The following terms and conditions govern all use of the Site and all content, services and products available at or through the Site by the user (“user” “you” “your”). The Site is offered subject to your acceptance of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, the policies identified in Section 2 below) and procedures that may be published from time to time on this Site by Twelve (collectively, the “Agreement”).
Please read this Agreement carefully before accessing or using the Site. By accessing or using any part of the Site, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Site or use any of the services. This Agreement applies to all users of the Site,
If you have any questions, contact us at email@example.com.
1. Twelve is a Web-Based Platform
(a) Twelve acts as a web-based platform that provides opportunities for users, who comply with Twelve's policies to upload a picture and communicate with other people. Twelve does not monitor, control, or produce the content contained in any survey or poll, or any content contained in any communications between users. Twelve is merely a platform, or intermediary, that facilitates such communications. As a result, Twelve has no control over the quality, safety, morality or legality of any aspect of any group created using the Widget, the truth or accuracy of content created by, or communications between, users, or how the information contained in any such communications, or submitted via polls or surveys is utilized by a user. Twelve cannot guarantee the true identity, age, and/or nationality of a user.
(b) You agree that Twelve is a marketplace/venue only and therefore is not responsible or liable for any content including, but not limited to, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, and links posted by you, other users, or outside parties on Twelve.
(c) Twelve does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Twelve's control. You use the Healthy Work service at your own risk.
(d) Twelve does not guarantee continuous access to any data. For example, if at any time, Twelve terminates, suspends, downgrades, or otherwise limits your Account or access to Twelve’s services, your ability to access any data generated through the Widget stored on our Site may be terminated. It is your responsibility to maintain and store a copy of your data to ensure future access
(e) Twelve makes no representation, warranty or covenant, or guarantee either express or implied, that use of the Site and/or the Service will result in business success, increased revenue, increased engagement, collection of data, or any particular results or consequences, at all.
2. Account Registration
(a) Twelve's services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old. Individuals under the age of 18 must at all times use Twelve's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In such cases, the adult is the user and is responsible for any and all activities and transactions that involve the applicable minor on the Site.
(b) You represent and warrant that all registration information you submit is accurate and truthful. Twelve may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.
(c) In addition, you must abide by all Twelve's policies mentioned in this Agreement as well as all other operating rules, policies and procedures that may be published from time to time on the Site by Twelve (if applicable to your activities on or use of the Site), each of which is incorporated herein by reference and each of which may be updated by Twelve from time to time. In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by Healthy Work from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference. Below is a list of some of Healthy Work’s policies:
(d) To complete your registration, you will provide your email address. Upon providing your email address, you will be sent a secure link to the Site. Each time you want to log into the Site, you will provide your email address and receive a unique secure link via email that will take you to your account on the Site. You are responsible for maintaining the confidentiality of your password and account. If you elect to subscribe to a paid membership on the Site, you will provide payment information (credit card information and billing address). You are fully responsible for all activities that occur under your password or account. You are further responsible for any and all liability and/or damage resulting from your failure to maintain password confidentiality. It is important for you to protect against unauthorized access to your computer. Be sure to log off when you finish using a shared computer. You agree to immediately notify Twelve of any unauthorized use of your password or any breach of security. You also agree that Twelve cannot and will not be liable for any loss or damage arising from your failure to keep your password secure.
(f) You may not transfer or sell your Twelve account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
(g) Twelve's services are not available to cancelled or temporarily or indefinitely suspended Twelve users. Healthy Work reserves the right, in Twelve's sole discretion, to cancel unconfirmed accounts. Twelve reserves the right to refuse service to anyone, for any reason, at any time. Twelve reserves the right to terminate accounts that have been inactive for a period of twelve (12) months or longer.
Once your account is terminated, you understand and acknowledge that Twelve may permanently delete your account and all data associated with it.
(h) You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any Twelve service and, if applicable, your utilizing the Widget and any information you may collect thereby.
