TEAMED FOR LEARNING TERMS OF SERVICE

Effective Date: March 1, 2018

Welcome to Teamedforlearning.com. Teamedforlearning.com is a marketplace platform for services performed by its users. It enables users to share their professional expertise with other people and organizations to design, develop, and maintain learning programs.

Your privacy is important to us: by default, other users are only able to see the username you provide to the website. The extent of additional information you want to provide for other users to see is up to your discretion.

The following Terms of Service govern your access to and use of the Teamed for Learning website, including any content, functionality and services offered on or through www.Teamedforlearning.com, by Teamedforlearning.com, Inc.

Please read the Terms of Service carefully before you start to use the Site. By using the Site, opening an account, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy and Intellectual Rights policy, which are incorporated herein by reference. This includes accepting and being bound by the mandatory binding arbitration and class action/jury trial waiver provision of this agreement. If you do not want to agree to these Terms of Service, you must not access or use the Site.

This Site is offered and available to users who are 18 years of age or older. If you are under 18 you may not use this Site or the Teamed for Learning services. By using this Site, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Site.

Our Customer Support team is available during regular business hours if you have any questions regarding the Site or Terms of Service.

1. Glossary of Key Terms

Agency Accounts are accounts that more than one person uses to offer services to buyers. Agency Accounts must meet specific requirements, as specified on the Site.

Buyers are users who purchase services on Teamed for Learning.

Custom Offers are exclusive proposals that a Teammate can create in response to the specific requirements of a buyer.

Custom Orders are requests made by a buyer to receive a Custom Offer from a Teammate.

Disputes are disagreements experienced during an order between a buyer and Teammate on Teamed for Learning.

Orders are the formal agreement between a buyer and Teammate after a purchase was made from the Teammate’s Service Information Description Page.

Order Page is where buyers and Teammates communicate with each other in connection with an ordered service.

Revenue is the money Teammates earn from completed orders.

Sales Balance is cleared revenue from completed orders for Teammates to withdraw or use to purchase services.

Services are services offered on Teamed for Learning.com.

Service Extras are additional services offered on top of the Teammate’s standard services for an additional price defined by the Teammate.

Service Information is where the Teammate can describe their services and terms, and the buyer can purchase the services and create an order.

Shopping Balance is shopping credit collected from cancelled orders or Teamed for Learning promotions to be used for purchasing services.

Teammates are users who offer and perform services through Teamed for Learning.

2. Overview of Main Terms of Service

  • Only registered users may buy and sell on Teamed for Learning. Registration is free.
  • Services on Teamed for Learning are offered at the prices set by the Teammates.
  • Buyers pay Teamed for Learning in advance to create an order.
  • Orders are purchased through the Order button found on a Teammate’s service description page or through a Custom Offer.
  • For fees and payments, please read the purchasing section below.
  • Teammates must fulfil their orders, and may not cancel orders on a regular basis or without cause. Cancelling orders will affect Teammates’ reputation and status and may result in exclusion from the site.
  • Teammates gain account statuses (Levels) based on their performance and reputation. Advanced levels provide their owners with benefits, including offering services for higher prices through Extras.
  • Users may not offer or accept payments using any method other than placing an order through Teamedforlearning.com.
  • Buyers are granted all rights for the delivered work unless otherwise specified by the Teammate on the service detail page.
  • Teamed for Learning retains the right to use all published delivered works for Teamed for Learning marketing and promotion purposes.
  • We care about your privacy. You can read our Privacy Policy here. The Privacy Policy is a part of these Terms of Service and is incorporated herein by reference. Both Teammates and buyers of the services can protect their anonymity by using nicknames (usernames) if they prefer to do so.

3. Teamed for Learning Accounts

Account Eligibility

To use the Site and certain Site Services, you must register for an Account. Teamed offers the Site and Site Services for your business purposes only, and not for personal, household, or consumer use. To use the Site and Site Services, you must have, and hereby represent that you have, an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation or other entity) and further represent that you intend to use the Site and Site Services for your business purposes only, unless you use the Site and Site Services solely as an employee and Agency Member of a registered Agency Account. You understand that you must comply with any licensing or registration requirements with respect to your business, and you represent that you comply with all such requirements. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for your use of the Site and the purchase or delivery of Teammate Services; and (c) perform your obligations as specified by any Service Contract that you enter into, unless such obligations are prohibited by applicable law or the Terms of Service. Teamed reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates the Terms of Service, or for any other reason or no reason in Teamed’s sole discretion.

You represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately cease using the Site and Site Services.

Identity Verification

When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity and your ability to represent your business on Teamed, if it is a separate legal entity. You authorize Teamed, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business.

Usernames and Passwords

When you register for an Account, you will be asked to choose a username and password for the Account. Each User will also be asked to choose the initial username and password (and can change the password for the Agency Account at any time).

You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Teamed for Learning to assume that any person using the Site with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password or the password of any User of your Account. You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account or Agency Account at any time.

4. Teammates

Basics

  • Teammates offer services on Teamedforlearning.com for purchase by buyers.
  • Teammates may also offer Custom Offers to buyers in addition to their services.
  • Each order you sell and successfully complete, credits your account with a percentage of the purchase amount. Current percentages are listed on the user levels page of the website.
  • Teamed for Learning credits Teammates once an order is completed. See our “Orders” section below for a definition of a completed order.
  • If an order is cancelled (for any reason), the funds paid will be refunded to the buyer’s Shopping Balance.
  • Unless otherwise explicitly stated, revenues may be subject to a safety clearance period of 14 days after the order is marked as complete, after which point funds will be available for withdrawal.
  • The Teammate’s rating is calculated based on the order reviews posted by buyers. High ratings allow Teammates to obtain advanced Teammate levels.
  • For security concerns, Teamed for Learning may temporarily disable a Teammate’s ability to withdraw revenue to prevent fraudulent or illicit activity. This may come as a result of security issues, improper behavior reported by buyers, or associating multiple Teamed for Learning accounts to a single withdrawal provider.
  • Teammates may not promote any Teamed for Learning content or identify themselves as Teamed for Learning affiliate via the AdWords platform or any other form of advertising.

