THESE TERMS OF USE AND LICENSE AGREEMENT (“TERMS”) SET FORTH A LEGALLY BINDING AGREEMENT BETWEEN YOU AND TEAM EXCEL, INC.  THESE TERMS GOVERN YOUR USE OF THE ONLINE PLATFORM (THE “PLATFORM”) ACCESSIBLE AT WWW.TEAMEXCEL.COM, INCLUDING ALL INFORMATION, SERVICES AND OTHER CONTENT PROVIDED  BY OR THROUGH THE WEBSITE.  THE PLATFORM AND WEBSITE ARE COLLECTIVELY REFERRED TO HEREIN AS THE “SITE.”   PLEASE READ THESE TERMS CAREFULLY.  BY ACCESSING OR USING THE SITE, (1) YOU ARE ACCEPTING THESE TERMS (PERSONALLY AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY THAT YOU REPRESENT WHEN USING THE SITE OR THAT YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT (COLLECTIVELY, THE “LICENSEE”)), AND (2) REPRESENT THAT YOU ARE ACCESSING THE SERVICES ON BEHALF OF AND IN YOUR CAPACITY AS AN AUTHORIZED USER OF THE LICENSEE.  IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.   

ARBITRATION NOTICE
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THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT INCLUDING A WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.  PLEASE SEE THE BINDING ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW FOR ADDITIONAL DETAILS.  
 
PRIVACY POLICY 
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Please click here to view Team Excel’s Privacy Policy, which applies to personal information collected from or provided by you on the Site.
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MODIFICATIONS
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Team Excel reserves the right to modify and update these Terms by providing such updates via the Site and to modify and update any aspect of the Site at any time in its sole discretion.  Your continued access to or use of the Site will constitute your acceptance of any modifications and updates made by Team Excel. 
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YOUR ACCOUNT
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You may be required to create an account with Team Excel (“Account”) in order to access certain information, data, text, software, audio, photographs, graphics, video, messages, and/or other materials accessible through the Site (collectively, “Content”).  You are not permitted to share, sell, distribute or otherwise transfer your Account or allow your login credentials to be used by any other individual.  Team Excel may terminate your Account and suspend your use of the Platform for any reason or no reason, without prior notice to you, including but not limited to if Team Excel suspects that your Account is being used in an unauthorized manner.
 
USER MATERIAL 
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General Terms.  The Platform contains message boards, discussion groups and other public forums through which users may submit, post or display on or through the Platform, including but not limited to reviews, comments, ideas, photos, student works  and other information (collectively, “User Material”).  While Team Excel does not normally review or monitor submissions of User Material, Team Excel reserves the right to block, refuse, delete, remove or edit, in whole or in part, any User Material that violates these Terms or is otherwise objectionable, as determined by Team Excel in its sole discretion.  Team Excel assumes no liability in connection with your use of any User Material published on the Site, including any errors or omissions contained in such User Material, or for any loss or damage incurred as a result of your use of any User Material.  To the extent you submit, post, or display any User Material on or through the Platform, Team Excel cannot and does not guarantee that your User Material will not be misused by other users.  You are solely responsible and assume all risks associated with any User Material you submit, post or display on or through the Platform.  
  
Student Data Privacy and Consent.  In connection with any User Material submitted, posted, or displayed by you, you affirm, represent, and warrant the following: (1) you agree to comply with all applicable student data privacy laws, including the Family Educational Rights and Privacy Act (20 U.S.C. 1232g) and the Family Educational Rights and Privacy Act Regulations (34 CFR Part 99), as amended or otherwise modified from time to time (collectively, “FERPA”); (2) you have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Material relating to any natural person who is identifiable in the User Material, to use such person’s name or likeness in the manner contemplated by these Terms, and each such person has released you from any liability that may arise in relation to such use; and (3) your User Material and Team Excel’s use thereof as contemplated by these Terms will not infringe, misappropriate, or otherwise violate any rights of any third party, including but not limited to any privacy rights.
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Student Information and Depictions.  In connection with any User Material submitted, posted, or displayed by you, you affirm, represent and warrant that (1) you have redacted all information that could be used to identify any student (e.g., name, address) and (2) any photo or video depicting a student complies with the U.S. Department of Education’s guidance.
 
