Last updated: April 2, 2024

These Terms of Use (the “Terms”) govern your use of Teamworks Influencer (formerly known as “INFLCR”) and provide information about the Teamworks Influencer service and app. When you create a Teamworks Influencer account, you must agree to these Terms.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND TEAMWORKS INNOVATIONS, INC. OR ANY OF ITS AFFILIATES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

1. TEAMWORKS INFLUENCER SERVICES
   
   Teamworks Innovations, Inc. and its affiliates (collectively, “We,” “our,” “us,” or “Teamworks”) agree to provide you with Teamworks Influencer including all of the Teamworks Influencer features, applications, services, technologies, and software (the “Services”). Please read the Terms carefully before using the Services. By using the Services, you agree to be bound and abide by these Terms.
   
   Your use of the Services is also subject to our Privacy Policy, which is located at https://www.teamworks.com. We reserve the right to modify these Terms at any time as outlined in Section 7. We also reserve the right to make any changes to the Services in any manner and to deny or terminate your access to all or part of the Services, even if you have an account, in our sole discretion.

2. USE OF THIRD-PARTY CONTENT PROVIDERS CONTENT
   
   At times, the Services will include access to content (including photos or music) from various third party services (the “Third-Party Content Providers”), including without limitation, IMAGN Content Services, LLC, Getty Images, Inc., and Epidemic Sound US Inc. Your use of the Third-Party Content Providers’ content is available for social media posting purposes only and cannot be used in any other way. By providing content, Third-Party Content Providers grant you a non-exclusive, non-transferrable, limited, revocable license to Third-Party Content Providers’ content for posting on your individual personal social media accounts, which are subject to the following conditions:
3. 1. Providing Attribution for Photos. You must include proper attribution to the source of the photo in the social media posts for every post in at least one of the following ways:
      
      
      1. By providing an “@” mention of the applicable photographer (which will be provided to you); or
      2. Using the appropriate hashtag “#” for the applicable Third-Party Content Provider in the body of your social media post (which will be provided to you). By way of example only, #USATodaySports.
   2. Editorial Use Only. You agree that the use of Third-Party Content Providers’ content is for non-commercial, editorial use only and may only be posted to your individual social media account(s). Third-Party Content Providers’ content may not be used for any other purpose, including, but not limited to, promotional efforts, marketing campaigns, prints, posters, autograph cards and/or photo products of any kind. You agree that we may track interactions of Third-Party Content Providers’ content, which include but are not limited to, shares and downloads.
   3. Storage and Transfer of Content. You agree not to save or store Third-Party Content Providers’ content in any manner, including on the hard drive of any device or on the camera roll of a camera. You also agree not to transfer Third-Party Content Providers content to any other person or place via text message, SMS, e-mail, or any other digital or physical means.
   4. No Alterations. You agree not to alter, modify, or change or any aspect of the images.
   5. Epidemic Sound. Your right to access and use the Epidemic Sound platform and the sound recordings contained in the Epidemic Sound music catalog is subject to your compliance with the license terms of Epidemic Sounds US, Inc.
   6. INDEMNIFICATION. YOU ACKNOWLEDGE AND AGREE THAT THIRD-PARTY CONTENT PROVIDERS’ CONTENT IS OWNED BY THE APPLICABLE THIRD-PARTY CONTENT PROVIDER. AS A RESULT, EACH THIRD-PARTY CONTENT PROVIDER HAS THE RIGHT TO ENFORCE THEIR RIGHTS DIRECTLY AGAINST YOU. YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND TEAMWORKS FROM ANY COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), LOSSES, DAMAGES OR LIABILITY ARISING FROM ACTUAL OR ALLEGED IMPROPER USE OF THIRD-PARTY CONTENT PROVIDERS’ CONTENT BY YOU.

3. HOW YOU CAN’T USE TEAMWORKS INFLUENCER

1. 1. You can’t do anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose.
   2. You can’t do anything that is patently offensive in any manner.
   3. You can’t violate these Terms, any of our other policies, or do anything that is contrary to Teamworks’ reputation.
   4. You can’t do anything to interfere with or impair the intended operation of the Services.
   5. You can’t do anything that violates someone else’s rights, including infringing on their intellectual property rights.

