Terms and Conditions of Use

These Terms and Conditions of Use are effective as of September 19, 2013.

PLEASE READ CAREFULLY.  The following Terms and Conditions of Use ("Terms & Conditions") apply to your use of the SYPartners, LLC family of sites (including any beta test site, feeds and mobile applications) owned or operated by SYPartners, LLC ("SYP") and/or our affiliates (collectively, "us", "we", or "our") including, without limitation, www.teamworks.is (collectively, our "Digital Tools").  By using our Digital Tools, you agree to these Terms & Conditions just as if you had signed this agreement.  We reserve the right, in our sole discretion, to change, modify, add, or remove portions of these Terms & Conditions at any time.  It is your responsibility to check these Terms & Conditions periodically for changes.  By using our Digital Tools after we post any changes to these Terms & Conditions, you agree to those changes, whether or not you have reviewed them.  If you do not agree to these Terms & Conditions, you should not use our Digital Tools.

For purposes of these Terms & Conditions, "affiliates" means any entity or person, directly or indirectly, owning a controlling interest in, owned by, or under common ownership control with, SYP.

  1. Terms & Conditions - In General

    In our sole discretion and without prior notice or liability, we may discontinue, modify, or alter any aspect of our Digital Tools including, but not limited to, (i) restricting the time our Digital Tools are available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user's right to use our Digital Tools.  If you do not abide by these Terms & Conditions, we may immediately deactivate or delete your user account (if applicable) and all related information and files in your user account and/or bar any further access to such information and/or files, or our Digital Tools.  We shall not be liable to you for any termination, deactivation, or cancellation of your access to, or use of, our Digital Tools or user account, or deletion of information or files in your user account.

    From time to time, we may supplement these Terms & Conditions with additional terms and conditions pertaining to specific content, activities, or events ("Additional Terms").  Such Additional Terms are hereby incorporated by reference into these Terms & Conditions.

    Your use of our Digital Tools and any information or materials available through our Digital Tools is at your own risk.  Such information and materials may contain inaccuracies or errors and, to the fullest extent permitted by law, in no event shall SYP or its affiliates be liable for any such inaccuracies or errors or your use of such information or materials.  It shall be your sole responsibility to ensure that any products, services, or information available through our Digital Tools meets your specific requirements.

  2. Restrictions on Use of Materials; Ownership

    So long as you abide by these Terms & Conditions, we grant you a non-exclusive, non-transferable, non-sublicensable, limited right to access, use, and display our Digital Tools and the material provided hereon for your personal, noncommercial use.

    We shall have sole and exclusive ownership of all right, title and interest in and to our Digital Tools and any additions and modifications thereto arising during or as a result of the beta test or as a result of any other collaboration between you and us (including our respective personnel), all media and documentation relating to the foregoing, and all intellectual property rights associated therewith (including, without limitation, rights to copyrights, trade secrets and know-how).  In addition, we shall have the unlimited, royalty-free right to use or otherwise exploit all inventions, ideas and suggestions provided by you during the beta test or as a result of any other collaboration between you and us (including our respective personnel).  Upon our request, you agree to execute such further instruments and take such further action as we may reasonably request to effect the foregoing.  In no event will you attempt to copy or reverse engineer the Digital Tools, or decompile, disassemble or otherwise reduce any machine-readable portion of the Digital Tools or component thereof to human-readable form.

    You acknowledge that the design, layout, and appearance of our Digital Tools as well as the information, software, photos, video, text, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, notes, drawings, articles, and other materials and content contained on our Digital Tools (collectively, "Content") are protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights.  All trademarks appearing on our Digital Tools are trademarks of their respective owners.  "SYPTeamworks" is the trade name and trademark of SYPartners LLC.  Third parties may also have additional proprietary rights in the Content that they make available on our Digital Tools.  You may not reproduce, modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content.  When Content is downloaded to your computer or mobile device, you do not obtain any ownership interest in such Content.  Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any other website (including via a link) or networked computer environment is prohibited unless you receive our prior written consent.

