Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Tandem Run website (www.tandemrun.app), technology, software, and services (together, the "Services"). The Terms incorporate Tandem Run's Privacy Policy and any other terms you agree to with us. The Services are provided by Tandem Run LLC. In these Terms, "Tandem Run," "us," "our," or "we" means Tandem Run LLC.

1. Agreement

These Terms are a binding contract between you and Tandem Run. You accept them when you access, use, or sign up for any Services. If you do not agree, do not use the Services.

NOTICE REGARDING DISPUTE RESOLUTION: THESE TERMS CONTAIN PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND TANDEM RUN ARE RESOLVED, INCLUDING AN AGREEMENT TO ARBITRATE, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND LIMIT YOU TO CLAIMS AGAINST TANDEM RUN ON AN INDIVIDUAL BASIS, UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE INSTRUCTIONS BELOW.

2. Accounts

To use the Services, you must register for an account ("Account"). To create an Account:

• You must be an individual (i.e., not any corporation, partnership or other business entity) at least 18 years old;
• You must identify as a woman, inclusive of transgender women and nonbinary people who feel comfortable in a women-centered space;
• You may not have any other accounts on our Services; and
• You have not previously been removed from our Services, unless you have our express written permission to create a new account.

You may not use someone else's Account, or let anyone else use yours, without Tandem Run's prior written permission.

By creating an Account, you agree:

• To provide accurate, current and complete information about yourself ("User Data");
• To keep User Data up to date, and make any changes as soon as possible;
• That Tandem Run may use your User Data to provide Services; and
• That Tandem Run may, at any time and without notice or liability, terminate or suspend any Account, restrict access to the Services, or use any operational, technical, legal, or other means to enforce these Terms (including blocking specific IP addresses).

For more information about what information we use and how we use it, please refer to our Privacy Policy.

You can delete your Account at any time on the "Settings" page by clicking "Delete Account." Your Account is deleted right away, but it may take some time to fully remove your User Data from the Services.

3. Security

You are responsible for keeping your password confidential and for preventing unauthorized access to your Account. You are responsible for all activity under your Account or from your devices.

Please notify Tandem Run immediately of any unauthorized access or use of your Account or password, or any other security breach. Unauthorized access could expose your User Data and other information you provide to third parties.

4. Fees

The Services are currently provided free of charge. Tandem Run reserves the right to charge fees for the Services or any features thereof in the future, and will provide you with at least thirty (30) days' notice of any such fees before they take effect.

5. Our proprietary rights; licenses

You agree that the Services, any related software, any aggregated data based on Content (defined below), and any Content on the Services contains proprietary and confidential information protected by intellectual property and other laws. This information may belong to Tandem Run or to third parties. Unless the law allows it or Tandem Run (or the relevant third party) authorizes it, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works from the Services, the software, or Content (other than Content you submit), in whole or in part.

Tandem Run grants you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access and use the Services. You may not (and may not allow any third party to) copy, modify, display, perform, reproduce, transmit, or create derivative works from the Services; reverse engineer, reverse assemble, or otherwise try to discover any source code; or sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Services, except where permitted by law.

The term "Tandem Run," the Tandem Run logo, the look and feel of the Services, and all other Tandem Run logos and product- and service-names are the exclusive trademarks of, and are owned by, Tandem Run, and you may not use or display such trademarks in any way without Tandem Run's prior written permission. Any third-party trademarks, service marks, product names, company names, or logos displayed on the Services are the property of their respective owners. Tandem Run reserves all rights not expressly granted in these Terms. We may immediately withdraw any licenses, rights, or permissions given to you in these Terms whenever we choose, whether generally or in a specific case, upon reasonable notice or for cause.

6. Ownership of content

"Content" means anything you create, share, or post through the Services — text, images, videos, audio, or other data — whether shared publicly, privately, or through a third-party API. You keep the intellectual property rights in your User Data.

You agree and confirm that:

• You own your Content or you have the legal right to use it;
• Your Content does not infringe anyone else's rights, including privacy, publicity, copyright, or other intellectual property rights. You are responsible for any royalties, fees, or other obligations tied to your Content; and
• Your relationship with Tandem Run is not confidential, fiduciary, or otherwise special, and submitting Content does not give you any status different from a member of the general public, including as to your User Data.