4. USER CONTENT, CONTENT REMOVAL, AND DISABLING OR TERMINATING YOUR ACCOUNT
   
   The Services include the opportunity for you to post content and information (“User Content”) using various social media platforms. You are solely responsible for all User Content. In consideration for the rights granted to you under these Terms, you grant us the right to the following:

1. 1. We can remove any content, access to future content, or information you share on the Services if we believe that it violates these Terms, our policies, or we are permitted or required to do so by law. We can refuse to provide or stop providing all or part of the Services to you (including terminating or disabling your account) immediately to protect our community or the Services, or if you create risk or legal exposure for us, violate these Terms or our policies, if you infringe intellectual property rights, where we are permitted or required to do so by law, or for any other reason at our sole discretion.
   2. When you create a Teamworks Influencer account, you give Teamworks a nonexclusive, royalty-free, perpetual, irrevocable, transferable, fully paid and fully sub-licensable right to use, reproduce, make available to the public, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display User Content through any medium, whether alone or in combination with other content or materials, in any manner and by any means, method or technology, whether now known or hereafter created, but only to the extent reasonably necessary for Teamworks to provide the Services in accordance with these Terms. Subject to the limited license granted herein, Teamworks acquires no right, title or interest in User Content. To the extent such content is attached to a user profile on the Services, the foregoing license includes a right to use your name, image, likeness, username, profile picture, and information about your actions, including endorsements of the Services, without any compensation to you. NOTWITHSTANDING THE FOREGOING, IF YOU ARE SUBJECT TO THE RULES AND REGULATIONS OF AN INTERCOLLEGIATE ATHLETICS ASSOCIATION OR OTHER AMATEUR GOVERNING BODY,, YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND TEAMWORKS FROM ANY COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), LOSSES, DAMAGES OR LIABILITY ARISING FROM ACTUAL OR ALLEGED VIOLATIONS OF SUCH RULES AND REGULATIONS.
   3. You agree that you may be required to download and install updates to the Services on your device.

5. TEAMWORKS OWNERSHIP OF THE SERVICES AND SOFTWARE
   
   The Services and any other application or software provided to you under these Terms shall remain the sole and exclusive property of Teamworks, including all applicable rights to patents, copyrights, trademarks, trade secrets, and other intellectual property rights of Teamworks inherent therein. You further agree that you shall not in any way question or dispute ownership by Teamworks of the Services. In addition, you shall not:

1. 1. Copy all or any portion of the Services;
   2. Modify the Services in any way;
   3. Distribute, disclose, market, rent, lease, assign, sublicense, pledge or otherwise transfer any of the Services, in whole or in part, to any third party;
   4. Remove or alter any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on the Services;
   5. Post private or confidential information or do anything that violates someone else’s rights, including intellectual property; 
   6. Use the Services for any purpose or in any manner other than as expressed in these Terms.

6. ADDITIONAL TERMS

1. 1. If any aspect of these Terms is unenforceable, the rest will remain in effect. Any amendment or waiver to these Terms must be in writing and signed by us. If we fail to enforce any aspect of these Terms, it will not be a waiver. We reserve all rights not expressly granted to you.
   2. These Terms do not give rights to any third parties. You cannot transfer your rights or obligations under these Terms without our consent. Our rights and obligations can be assigned to others.
   3. The Services are provided “as is,” and we can’t guarantee the Services will be safe and secure or will work perfectly all the time. To the extent permitted by law, we disclaim all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
   4. If there is an issue with our Services, we can’t know what all the possible impacts might be. You agree that we won’t be responsible for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms, even if we know they are possible. This includes when we delete your content, information, or account. Our aggregate liability arising out of or relating to these Terms will not exceed the greater of $50 or the amount you have paid us in the past twelve months.
   5. You agree to defend, indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with these Terms or your use of the Services. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
   6. Instead of using arbitration, you or we can bring claims in your local “small claims” court, if the rules of that court will allow it. If you don’t bring your claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the claims must be resolved by binding, individual arbitration. The American Arbitration Association will administer all arbitrations under its Consumer Arbitration Rules. You and we expressly waive a trial by jury. Any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Neither you or Teamworks may seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity.
   7. The laws of the State of North Carolina, to the extent not preempted by or inconsistent with federal law, will govern these Terms and any claim, without regard to conflict of law provisions.

7. UPDATING THESE TERMS
   
   We may change our Services and policies, and we may need to make changes to these Terms so that they accurately reflect our Services and policies. Unless otherwise required by law, we will notify you (for example, through our Services) before we make changes to these Terms and give you an opportunity to review them before they go into effect. Then, if you continue to use the Services, you will be bound by the updated Terms.