BY CLICKING “I AGREE,” CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE SERVICE (AS DEFINED BELOW) OR OTHERWISE AFFIRMATIVELY ACCEPTING THESE TERMS OF USE, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT CREATE AN ACCOUNT OR USE THE SERVICE. YOU HEREBY GRANT AGENCY AUTHORITY TO ANY PARTY WHO CLICKS ON THE “I AGREE” BUTTON OR OTHERWISE INDICATES ACCEPTANCE TO THESE TERMS OF USE ON YOUR BEHALF.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US OR YOU AND THE PROVIDERS ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE SERVICE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW. WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.

TeaMDup LLC (“TeaMDup,” “we,” or “us”), owns and operates the website located at Teamedupapp.com and operates a Teamedup mobile application (collectively, the “Platform”). Your access and use of the Platform, any part thereof, or anything associated therewith, including its content (“Content”), any products or services provided through the Platform or otherwise by TeaMDup, and any affiliated website, software or application owned or operated by TeaMDup (collectively, including the Platform and the Content, the “Service”) are governed by these Terms of Use (“Terms of Use” or “Agreement”).

Please read this Agreement carefully because it sets forth the important terms you will need to know about the Service. In this Agreement, the terms “you” and “yours” refer to the person using the Service.

THE SERVICE IS INTENDED FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. IT IS NOT INTENDED FOR USE IN THE DIAGNOSIS OF DISEASE OR OTHER CONDITIONS. THE SERVICE DOES NOT PROVIDE MEDICAL ADVICE AND IS NOT INTENDED TO BE USED FOR THE CURE, MITIGATION, TREATMENT OR PREVENTION OF ILLNESS OR DISEASE. PHYSICIANS SHOULD EXERCISE THEIR OWN INDEPENDENT CLINICAL JUDGMENT WHEN USING THE SERVICE IN CONJUNCTION WITH PATIENT CARE.

THIS AGREEMENT IS SUBJECT TO CHANGE AS PROVIDED HEREIN.

Acceptance of Terms of Use

Your access to and use of the Service is subject to this Agreement, as well as all applicable laws and regulations. If you do not accept and agree to be bound by this Agreement in its entirety, you are strictly prohibited from visiting, accessing, registering with and/or using the Service or any information or Content provided through the Service, except as necessary to review this Agreement. The Service is continually under development, and we reserve the right to revise or remove any part of this Agreement or the Service at our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting to the Platform. Unless otherwise indicated, any new Content added to the Service is also subject to this Agreement upon posting to the Platform. If you disagree with this Agreement or any terms or conditions herein, your sole remedy is to discontinue your use of the Service. Your continued use after a change to this Agreement has been posted constitutes your acceptance of this Agreement as modified by such changes.

Your Relationship with Us

We are a company that makes available to individuals who register as users of the Service (“Users”) certain information, products and services sold or offered by TeaMDup or by its third-party vendors. Our Service provides information and education to physicians. TeaMDup’s mobile application creates a platform for communication among licensed United States physicians practicing in the same specialty. The Service excludes non-physician users from participating in the forum. Communication may be in the form of text, photos, videos or other mixed media. Some may use the Service for exchange of medical knowledge, socialization or other means of interpersonal communication among physicians. By accepting this Agreement, you acknowledge and agree that any products or services you receive through the Platform are subject to this Agreement.

We act solely as an educational and service platform to connect physicians and to provide informational and educational services. We do not control or interfere with the practice of medicine by the physicians, each of whom is solely responsible for professional services rendered to individuals. TeaMDup makes no representations or warranties about the suitability, reliability, timeliness or accuracy of the medical information posted on the Platform. By accepting this Agreement, you acknowledge and agree that TeaMDup is not a healthcare provider or provider of any other professional service, and that any guidance you receive through the Platform is informational and educational in nature. You should exercise your professional judgment in evaluating any information, and we encourage you to confirm the information made available or otherwise obtained through the Service with other sources before undertaking any treatment based on it.

TeaMDup, through the Service, provides the opportunity for content-sharing between its Users. TeaMDup is not responsible for the accuracy of information posted by Users. At times, information contained on this website may require updating to reflect new advances or technologies in the market place. It should be noted that this website is intended to be a general guide and cannot be substituted for professional advice.

By using the Service, you are establishing a direct customer relationship with TeaMDup to use the Platform and to receive and exchange information through the Platform. In connection with such relationship, you may provide to us, or cause to be provided to us on your behalf, personal information that is subject to use by us in accordance with our Privacy Policy https://www.teamedupapp.com/privacy. Please refer to the “Privacy Policy” section and the “Protected Information” section below for additional information.

