TRAIN UP FIRST, INC. TERMS OF USE AND ONLINE PRIVACY POLICY SERVICES AGREEMENT

Welcome! Train Up First, Inc., including its related entities and operations (collectively hereafter “Train Up First”) thanks you for visiting its website and considering its service offerings. Train Up First provides the following Terms of Use and Online Privacy Policy Services Agreement (the “Agreement”), which details Train Up First’s terms of use and online privacy policy related to its websites http://trainupfirst.com and http://gettuf.com (collectively the “Site”). By using the Site, You are contracting with Train Up First and You agree to be bound by the Agreement, and all applicable laws and regulations. United States and European Economic Area residents (other than German residents), expressly consent to Train Up First’s collection, use, disclosure and retention of Your personal information as described herein. If You do not agree with any of the terms of this Agreement, You are prohibited from using or accessing the Site. The materials contained on the Site are protected by applicable copyright and trademark law.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN TRAIN UP FIRST AND YOU, TOGETHER WITH ANY ENTITY OR ORGANIZATION FOR WHICH YOU REGISTER, ACCESS OR USE THE SERVICE (HEREAFTER “YOU,” “YOUR,” OR “YOURSELF”), REGARDING ACCESS AND USE OF THE SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS. BY YOUR ACCEPTANCE (AS DEFINED BELOW), YOU WILL CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

I. DEFINITIONS

Acceptance: Your selection of the “Accept” button or the accessing or using of the Services.

Confidential Information: All trade secrets, know-how, patents, inventions, developments, software and other financial, business or technical information disclosed by or for Train Up First in relation to this Agreement, but not including any information the receiving party can demonstrate is: (a) already known by it without restriction; (b) rightfully furnished to it without restriction by a third party not in breach of any obligation to the disclosing party; (c) generally available to the public without breach of this Agreement; or (d) independently developed by it without reliance on such information. The Platform, Documentation, analytics and pricing information is defined as Train Up First Confidential Information.

Documentation: Any user instructions, help information and other documentation regarding the Services that are provided by Train Up First to You in electronic or other form.

EEA: The European Economic Area.

Platform: The technology platform developed or used by Train Up First in providing the Services (including all related ideas, concepts, inventions, systems, hardware, software, interfaces, tools, utilities, content, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information), and including all corrections, improvements and extensions thereto.

Registration: The process by which You register, sign up, trial, or temporarily gain access to, and use of, the Services.

Results: The work products resulting from the Services that are made available by Train Up First to You, which are based on processing Your Data.

Services: The Internet-accessed business application(s) identified during Registration, which is hosted (in a cloud environment), branded and provided on a software-as-a- service basis by Train Up First.

Your Content: Your information, documents, tutorials, videos, photos, or any other items uploaded by You to Your account or onto the Platform as part of Your use of Services.

Your Data: Your information and data directly provided by You during Registration or profile completion. Your Data includes any other information or data provided by You while using the Services, which may be stored, analyzed, processed and used by the Services.

II. USE OF SERVICES AND GRANT OF LICENSE

Subject to all terms and conditions in this Agreement, Train Up First grants You (without right to sublicense) a nonexclusive, nontransferable right and license to: (a) access and use the Services only through a Site interface and solely for Your internal business purposes; and (b) use the Documentation solely in connection with Your authorized access and use of the Services. Your access and use of the Services shall comply with all other conditions set forth herein. To access the Site or some of the resources it has to offer, You may be asked to provide Registration details. It is a condition of use of the Site that all the details You provide be correct, current and complete. If Train Up First believes the details are not correct, current, or complete, it has the right to refuse You access to the Site, or any of its resources and to terminate or suspend Your account.

Train Up First will use commercially reasonable efforts to make the Services available to You at all times, subject to downtimes for scheduled maintenance, upgrades, repairs and emergency outages. Train Up First will not be responsible or liable for any failure in the Services.
Train Up First will use commercially reasonable efforts to provide You with technical support for the Services in accordance with its standard practices. You agree that Train Up First may charge in accordance with its then current pricing policies for any support service resulting from problems, errors or inquiries related to Your Data or Your systems.