If you think any Content used in the Service infringes your intellectual property rights, contact us using the information below.

7. Your license to us

To run the Services, we need your permission (a "license") to use your Content and User Data.

You grant us a worldwide, non-exclusive, transferable, sub-licensable, royalty-free license to use, copy, modify, adapt, publish, translate, create derivative works from, distribute, and publicly perform and display your User Data and any name, username, or likeness you post, in any media now or later developed, at no cost to you. This includes using your profile name, profile photo, and information about your activities (including your use of third-party products, services, or devices) in connection with the Services. We will use your User Data as described in our Privacy Policy.

This license ends when your User Data is deleted from our systems; provided, however, that the license continues with respect to any aggregated, de-identified, or derivative works created by Tandem Run prior to such deletion.

You agree and confirm that you are able to give Tandem Run any licenses, rights, or other permissions set out in these Terms.

8. Responsibility for content and conduct

To keep Tandem Run safe and positive for everyone, we have adopted these policies:

You agree to:

1. Treat other users in a courteous and respectful manner, both on and off our Services;
2. Be respectful when communicating with any of our customer care representatives or other employees;
3. Present yourself respectfully and authentically by adding at least one photo that shows your face; and
4. Comply with all applicable laws, including without limitation, privacy laws, intellectual property laws, anti-spam laws, and regulatory requirements;

You agree that you will not:

5. Use our Services for any harmful, illegal, or nefarious purpose;
6. Harass, bully, stalk, intimidate, assault, defame, harm or otherwise mistreat any person;
7. Post or share Prohibited Content (see below);
8. Solicit passwords for any purpose, or solicit other users' personal information for commercial or unlawful purposes, or share another person's personal information without their permission;
9. Solicit money or other items of value from another user;
10. Use another user's Account or share your Account with another person;
11. Disclose private or proprietary information that you do not have the right to disclose;
12. Misrepresent your identity, age or affiliations with a person or entity;
13. Use the Services in a way that damages the Services or prevents their use by other users;
14. Use the Services in a way to interfere with, disrupt or negatively affect the platform, the servers, or our Services' networks;
15. Copy, modify, transmit, distribute, or create derivative works from any Content posted by other users, content owned or provided by Tandem Run ("Our Content"), or any other intellectual property or proprietary information accessible through the Services, without Tandem Run's prior written consent;
16. Use any robot, crawler, scraper, proxy, or other automated or manual tool to access, index, "data mine," copy, or circumvent the structure or presentation of the Services or their contents;
17. Upload viruses or other malicious code or otherwise compromise the security of our Services;
18. Express or imply that any statements you make are endorsed by Tandem Run;
19. "Frame" or "mirror" any part of our Services;
20. Use meta tags or code or other devices containing any reference to Tandem Run or the platform (or any trademark, trade name, service mark, logo or slogan of Tandem Run) to direct any person to any other website for any purpose;
21. Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of our Services, or cause others to do so;
22. Use or build any third-party application or service — including any artificial intelligence or machine learning system — that interacts with the Services, Content, or information, without our written consent;
23. Use, access, or publish the Tandem Run application programming interface without our written consent;
24. Probe, scan or test the vulnerability of our Services or any system or network;
25. Encourage, promote, or agree to engage in any activity that violates these Terms;
26. Create a new Account after we suspend or terminate your Account, unless you receive our express permission; or
27. Submit a report about a member's behavior or content that is false, misleading, or otherwise manifestly unfounded, or abuse any Tandem Run reporting or appeals request system made available.

The license granted to you under these Terms and any authorization to access the Services may be immediately revoked by Tandem Run, in its sole discretion, in the event that you do any of the above.

Prohibited Content

Tandem Run prohibits uploading or sharing Content that:

28. Is obscene, pornographic, violent or otherwise may offend human dignity, or contains nudity;
29. Could reasonably be deemed to be offensive or to harass, embarrass, alarm or annoy any other person;
30. Is abusive, insulting or threatening, discriminatory under applicable law, or that promotes or encourages racism, sexism or hatred;
31. Is illegal or encourages or facilitates any illegal activity;
32. Is defamatory, libelous, or untrue;
33. Involves the transmission of "junk" mail or "spam";
34. Contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from Tandem Run or otherwise;
35. Infringes upon any third party's rights (including, without limitation, intellectual property rights and privacy rights); or
36. May harm the reputation of Tandem Run or its affiliates.