Professional Services

  • Teammates are allowed to post an unlimited amount of active Services, as long as they are approved by the Teamed for Learning staff.
  • Services created on Teamed for Learning are User Generated Content.
  • Services may be removed by Teamed for Learning for violations to these Terms of Service, which may include (but are not limited to) the following violations and/or materials:
  1. Illegal or Fraudulent services
  2. Copyright Infringement, Trademark Infringement, and violation of a third party’s terms of service reported through our Intellectual Property Claims Policy found here.
  3. Adult oriented services, Pornographic, Inappropriate/Obscene
  4. Intentional copies of Services
  5. Spam, Nonsense, or Violent Services
  6. Services misleading to buyers
  7. Reselling of regulated goods
  • Services that are removed for violations mentioned above may result in the suspension of the Teammate’s account.
  • Services that are removed for violations are not eligible to be restored or edited.
  • Services may be removed from our Search feature due to poor performance and/or user misconduct.
  • Services may include pre-approved website URLs contained within the Services description and requirements box. Services containing websites promoting content, which violates Teamed for Learning’s Terms of Service, will be removed.
  • Services are required to have an appropriate Services image related to the service offered. An option to upload additional Services images is available to all Teammates.
  • Services may contain an approved Video uploaded through the Services management tools available on Teamed for Learning.
  • Statements on the Service description page that undermine or circumvent these Terms of Service is prohibited.
  • Services are expected to be offered at a reasonable rate based upon the type of service and the experience of the Teammate. Teamed for Learning reserves the right to question the pricing of services that are judged to be offered outside the reasonable price range.

Service Extras

  • Service Extras are additional services offered on top of the Teammate’s service for an additional price defined by the Teammate.
  • Service Extras may be removed for violations of our Terms of Service. For specific terms, please see the Teamed for Learning Services section above for a list of services that violate our Terms of Service.
  • Services offered through Extras must be related to the base service and part of the deliverables on the order.
  • Teammates have the option to extend the duration of an order for each Extra that is added to the order. This is to cover the time needed to complete the extra service.

Levels

We seek to empower top performing Teammates (“Expert Service Providers”) with helpful tools to grow their business. Teammates who invest in self-promotion may achieve greater customer satisfaction. And, if they deliver on time and maintain high quality and ratings, Teamed for Learning may reward them with new statuses, special opportunities, benefits, and tools that come with it.

  • Teamed for Learning Teammates can gain account levels based on their activity, performance and reputation. The advancement criteria can be found on the website.
  • Advancement in Levels are updated periodically by an automated system.
  • The current Levels a Teammate can achieve are, Level 0, Level 1, Level 2, and Top Rated.
  • Teammates who cannot maintain their high quality service, experience a severe drop in ratings, or stop delivering on time risk losing their Teammate status and the benefits that come with it. For example, late deliveries, warnings to the Teammate’s account and cancellations can cause a Teammate to move to a different Level.
  • Advanced levels provide their owners with additional benefits, including offering extras for higher prices through Service Extras.

Top Rated Teammates

  • Top Rated Teammates are chosen manually by Teamed for Learning staff based on seniority, volume of sales, extremely high rating, exceptional customer care and community leadership. Top Rated Teammates gain access to more extensive features than previous levels, including exclusive access to beta features and VIP support.
  • Top Rated eligibility is constantly evaluated by Teamed for Learning to ensure the quality standards of the Top Rated selection is kept constant or improving. Top Rated Teammates who cannot maintain their high quality service through a severe drop in ratings, timely delivery of services, or violation of our Terms of Service risk losing their Top Rated status and the benefits that come with it.

Teammate Features

Teamed for Learning Teammates have access to several exclusive features that help customize the way
their services can be offered.

Custom Offer

  • Teammates can send Custom Offers addressing specific requirements of a buyer. Custom Offers
    are defined by the Teammate with the exact description of the service, the price and the time
    expected to deliver the service.
  • Custom Offers are sent from the conversation page.

5. Withdrawing Revenues

  • To withdraw your revenue, you must have an account with at least one of Teamed for Learning’s withdraw methods.
  • Unless otherwise explicitly stated, revenues are only made available for withdrawal from the Revenue page following a safety clearance period of 14 days after the order is marked as
    complete.
  • To withdraw your available revenue, you must click on the designated withdrawal provider to initiate the withdrawal process.
  • Withdrawals can only be made in the amount available to you.
  • Withdrawal fees vary depending on the withdrawal method.
  • Withdrawals are final and cannot be undone. We will not be able to refund or change this process once it has begun.BUYERS

Basics

  • You may not offer direct payments to Teammates using payment systems outside of the Teamedfor Learning Order system. This ensures your money is protected and enables you to cancel the
    service for a full refund.
  • Teamed for Learning retains the right to use all publicly published delivered works for Teamed for Learning marketing and promotional purposes, with your privacy protected.
  • Buyers may request a specific service from the Post a Request feature found on the website. Services requested on Teamed for Learning must be an allowed service on teamedforlearing.com.

Purchasing

  • Buyers pay Teamed for Learning to create an order from a Teammate’s service page or Custom Offer, using the Order Now button.
  • In addition, buyers can request a Custom Order which addresses specific buyer requirements, and receive a Custom Offer from Teammates through the site.
  • Services may be purchased using one of the following payment methods: PayPal, Payoneer, or Direct Deposit.
  • Processing fees are added at the time of purchase where a buyer can review and accept the total amount requested to pay. These fees cover payment processing and administrative fees. When purchasing from your Teammate’s balance (i.e. out of your earned revenues) or buyer’s shopping
    balance (resulting from any credits or refunds) you will not be charged a processing fee. Funds
    returned to your balance from cancelled orders will not include processing fees paid.
  • If you have funds in your account balance, either from your Shopping or available Revenue balance, it will be automatically applied to your next purchase, but only in the event that your balance covers the entire purchase amount.
  • You may not offer Teammates to pay, or make payment using any method other than through the Teamedforlearning.com site. In case you have been asked to use an alternative payment method, please report it immediately to Customer Support at support@teamed.flywheelsites.com.
  • To protect against fraud, unauthorized transactions (such as money laundering), claims or other liabilities, we do not collect credit information; but allow our payment vendors to collect information for the purpose of collecting payments from buyers on the Site or transferring
    payments to Teammates on the Site. We are not exposed to the payment information provided to
    our payment vendors, and this information is subject to the privacy policy applicable to the
    payment vendor. Please see our Privacy Policy for more information here.

6. Orders

Basics

  • Once payment is confirmed, your order will be created and you will be given a unique Teamed for Learning order number.
  • Teammates must deliver completed files and/or proof of work using the Deliver Work button (located on the Order page) according to the service that was purchased and advertised on their Service Card.
  • Using the Deliver Work button may not be abused by Teammates to circumvent Order guidelines described in this Terms of Service. Using the “Deliver Work” button when an order was not fulfilled may result in a cancellation of that order after review, affect the Teammate’s rating and result in a warning to Teammate.
  • An order is marked as complete after the order is marked as Delivered and then rated by a buyer. An order will be automatically marked as complete if not rated and no request for modification was submitted within 3 days after marked as Delivered.

