Welcome to www.DIVINITY STUDIO.com (the “Site”). Please read the following terms and conditions (this “Agreement”), which apply to your use of the Site and all products and services offered on the Site, the mobile versions thereof, and any applications, platforms or technologies offered by Divinity Studio, LLC and its subsidiaries and affiliates (collectively, “DIVINITY STUDIO”). The Site is controlled, owned and operated by DIVINITY STUDIO. This Agreement is a binding contract between you and DIVINITY STUDIO. You shall be deemed to have agreed to the terms of this Agreement by either using the Site simply as a guest through browsing or by registering as a member of the Site.
1. GENERAL USE PROVISIONS
1.1 All materials provided on the Site including information, text, graphics, documents, logos, trademarks, sounds, images, multimedia content, audiovisual content or any other materials you may see or read on the Site and all related software code (collectively, the “Materials”) are provided either by DIVINITY STUDIO or by its respective third party licensors or agents (“Third Party Providers”) and are the property or copyrighted work of DIVINITY STUDIO and/or its respective Third Party Providers. All Rights Reserved. Third Party Providers are intended third party beneficiaries of this Agreement and may enforce the terms of this Agreement against you.
1.2 Subject to the terms and conditions herein, DIVINITY STUDIO hereby grants you a limited, revocable, personal, non-sublicenseable, non-transferable, non-exclusive license to access and use the Site and the Materials for your limited and personal, non-commercial access and use for real-time viewing purposes only. You agree not to: (a) modify or alter any part of the Site or the Materials, (b) attempt to gain unauthorized access to the Site, other members’ accounts or account information, or other computer systems, servers or networks connected to this Site or any portion thereof, (c) upload commercial content on this Site or use this Site to solicit others to join or become members of any other commercial online service or other organization, (d) upload, post, e-mail or otherwise transmit any data to the Site that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, (iii) you do not have a right to transmit under any law or under contractual or fiduciary relationships, or (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, (e) use this Site to harm minors in any way, (f) impersonate any person or entity, including a DIVINITY STUDIO’ representative, or otherwise misrepresent your affiliation with a person or entity, (g) interfere with or disrupt this Site or servers or networks connected to this Site, or disobey the requirements, procedures, policies or regulations of networks connected to this Site, (h) collect or copy any product listings or products from this Site, (i) intentionally or unintentionally violate any applicable local, state, national or international law, (j) provide inaccurate, incomplete, outdated or misleading registration information, or (k) use automated means, including spiders, robots, crawlers, data mining tools, or similar data gathering methods to download data from this Site or otherwise access this Site. You further agree to comply with all applicable laws, rules and regulations governing your use of the Site and access of the Materials
1.3 Except as otherwise provided, or pursuant to a separate written agreement between you and DIVINITY STUDIO, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted, transferred, assigned or transmitted in any form or by any means, including, electronic, mechanical, photocopying, recording, or other means, without the prior express written permission of DIVINITY STUDIO or the appropriate Third Party Provider. Except where expressly provided otherwise by DIVINITY STUDIO, nothing on the Site shall be construed to confer any license to any of DIVINITY STUDIO’ or any Third Party Provider’s intellectual property rights, whether by estoppel, implication or otherwise. DIVINITY STUDIO reserves the right in its sole and absolute discretion to terminate your right to use the Site at any time.
2. OPENING MEMBER ACCOUNT: LOGIN AND PASSWORD
2.1 To open a member account, you must complete the registration process by providing DIVINITY STUDIO with current, complete and accurate information as prompted by your account profile. In registering for the member account, you agree to submit accurate, current and complete information, and to promptly update such information. Should DIVINITY STUDIO suspect that such information is untrue, inaccurate, not current or incomplete, DIVINITY STUDIO has the right to suspend or terminate your access to the Site. Your user account cannot be shared or used by anyone other than you. By opening a user account, you are confirming that you are at least eighteen (18) years of age.
2.2 Upon registration, you will create a user name and personal password. You will be responsible for keeping your user name and password confidential. You will notify us immediately upon learning of any unauthorized use of your user name and password. DIVINITY STUDIO cannot and will not protect you from the unauthorized use of your user name and password. You will be responsible for all activities and charges incurred through the use of your user name and password, and any claims, liabilities, damages, losses and costs (including reasonable attorneys’ fees) resulting from the unauthorized use of your user name and password, except for unauthorized use of your user name and password directly resulting from the gross negligence or willful misconduct of DIVINITY STUDIO. This Agreement is personal to you, and you shall not assign your rights to anyone.
