Welcome to the Firstup COMMunity (as defined below). Firstup, Inc. (including its affiliates, parent and subsidiaries) (“Firstup”) is the owner, operator and facilitator of the Firstup COMMunity portal (the “Site”). By accessing, using, or registering with the Site or participating in the Firstup COMMunity, you agree and agree on behalf of your organization (referred to throughout in the second person as “you,” “your,” etc.) to be contractually bound by this COMMunity Terms of Service (this "Agreement"). You represent and warrant that you have the necessary and full right, power, authority, and capability to accept this Agreement, to bind your organization, and to perform your and your organization’s obligations hereunder. You can accept this Agreement by: (a) clicking to accept or agree to this Agreement, where this option is made available to you; (b) where a link to this Agreement appears in an order form, Schedule, or other document provided to you by Firstup, by signing such document; (c) signing this Agreement, if there is a designated area to sign; or (d) actually participating in the Firstup COMMunity (as defined below) or accessing the materials therein. In the case of (d), you understand and agree that Firstup will treat your participation in the Firstup COMMunity or use of such materials as acceptance of this Agreement from that point onwards. You may not participate in the Firstup COMMunity nor use any materials therein and may not accept this Agreement if (i) you are not of legal age to form a binding contract with Firstup, or (ii) you or your organization are a person barred from receiving access to the Firstup COMMunity under the laws of the U.S. or other countries, including the country in which you are a resident or from which you access the Firstup COMMunity. You may not access the Firstup COMMunity if you do not accept this Agreement. By accepting this Agreement, you agree as follows:

​​As used herein, “Firstup COMMunity” means a community site created for users to share best practices, exchange ideas, and collaborate with Firstup and with one another.

2. YOUR PROFILE AND ACCOUNT

Your first name and last name, your organization, and your title may be publicly displayed on your Firstup COMMunity account. You agree that all information you submit to the Firstup COMMunity pages, including to profile pages, is accurate and that you will keep it current. If Firstup has grounds to suspect that your information is untrue, inaccurate or incomplete, Firstup has the right to suspend or terminate your use of the Firstup COMMunity. It is your responsibility to maintain the confidentiality of any password associated with your use of the Firstup COMMunity. You are responsible for all activity that occurs on your Firstup COMMunity account. You agree that Firstup may send you information and notices regarding the Firstup COMMunity or your Firstup COMMunity account by email, Firstup COMMunity message or other means based on the information you provide to us.

2. YOUR RESPONSIBILITIES

You will:

• treat other Firstup COMMunity users with courtesy and respect.
• be responsible for your compliance with this Agreement and all activities occurring within or from your Firstup COMMunity account,
• use commercially reasonable efforts to prevent unauthorized access to or use of the Firstup COMMunity, and notify Firstup promptly of any such unauthorized access or use, and
• use the Firstup COMMunity only in accordance with this Agreement, for its intended purpose and in compliance with all applicable laws and government regulations.

You will not:

• impersonate any other person or present any false associations with Firstup or another entity;
• make the Firstup COMMunity available to anyone else, including distributing, selling, reselling, renting, or leasing access to the Firstup COMMunity and/or its materials;
• use the Firstup COMMunity in connection with unsolicited commercial messages or in violation of any anti-spam or similar law, including but not limited to chain letters, or any other solicitation, including solicitation of lawsuits;
• use the Firstup COMMunity to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party publicity or privacy rights;
• interfere with or disrupt the integrity, operation or performance of the Firstup COMMunity or any data contained therein;
• attempt to gain unauthorized access to the Firstup COMMunity, or to Firstup’s systems or networks;
• scrape, data extract or data mine, or any related activity, from the Firstup COMMunity or otherwise collect information about other Firstup COMMunity users without their consent; or
• submit or link to any content (including any name or User ID you use in the Firstup COMMunity) that:
  • infringes or violates the intellectual property or other rights of any person or entity;
  • breaches any duty of confidentiality that you owe to anyone;
  • provides any non­public information about Firstup or any other company or person without authorization (including the names and contact information for Firstup’s employees or Firstup COMMunity users);
  • is, in Firstup’s sole discretion vulgar, offensive, inappropriate, harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable; or that Firstup rejects for any other reason in Firstup’s sole discretion;
  • contains or installs any viruses, worms, bugs, Trojan horses, malware or other malicious code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware, or to engage in phishing or other fraudulent activity; or
  • contains false or deceptive language, unsubstantiated or comparative claims regarding Firstup’s or others’ products.

In addition to your obligations under this Agreement, you are solely responsible for compliance with your own organization’s policies and requirements. Furthermore, you are responsible for compliance with any regulatory or legal requirement you may be subject to as a result of your employment, residence, or role within an organization.

