Terms of Use and Legal Disclosures

CAREFULLY READ AND REVIEW THE NOTICES, DISCLAIMERS, LIMITATIONS, TERMS, PROVISIONS AND CONDITIONS SET FORTH HEREIN BELOW AND IN THE TEAMGENIUS SYSTEMS, INC. (“WE”, “US”, “OUR” OR “TEAMGENIUS”) PRIVACY POLICY BEFORE USING THIS SITE, TEAMGENIUS MOBILE APPLICATIONS, OR SOCIAL MEDIA PLATFORMS, OR ANY FEATURES OF SUCH IN WHOLE OR IN PART (THESE TERMS, INCLUDING BUT NOT LIMITED TO THE PRIVACY POLICY, ARE HEREINAFTER REFERRED TO AS “TERMS OF USE”). USERS MAY CLICK ON THE PRIVACY POLICY LINK FROM THE TEAMGENIUS SYSTEMS, INC. WEBSITE TO GO DIRECTLY TO THE PRIVACY POLICY. ANY USER (“YOU”) WHO ACCEPTS, ASSENTS AND AGREES TO BE BOUND BY THE FOLLOWING TERMS OF USE IS WELCOME TO USE THIS SITE AND ITS FEATURES, SUBJECT TO SAID TERMS OF USE, WHETHER ABOVE OR BELOW, THIS “SITE” (INCLUDING WITHOUT LIMITATION THE WORD “SITE” OR THE WORD “WEBSITE” WITH OR WITHOUT ANY CAPITALIZATION) SHALL INCLUDE THIS WEBSITE AND ALL WEBSITES OWNED OR CONTROLLED BY TEAMGENIUS AND SHALL INCLUDE WITHOUT LIMITATION ALL MOBILE APPLICATIONS, FEATURES, SERVICES AND INFORMATION ON OR AVAILABLE THROUGH THE WEBSITES.

ALL APPLICATIONS, FEATURES, SERVICES AND INFORMATION HEREINAFTER ALSO REFERRED TO COLLECTIVELY AS THE “SERVICES”. THIS SITE, AND ALL OF ITS FEATURES AND SERVICES, IS OFFERED AND MADE AVAILABLE TO YOU, AND YOUR USE OF THE WEBSITES, MOBILE APPLICATIONS AND FEATURES IN WHOLE OR IN PART, IS SUBJECT TO AND CONDITIONED UPON YOUR ACCEPTANCE AND AGREEMENT AND COMPLIANCE WITH THIS TERM OF USE AND THE PRIVACY POLICY, WITHOUT QUALIFICATION, LIMITATION OR MODIFICATION.

The following terms and conditions (“Terms and Conditions”) govern your use of the World Wide Web Sites located at www. teamgenius.com; and app.teamgenius.com (the “Sites”). By accessing, viewing, or using the content, material, applications or services available on or through the Sites or mobile applications, you indicate that you have read and understand these Terms and Conditions, and that you agree to them and intend to be legally bound by them. If you do not agree to these Terms and Conditions, you are not granted permission to use the Sites and must exit immediately.

These Terms and Conditions may be changed at any time. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. Any change to these Terms and Conditions shall be effective as to any visitor who has visited the Sites and mobile applications before the change was implemented.

The Sites have been prepared solely for the purpose of providing information about TeamGenius and the products and services offered by TeamGenius and its operating subsidiaries and affiliates. Without limiting the generality of anything else, TeamGenius makes no commitment, and disclaims any duty, to update the Sites or any of the information obtained through the Sites, and its shall not be responsible for any errors or omissions in the Sites. TeamGenius reserves the right to add, modify or delete any information on the Sites at any time, with or without notice.

By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Access to Site:

TeamGenius reserves the right, in its sole and absolute unilateral discretion, to terminate, suspend or restrict your access to the Sites and mobile applications, without notice, in the event you violate any of these Terms of Use. TeamGenius also reserves any and all remedies at law or in equity in connection with any violation of the Terms of Use. You may use the Services only for lawful purposes and in accordance with these Terms of Use.

You agree not to use the Services in any way that violates any applicable federal, state, local, or international law or regulation. Additionally, you agree not to attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Sites are stored, or any server, computer, or database connected to the Sites.

