TERMS OF USE

 

Effective Date October 26, 2014

 

PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A BINDING CONTRACT BETWEEN YOU AND PRIMAL YOGA, LLC.

1. INTRODUCTION

These Terms of Use (the “Terms”) along with our Privacy Policy (LINK) set forth the terms and conditions under which Primal Yoga, LLC (“Primal Yoga”, “us”, “we”) agrees to provide you access to our website located at www.lizarch.com (the “Site”) (including any version of the Site, whether accessed via computer, mobile device, tablet, or any other device) and to our Services. “Services” as used herein includes without limitation: (i) all content, features, products and services available on or through the Site including our e-commerce store, blog, mailing list and our Streaming Service, (ii) any software, data, and content of any kind including, without limitation, the information, features, artwork, text, video, audio, pictures or other Content or features provided on or accessed through the Site, (iii) and any other software or applications owned and/or controlled by Primal Yoga. The Site and the Services are collectively referred to herein as the “Platform.”

 

2. YOUR ACCEPTANCE OF THESE TERMS

By using and/or accessing the Site or the Services (or by clicking “I Accept” if presented with these Terms in a click through format) you agree to be bound by these Terms, as well as our Privacy Policy (link), and any other applicable terms that may apply to your use of the Platform. You may use the Platform only if you are 18 years or older, are legally capable of forming a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are accepting these Terms and using the Platform on behalf of a company, organization, government or other legal entity, you represent and warrant that you are authorized to do so. If you are under 18, you may use the Platform only with the involvement of a parent or guardian. We will not be liable for any damages that may result from misrepresentation of age by a user of the Platform.

 

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE STOP USING THE PLATFORM IMMEDIATELY, OR IF APPLICABLE, CANCEL YOUR SUBSCRIPTION.

These Terms will continue to apply to you until terminated by either you or us. We may terminate these Terms or suspend your access to the Platform at any time. If we suspend your access to the Platform we shall have no liability or responsibility to you.

 

3. WE MAY MODIFY THESE TERMS

From time to time, we may change, update, delete or add to these Terms. Any changes to these Terms will be effective immediately upon posting, and any continued use by you of the Platform after changes have been posted constitutes your acceptance to those changes. It is your responsibility to review these Terms and other applicable policies periodically for changes.

 

4. PRIVACY

We respect the privacy of our users and encourage you to read our Privacy Policy(LINK) to understand our practices so that you may make an informed decision about using the Platform. Any information that you provide to us will be subject to this Privacy Policy. You understand that through your use of the Platform, you consent to the collection and use of this information, including the transfer of this information for storage, processing and use by Primal Yoga and its affiliates.

From time to time, we may need to provide you with certain communications, such as announcements and administrative messages. These communications are considered part of our Services, and you may not be able to opt-out from receiving them.

 

5. INTELLECTUAL PROPERTY

All text, designs, graphics, logos, page headers, button icons, scripts, information, blog posts, opinions, service names, service marks, domain names, technical documentation, product information, visual interfaces, images, photographs, trademarks, sounds, music, Streaming Content (defined below) and other videos, applications, software and artwork (collectively, “Content“), including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and arrangement thereof, contained on the Platform is owned by us, controlled by us, or licensed to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. All other intellectual property not owned by us that appears on the Platform is the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. Primal Yoga retains ownership of all right, title and interest in the Platform and all Content, including without limitation all information, videos, images, logos, and all other media content and features available on or through the Platform.

Except as expressly permitted in these Terms, YOU MAY NOT copy, use, republish, download, upload, post, publically display, transmit, stream, encode, translate, reproduce, create derivative works of, or distribute in any way, the Platform, the Content or any portion thereof, in any manner without our prior express written permission. Nothing on the Platform should be construed as granting, by implication, or otherwise, any license or right to use the Platform or any Content displayed on or available through the Platform, without the prior written permission of Primal Yoga and/or the Content owner. Any unauthorized attempt to copy or modify the Content, or to circumvent or defeat any of the security features design to protect the Content, is strictly prohibited, and we enforce our intellectual property rights to the fullest extent permitted by law.