3. Twelve Membership Subscriptions
(b) Your ability to access and use your chosen Membership commences on the date Twelve makes the Membership available to you following your registration for such Membership and remittance of the Fee and Applicable Taxes, if any, and continues until the end of the applicable Access Period. Twelve will automatically renew or commence your Subscription for a new Access Period by charging the associated Fee plus any Applicable Taxes to the payment method you provided unless you cancel your Subscription as provided below.
(c) Unless you affirmatively opt-out of automatic renewal before the end of the then-current Access Period (as applicable), you hereby authorize Twelve to renew or commence your Subscription automatically at the end of each Access Period for a new Access Period. If you opt-out of automatic renewal, your Subscription will expire and your access to your Membership will cease at the end of its specified Access Period. In order to continue to access your Membership after your Access Period has expired, you will need to purchase a new Subscription. Twelve assumes no responsibility or liability if your Subscription fails to renew or otherwise expires because of outdated or incorrect payment information.
(d) You may upgrade your Membership level at any time an upgrade is available.
(e) You may cancel your Membership Subscription at any time through your account Dashboard. If you cancel your Subscription during your current Access Period, your access to the Subscription will continue until the end of your then-current Access Period, at which point it will expire. Purchase and/or redemption of your Subscription is final and non-refundable; Twelve will not issue you any refund, including partial, pro-rated, or otherwise unless required to do so by law.
(f) Twelve reserves the right to modify, offer additional, or cease offering its Membership(s) at any time in its sole discretion, including but not limited to changes in Fees, or modifying the features and functionality of the Site and any Membership Subscription. If we cease offering your current Membership, your access to your Membership will continue until the end of your then-current Access Period. We will provide you with thirty (30) days prior notice via email before changes in Subscriptions or Fees take effect. Any changes to the Subscription or Fees will be effective upon your next billing cycle, and will not apply retroactively or to the remainder of your current Access Period.
4. Purchase of Advertising
Twelve may make opportunities available to users to purchase advertising or sponsored posts on the Site (“Marketing Opportunities”). The terms, conditions, and costs of such Marketing Opportunities will be available on the Site. All fees for such Marketing Opportunities will be charged to the payment method you provided and are non-refundable.
5. Your Content and Prohibited Activities
(a) You are solely responsible for your conduct and activities on and regarding to Twelve, your use of the Widget and any and all data, text, information, reviews, posts, usernames, graphics, images, photographs, profiles, audio, video, polls, surveys, and links (together, "Content") that you submit, post, store, and/or display on or through Twelve.
(b) You hereby represent and warrant that you shall not:
Upload, download, post, email or otherwise transmit any Content in a fraudulent manner/for the purposes of committing a fraud.
Upload, download, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, trade libelous, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.
Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
Upload, download, post, email or otherwise transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.
i. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can't use images of celebrities or corporate products, nor images, text, or designs that you've copied from a website without written permission from the owner. You cannot create a "new" image using elements from images other people have created. You cannot contribute a quote or a slogan that is substantially the same as something already written by someone else. You may not copy language from any third-party survey or poll. By uploading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances.
Upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law.
Use the service or the Site to harm minors in any way, including, but not limited to, uploading Content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct, or upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children.
Upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation.
Upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
Upload, download, post, email or otherwise transmit false, inaccurate, or misleading information.
Disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, third party sites, vendor’s or customer’s sites, or networks connected to or accessible through the Site or affiliated or linked websites.
Access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
Disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked websites.
Frame the Site within another Site or webpage or link to the Site except as permitted in writing by Twelve or Host images not part of a listing.
Incorporate images or names that would violate a person's right of privacy or publicity; or incorporate a current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person's name or likeness without their express written consent.
Use a manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the service or Site.
Copy, modify or distribute rights or Content from the Site, service or tools or Twelve’s copyrights and trademarks.
Harvest or otherwise collect information about users, including email addresses, without their consent.
Take any action that may undermine online reviews or feedback.
