Team Member Terms of Service

Last updated January 23, 2020

Thanks for using TIMU! These Team Member Terms of Service (the “Team Member Terms”) govern your access and use of our online workplace collaboration services, websites, and customer software  (the “Services”). Please read them carefully. Even though you are signing onto an existing workspace, these Team Member Terms apply to you as a user of the Services.

These Team Member Terms are a legally binding contract between you and TIMU, LLC (“TIMU”). As part of these Team Member Terms.  “We”, “our” and “us” refers to the TIMU.

Our Privacy Policy explains how we collect and use your information while the Acceptable Use Policy outlines your responsibility when using the Services, both are incorporated by reference into these Team Member Terms.  By using the Services, you agree to comply with the most recent version of our Privacy Policy and Acceptable Use Policy. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the Team Member Terms, Privacy Policy or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the Team Member Terms,  Acceptable Use Policy, and Privacy Policy.


‍RELATIONSHIP BETWEEN YOU, TIMU, AND THE CUSTOMER

You are a Team Member on a Workspace Controlled by a “Customer”
An organization or other third party that we refer to in these Team Member Terms as “Customer” has invited you to a team workspace (i.e., a unique domain where a group of users may access the Services, as further described). If you are joining one of your employer’s workspaces, for example, Customer is your employer. If you are joining a workspace created by your friend using her personal email address to work on her new startup idea, she is our Customer and she is authorizing you to join her team workspace.

What This Means
Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Agreement”) that permitted Customer to create and configure a workspace so that you and others could join as an authorized user (each invitee granted access to the Services, including you, is a “Team Member”). The Agreement contains our commitment to deliver the Services to Customer, who may then invite Team Members to join its workspace(s). When an Team Members (including, you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data is owned by Customer and the Agreement provides Customer with many choices and control over that Customer Data. For example, Customer may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate your workspace or channels with other workspaces or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.

Generally, the Relationship Between You, Customer and TIMU
AS BETWEEN TIMU AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY TEAM MEMBERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY TEAM MEMBERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE AGREEMENT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY TEAM MEMBERS RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. TIMU MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS.


YOUR RESPONSIBILITIES

You Must be Over the Legal Age
To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of sixteen. You represent that you are over the legal age and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. While You Are Here, You Must Follow the RulesTo help ensure a safe and productive work environment, all Team Members must comply with our Acceptable Use Policy and any applicable policies established by Customer. To help use keep your information protected, safeguard your password, keep account information current, don’t share your account credentials or give others access to your account.

You Are Here At the Pleasure of Customer (and Us)
You are free to stop using our Services at any time.  These Team Member Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these Team Member Terms or the Acceptable Use Policy.If we believe that there is a violation of the Agreement, Team Member Terms, the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Team Members, or any third parties.


LIMITATION OF LIABILITY
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‍IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE TEAM MEMBER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.



‍RESOLVING A DISPUTE
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We want to attempt to resolve any claim that you may have before a formal legal case is filed.  Before filling a claim against TIMU, you agree to resolve the dispute informally by contacting legal@TIMU.com.  We will try to resolve the dispute informally with you by contacting you via email.  If we are unable to resolve your dispute within thirty (30) days, you may bring a formal legal action.



‍GENERAL PROVISIONS
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Email and TIMU Messages
Except as otherwise set forth herein, all notices under the Team Member Terms will be by email, although we may instead choose to provide notice to Team Members through the Services. Notices to TIMU should be sent to support@timu.com, except for legal notices, which must be sent to legal@timu.com and sent via certified mail to

Attn: General Counsel
TIMU, LLC, 200 Spectrum Center Drive, Suite 2000
Irvine, California 92618.

A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email or on the date received by certified mail; and (b) the same day, in the case of a notice sent through the Services. Notices under the Agreement will be delivered solely to Customer in accordance with the terms of their Agreement.

Modifications
As our business evolves, we may change these Team Member Terms or the Acceptable Use Policy  . If we make a material change to the Team Member Terms or the Acceptable Use Policy  that effect the Services or Team Member legal rights, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the Team Member Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these Team Member Terms: Acceptable Use Policy   and Privacy Policy. Any material revisions to these Team Member Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

Waiver, Severability, and Assignment
No failure or delay by TIMU in exercising any right under the Team Member Terms, including the Acceptable Use Policy  , will constitute a waiver of that right.  No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.  If any provision of the Team Member Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Team Member Terms will remain in effect.  You may not assign any of your rights or delegate your obligations under these Team Member Terms, including the Acceptable Use Policy  , whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these Team Member Terms in their entirety (including all terms and conditions incorporated herein by reference) for any reason without notice and without your consent.

Governing Law; Venue; Fees
The Team Member Terms, including the Acceptable Use Policy  , and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Agreement, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Agreement will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Team Member Terms, including the Acceptable Use Policy  , or its formation, interpretation or enforcement.Each party hereby consents and submits to the exclusive jurisdiction of such courts in any action or proceeding to enforce rights under the Team Member Terms,.

Entire Agreement
The Team Member Terms, including any terms incorporated by reference into the Team Member Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Team Member Terms and any pages referenced in these Team Member Terms, the terms of these Team Member Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Agreement and the Team Member Terms, the terms of the Agreement will first prevail, followed by the provisions in these Team Member Terms, and then followed by the pages referenced in these Team Member Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Team Members of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

Contacting TIMU
Please also feel free to contact us if you have any questions about TIMU’s Team Member Terms of Service. You may contact us at support@timu.com or at our mailing address below:

TIMU, LLC
200 Spectrum Center Drive, Suite 2000
Irvine, California 92618