Copyright and Other Proprietary Information:

The Sites and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the TeamGenius, its licensors, or other providers of such material. These assets are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Permission is granted to download and print materials from the Sites only for the purpose of viewing, reading, and retaining for reference the materials for personal, non-commercial purposes. Any other copying, distribution, or modification of or preparation of derivative works based upon, or any framing, capturing, harvesting, or collection of, or creating of hypertext or other links or connections to, the Sites, mobile applications, or any materials on this site, whether in electronic or hard copy form, without the express prior written permission TeamGenius is strictly prohibited. Removing or altering any copyright notice or any other proprietary notice on any website materials is strictly prohibited.

All names, trademarks, service marks, symbols, slogans, and logos appearing on the Sites are proprietary to TeamGenius or its licensors. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law.

TeamGenius welcomes your feedback and suggestions about how to improve our products, information, and services and the Sites. By transmitting any suggestions, information, data, material, or other content (collectively, “Submissions”) to TeamGenius, you automatically grant TeamGenius the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display any or all of such Submissions (in whole or part) throughout the universe and to incorporate such in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such Submission(s). Further, TeamGenius is free to use any ideas, concepts, methods, know-how, techniques, and processes contained in any communications you send to this website for any purpose whatever, including, but not limited to, creating and marketing products, information, or services using such information.

Consent to Monitoring and Disclosure:

TeamGenius is under no obligation and does not assume any obligation to monitor the information included in, transmitted to or made accessible via these Sites or mobile applications. However, you agree that TeamGenius may monitor the Sites and mobile applicatons in further effort to protect the user and information of the websites and to comply with all applicable federal, state and/or local laws, rules and regulations. All information provided by TeamGenius in connection with the websites that must be disclosed to any other person or entity to complete your requested transaction will not be considered confidential for such limited purposes, subject to the terms outlined in the Privacy Policy. TeamGenius shall be free to use, disclose and distribute such information to identified third parties without limitation in accordance with the law and as forth in the Privacy Policy.

User Generated Content

Communications Services:

The mobile applications may contain areas for you to leave comments or feedback, chat areas, blogs, forums, contests, games, communities, calendars, and/or other message or communication facilities designed to enable you and others to communicate with TeamGenius and other users of the Services (collectively, "Communication Services"). The opinions expressed in the Communication Services reflect solely the opinion(s) of the participants and may not reflect the opinion(s) of TeamGenius. You acknowledge that submissions to Sites and mobile applications may be or become available to others. You agree only to post, send and receive messages and materials that are in accordance with these Terms and related to the particular Communication Service.

Prohibited Actions:

You agree that the following actions are prohibited and constitute a material breach of these Terms. This list is not meant to be exhaustive, and TeamGenius reserves the right to determine what types of conduct it considers to be inappropriate use of the Sites and mobile applications. In the case of inappropriate use, TeamGenius or its designee may take such measures as it determines in its sole discretion. By way of example, and not as a limitation, you agree that when using the Sites, mobile applications, Services or a Communication Service, you will not:

If you use, view, or access the Sites or mobile applications in contravention of these Terms, or if you have violated these Terms or a third party's copyright, we reserve the right to terminate the permissions or rights granted to you by TeamGenius and we reserve all of our rights under this agreement, at law and in equity.

User Materials:

Any and all content, comments, views, information, data, text, video, image, captions, music, sound, graphics, photos, software, code, audio, sound, music, audio visual combinations, interactive features, feedback, documentation, photographs, discussions, news, articles, messages, postings, listings, and other materials, viewed on, accessed through, displayed on, posted to, transmitted, streamed, or distributed or otherwise made available through the Website, Services or the Communication Services by users or other third parties (“User Materials”) are strictly those of the person from which such User Materials originated, who is solely responsible for its content. Use of or reliance on User Materials is entirely at your own risk and TeamGenius expressly disclaims any and all liability in connection with User Materials. TeamGenius does not validate, monitor, or endorse any User Materials of any user or other licensor, or any opinion, recommendation, or advice expressed therein nor vouch for their reliability. Under no circumstances will TeamGenius or its suppliers or agents be liable in any way for any User Materials.

You acknowledge and agree that TeamGenius may or may not pre-screen or monitor User Materials, but that it and its designees have the right (but not the obligation) in their sole discretion to pre-screen, monitor, refuse, delete, move, remove, suspend, block, and/or restrict access to the Sites, mobile applications and any Content or User Materials that are available via the Sites and mobile applications. You understand that by using the Sites and mobile applications, you may be exposed to User Materials that you may consider offensive or objectionable.