Acceptable Use Policy.  In addition to the foregoing representations and warranties, you agree that you will not post, submit, or display any User Material or use the Site in a manner that: (1) is obscene, inappropriate, threatening, harassing, abusive, false, inaccurate, deceptive, libelous, defamatory, vulgar, pornographic, invasive of privacy or is otherwise injurious to third parties; (2) constitutes a criminal offense, gives rise to civil liability, or otherwise violates any local, state, national, or international law; (3) contains computer viruses, malware, bots, worms, Trojan horses or other harmful, disruptive, or destructive materials that limit the functionality of any computer software, hardware, or telecommunications equipment; (4) includes advertisements, promotional materials, spam, junk mail, pyramid schemes or other forms of solicitation; (5) impersonates another person or entity or falsely states or misrepresents your affiliation with a person or entity; (6) attempts to or disguises the origin of any User Material submitted, posted, or displayed on the Platform; (7) implies Team Excel’s endorsement of any of your User Material; (8) restricts or interferes with any other user’s ability to use or enjoy the Site, as determined by Team Excel in its sole discretion;  (9) tampers with postings, registration information, profiles, submissions or content of other users; (10) uses any robot, spider, scraper or other automated means or interface not provided by Team Excel to access the Site; (11) extracts data or gathers or uses information available through the Site through any means not intentionally made available or provided for through the Site; (12) violates contractual or fiduciary relationships; or (13) violates these Terms or uses the Site in any manner that is inconsistent with the purposes or objectives of the Site, as determined in good faith by Team Excel.  Team Excel has the right to suspend or terminate access to the Site and seek other legal or equitable remedies, upon becoming aware of any violation of this Acceptable Use Policy by Licensee or its Authorized Users.
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LICENSES
 
License Grant to Licensee (the “License”).  Subject to these Terms, Team Excel grants to Licensee a nonexclusive, royalty-free, non-transferable license, without the right to sublicense, to use the Platform and any output from the Platform in the United States for Licensee’s evaluation purposes solely in connection with furthering Licensee’s educational objectives for students in grades K – 12 and higher education, and not for any business decisions or commercial use (the “Permitted Purpose”). 
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Authorized Users.  When the Licensee is a company or other legal entity, the License to use the Platform includes the right for Licensee to request registration of Authorized Users to use the Platform.  “Authorized User” means a natural person who is an employee, contractor, or student of Licensee, who has been authorized by Licensee to use the Platform, and who has been registered with Team Excel with a username and password.  The Licensee will (1) be liable for the acts and omissions of its Authorized Users; and (2) ensure that each Authorized User is aware of, and complies with, the obligations and restrictions imposed on the Licensee under these Terms and any other end user license agreement posted on the Site, including all obligations and restrictions relating to use of the Platform.  
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Third Party Services.  The Platform may include links to or plug-ins of third-party websites, apps or services that may be operated by companies not affiliated with Team Excel.  The inclusion of such links or plug-ins on the Platform is provided solely as a convenience to Licensee, and Team Excel makes no representations or warranties regarding any such third-party website, app or service.   Licensee understands that clicking on any link to or plug-in of a third-party website, app or service, connects  Licensee directly to the third-party website, app or service, and subjects Licensee to any terms, policies and privacy practices of such third party.  TEAM EXCEL IS NOT RESPONSIBLE FOR THE SUBSTANCE OR ACCESSIBILITY OF ANY THIRD PARTY SERVICES ACCESSIBLE THROUGH THE SITE AND LICENSEE BEARS ALL RISKS ASSOCIATED WITH ACCESS TO AND/OR USE OF SUCH CONTENT. 
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Additional Terms, Conditions and Policies of Team Excel.
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Please note that certain programs, services and events of Team Excel may be governed by additional or separate terms, conditions or policies, all of which are made a part of these Terms of Use by this reference. It is your responsibility to comply with those terms and conditions, as well as all laws and regulations that apply to your use of any product or service offered by Team Excel. In the event of any conflict between these Terms of Use and any other terms, conditions or policies, such other term, condition, or policy will govern solely with respect to those programs, services and events as may be further explained in such terms, conditions or policies.   
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License Grant to Team Excel.  Licensee, including its Authorized Users, hereby grants to Team Excel, its employees, contractors, and agents, a worldwide, perpetual, irrevocable, transferable, nonexclusive, royalty-free license, with the right to sublicense, to incorporate User Material into the Platform and use for any purpose in connection with the Site, subject to the terms set out in our Privacy Policy.  
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Additional Consideration. In consideration for the benefits provided to Licensee, Licensee and its Authorized Users agree to support the development of the Platform by providing suggestions and feedback with respect to the  Platform, including suggestions and feedback on usability, improvements, and other technical aspects of the  Platform (collectively, “Feedback”).  Licensee is encouraged to develop a relevant case study of Licensee’s use of the  Platform for Team Excel to share with other visitors to the Site (“Licensee Case Study”).  Licensee, including its Authorized Users, hereby grants to Team Excel, a worldwide, perpetual, irrevocable, transferable, nonexclusive, royalty-free license, with the right to sublicense, to use and exploit for any purpose any Feedback provided or disclosed hereunder by Licensee or its Authorized Users.
 
