TERMS OF SERVICE

These Terms of Service apply to teamgemini.us, as well as any other affiliated sites, digital services, or applications on which a link to these Terms of Service appears (collectively, the “Team Gemini Services”). As used herein, “we,” “us” and “our” refers to Team Gemini LLC (“Team Gemini”).

These Terms of Service apply to all visitors (which shall include persons and representatives of legal entities, whether such representatives are persons or digital engines of a kind that crawls, indexes, scrapes, copies, stores or transmits digital content).

These Terms of Service and any other terms that appear on the page from which you were directed to these Terms of Service govern your use of this Team Gemini Service. If there is a conflict between these Terms of Service and any such other terms, these Terms of Service will control.

These Terms of Service may be modified at any time and from time to time; the date of the most recent revisions will appear on this page, so check back periodically. You agree that your use of the Team Gemini Services is subject to the Terms of Service then in effect. Continued access to the Team Gemini Services by you following any modification in the Terms of Service will constitute your acceptance of the Terms of Service as modified. If you do not agree to be bound by all of the terms set forth below, do not use any Team Gemini Services.

TEAM GEMINI SERVICES PROVIDED “AS-IS, AS-AVAILABLE”

The materials comprising the Team Gemini Services are provided by Team Gemini as a service to you for your noncommercial, personal use on an “as-is, as-available” basis. The materials may be used by you for informational purposes only. You acknowledge that you are using the Team Gemini Services at your own risk. Team Gemini may add features to or remove features from the Team Gemini Services at any time and from time to time in its sole discretion.

Team Gemini assumes no responsibility for any errors or omissions in the materials comprising the Team Gemini Services. Team Gemini makes no commitment to update the information on the Team Gemini Services. No advice or information given by Team Gemini or any other party on the Team Gemini Services shall create any warranty or liability. Further, Team Gemini is not responsible for any content transmitted or posted to the Team Gemini Services by a third party. Any such third party content does not necessarily represent the opinions, beliefs, or positions of Team Gemini. (See below regarding “User Content.”)

Team Gemini periodically schedules system downtime for maintenance and other purposes. Unplanned outages also may occur. Team Gemini shall have no liability for the resulting unavailability of the Team Gemini Services or for any loss of data or transactions caused by planned or unplanned system outages, or any outages of webhost providers.

Team Gemini makes no, and expressly disclaims any, representations or warranties, express or implied, regarding the Team Gemini Services, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Team Gemini makes no, and expressly disclaims any, warranties, express or implied, regarding the correctness, accuracy, completeness, timeliness, and reliability of the text, images, graphics, links to other sites and any other items on the Team Gemini Services or accessed via the Team Gemini Services, or that the Team Gemini Services will be uninterrupted, error-free or free of viruses or other harmful components. Under no circumstances shall Team Gemini, its parents, subsidiaries, affiliates, or any of their respective partners, officers, directors, employees, agents or representatives be liable for any damages whatsoever, whether direct, indirect, special or consequential damages for lost revenues, lost profits, or otherwise, arising from or in connection with the Team Gemini Services, the materials contained herein, or the Internet generally. These disclaimers of warranties and limitations of liability shall apply to the fullest extent permitted by applicable law.

Team Gemini is not responsible for, and does not control, any third party content or advertisements which are posted on the Team Gemini Services, nor does it take any responsibility for the goods or services provided by its advertisers. Some of these third party sites may be co-branded with a Team Gemini logo, even though they are not operated or maintained by Team Gemini (for example, special sections appearing online are hosted and maintained by third parties). When visiting other web sites or sections of the Team Gemini Services that are operated or maintained by a third party, you should refer to each such web site’s individual “Terms of Use”.