Handling Orders

  • When a buyer orders a service, the Teammate is notified by email and through site notifications while logged into the account.
  • Teammates are required to meet the delivery time they specified when creating their Services. Failing to do so will allow the buyer to cancel the order when an order is marked as late and may harm the Teammate’s status.
  • Teammates must send completed files and/or proof of work using the Deliver Completed Work button (located on the Order page) to mark the order as Delivered.
  • Users are responsible for scanning all transferred files for viruses and malware. Teamed for Learning will not be held responsible for any damages which might occur due to site usage, use of content or files transferred.
  • A Teammate may cancel an order without the buyer’s consent at any given moment (Force
    Cancellation). However, this will have a negative effect on the Teammate’s status.
  • Buyers may use the “Request Revisions” feature located on the Order page while an order is marked as Delivered if the delivered materials or services do not match the Teammate’s description on their Service page or they do not match the requirements sent to the Teammate at
    the beginning of the order process.

Reviews

  • Feedback reviews provided by buyers while completing an order are an essential part of Teamed for Learning rating system. Reviews demonstrate the buyer’s overall experience with the Teammates and their service. Buyers are encouraged to communicate to the Teammate any concerns experienced during their active order in regards to the service provided by the Teammate.
  • Leaving a buyer’s feedback is a basic prerogative of a buyer. Feedback reviews will not be removed unless there are clear violations to our Terms of Service.
  • To prevent any misuse of our Feedback system, all feedback reviews must come from legitimate sales executed exclusively through the Teamed for Learning platform from users within our community. Purchases arranged, determined to artificially enhance Teammate ratings, or to
    abuse the Teamed for Learning platform with purchases from additional accounts, will result in a
    permanent suspension of all related accounts.
  • Feedback comments given by buyers are publicly displayed on a Teammate’s Service page. Buyers have the option not to include a comment, but still rate the service.
  • Withholding the delivery of services, files, or information required to complete the service with the intent to gain favourable reviews or additional services is prohibited.
  • Responding and posting a review: Once work is delivered, the buyer has three days to respond and post a review. If no response is provided within the response period, the order will be
    considered completed.

7. Disputes and Cancellations

We encourage our buyers and Teammates to try to settle conflicts amongst themselves. If for any reason this fails after communicating with the other party, users can contact the Teamed for Learning Customer Support department for assistance at support@teamed.flywheelsites.com.

Basics

  • Order cancellations can be performed either through Teamedforlearning.com or, when eligible, through Customer Support.
  • Filing a transaction dispute or reversing a payment through your payment provider or your bank is a violation to these Terms of Service. Doing so may result in temporarily disabling your account and investigating possible security violations. Note: once you have filed a dispute with your payment provider, the funds will be ineligible for a refund due to our obligations towards the payment provider.
  • In the event that a buyer or Teammate encounters an issue related to the service provided in an order, you are encouraged to use the Site’s dispute resolution tools to attempt to resolve the matter.
  • Teamed for Learning reserves the right to cancel orders or place funds on hold for any suspected fraudulent transactions made on the Site.
  • All transfer and assignment of intellectual property to the buyer shall be subject to full payment for the Service and the delivery may not be used if payment is cancelled for any reason.
  • Revisions to deliveries can be performed by Teammates based on the Teammate’s Service and customer care.
  • Requesting to gain more services from Teammates beyond the agreed requirements by using the Request Revisions button is not allowed.
  • Buyers who purchase services are presumed also to have purchased the commercial use rights for those services.

Order Cancellations

  • Teamed for Learning encourages Buyers and Teammates to resolve service disputes
    independently.
  • Eligibility for requests to Teamed for Learning to cancel an order will be assessed by our Customer Support team based on a number of factors, including violations to our Terms of
    Service, general misconduct, and improper usage of the Teamed for Learning delivery system.
    See below for Order specific eligibility.
  • Completed orders may be cancelled, upon review of our Customer Support team, up to 14 days after the order is marked as complete.
  • Orders are not eligible to be cancelled based on the quality of service/materials delivered by the Teammate if the service was rendered as described in the Service page. Buyers may rate their experience with the Teammate on the order page, including the overall level of service quality received.
  • Buyers must communicate with their Teammate prior to contacting Customer Support. Customer Support will not take any action against Orders where the buyers failed to inform their Teammate of issues related to the Teammate’s service and will allow Teammates to provide a resolution first. This does not include non-permitted usage of Teamed for Learning.
  • Any non-permitted usage of Teamed for Learning encountered during an Order, after being
    reviewed by our Customer Support team, may result in the order being cancelled. This includes, but is not limited to; harassment, unlawful behavior, or other violations to Teamed for Learning’s Terms of Service.
  • Teamed for Learning Customer Support will cancel orders based on, but not limited to, the following reasons:
    1. Active orders (after the buyer submits their requirements and before the Teammate
      delivers on Teamed for Learning)

      • The Teammate is late and unresponsive.
      • Users are abusive towards the other party through threats of low ratings or leveraging order materials (such as logins, personal information) against each other.
      • Users supplied or included copyright/trademark infringing materials as part of the Buyer requirements or the Teammate’s delivery.
      • The user is no longer an active Teamed for Learning user due to Terms of Service violations or closure of their account.
    2. Delivered Orders (after the Teammate clicks Deliver Now and before the order is
      marked as complete)

      • The Teammate uses the Delivery system to extend the delivery due date to complete the requested service without providing the final delivered service to buyers.
      • Note: Multiple reported offenses will result in permanent suspension of the account.
      • The Teammate delivers no files and/or proof of work related to the agreed upon order requirements.
      • Note: Subjectivity of the materials in question will be reviewed by our Customer Support team.
      • The Teammate requests additional payments, on or off the Teamed for Learning platform, by withholding the final delivery of services directly related to the agreed requirements.
      • The Teammate is withholding the final delivery of services for improved ratings.
      • Buyers who abuse the Request Revisions button to gain more services from Teammates beyond the agreed requirements.
      • Buyers who threaten to leave a damaging review to gain more services from the Teammate not related to the agreed requirements.
    3. Completed Orders (after the order is marked as complete and before the 14 day
      limitation)

      • Users who have been reported to use copyright/trademark infringing materials after verification and with proof.