The uploading or sharing of Content that violates these Terms ("Prohibited Content") may result in the immediate suspension or termination of your Account.

You are fully responsible for any Content you post, upload, share, transmit, or make available through the Services, including any illegal Content. Tandem Run does not endorse or take responsibility for any Content, and we do not guarantee its accuracy, completeness, usefulness, or quality. You use the Services — and rely on any Content — at your own risk, and you understand you may be exposed to Content that is offensive, indecent, objectionable, or illegal.

Consistent with applicable laws, Tandem Run may (but is not obligated to) screen, monitor, hide, restrict, refuse, or remove any Content we decide, in our sole discretion, violates these Terms or is otherwise objectionable or inappropriate.

Tandem Run does not promise that any Content or Services are appropriate or available for use in your location. You may not access or use them where doing so is illegal, and you are responsible for complying with your local laws. You also may not use or export Content or Services in violation of U.S. export laws.

9. Communications

The Services let you communicate with others, including your contacts, other users, and Tandem Run. You agree that:

• You will use the available communication tools in line with these Terms and only for purposes related to the Services;
• Your communications count as your User Data and are governed by these Terms and applicable laws;
• Depending on your Account settings and how you communicate, your communications may be public;
• Tandem Run may (but is not obligated to) review, screen, archive, or otherwise monitor communications to the extent allowed by law, including reviewing direct-message history when a user is reported to us; and
• Any notices or other communications we send you electronically satisfy any legal requirement that they be in writing.

10. Other Tandem Run users

The Services let Tandem Run users connect virtually to share experiences and information. Tandem Run is a neutral party to interactions between users and is not responsible for those interactions or any information shared. We verify users' identities based on identification documentation provided by them, but we do not check backgrounds or verify any other information about them, such as their qualifications, background, or abilities. Always use common sense and good judgment when dealing with other users.

11. Your contacts

You confirm that you are authorized to give us any contact information you provide. Tandem Run will not be responsible if you provide third-party contact information without authority or in breach of these Terms.

12. Your feedback

You may provide comments, feedback, suggestions, ideas, original or creative materials, and other communications about the Services ("Feedback"). If you do, you grant Tandem Run a worldwide, non-exclusive, transferable, assignable, sub-licensable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform, and otherwise use the Feedback, and to make, sell, offer for sale, import, and export products and services based on it. Do not send Feedback if you do not want to give us this license. Feedback is not Content under Section 6 (Ownership of Content).

13. Claims of infringement

The Digital Millennium Copyright Act ("DMCA") gives copyright owners a way to address material online that infringes their rights under U.S. copyright law. Tandem Run also reviews trademark infringement claims. If you believe in good faith that material hosted by Tandem Run infringes your copyright or trademark rights, you (or your agent) may send us a notice asking us to remove it or block access to it. The notice must include: (a) a physical or electronic signature of a person authorized to act for the owner of the right allegedly infringed; (b) identification of the copyrighted work or trademark claimed to be infringed (or, if a single notice covers several works, a representative list of them); (c) identification of the infringing material and enough information for us to locate it on the Services; (d) the complaining party's name, address, telephone number, and email address (if available); (e) a statement that the complaining party has a good-faith belief that the use is not authorized by the owner, its agent, or the law; and (f) a statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act for the owner of the right allegedly infringed. We will not respond to complaints that do not meet these requirements. When we forward a DMCA-compliant notice, we may share your information with third parties, and we will forward the notice as submitted, without deletions. If we determine that the material does not need to be removed, we may decline to remove it in our sole discretion and may require a court order declaring the material or its use unlawful before taking further action.

If you believe in good faith that a copyright infringement notice was wrongly filed against you, the DMCA lets you send us a counter-notice. A counter-notice must include: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement, under penalty of perjury, that you have a good-faith belief the content was removed in error; (d) a statement that you consent to the jurisdiction of the Federal District Court for the district where you live and that you will accept service of process from the person who filed the original complaint; and (e) a physical or electronic signature (for example, typing your full name).

Notices and counter-notices about the Services must meet the current statutory requirements under the DMCA and should be sent to the agent identified below. We suggest you consult your legal advisor before filing a notice or counter-notice, and be aware that the DMCA imposes penalties for false claims.