3 .HEALTH WARRANTY AND CLASS INFORMATION
3.1 You acknowledge that the participation in physical exercise and yoga instructional classes naturally involves the risk of injury. You further acknowledge that specific risks include injuries resulting from overexertion, physical adjustment, improper or negligent use of recommended equipment (e.g., blocks and/or straps), failure to follow trainer instructions, or injuries resulting from participation in an inappropriate level of physical exercise. As such, you understand and voluntarily accept these risks and agree that you are solely responsible for selecting classes and activities that are appropriate for your skill and ability level.
3.2 While we will make every effort to keep content on the Site current, we do not guarantee it is the most up to date information available. For up-to-the-minute information on class changes, contact information and any other information regarding DIVINITY STUDIO, its operations, programs, and offers, please contact a DIVINITY STUDIO staff member for more information provided on the Site.
4. THIRD PARTY SITES AND LINKS
4.1 The Site may contain links to web sites controlled by parties other than DIVINITY STUDIO. DIVINITY STUDIO is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party web sites or any transactions completed through such web sites. DIVINITY STUDIO is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by DIVINITY STUDIO of the linked web site, notwithstanding the inclusion on such web site of the trademarks of DIVINITY STUDIO or its Third Party Providers. It is your responsibility to take precautions to ensure that whatever materials you select for your use are sufficient for your purposes and are free of viruses or other items of a destructive or invasive nature.
4.2 Materials provided by Third Party Providers on the Site have not been independently reviewed, tested, certified, or authenticated in whole or in part by DIVINITY STUDIO. DIVINITY STUDIO does not provide, sell, license, or lease any of the Materials other than those specifically identified as being provided by DIVINITY STUDIO. Any correspondence with, purchase of goods or services from, or participation in third party promotions of such Third Party Providers is solely between you and the applicable Third Party Provider.
4.3 You may link to our home page located at www.DIVINITY STUDIO.com, provided that any such link does not imply any affiliation, endorsement, or sponsorship of your web site by DIVINITY STUDIO. You may not frame or otherwise incorporate into any other web site any of the Materials.
6.1 We welcome your feedback regarding the Site as well as our studio locations. However, any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Comments”) sent to DIVINITY STUDIO shall be and remain the exclusive property of DIVINITY STUDIO. Your submission of any such Comments shall constitute an assignment to DIVINITY STUDIO of all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. DIVINITY STUDIO will be entitled to use, reproduce, disclose, publish and distribute any material you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork.
7. DIVINITY STUDIO SHOP
7.1 By placing an order on the Site, you authorize DIVINITY STUDIO to charge the card utilized as the payment method to obtain the relevant funds. You represent and warrant that you have the legal right to use the payment method utilized in connection with any such order or other transactions. You agree that any purchase charge may occur several business days after your transaction(s) has occurred and after the date shown on your transaction receipt(s). Unless otherwise noted on the Site or in the Materials, all purchased class series shall expire six (6) months from activation. Store credit will be issued for merchandise, excluding mats and opened media items, returned within seven (7) days of purchase with a receipt. However, all sales are final with respect to sales items. Gift cards and gift certificates may only be redeemed for DIVINITY STUDIO merchandise or services and are non-refundable and non-transferable. Gift cards and gift certificates cannot be redeemed for cash.
8. DISCLAIMER OF WARRANTIES
8.1 YOU AGREE THAT YOUR USE OF THE SITE AND THE MATERIALS SHALL BE AT YOUR OWN RISK. THE SITE AND THE MATERIALS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. WITH REGARD TO THE MATERIALS AND THE SITE, DIVINITY STUDIO AND THE THIRD PARTY PROVIDERS MAKE NO WARRANTY REGARDING YOUR USE OR PERFORMANCE OF THE SITE. DIVINITY STUDIO HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. DIVINITY STUDIO AND THE THIRD PARTY PROVIDERS DO NOT WARRANT WITH RESPECT TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE MATERIALS. DIVINITY STUDIO SHALL HAVE NO LIABILITY FOR ANY VIRUSES RELATED TO THE MATERIALS OR THE SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DIVINITY STUDIO AND THE THIRD PARTY PROVIDERS DO NO WARRANT THAT (A) THE MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE MATERIALS WILL OPERATE OR BE USABLE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA, (C) THE OPERATION OR USE OF THE SITE OR THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, OR (D) ANY PROGRAM ERRORS WILL BE CORRECTED. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE MATERIALS ARE ACCURATE OR SUFFICIENT FOR YOUR PURPOSES. DIVINITY STUDIO AND THE THIRD PARTY PROVIDERS SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO THE SITE AND/OR USE OF THE MATERIALS. DIVINITY STUDIO AND THE THIRD PARTY PROVIDERS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTIES, OR CONDITIONS AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE MATERIALS CONTAINED ON THE SITE. THE SITE IS CONTROLLED AND OFFERED BY DIVINITY STUDIO FROM ITS FACILITIES IN CALIFORNIA. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN OPTION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
9. LIMITATION OF LIABILITY
9.1 DIVINITY STUDIO AND THE THIRD PARTY PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING OR ACCESSING THE SITE OR THE MATERIALS, AS WELL AS FOR ANY DAMAGES SUFFERED AS A RESULT OF THE INABILITY TO USE THE SITE OR THE MATERIALS. IN NO EVENT SHALL DIVINITY STUDIO OR THIRD PARTY PROVIDERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR THE MATERIALS MADE AVAILABLE FROM THE SITE, EVEN IF DIVINITY STUDIO HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE AND AGREE THAT DIVINITY STUDIO SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. AS A USER OF THE SITE, YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR THE MATERIALS IS TO STOP USING THE SITE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED IN THE APPLICABLE JURISDICTION.