Limited Use and Availability

Our Service is currently only available to individuals who are at least eighteen (18) years of age or older, or at least the age of majority in their jurisdiction of residence, if higher than eighteen (18), and who have accepted this Agreement. In addition, our Service is only available to physicians licensed in the United States. By visiting, accessing, registering with or using the Service, you are (a) representing and warranting to us that you satisfy these eligibility requirements, (b) agreeing to comply with all applicable laws in visiting, accessing, registering with or using the Service, and (c) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state and federal regulations and may change from time to time due to changes in applicable regulatory requirements.

Duty to Provide Information, Access, and Connectivity

You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable use of the Service, including but not limited to, a computer or mobile device with Internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service. You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Service.

We reserve the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.

TeaMDup understands the importance of confidentiality and privacy regarding your personal information. Please see our Privacy Policy https://www.teamedupapp.com/privacy for a description of how we may collect, use and disclose your personal information.

Information that You Provide to the Service

You are responsible for all communications, information, data, text, video, images, sound, graphics, messages and other material that you upload, post, transmit, email or otherwise distribute through the Platform. You should disclose any bias or conflict of interest to allow licensed physicians utilizing the information to be allowed to make fully informed medical decisions, including as to any proposed "off-label" use of medication. TeaMDup is not responsible for the consequences of the information that you post.

Protected Information

When you set up an account with TeaMDup, you are creating a direct customer relationship with TeaMDup that enables you to access and/or utilize the various functions of the Service as a User. As part of that relationship, you provide information to TeaMDup, including but not limited to your name, email address, medical school, residency and fellowship information, current workplace address and phone number, NPI number, state of licensure and photograph, that we may collect, use and disclose in accordance with our Privacy Policy.

You agree that you will not submit, upload or otherwise post information on the Platform that is deemed to be “protected health information” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”). You acknowledge and agree that all information provided on the Platform will be de-identified and will not include any information, images or videos that identify or could identify a patient.

TeaMDup is neither a “covered entity” nor a “business associate” under HIPAA. Although it is highly likely that you are a “covered entity” under HIPAA, it is important to note that HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and we believe that HIPAA does not apply to your transactions or communications with TeaMDup.

In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (“Protected Information”), will be used and disclosed only in accordance with such applicable laws. Protected Information does not include information that has been de-identified in accordance with applicable laws.

By using the Service, you are agreeing that the information that you submit to TeaMDup that is not considered Protected Information will only be subject to our Privacy Policy and any applicable state laws that govern the privacy and security of such information.

It is your sole responsibility to comply with applicable laws, including without limitation, all data privacy and security laws, such as the HIPAA, as may be amended from time to time. You are, at all times, solely responsible for obtaining and maintaining all necessary patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view patient information. TEAMDUP CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR THE USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED THROUGH YOUR USE OF THE SERVICE. WE RESERVE THE RIGHT TO AMEND OR DELETE ANY MATERIAL (ALONG WITH THE RIGHT TO RESTRICT ACCESS TO THE SITE) THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.

Registration; User Accounts, Passwords, and Security

You are obligated to register and set up an account in the Platform in order to access the Service, and the Service is available only to Users who have registered and have been granted accounts with usernames and passwords. You agree to accurately maintain and update any information about yourself that you have provided to TeaMDup. If you do not keep such information current, or fail to submit truthful, accurate and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Service. You also agree to immediately notify TeaMDup of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Service by emailing our support desk at teaMDupapp@gmail.com, with a subject line of “Support.” In addition, you agree to keep confidential your username and password. TeaMDup explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time.

When establishing an account, you will be required to provide a username and password that will be used as your login for your account. To help protect the privacy of data you transmit through the Service, where personally identifiable information is requested, we also use technology designed to encrypt the information that you input before it is sent to us using Secure Sockets Layer (SSL) technology or similar encryption technology. In addition, we take steps to protect the User data we collect against unauthorized access. However, you should keep in mind that the Service and our services are run on software, hardware, and networks, any component of which may, from time to time, require maintenance or experience problems or breaches of security beyond our control. In addition, persons with access to your computer, phone, or other mobile or other devices may be able to access the Service and information about you, including medical information, contained in the Service. It is your responsibility to affirmatively logout from your account when you are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone and other devices, and to protect the confidentiality of your username and password.

You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. TeaMDup may investigate any alleged or suspected violations and if a criminal violation is suspected, TeaMDup may cooperate with law enforcement agencies in their investigations.

Use and Ownership of the Service

The Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to this Agreement, TeaMDup grants you a limited, non-transferable, revocable license to access and use the Service for your personal use. Unless otherwise specified by TeaMDup in a separate license, your right to use any of the Service or the Content is subject to this Agreement and all rights in the Service and Content are reserved by TeaMDup. You agree that TeaMDup and its suppliers own all rights, title and interest in the Service (including but not limited to, any computer code, social media posts, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, illustrations, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. TeaMDup’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of TeaMDup and may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

License to Information Submitted via the Service

Subject to any limitations on Protected Information described below, any information you transmit to TeaMDup via the Service, whether by direct entry, submission, email or otherwise, including data, questions, comments, posts, forum communications, or suggestions (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account settings that you select, you grant TeaMDup a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Submissions (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not TeaMDup, are responsible for all of Submissions that you provide to the Service. In addition to the foregoing, TeaMDup shall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that TeaMDup deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further agree that you shall have no right of approval and no claim to compensation in connection with the Submission.

