Teamly Terms of Use & Sale

Last Update: November 13, 2021

IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS OF USE & SALE BEFORE ACCESSING, USING, OR SUBSCRIBING, OR PLACING AN ORDER OVER WWW.TEAMLY.COM. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES (see Sections 11, 14, and 15). THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

The use of www.teamly.com (hereafter “Website”), which is owned and maintained by Bryxen, Inc. d/b/a Teamly (“Company,” “we,” “our,” “us”), is governed by the terms and conditions set forth below. We offer the Website, including all information, tools, and services available from the Website to you, the user, conditioned upon your acceptance of all terms and conditions stated here. By accessing, using, subscribing, or placing an order over the Website, you and your business (as applicable) agree to the terms set forth herein. If you do not agree to these terms and conditions in their entirety, you are not authorized to use the Website in any manner or form whatsoever.

THIS IS A BINDING AGREEMENT. THESE TERMS OF USE & SALE (“TERMS”) TOGETHER WITH OUR PRIVACY NOTICE AND END USER LICENSE AGREEMENT FORM A LEGALLY BINDING AGREEMENT (“AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS, ORGANIZATION OR ENTITY (AS APPLICABLE) (“YOU”) AND US. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE, ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE.

THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION. ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 16. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 16 BELOW WHICH ALSO DESCRIBES YOUR RIGHT TO OPT-OUT.

We reserve the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. You can find the most recent version of these Terms at www.teamly.com/terms/tos/. Use of the Website after such changes constitutes acceptance of such changes.

Table of Contents

  1. Website Use
  2. Website User Conduct and Restrictions-License Terms
  3. Our Privacy Policy and Your Personal Information
  4. Information You Provide; Registration; Passwords; Prohibition Against Hosting Third-Party Agency Accounts
  5. Order Placement and Acceptance
  6. 30 Day Refund Policy
  7. Payment
  8. Delivery
  9. Products, Services, and Prices Available on the Website
  10. Interactive Features
  11. DISCLAIMER - YOUR INDIVIDUAL RESULTS WILL VARY
  12. Your Responsibilities in Running Your Business
  13. Reviews and Pictures/Videos
  14. DISCLAIMERS OF OTHER WARRANTIES
  15. LIMITATIONS OF LIABILITIES
  16. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER
  17. Additional Remedies
  18. Indemnification
  19. Notice and Takedown Procedures; Copyright Agent
  20. Third-Party Links
  21. Termination
  22. No Waiver
  23. Governing Law and Venue
  24. Force Majeure
  25. Assignment
  26. Electronic Signature
  27. Changes to the Agreement
  28. Your Additional Representations and Warranties
  29. Severability
  30. Entire Agreement
  31. Contacting Us

SECTION 1 – WEBSITE USE

The Website is intended for use by adults or by minors who are supervised by a responsible adult at all times. If you use the Website, you are affirming and warranting each time that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), have the legal capacity to enter into a binding contract with us, have read this Agreement and understand and agree to its terms, and that you will not re-sell, re-distribute, or export any product or service that you order from the Website.

SECTION 2 – WEBSITE USER CONDUCT AND RESTRICTIONS-LICENSE TERMS

Aspects of our Website are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, product names, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, copyrighted material, trademark, trade name, trade dress, trade secret, or confidential information owned by us.

Subject to your continued strict compliance with all Terms, we provide to you a revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferrable license to use the Website. You acknowledge and agree that you do not acquire any ownership rights in any Website material.

If you are purchasing one of our software products, or have chosen to use a free version of one of our software products, you agree to our End User License Agreement (“EULA”), which explains in detail your rights and obligations in connection with the software. To view the EULA, click here.

You agree not to use or attempt to use the Website in any unlawful manner or a manner harmful to us. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website.

By posting or submitting any material (including, without limitation, comments, blog entries, Facebook postings, photos and videos) to us via the Website, internet groups, social media venues, or to any of our staff via email, text or otherwise, you are representing: (i) that you are the owner of the material, or are making your posting or submission with the express consent of the owner of the material; and (ii) that you are 18 years of age or older. In addition, when you submit, email, text or deliver or post any material, you are granting us, and anyone authorized by us, a royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide license to use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform or display such material, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.