Train Up First will use commercially reasonable efforts to maintain security in accordance with its policies. You acknowledge and agree that the Services are provided using cloud-computing resources, which are remote from and not owned or controlled by Train Up First, and that no storage device or data transmission over the Internet can be guaranteed to be 100% secure. Train Up First cannot, and does not, promise the security of any of Your Data or Your Results, and You hereby agree that all Your Data and Your Results are provided at Your own risk.

III. USE OF LICENSE

Permission is granted to temporarily download one (1) copy of the materials (information or software) on the Site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license You may not: (a) modify or copy the materials; (b) use the materials for any commercial purpose, or for any public display (commercial or non-commercial); (c) attempt to decompile or reverse engineer any software contained on Train Up First’s Site; (d) remove any copyright or other proprietary notations from the materials; or (e) transfer the materials to another person or “mirror” the materials on any other server.
This license shall automatically terminate if You violate any of these restrictions and may be terminated by Train Up First at any time. Upon terminating Your viewing of these materials or upon the termination of this license, You must destroy any downloaded materials in Your possession whether in electronic or printed format.

IV. PAYMENT OF FEES AND USE OF THIRD-PARTIES

The fees, costs and expenses (collectively “Pricing”) for using the Services and the terms and conditions upon which payment must be made by You can be found at http://gettuf.com or as otherwise provided to You. Train Up First reserves the right to increase, modify, or update its Pricing at any time. If You do not agree to Train Up First’s increased Pricing or changes therewith, then You shall cease using the Services. Continued use of the Services is a binding agreement to comply with any Pricing increases, modifications, or updates. In the event of any errors relating to the Pricing or specifications, Train Up First shall have the right to refuse or cancel any orders in its sole discretion. If Train Up First charged Your credit card or other account prior to cancellation, it will issue a credit to Your account in the amount of the charge. Additional terms and conditions may apply. If a product You purchased from Train Up First is not as described, Your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging.

V. ACCURACY OF MATERIALS AND LINKS AND OTHER THIRD-PARTY SITES

The materials appearing on the Site could include technical, typographical, or photographic errors. Train Up First does not warrant that any of the materials on the Site are accurate, complete or current. Train Up First may, in its discretion, make changes to the materials contained on the Site at any time without notice. However, Train Up First does not make any commitment to update the materials.
The Site may link You to other sites on the Internet. These sites may contain information or material that You may find inappropriate or offensive. These other sites are not under the control of Train Up First, and You acknowledge that (whether or not such sites are affiliated in any way with Train Up First) Train Up First is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link on this Site does not imply endorsement of any site by Train Up First or any association with its operators. Train Up First cannot ensure that You will be satisfied with any products or services that You purchase from any third-party site that links to or from Train Up First since the third-party sites are owned and operated by independent retailers. Train Up First does not endorse any of the merchandise, nor has Train Up First taken any steps to confirm the accuracy or reliability of any of the information contained on such third-party sites. Train Up First does not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) You might be requested to give any third-party, and You irrevocably waive any claim against Train Up First with respect to such sites. Train Up First strongly encourages You to make whatever investigation You feel necessary or appropriate before proceeding with any online transaction with any of these third-parties.

VI. MODIFICATIONS

Train Up First reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Site and/or any software, facilities, and services on the Site, with or without notice.

VII. CONFIDENTIALITY

Train Up First expressly disclaims and does not accept any submissions or information from You as Your Confidential Information of any kind which would be protected by these provisions. Except for the specific rights granted by this Agreement, You shall not access, use or disclose any Train Up First Confidential Information without Train Up First’s prior written consent, and shall use reasonable care to protect Train Up First’s Confidential Information, including ensuring that Your employees and contractors with access: (a) have a need to know for the purposes of this Agreement; and (b) have been apprised of and agree to the restrictions in this Agreement. You shall be responsible for any breach of confidentiality by Your entity’s employees and contractors. Promptly after any termination of this Agreement (or at the Train Up First’s request at any other time), You shall return all of the tangible Train Up First Confidential Information, permanently erase all Train Up First Confidential Information from any storage media and destroy all information, records and materials developed therefrom.

