EFFECTIVE AS OF 1st January, 2016. These terms and conditions are effective as of this date for all accounts. These terms and conditions (the "Terms") govern your access to and use of the YOGASM websites and mobile applications that link to or reference these Terms ("Site"). By accessing or using the Site, you are agreeing to these Terms and concluding a legally binding contract with YOGASM, LLC a Delaware Limited Liability Company with a Registered Agent office at Northwest Registered Agent Service, Inc., 8 The Green, STE B
Dover, Delaware 19901. Do not access or use the Site if you are unwilling or unable to be bound by the Terms.
A. Parties "You" and "your" refer to you, as a user of the Site. A "user" is someone who accesses, browses, crawls, scrapes, or in any way uses the Site. "We," "us," and "our" refer to YOGASM.
B. Content "Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Site, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. "User Content" means Content that users submit or transmit to, through, or in connection with the Site. "YOGASM Content" means Content that we create and make available in connection with the Site. "Third Party Content" means Content that originates from parties other than YOGASM or its users, which is made available in connection with the Site. "Site Content" means all of the Content that is made available in connection with the Site, including Your Content, User Content, Third Party Content, and YOGASM Content.
2. CHANGES TO THE TERMS OF SERVICE We may modify the Terms from time to time. You understand and agree that your access to or use of the Site is governed by the Terms effective at the time of your access to or use of the Site. If we make material changes to these Terms, we will notify you by email or by posting a notice on the Site prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the Site after the effective date of modifications to the Terms indicates your acceptance of the modifications.
3. TRANSLATION We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs your relationship with YOGASM, and any inconsistencies among the different versions will be resolved in favor of the English version.
4. USING THE SITE
. Eligibility To access or use the Site, you must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Site if you are a competitor of ours or if we have previously banned you from the Site or closed your account.
A. Permission to Use the Site We grant you permission to use the Site subject to the restrictions in these Terms. Your use of the Site is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
B. Site Availability The Site may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
D. Communications from YOGASM and other Users By creating an account, you agree to receive certain communications in connection with the Site. For example, you might receive compliments or friend requests from other Users, or informational messages from YOGASM.
. Responsibility for Your Content You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by YOGASM. You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
A. Our Right to Use Your Content We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant the users of the Site and any Other Media the right to access Your Content in connection with their use of the Site and any Other Media. Finally, you irrevocably waive, and cause to be waived, against YOGASM and its users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content.
B. Ownership As between you and YOGASM, you own Your Content. We own the YOGASM content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, including, but not limited to, our compilation of User Content and other Site Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the Site excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the YOGASM Content and the Site, which are protected by copyright and trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the YOGASM Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Site and the YOGASM Content are retained by us.
C. Advertising YOGASM and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
D. Other User Content (including any that may have been created by users employed or contracted by YOGASM) does not necessarily reflect the opinion of YOGASM. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our CONTENT GUIDELINES.We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
6. RESTRICTIONS We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
. You agree not to, and will not assist, encourage, or enable others to use the Site to:
i. Violate our CONTENT GUIDELINES for example, by posting a fake or defamatory information or reviews, trading reviews with other businesses, or compensating someone or being compensated to write or remove a review;
ii. Violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
iii. Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
iv. Promote a business or other commercial venture or event, or otherwise use the Site for commercial purposes, except in connection with a Business Account and as expressly permitted by YOGASM;
v. Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Site's search results or any third party website;
vi. Solicit personal information from minors, or submit or transmit pornography or hate speech; or
vii. Violate any applicable law.
A. You also agree not to, and will not assist, encourage, or enable others to:
. Violate the Terms;
i. Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Site or Site Content (other than Your Content), except as expressly authorized by YOGASM;
ii. Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Site or any Site Content;
iii. Reverse engineer any portion of the Site;
iv. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Site or on any materials printed or copied from the Site;
v. Record, process, or mine information about other users;
vi. Access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of business reviews;
vii. Reformat or frame any portion of the Site;
viii. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on YOGASM's technology infrastructure or otherwise make excessive traffic demands of the Site;
ix. Attempt to gain unauthorized access to the Site, user accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
x. Use the Site or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses");
xi. Use any device, software or routine that interferes with the proper working of the Site, or otherwise attempt to interfere with the proper working of the Site;
xii. Use the Site to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Site or Site Content; or
xiii. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Site.
