminate and you will no longer have the right to access or use the Platform.
4.5 Survival. Sections 4.4, 5, 7.3, 9, 10, 14-21 will survive any termination or expiration of this Agreement.
5. INTELLECTUAL PROPERTY
5.1 Ownership of Rising Team Materials. Rising Team owns the Platform and the Content (collectively the “Rising Team Materials”). Rising Team retains all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Rising Team Materials, all related and underlying technology and any updates, enhancements, upgrades, modifications, patches, workarounds, and fixes thereto and all derivative works of or modifications to any of the foregoing. There are no implied licenses under the Agreement and any rights not expressly set forth in the Agreement are hereby expressly reserved by Rising Team. The Content is licensed, and not sold, to you. This license does not give you any right to resell the Content in any manner
5.2 Ownership of Team Member Information. As between Rising Team and Customer, Customer will own all Team Member Information. However, Customer agrees that it may not sell any Team Member Information or other personal information that is shared with you through the Platform.
5.3 License to Team Member Information. By submitting, posting, storing, or otherwise making Team Member Information available through the Platform, Customer grants us, and represents and warrants that it has all rights necessary to grant (including without limitation any necessary consents and authorizations from individual persons identified in the Team Member Information and licenses from third-parties whose content is included in the Team Member Information), a royalty-free, sublicensable (as necessary to subprocessors), non-transferable (except permitted under Assignment), non-exclusive, worldwide license to use, host, store, reproduce, modify (e.g. to make sure your Team Member Information displays properly through our Platform), publish, list information regarding, translate, distribute (to the Team Members), display (to Team Members), in any form, media, or technology, whether now known or hereafter developed, as necessary to provide you with the Platform and as otherwise specified in Section 5.4.
5.4 Anonymized Data. Rising Team may anonymize the Team Member Information such that no personal identifying information of the Customer or a Team Member is revealed (“Anonymized Data”). Rising Team is free to use the Anonymized Data to analyze, improve and support the Platform and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, identify trends and/or produce reports for distribution by Rising Team.
5.5 Feedback. You may from time to time provide suggestions, comments or other feedback with respect to the Platform (“Feedback”). For the avoidance of doubt, Feedback will only refer to suggestions, comments or other feedback provided to Rising Team regarding the Platform and will not include your personal data. Rising Team may want to incorporate this Feedback into its Platform and this clause provides us with the necessary license to do so. You hereby grant to us and our assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display and otherwise distribute and exploit any Feedback as we see fit, entirely without obligation or restriction of any kind, except that Rising Team will not identify you as the provider of such Feedback.
6. CONFIDENTIALITY AND DATA SECURITY
6.1 Definition. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with this Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Rising Team includes the Rising Team Materials. Confidential Information of Customer includes Team Member Information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use or reference to the Disclosing Party’s Confidential Information.
6.2 Protection and Use of Confidential Information. The Receiving Party will (a) protect the Disclosing Party’s Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care, (b) limit access to the Confidential Information to those employees, affiliates, subprocessors, agents, consultants, legal advisors, financial advisors, and contractors (“Representatives”) who need to know such information in connection with this Agreement and who are bound by confidentiality and non-use obligations just as protective of the Disclosing Party’s Confidential Information as the terms of this Agreement; (c) except as expressly set forth herein, will not disclose any of Disclosing Party’s Confidential Information to any third parties without the Disclosing Party’s prior written consent; and (d) will not use the Disclosing Party’s Confidential Information for any purpose other than to fulfill its obligations under this Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in this Agreement.
6.3 Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.
6.4 Privacy Policy. Rising Team collects and uses information relating to users of our Platform and performance of our websites and products, including information which identifies or is associated with you or your Team Members (“Personal Information”), in accordance with its privacy policy, the current version of which is located at risingteam.com/privacy (“Privacy Policy”).
7. WARRANTIES.
7.1 By Rising Team. Rising Team warrants that during the applicable Subscription Period (a) the Platform shall perform materially in accordance with the applicable documentation; and (b) Rising Team shall not materially decrease the functionality of the Platform.
7.2 By Customer. Customer warrants that (a) this Agreement is legally binding upon it and enforceable in accordance with its terms; (b) it has obtained all legally required consents and permissions from Team Members for the submission and processing of personal data through the Platform; and (c) the transfer and processing of Team Member Information under the Agreement is lawful.
7.3 Disclaimer. EXCEPT AS PROVIDED IN SECTION 7.1, THE RISING TEAM MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED AND RISING TEAM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ALL CONTENT AVAILABLE THROUGH THE PLATFORM, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE RISING TEAM ENTITIES DO NOT WARRANT THAT THE PLATFORM OR ANY PORTION OF THE PLATFORM, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PLATFORM, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT GUARANTEE THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
8. INDEMNIFICATION.
8.1 By Customer. Customer shall defend Rising Team, its affiliates, and their employees, officers, and directors (together, the “Rising Team Indemnified Parties”) from and against third party claims, actions, and demands arising from allegations that Rising Team Information, unauthorized use of the Platform by Customer or Team Members, or Rising Team’s processing of data pursuant to Customer’s instructions infringes a third party’s Intellectual Property Right or privacy right (each, a “Claim Against Rising Team”), and Customer shall indemnify and hold the Rising Team Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Rising Team Indemnified Parties as a result of, or for any amounts paid by the Rising Team Indemnified Parties under a Customer-approved settlement of, a Claim Against Rising Team.