Without limiting the foregoing, TeamGenius and its designees have the right to temporarily or permanently remove, delete, block, suspend or restrict your account or access to the Sites,mobile applications or any User Materials on the Sites or mobile applications that violate these Terms or are otherwise objectionable, obscene, or offensive in TeamGenius’ sole discretion, including without limitation removing or substituting other words for foul or inappropriate language. You agree TeamGenius shall have no liability for such removal, deletion, blocking, suspension, or restriction or any of the actions taken pursuant to this section.

You further acknowledge and agree that you will not rely on the Sites, mobile applications or any content or Services available on or through the Sites or mobile applications. We are not responsible for any errors or omissions in the User Materials or hyperlinks embedded therein or for any results obtained from the use of such information. Under no circumstances will TeamGenius or its suppliers or agents be liable for any loss or damage caused by your reliance on such User Materials.

Submissions:

You are solely responsible for the User Materials that you post, display, share, stream, email, transmit or otherwise make available via the Sites, mobile applications or Services (“Submission”). All Submissions are subject to these Terms and you agree that you will not submit any Submission that is in violation of these Terms. You understand that TeamGenius does not guarantee any confidentiality with respect to any Submissions you submit. TeamGenius is under no obligation to post or use any Submission and may remove, delete, block, suspend, terminate, or restrict access to any Submission at any time in its sole discretion. You acknowledge and agree that TeamGenius is entitled to remove, delete, block, suspend, terminate, or restrict your Submission or account or your access to the Sites, mobile applications, or Services permanently or temporarily and without prior notice, if TeamGenius deems that you have been, or you have been identified by other users to be (either once or repeatedly), indecent, offensive, obscene, or sexually explicit in your Submission or if your use of the Sites, mobile applications, or Services, violates these Terms. You agree TeamGenius shall have no liability for such removal, deletion, blocking, suspension, termination, or restriction or any of the actions taken pursuant to this Section. Violations of the Terms of Use may result in a warning notification or termination of your account. If you violate these Terms we reserve the right to temporarily or permanently terminate your account or terminate or block your access to the Sites, mobile applications, and Services.

By making a Submission, you represent and warrant that your Submission is true, your own original work, and does not infringe any other person's or entity's rights, and that you and any other person mentioned or shown in your Submission release any and all claims concerning TeamGenius’ or its designees' use, posting, copying, modification, transmission, or distribution of the Submission or any part thereof. You represent and warrant that you own all right, title, and interest, including copyright, to your Submission, and hold all necessary licenses or releases concerning the contents of your Submission and consents and rights to use, post, copy, modify, distribute, stream, or transmit your Submission. You agree that you are solely responsible for you own Submission and the consequences of submitting and streaming, transmitting, displaying or publishing your Submission on the Service. You must evaluate and bear all risks associated with your disclosure of any Submission.

By making a Submission, you grant TeamGenius and its licensees, assignees and designees an irrevocable, assignable, transferable, fully sub-licensable (through multiple levels of sublicensees), perpetual, world-wide, royalty-free, fully paid-up, non-exclusive right and license, in their sole discretion, to use, distribute, stream, reproduce, post, modify, copy, combine, adapt, publish, translate, rent, lease, sell, resell, perform or display (whether publicly or otherwise), make available online or electronically transmit, and perform, and create derivative works of your Submission (in whole or in part), along with your name or any part thereof and city/town/country of residency, in TeamGenius’ discretion, on the Sites or elsewhere, and to use, copy, adapt, distribute, or incorporate all or any part of your Submission into other advertising, promotion, research, analysis or other materials in any format or medium or channels now known or later developed. You hereby waive any right to inspect such use and any claims based on title, privacy, confidentiality, publicity, defamation, misappropriation, intellectual property or similar claims for any use of your Submission. You also hereby grant each user of the Sites, mobile applications, and Services a non-exclusive license to view, use, and access your Submission through the Sites or mobile applications as permitted through the functionality of the Services and under these Terms.