If a Submission you make contains Protected Information, TeaMDup’s rights under this section with respect to the use or disclosure of such Protected Information will be limited as and to the extent required under applicable law.

Prohibited Use

Any use or attempted use of the Service (i) for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (iii) that could interfere with any other party’s use and enjoyment of the Service, (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means, (v) to access systems, data, or information not intended by TeaMDup to be made accessible to a user, (vi) to obtain any materials, or information through any means not intentionally made available by TeaMDup, (vii) to reverse engineer, disassemble or decompile any section or technology on the Service, or (viii) for any use other than the business purpose for which it was intended, is prohibited.

In addition, in connection with your use of the Service, you agree you will not:

upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or that may invade another’s right of privacy or publicity;
create a false identity or duplicative accounts for the purpose of misleading others or impersonate any person or entity, including, without limitation, any TeaMDup or TeaMDup’s partner representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another;
delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
use the Service’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, commercial or otherwise;
violate any applicable local, state, national or international law;
upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;
upload or transmit any data or images that contain Protected Health Information, as defined in HIPAA;
delete or revise any material posted by any other person or entity;
manipulate or otherwise display the Service by using framing, mirroring or similar navigational technology;
probe, scan, test the vulnerability of or breach the authentication measures of, the Service or any related networks or systems;
register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so;
harvest or otherwise collect information about others, including email addresses;
use any robot, spider, scraper, or other automated or manual means to access the Service, or copy, download, distribute or reproduce any content or information on the Service; or
assist or permit any person in engaging in any of these activities.

TeaMDup reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a User's access and/or account. TeaMDup may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.

Except as may be provided in the Privacy Policy or prohibited by applicable law, TeaMDup reserves the right at all times to disclose any information as TeaMDup deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in TeaMDup’s sole discretion.

Right to Monitor

TeaMDup reserves the right to monitor general use of the Service at any time as it deems appropriate and to remove any materials that, in TeaMDup’s sole discretion, may be illegal, may subject TeaMDup to liability, may violate this Agreement, or are, in the sole discretion of TeaMDup, inconsistent with TeaMDup’s purpose for the Service.

Third-Party Users

Parties other than TeaMDup, including other Users (collectively, “Third-Parties”) will share information through the Platform. Your interactions with Third-Parties, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such use or interactions, are solely between you and such Third-Parties. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction involving Third-Parties. You are solely responsible for, and shall exercise caution, discretion, common sense and judgment in, using the Service and disclosing personal information.

You agree that TeaMDup shall not be responsible or liable for any loss or damage of any sort incurred as the result of your use of the Platform, any goods or services purchased from Third-Parties or your interactions with any Third-Parties. In the event of any dispute between you and any Third-Party, any other User or any other entity or individual, you understand and agree that TeaMDup is under no obligation to become involved in such dispute, and you hereby release and indemnify TeaMDup, its affiliates and all of their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys (collectively, “TeaMDup Parties”) from any and all claims, demands and/or damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Service or the features and services therein. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

Termination

TeaMDup may terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement or if we discontinue the Service. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with TeaMDup. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold all TeaMDup Parties harmless from any and all liability that any such TeaMDup Parties may incur with respect thereto.

Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Service, to return or otherwise provide to you or any third party on your behalf any Content, any information you provide to us, any information your Providers provided to us about or relating to you, or any other information that we may have that relates to you.

Disclaimers

Content and other information contained on the Service is provided by TeaMDup as a convenience. Users relying on Content or other information from the Service do so at their own risk.

THE SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. THE TEAMDUP PARTIES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PARTICULAR PURPOSE WITH REGARD TO THE SERVICE, AND WITH RESPECT TO ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICE OR THE PLATFORM. TEAMDUP DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE SERVICE. TEAMDUP DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TEAMDUP PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TEAMDUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TEAMDUP PARTIES SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM, SERVICE OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, SERVICE OR CONTENT IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE PLATFORM, SERVICE OR CONTENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold the TeaMDup Parties harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, or willful misconduct, any breach by you of these Terms of Use or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third-party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

Notices

Any notices to you from TeaMDup or its partners regarding the Service or this Agreement may be made by email, a posted notice on the Service, or regular mail, in the sole discretion of TeaMDup.

Electronic Communications

When you access or use the Service or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you via email or through the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use.