Nothing herein shall prevent You from disclosing any Train Up First Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided, prior to any such disclosure, You shall use reasonable efforts to: (a) promptly notify Train Up First in writing of such requirement to disclose; and (b) cooperate with Train Up First in protecting against or minimizing any such disclosure or obtaining a protective order.

You shall not, directly or indirectly: (a) use any Train Up First Confidential Information to create any software, platform, service or documentation that is similar to the Platform, Services or Documentation; (b) attempt to access any Platform or Service component or to disassemble, decompile, reverse engineer or otherwise discover any source code or underlying organization, structures, ideas or algorithms of the Platform or Services; (c) encumber, sublicense, distribute, transfer, rent, lease, lend, access or use the Platform or Services in any time-share or service bureau arrangement; (d) copy, adapt, combine, create derivative works of, translate, localize, port or otherwise modify the Platform, Services or Documentation; (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; or (f) permit any third-party to do any of the foregoing.

VIII. PROPRIETARY RIGHTS

Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and You (and Your licensors) shall retain all rights, title and interests (including all intellectual property and proprietary rights) in and to Your Data and Your Content. Notwithstanding the forgoing, You, by uploading Content, hereby grant Train Up First a non-exclusive, royalty-free, sub-licensable, and transferable worldwide right and license to access, copy, store, process and otherwise use Your Content in connection with: (a) developing, improving, extending and testing the Platform and Services; (b) delivering the Services to You for the anticipated uses of the Platform; and (c) marketing, in all forms and mediums, and publicizing Train up First, the Platform and the Services.

You bear all responsibility and liability for the accuracy and completeness of Your Data and Your Content and Train Up First’s access, possession and use as permitted herein. Other than Registration data, Train Up First has no obligation to backup, retain or deliver any of Your Data or Your Content.

You represent and warrant to Train Up First that You own all rights, title and interest in and to Your Data and Your Content, or that You have otherwise secured all necessary rights in Your Data and Your Content as may be necessary to permit the access, use and processing thereof as contemplated by this Agreement.

IX. PRIVACY POLICY

Train Up First takes privacy matters seriously. Accordingly, Train Up First provides You the following Privacy Policy to explain its online information practices and the choices You can make about the collection and use of the information You submit, or that Train Up First collects through the Site. By using the Site, United States Residents and EEA residents (other than Germany) as applicable, expressly consent to Train Up First’s collection, use, disclosure, and retention of Your personally identifiable information (“PII”) and other information as described in this Privacy Policy and as governed by this Agreement. As Train Up First operates internationally, and its computer systems are currently based in the United States, Your PII may be processed in the United States and elsewhere where data protection and privacy regulations may not offer the same level of protection as in other parts of the world. If You create an account or profile with Train Up First, You consent to the collection and/or processing in the United States of Your PII and tracking technologies and cookies as described in this Privacy Policy. This Privacy Policy expressly does not cover the practices of third-parties over which Train Up First has no control, nor does it cover individuals whom Train Up First does not manage. As noted in Section F. below, use of Train Up First’s Services are not permitted for anyone under the age of thirteen (13). If You are under the age of thirteen (13), do not attempt to register for the Services or send any PII about Yourself to Train Up First.

A. What Train Up First Collects and Why:

When You create an account or profile on the Site, You voluntarily provide Train Up First with Your PII. Train Up First may also collect additional information from You if You access the Site through a mobile device (e.g., Your unique device identifier, Your device’s operating system, or the mobile carrier for Your phone). Accordingly, Train Up First collects and uses the following information to provide, improve and protect its Services:

i. Account. Train Up First collects, and associates with Your account, information such as Your name, organization, logos, email address, phone number, payment information, physical address, and any of information You provide to via the Site. This information is needed to produce and manufacture Train Up First’s Services.