 

6. YOUR LIMITED LICENSE TO USE THE PLATFORM

Primal Yoga grants you a limited, non-exclusive, revocable, non-transferable license to make personal, non-commercial use of the Platform and to use and receive all Content available on or through the Platform. You may not assign these Terms or any part thereof, nor may you transfer or sublicense any of the rights granted to you under this license to any third party. Any software application that is used to access the Platform is licensed, not sold, to you including all intellectual property rights related to the software.

You acknowledge and agree that you may use and access the Platform and the Content only as expressly permitted herein. Nothing in these terms should be construed as granting you any ownership rights in the Platform, the Content or any portion thereof.

You may not modify, reverse engineer, tamper with, create derivative works of, sell, decompile, disassemble, modify, rent, license, publish, transfer, distribute, broadcast, publicly display, assign or otherwise exploit the Platform, the Content, or any portion thereof, including without limitation any software, video content, elements, information or materials on or available through the Platform. You may not copy, modify, erase or damage any Content or information controlled or owned by Primal Yoga or any third party.

You may not use any data mining/ data extraction tools in connection with the Platform. You agree that you will not (i) obtain or attempt to obtain any information from Platform including, without limitation, email information of other account holders or other software data; (ii) intercept, examine or otherwise observe any proprietary communications protocol used by the Platform, whether through the use of a network analyzer, packet sniffer or other device; or (iii) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, Trojan-horse routing, trap door, time bomb or any other codes, instructions or third-party software that is designed to provide a means of surreptitious or unauthorized access to, or to distort, delete, damage or disassemble, the Platform. Any tool or method used to acquire, copy or monitor any portion of the Platform or Content or in any way reproduce or circumvent the Platform or Content or any portion thereof or to obtain or attempt to obtain any materials, documents or information through any means is strictly prohibited. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform. You understand that the Platform and software embodied within the Platform may include security components that permit digital materials to be protected and that use of these materials is subject to usage rules set by Primal Yoga. You not may to attempt to override, disable, circumvent or otherwise interfere with any such security components and usage rules embedded in the Platform.

Additionally, as a condition of your use of the Platform, you represent and warrant to us that you will not use the Platform for any purpose that is unlawful, immoral or prohibited by these Terms.

Furthermore, you may not use the Platform to develop, generate, transmit or store information that: (a) is defamatory, harmful, abusive, obscene or hateful; (b) in any way obstructs or otherwise interferes with the normal performance of another person’s use of the Platform, (c) performs any unsolicited commercial communication not permitted by applicable law; (d) constitutes harassment or a violation of privacy or threatens other people or groups of people; (e) is harmful to children in any manner; (f) violates any applicable law, regulation or ordinance; (g) makes any false, misleading or deceptive statement or representation regarding Primal Yoga and/or the Platform or (h) constitutes phishing, pharming or impersonates any other person, or steals or assumes any person’s identity (whether a real identity or online nickname or alias).

The platform may not be used in connection with any commercial purpose except as specifically approved by Primal Yoga in writing. Unauthorized framing or linking to the Platform is prohibited.

 

7. MEMBERSHIPS AND ACCOUNTS

We offer a subscription based on-demand streaming service (the “Streaming Service”) through which members can view yoga classes, tutorials, meditation instruction and other health and fitness audio-visual content (collectively, the “Streaming Content”) streamed over the Internet to certain internet-connected TV’s, computers, tablets, mobile phones and other devices.

 

7.1 Accounts

If you wish to access the Streaming Service, you must sign up and register for an account (“Account”). By creating an Account you opt in to receiving occasional special offer, marketing and communication emails. You may unsubscribe from these emails by following the opt-out instructions in those emails.

As part of the registration process, you may be asked to submit your name, address, email address, date of birth and/or similar information and to select a password. You agree that all information you provide to us for purposes of creating an Account or otherwise registering (“Registration Information”) will be true, accurate, current and complete and your failure to provide such information shall constitute a breach of the Terms which may result in the immediate termination of your Account. You shall promptly update your Registration Information to keep it true, accurate, current and complete and maintain the confidentiality of your password. You acknowledge and agree all of the Registration Information will be subject to and governed by our Privacy Policy (link) and/or the privacy policies and terms of use of any third party service providers we use in connection with the Platform.