Agent to Receive Notices of Claimed Infringement:

14. Disclaimer of warranties

THE SERVICES AND ANY CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TANDEM RUN AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS DISCLAIM ALL WARRANTIES REGARDING THE SERVICES AND CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THEY MAKE NO WARRANTY THAT: (A) THE SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) ANY RESULTS FROM USING THE SERVICES OR CONTENT WILL BE ACCURATE OR RELIABLE; OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL YOU OBTAIN THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.

YOU AGREE THAT YOUR USE OF THE SERVICES AND ANY ATHLETIC ACTIVITIES RELATED TO THE SERVICES IS AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING INJURY, DAMAGE, OR LOSS TO YOU OR ANYONE ELSE.

YOU AGREE THAT ANY INFORMATION SHARED THROUGH THE SERVICES OR ANY CONTENT (INCLUDING ACTIVITY DATA, PERFORMANCE METRICS, TRAINING PLANS, AND RECOMMENDATIONS), WHETHER FROM US, OTHER ACCOUNT HOLDERS, OR THIRD PARTIES, IS FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY AND IS NOT MEDICAL OR PROFESSIONAL ADVICE.

YOU AGREE THAT TANDEM RUN IS NOT RESPONSIBLE FOR INSPECTING, SUPERVISING, PREPARING, OR CONDUCTING ANY GROUP ACTIVITY THAT USES THE SERVICES.

TANDEM RUN WILL NOT BE LIABLE FOR ANY DELAY, INTERRUPTION, FAILURE IN PERFORMANCE, LOSS, DAMAGE, OR INABILITY TO PROVIDE ALL OR ANY PART OF THE SERVICES IF AND TO THE EXTENT CAUSED BY ANY EVENT OR CIRCUMSTANCE BEYOND ITS REASONABLE CONTROL, INCLUDING ACTS OF GOD, FLOOD, FIRE, EARTHQUAKE, SEVERE WEATHER, EPIDEMIC, PANDEMIC, DISEASE OUTBREAK, PUBLIC HEALTH EMERGENCY, WAR, TERRORISM, CIVIL UNREST, LABOR SHORTAGE OR DISPUTE, STRIKE, EMBARGO, UTILITY FAILURE, INTERNET OR TELECOMMUNICATIONS FAILURE, DENIAL-OF-SERVICE ATTACK OR OTHER CYBERATTACK, HACKING, MALWARE, FAILURE OR INTERRUPTION OF ANY HOSTING, CLOUD, PLATFORM, SOFTWARE, HARDWARE, NETWORK, OR OTHER THIRD-PARTY SERVICE OR INFRASTRUCTURE, GOVERNMENTAL ORDER, LAW, ACTION, OR RESTRICTION, OR ANY OTHER SIMILAR OR DISSIMILAR EVENT BEYOND TANDEM RUN'S REASONABLE CONTROL (EACH, A "FORCE MAJEURE EVENT").

WITHOUT LIMITING THE FOREGOING, TANDEM RUN MAY SUSPEND, LIMIT, OR DISCONTINUE THE SERVICES, OR ANY PART OF THEM, DURING A FORCE MAJEURE EVENT, AND ANY TIME FOR PERFORMANCE BY TANDEM RUN WILL BE EXTENDED FOR THE DURATION OF THE FORCE MAJEURE EVENT AND ANY REASONABLE RECOVERY PERIOD. TANDEM RUN WILL HAVE NO OBLIGATION TO PROVIDE ANY REFUND, CREDIT, COMPENSATION, OR OTHER REMEDY ARISING FROM ANY UNAVAILABILITY, SUSPENSION, DELAY, OR FAILURE CAUSED BY A FORCE MAJEURE EVENT. NOTHING IN THIS SECTION LIMITS ANY OTHER DISCLAIMER, LIMITATION OF LIABILITY, OR RIGHT OF SUSPENSION OR TERMINATION AVAILABLE TO TANDEM RUN UNDER THESE TERMS.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE TANDEM RUN, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (THE "RELEASED PARTIES") FROM ALL LIABILITY RELATING TO YOUR ATHLETIC ACTIVITIES AND/OR USE OF THE SERVICES AND ANY CONTENT (EXCEPT LIABILITY ARISING FROM TANDEM RUN'S OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), AND YOU PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES RELATING TO THAT USE. YOU ALSO AGREE THAT THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING OUT OF OR CONNECTED WITH YOUR USE OR MISUSE OF THE SERVICES, THE CONTENT, OR ANY THIRD-PARTY PRODUCT, SERVICE, GOOD, OR APPLICATION — WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT FORESEEABLE, EVEN IF TANDEM RUN HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