You acknowledge that we have the right but not the obligation to use and display any postings or contributions of any kind and that we may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever. You may establish a hypertext link to the Website so long as the link does not state or imply any sponsorship of your site by us or by the Website. However, you may not, without our prior written permission, frame or inline link any of the content of the Website, or incorporate into another website or other service any of our material, content or intellectual property.

SECTION 3 – OUR PRIVACY NOTICE AND YOUR PERSONAL INFORMATION

Your submission and our collection of personal and other information through the Website is governed by our Privacy Notice. Our Privacy Notice is at www.teamly.com/terms/privacy. We reserve the right to modify our Privacy Notice in our reasonable discretion from time-to-time.

SECTION 4 – INFORMATION YOU PROVIDE; REGISTRATION; PASSWORDS; PROHIBITION AGAINST HOSTING THIRD-PARTY AGENCY ACCOUNTS

To access certain features of the Website, we may ask you to provide certain demographic information including your gender, year of birth, zip code, and country. In addition, if you elect to sign up for a particular feature of the Website, such as chat rooms, web logs, or bulletin boards, or to purchase the right to use one of our software products or decide to use a free version of one of our software products, you may also be asked to register with us on the form provided and such registration may require you to provide personally identifiable information such as your name and email address. You warrant that the information you provide us is truthful and accurate, and that you are not impersonating another person.

In addition, to use certain features of the Website, you will need a username and password, which you will receive through the Website’s registration process. You are responsible for maintaining the confidentiality of any password you may use to access your user account, and you agree not to transfer your password or username, or lend or otherwise transfer your use of or access to your user account, to any third party. So called “agency accounts,” or accounts in which you host funnels for third parties, are prohibited. Should your usage data indicate, in our sole and exclusive discretion, that you are operating an agency account, you will be subject to cancellation of your user account or enhanced pricing for your user account, at our sole and exclusive discretion. You are fully responsible for all transactions with, and information conveyed to, us under your user account. You agree to immediately notify us of any unauthorized use of your password or username or any other breach of security related to your user account. You agree that we are not liable, and you will hold us harmless, for any loss or damage arising from your failure to comply with any of the foregoing obligations. Please see Section 18 below for additional information.

SECTION 5 – ORDER PLACEMENT AND ACCEPTANCE

If you order a paid service or product, payment must be received by us before your order is accepted. We may require additional information regarding your order if any required information was missing or inaccurate, and may cancel or limit an order any time after it has been placed. Your electronic order confirmation, or any form of confirmation, does not signify our acceptance of your order. You must contact us immediately at [email protected] in order to modify or cancel your pending order. We cannot guarantee that we will be able to amend your order in accordance with your instructions.

We reserve the right to limit the sales of our products and services to any person, geographic region, or jurisdiction on a case-by-case basis at our sole and exclusive discretion.

Your order of products and other services, whether free or paid, is conditioned on you re-affirming your acceptance of this Agreement.

All advertised prices are in, and all payments shall be in, U.S. Dollars.

SECTION 6 – 30-DAY REFUND POLICY

1. You must request a refund in writing by contacting [email protected] ;

2. Your request for a refund must be made within thirty (30) days of your purchase;

3. We do not offer refunds after the 30-day refund period has passed.

SECTION 7 – PAYMENT

A user is responsible for paying all sums due to us in connection with their license or subscription in accordance with these Terms. Teamly’s initial fees and any amounts due for optional in-software purchases and upgrades made by the user, are due and payable at the time of purchase, along with applicable taxes (“Fees”). Failure by the user to use any of the products or services available through the service provided by us does not relieve the user of their payment obligations.

Users can pay Fees by credit card or PayPal . Payment details will be collected by us through our secure financial data collection mechanism. You acknowledge and agree that we hold data relating to the transaction, including the last four digits and the expiration date of the card used to purchase the products or services together with details on when payment is due.