LIMITATIONS ON USE
 
Use Restrictions.  Except as expressly permitted by these Terms or required by law, the Licensee (including its Authorized Users) will not:

• use, copy, modify, adapt, correct errors, or create derivative works from, the Platform or any component thereof, or use the Platform to create a competing system;

• decode, reverse engineer, disassemble, decompile or otherwise translate or convert the Platform or any component thereof; 

• assign, sub-license, lease, resell, distribute or otherwise deal in or encumber the Platform;

• use the Platform, or permit it to be installed or used, on behalf of any third party or outside of the Permitted Purpose; or 

• use the Platform, or any output from the Platform, for any commercial purpose, such as promotion or sale of its products.

 
Online Instructions.  The Licensee will use the Platform at all times in accordance with these Terms and with any online instructions provided by Team Excel, including any online instructions on the Platform.
 
ACCESS TO PLATFORM
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Provisioning Representative.  When the Licensee is a company or other legal entity, Licensee will designate one or more of its employees as a primary contact for communication with Team Excel (the “Provisioning Representative”) and will notify Team Excel in writing of such designation and any changes thereto.  Licensee represents that the Provisioning Representative is at least 18 years of age or older and has authority on Licensee’s behalf to request to add and remove Authorized Users, and otherwise act on Licensee’s behalf regarding all matters associated with these Terms.
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User IDs; Passwords.  Team Excel will provide Licensee with a log-in ID for Licensee’s Provisioning Representative. Licensee’s  Provisioning Representative or league “owner”, can then add additional Authorized Users through the Platform, by entering each Authorized User’s name and email address. Each Authorized User will then receive an email that allows them to click to accept the invitation. Upon accepting the invitation, the Authorized User will be taken to a screen to enter a unique password and to accept these Terms.
 
Licensee will be solely responsible for safeguarding the log-ins and otherwise complying with the password and security procedures Team Excel establishes from time to time.  Licensee will promptly request that Team Excel assist with resetting passwords if Licensee becomes aware of any information suggesting that the security of any log-ins or the security procedures have been compromised in any way.   
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Changes to Authorized Users.  Licensee may add or remove Authorized Users to the Platform at any time during the Term.  Licensee may contact Team Excel at the following email address: info@teamexcel.com, if Licensee has questions related to this functionality.
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Technical Environment.  Licensee will acquire and maintain throughout the Term (defined below) the hardware, software, web browser, and Internet access that is required to use the Platform, and will comply with any other technical specifications that Team Excel may provide to Licensee from time to time during the Term.
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DISCLAIMER OF WARRANTIES
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THE SITE IS PROVIDED ON AN “AS IS” BASIS.  TO THE GREATEST EXTENT ALLOWED BY LAW, TEAM EXCEL AND THE DEVELOPERS OF THE SITE (“SOFTWARE DEVELOPERS”) EACH DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, ANY CONTENT OR DOCUMENTATION ASSOCIATED THEREWITH, AND ANY SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS.  TEAM EXCEL AND THE SOFTWARE DEVELOPERS EACH HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR USE OR PURPOSE, ANY WARRANTY EXPRESS OR IMPLIED OF NONINFRINGEMENT, AND ANY REPRESENTATION OR WARRANTY THAT THE SITE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION.  TEAM EXCEL AND THE SOFTWARE DEVELOPERS EACH FURTHER DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NATURE AND QUALITY OF ANY OTHER PERFORMANCE BY TEAM EXCEL OR THE SOFTWARE DEVELOPERS HEREUNDER OR THAT THE SITE WILL MEET THE LICENSEE’S INDIVIDUAL NEEDS, WHETHER OR NOT SUCH NEEDS HAVE BEEN COMMUNICATED TO TEAM EXCEL.  ANY WRITTEN OR ORAL REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BE ENFORCEABLE BY LICENSEE.  
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Team Excel will attempt to correct errors that are brought to its attention.  However, Team Excel accepts no responsibility or liability whatsoever with regard to the information on the Platform.  This information is: (1) not necessarily comprehensive, complete, accurate or up to date; (2) sometimes linked to external sites over which Team Excel has no control and for which Team Excel assumes no responsibility; and (3) not professional or legal advice.
 
