Last Updated July 3, 2020
Please read these Terms carefully before accessing and using the Site or Services.
a) Acceptance of Terms. By accessing and/or using the Site and/or Services, or clicking any button to indicate your consent, you accept and agree to be bound by these Terms, just as if you had agreed to these Terms in writing. If you do not agree to these Terms, do not use the Site or any Services.
b) Amendment of Terms. Cloudstudios may amend the Terms from time to time. Unless we provide a delayed effective date, all amendments will be effective upon posting of such updated Terms. Your continued access to or use of the Site or Services after such posting constitutes your consent to be bound by the Terms, as amended
2) Service Description
Cloudstudios is a software that enables Sellers of Services (collectively, “Studios”) to organize, perform and monetize their businesses online. Cloudstudios' capabilities include live streaming, account management, scheduling, community engagement and management, customer relationship management, sales, marketing, reporting, invoicing and payment processing.
The Cloudstudios platform enables Studios to reserve, schedule, purchase, access and attend a wide range of services. Cloudstudios itself is not a gymnasium, place of amusementor recreation, health club, facility, fitness studio or similar establishment and does not own, operate or control any of the Services that are offered at or through such facilities. Cloudstudios permits you to purchase certain products or Services through the Site. You acknowledge and agree that these Terms apply to any such purchase you make, and you will be responsible to pay the applicable fees, which may change at any time.
Cloudstudios does not guarantee the availability of particular Studios, locations, Services, experiences, content, inventory, spots or other features, and availability may change over time and at any time. The type, quantity, allocation and availability of Studios, Services, and other inventory offered, are determined by Cloudstudios in its sole discretion.
3) Cloudstudios Account. Your Cloudstudios account is personal to you and you agree not to create more than one account. You cannot transfer or gift Services to third parties or allow third parties to use your Cloudstudios account, including other Cloudstudios users. You must not use or exploit the Site and/or Services for commercial purposes. We continually update and test various aspects of the Cloudstudios platform. We reserve the right to, and by using the Site and/or Services you agree that we may, include you in or exclude you from these tests without notice. You understand and agree that Cloudstudios may take actions we deem reasonably necessary to prevent fraud and abuse.
You agree that the information you provide to Cloudstudios at sign up and at all other times will be true, accurate, current, and complete and that you will keep this information accurate and up-to-date at all times. When you sign up, you will be asked to create a password. You are solely responsible for all activity that occurs under your account, including any activity by unauthorized users. To use the Site you must have access to the Internet and may be required to download a Cloudstudios mobile application to use some or all of Cloudstudios features. You are solely responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Site and Services.
4) Eligibility The availability of all or part of our Site and/or Services may be limited based on demographic, age, or other criteria as we may establish from time to time. You must be 18 years of age or older to use the Service. You represent and warrant that any profile information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into, and abide by these Terms. The Service is not intended for those under the age of 18 years of age. You further understand that the Site and/or Services may not be available in every geography.
5) Subscribing Organizations. If you are using or opening an account on behalf of a company, entity, or organization (a “Subscribing Organization“), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.
6) Communications with Users; User Meet-ups You understand and agree that you may receive communications from the other members of the Service. You also understand and agree that individual users are each acting independently and that no user is Cloudstudios’ representative or agent.
The Service may include tools that enable users to arrange in-person meetings. Cloudstudios is not involved in arranging or supervising meetings, and has no control over who attends meetings or the actions of any individual at any meeting. Please use caution and good judgment when arranging or attending meetings.
You agree that you bear all risk associated with any meeting you attend, and you agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Service or any meeting you attend. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
7) No Support
Unless otherwise agreed by Cloudstudios in writing, Cloudstudios is not obligated to provide any support for the Service.
8) Consent to Electronic Communications
By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
You are solely responsible for all fees charged by your telecommunications service provider or any other service provider related to your use of the Service, including without limitation any SMS / text messaging fees, data charges, and other fees.