  3. Confidentiality

    You agree to maintain in confidence the Digital Tools and all media and documentation that relate to the design, development, operation, testing or use of the Digital Tools or any additions or modifications thereto, including, without limitation, all inventions, ideas and suggestions provided by you during the beta test.  You agree to use the same security measures as you use to protect your own confidential technical information, provided that such measures shall be at least commercially reasonable for such purpose.  You further agree not to disclose such information to anyone other than your employees and contractors as we may approve, under nondisclosure obligations, who have a need to know such information in connection with the beta test.  Upon completion of the beta test, unless we agree to enter into a further, signed, written license agreement for the extended use of the Digital Tools, you agree to return all media and documentation containing such information, and you further agree to certify your compliance with such obligation if requested by us.  The foregoing confidentiality obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on our information, or approved for release by us without restriction.

  4. Becoming a Registered User

    You must become a registered user to use our Digital Tools, including, without limitation, to participate in any Community Area or use of the "Public Profile" feature of our Digital Tools.  There is no cost to become a registered user of our Digital Tools provided in this beta test.  A "Community Area" means any blog, personal page, group page, chat room, message board, bulletin board, or similar activity where you can communicate with other users of our Digital Tools or post your own Content.

    If you become a registered user of our Digital Tools, you agree to provide us with accurate and complete information about yourself that we request ("Registered User Data"), and to maintain and promptly update the Registered User Data and any other information you provide to us, to keep it accurate.  You agree not to assign, transfer, or sublicense your rights as a registered user of our Digital Tools.  You further agree not to register for more than one account, create an account on behalf of someone else, or create a false or misleading identity on our Digital Tools.

    If you are a registered user of our Digital Tools, you are responsible for maintaining the confidentiality of your password and user account information.  You agree to notify us immediately in the event of any known or suspected unauthorized use of your user account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your or anyone else's password.  You are responsible for any activities which occur under your user account.

    By registering as a user of or by using our Digital Tools, you grant us permission to contact you at your e-mail address provided.  To stop receiving our marketing e-mails, please follow the opt-out procedures outlined in our Privacy Policy.

  5. Payment and Refunds

    An upgrade from the free trial to any paying plan will immediately bill you.

    For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. For annual payment plans, the Service is billed in advance on an annual basis and is non-refundable. There will be no refunds or credits for partial months (in the case of monthly payment) or partial years (in the case of annual payment) of service, upgrade/downgrade refunds, or refunds for months unused with an active account. In order to treat everyone equally, no exceptions will be made.

    All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

  6. Cancellation and Termination

    Only the manager of a team can cancel an account.

    You are responsible for properly canceling your account. Cancellations can be made at any time by going to your Settings page.

    Cancelling your Service may cause the loss of your Content; it may not be able to be recovered once your account is cancelled.

    If you cancel the Service before the end of your current paid period, your cancellation will take effect immediately and you will not be charged again.

  7. Privacy

    We are committed to protecting your privacy and security.  For more information, you should review our Privacy Policy, which is hereby incorporated into these Terms & Conditions.  While we take reasonable steps to safeguard and to prevent unauthorized access to your personal information, we are not responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied, or otherwise, that we will prevent unauthorized access to your personal information.

  8. Community Standards and Conduct Guidelines

    You acknowledge that all Content posted, e-mailed, or otherwise transmitted to or on our Digital Tools, whether posted at our request or voluntarily, and whether publicly posted or privately transmitted (collectively, the "Postings"), are the sole responsibility of the person who made such Postings.  This means that you are responsible for all Postings that you post, e-mail, or otherwise transmit to our Digital Tools.  We do not endorse or control the Postings posted, e-mailed, or otherwise transmitted on our Digital Tools by others and, as such, we do not guarantee the accuracy, integrity, or quality of such Postings.  Although we have adopted community standards and conduct guidelines for the users of our Digital Tools (as described below), you understand that by using our Digital Tools, you may be exposed to Postings that are offensive or objectionable.  Under no circumstances will we be liable in any way for any Postings (other than for Content developed by us), including, but not limited to, for any errors or omissions in any Postings, or for any loss or damage of any kind incurred as a result of the use of any Postings posted, e-mailed, or otherwise transmitted to or through our Digital Tools.

