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” or "TIMU Spaces"). As part of these Team Member Terms, “We”, “our” and “us” refers to the TIMU.

Our Privacy Policy (located at http://www.timu.com/legal-notices/privacy-policy) explains how we collect and use your information and our Acceptable Use Policy (located at https://www.timu.com/legal-notices/acceptable-use-policy) outlines your responsibilities when using the Services - both are incorporated by reference into and form a part of 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, you confirm that you have read, understand and agree to be bound by the Team Member Terms, which for clarity includes the 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 digital space where a group of users may access the Services). 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). Your use of the Services is subject to the terms of the Agreement, and in the event you have any questions about the Agreement, you should contact Customer (i.e., the organization or other third party that invited you to join the workspace).

When a Team Member (including, you) submits content or information to the Services, such as messages or files (“Customer Data”), you acknowledge and agree that the Customer Data becomes subject to the terms of the Agreement and that 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. Customer is responsible for explaining to you how Customer Data will be used in connection with its workspace.

‍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 OTHER TEAM MEMBERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES, TERMS OF THE AGREEMENT, AND ANY SETTINGS THAT MAY IMPACT OR ARE RELEVANT TO THE PROCESSING OF CUSTOMER DATA OR YOUR USE OF THE SERVICES; (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 OTHER TEAM MEMBERS RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.

THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND TIMU EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, STATUTORY OR OTHERWISE, ARISING FROM OR RELATING TO THE TEAM MEMBER TERMS AND THE SERVICES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE NON-INFRINGING, CONTINUOUS, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

Team Member Feedback
The more suggestions our users make, the better the Services become. If you send us any feedback or suggestions regarding the Services, there is a chance we will use it, so you assign to us all right, title, and interest in any such feedback or suggestions and you acknowledge that we can use such feedback and suggestions for any purpose without any obligation or compensation to you.

Third Party Products
Our Services may include third party applications, services, or content (individually referred to as a “Third Party Product”). Any use of Third Party Products is governed solely by the end-user license terms or use agreement that applies to such Third Party Products, and you understand and agree that (a) TIMU does not control Third Party Products, (b) TIMU makes no warranties with respect to Third Party Products, and (c) TIMU has no liability with respect to your use of Third Party Products. If a Third Party Product is enabled for Customer’s workspace, please be mindful of any Customer Data that will be shared with the third party provider because the third party provider will use that Customer Data pursuant to its terms. We will not be responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, a Third Party Product.

Representatives
We may leverage our employees, our corporate affiliates and third party contractors, and their respective employees (our “Representatives”) in exercising our rights and performing our obligations under these Team Member Terms.

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 Rules
To 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, the Acceptable Use Policy or the Privacy 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. However, in our sole discretion, 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 if we reasonably believe the Services could be impacted or there is a risk of harm to us, the Services, Team Members, our other customers or any third parties.

Additionally, we may suspend your access to the Services if we reasonably determine or suspect that (a) there is a threat to the integrity, availability, security or other attack on any of the Services or (b) your use of the Services violates the terms of the Agreement (or Team Member Terms) or otherwise disrupts or poses a security risk to the Services (any such suspension, a “Service Suspension”). We will use commercially reasonable efforts to provide written notice to Customer prior to any Service Suspension. We will use commercially reasonable efforts to resume providing access to you as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Our right to implement a Service Suspension does not limit or restrict any of our other rights in these Team Member Terms, including any termination rights.

Ownership and propriety rights

Customer Data
We do not own any Customer Data. Subject to the terms and conditions of the Agreement, You grant us and the Representative a worldwide, non-exclusive, royalty free, full paid-up license to access, store, use, process, copy, distribute, perform, export and display Customer Data only as reasonably necessary (a) to provide, maintain, and update the Services; (b) to prevent or address service, security, support or technical issues; (c) as permitted by law or required by a court order; and (d) as permitted pursuant to these Team Member Terms (including the Privacy Policy); and (e) as expressly permitted in writing by Customer (including as outlined in the Agreement).

You acknowledge and agree that we may monitor your use of the Services and collect and compile aggregate and anonymous data and information derived from, based on or otherwise related to Customer Data and your use of the Services, including statistical and performance information related to the provision and operation of the Services (“Statistics“). We own all right, title, and interest in Statistics, including all intellectual property rights therein, and we may use Statistics for any purpose permitted under applicable law.