Appear to create liability for Twelve or cause Healthy Work to lose (in whole or in part) the services of Healthy Work's ISPs or other suppliers.
Send any emails with deceptive subject lines or false or misleading heading information.
When using the Widget to produce any Content, you shall:
Not claim that a poll or survey, via the Widget, is anonymous if it is not.
Not require, utilize, process, or store any personal information without the appropriate consents or in a manner not compliant with applicable law.
(c) You acknowledge that Twelve does not pre-screen submitted Content, but that Twelve and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Content that is available via the Site. Twelve does not endorse any Content submitted to the Site by any user or other licensor, or any opinion, claim, recommendation, or advice expressed therein, and Twelve expressly disclaims any and all liability in connection with any Content. Without limiting the foregoing, Twelve and its designees shall have the right to remove, without prior notice, any Content that violates the Agreement or is otherwise objectionable to Twelve. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
(d) You acknowledge and agree that you alone are responsible for the creation and compilation of your Content.
(f) You agree that you are responsible for actions and communications undertaken under your account. Twelve takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against Healthy Work and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, Content or materials on the Site. You agree to indemnify Twelve and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.
(g) You agree that you will use this Site in accordance with all applicable United States federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.
6. Rights to and Use of Content
(c) By posting Content on Twelve, it is possible for an outside website or a third party to re-post that Content. You agree to hold Twelve harmless for any dispute concerning this use. If you choose to display your own Twelve-hosted content on another website, the image must provide a link back to its listing page on Twelve.
(d) Twelve considers any solicited or unsolicited suggestions, ideas, proposals, content of any notes, messages, e-mails, postings, letters, concepts or other material submitted to it by users via the Site or otherwise (other than the account information, personal information) (collectively, the "Material") to be non-confidential and non-proprietary, and Healthy Work shall not be liable for the disclosure or use of such Material. If, at Twelve's request, any user sends Material to improve the site (for example through the Forums or to customer support), Twelve will also consider that Material to be non-confidential and non-proprietary and Twelve will not be liable for use or disclosure of the Material. Any communication by you to Twelve is subject to this Agreement. The intellectual property rights in or relating to the Material will automatically be deemed to be assigned, granted and transferred by you to Twelve upon their submission or communication to Twelve, and you do assign all rights therein to Twelve and agree that the same will automatically become the property of Twelve and that Healthy Work may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose, commercial or otherwise, Twelve may elect, forever, without compensation or accounting to you and without further recourse by you.
(e) YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE CONTENT (OR HAVE THE NECESSARY AND REQUIRED RIGHTS TEHREIN) WHICH YOU SUBMIT AND THAT THE CONTENT DOES NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR OTHER RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE CONTENT OR ANY PARTS OF THE CONTENT. YOU HEREBY REPRESENT AND WARRANT TO US THAT THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY YOU AND CONSTITUTES YOUR LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS; AND THAT THE EXECUTION, DELIVERY AND PERFORMANCE BY YOU OF THIS AGREEMENT ARE WITHIN YOUR LEGAL CAPACITY AND POWER; HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON YOUR PART; REQUIRE THE APPROVAL OR CONSENT OF NO OTHER PERSONS; AND NEITHER VIOLATE NOR CONSTITUTE A DEFAULT UNDER THE (I) PROVISION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE TO WHICH YOU ARE SUBJECT OR WHICH IS BINDING UPON YOU, OR (II) THE TERMS OF ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT APPLICABLE TO YOU OR BINDING UPON YOU.
7. Third Party Sites
8. Resolution of Disputes and Release
(a) In the event a dispute arises between you and Twelve, please contact Twelve. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Montgomery County, Maryland, using the English language in accordance with the Arbitration Rules and Procedures of American Arbitration Association ("AAA") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected in accordance with the Arbitration Rules and Procedures of AAA. The arbitrator’s award shall be final and binding. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the District of Maryland, Montgomery County. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Twelve agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
(b) You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Maryland. You further agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration you and Twelve waive any right to a jury trial.