INTELLECTUAL PROPERTY
 
Intellectual Property Ownership.  “Intellectual Property” or “IP” means patents, utility models, trademarks, copyrights, database rights, design rights, registered designs, trade secrets, know-how, inventions, improvements, discoveries and all other intellectual property rights and/or industrial property rights, worldwide (in each case whether registered or unregistered or registrable or unregistrable) and including applications for such rights, all extensions and renewals of the foregoing, and in each case all rights and forms of protection having equivalent and similar effect anywhere in the world.  Team Excel and its licensors exclusively own all right, title and interest in and to the Site and its components, including without limitation all updates, upgrades, improvements, derivative works, enhancements, inventions, discoveries, modifications, and custom features and functions to the Site, and all Intellectual Property in the foregoing. 
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No Implied License.  Team Excel reserves all rights not expressly granted herein.  Except for the License to use the Platform granted by Team Excel under these Terms, no right or license is granted hereunder by Team Excel, whether by implication, estoppel or otherwise, to any Intellectual Property of Team Excel.
Notice of Unauthorized Use.  Licensee will promptly notify Team Excel of any unauthorized use or access to the Platform upon Licensee obtaining any actual knowledge or notice thereof.
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INDEMNIFICATION
 
Licensee agrees to indemnify, defend and hold harmless Team Excel and its current, future, and former officers, directors, employees, agents, licensors, and contractors, from and against all losses, expenses, damages, fines, penalties and other costs, including reasonable attorneys’ fees and costs, arising out of or related to (1) Licensee’s or its Authorized Users’ use or misuse of the Site, including any Content; (2) Licensee’s or its Authorized Users’ breach of these Terms; or (3) any User Materials submitted by Licensee or its Authorized Users to the Site.  Team Excel reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section, in which event Licensee agrees to cooperate with any reasonable requests assisting Team Excel’s defense of such matter. 
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LIMITATION OF LIABILITY
 
IN NO EVENT WILL TEAM EXCEL OR ITS LICENSORS, BE LIABLE TO LICENSEE (INCLUDING ITS AUTHORIZED USERS) FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST REVENUES OR PROFITS, ARISING OUT OF OR RELATED TO LICENSEE’S OR ITS AUTHORIZED USERS’ USE OF THE SITE OR THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT TEAM EXCEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, THE  LIABILITY OF TEAM EXCEL IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTION.
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MOBILE APPLICATION
 
If you are using Team Excel’s mobile application (the “App”), you agree to use the App in accordance with these Terms and any applicable third party terms, rules or agreements, such as those published by your third-party mobile phone or tablet operating system, wireless data service provider, or the third party from whom you are downloading the App using the Apple App Store or Google Play, as applicable. You are responsible for reviewing the applicable Apple App Store or Google Play terms and conditions and complying with such terms and conditions while using the App.  If you object to any of the terms and conditions, your sole recourse shall be to cease using the App.
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Without limiting the foregoing, if you are downloading the App through the Apple App Store for use on an Apple-branded product, you agree to comply with the Licensed Application End User License Agreement set forth in the Apple Media Services Terms and Conditions, which can be accessed and downloaded at: https://www.apple.com/legal/internet-services/itunes/us/terms.html. You acknowledge and agree that:
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• Acknowledgment of Parties; Third Party Beneficiary. These Terms are made between you and Team Excel, and that Team Excel, not Apple Inc. ("Apple"), is responsible for the App and its content. Notwithstanding the foregoing, Apple and Apple's subsidiaries are third party beneficiaries of these Terms and, upon your acceptance of these Terms, will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof. Team Excel’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.