License to Use TIMU Intellectual Property
We own and will continue to own the Services, included all related software, content, source code, and object code, as well as all related worldwide patent, trademark, copyright and other intellectual property rights. We grant to you a non-sublicensable, non-transferable, non-exclusive, limited license to access and use the object code version of Services, but solely in accordance with the Agreement and these Team Member Terms. All of our rights not expressly granted by this license are hereby retained.

Termination

We may terminate these Team Member Terms (including your access to the Services) on notice to you if you materially breach these Team Member Terms and such breach is not cured within thirty (30) days after we provides notice of the breach. We may also terminate these Term Member Terms immediately if you breach these Team Member Terms) in a manner that is not capable of being cured. After termination or expiration of your subscription for any reason, you shall cease all use of the Services.

Limitations of liability

WITHOUT LIMITING THE OTHER TERMS OF THE AGREEMENT, IN NO EVENT WILL TIMU OR ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR CLAIMS OR DAMAGES ARISING FROM OR RELATING TO (a) THE CORRUPTION, UNAUTHORIZED DISCLOSURE OR ERASURE OF CUSTOMER DATA; (b) THE LOSS OF CUSTOMER DATA, INABILITY TO ACCESS THE SERVICES, INABILITY TO TRANSMIT OR RECEIVE DATA, OR DELAYS, NON-DELIVERY OR SERVICE INTERRUPTIONS DUE TO CIRCUMSTANCES NOT IN THE DIRECT CONTROL OF TIMU, INCLUDING, TELECOMMUNICATIONS FAILURES OR INTERNET SERVICE PROVIDER LIMITATIONS; (d) ERRORS OR INACCURACIES IN CUSTOMER DATA; OR (d) ERRORS, DEFECTS OR NON-CONFORMITIES IN THE SERVICES CAUSED, DIRECTLY OR INDIRECTLY, BY NETWORKS, COMPUTERS, SOFTWARE, TELECOMMUNICATIONS EQUIPMENT OR OTHER DEVICES LOCATED OR USED BY CUSTOMER AND YOU.

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.

Mobile App Terms

To the extent you are accessing and using the Services through our mobile application (the “App”), we grant to you a limited, revocable, non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. We reserve all rights in and to the App not expressly granted to you under this section of the Team Member Terms.

The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

• These Team Member Terms are concluded between you and us, and not with the App Provider, and we (not the App Provider), are solely responsible for the App.
• The App Provider has no obligation to furnish any maintenance and support services with respect to the App.·
• In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of us.
• The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
• In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, we will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim, but only to the extent explicitly required by these Team Member Terms.
• The App Provider and its subsidiaries are third-party beneficiaries of these Team Member Terms as related to your license to the App, and that, upon your acceptance of the Team Member Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Team Member Terms as related to your license of the App against you.
• You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
• You must also comply with all applicable third party terms of service when using the App.

General Provisions

Force Majeure
Neither you nor us will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties
The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
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Notices; 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 via certified mail to:

Attn: General Counsel TIMU, LLC,
Moore​&VanAllen,
100 North Tryon Street, Suite 4700,
Charlotte, NC 28202-4003

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, the Acceptable Use Policy or the Privacy Policy. If we make a material change to the Team Member Terms, the Acceptable Use Policy or the Privacy Policy that affect 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, Acceptable Use Policy, and Privacy Policy 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 and the Privacy Policy, will constitute a waiver of that right. No waiver under the Team Member Terms 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, including the Acceptable Use Policy and Privacy Policy, 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 full force and effect. Expiration or termination of this Agreement shall not relieve either Party of its obligations regarding intellectual property, warranties, and limitation of liability. You may not assign any of your rights or delegate your obligations under these Team Member Terms, 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
You agree that these Team Member Terms and your use of the Services are governed by the laws of the State of California, USA without regard to conflicts of laws rules, the United Nations Convention on the International Sale of Goods, and Article 2 of the Uniform Commercial Code. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts located in Orange County, CA in in all disputes arising out of, relating to, or concerning these Team Member Terms and Services.

Export Laws
The Agreement is expressly made subject to all laws, regulations, orders and other restrictions on the export from the United States of software, hardware or technical information which may be imposed from time to time by the United States government.

‍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,
20 Pacifica, Suite 1000,
Irvine, California 92618

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