(c) In the event a dispute arises between you and another user or a third party, Twelve encourages you to contact the user or third party to resolve the dispute amicably. If you have a dispute with one or more users or users you release Twelve (and Twelve’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
(d) If users or a user and a third party have a dispute resulting from Content or relating to a user’s use of the Widget, they must resolve such dispute amongst themselves. Twelve has no obligation to resolve disputes between users or between users and outside parties. To the extent that Twelve attempts to resolve a dispute, Twelve will do so in good faith based solely on Twelve's policies. Twelve will not make judgments regarding legal issues or claims.
(e) You may also report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
(f) You release Twelve (and Twelve's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, or an outside party.
9. Twelve's Intellectual Property
(a) Twelve, and other Twelve graphics, logos, designs, page headers, button icons, scripts, and service names are copyrights, registered trademarks, trademarks or trade dress of Twelve, Inc. in the U.S. and/or other countries. Healthy Work's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion to consumers or in any manner that disparages or discredits Twelve. All other trademarks not owned by Twelve that appear on this site are the property of their respective owners.
(b) You acknowledge and agree that any content, including but not limited to text, data, photos, graphics, etc. or other material contained or distributed on or through the Site, by Twelve, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use or distribute any content received through the Site without the authorization of Twelve or the content owner. You agree not to publish, reproduce, copy, in whole or in part, nor upload, download, post, email, sell, or otherwise distribute content available through the Site, in violation of applicable copyright and other intellectual property laws.
(c) You acknowledge and agree that the Site and any software provided to you or used in connection with the Site, including, for example and without limitation, any Twelve API, Widget integration, or other scripts ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Other than as expressly provided under these terms, you agree not to reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Site, without Twelve’s express written consent.
11. Access and Interference
You agree that you will not use any robot, spider, scraper or other automated means to access Twelve for any purpose whatsoever, except to the extent expressly permitted by Twelve in writing. Additionally, you agree that you will not:
Take any action that imposes, or may impose, in Twelve's sole discretion, an unreasonable or disproportionately large load on Twelve's infrastructure
Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) or otherwise without the prior express written permission of Twelve and the appropriate third party, as applicable
Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site
Bypass Twelve's robot exclusion headers or other measures Twelve may use to prevent or restrict access to Healthy Work
(a) Without limiting any other remedies or abilities, Twelve may, without notice, and without refunding any fees, delay or immediately remove Content, warn Twelve's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:
(c) Twelve reserves the right to suspend and/or terminate a person's account or any accounts held by that person by virtue of association, including all usernames under which that person operates on Twelve.
(d) Twelve’s failure to act with respect to a breach by you or others does not waive Twelve’s right to act with respect to subsequent or similar breaches.
13. No Warranty
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. TWELVE, TWELVE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND TWELVE'S SUPPLIERS PROVIDE TWELVE'S SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. TWELVE, TWELVE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND TWELVE'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM TWELVE SHALL CREATE ANY WARRANTY. TWELVE DOES NOT MAY ANY WARRANTY THAT (A) THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS OR (B) THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASE OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS OR (D) THAT DEFECTS, IF ANY WILL BE CORRECTED, OR (E) THERE WON’T BE ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND OR ANY AND ALL PERSONAL INFORMATION AND OR FINANCIAL INFORMATION STORED THEREIN, OR (G) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY WILL BE MONITORED OR PREVENTED. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
14. Liability Limit
IN NO EVENT SHALL TWELVE, AND (AS APPLICABLE) TWELVE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR TWELVE'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, TWELVE'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
TWELVE'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF TWELVE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO HEALTHY WORK IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD TWELVE AND (AS APPLICABLE) TWELVE'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SITE, SUBMITTED CONTENT, BREACH OF THIS AGREEMENT, OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
16. DMCA and Intellectual Property Rights Policy
As Twelve asks that others respect its intellectual property rights, Twelve respects the intellectual property rights of others. If you believe that material located on or linked to by the Site violates your copyright or trademark, you are encouraged to notify Twelve in accordance with Twelve’s Digital Millennium Copyright Act (“DMCA”) Policy (see below). Twelve will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material that are contained on the Site. Twelve may terminate a user’s access to and use of the Site at Twelve’s sole discretion if Twelve determines that the user is or may be infringing on the copyrights or other intellectual property rights of Twelve or others.