In registering and/or creating an Account, YOU SHALL NOT: (a) select or use the email address or user name of another person with the intent to impersonate that person, (b) use a name subject to the rights of any other person without authorization, (c) use an email address or user name that is profane, offensive or otherwise inappropriate or (d) allow any other party to use your Account and/or password except as set forth herein.

You are responsible for maintaining the confidentiality of your Account and password and for restricting access to your Account. You understand and agree that you shall be liable for all activities that occur under any Account created for your use, even if you did not commit such activities. YOU MAY NOT SHARE OR TRANSFER YOUR ACCOUNT. You may not share, give, sell or otherwise disclose your password and/or username to any other person or entity. You agree to immediately notify Primal Yoga by sending an email to liz@lizarch.com of any known or suspected unauthorized use(s) of your Account or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password. Primal Yoga is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your password, but you will be liable to Primal Yoga for any losses incurred due to someone else using your Account.

You agree that Primal Yoga, at its sole discretion, with or without prior notice, may freeze or cancel your Account, or your use of or access to the Platform, including without limitation, if Primal Yoga believes that you have violated or acted inconsistently with these Terms in any way. If we have reasonable grounds to suspect your Account is fraudulent or inaccurate, we may suspend or terminate your account and refuse any and all current or future use of the Platform without refund to you. Excessive viewings or logins will be construed by Primal Yoga as fraudulent use of the Platform that may result in the immediate cancellation of membership without refund. In addition, Primal Yoga may, in its sole discretion and at any time, modify or discontinue the Platform, or any part thereof, with or without notice. You agree that Primal Yoga will not be liable to you or any third party for any interference with or termination of your access to the Platform.

 

7.2 Free Trials

Once you have created an Account, we may offer you a free trial period during which you can try out the Streaming Service for free (“Free Trial Period“). The length of any such Free Trial Period may vary and will be indicated at the time create your Account. Free trials are for new members only. Primal Yoga reserves the right, in its sole discretion to determine your free trial eligibility.

 

7.3 Subscriptions

If you have already completed your free trial, or if we are not offering a free trail, you may access the Streaming Service by purchasing a subscription (a “Subscription”). By purchasing a Subscription, you agree to be bound by these Terms, our Privacy Policy, as well as the Purchase Terms set forth below.

 

Automatic Renewal

Subscriptions are renewed automatically every 30 days unless and until you cancel your Subscription or we terminate it. We will automatically bill the monthly membership fee (the “Subscription Fee”) to the payment method you provide every 30 days (each a “Subscription Term”). You must cancel your Subscription before prior to the end of the then current Subscription Term in order to avoid billing of the next month’s Subscription Fee. At the time of renewal, your credit card will be charged our then-current Subscription Fee, provided that if the Subscription Fee has changed, we will notify you at your designated email address at least fourteen (14) days prior to renewal so that you have an opportunity to elect not to renew. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled.

By putting in your billing payment method (your “Payment Method”) and subscribing to the Streaming Service, you authorize Primal Yoga or its designated payment processor to charge the applicable Subscription Fee to your Payment Method. If you give us your email address, you will receive an electronic receipt from us after each applicable payment.

 

Cancellation or Termination; No Refunds

You may cancel your Subscription at any time. Once you have cancelled, we will stop charging you, and you will have access to the Streaming Service through the end of the then current Subscription Term. All fees paid and charges made prior to cancelling your subscription are nonrefundable, including any advance charge(s) or payment(s) for a Subscription Term during which you cancel your Subscription. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH SUBSCRIPTION PERIODS OR UNWATCHED STREAMING CONTENT. Cancellation of your subscription does not relieve you of any obligations to pay accrued charges. Membership must be canceled prior to the renewal date in order to end membership charges.

If membership is terminated due to a violation of this Agreement, Primal Yoga will not reimburse you for the remainder of any applicable Subscription Term, nor will reimbursements be made for Subscription cancellations prior to any renewal date.