We reserve the right to immediately terminate a user’s account and/or service for any unpaid (in whole or part) period (with or without notice). Termination of service in no way relieves or excuses the user from any obligation to pay outstanding charges or expenses. In the event we start collection processes of any type, you will be liable for all collection costs, including legal fees and expenses, as provided in Section 18 below.

SECTION 8 – DELIVERY

Our Teamly software license provides a downloadable copy of the software. Unless otherwise stated on the Website at the time of purchase, if we elect to ship you a physical product, we reserve the right to add applicable shipping and handling fees to your order.

SECTION 9 – PRODUCTS, SERVICES, AND PRICES AVAILABLE ON THE WEBSITE

Products, services, and prices are generally posted on the Website, but are subject to change. We reserve the right, without notice, to discontinue products or services or modify specifications and prices on products and services without incurring any obligation to you.

We take reasonable steps in an effort to ensure that the prices set forth on the Website are correct, and to accurately describe and display the items available on the Website. If the correct price of our product is higher than its stated price, we will, at our discretion, either contact you for instructions or cancel your order and notify you of such cancellation.

When ordering products or services, please note that we do not warrant that product or service descriptions are accurate, complete, current, or error-free, or that packaging or product features samples displayed on the Website will match the actual product that you receive with your purchase. All sales are deemed final except as provided in Section 6 of these Terms.

SECTION 10 – INTERACTIVE FEATURES

This Website may include a variety of features, such as bulletin boards, web logs, chat rooms, and email services, which allow feedback to us and real-time interaction between users, and other features which allow users to communicate with others. Responsibility for what is posted on bulletin boards, web logs, chat rooms, and other public posting areas on the Website, or sent via any email services on the Website, lies with each user - you alone are responsible for the material you post or send. We do not control the messages, information or files that you or others may provide through the Website, and we are not liable for any such messages.

Any user failing to comply with the Agreement may be expelled from and refused continued access to, the message boards, chats or other public forums in the future, and may have their software licenses terminated. Information and content posted within these public forums may be provided by our staff, our outside contributors, or by users not connected with us, some of whom may employ anonymous usernames. Under no circumstances will we, our affiliates, suppliers or agents (or their respective successors, purchasers or assigns) be liable for any loss or damage caused by your reliance on information obtained through these forums. We have no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums on the Website, or to review the work product you create using our software product. However, you agree that we have the absolute right to monitor the same at our sole discretion. In addition, we reserve the right to alter, edit, refuse to post or remove any postings or content or work product, in whole or in part, for any reason or no reason.

SECTION 11 – DISCLAIMER - YOUR INDIVIDUAL RESULTS WILL VARY

Every business and user is different, employing different strategic approaches and organizational structures, and offering different products and services. Therefore, individual results will vary from user to user. YOUR BUSINESS AND INDIVIDUAL RESULTS WILL VARY DEPENDING UPON A VARIETY OF FACTORS UNIQUE TO YOUR BUSINESS OR PERSONAL USE, INCLUDING BUT NOT LIMITED TO YOUR BUSINESS MODEL, AND PRODUCT AND SERVICE OFFERINGS.

SECTION 12 – YOUR RESPONSIBILITIES IN RUNNING YOUR BUSINESS

You are solely and exclusively responsible for complying with any and all applicable laws and regulations in running your business and using our software product, including, but not limited to, all laws governing intellectual property, advertising and marketing claims, subscriptions, refunds, premium offers, tax laws, and all additional laws applicable to your usage or business. We shall have no liability for your violation of any laws. You agree to indemnify us as set out in Section 189 below in the event that you and/or your business violates any law and a claim is threatened or asserted against us as a result.

SECTION 13 – REVIEWS AND PICTURES/VIDEOS

Anything that you submit or post to the Website, provide us, and/or post in any social media about us or your experience with us, including without limitation, photographs, testimonials, ideas, know-how, techniques, questions, reviews, comments, and suggestions is and will be treated as non-confidential and nonproprietary, and we shall have the royalty-free, worldwide, perpetual, irrevocable, and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, and create derivative works from such submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompile such submissions. We reserve the right to correct grammatical and typing errors, to shorten testimonials prior to publication or use, and to review all testimonials prior to publication or use. We shall be under no obligation to use any, or any part of, any testimonial or product review submitted.