TANDEM RUN'S MAXIMUM TOTAL LIABILITY TO YOU UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF (A) FIFTY DOLLARS ($50) OR (B) THE FEES YOU PAID TANDEM RUN IN THE 12 MONTHS BEFORE THE DATE OF THE CLAIM.

If you live in a jurisdiction that does not allow certain disclaimers, limitations, or exclusions, some or all of those in these Terms may not apply to you. To the extent any of them does not apply, the remaining disclaimers, exclusions, and limitations will still apply to your use of the Services and the Content.

16. Indemnity

You agree to indemnify and hold harmless Tandem Run and its subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, and licensors from any claim or demand — including reasonable attorneys' fees and costs of investigation and defense — arising out of: (a) Content you submit, post, transmit, or make available through the Services; (b) your use of or connection to the Services; (c) your athletic activities that generate Content you post or seek to post (including activities connected with any contests, races, group rides, or other events that use the Services); (d) your violation of these Terms or any applicable law, including any data protection or privacy law; or (e) your violation of the rights of any other person or entity. This indemnification applies to the fullest extent permitted by the laws of your jurisdiction.

17. Beta features

Tandem Run may offer certain features through a beta release, early access program, or similar test opportunity ("Beta Features"). Beta Features may not be supported, may require updates, and may contain errors or design flaws. You use them at your own risk. The "Your Feedback" section applies to any feedback on Beta Features. We may change or remove Beta Features at any time.

18. Notice for California users

Under California Civil Code Section 1789.3, California users are entitled to the following specific consumer rights notice: If you have a complaint regarding the Services that you think we have not adequately resolved, the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

19. Dispute resolution

Arbitration

Before either party initiates a lawsuit or arbitration, the parties will make good-faith efforts to settle any dispute, claim, question, or disagreement directly through consultation and negotiation.

Except as noted below, all claims arising out of or relating to these Terms or the Services will be finally settled by binding arbitration administered by JAMS under its rules and procedures for consumer-related disputes, excluding any rules or procedures that govern or permit class actions. This arbitration requirement does not apply to: (a) disputes relating to Tandem Run's intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents); (b) Tandem Run's right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its rights; or (c) claims by you if you opt out of this agreement to arbitrate.

The arbitrator, and not any court or agency, will have exclusive authority to resolve all disputes arising out of or relating to these Terms, including any claim that all or part of these Terms is void or voidable. The arbitrator may grant any relief that would be available in court, subject to the limitations set forth in these Terms.

The arbitrator's award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

You and Tandem Run expressly waive trial by jury. You also agree not to bring or take part in claims in a private attorney general or representative capacity, or in consolidated claims involving another person's Account, if Tandem Run is a party to the proceeding.

This Dispute Resolution provision is governed by the Federal Arbitration Act. The parties understand that, without this provision, they would have the right to sue in court and have a jury trial. They also understand that, in some cases, arbitration costs could exceed litigation costs and that discovery may be more limited in arbitration than in court.

Class-action waiver

The parties agree that any arbitration will be conducted in their individual capacities only, and not as a class action or other representative action.

If any court or arbitrator finds the class-action waiver in this section void or unenforceable, or determines that an arbitration may proceed on a class basis, then the arbitration provision above will be null and void in its entirety, and the parties will be deemed not to have agreed to arbitrate disputes.

Exception — Small claims court

Despite the agreement to arbitrate, either party may instead seek relief in a small claims court in the Commonwealth of Massachusetts for disputes or claims within that court's jurisdiction.

Thirty-day right to opt out

You may opt out of the Arbitration and Class-Action Waiver provisions by sending written notice of your decision to: Tandem Run LLC, Attn: Legal Department (Opt-out), 217 Hanover Street, #130019, Boston, MA 02113. The notice must include your name, the email address associated with your Account, and a clear statement that you wish to opt out of arbitration. You must send it within 30 days of signing up to use the Services; otherwise, you will be bound to arbitrate disputes under these Terms. If you opt out, Tandem Run will also not be bound by these arbitration provisions.