ii. Usage. Train Up First collects information from and about the devices You use to access the Site. This includes information such as IP addresses, the type of browser and device You use, the web page You visited before coming to the Train Up First Site, and identifiers associated with Your devices. Your devices (depending on their individual settings) may also transmit location information to the Site.

iii. Cookies and Other Technologies. Train Up First uses technologies such as cookies to provide, improve, protect and promote its Site. Cookies are small files that are stored on Your computer (unless You block them). Cookies help Train Up First with such items as remembering Your username for Your next visit, understanding how You are interacting with the Site, and improving Services based on that information. Cookies may also be set by an organization other than Train Up First. These “third-party cookies” may, for example, originate from websites such as YouTube, Twitter, Facebook, Google Plus or other social media services for which Train Up First has implemented “plug-ins.” Since the cookie policies of these sites change over time, You should determine their respective policies by visiting the privacy policy pages of those sites directly. You can set also Your browser to not accept cookies, but this may limit Your ability to use the Site.

B. What Train Up First Shares and With Whom:

Train Up First may share information, as discussed below; however, Train Up First does not sell Your information to advertisers or other third-parties.

i. Others Working for Train Up First. Train Up First uses certain trusted third-parties to help provide, improve, protect, and promote its Site and Services. These third-parties will access Your information only to perform tasks on behalf of Train Up First, and in compliance with this Privacy Policy.

ii. Other Users. Train Up First’s Services may display information such as Your name and email address to other users in places such as Your user profile and sharing notifications. Certain features let You make additional information available to other users.

iii. Other Applications. You can also give third-parties access to Your information and account. However, be cautioned that their use of Your information will be governed by their respective privacy policies and terms, over which Train Up First has no control.

iv. Third-Parties. Train Up First may employ other third-parties to perform certain tasks on its behalf and may need to share Your information with them to provide products or Services to You. Specifically, Train Up First uses a third-party payment processing company to receive and process your credit card transactions. Unless Train Up First advises You otherwise, those third-parties do not have any right to use Your information, which Train Up First shares with them, beyond what is necessary to provide services to Train Up First. Accordingly, You should review the Terms of Use and Privacy Policy of each of the third-parties, tools, and resources noted on Train Up First’s Site, as Train Up First is not responsible for those third-parties.
v. Subpoenas or Similar Lawful Investigations. Train Up First may disclose Your information to third-parties in response to: (i) a subpoena or similar investigative demand, a warrant, a court order; (ii) a request for cooperation from a law enforcement or other government agency; (iii) to establish or exercise Train Up First’s legal rights; (iv) to defend against legal claims; or (v) as otherwise required by law. In such cases, Train Up First may raise or waive any legal objection or right available to it.

vi. Illegal Activity or Fraud. Train Up First may disclose Your information if it believes disclosure is appropriate in connection with efforts to: (i) investigate, prevent, or take other action regarding illegal activity, (ii) suspected fraud or other wrongdoing; (iii) to protect and defend the rights, property or safety of Train Up First, its users, its employees, or others; (iv) to comply with applicable law or cooperate with law enforcement; or (v) to enforce this Agreement or other agreements or policies.

C. How Train Up First Keeps Your Information Safe:

Train Up First takes security measures to help safeguard Your personal information from unauthorized access and disclosure. However, no system can be completely secure. Therefore, although Train Up First takes steps to secure Your information, it does not promise, and You should not expect, that Your personal information, videos, photographs, chats, or other communications will always remain secure. You should be cautious with how You handle and disclose Your personal information and You should avoid sending personal information through unsecured email. Please refer to the Federal Trade Commission’s website at https://www.consumer.ftc.gov/features/feature-0014-identity-theft for information about how to protect Yourself against identity theft.

D. Where Your Information is Stored:

To provide You with access to the Site and the Services, Train Up First may store, process and transmit information in locations globally, including other countries outside Your of country. Information may also be stored locally on the devices that You use to access the Services.

E. Images on Train Up First’s Website:

Train Up First values Your privacy. In the event a photograph, drawing, or video (“Image”) of You appears on Train Up First’s Site, and You did not consent to the posting of the Image please email info@trainupfirst.com and Train Up First will remove the Image.