Refunds

  • Teamed for Learning does not automatically refund payments made for cancelled orders back to your payment provider. Funds from order cancellations are refunded to the buyer’s balance as credit and are available for future purchases on Teamedforlearning.com. Funds returned to your balance from cancelled orders will not include processing fees paid.
  • Deposit refunds, when available from the payment provider, can be performed by our Customer Support team. To prevent fraud and abuse, we limit the total amount of times users can request a payment provider refund from their account. Such refunds may be subject to an additional fee.

Non-Payment

Non-Payment
If a Buyer fails to pay the Teammate’s Fees or any other amounts due under the Terms of Service, whether by canceling the Buyer’s credit or debit card, initiating an improper chargeback, or any other means, Teamed for Learning may suspend or close the Buyer’s Account and revoke the Buyer’s access to the Site, including Buyer’s authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Teammate Services. Without limiting other available remedies, Buyer must pay Teamed for Learning upon demand for amounts owed under the Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Teamed for Learning, at our discretion, may set off amounts due against other amounts received from or held by Teamed for Learning for Buyer, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.

Formal Invoices and Taxes

Teamed for Learning will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Teammate’s Fees. Teammate will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Teammate’s Fees and for issuing any invoices so required. Teammate will also be solely responsible for determining whether: (a) Teammate or Teamed for Learning is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Teammate’s Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Teamed for Learning, as appropriate; and (b) Teamed for Learning is required by applicable law to withhold any amount of the Teammate Fees and for notifying Teamed for Learning of any such requirement and indemnifying Teamed for Learning (either by Teamed for Learning, at our sole discretion, offsetting the relevant amount against a future payment of Teammate Fees to Teammate or Teammate reimbursing Teamed for Learning for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Teamed for Learning, Teammate agrees to promptly cooperate with Teamed for Learning and provide copies of Teammate’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Teammate is engaging in an independent business as represented to Teamed for Learning.

US Dollars and Foreign Currency Conversion

The Site and the Site Services operate in U.S. Dollars. If Buyer’s Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make payments in U.S. Dollars, the Site may display foreign currency conversion rates that Teamed for Learning or other Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Buyer, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and either Teamed for Learning or another Affiliate does not support the foreign currency or Buyer does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, an Affiliate will charge Buyer’s Payment Method in U.S. Dollars and Buyer’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Buyer’s Payment Method provider. Buyer’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Buyer’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Buyer’s sole risk. Teamed for Learning and other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars. Teamed for Learning and other Affiliates are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or automated clearinghouse to and from the Accounts.

8. User Conduct and Protection

Teamed for Learning enables people around the world to share expert services. Services offered on Teamed for Learning reflect the diversity of an expanding Service economy.

Teamed for Learning maintains a friendly, community spirited, and professional environment. Users should keep to that spirit while participating in any activity or extensions of Teamed for Learning. This section relates to the expected conduct users should adhere to while interacting with each other on Teamedforlearning.com.

To report a violation of our Terms of Service, User Misconduct, or inquiries regarding your account, please contact our Customer Support team at support@teamed.flywheelsites.com.

Basics

  • To protect our users’ privacy, user identities are kept anonymous. Requesting or providing Email addresses, Skype/IM usernames, telephone numbers or any other personal contact details to communicate outside of Teamed for Learning in order to circumvent or abuse the Teamed for Learning messaging system or Teamed for Learning platform is not permitted.
  • Any necessary exchange of personal information required to continue a service may be exchanged within the order page.
  • Teamed for Learning does not provide any guarantee of the level of service offered to buyers. You may use the dispute resolution tools provided to you in the order page.
  • Teamed for Learning does not provide protection for users who interact outside of the Teamed for Learning platform.
  • All information and file exchanges must be performed exclusively on Teamed for Learning’s platform.
  • Rude, abusive, improper language, or violent messages sent to users will not be tolerated and may result in an account warning or the suspension/removal of your account.

Orders

  • Users who order services from competing Teammates with the intent of deliberately providing low ratings will have their reviews removed and/or further account status related actions determined by review by our Customer Support team.
  • Users are to refrain from spamming or soliciting previous Buyers or Teammates to pursue removing/modifying reviews or cancelling orders that do not align on Order Cancellation or Feedback policies.
  • Teamed for Learning reviews cases of payment provider chargebacks and disputes on behalf of Teammates. Although results vary per case due to each chargeback reason, we work hard on resolving disputes in the Teammate’s favor. If the chargeback case allows, Teamed for Learning will return portions or full revenue back to Teammates.

Services

  • Users may report Services to Customer Support that may be in violation of Teamed for Learning’s Terms of Service based on the reported Services’s replicated similarity to pre-existing services (copycat Services).
  • Teamed for Learning will respond to clear and complete notices of alleged copyright or trademark infringement. Our Intellectual Property claims procedures can be reviewedhere

Reporting Violations

If you come across any content that may violate our Terms of Service, you should report it to us through the appropriate channels created to handle those issues as outlined in our Terms of Service. All cases are reviewed by our Trust & Safety team. To protect individual privacy, the results of the investigation are not shared. You can review our Privacy Policy for more information.

Violations

Users may receive a warning to their account for violations of our Terms of Service or any user misconduct reported to our Trust and Safety team. A warning will be sent to the user’s email address and will be displayed for such user on the Site. Warnings do not limit account activity, but can lead to your account losing Teammate statuses or becoming permanently disabled based on the severity of the violation.

Non-Permitted Usage

Adult Services & Pornography – Teamed for Learning does not allow any exchange of adult oriented or pornographic materials and services.

Inappropriate Behavior & Language – Communication on Teamed for Learning should be friendly, constructive, and professional. Teamed for Learning condemns bullying, harassment, and hate speech towards others.

Phishing and Spam – Teamed for Learning takes the matter of its members’ security seriously. Any attempts to publish or send malicious content with the intent to compromise another member’s account or computer environment is strictly prohibited. Please respect our members privacy by not contacting them for commercial purposes without their consent.

Privacy & Identity – You may not publish or post other people’s private and confidential information. Any exchange of personal information required for the completion of a service must be provided in the order page. Teammates further confirm that whatever information they receive from the buyer, which is not in the public domain, shall not be used for any purpose whatsoever other than for the delivery of the work to the buyer. Any users who engage and communicate outside of the Teamed for Learning site will not be protected by our Terms of Service.

Intellectual Property Claims – Teamed for Learning will respond to clear and complete notices of alleged copyright or trademark infringement and/or violation of third party’s terms of service. Our Intellectual Property claims procedures can be reviewed in our Intellectual Property Policy.

Fraud / Unlawful Use – You may not use Teamed for Learning for any unlawful purposes or to conduct illegal activities.