Time limitation on claims

To the maximum extent permitted by law, any claim you have arising out of or relating to your relationship with Tandem Run, these Terms, or the Services must be filed within one year after the claim arose; otherwise, it will be permanently barred.

Choice of law and forum

Any action or legal proceeding arising out of or relating to these Terms, Content, the Services, or your relationship with Tandem Run is governed by and must be interpreted under the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles, and WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. Subject to the arbitration provisions above in this Section 19, the parties irrevocably consent to bring any action to enforce these Terms in the federal or state courts in Boston, Massachusetts, and consent to the exclusive jurisdiction of those courts. If any party brings a suit or action against another arising out of these Terms and Tandem Run is the prevailing party, Tandem Run will recover from the other party, in addition to all court costs and disbursements, the reasonable attorneys' fees the court determines.

20. Termination

Tandem Run may, in certain circumstances and without prior notice, immediately suspend or terminate your Account and/or access to the Services. Grounds for suspension or termination include, but are not limited to: (a) breaches or violations of these Terms or other incorporated agreements, policies, or guidelines; (b) requests by law enforcement or other government agencies; (c) your own request (self-initiated Account deletions); (d) discontinuance or material changes to the Services (or any part of them); (e) unexpected technical or security issues; (f) extended periods of inactivity; and/or (g) nonpayment of any fees you owe in connection with the Services.

Terminating your Account may include removing your access to all parts of the Services; deleting your information, files, and Content associated with your Account (subject to Tandem Run's right to retain data as required by law, to enforce these Terms, or as otherwise permitted under the licenses granted here); and barring you from further use of the Services.

All suspensions or terminations for cause are made in Tandem Run's sole discretion, and Tandem Run will not be liable to you or any third party for suspending or terminating your Account or access to the Services. The following Sections survive termination of your Account and/or these Terms: Our Proprietary Rights (Section 5), Ownership of Content (Section 6), Your License to Us (Section 7), Responsibility for Content and Conduct (Section 8), Your Feedback (Section 12), Disclaimer of Warranties (Section 14), Limitation of Liability (Section 15), Indemnity (Section 16), Dispute Resolution (Section 19), and General (Section 21).

21. General

These Terms are the entire agreement between you and Tandem Run regarding your use of the Services. These Terms do not create any joint venture, partnership, joint controllership, employment, or agency relationship between you and Tandem Run. If Tandem Run does not exercise or enforce any right or provision of these Terms, that is not a waiver of that right or provision. If a court of competent jurisdiction finds any provision invalid, the court should try to give effect to the parties' intentions as reflected in that provision, and the remaining provisions will stay in full force and effect. Tandem Run may give you notice by email, regular mail, or notices, posts, or links on the Services. A printed version of these Terms and of any electronic notice will be admissible in legal or administrative proceedings to the same extent, and subject to the same conditions, as other business records kept in printed form. Section titles and headings are for convenience only and have no legal effect. You may not assign, delegate, or otherwise transfer your Account or your rights or obligations under these Terms without Tandem Run's prior written consent. Tandem Run may, in its sole discretion, transfer or assign all or any part of its rights under these Terms, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, and may use third-party contractors to carry out its duties and obligations under these Terms and the Services. Any rights not expressly granted in these Terms are reserved.

22. Modification of the Terms and Services

Some provisions of these Terms may be added to or replaced by legal notices or terms on specific pages of the Services. Tandem Run may update these Terms at any time, in its sole discretion, and will give you at least fourteen (14) days' notice of any material changes by email, in-Service notification, or by posting the updated Terms on the Services. If you keep using the Services after that notice period, you agree to the updated Terms. If they are not acceptable to you, your only option is to stop using the Services and delete your Account.

Tandem Run may make improvements or changes to the Services, and to any future prices described, at any time and for any reason in its sole discretion. Tandem Run may also modify or discontinue the Services, or any part of them, temporarily or permanently, with or without notice. Tandem Run will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

23. Support and questions

For questions regarding the Services and these Terms, please contact us at hello@tandemrun.app.