F. Children’s Information:

The Train Up First Site is not intended for children, and Train Up First will not knowingly collect information or PII from children. If Train Up First becomes aware that it has collected information or PII from an individual under the age of thirteen (13), it will remove the individuals information and PII from its files.

G. Information Protection:

To prevent unauthorized access, maintain data accuracy and ensure the appropriate use of information Train Up First gathers about You, it has taken commercially reasonable steps to protect the information. However, no method of transmission over the Internet, or method of electronic storage, is one hundred percent (100%) secure. Train Up First is not responsible for the privacy practices of other third-party websites that are linked to or from Train Up First’s Site.

H. Your California Privacy Rights:

Under California’s “Shine the Light” law, California residents who provide personal information in obtaining Services for personal, family, or household use are entitled to request and obtain from Train Up First one (1) time per calendar year information about the customer information it shared, if any, with other businesses for its own direct marketing uses. If applicable, this information would include the categories of customer information and the names and addresses of those businesses with which Train Up First shared customer information for the immediately prior calendar year. To obtain this information on behalf of Train Up First please send an email message to info@trainupfirst.com with “Request for California Privacy Information” on the subject line and in the body of Your message. Train Up First will provide the requested information to You at your e-mail address in response. Please be aware that not all information sharing is covered by the “Shine the Light” requirements and only information covered by the law will be included in Train Up First’s response.

CLASS ACTION WAIVER:

ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION, MEDIATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. YOUR ACCESS AND CONTINUED USE OF THE SITE AND SERVICES SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

J. Changes:

If Train Up First is involved in a reorganization, merger, acquisition or sale of its assets, Your information may be transferred as part of that transaction. Train Up First will notify You (via a message to the email address associated with Your account) of any such transaction and outline Your choices in that event. Train Up First may revise this Privacy Policy from time-to-time, and will post the most current version on the Site accordingly.

K. Retention:

Train Up First will use information collected from You to operate the Site and to contact You. Your information is retained for as long as Train Up First needs it for its business purposes.

L. Merchant Partners:
In the future, Train Up First may choose to allow advertisers and merchant partners (collectively “Merchant Partners”) to choose the demographic information of users who will see their advertisements or promotional offers. If You Register or complete a profile with Train Up First, You consent to Train Up First providing any of the information it has collected from You in non-personally identifiable form to a Merchant Partner, in order for that Merchant Partner to select the appropriate audience for those advertisements or offers.

X. DISCLAIMER OF WARRANTIES
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, TRAIN UP FIRST MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR QUIET ENJOYMENT. TRAIN UP FIRST DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, INTEGRATION, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON THE SITE OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY SITES LINKED TO THE SITE. TRAIN UP FIRST DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT OPERATION WILL BE UNINTERRUPTED, ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TRAIN UP FIRST MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES, OR OTHER CONTENT IN THE SITE OR ANY WEBSITE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND TRAIN UP FIRST ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES, OR OTHER CONTENT OF THE SITE OR ANY OTHER WEBSITE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. TRAIN UP FIRST HEREBY DISCLAIMS (FOR ITSELF AND ITS LICENSORS) ALL OTHER REPRESENTATIONS.

XI. INDEMNIFICATION
You agree to defend Train Up First against any demand, suit, action or other claim by a third-party that is related to: (a) Your use of the Services; (b) Your Data or Your Content; or (c) Your breach of Your warranties, and to indemnify Train Up First for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of any such claim. Your indemnification obligations hereunder are conditioned upon: (a) Train Up First providing prompt written notice thereof and reasonable cooperation, information, and assistance in connection therewith; and (b) You having sole control and authority to defend, settle or compromise such claim. Train Up First may elect to participate in the defense at its sole cost and expense. You will not enter into any settlement that adversely affects Train Up First’s rights or interest without its prior written approval, not to be unreasonably withheld. You shall not be responsible for any settlement by Train Up First that You do not approve in writing.