    You agree not to use our Digital Tools (including any Community Areas) to:

    1. Upload, post, e-mail, or otherwise transmit any Postings or other materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable (in our sole discretion);
    2. Harm minors in any way, or solicit or otherwise attempt to gain any information from a minor;
    3. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with SYP or our affiliates or any other person or entity;
    4. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Postings or other materials transmitted to or through our Digital Tools;
    5. Upload, post, e-mail, or otherwise transmit any Postings or other materials that are not your own, or that you do not have a right to upload, post, e-mail, or otherwise transmit (such as insider information, proprietary and confidential information learned or disclosed as part of employment or confidential relationships);
    6. Upload, post, e-mail, or otherwise transmit any Postings or other materials that infringe upon any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary rights of any person or entity;
    7. Upload, post, e-mail, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of commercial solicitation, except in those areas, if any, that are specifically designated for such purpose;
    8. Upload, post, e-mail, or otherwise transmit any Postings or other materials that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    9. Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of a Community Area are able to type, or otherwise act in a manner that negatively affects or otherwise diminishes the quality of another user's experience of our Digital Tools;
    10. Interfere with or disrupt our Digital Tools or servers or networks connected to our Digital Tools, or disobey any requirements, procedures, policies, or regulations of networks connected to our Digital Tools;
    11. Intentionally or unintentionally violate any applicable local, state, national, or international law;
    12. "Stalk" or otherwise harass another user or employee of our Digital Tools; or
    13. Solicit, collect, or post personal data or attempt to solicit, collect, or post personal data about other users of our Digital Tools, including user names or passwords; or access or attempt to access another user's account without his or her consent.
    14. Your privilege to use our Digital Tools and contribute to discussions on the Community Areas depends on your compliance with the community standards and conduct guidelines set forth above.  We may revoke your privileges to use our Digital Tools, participate in any Community Area, and/or take any other appropriate measures to enforce these community standards and conduct guidelines if violations are brought to our attention.

      Except as may otherwise be provided in our Privacy Policy, all Community Area communications are public and not private communications.  We reserve the right to monitor any or no areas of our Digital Tools for adherence to the community standards and conduct guidelines set forth above or for any other purpose.  Although we reserve the right to remove, without notice, any Posting for any reason, we have no obligation to review Content prior to the Content's posting or to delete Postings that you may find objectionable or offensive.  We are not responsible for maintaining a copy of any material we remove from our Digital Tools, and we are not liable for any loss you incur in the event that Content you post or transmit to our Digital Tools is removed.

  9. Submissions

    If, at our request or on your own, you send, e-mail, post, or otherwise transmit to us or our Digital Tools any Content (collectively, the "Submissions"), you grant us and our successors and assigns a royalty-free, perpetual, irrevocable, non-exclusive right (including any moral rights) and license (as well as consent) to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, communicate to the public, perform, and display any Submissions (in whole or in part and with or without the use of your name) worldwide and/or to incorporate the Submissions in other works in any form, media, or technology now known or later developed, for the full term of any copyrights, trademarks, and other intellectual and proprietary rights (collectively, the "Rights") that may exist in such Submissions.  To the extent moral rights are not assignable under applicable law, you hereby waive all moral rights in the Submissions.  You also warrant that, to the extent you are not the exclusive holder of all Rights in a Submission, any third party holder of any Rights, including moral rights in such Submission, has completely and effectively waived all such Rights and validly and irrevocably granted to you the right to grant the license stated above.  We shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.  You also permit any user to access, display, view, store, and reproduce any Submission that you have made available in a Community Area for personal use.  Subject to the foregoing, the owner of a Submission placed on our Digital Tools retains any and all Rights that may exist in such Submission.  Except as provided in our Privacy Policy, none of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions.

  10. Our Policy re Children; Parental or Guardian Permission

    Some of the Content on our Digital Tools may not be appropriate for children.  CHILDREN UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE OUR DIGITAL TOOLS, and we strongly recommend that children between the ages of 13 and 18 obtain their parent's or guardian's consent before viewing our Digital Tools.  Individuals under the age of 18 must obtain parental or guardian permission and counter-signature to enter into any binding agreements with us.

  11. Links

    These Terms & Conditions apply only to our Digital Tools, and not to the websites of any other person or entity.  From time to time, we may provide links to other websites or resources.  These links are for convenience of reference only.  We are not responsible for the availability of such external websites or resources, and we do not endorse any content, advertising, products, or other materials available through such websites or resources.  We will not be responsible or liable for any loss you incur in connection with your use of, or reliance on, any content, advertisements, products, or other resources available on any other website. You should direct any concerns with respect to any other website or resources to that website's administrator or webmaster or other resource contact.

  12. Copyright Complaints

    We respect the intellectual property of others, and we ask our users to do the same.  The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.  If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us and include the following information:

    1. a physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;
    2. identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on our Digital Tools are covered by a single notification, a representative list of such works);
    3. identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Digital Tools;
    4. your name, mailing address, telephone number and e-mail address;
    5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
    6. a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner's behalf.