Use of the Firstup COMMunity is at your sole risk. Firstup may modify the functionality of the Firstup COMMunity and its interface and/or remove any or all materials or data at any time in Firstup’s sole discretion, and such modifications may result in a loss of data associated with that functionality.

If you violate any part of this Agreement, in Firstup’s sole judgment, Firstup reserves the right to terminate your account and access and remove all of your materials and information from the Site.

If your continued use, in Firstup’s sole judgment, poses an undue or disproportionate burden on the Firstup COMMunity or Firstup system or networks, or if your activity on the Firstup COMMunity is disruptive or detrimental to other users, Firstup, or the security of the Firstup COMMunity, your account may be suspended or terminated, your organization may be notified, and you may be barred from future participation in the Firstup COMMunity and other Firstup events.

Firstup also reserves the right, in Firstup’s sole discretion and without cause at any time, and without notice to you, to remove, or refuse to post any content submitted or posted by you to the Firstup COMMunity.

3. COMMUNITY USE ANALYSIS

Firstup may track and analyze your use of the Firstup COMMunity, including, but not limited to, data submitted, for the purposes of helping Firstup improve the Firstup COMMunity and your experience in using the Firstup COMMunity. Firstup may disclose such data about your use of the Firstup COMMunity to third parties for the purpose of assisting Firstup in such tracking or analysis, or where required by law.

4. IDEAS AND FEEDBACK

Firstup COMMunity may allow for posting comments, leads, best practices, and/or feature requests for Firstup’s products and services on the Site (collectively, “Feedback”). By submitting Feedback, you acknowledge and agree that: (a) your Feedback is gratuitous, unsolicited and without restriction; (b) the Feedback does not contain confidential or proprietary information; (c) Firstup is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (d) Firstup shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide; (e) Firstup may have something similar to the Feedback already under consideration or in development; (f) you hereby grant to Firstup an irrevocable, transferable, worldwide, and perpetual license to use the Feedback for any purpose whatsoever, without any obligation of Firstup to you; and (g) you are not entitled to any compensation or reimbursement of any kind from Firstup under any circumstances related to the Feedback. You further understand that posting Feedback does not cause Firstup to undertake any obligation, such as, for example, to develop, implement, release, use, or not use a feature request.

5. NON-SOLICITATION

You agree that while participating in the Firstup COMMunity and for a period of one (1) year thereafter, you shall not, either directly or indirectly, (i) solicit or induce, or attempt to solicit or induce, any personnel of Firstup to leave such person’s employment with Firstup for any reason whatsoever, or (ii) solicit the services of any employee of Firstup except with regard to Firstup’s products or services that are currently offered, or may be offered in the future, to Firstup’s clients; provided, however, that the foregoing will not apply to Firstup’s personnel responding to general employment solicitations that are not directed at Firstup’s personnel.

6. NO WARRANTY

CONTENT POSTED BY ANYONE OTHER THAN FIRSTUP ON THE FIRSTUP COMMUNITY IS THE SOLE RESPONSIBILITY OF THE ORIGINATOR OF THAT CONTENT. FIRSTUP IS NOT RESPONSIBLE FOR ANY CONTENT POSTED BY YOU OR ANY THIRD PARTY, WHETHER OR NOT FIRSTUP REVIEWED OR MODERATED SUCH CONTENT. CONTENT POSTED BY FIRSTUP ON THE FIRSTUP COMMUNITY IS NOT PART OF ANY USER GUIDE OR LEGAL AGREEMENT. THE FIRSTUP COMMUNITY AND THE SITE, INCLUDING THE CONTENT CONTAINED THEREIN, ARE EACH PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, EXCLUSIVE OF ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. FIRSTUP DOES NOT MAKE ANY REPRESENTATION AS TO THE CONTENT’S QUALITY OR ACCURACY, AND FIRSTUP SPECIFICALLY DISCLAIMS THE COMPLETENESS, RELIABILITY, USEFULNESS, OR ORIGINALITY OF SUCH CONTENT.

7. LIMITATION OF LIABILITY

You agree that you bear all risks associated with using the Firstup COMMunity or relying upon content contained therein, including feature requests and content on the Site. IN NO EVENT SHALL FIRSTUP HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY LOSSES OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Firstup’s aggregate liability, together with the liability of Firstup’s affiliates, directors, officers, employees, contractors, representatives, agents, successors and assigns (collectively, the “Firstup Parties”), arising out of this Agreement and your use of the Site (when aggregated with all other claims against the Firstup Parties arising out of this Agreement and your use of the Site), regardless of the type of claim(s) or the nature of the cause(s) of action, will not exceed one hundred U.S. Dollars ($100).