SECTION 14 – DISCLAIMERS OF OTHER WARRANTIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW:

THE WEBSITE AND ALL CONTENT ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS WEBSITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE WEBSITE OR ANY SOFTWARE OR ACCESS TO YOUR CONTENT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE WEBSITE, SOFTWARE, OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, SOFTWARE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR (F) THE WEBSITE OR THE SERVER(S) THAT MAKE THE WEBSITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SECTION 15 – LIMITATIONS OF LIABILITIES

EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL BRYXEN, INC. OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, SUCCESSORS, ASSIGNS AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY NOTICE, THE END USER LICENSE AGREEMENT, THE SERVICES OR PRODUCTS, AND/OR YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, WORK PRODUCT, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER WE HAVE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

IN NO EVENT SHALL BRYXEN, INC’S OR OUR AFFILIATES’, SUCCESSORS’ OR ASSIGNS’ AGGREGATE LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU FOR THE TEAMLY SOFTWARE, OR IF YOU ONLY HAVE THE FREE VERSION OF THE SOFTWARE, THEN SUCH AGGREGATE LIMIT WILL BE USD$100.

SECTION 16 – DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS AND, AS APPLICABLE, YOUR BUSINESS’S RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU OR YOUR BUSINESS MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU AND YOUR BUSINESS ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU AND YOUR BUSINESS WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU AND YOUR BUSINESS MAY ONLY BRING A CLAIM IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THESE TERMS AS A COURT WOULD.

If you have a complaint, dispute, or controversy, you agree to first contact us at [email protected] to attempt to resolve the dispute or controversy informally. Any controversy or claim arising out of or related to the use of the Website, any product, service, or software, the End User License Agreement, these Terms of Use & Sale, the Privacy Notice, or your relationship with us that cannot be resolved through such informal process or through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. We agree that any claim we may have against you or your business will also be subject to this arbitration provision, except as provided in Sections 17 and 18 below. The arbitration will be conducted by a single neutral arbitrator in the English language in Columbus, Ohio, unless we both agree to conduct the arbitration by telephone or written submissions. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with the Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Arbitration Rules and Procedures, in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of these Terms of Use & Sale, the Privacy Notice, the End User License Agreement, this arbitration provision, and any other terms incorporated by reference into these Terms of Use & Sale. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this agreement and whether a non-signatory to this agreement can enforce this provision against you or us.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s Rules. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.

The arbitrator shall follow the substantive law of the State of Ohio without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

You and we agree that disputes will only be arbitrated on an individual basis and shall not be consolidated, on a class wide, representative basis, or with any other arbitration(s) or other proceedings that involve any claim or controversy of any other party. You and we expressly waive any right to pursue any class or other representative action against each other.

Failure or any delay in enforcing this arbitration provision in connection with any particular claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other claims except that all claims must be brought within 1 year after the claim arises (the 1 year period includes the 120-day informal resolution procedures described above).

Notwithstanding anything to the contrary herein, and only to the extent a court of competent jurisdiction determines that California law applies to our relationship with a California user in contravention of this Section 16 and Section 23 below (both of which provide that the relationship between us and all users is governed exclusively by the laws of the State of Ohio without regard to its conflicts of laws principles), then (a) a representative action for public injunctive relief pursuant to California’s Consumer Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), Unfair Completion Law (Cal. Bus. & Prof. Code § 17200 et seq.) and/or False Advertising Law (Cal. Bus. & Prof. Code § 17500 et seq.) must be arbitrated on a class basis, (b) in the event that the foregoing clause is deemed invalid or unenforceable, a representative action for public injunctive relief pursuant to California’s Consumer Legal Remedies Act (Cal. Civ. Code § 1750 et seq.), Unfair Completion Law (Cal. Bus. & Prof. Code § 17200 et seq.) and/or False Advertising Law (Cal. Bus. & Prof. Code § 17500 et seq.) may be brought in the state or federal courts located in Ohio on a class basis, and (c) any claims other than for public injunctive relief must be arbitrated on an individual, non-class basis as otherwise set forth in this Section 16.