Forward-looking Statements Disclosure:

Certain statements in documents that appear in or are obtained through the Sites and mobile applications, including, without limitation, statements as to any TeamGenius’s objective to grow through strategic acquisitions and internal growth, the ability to realize operating efficiencies in the integration of its acquisitions or as to management’s beliefs, expectations and opinions, are forward-looking statements that involve risks and uncertainties and are subject to change at any time. Certain factors, including without limitation, risks associated with growth and future acquisitions, fluctuations in quarterly operating results, and other risks detailed from time to time can cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements.

Disclaimer of Limited Liability The Sites, mobile applications, and website materials on and in and made available through this Sites, and the Services, information, and products offered by TeamGenius, and its operating subsidiaries and affiliates (the “TeamGenius Companies”) in connection therewith are made available “as is” and “with all faults.” Use of the Sites and mobile applications is entirely at your own risk.

TeamGenius makes no representations or warranties, and disclaim all representations and warranties, with respect to the Sites, mobile applications, the website materials on and in and made available through the Sites and mobile applications, and the services, information, and products offered in connection therewith, express or implied, written or oral, arising from course of dealing, course of performance, usage of trade, or otherwise, including, but not limited to, the implied warranties of merchant ability  fitness for a particular purpose, accuracy, systems integration, non-interference, quality, title, and non-infringement. The entire risk as to satisfactory quality, performance, accuracy, and effort with regard to any and all website materials on and in and made available through the Sites is with you.

TeamGenius shall not be liable for any special, indirect, incidental, consequential, exemplary, extra-contractual, or punitive damages of any kind whatever, including, without limitation, lost revenues or lost profits, which may or do result from the use of, access to, or inability to use the Sites, mobile applications, or website materials on and in and made available through the websites, or the services, information, and products offered in connection therewith, regardless of legal theory, whether or not any party had been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail of their essential purpose. Under no circumstances will the total liability of the TeamGenius to you or any other person or entity in connection with, based upon, or arising from the Sites, mobile applications, or website materials on and in and made available through the websites, or the services, information, or products offered in connection therewith exceed the price paid by you for use of this website.

NO INFORMATION PROVIDED BY TEAMGENIUS AND/OR ITS EMPLOYEES OR ANY THIRD PARTY SHALL CREATE ANY WARRANTY. TEAMGENIUS DOES NOT WARRANT THAT THE INFORMATION ON THE SITES, LINKED WEBSITES, MOBILE APPLICATIONS, OR AS OTHERWISE ACCESSIBLE HEREIN WILL BE UNINTERRUPTABLE OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THIS OR ANY OTHER WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TEAMGENIUS IS NOT LIABILE IN THE EVENT A PAYMENT TRANSACTION IS NOT COMPLETED FOR ANY REASON, INCLUDING BUT NOT LIMITED TO THE IMPROPER OR INCOMPLETE INFORMATION, INSUFFICIENT FUNDS OR CREDIT, THE FAILURE OF SYSTEMIC PROCESSES OF THE SITES AND MOBILE APPLICATIONS OR YOUR FINANCIAL PROVIDERS. TEAMGENIUS RESERVES THE RIGHT TO SUSPEND OR TERMINATE ANY TRANSACTION THAT TEAMGENIUS DEEMS INVALID, UNAUTHORIZED, FRAUDULENT OR OTHERWISE.

Disclaimers Regarding Use of Services:

In addition to the Disclaimers of Limited Liability, the Services accessible through the Sites, mobile applications, and website materials are provided “as-is”, without warranty of any kind. Without limiting the foregoing or any other terms or agreements you have with us, we explicitly disclaim all express or implied warranties arising out of or related to the Services, including any warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement, and any warranties arising out of the course of dealing or usage of trade. Use of the Sites. mobile applications and Services is entirely at your own risk. TeamGenius makes no endorsement, representation, or warranty of any kind regarding use of the Services. The Services are intended to help you pursue your personal wellness, fitness, and health goals. TeamGenius does not guarantee that you will achieve your goals. TeamGenius is not responsible for any health problems that may result from your use of the Sites, mobile applications or Services. Use of the Services is voluntarily and at your own risk.

If you experience a medical emergency while using the Sites, mobile applications or Services, consult with a medical professional immediately. The Sites, mobile applications and Services are not intended to be a substitute for professional medical consultation, advice, or treatment from qualified physicians.