You (for yourself, your organization, your heirs, personal representatives, assigns, and anyone else who might make a claim on your behalf) hereby release the Firstup Parties and its and their agents, affiliates, successors, assigns, licensees, sponsors, media partners, advertising agencies, and all persons or corporations acting with its permission as Firstup may designate from time to time, from any and all claims, demands, causes of action, suits, damages, losses, debts, liabilities, costs and expenses (including without limitation reasonable attorneys’ fees and costs) that you may have now or in the future associated in any way with the Firstup COMMunity and the Site. You hereby irrevocably waive and relinquish any and all rights which you may have under the provisions of Section 1542 of the Civil Code of the State of California, which Section reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

8. INDEMNITY

You agree to indemnify, defend and hold the Firstup Parties harmless from any claims, demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees) arising from: (a) your breach of this Agreement, (b) any claim made by any third party arising out of content you submit to or post on the Firstup COMMunity, and (c) your activity on the Firstup COMMunity or your use of the Site, including any activity conducted through your Firstup COMMunity account.

9. CONFIDENTIALITY

You agree that you: (a) will not make use of, disseminate, or in any way disclose any Confidential Information (as defined below) to any person, firm or business, except as specifically permitted under this Agreement or as Firstup may hereafter authorize in writing, including but not limited to disclosure to Firstup’s customers or competitors, (b) shall treat all Confidential Information with the same degree of care as you accord your own Confidential Information, and, in any event, no less than reasonable care, and (c) will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information unless Firstup gives specific permission by means of prior written consent.

“Confidential Information” as used in this Agreement shall mean any and all technical and non-technical information, including without limitation patent, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of Firstup, and includes, without limitation, its respective information concerning product and feature plans, research, experimental work, development, design details and specifications, engineering, financial information, prices, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans and information.

10. CONTENT LICENSE AND PRIVACY

You hereby grant to Firstup a perpetual, worldwide, fully paid up right and license to use, copy, modify, publish, republish, distribute and create derivative works based on, in any form, any content or material you contribute to the Firstup COMMunity (“Licensed Materials”). You acknowledge that you are not entitled to any payment or discount in connection with Firstup’s use of the Licensed Materials, as permitted herein. You also represent and warrant that you have the right to grant all of the rights granted to Firstup hereunder. Subject to the limited rights expressly granted hereunder, Firstup reserves all rights, title and interest in and to all intellectual property rights in the Firstup COMMunity, including but not limited to its copyrights, trademarks, user interface, branding, content, ideas, and underlying technology. Firstup design and word marks used on the Firstup COMMunity are owned by Firstup and/or Firstup’s licensors and may not be used in any manner without Firstup’s express prior written consent. No rights or licenses are granted to you hereunder other than as expressly set forth herein.

Please note that your contact details and other information Firstup collects when you sign up for Firstup COMMunity are subject to Firstup’s Privacy Notice (“Privacy Notice”). You consent to Firstup’s collection, use, and disclosure of the information you enter when registering for Firstup COMMunity in accordance with the Privacy Notice. Your contact information will be used to send details and announcements to you related to the Firstup COMMunity.

11. THIRD PARTY LINKS

Firstup COMMunity may contain links to third party sites. Any such linked sites are not under Firstup’s control and Firstup is not responsible for the content of any linked site or any link contained in a linked site. Firstup reserves the right to remove any links at any time. Firstup does not endorse the companies or products to which it links and reserves the right to note such on its web pages. If you decide to access any of the third-party sites linked you do so entirely at your own risk.

12. REMOVAL OF MATERIAL UNDER U.S. DIGITAL MILLENNIUM COPYRIGHT ACT

If you wish to submit an allegation of infringement under the U.S. Digital Millennium Copyright Act of 1998 (DMCA) please see Firstup’s DMCA Policy. If Firstup receives a notice alleging that material or content you posted on the Firstup COMMunity another party’s copyright, Firstup may remove that material in accordance with Title II of the DMCA (Section 512 of the U.S. Copyright Act).

13. SEVERABILITY

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

14. MISCELLANEOUS

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between you and Firstup. You may not assign your rights or obligations under this Agreement, whether by operation of law or otherwise, without Firstup’s prior written consent.

This Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law provisions thereof. The parties irrevocably agree that any legal action or proceeding relating to this Agreement will be instituted only in any state or federal court in San Francisco, California. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement.

Neither party will incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement, if and to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control and without any negligence on the part of the party seeking protection under this Section, including delays or failures, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, or explosions.