This arbitration provision sets forth the terms and conditions of our agreement to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as amended.

This provision survives termination of your account or relationship with us or the Website, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration provision (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect.

YOU UNDERSTAND THAT YOU AND YOUR BUSINESS WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION IN ACCORDANCE WITH THIS ARBITRATION PROVISION.

YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU PURCHASE, USE, OR ATTEMPT TO USE A SERVICE OR PRODUCT PURCHASED ON OR THROUGH THE WEBSITE (WHICHEVER COMES FIRST) BY WRITING TO US AT BRYXEN, INC., ATTN: LEGAL DEPARTMENT, 6724 PERIMETER LOOP ROAD, #257, DUBLIN, OHIO 43017, WITH COPY BY E-MAIL TO [email protected]. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE IDENTIFYING ANY SERVICE OR PRODUCT YOU PURCHASED, USED OR ATTEMPTED TO USE WITHIN THE 30 DAYS AND THE DATE YOU FIRST PUCRHASED, USED, OR ATTMPETED TO USE THE SERVICE OR PRODUCT. IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT.

SECTION 17 – OUR ADDITIONAL REMEDIES

In order to prevent or limit irreparable injury to us, in the event of any breach or threatened breach by you of the provisions of this Agreement, the End User License Agreement, or any infringement or threatened infringement by you of the intellectual property of Teamly or a third-party, we shall be entitled to seek a temporary restraining order and preliminary and permanent injunctions or other equitable relief from a court of competent jurisdiction located in Columbus, Ohio restraining such breach, threatened breach, infringement, or threatened infringement. Nothing in this Agreement shall be construed as prohibiting us from pursuing in court any other remedies available to us for such breach, threatened breach, infringement, or threatened infringement, including the recovery of monetary damages from you and your business. You and your business, and we, hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, the courts of Columbus, Ohio for all such claims, and forever waive any challenge to said courts’ exclusive jurisdiction or venue.

SECTION 18 – INDEMNIFICATION

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless Bryxen, Inc., its directors, officers, employees, shareholders, licensors, independent contractors, subcontractors, suppliers, affiliates, parent companies, subsidiaries, successors, assigns, and agents from and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to attorneys’ fees and costs of any litigation or other dispute resolution, arising out of, resulting from, or in any way connected with or related to (1) your use, misuse, or attempt to use the Website or services, (2) information you submit or transmit through the Website, (3) your breach of these Terms, the Privacy Notice, or the representations and warranties provided by you in this Agreement, or (4) your violation of any law or the rights of a third-party, negligence, willful misconduct, and/or any infringement or misappropriation of any intellectual property of a third-party.

SECTION 19 – NOTICE AND TAKEDOWN PROCEDURES; COPYRIGHT ACT

If you believe that materials or content available on the Website infringes any copyright you own, you or your agent may send us a notice requesting that we remove the materials or content from the Website. If you believe that someone has wrongly filed a notice of copyright infringement against you, you may send us a counter-notice. Notices and counter-notices should be sent by e-mail to our Copyright Agent at [email protected] with the subject line “DMCA Notice” or “DMCA Counter-Notice”, and the e-mail must include all information and affirmations required by the Digital Millennium Copyright Act.

SECTION 20 – THIRD-PARTY LINKS

The Website may contain links to other websites. This may include the opportunity to purchase many different types of products and services online that are provided by third parties. We assume no responsibility for the content or functionality of any non-Teamly website to which we provide a link. If you make a purchase from a merchant on the Website or on a site linked to by the Website, the information obtained during your visit to that merchant’s online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. Furthermore, a merchant may have privacy and data collection policies and procedures that are different from ours. Please see our Privacy Notice for more details. For more information visit that merchant’s website and click on its information links or contact the merchant directly.

You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Website. You agree to use the Website and to purchase services or products through the Website for legitimate purposes only. You also agree not to make any purchases for speculative, false or fraudulent purposes or for the purpose of anticipating demand for a particular product or service. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so.