Abuse and Spam

Multiple Accounts – To prevent fraud and abuse, users are limited to one active account. Any additional account determined to be created to circumvent guidelines, promote competitive advantages, or mislead the Teamed for Learning community will be disabled. Mass account creation may result in disabling of all related accounts. Any violations to Teamed for Learning’s Terms of Service is cause for permanent and immediate suspension of all accounts, with or without notice.

Targeted Abuse – We do not tolerate users who engage in targeted abuse or harassment towards other users on Teamed for Learning. This includes creating new multiple accounts to harass members through our message or ordering system.

Selling Accounts – You may not buy or sell Teamed for Learning accounts.

9. Links and Applications

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access to and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Teamed for Learning is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

10. Site Updates

We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated with such Update. Teamed for Learning reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Teamed for Learning will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.

11. Non-Circumvention

You acknowledge and agree that a substantial portion of the compensation Teamed for Learning receives for making the Site available to you is collected through the Service Fee from completed transactions.. Teamed for Learning only receives this Service Fee when a Buyer and a Teammate pay and receive payment through the Site. Therefore, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period“), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Teamed for Learning Relationship“). You may opt-out of this obligation only by hiring the Teammate as an employee and paying the appropriate Conversion Fee as negotiated with Teamed for Learning in an enterprise agreement. The standard Teamed for Learning Conversion Fee is 20%.

Except in the case of a Conversion Fee payment as described above, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

  • Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
  • Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
  • Invoice or report on the Site an invoice or payment amount lower than that actually agreed between Users.

You agree to notify Teamed for Learning immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Teamed for Learning by sending an email message to: support@teamed.flywheelsites.com.

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to cease using the Site, you may pay the Conversion Fee for each other User you wish to continue working with on whatever terms you agree after you cease using the Site.

General Terms

  • Teamed for Learning reserves the right to put any account on hold or permanently disable accounts due to breach of these terms of service or due to any illegal or inappropriate use of the Site or services.
  • Violation of Teamed for Learning’s Terms of Service may result in your account being disabled permanently.
  • Users with disabled accounts will not be able to sell or buy on Teamed for Learning.
  • Users who have violated our Terms of Service and had their account disabled may contact our Customer Support team for more information surrounding the violation and status of the account.
  • Users must be able to verify their account ownership through Customer Support by providing materials that prove ownership of that account.
  • Teammates will be able to withdraw their revenues from disabled accounts after a safety period of 90 days following full verification of ownership of the account in question, from the day of the last cleared payment received in their account and subject to Teamed for Learning’s approval.
  • Every attempt should be made by Teammates and buyer to resolve their disputes through direct communication. If this is unsuccessful, contact Teamed for Learning Customer Support.
  • Teamed for Learning may make changes to its Terms of Service from time to time. When these changes are made, Teamed for Learning will make a new copy of the terms of service available on this page.
  • You understand and agree that if you use Teamed for Learning after the date on which the Terms of Service have changed, Teamed for Learning will treat your use as acceptance of the updated Terms of Service.

12. Enterprise Service Contract Terms

Unless otherwise expressly agreed to in writing by both Users, and except for Teammate Services using Teamed for Learning Payroll, the default terms and conditions of the Service Contract that a Teammate enters directly with a Buyer when the Teammate agrees to provide Services to the Buyer are as set forth in this Section. Users may agree amongst themselves upon on any additional or different terms for their Service Contract as long as such terms do not and do not affect the rights or responsibilities of Teamed for Learning or violate the Terms of Service. Teamed for Learning is not a party to any Service Contract by or between Users.

Users agree that the terms concerning the Service Contract described on the Site, including Teammate Fees, rates, hours, and milestones, form part of the Service Contract. Users agree to obtain the consent of the other before making changes to the Service Contract by adding additional or different milestones or making other changes to the Service Contract on the Site. If consent of the other party is not first obtained, the other party may either reject such changes by terminating the Service Contract or accept such changes by continuing to work on the Service Contract.

Services

Teammate will perform the Services in a professional and diligent manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Services will be determined and controlled solely by Teammate, which is engaged by Buyer as an independent contractor.

Responsibility For Employees and Subcontractors, Including Agency Members

To ensure accurate billing, work billed for Hourly Contracts under a Teammate’s Account must be performed by the Teammate that has the Account. With an Agency Account, the Agency may bill for hourly work done by Agency Members.

If a User subcontracts with or employs third parties to perform Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, or agent of a User, including an Agency Member, that the User engages to perform any work on its behalf under a Service Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Service Contracts, including ensuring that the services comply with the Terms of Service (including confidentiality and intellectual property obligations). Each Agency specifically acknowledges and agrees that Agency Members have the authority to bind the Agency to Service Contracts entered into by Agency Members on behalf of the Agency.

Teammate, Agency, Delegee, and Buyer acknowledge and agree that Delegees are not employees, independent contractors or agents of Teamed for Learning or Buyer. Agency, Delegee, and Teammate represent, warrant, and covenant that: (a) Agency and, if applicable, each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) neither Teamed for Learning nor Buyer has the right or power to supervise or control Delegees; and (c) no Delegees of any Agency or other User will have any claim under this Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from Teamed for Learning or Buyer.

With respect to Delegees, Teamed for Learning merely provides the platform for Agency or Teammate to communicate and share information with Buyers and, if they are Users, with Delegees. Agency, Delegee, and Teammate understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Agency, Teammate, and/or Buyer and not by Teamed for Learning. Agency, Delegee, and Teammate acknowledge and agree that Delegees are not employees or independent contractors of Teamed for Learning, and further acknowledge and agree that they will not be providing any services to Teamed for Learning (directly or indirectly) while employed or engaged by the Agency or another User.

Agency, Delegee, and Teammate acknowledge and agree that Teamed for Learning does not, in any way, supervise, direct, or control Delegees; Teamed for Learning does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; Teamed for Learning will not provide Delegees with training or any equipment, labor, or materials needed for a particular Service Contract; and Teamed for Learning does not provide the premises at which the Delegees will perform the work.

Buyer Payments and Billing

For Hourly Contracts and Fixed-Price Contracts, Buyer becomes obligated immediately upon sending the Contract offer or upon activating any additional milestone.

Termination of a Service Contract

Under Hourly Contracts, either Buyer or Teammate has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Teammate Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Buyer remains obligated to pay the Teammate Fees for any Teammate Services provided prior to termination of the Hourly Contract.