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• Scope of the License. The license you have been granted in these Terms is limited to a non-transferable license to use the App on any Apple-branded product that you own or control and as permitted by the Usage Rules set forth in Apple's App Store Terms of Service, except that the App may be accessed and used by other accounts associated with your Apple App Store account via Family Sharing or volume purchasing.

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• Maintenance and Support. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App.

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• Warranty. To the maximum extent permitted by applicable law, you agree that your recourse for warranty failure in connection with the App pursuant to these Terms shall be through Team Excel, and Apple will have no other warranty obligation whatsoever with respect to the App, nor be responsible for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty.

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• Product Claims. You agree that your recourse for product claims arising from the App shall be through Team Excel, and that Apple is not responsible for addressing any claims from you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

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• Intellectual Property Rights. In the event of any third party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, you agree that your recourse under these Terms will be through Team Excel and that Apple will not be responsible for the investigation, defense, settlement and discharge of any such infringement claim.

 
TERM AND TERMINATION
 
Term.  These Terms will take effect from the earlier of: the date that Licensee or an Authorized User acting on behalf of Licensee accepts these Terms, or the date that Licensee or the Authorized User begins using the Site.  These Terms will continue in force until terminated in accordance with these Terms (the “Term”). 
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Termination for Convenience.  Team Excel may terminate these Terms, including termination of Licensee’s and its Authorized Users’ access to the Platform, for convenience (without cause) at any time by providing written notice to Licensee, including email notice.
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Survival of Accrued Rights.  Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, or that are expressly or by implication intended to continue beyond termination of these Terms.  Without limiting the foregoing, the following sections of these Terms will survive any such expiration or termination:  Disclaimer of Warranties, Intellectual Property, Limitation of Liability, Indemnification, Binding Arbitration and Class Action Waiver, and Miscellaneous.
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Other Effects of Termination.  Upon the termination of these Terms however occasioned Licensee will immediately cease to hold itself out as licensed to use the Platform and will cease to use the Platform.  
 
DIGITAL MILLENNIUM COPYRIGHT ACT  
 
If you believe that any Content or materials available on the Site infringe your copyright or the copyright of a person on whose behalf you are authorized to act, you may send a written notice of complaint to our designated copyright agent:
 
Team Excel, Inc. 
1717 E. Cary Street
Richmond, VA 23223 
Attn: DMCA Complaint 
info@teamexcel.com
 
You must include the following information in your complaint:
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• a description of the copyrighted work or other intellectual property that you claim has been infringed;

• a description of the material that you claim is infringing with respect to the Site;

• your e-mail address, mailing address and telephone number;

• a statement by you that you have a good faith belief that the use of the material on the Site is not authorized by the copyright owner, the copyright owner’s agent or law;

• a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf; and

• an electronic or physical signature of the copyright owner or person authorized to act on behalf of the copyright owner.

 
GENERAL PROVISIONS
 
Assignment of Rights.  Licensee shall not assign or transfer any of its rights or obligations under these Terms without the prior written consent of Team Excel, which Team Excel may withhold in its sole discretion.  Team Excel may assign or transfer any of its rights or obligations under these Terms, in whole or in part, to any third party, in Team Excel’s sole discretion.
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Entire Agreement.  These Terms constitute the entire agreement between the parties with respect to the subject matter hereof.
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Severability.  If any provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms.   
 
Compliance with Laws.  Each party covenants that it will comply with all applicable federal, state, and local laws, ordinances, regulations, and codes when performing its obligations and exercising its rights pursuant to these Terms.
 
Binding Arbitration and Class Action Waiver.
 