 

Late Payments

Your Subscription may be deactivated or cancelled without notice to you if payment for your Subscription is past due, or if your Payment Method is declined or denied for any reason. If your Payment Method is declined or denied for any reason, we will deactivate your Subscription and send you a notification email regarding such problem with processing your payment. We will try Payment Method every six (6) days and after five (5) failed attempts, we will cancel your subscription, and you will need to re-subscribe to the Streaming Service. Suspended or terminated members remain obligated to pay Primal Yoga for all unpaid fees.

 

7.4 License to use the Streaming Content

Primal Yoga and/or third parties own and retain all rights to the Streaming Content. Subject to your compliance with the Terms, Primal Yoga hereby grants you a limited, non-exclusive, non-transferable, freely revocable license to access and view the Streaming Content ON A STREAMING ONLY BASIS for personal, non-commercial purposes only. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Primal Yoga Platform to a user’s service in such a manner that the data is intended for real time viewing and not intended to be copied, stored, permanently downloaded or redistributed by the user. Accessing the Platform video content for any purpose or in any manner other than streaming is expressly prohibited.

You may not use the Streaming Content, or any of the text, graphics, logos, music, and/or any other audio or visual content contained in the Streaming Content for any purpose than as expressly stated herein. These restrictions apply to any text, graphics, layout, interface, trademarks, logos, photos, audio, video, stills and all other content contained in the Streaming Content. You are prohibited from creating derivative works or materials that otherwise are derived from or based on the Streaming Content, including any mash-ups videos, even if the derivative materials are not for profit or other commercial use.

You may not either directly or through the use of any device, software, Internet site, web service or by any other means copy, download, capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the Streaming Content, or any portion thereof, except you may stream the Streaming Content as expressly permitted herein. You may not incorporate the Streaming Content or retransmit the Streaming Content via any hardware or software application or make it available via frames or in line links unless expressly permitted by Primal Yoga in writing.

You agree that you will not circumvent, disable or otherwise interfere with security related features of the embeddable player or any other features of the Platform that prevent or restrict use or copying of the Streaming Content. You may not either directly, or through the use of any device, software, Internet site, web based service, or other means, remove, alter, bypass, avoid, interfere with or circumvent any copyright, trademark or other proprietary notices marked on the Streaming Content or DRM mechanism, device or other content protection or access control measure associated with the Streaming Content.

We do not guarantee the accuracy, quality or availability of the Streaming Content. We also do not guarantee the Streaming Content or the embedded video player will be free from glitches, errors or other interruptions.

 

8. HEALTH AND SAFETY DISCLAIMER

The Platform has been created and is maintained for personal exercise, information, entertainment and education. Primal Yoga is not responsible for injuries incurred in the course of using the Platform. You are responsible for determining your physical limits and the application of any wisdom, or any other course of action recommended or taught on the Platform.

By using the Streaming Service, you represent that you understand that physical exercise involves strenuous physical movement and that such activity carries the risk of injury whether physical or mental. It is your responsibly to ensure that you will not exceed your limits while performing such activities and you will select the appropriate class level for your skills and abilities, as well as for any mental or physical conditions and or limitations you have.

Physical exercise, in all of its form and with or without the use of equipment such as blocks, straps or any other equipment that may be suggested by Primal Yoga instructors, is a strenuous physical activity. You are urged to seek medical advice before beginning any physical exercise regimen, routine, program or using any suggested equipment, shown in any of the Streaming Materials or other Content on or available through the Platform. This is particularly important if you are overweight, pregnant, nursing, regularly taking medications, or have any existing medical conditions. The Streaming Material or other Content available on the Platform may not be tailored to match your energy, health or fitness level. If you are concerned about whether any exercises identified on the Platform or in any of the Content are right for you, do NOT continue unless and until you have cleared it with your physician. You understand that from time to time instructors may suggest physical adjustments or the use of equipment and it is your sole responsibility to determine if any such suggested adjustment or equipment is appropriate for your level of ability and physical and mental condition.

We are not a medical organization and our instructors cannot give you medical advice or diagnosis. All suggestions and comments relating to the use of equipment, poses, moves and instruction are not required to be performed by you, and are carried out at your election while viewing our videos. Nothing contained on or through the Platform should be construed as any form of such medical advice or diagnosis.