COPYRIGHT

All materials contained in the Team Gemini Services, including software, text, videos, photographs, images, sound files and other materials (collectively, “Content”), are protected by copyright laws, and may not be reproduced, republished, distributed, transmitted, sold, used, displayed, broadcast or otherwise exploited in any manner without the express prior written permission of either Team Gemini or, in the case of content licensed by Team Gemini from third parties, the entity that is credited as the copyright holder of such licensed content. Unauthorized use of Content may violate copyright, trademark and other laws. You have no rights in or to the Content and you may not use the Content except as permitted under these Terms of Service. If you violate these Terms of Service, you may be held liable for copyright and or trademark infringement, your permission to access the Team Gemini Services terminates and you must immediately destroy any copies you have made of the Content.

Team Gemini does not permit infringement of intellectual property rights on the Team Gemini Services. If you believe that any Content on the Team Gemini Services infringes your copyright or other intellectual-property rights, you may notify Team Gemini by providing the information required by the Online Copyright Infringement Liability Limitation Act section of the Digital Millennium Copyright Act, 17 U.S.C. 512 (c)(3), to Team Gemini’s Legal Department:

Robert S. Hazzard, Esq., Chief Legal Officer
Team Gemini LLC
121 South Orange Avenue, Suite 1600N
Orlando, FL 32801
(t) 407.495.8510
(f) 407.495.8511
Robert.Hazzard@teamgemini.us

By accessing the Team Gemini Services, including without limitation, any digital service made available by Team Gemini, you specifically acknowledge and agree that: (a) any text, photo, graphic, logo, image, audio and/or video material shall not be published, broadcast, rewritten for broadcast or publication or redistributed directly or indirectly in any medium; (b) no materials nor any portion thereof may be stored in a computer; (c) and Team Gemini will not be liable for any delays, inaccuracies, errors or omissions or for any damages arising from use of Team Gemini Services.

IMPERMISSIBLE — USES OF TEAM GEMINI SERVICES

You agree not to: (a) systematically retrieve data or other Content from the Team Gemini Services to create or compile, directly or indirectly, a collection, compilation, database, directory or the like, whether by manual methods, through the use of “bots” or otherwise; (b) use any trademarks, tradenames or other intellectual property of Team Gemini or any other party from the Team Gemini Services such as metatags on other websites, to disparage any party or in any manner that may damage any goodwill in the intellectual property; (c) collect email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications; or (d) delete or revise any material posted by another user. The following activities on the Team Gemini Services are expressly prohibited: (i) any use of the Team Gemini Services, which in Team Gemini’s sole judgment, degrades the reliability, speed, or operation of the Team Gemini Services or any portion of the Team Gemini Services or any underlying hardware or software thereof, (ii) any attempt to gain unauthorized access to Team Gemini’s computer systems or networks; and (iii) any use of the Team Gemini Services which is unlawful or in violation of these Terms of Service.

TRADEMARKS

Team Gemini LLC, Team Gemini and all other trademarks, trade names, logos and other intellectual property owned by Team Gemini are the property of Team Gemini and cannot be used without Team Gemini’s express prior written permission.

— USER CONTENT

Team Gemini may, at its sole discretion, provide users an opportunity to transmit or post text, videos, photographs, images, sound files and/or other content to the Team Gemini Services (collectively, “User Content”) and may provide for the hosting, sharing and/or publishing of such User Content. Team Gemini does not necessarily endorse, support, sanction, encourage, or agree with User Content and expressly disclaims any and all liability in connection with any User Content.

You shall not transmit or post any User Content that: (a) is unlawful, threatening, harassing, abusive, false, inaccurate, deceptive, misleading, offensive, distasteful, inappropriate, libelous, defamatory, obscene, vulgar, pornographic, profane, indecent, invasive of another’s privacy or harmful to minors in any way; (b) constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law; (c) is copyrighted, protected by trade secret, patent, trademark or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit or post the material and to grant Team Gemini all of the license rights granted herein; (d) refers derisively to the goods or services of others; (e) includes any disruptive elements that may damage or interfere with the Team Gemini Services such as computer viruses, spyware, spiders, crawlers, data mining tools, bots, worms, bombs, or trojan horses; (f) includes advertisements or solicitations of business; (g) impersonates another person; (h) includes any person’s full name or personal or identifying information without that person’s authorization; or (i) violates the law or otherwise violates these Terms of Service.