Under Fixed-Price Contracts, once a Buyer’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Buyer by Teammate, the Service Contract does not terminate until the Teammate Services are completed. However, either Buyer or Teammate has the right to terminate a Fixed-Price Contract at any time with the consent of the other party or in the event of a material breach. If a Fixed-Price Contract is terminated, Buyer does not have the right to recover any payments already released to Teammate from the escrow account for the Engagement.

Worker Classification

Other than as provided under an Enterprise Agreement separately entered into with Teamed for Learning, Buyer is responsible and assumes all liability for determining whether Teammates are independent contractors or employees and engaging them accordingly; Teamed for Learning disclaims any liability for such determination or the related Engagement. The Terms of Service do not create a partnership or agency relationship between Users. Teammate does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Teamed for Learning. For Service Contracts classified as independent contractor relationships, Buyer may not require an exclusive relationship. A Teammate classified as an independent contractor is free at all times to provide Teammate Services to persons or businesses other than Buyer, including any competitor of Buyer.

For Teammate Services classified as employment, Buyer must sign an Enterprise Agreement with Teamed for Learning and, if appropriate, pay the applicable Conversion Fee. For all purposes with Teamed for Learning Payroll, the employer of the Teammate will be the third-party Staffing Provider and not Teamed for Learning under any circumstances.

Employment Services

If a Buyer will receive services from a Teammate it has classified as an employee, then the Buyer agrees that the Teamed for Learning Enterprise Agreement applies. If a Buyer has signed an Enterprise Agreement, Teamed for Learning’s third-party staffing vendor (the “Staffing Provider“) will hire the Teammate at the request of Buyer and assign the Teammate to work for Buyer.

If a Teammate decides to work for a Buyer under an Enterprise Agreement, then Teammate acknowledges that Teammate has agreed to become a Payroll Employee, employed by the Staffing Provider and assigned to Buyer, based on Teammate’s own determination that Buyer offers work acceptable and appropriate for Teammate on acceptable employment terms, including, without limitation, an authorization for a background check, an employment agreement or offer letter, applicable tax forms, and an I-9 or other documentation to establish authorization for employment in the applicable country (collectively, the “Employment Paperwork“). Teammate will not become an employee of the Staffing Provider and will not start work until all Employment Paperwork has been completed and returned to the Staffing Provider, and the Staffing Provider has accepted Teammate as an employee. Once Teammate becomes an employee of the Staffing Provider, unlike independent contractor engagements, Teammate understands that he/she will not have the right to control the manner and means by which he/she works and will be subject to the Staffing Provider’s policies and requirements.

With respect to Payroll Employees, Teamed for Learning merely provides the platform for Teammate to communicate and share information with the Staffing Provider and Buyer. Teammate understands and agrees that the pay rate, work hours, employment dates and working conditions will be established or confirmed by the Staffing Provider and/or Buyer and not by Teamed for Learning, and that Teammate will not have any contract on the Teamed for Learning Site or with Teamed for Learning regarding such employment terms; any job posting, proposal, pay rate or other information in the platform is solely for the purpose of enabling the Payroll Employee to communicate with the Staffing Provider and the Buyer. Teammate acknowledges and agrees that he/she is not an employee of Teamed for Learning, and that he/she will not be providing any services to Teamed for Learning (directly or indirectly) while employed by the Staffing Provider unless Teamed for Learning is expressly designated in writing as the Buyer.

Teammate understands and agrees that Teammate is responsible for accurately recording Teammate’s work hours and reporting all hours worked to the Staffing Provider. By completing and/or submitting a Time Log, Teammate verifies that the hours worked reflected in the Time Log are accurately recorded and include all hours worked, including but not limited to any overtime hours and any paid rest breaks that Teammate is authorized to take by the Staffing Provider and/or by applicable law. Any provision of this Agreement that would conflict with applicable law regarding the timing or amount of wage payments shall not apply to any Payroll Employee.

Teammate agrees to personally provide all services for any contract under which the Teammate is working as a Payroll Employee. Teammate acknowledges that Teammate, and not Teamed for Learning or the Staffing Provider, will be responsible for timely and professionally completing all work that he or she is assigned while working as a Payroll Employee.

Records of Compliance

Users will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and any Teamed for Learning Enterprise Agreement, and (2) provide copies of such records to Teamed for Learning upon request.  

Users expressly agree that they will take all appropriate measures to comply with the Family Educational Rights and Privacy Act (“FERPA”), including ensuring that Teammates are trained regarding FERPA requirements whenever Teammates have access to student education records. Information regarding the requirements of FERPA is available through the United States Department of Education at https://www2.ed.gov/policy/gen/guid/fpco/ferpa/index.html?

Nothing in this subsection requires or will be construed as requiring Teamed for Learning to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.

Relationship with Teamed for Learning

Teamed for Learning is not a party to the dealings between Buyer and Teammate, including posts, proposals, screening, selection, contracting, and performance of Teammate Services. Except as explicitly agreed in writing, Teamed for Learning does not introduce Teammates to Buyers or help Teammates find Engagements. Teamed for Learning merely makes the Site Services available to enable Teammates to identify and determine the suitability of Buyers for themselves and to enable Buyers to identify and determine the suitability of Teammates for themselves. Regardless of whether Teamed for Learning has helped to facilitate an introduction between Teammates and a Buyer, Teamed for Learning does not, in any way, supervise, direct, or control Teammates or Teammates’ work. Teamed for Learning does not set Teammates’ work hours, work schedules, or location of work, nor is Teamed for Learning involved in determining if the Teammate Fees will be set at an hourly or fixed rate for a Service Contract. Teamed for Learning will not provide Teammates with training or any equipment, labor, or materials needed for a particular Service Contract. Teamed for Learning does not provide the premises at which Teammates will perform the work. Teamed for Learning makes no representations about, and does not guarantee the quality, safety, or legality of, the Teammate Services; the truth or accuracy of Teammates’ listings on the Site; the qualifications, background, or identities of Users; the ability of Teammates to deliver the Teammate Services; the ability of Buyers to pay for the Teammate Services; or that a Buyer or Teammate can or will actually complete a transaction.

Unless a Buyer has entered into a Teamed for Learning Enterprise Agreement and a Teammate has been categorized as an employee, Teamed for Learning does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Buyer or Teammate, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Teammate’s performance, and Buyer’s acceptance, of Teammate Services.

Teamed for Learning is not required to and may not verify any feedback or information given to us by Teammates or Buyers, nor does Teamed for Learning perform background checks on Teammates or Buyers.

You hereby acknowledge and agree that Teamed for Learning may provide information on the Site about a Teammate or Buyer, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Teammates or Buyers voluntarily submit to Teamed for Learning and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Teamed for Learning; Teamed for Learning provides such information solely for the convenience of Users.