The Streaming Content involves rigorous exercise. Make sure you exercise in a large well-lit area that is free from obstacles and that you wear comfortable clothing that doesn’t inhibit movement. Stop exercising and consult your physician if you feel dizzy, faint, light-headed or if you experience any discomfort. Only you can monitor your condition during your workout. You are responsible for exercising within your limits and seeking attention and advice as appropriate. You should stretch before any workout and cool down afterwards. Your failure to warm-up, cool down and stretch properly can result in personal injury. Avoid alcohol and or heavy meals for 2 hours before workouts. Drink fluids (preferably water) before, during and after workouts.

Primal Yoga does not make any guarantees regarding improvements of health of physical condition in connection with your use of the Platform.

You knowingly, intelligently, and expressly waive and release any claim that you may have at any time for injury of any kind against Primal Yoga, or any person or entity involved with Primal Yoga, including but not limited to its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives. You acknowledge and agree that you use of the Platform at your own risk.

 

9. OTHER SERVICES

We offer other features and services on the Site including, among other things, news and information, an e-commerce store, blogs and a mailing list sign up. While we try to provide you with the most up to date and accurate information, we do not guarantee, and explicitly disclaim any responsibility for, the accuracy, availability or currentness of information and other Content available on the Platform, or any websites that link to or from the Platform.

9.1 Mailing List. By signing up for our mailing list, you opt in to receiving information and news, occasional special offer, marketing and communication emails. You may unsubscribe from these emails by following the opt-out instructions in these emails.

9.2 E-commerce Store. When making any purchases through our e-commerce store, you agree to be bound by these Terms, our Privacy Policy, our Purchase Terms, as well as any additional terms that may apply.

 

10. PURCHASE TERMS AND CONDITIONS

When your make purchases through our e-commerce store, or sign up for a Subscription, in addition to these Terms and the Privacy Policy, you agree to be bound by the below purchase terms and conditions (the “Purchase Terms”).

You represent that you are 18 years of age or older and are legally capable of entering into contracts. You agree to immediately pay for any and all products and services you purchase on or through the Platform. Payment may be required before said products or services are delivered or made available for delivery to you. If you are under the age of 18, you must get permission from a parent or guardian in order to use the Platform and make purchases through the Platform, and your parent or guardian must agree to these Terms.

 

10.1 Payment Methods

We accept various forms of payment, including without limitation, payments made by VISA, MasterCard, American Express, and Discover Card. We do not accept cash or checks.

We may use third party payment processors such as PayPal to process purchases on the Platform. Payment methods recognized by Primal Yoga for particular Services will be listed in the online cart, and only payment methods recognized by Primal Yoga will be accepted. If you elect to use, or are required to use, the services of a third party payment or billing provider in connection with your purchase from us, your use of such services will be subject to the third party provider’s own terms and conditions. You may be required to create an account with such third party provider and/or provide that third party provider with your bank account or credit/debit card details. Primal Yoga is not responsible for, and you agree to hold us harmless from and against, any liability resulting from the acts or omissions of any third party payment or billing provider. Any dealings with third parties included within or on the Platform involving the delivery of any payment for goods and services are solely between you and that third party. We are neither responsible nor libel for any part of such dealings.

 

10.2 Prices and Price Changes

We have taken reasonable precautions to try to ensure that prices quoted on the Platform are correct and that all products have been fairly described. However, when ordering products or services through the Platform, please note that orders will only be accepted if there are no material errors in the description of the goods or services or their prices as advertised on the Platform, including, but not limited to, the event that a product is listed at an incorrect price due to typographical or other error. All prices are displayed in United States Dollars unless expressly indicated otherwise. All items are subject to availability and we will inform you as soon as possible if the product(s) or service(s) you have ordered are not available and we may offer alternative product(s) or service(s) of equal or higher quality and value.

We reserve the right to adjust pricing for our products and service in any manner and at any time as we may determine in our sole and absolute discretion.