DMCA/IP Notification Policy: To notify Twelve of infringing or unlawful content, please provide Twelve with the following information:
Your name, address, telephone number and e-mail address;
A description of the exact location on the Site of the infringing or unlawful content;
A description of the claimed infringing or unlawful content, specifying which parts you believe infringe or are unlawful and which parts you believe should be removed;
In the event that you believe that the content infringes your rights, please include a detailed statement specifying your asserted rights and why the content infringes them;
In the event that you believe that the content is unlawful, please include a detailed statement specifying why you believe that the content breaches a particular law; and
A sworn and signed statement that the information provided is accurate and that you are directly or indirectly damaged by the content.
Twelve takes such notices very seriously. Twelve will evaluate the provided notice and if appropriate, based on Twelve’s sole discretion, remove the content or disable access to the content. Based on Twelve’s judgment, Healthy Work may notify the source of the content of your complaint and Twelve’s actions in response to your complaint. Twelve reserves the right in Twelve’s sole discretion to restore such content if the source of such content provides evidence that the content should not have been removed. Twelve encourages you to seek the advice of an independent attorney before filing an intellectual property notice or responding to a notice filed by another user.
Twelve may be notified of claims of intellectual property infringement by mailing or emailing the above requested information to
Attn: Danielle Reynolds-Flatt
305 Hamilton Ave.
Silver Spring, Maryland 20901
Infringement and Third-Party Content
Because the Site allows content to be posted from third parties and third-party websites, there is a chance that the ability to remove any allegedly infringing content will be out of Twelve’s control. While Twelve will make a good faith effort to remove the allegedly infringing content, once content is posted from Twelve to any third-party website, Twelve will have no control or ability to remove such content. If you believe your copyright has been infringed by a Twelve user posting content from a third-party website or to a third-party website, we strongly suggest you contact the third party or third-party site directly and request the allegedly infringing material be taken down.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
19. Twelve Services
20. Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Maryland, excluding its conflicts of laws rules, and the United States of America.
Sections 1 (Twelve is a Web-Based Platform), 5 (Your Content and Prohibited Activities), 6 (Rights to and use of Content),8 (Resolution of Dispute and Release), 9 (Twelve's Intellectual Property), 10 (Promotions), 11(Access and Interference), 12 (Breach), 13 (No Warranty), 14 (Liability Limit), 15 (Indemnity), 16 (DMCA and Intellectual Property Rights Policy), 17 (Severability), 20 (Choice of Law), 21 (Survival), 24 (Subpoenas), and 25 (Notices) shall survive any termination or expiration of this Agreement.
You may not assign your account, this Agreement, or any of your rights or responsibilities hereunder. Twelve may assign its rights and responsibilities hereunder without notice to you.
These terms and conditions will inure to the benefit of Healthy Work’s successors, assigns and licensees. Any heading, caption, or section title contained herein is inserted only as a matter of convenient, and in no way defines or explains any section or provision hereof. The failure of Twelve to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such rights or provisions.
24. Subpoena Fees
If Twelve has to provide any information concerning you, your account, and/or your use of the Site or services, in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include legal fees, and labor fees, for the time our employees spend retrieving such information and records, preparing documents, and/or participating in any depositions or discovery proceeding.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Twelve; Attn: Legal Department; 305 Hamilton Ave., Silver Spring, Maryland 20901 (in the case of Twelve) or, in your case, to the email address you provide to Twelve (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Twelve may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Twelve. In such case, notice shall be deemed given three days after the date of mailing.
Updated: May 15, 2020