    If you believe that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.  Notices and counter-notices with respect to our Digital Tools should be sent to our designated agent for notice of claims of copyright infringement: Teamworks Division, c/o SYPartners, LLC, Attention: Project Manager, 218 W. 18th Street, 10th Floor, New York, NY  10011, with a copy to: contact@teamworks.is.

  13. Disclaimers of Warranties

    THE DIGITAL TOOLS PROVIDED IN THIS BETA TEST ARE NOT FULLY TESTED PRODUCT OFFERINGS, AND HAVE NOT BEEN COMPLETED ACCORDING TO OUR NORMAL DEVELOPMENT PROCEDURES.  YOUR USE OF THE DIGITAL TOOLS IS AT YOUR SOLE RISK; THE DIGITAL TOOLS AND ASSOCIATED MEDIA AND DOCUMENTATION MAY CONTAIN DEFECTS, FAIL TO COMPLY WITH APPLICABLE SPECIFICATIONS, AND MAY PRODUCE UNINTENDED OR ERRONEOUS RESULTS WHEN OPERATED IN COMBINATION WITH OTHER PRODUCTS.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS & CONDITIONS OR OUR DIGITAL TOOLS, THE PRODUCTS, OFFERINGS, CONTENT, AND MATERIALS ON OR AVAILABLE THROUGH OUR DIGITAL TOOLS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  EXCEPT AS EXPRESSLY STATED HEREIN, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY OUR DIGITAL TOOLS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SUITABILITY, SECURITY, ACCURACY, QUALITY OF DATA, RESULTS OF USE OF PRODUCTS OR SERVICES, NON-INFRINGEMENT, NON-INTERRUPTION, ERROR-FREE, OR LACK OF VIRUSES.

    NO ADVICE OR INFORMATION OBTAINED BY YOU FROM OUR PERSONNEL OR THROUGH OUR DIGITAL TOOLS SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS & CONDITIONS.

  14. Limitation of Liability

    THE ENTIRE RISK ARISING OUT OF THE USE OF OUR DIGITAL TOOLS, THE USE OR DOWNLOAD OF ANY PRODUCTS OR SERVICES OFFERED THROUGH OUR DIGITAL TOOLS, AND THE USE OR DOWNLOAD OF ANY CONTENT REMAINS WITH YOU.  IN NO EVENT, WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE OUR DIGITAL TOOLS; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON OUR DIGITAL TOOLS OR ANY WEBSITE, WEBSITES OR RESOURCES LINKED TO OUR DIGITAL TOOLS, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR DIGITAL TOOLS; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR DIGITAL TOOLS; OR (F) ANY OTHER MATTER RELATING TO OUR DIGITAL TOOLS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

    IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR DIGITAL TOOLS, OR WITH ANY OF THESE TERMS & CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF OUR DIGITAL TOOLS.  WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OUR DIGITAL TOOLS.

    THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES SET FORTH HEREIN CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

  15. Indemnification

    You agree to indemnify, defend, and hold harmless SYP and our affiliates, and our respective officers, directors, employees, members, managers, stockholders, agents, and representatives from any third party claims, liability, damages, and/or costs (including, but not limited to, reasonable attorneys fees and expenses) arising from your improper use of our Digital Tools or our products or offerings, your violation of these Terms & Conditions, or your infringement, or the infringement or use by any other user of your account, of any intellectual property or other right of any person or entity.

  16. Governing Law and Choice of Forum

    These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action arising out of or relating to your use of our Digital Tools or these Terms & Conditions shall be filed only in the state or federal courts located in San Francisco County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

  17. Miscellaneous Terms

    In any action against us arising from the use of our Digital Tools, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs and reasonable attorney's fees.

    No failure or delay by SYP or our affiliates to take action, or to exercise any right, under these Terms & Conditions will constitute a waiver by such party of any such provision or right in that or any other instance.  If any provision of these terms shall be invalid or unenforceable, then that provision shall be severable from these terms and shall not affect the validity and enforceability of any remaining provisions.  These Terms & Conditions, together with our Privacy Policy, are the entire agreement between you and us relating to the subject matter herein.

    We may assign our rights and obligations under these Terms & Conditions, and these Terms & Conditions will inure to the benefit of our successors, assigns, and licensees.  Any attempt by you to assign, transfer, or delegate these Terms & Conditions shall be null and void.