THE PARTIES EXPRESSLY AGREE TO ARBITRATE ANY CONTROVERSY, CLAIM OR DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO LICENSEE’S OR ITS AUTHORIZED USERS’ USE OF THE SITE OR THESE TERMS.  EACH PARTY IS GIVING UP ITS RIGHT TO SUE IN COURT AND TO HAVE ANY CONTROVERSY, CLAIM OR DISPUTE HEARD BY A JUDGE OR JURY.  THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO THRESHOLD ARBITRABILITY ISSUES, INCLUDING ISSUES RELATED TO WHETHER THIS AGREEMENT TO ARBITRATE IS UNCONSCIONABLE OR ILLUSORY AND ANY DEFENSE TO ARBITRATION.  YOU ALSO AGREE THAT ANY ARBITRATION MAY ONLY BE BROUGHT IN YOUR AND OUR INDIVIDUAL CAPACITIES, NOT AS A CLASS, PURPORTED CLASS OR REPRESENTATIVE ACTION.  THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
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The mutual promise by you and Team Excel to arbitrate any and all disputes, and to do so on an individual basis, rather than to litigate before the courts or other bodies, provides the mutual consideration for this agreement to arbitrate.
 
Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.
 
Unless Team Excel and Licensee otherwise agree, the arbitration will be conducted in the Commonwealth of Virginia, USA, by a single neutral arbitrator and in accordance with the then-current rules for resolution of disputes of the American Arbitration Association (AAA) (available online at www.adr.org). The parties are entitled to representation by an attorney or other representative of their choosing. The parties agree to abide by and perform any award rendered by the arbitrator. The arbitrator shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction thereof. The arbitration shall be confidential. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
 
This agreement to arbitrate shall not preclude either party from seeking provisional or equitable remedies, including specific performance, in aid of arbitration from a court of appropriate jurisdiction.
NOTWITHSTANDING THE ABOVE, LICENSEE MAY CHOOSE TO PURSUE A CLAIM IN COURT AND NOT BY ARBITRATION IF LICENSEE OPTS OUT OF THIS ARBITRATION PROVISION WITHIN 30 DAYS FROM THE EARLIER OF: (1) THE DATE LICENSEE REGISTERS FOR AN ACCOUNT, OR (2) THE DATE LICENSEE FIRST SIGNED AN AGREEMENT WITH TEAM EXCEL THAT CONTAINED AN ARBITRATION PROVISION.  The opt-out notice must be postmarked no later than the applicable deadline and mailed to Team Excel, 1717 E. Cary St., Richmond, VA 23223.  The opt-out notice must state that Licensee does not agree to this arbitration provision and must include the name, address, phone number and email address associated with Licensee’s Account.  Licensee must sign the opt-out notice in order for it to be effective. This procedure is the only way Licensee can opt out of this arbitration provision; failure to comply strictly with this procedure and the applicable deadline automatically will render the opt-out notice null and void.  If Licensee opts out of the arbitration provision, all other parts of these Terms will continue to apply. 
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Governing Law.  These Terms shall be governed by, construed and enforced in accordance with, the laws of the Commonwealth of Virginia without giving effect to its principles of conflicts of laws that would cause the application of the laws of any other jurisdiction. 
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Export Control.  Team Excel controls and operates the Site from the United States and does not claim that any part of the Site is appropriate or may be accessed or used outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the Site.  You agree to comply with all U.S. or other export and re-export control restrictions. You represent and warrant that you are not (1) located in, or a resident or a national of, any country subject to a U.S. government embargo or similar restriction, or that has been designated by the U.S. government as a "terrorist supporting" country; (2) listed on any U.S. government lists of prohibited or restricted parties.
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Electronic Communications. These Terms and any other documentation, agreements, notices, or communications between Team Excel and Licensee may be provided to Licensee electronically to the extent permissible by law.
 
Online Payment of Fees.  This Section applies to any subscription payments for Platform use you make using the functionality provided on the Site. If you wish to make online payments through the Site, you may be asked to supply certain information relevant to the transaction including, without limitation, your credit card number, its expiration date and security code, and the billing address. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you grant to Team Excel the right to provide such information to third parties for purposes of facilitating the completion of any transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any such transaction.  Team Excel reserves the right to change its fees and related policies in its sole discretion. Subscription fees are non-refundable once paid. For questions or concerns about your subscription, please email info@teamexcel.com. 
 
How To Contact Team Excel.If you have any questions or communications regarding these Terms, please contact Team Excel at info@teamexcel.com.