XII. LIMITATION OF LIABILITY
EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL TRAIN UP FIRST (OR ITS LICENSORS) BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), AND DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SITE OR ANY OTHER WEBSITE, OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES, OR OTHER CONTENT ON THE SITE OR ANY OTHER WEBSITE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF ANY MEMBER OF TRAIN UP FIRST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT ANY MEMBER OF TRAIN UP FIRST) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING THEREIN. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND IN NO SUCH EVENT, TRAIN UP FIRST’S TOTAL LIABILITY SHALL EXCEED THE AMOUNT PAID TO IT BY YOU FOR THE SERVICES, IF ANY, DURING THE PRIOR SIX (6) MONTHS FROM THE DATE A CLAIM AROSE. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.

XIII. TERM AND TERMINATION
This Agreement shall commence upon Acceptance and continue in effect for the time period specified during Registration or, if no such time period was specified, until either party elects to terminate this Agreement at any time, for any reason or no reason.

XIV. EFFECT OF TERMINATION
Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that: (a) all obligations that accrued prior to the effective date of termination (including without limitation, all Fee payment obligations) shall survive; and (b) the provisions of Sections IV., VII., VIII., IX., X., XI., XII. and this portion of Section XIV.

XV. MISCELLANEOUS PROVISIONS
Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom). No change, consent or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

Governing Law. This Agreement will be governed by the substantive laws of the State of Florida without reference to provisions relating to conflict of laws. Both parties agree to waive any right to have a jury participate in the resolution of any dispute or claim between the parties arising under this Agreement. The parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement must be brought in the county of Hillsborough, Florida, or if such court does not accept jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in the state of Florida, or in the United States District Court for the Middle District of Florida.

Remedies. Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Sections VI. or VII., the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.

Publicity. You hereby consent to inclusion of Your name, logos, and Your Content in customer lists that may be published as part of Train Up First ‘s marketing and promotional efforts.

Insurance and Legal Compliance. You are responsible for maintaining all licenses or other legal requirements for Your business, operations, or other actions as related to the Services and will maintain personal liability and business insurance in relation to all activities involved in using the Platform and Services. You represent and warrant that You will operate in full compliance with all applicable laws in relation to all activities involved in using the Platform and Services.

Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party’s written consent, not to be unreasonably withheld. However, without consent, Train Up First may subcontract performance of all or any part of the Services, and either party may assign this Agreement to any successor to all or substantially all of its business which concerns this Agreement (whether by sale of assets or equity, merger, consolidation or otherwise). This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.

Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as a joint venture or partners for any purpose.

Contact Information: The Site is controlled and operated by Train Up First, Inc., located at 4202 W. El Prado Blvd. Tampa FL 33629. Please forward any comments or complaints about the Site to: info@trainupfirst.com

YOU ACKNOWLEDGE THAT: (A) YOU HAVE READ AND UNDERSTAND THIS AGREEMENT IN ITS ENTIRETY; (B) YOU HAVE HAD AN OPPORTUNITY TO HAVE YOUR LEGAL COUNSEL REVIEW THIS AGREEMENT; (C) THIS AGREEMENT HAS THE SAME FORCE AND EFFECT AS A SIGNED AGREEMENT; (D) TRAIN UP FIRST REQUIRES YOUR IDENTIFICATION BEFORE ISSUING THIS LICENSE TO ACCESS AND USE THE SERVICES AND RESULTS; AND (E) ENTERING INTO THIS AGREEMENT DOES NOT CONSTITUTE GENERAL PUBLICATION OF THE PLATFORM, ANALYTICS OR DOCUMENTATION.

“Be more concerned with your character than your reputation, because your character is what you really are, while your reputation is merely what others think you are.” – John Wooden

Our mission: to equip and empower today’s youth with the tools needed to reach their full potential and succeed in life. We believe that every kid can be “TUF.”

- Train Up First 2017

Our mission: to equip and empower today’s youth with the tools needed to reach their full potential and succeed in life. We believe that every kid can be “TUF.”

- Train Up First 2017