 

10.3 Shipping

Prices quoted are exclusive of all applicable freight, insurance, and other shipping expenses, as well as any special packing expense, and all duties and similar charges (“Shipping Costs”) that may be assessed on your order. All such Shipping Costs shall be your responsibility, and shall appear as a separate item on your order confirmation/receipt.

 

11. INTERNET ACCESS

You are responsible for any Internet connection and/or telecommunication fees and charges that you incur when accessing the Platform, or any portion thereof. The manner, quality of viewing, listening to or otherwise using the Platform is affected by your particular system. Primal Yoga is not responsible for any damages incurred as a result of any interruption, transmission blackout, delayed transmission or incorrect data transmission over the Internet. Primal Yoga does not warrant or represent that the Platform will meet your requirements, that access or streaming will not be interrupted or delayed, that there will be no failures, errors or omissions or loss of transmitted information, that no viruses will be transmitted or that no damage will occur to your computer system.

 

12. WE MAY SUSPEND OR TERMINATE THE PLATFORM OR YOUR ACCESS

Primal Yoga reserves the right to add, change, modify, suspend or discontinue (temporarily or permanently) any portion of the Platform, in its sole discretion, at any time with or without notice. We may interrupt the operation of the Platform, or any portion thereof, as necessary to perform maintenance, error correction or other changes. In addition, we may impose limits on any portion of the Platform or restrict your access to portions of or the entire Platform in our sole discretion without notice or liability.

We have the right to restrict, deactivate, suspend or terminate your access to the Platform, including deletion of your Account (when applicable) and all related information in your Account at any time and for any reason without giving you prior notice. We will not be liable to you for any of these actions.

You understand that if you violate any of these Terms, we reserve the right, without limiting any other remedy available in law or equity, to revoke your right to use Platform and to use any technological, legal, operational or other means available to use to enforce the provisions of these Terms, including blocking IP addresses. If Primal yoga does take legal action against you as a result of your breach of these Terms or any other terms or policies, Primal Yoga will be entitled to recover from you and you agree to pay all reasonable attorneys fees and costs of such action in addition to any other relief granted to Primal Yoga. Primal Yoga will not be liable to you or to any third party for termination of your access to the Platform as a result of any violation of these Terms or any other terms or policies.

 

13. HYPERLINKS TO THE PLATFORM

If you place a link to the Platform on a third party website, you must adhere to Primal Yoga’s linking policy as follows: (i) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Primal Yoga and/or its licensors’ names and trademarks, (ii) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Primal Yoga, (iii) when selected by a user, the link must display the Platform on full-screen and not within a frame on the linking site, and (iv) Primal Yoga reserves the right to revoke its consent to the link at any time and in its sole discretion.

 

14. THIRD PARTY CONTENT AND SERVICES

The Site also advertises, offers, or makes available information, content products and/or services provided by third parties (“Third Party Services”). When purchasing or using a product or service that is offered by or operated by a third party, you shall be subject to any terms of use, policies or other agreements of the third party offering or operating such Third Party Services, as well as the Terms. Third Party Services are provided solely for your convenience and we makes no representations or warranties regarding any Third Party Products and takes no responsibility and assumes no liability for any Third Party Services. By making Third Party Services available on or through the Sites, we are not implying endorsement or responsibility for such Third Party Services, or make any representations or warranties as to their fitness for any particular purpose.

 

15. LINKS TO OTHER SITES

The Site and/or the Services may contain links to third-party websites or resources (“Linked Sites”). Primal Yoga is not responsible or liable for the availability or accuracy of Linked Sites, or for the products, services or other content on or available from such Linked Sites. The presence of links to Linked Sites does not imply any endorsement by Primal Yoga of such Linked Sites, or the products, services or content available on or from such Linked Sites. You acknowledge sole responsibility for and assume all risk arising from your use of any Linked Sites.