Third-Party Beneficiary

Users appoint Teamed for Learning as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, Teamed for Learning hereunder. For example, certain parts of this Agreement prohibit certain terms in any Service Contract and Teamed for Learning is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Users further agree that Teamed for Learning has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as Teamed for Learning, in its sole discretion, deem necessary to enforce its rights as a third-party beneficiary under the Service Contracts.

The Terms of Service and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Teamed for Learning, except and solely to the extent expressly stated in this Agreement.

Communication From You To Teamed for Learning

All notices to Teamed for Learning or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Attn: Legal, P.O. Box 861623 Warrenton, VA 20187; or (c) in writing via email to legal@teamed.flywheelsites.com. All such notices are deemed effective upon receipt by Teamed for Learning. Teamed for Learning does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Teamed for Learning or its registered agent for service of process.

Teamed for Learning’s Role

You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Buyers and/or Teammates; (b) Teamed for Learning is not a party to any Service Contracts between Buyers and Teammates; (c) you are not an employee of Teamed for Learning, and Teamed for Learning does not, in any way, supervise, direct, or control the Teammate or Teammate Services; (d) Teamed for Learning will not have any liability or obligations under or related to Service Contracts for any acts or omissions by you or other Users; (e) Teamed for Learning has no control over Teammates or the Teammate Services offered or rendered by Teammates; and (f) Teamed for Learning makes no representations as to the reliability, capability, or qualifications of any Teammate or the quality, security, or legality of any Teammate Services, and Teamed for Learning disclaims any and all liability relating thereto.

User Generated Content

User Generated Content (“UGC”) refers to the content added by users as opposed to content created by the Site. All content uploaded to Teamed for Learning by our users (Buyers and Teammates) is User Generated Content. Teamed for Learning does not systematically check user uploaded/created content for appropriateness, violations of copyright, trademarks, other rights or violations. We invite everyone to report violations together with proof of ownership as appropriate. Reported violating content may be removed or disabled. Violating users’ account will be deleted and any outstanding balance will be credited back to the Buyers’ accounts.

Furthermore, Teamed for Learning is not responsible for the content, quality or the level of service provided by the Teammates. We provide no warranty with respect to the Services, their delivery, and any communications between buyers and Teammates. We encourage users to take advantage of our rating system, our community and common sense in choosing appropriate service offers.

By offering a service, the Teammate undertakes that he/she has sufficient permissions, rights and/or licenses to provide, sell or resell the service is offered on Teamed for Learning. Teammates advertising their Service online must comply with laws and terms of service of the advertising platform or relevant website used to advertise. Failing to do so may result in removal of the Service and may lead to the suspension of Teammate’s account.

For specific terms related to Intellectual Property rights and for reporting claims of copyright infringement (DMCA notices) or trademark infringement – please see our Intellectual Property page, which forms an integral part of these Terms of Service. Note that it is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers. Infringing accounts will be deleted and any outstanding balance will be credited back to the Buyers’ accounts.

Confidentiality and Nondisclosure

Teammates further agree that whatever Confidential Information they receive from Teamed for Learning or from Buyer shall be kept confidential and shall not be shared or used for any purpose whatsoever other than for the delivery of the ordered work to the buyer.  

“Confidential Information” means any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to Teamed for Learning or Buyer’s business processes, employee information, financial data, operating results, strategic plans, attorney-client communications, projections for new business opportunities or new or developing business, and technological innovations in any stage of development.

The obligation of confidentiality with respect to Confidential Information does not apply to any information:

  • If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by Teammate or any of Teammate’s representatives;
  • If the information is or was received by Teammate from a third party source which, to the best knowledge of Teammate or Teammate’s Representatives, is or was not under a confidentiality obligation to Teamed for Learning or Buyer with regard to such information;
  • If the information is disclosed by Teammate with prior written permission and approval from Teamed for Learning or Buyer, as applicable;
  • If the information is independently developed by Teammate prior to disclosure without the use and benefit of any Confidential Information; or
  • If Teammate or any of Teammate’s Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, Teammate or Teammate’s Representatives give prompt written notice of that fact to Teamed for Learning or Buyer prior to disclosure so that Teamed for Learning or Buyer may request a protective order or other remedy to prevent or limit such disclosure.

Teammate and Teammate’s Representatives agree to retain the Confidential Information in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination of Confidential Information.

Teammate and Teammate’s Representatives shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material.

Upon completion of a requested service, upon termination of Teammate’s relationship with Teamed for Learning, or upon request by Teamed for Learning or Buyer – whichever occurs first – Teammate will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Teamed for Learning or Buyer.

If there is an unauthorized disclosure or loss of any of the Confidential Information by Teammate or or any of Teammate’s Representatives, Teammate will promptly, at Teammate’s own expense, notify Teamed for Learning and Buyer  in writing and take all actions as may be necessary or reasonably requested by to minimize any damage to Teamed for Learning, Buyer, or a third party as a result of the disclosure or loss.

Ownership

Ownership and limitations: Unless clearly stated otherwise on the Teammate’s Service page/description, when the work is delivered, and subject to payment, the buyer is granted all intellectual property rights, including but not limited to, copyrights for the work delivered from the Teammate, and the Teammate waives any and all moral rights therein. The delivered work shall be considered work-for-hire under the U.S. Copyright Act. In the event the delivered work does not meet the requirements of work-for-hire or when US Copyright Act does not apply, the Teammate expressly agrees to assign to buyer the copyright in the delivered work. All transfer and assignment of intellectual property to buyer shall be subject to full payment for the Service and the delivery may not be used if payment is cancelled for any reason. For removal of doubt, in custom created work, the delivered work shall be the exclusive property of Buyer, and Teammate assigns all rights, title and interest in the delivered work.

Teammates further confirm that whatever information they receive from the buyer, which is not public domain, shall be kept confidential and shall not be shared or used for any purpose whatsoever other than for the delivery of the ordered work to the buyer.

Furthermore, users (both buyers and Teammates) agree that unless they explicitly indicate otherwise, the content users voluntarily create/upload to Teamed for Learning, including Service texts, photos, videos, usernames, user photos, user videos and any other information, including the display of delivered work, may be used by Teamed for Learning for consideration for marketing and/or other purposes.