In connection with any User Content you submit, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Team Gemini to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Content to enable inclusion and use of the User Content in the manner contemplated by the Team Gemini Services and these Terms of Service; (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated by the Team Gemini Services and these Terms of Service; and (iii) it complies with these Terms of Service.

You understand that all User Content is the sole responsibility of the person who transmits or posts that User Content. This means that you, and not Team Gemini, are entirely and solely responsible for all User Content that you transmit or post and for the consequences of Team Gemini publishing such User Content. Team Gemini does not and cannot review the User Content transmitted or posted by users and is not responsible for such content. However, Team Gemini shall have the right, but not the obligation, to refuse, delete, move, remove, or edit any User Content that violates these Terms of Service or is otherwise objectionable, as determined by Team Gemini in its sole discretion and without notice.

You agree to indemnify Team Gemini and its parents, subsidiaries, and affiliates, and each of their respective partners, officers, directors, employees, agents and representatives, against, and to hold each of them harmless from, any and all claims and liabilities (including attorney’s fees) that may arise from your use of the Team Gemini Services, your transmission or posting of User Content, your unauthorized use of material obtained from the Team Gemini Services, your breach of these Terms of Service, your violation of any law, regulation or any right of any other person or entity, and any other unauthorized use of the Team Gemini Services. Team Gemini reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

By transmitting or posting User Content, you grant Team Gemini the perpetual, non-terminable, worldwide, nonexclusive, royalty-free, sublicenseable and transferable right and license to use, reproduce, edit, remove, modify, publish, transmit, display, distribute, have distributed, promote, perform, and prepare derivative works of, all or any potion of such User Content in any form, in any medium now existing or hereinafter invented for any purpose, including commercial uses, including without limitation, in connection with the Team Gemini Services, in connection with Team Gemini’s (and our successors’) business, in connection with promoting and redistributing part or all of the Team Gemini Services (and derivative works thereof) without additional notice, approval, consent, compensation or attribution. You waive any moral rights you may have in the User Content. You also grant each user of the Team Gemini Services a non-exclusive license to access your User Content through the Team Gemini Services, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Content as permitted through the functionality of the Team Gemini Services and under these Terms of Service.

PRIVACY POLICY

Team Gemini has established a Privacy Policy, as modified from time to time, which explains how information is collected on the Team Gemini Services and used. The Privacy Policy is part of these Terms of Service and is incorporated herein by reference.

GOVERNING LAW, JURISDICTION AND CHOICE OF FORUM

You agree that any claim, action or proceeding arising out of these Terms of Service, or your use of the Team Gemini Services, shall be governed by and construed in accordance with the substantive laws of the State of Florida and must brought solely in a state or federal court in the Orange County, Florida and any appellate court from any thereof. You unconditionally submit to the exclusive personal jurisdiction of such courts for any such action and waive, to the fullest extent you may legally and effectively do so, any objection or defense you may now or hereafter have (including without limitation the defense of an inconvenient forum) to the laying of venue in any such court of any such suit, action or proceeding.

NO WAIVER

The failure of Team Gemini to exercise or enforce any portion of these Terms of Service shall not constitute a waiver or modification of any such right or position.

GENERAL

The section titles used in the Terms of Service are for convenience of reference only, are not intended to be considered a part hereof, and shall not modify or restrict any of the terms or provisions hereof or be taken into consideration in interpreting or construing the Terms of Service.

If any portion of these Terms of Service is found by a court of competent jurisdiction to be unlawful, void, invalid or otherwise unenforceable, then the court shall endeavor to give effect to the parties’ intention as reflected in that portion and the portion shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of the remaining portion, which will remain in full force and effect.

These Terms of Service constitute the entire agreement between you and Team Gemini with respect to the subject matter hereof and supersedes any other agreements, written or oral.

Last updated: January 8, 2014