8.2 By Rising Team. Rising Team shall defend Customer, its affiliates, and their employees, officers, and directors (together the “Customer Indemnified Parties”) from and against third party claims, actions, and demands alleging that Customer’s authorized use of the Platform infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of that third party (each, a “Claim Against Customer”), and Rising Team shall indemnify and hold the Customer Indemnified Parties harmless against any damages, reasonable attorneys’ fees, and costs finally awarded against Customer Indemnified Parties as a result of, or for any amounts paid by the Customer Indemnified Parties under an Rising Team-approved settlement of, a Claim Against Customer; provided, however, in no event will Rising Team have any obligations or liability under this Section 7.2 to the extent a Claim Against Customer arises from: (a) Customer or any Team Member’s use of the Platform other than as permitted under this Agreement; or (b) use of the Platform in a modified form or in combination with products, services, content, or data not furnished to Customer by Rising Team.
8.3 Potential Infringement. If the Platform becomes, or in Rising Team’s reasonable judgment is likely to become, the subject of a claim of infringement, then Rising Team may in its sole discretion: (a) obtain the right, at Rising Team’s expense, for Customer to continue using the Platform; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Platform so that it is no longer infringing. If Rising Team, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Rising Team may suspend or terminate Customer’s use of the Platform, in which case Rising Team’s sole liability (in addition to its obligations under Section 7.2) shall be to provide Customer with a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Period. Sections 7.2 and 7.3 state Rising Team’s sole liability and the Customer Indemnified Parties’ exclusive remedy for infringement claims.
8.4 Indemnification Process. The party seeking indemnification shall provide prompt notice to the indemnifying party concerning the existence of an indemnifiable claim and shall promptly provide the indemnifying party with all information and assistance reasonably requested and otherwise cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations under this Agreement only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. As a condition to the indemnification obligation, the indemnified party shall provide the indemnifying party with full control and authority over the defense and settlement of any claim; provided, however, that any settlement requiring the party seeking indemnification to admit liability or make any financial payment shall require such party’s prior written consent, not to be unreasonably withheld or delayed.
9. LIABILITY.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7 (“INDEMNIFICATION”), IN NO EVENT SHALL EITHER PARTY’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
9.3 Notwithstanding the above, the foregoing limitations of liability in this Section 8 shall not apply to a breach of Section 2.4. The provisions of this Section 8 allocate the risks under this Agreement between the parties, and the parties have relied on these limitations in determining whether to enter into this Agreement.
10. EXPORT COMPLIANCE. The Platform may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of the Team Members are named on any U.S. government denied-party list. Customer shall not permit any Team Member to access or use any Platform in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Customer and the Team Members shall not use the Platform to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.
11. USE IN THE UNITED STATES. The Platform is controlled and operated by Rising Team from its offices in the United States of America. Except as explicitly set forth herein, Rising Team makes no representations that the Platforms are appropriate for use in other jurisdictions. Those who access or use the Platform from other jurisdictions do so at their own risk and are responsible for compliance with local laws. Rising Team may offer Platforms in other jurisdictions that are subject to different terms and conditions. In such instances, the terms and conditions governing those non-U.S. Platforms shall take precedence over any conflicting provisions in this Agreement.
12. PUBLICITY. For corporate customers, Customer grants us the right to use the Customer name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time.
13. MODIFICATION OF THESE TERMS. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. If a change to these Terms materially modifies your rights or obligations, you will be notified of the changes, and may be required to accept the modified Terms in order to continue to use the Platform. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
14. FORCE MAJEURE. Except for Customer’s payment obligations hereunder, neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-Platform attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
15. RELATIONSHIP OF THE PARTIES. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
16. EMAIL COMMUNICATIONS. All notices under the Agreement will be provided by email, although we may instead choose to provide notice to Customer through the Platform. Notices to us must be sent to [insert email] except for legal notices, such as notices of termination, which must be sent to [insert email]. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Platform.
17. AMENDMENT AND WAIVERS. We may change these Terms and the other components of the Agreement except the terms of your subscription to the Platform from time to time. If we make a material change to the Agreement, we will provide you with reasonable notice prior to the change taking effect, either by emailing the email address associated with your account or by messaging you through the Platform. You can review the most current version of the Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Agreement. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you (or any Authorized User) accesses or uses the Platform after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.
18. SEVERABILITY. This Agreement will be enforced to the fullest extent permitted under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
19. GOVERNING LAW. These Terms are governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Rising Team agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for the purpose of litigating any dispute. We operate the Platform from our offices in California, and we make no representation that the Content included in the Platform are appropriate or available for use in other locations.
20. ASSIGNMENT. Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement in its entirety, without consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any purported assignment in violation of this section is void. Subject to the foregoing, the Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
21. CONTACT INFORMATION
The Platform is offered by Rising Team, Inc., located at 700 El Camino Real #120-1402, Menlo Park, CA 94025. You may contact us by sending correspondence to that address or by emailing us at support@risingteam.com.