 

16. LIMITATION OF LIABILITY; DISCLAIMERS

In no event shall Primal Yoga or any of its subsidiaries, sponsors or affiliates, together with its respective directors, officers, shareholders, employees and agents be liable for any direct, incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation, (i) lost revenues or profits, (ii) loss of business or loss of data, or (iii) loss or damage to any computer, mobile phone or other device that is in any way related to the Platform, or your use of the Platform, including without limitation loss or injury based on errors, omissions, interruptions or other inaccuracies in the Platform. We shall not be liable for your inability to use or access the Platform, or any Content or other materials contained therein, for any computer virus relayed through the Platform, for any delay or malfunction of the Platform, or for any other claim arising out of your use of the Platform, whether based on contract, tort, negligence, strict liability or otherwise, even if Primal Yoga has been advised of the possibility of such damages.

NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR POSTED ON THE SITE, THE MAXIMUM LIABILITY THAT PRIMAL YOGA SHALL HAVE IS LIMITED TO ANY AMOUNTS YOU ACTUALLY PAID TO PRIMAL YOGA. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THESE TERMS AND CONDITIONS) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE YOU AND US.

THE PLATFORM AND ALL CONTENT CONTAINED ON OR AVAILABLE THROUGH THE PLATFORM, AND ALL LINKS OR OTHER ITEMS RELATED THERETO ARE TRANSMITTED AND DISTRIBUTED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THAT THE PLATFORM, ITS FEATURES AND FUNCTIONS, WILL BE AVAILABLE FOR USE OR WORK AS DESCRIBED. THERE ARE NO WARRANTIES WITH RESPECT TO THE PLATFORM, THE CONTENT AND MATERIALS CONTAINED HEREON INCLUDING BUT NOT LIMITED TO NO WARRANTIES REGARDING TITLE, SECURITY, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. ALL INFORMATION CONTAINED WITHIN THE PLATFORM IS SUBJECT TO AMENDMENT, REVISION OR UPDATING WITHOUT NOTICE AT ANY TIME. PRIMAL YOGA DOES NOT PROMISE THAT THE PLATFORM, OR ANY PORTION THEREOF, WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE PLATFORM WILL PROVIDE SPECIFIC RESULTS. PRIMAL YOGA DOES NOT ENSURE THAT THE PLATFORM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTUVE FEATURES.YOU ASSUME TOTAL RESPONDIBLITY FOR YOUR USE OF THE PLATFORM AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST PRIMAL YOGA FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM.

Certain jurisdictions prohibit the limitation of liability for certain types of damages, and accordingly, such limitations may not apply to you. In such jurisdictions, Primal Yoga’s liability is limited to the greatest extent allowable under applicable law.

No communications of any kind between you and us or our representatives shall constitute a waiver of any limitations of liability hereunder or create any additional warranty not expressly stated in these Terms.

 

17. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Primal Yoga, its parent, subsidiary and affiliated entities, and each of their respective owners, officers, directors, employees and agents from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including but not limited to attorneys’ fees and costs) arising from or in connection with: (i) your use of the Platform; or (ii) any violation by you of these Term or your violation of any law, regulation or third-party right. You agree that your representations and warranties, and your obligation to indemnify Primal Yoga, shall survive beyond any term that these Term are in effect.

 

18. GOVERNING LAW

These Terms are governed by, and will be construed under, the laws of the United States of America and specifically by the laws of the state of California.

 

19. DISPUTE RESOLUTION

Any dispute, claim or controversy arising out of or relating in any way to the Platform shall be determined by mandatory binding arbitration. You and Primal Yoga are each waiving your right to a trial by jury and the right to participate in a class or multiparty action. This provision shall survive the termination of these Terms and the termination of your Account. The arbitration shall be governed by the Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA”). You acknowledge and agree that the Terms are subject to the Federal Arbitration Act as they involve interstate commerce.

Any claims seeking to enforce, protect or determine the validity or ownership of any intellectual property rights and any claims related to allegations of theft, piracy or unauthorized use of the Platform are NOT subject to mandatory arbitration. These claims shall instead be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California and you agree to submit to personal jurisdiction and venue of such courts.

Any arbitration must be commence by filing a demand for arbitration with the AAA within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. There shall be no right to any remedy for any claim not asserted within the one (1) year time period.