Disclaimer of Warranties

YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER TEAMED FOR LEARNING NOR ANY PERSON ASSOCIATED WITH TEAMED FOR LEARNING MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

Teamed for Learning is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

  • your use of or your inability to use our Site or Site Services;
  • delays or disruptions in our Site or Site Services;
  • viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
  • glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
  • damage to your hardware device from the use of the Site or Site Services;
  • the content, actions, or inactions of third parties’ use of the Site or Site Services;
  • a suspension or other action taken with respect to your account;
  • your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
  • your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

ADDITIONALLY, IN NO EVENT WILL TEAMED FOR LEARNING, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF TEAMED FOR LEARNING, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY TEAMED FOR LEARNING WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR TEAMMATE DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Release

In addition to the recognition that Teamed for Learning is not a party to any contract between Users, you hereby release Teamed for Learning, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Teammate Services provided to Buyer by a Teammate and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in the dispute resolution section.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

This release will not apply to a claim that Teamed for Learning failed to meet our obligations under the Terms of Service.

Indemnification

You will indemnify, defend, and hold harmless Teamed for Learning, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Teammate as an independent contractor; the classification of Teamed for Learning as an employer or joint employer of Teammate; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

Agreement Term and Termination

The Terms of Service are amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and Teamed for Learning expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to legal@teamed.flywheelsites.com. If you are using Teamed for Learning Payroll, you must legally terminate your relationship with Buyer or Teammate, as applicable, before terminating this Agreement. In the event you properly terminate this Agreement, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement and the other Terms of Service until all such Engagements have closed on the Site; (b) Teamed for Learning will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Teamed for Learning for any Site Services and to any Teammates for any Teammate Services. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or Teamed for Learning from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.

Without limiting Teamed for Learning’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Teamed for Learning or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Teamed for Learning’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

Without limiting Teamed for Learning’s other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Teamed for Learning or our Affiliates under the Terms of Service, you must reimburse Teamed for Learning for: the circumvented fees; the Opt-Out Fee, if applicable; all losses and costs (including any and all time of Teamed for Learning’s employees); reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees; and other costs incurred as a result of your reduction of fees or circumvention of the site. You hereby authorize Teamed for Learning or its Affiliate to charge you for all such monies owed to Teamed for Learning and our Affiliates. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Teamed for Learning will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account, for which Teamed for Learning will have no liability whatsoever.

Enforcement of Agreement

Teamed for Learning has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Teamed for Learning’s other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if: (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any portion of the information you provide to us; or (c) we believe that your actions may expose you, other Users, or Teamed for Learning to legal liability.

Consequences of Agreement Termination

Termination of this Agreement and/or closing of your Account will not relieve Buyer of the requirement to pay for Teammate Services performed prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Buyer hereby authorizes Teamed for Learning to charge to its Payment Method pursuant to the Payment Terms included in this Terms of Service policy. Subject to the applicable Dispute Resolution Procedures, Teamed for Learning will pay Teammate, in accordance with the provisions of the Payment Terms for all time recorded in the Time Logs incurred prior to the Effective Date of the termination or thereafter for any Service Contracts executed before termination of this Agreement.

Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF TEAMED FOR LEARNING DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, TEAMED FOR LEARNING HAS THE RIGHT, BUT NOT THE OBLIGATION, TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

Survival

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.

Dispute Resolution

For disputes arising between Buyers and Teammates, you agree to abide by the dispute process that is explained in the Escrow Instructions that apply to your particular Service Contract.

If a dispute arises between you and Teamed for Learning or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Teamed for Learning, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with Teamed for Learning (including any claimed employment with Teamed for Learning or one of its Affiliates or successors), the termination of your relationship with Teamed for Learning, or the Site Services (each, a “Claim“) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Service Contract, escrow payments or agreements, any payments or monies you claim are due to you from Teamed for Learning or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Teamed for Learning or the termination of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.

You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”

Choice of Law

This Agreement, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).; provided, however, that any Claims made by any Teammate located within the United States against a Buyer will be governed by the law of the state in which such Teammate resides.

Informal Dispute Resolution

Before serving a demand for arbitration of a Claim, you agree to first notify Teamed for Learning of the Claim at Attn: Legal, P.O. Box 861623 Warrenton, VA 20187 or by email legal@teamed.flywheelsites.com, and Teamed for Learning agrees to provide to you a notice at your email address on file (in each case, a “Notice“) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that Teamed for Learning may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Teamed for Learning will include pertinent account information, a brief description of the Claim, and Teamed for Learning’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Teamed for Learning will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision“) applies to all Users.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Teamed for Learning, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS located in the Commonwealth of Virginia.

Scope of Arbitration Agreement and Conduct of Arbitration

Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision“) is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with Teamed for Learning ends. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction for appointment of a neutral arbitrator.

Except as otherwise provided herein, arbitration will be conducted in the Commonwealth of Virginia in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims by Teammates that allege employment or worker classification claims against Buyers will be conducted within 25 miles of where the Teammate is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and Teamed for Learning will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Teammate will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or Teamed for Learning may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.

Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.

Interpretation and Enforcement of Arbitration Provision

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement or any other part of the Terms of Service is void or voidable.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver, below, is deemed to be unenforceable, you and Teamed for Learning agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

Class Action and Jury Trial Waiver

This Arbitration Provision affects your ability to participate in class, collective or representative actions. Both you and Teamed for Learning agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if,b only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Teamed for Learning agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, Teamed for Learning may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.

Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver

You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Teamed for Learning in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Teamed for Learning at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to legal@teamed.flywheelsites.com.

Entire Agreement

This Agreement, together with the other Terms of Service, including policies incorporated therein, sets forth the entire agreement and understanding between you and Teamed for Learning relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and Teamed for Learning, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though Teamed for Learning drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Teamed for Learning because of the authorship of any provision of the Terms of Service.

Notwithstanding the Entire Agreement provision, Buyers and Teammates may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of the Terms of Service, however, will govern and supersede any term or condition in a side agreement that purports to expand Teamed for Learning’s obligations or restrict Teamed for Learning’s rights under the Terms of Service.

Compliance

User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.

Modifications

No modification or amendment to the Terms of Service will be binding upon Teamed for Learning unless in a written instrument signed by a duly authorized representative of Teamed for Learning. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section (Modifications) does not apply to amendments to the Terms of Service posted by Teamed for Learning to the Site from time to time.

No Waiver

The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.

Assignability

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Teamed for Learning’s prior written consent in the form of a written instrument signed by a duly authorized representative of Teamed for Learning (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). Teamed for Learning may freely assign this Agreement or the other Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service will inure to the benefit of the successors and permitted assigns of the parties.

Severability

If and to the extent any provision of the Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

Force Majeure

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided in the Section titled, Severability.

Prevailing Language and Location

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. Teamed for Learning makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government.