B. The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law).
7. GUIDELINES AND POLICIES
. Content Guidelines You represent that you will not post anything illegal, obscene, harassing, threatening, defamatory, or content that could be considered hate speech (racist, sexist, homophobic, transphobic, or content that incites religious hatred) and agree that it is within the Site’s sole discretion to remove such content that we believe violates our content guidelines.
B. Copyright And Trademark Disputes By using this Site, you warrant and represent that any content, images, and information uploaded does not infringe or violate the intellectual property rights of others, including but not limited to trademark and/or copyright. If you would like to dispute a Site user’s unauthorized use of your copyrighted material or trademarks please contact us HERE firstname.lastname@example.org and provide the following information, so that we may address your claim:
i. Identification of the copyrighted work or trademark claimed to have been infringed.
ii. Identification of the material that is claimed to be infringing and information reasonably sufficient to permit the service provider to locate the material. (in other words, provide us a link to the actual content on the Site where the infringing content can be found.)
iii. Information reasonably sufficient to permit us to contact you, such as an email address, a physical address and a telephone number at which we can reach you.
iv. A statement stating that you “have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner.”
v. A statement stating 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 the copyright or trademark that is allegedly infringed.”
vi. A physical or electronic signature (i.e., /s/NAME) of the person authorized to act on behalf of the owner of the copyright that is allegedly infringed.
8. SUGGESTIONS AND IMPROVEMENTS By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against YOGASM and its users any claims and assertions of any moral rights contained in such Feedback.
9. THIRD PARTIES The Site may include links to other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
10. INDEMNITY You agree to indemnify, defend, and hold YOGASM, and any parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, "YOGASM") harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the Site, (ii) your violation of the Terms, (iii) any products or services purchased or obtained by you in connection with the Site, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. YOGASM reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of YOGASM. YOGASM will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
11. DISCLAIMERS AND LIMITATIONS OF LIABILITY PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF YOGASM TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
A. THE SITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT YOGASM MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. YOGASM MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, YOGASM IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE.
B. YOGASM MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SITE OR THE SITE'S USERS. ACCORDINGLY, YOGASM IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
C. YOGASM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF YOGASM SHALL CREATE A REPRESENTATION OR WARRANTY.
D. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
E. YOGASM’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO YOGASM IN CONNECTION WITH THE SITE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
F. YOGASM DISCLAIMS LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
12. CHOICE OF LAW AND VENUE California law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and YOGASM (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN LOS ANGELES COUNTY, CALIFORNIA.
A. We may close your account, suspend your ability to use certain portions of the Site, and/or ban you altogether from the Site for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Site, Your Content, Site Content, or any other related information.
B. In the event of any termination of these Terms, whether by you or us, Sections 1, 5, 6, 10 - 14 will continue in full force and effect, including our right to use Your Content as detailed in Section 5.
14. GENERAL TERMS
. We reserve the right to modify, update, or discontinue the Site at our sole discretion, at any time, for any or no reason, and without notice or liability.
A. We may provide you with notices, including those regarding changes to the Terms by email, regular mail or communications through the Site.
B. Except as otherwise stated in Section 10 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
C. The Terms contain the entire agreement between you and us regarding the use of the Site, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
D. Any failure on YOGASM's part to exercise or enforce any right or provision of the Terms does not constitute a waiver. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
E. If any provision of the Terms is found to be unenforceable or invalid, then only that provision shall eliminated or modified to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
F. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by you except with YOGASM's prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
G. The section titles in the Terms are for convenience only and have no legal or contractual effect.