 

20. CUSTOMER SERVICE AND COMMUNICATIONS

When you visit and/or use the Platform or send e-mails to us, you are communicating with us electronically, and you consent to receive communications from us electronically. You agree that all communications (including, but not limited to all notices, agreements and disclosures) provided to you electronically by Primal Yoga satisfy any legal requirement that such communication be in writing. If you receive marketing e-mails from Primal Yoga and wish to opt out, you may send an e-mail to us at liz@lizarch.com or follow the opt-out procedures set forth in such marketing e-mails.

If you have any questions or comments concerning the Platform or any of the policies set forth in these Terms, please contact us atliz@lizarch.com. We welcome your comments and feedback. All communications and comments submitted to us by e-mail, through the Platform are non-confidential.

All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in connection with your use of the Sites or Services, such as your suggestions regarding improvements that we make to the Sites or Services (collectively, “Comments”) will become our exclusive property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory relating to submissions. Thus, we will own exclusively all such right, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make. By sending us Comments or any other content, you warrant and represent that you own the rights to such or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute such Comments and content and grant us the right to do the same. You hereby irrevocably waive any claims based on moral rights and similar theories, if any.

 

21. DMCA TAKE DOWN PROCEDURE

It is our policy to block or remove any materials on the Platform, and/or made available on or through the Platform that we believe in good faith infringes the intellectual property rights of others.

If you are a copyright owner who believes that your rights have been violated by any materials, content or information on or made available through the Platform, please send a notice containing the following information to the Designated Agent listed below:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on the Platform.

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Primal Yoga to locate the material.

Information reasonably sufficient to permit Primal Yoga to contact the you, such as an address, telephone number, and, if available, an electronic mail address at which the you may be contacted.

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon notification, we will remove or disable access to the infringing material and notify the content provider that it has removed or disabled access to the material.

If the content provider believes in good faith that the material that was removed is either not infringing, or that it has the right to post and use such material from the copyright owner or pursuant to the law, the user must send a counter-notification containing the following information to the Designated Agent listed below:

A physical or electronic signature of the content provider;

Identification of the material that has been removed or to which access to has been disabled and the location at which the material appeared before it was removed or disabled;

A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and

The content provider’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the user’s address is located, or if the user’s address is located outside the United States, for any judicial district in which Primal Yoga is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notification is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, the removed material may be replaced or access to it restored in 14 business days or more after receipt of the counter-notice, solely at our discretion.

It is our policy to terminate repeat infringement offender’s access to the Platform, and we reserve the right to do so.

Please contact our Designated Agent at the following address:

2118 Wilshire Blvd #226

Santa Monica, CA 90403-5784

or email liz@lizarch.com

 

22. MICELLANEOUS

Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Primal Yoga as a result of the Terms or your use of the Platform.

Assignment. Primal Yoga may assign the Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Terms without Primal Yoga’s prior written consent, and any unauthorized assignment by you shall be null and void.

Severability. If any of the provisions of the Terms is found to be invalid or unenforceable, then that provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.

Attorneys’ Fees. In the event any litigation is brought by either party in connection with the Terms, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.

No Waiver. Our failure to enforce any provision of the Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of the Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

Notices. All notices given by you or required under the Terms shall be in writing and addressed to 2118 Wilshire Blvd #226, Santa Monica, CA 90403-5784 unless otherwise specified herein.

Void Where Prohibited. Any offer for the Platform, or any portion thereof, if void where prohibited. Access to and use of the Platform is subject to all applicable laws and regulations. To the extent that access, or use of the Platform would be deemed illegal by governing law, such access or use is prohibited.

Eligibility. Primal Yoga administers and operates the Platform from the United States. We reserve the right to limit the provision of the Platform to any person or geographical area. Primal Yoga makes no representation that the Content on the Platform is appropriate or available for use at other locations outside of the United States, and access to them from territories where the contents or products available through the Platform are illegal is prohibited. You may not use the Platform or export the content or products in violation of U.S. export laws and regulations. If you access the Platform from a location outside of the United States, you do so at your own initiative and are responsible for compliance with all local laws.

Equitable Remedies. You hereby agree that Primal Yoga would be irreparably damaged if the terms of the Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of the Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.

Copyright 2014, Primal Yoga LLC. All rights reserved.