Disclaimers Regarding Other Servers and Web Sites:

Without limiting the generality of the foregoing, other sites that may be listed or linked in the Sites are not under the control of TeamGenius. Accordingly, TeamGenius can make no representation concerning the content of these Sites to you, nor can the fact that TeamGenius has given you this listing serve as an endorsement by us of any of these sites. TeamGenius is providing links to these sites as a convenience to you. TeamGenius has not tested any software that may be found on these sites and therefore cannot make any representations regarding the quality, safety or suitability of any software found there. There are inherent dangers in the use of any software found on the Internet, and TeamGenius cautions you to make sure that you completely understand the risk before retrieving any software on the Internet. TeamGenius is not responsible for any content, information, products, services, or software offered by any other party or at any other web site.

Disruption of Service:

Access to the Sites and mobile applications may from time to time be or become unavailable, delayed or otherwise limit adequate usability due to hardware failure, telecommunication line failure or interruption, network or server failures, viruses, errors, incompatibility of systems or other such things that may be a result of the end users equipment, connections or other causes outside of the control of TeamGenius. In the event an interruption of service or other failure causes irreparable harm to the end user TeamGenius shall not be held accountable for any damage, inaccuracy, adequacy, incompletion of information or materials submitted through your use of the Sites and mobile applications.

Consent to Further Use of Information You Provide on this Website:

You hereby expressly consent to and further knowingly provide any and all information, personal or as otherwise required to complete your payment transactions herein or voluntarily upon my own volition to TeamGenius and further authorize TeamGenius to utilize the information that you provide herein to contact you directly or through an automated dialing system or prerecorded messaging system, including but not limited to, your electronic mail address, residence address, cellular or landline telephone or facsimile numbers, SMS messaging, text messaging, or other means of electronic, virtual or traditional means of communication, in an effort to recover any unpaid portion of any obligation that you now owe or incur in the future that is or may be placed with TeamGenius for collection services, default prevention, counseling or other related services.

Passwords:

In order to access certain websites, mobile applications and services, you may be required to enter a user name and password on the Sites or mobile applications. You shall hold your user name and password in strict confidence. In the event you determine that the confidentiality of your password or user name has been breached, you shall immediately notify TeamGenius of such occurrence. In such event, TeamGenius will issue you a new user name and password to prevent further misuse.

Indemnification:

You agree to protect, defend, indemnify and hold harmless TeamGenius and its and their respective officers, directors, employees and agents harmless from and against any and all claims, actions, proceedings, judgments, expenses, damages and liabilities (including, without limitation, attorneys' fees and court costs) which may result, directly or indirectly, from any breach of these Terms of Use.

Governing Law and Jurisdiction; General Terms:

These Terms and Conditions, including, without limitation, the Privacy Notice, represent the entire agreement between you and TeamGenius with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of Minnesota without reference to its conflict of law rules; provided, however, that the terms of any applicable law now or hereafter enacted that is based on, derived from, similar to, or connected with the uniform computer information transactions act drafted by the national conference of commissioners on uniform state laws shall not apply except to the extent that the law expressly prohibits alteration by these terms and conditions of the applicability of one or more sections of the law.

By accessing, viewing, or using the works, content, or materials on the Sites and mobile applications, you consent to the exclusive jurisdiction of the federal and state courts presiding in Minnesota and agree to accept service of process by personal delivery or mail and hereby waive any and all jurisdictional and venue defenses otherwise available. The Sites and mobile applications are controlled and operated by TeamGenius from its office within the United States. Without limiting anything else, TeamGenius makes no representation that the works, content, materials, services, information, or products available on, in, or through the Sites or mobile applications are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Sites or mobile applications from other locations do so on their own volition and are responsible for compliance with applicable laws.

No Class Actions:

You may only resolve disputes with TeamGenius on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other matters are not allowed under our agreement.

Waiver and Severability

You agree that TeamGenius does not waive any right by not exercising or enforcing any legal right or remedy which is contained in these Terms of Use or under applicable law. Said failure to exercise any right will not be taken to be a formal waiver of TeamGenius’ rights. If any provision of these Terms of Use conflicts with the law under which the Terms of Use is to be construed, or if any such provision is held invalid by a competent authority, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remainder of these Terms of Use shall remain in full force and effect. Any provision of the Terms of Use that contemplates performance or observance subsequent to termination or expiration of the Terms of Use shall survive termination or expiration of the Terms of Use and continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and TeamGenius with respect to the Sites, mobile applications and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Sites, mobile applications or services.

Revision Date: 10/12/2021