10.1 You hereby agree to defend, indemnify and hold DIVINITY STUDIO and the Third Party Providers harmless from, and you covenant not to sue DIVINITY STUDIO or the Third Party Providers for, any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, without limitation, attorneys’ fees) arising from or related to (a) your negligence, error, omission or willful misconduct, (b) your breach of any terms of this Agreement, or (c) your use of the Site or the Materials.
11. ADDITIONAL TERMS AND MODIFICATIONS
11. 1 DIVINITY STUDIO and the Third Party Providers may make improvements and/or changes to the Site and the Materials at any time without notice. DIVINITY STUDIO may make changes to this Agreement or other policies relating to the usage of the Site by posting an updated version of this Agreement or the other policies on the Site. You are responsible for regularly reviewing this Agreement and the policies. Your continued use of the Site after any such changes constitutes your consent to such changes.
12. GENERAL TERMS
12.1 The Site may include inaccuracies or typographical errors. The section headings are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” No joint venture, partnership, employment or agency relationship exists between you and DIVINITY STUDIO as result of this Agreement or through the use of the Site. No alteration, amendment, or modification of any of the provisions of this Agreement shall be binding unless made in writing with express reference to this Agreement, and signed by a duly authorized representative of each party. The failure of DIVINITY STUDIO to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by DIVINITY STUDIO in writing. If any of the provisions of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and remaining provisions will remain in full force and effect. DIVINITY STUDIO shall not be liable for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including acts or omissions of government or military authority, acts of God, shortages of materials, transportation delays, earthquakes, fires, floods, labor disturbances, riots, or war. This Agreement will be governed by California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree that the Site shall be deemed solely based in California, and the Site shall be deemed a passive web site that does not give rise to personal jurisdiction over DIVINITY STUDIO in jurisdictions other than California. Any and all disputes, actions, claims, or causes of action related to or in connection with this Agreement or the Site shall be brought in the federal and state courts located in Los Angeles, California. This Agreement represents the entire understanding relating to the use of the Site and prevails over any prior or contemporaneous, conflicting or additional communications, including statements on the Site. DIVINITY STUDIO has the right to assign or transfer this Agreement to a third party which acquires substantially all of the assets or equity of DIVINITY STUDIO connected with the Site. You may not assign or otherwise transfer in whole or in part or in any manner any rights, obligations, or any interest in or under this Agreement without DIVINITY STUDIO’ prior written consent and any attempted assignment will be void. A merger or other acquisition by a third party will be treated as an assignment. YOU AND DIVINITY STUDIO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, IT BEING THE EXPRESS INTENT OF THE PARTIES TO LIMIT THE TIME PERIOD DURING WHICH A PARTY MAY BRING A CLAIM. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
13. INTELLECTUAL PROPERTY NOTICES
13. 1 You hereby acknowledge the following proprietary notices and legends: Elements of the Site are protected by copyright, trademark and other intellectual and industrial property laws and may not be copied or imitated in whole or in part except as provided in this Agreement. No logo, graphic, sound or image from the Site may be copied or retransmitted unless expressly permitted by DIVINITY STUDIO. DIVINITY STUDIO, the DIVINITY STUDIO logo, and/or other DIVINITY STUDIO brand names for products or services referenced herein or included on the Site are trademarks of Yoga Works, Inc. and may be registered in certain jurisdictions.
Questions or Comments. If you have any questions or comments about this Agreement or the Site, please contact DIVINITY STUDIO at firstname.lastname@example.org