It is TeaMDup’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to TeaMDup by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for TeaMDup’s Copyright Agent for notice of claims of copyright infringement is as follows: Saper Law Offices, 505 N. LaSalle Dr., Suite 350, Chicago, IL 60654

Entire Agreement

This Agreement and any other agreements TeaMDup may post on the Service or that you and TeaMDup may execute from to time constitute the entire agreement between TeaMDup and you in connection with your use of the Service and supersede any prior agreements between TeaMDup and you regarding use of the Service, including prior versions of this Agreement.

Binding Arbitration / Class Waiver

YOU EXPRESSLY AGREES THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND TEAMDUP OR YOU AND ANY OF THE TEAMDUP PARTIES ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO TEAMDUP, THE PLATFORM, THE CONTENT OR THE SERVICE, OR ANY OTHER TEAMDUP GOODS, SERVICES OR ADVERTISING, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THIS AGREEMENT (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA'S COMMERCIAL ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.

Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case TeaMDup will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. TeaMDup also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.

The arbitration shall be conducted in Chicago, Illinois, except that, in the event Chicago, Illinois is not within 100 miles of your residence, the arbitration may be conducted within 100 miles of your residence in TeaMDup’s discretion, unless the parties agree otherwise in writing. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at www.adr.org.

Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and/or (c) any claim for equitable relief; then you and TeaMDup agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in Chicago, Illinois, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either party may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.

ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE JOINED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. NO ARBITRATION SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought exclusively in the state or federal courts located in Chicago, Illinois, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief shall be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the federal and state courts located in Chicago, Illinois for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph.

You can opt out of the provisions of this Agreement that require the arbitration of Disputes within 30 days of the date that you first agree to any version of this Agreement that requires arbitration of disputes with TeaMDup. To opt out, you must send your name, residence address, and email address together with a clear statement that you want to opt out of the requirement to arbitrate disputes with TeaMDup to: TeaMDupapp@gmail.com. Before you commence arbitration of a Dispute, you must provide us with a written Notice of Dispute that includes your name, residence address, username (if applicable) and email address associated with your User account (if applicable), a detailed description of the Dispute, and the relief you seek. Before we commence arbitration of a Dispute against you, we will provide a written Notice of Dispute to you with a detailed description of the Dispute and the relief we seek. Any Notice of Dispute you send to us should be emailed to TeaMDupapp@gmail.com, ATTN: Dispute Notice. If we are unable to resolve a Dispute within 30 days after the applicable Notice of Dispute is received, either party may commence arbitration. Notwithstanding anything to the contrary in this Agreement, if we make any future material modification to any provisions of this Agreement that govern the arbitration or resolution of Disputes, such changes will not apply to any Dispute between you and us for which either party had previously provided a written Notice of Dispute to the other in accordance with this paragraph. Further, if we make any future material changes to the provisions of this Agreement that govern the arbitration or resolution of Disputes, you may reject such changes by sending a written notice of your rejection decision to us at TeaMDupapp@gmail.com, ATTN: Arbitration Opt-Out within 30 days of the effective date of such modifications.

Governing Law; Venue; Severability of Provisions

This Service is controlled and operated by TeaMDup. Those who choose to access the Service do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable.

The validity, interpretation, construction and performance of this Agreement will be governed by the Federal Arbitration Act and the laws of the State of Illinois, without regard to any conflicts of law provisions.

All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. We both agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the unenforceable part to the extent permitted by law. Except as otherwise provided in this Agreement, the invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

No Agency Relationship

Neither this Agreement, nor any Content, materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between you and TeaMDup. You may not enter into any contract on our behalf or bind us in any way.

Assignment

You may not assign any of your rights under this Agreement, and any such attempt will be null and void. TeaMDup may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement to any affiliate or partner of TeaMDup or to another third party in the event that some or all of the business of TeaMDup is transferred to such other third party by way of merger, sale of its assets or otherwise.

Third Party Beneficiaries

Any use of third party software provided in connection with the Service, or any third party product or service accessed or used in connection with the Service, will be governed by the applicable third party’s license or terms of use, and not by this Agreement. In addition to this Agreement, your use of the Service must comply with all applicable third party terms of agreement.

Except for the foregoing or as otherwise specifically set forth in this Agreement, including with respect to the indemnification obligations contained herein in favor of the TeaMDup Parties and the agreement to arbitrate, we hereby expressly agree that there is no intent by either party to create or establish third party beneficiary status rights or their equivalent in any other referenced individual, subcontractor or third party, and, except as specifically set forth in this Agreement, that no third party shall have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.

Contacting Us

If you have any questions or concerns about this Agreement, please contact us by email at TeaMDupapp@gmail.com. We will attempt to respond to your questions or concerns promptly after we receive them.

Last Updated: October 24, 2020.