SECTION 21 – TERMINATION

This Agreement will take effect (or shall re-take effect) at the time you use the Website, click “BUY NOW!,” “ORDER NOW”, “I ACCEPT”, “I AGREE” or similar links or buttons, otherwise submit information through the Website, respond to a request for information, begin installing, accessing, or using the Website, complete a purchase, select a method of payment, and/or enter in payment method information, whichever is earliest. If, in our sole discretion, you fail, or we suspect that you have failed, to comply with any term or provision of the Agreement, we may terminate the Agreement or suspend your access to the Website at any time without notice to you. Sections 11, 12, 13 through 18, and 22 through 30 of this Agreement, as well as any representations, warranties, and other obligations made or undertaken by you, shall survive the termination of this Agreement and/or your account or relationship with us. Upon termination, you remain responsible for any outstanding payments to us.

SECTION 22 – NO WAIVER

No failure or delay on our part in exercising any right, power or remedy under this Agreement may operate as a waiver, nor may any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of such right, power, or remedy, or the exercise of any other rights, power, or remedy under this Agreement. A waiver of any right or obligation under this Agreement shall only be effective if in writing and signed by us.

SECTION 23 – GOVERNING LAW AND VENUE

This Agreement and any issue or dispute arising out of or otherwise related to this Agreement or your access to or use of the Website, our Privacy Notice, the End User License Agreement, or any matter concerning us, including your use and/or purchase, or attempted use, of any service or product, shall be governed exclusively by the laws of State of Ohio without regard to its conflicts of laws principles. To the extent that any claim or dispute is found by the arbitrator or (if proper) a court of competent jurisdiction to be excluded from the arbitration agreement in Section 16 above, the parties agree that any such claim or dispute shall be exclusively brought in and decided by the state or federal courts located in Columbus, Ohio, and you and we hereby irrevocably consent to the exclusive personal jurisdiction of, and exclusive venue in, such courts, and forever waive any challenge to said courts’ exclusive jurisdiction or venue. All such claims must be brought on an individual and non-class, non-representative basis, and the parties forever waive any right to bring such claims on a class wide or representative basis.

SECTION 24 – FORCE MAJEURE

We will not be responsible to you for any delay, damage, or failure caused or occasioned by any act of nature or other causes beyond our reasonable control.

SECTION 25 – ASSIGNMENT

We may assign this Agreement or our rights hereunder at any time, without notice to you. Our assignee of this Agreement will have the same rights as we do hereunder. Your rights or obligations arising under this Agreement cannot be assigned without our (or our assigns’) express written consent.

SECTION 26 – ELECTRONIC SIGNATURE

All information communicated on the Website is considered an electronic communication. When you communicate with us through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

SECTION 27 – CHANGES TO THE AGREEMENT

We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement, including the Privacy Notice and End User License Agreement, by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes.

SECTION 28 – YOUR ADDITIONAL REPRESENTATIONS AND WARRANTIES

You represent and warrant that we have the right to rely upon all information provided to us by you, and we may contact you and your business by email, telephone, or postal mail for any purpose, including but not limited to (i) follow-up calls, (ii) satisfaction surveys, and (iii) inquiries about any orders you placed, or considered placing, on or through the Website.

SECTION 29 – SEVERABILITY

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement.

SECTION 30 – ENTIRE AGREEMENT

These Terms, the Privacy Notice, the End User License Agreement, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and us and governs your access to and use of the Website and your ordering, purchasing, and/or use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and us, except that, to the extent these Terms or the Privacy Notice are inconsistent with the End User License Agreement with respect to your use of the software, the End User License Agreement will control. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to these Terms, the Privacy Notice, the End User License Agreement and any policies or operating rules and additional terms for such services or features posted by us on the Website. Any ambiguities in the interpretation of these Terms, the Privacy Notice, or the End User License Agreement shall not be construed against the drafting party.

SECTION 31 – CONTACTING US

Please contact us with questions or comments about our products and services or these Terms by sending an e-mail to [email protected]. Please understand we do not provide legal advice when we respond to your inquiries or provide you feedback. Notices to you may be made by posting a notice (or a link to a notice) on www.teamly.com/terms/tos/ , by e-mail, or by regular mail, at our discretion.