9) Fees, Billing, Cancellation.
a) Billing. By initiating your Cloudstudios account, you authorize us to charge you for Services you select at their posted and current rate. You acknowledge that the amount billed may vary for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts. You also authorize us to charge you any other fees you may incur in connection with your use of the Site, such as any applicable sign-up fees, taxes, cancellation fees or late fees, as further explained below.
b) Refunds. Generally, our fees are nonrefundable, unless we specifically communicate otherwise at the time of purchase. However, in each case we reserve the right to determine whether a refund is appropriate or not. WE DO NOT PROVIDE REFUNDS OR MAKE GOOD FOR ANY UNUSED SERVICES.
c) Payment Methods. You may edit your Payment Method information by logging onto our website and editing it in your account settings. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method or any other payment method you have provided, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.
d) Cancellation Unless we communicate otherwise, you may terminate your account at any time by going under your account settings on the Cloudstudios website and letting us know you would like to cancel. If you cancel your account, or it is terminated for any reason, you may lose access to all Services, content, or features available through the Site.
e) Other Fees. You are responsible for paying applicable fees if you do not cancel a Class you had reserved with appropriate notice or do not attend your scheduled Class. We reserve the right to change the policy regarding when we charge fees, to introduce additional fees (such as a sign-up fee), and to change the amount of any such fees at any time.
f) Reservation and Cancellation of Services. As a Cloudstudios user you must reserve and cancel your Services only through the Site. It is a breach of these Terms if you reserve or cancel directly with a Studio, including through any online or mobile account you have with a Studio, independent of Cloudstudios. If you reserve or cancel directly with such Studio, we reserve the right to charge you the full amount that the Studio charges for such class and/or any applicable cancellation fees, and/or to terminate your account.
g) Fees Charged by Studios. In addition to fees we charge, Studios may also charge equipment or other amenity fees that you will be responsible for directly.
h) Third Party Fees for Using Cloudstudios. You are also responsible for all third-party charges and fees associated with connecting to and using the Site and/or Services, including fees such as internet service provider fees, telephone and computer equipment charges, sales tax and any other fees necessary to access the Site and/or Services.
a) Trials. From time to time Cloudstudios or Studios may offer a trial that includes access to the Cloudstudios platform during the trial period. The Services, content and features available during your Trial may differ from those regularly available. Trials will have the duration and price communicated at the time you sign up. Unless otherwise communicated, a trial begins at the moment of sign up (even if you choose not to take your first Class until a later date) and ends at 11:59pm local time on the last day of the trial (for a one-week trial, this would be the same weekday of following week). If you cancel your Trial, your cancellation will be processed and your Trial period will end immediately, your credits will expire, and your upcoming reservations will be cancelled, unless we communicate otherwise. Trials, discount offers, and promotions (collectively “Trials“) may be redeemed as described in the specifics of the promotion and may be subject to additional or different terms. Unless we expressly communicate otherwise, Trials are not transferable, may not be combined with other offers or redeemed for cash and are void where prohibited. You understand and agree that unless we expressly communicate otherwise, Trials are available only to new users that have never had a Cloudstudios account before and there is only one Trial permitted per credit card or payment method and it is a violation of these Terms to sign up for a Trial if you have signed up for an account or trial in the past or to have more than one account or trial at the same time. Cloudstudios reserves the right, in its absolute discretion, to determine your eligibility for a Trial. If in our discretion we believe you are not eligible for a Trial, we reserve the right to prevent you from signing up for a Trial or to terminate your promotional subscription. If we terminate your Trials because you have violated these Terms, you understand that you will not be eligible for a refund.
b) Gift Cards. From time to time Cloudstudios or Studios may make available gift cards for Cloudstudios Services. Other than gifting a gift card as described in the gift card terms, you may not gift Services to the third parties and your use of Cloudstudios is personal to you.
c) Refer a Friend. From time to time Cloudstudios or Studios may make available certain incentives for Cloudstudios users to refer a friend to use Cloudstudios.
d) Other Promotions. Cloudstudios may offer additional types of offers and promotions which will be subject to additional terms and conditions that Cloudstudios may provide.
11) Termination or Modification by Cloudstudios
You agree that Cloudstudios at any time, in its sole discretion and for any or no reason, may (i) terminate, cancel deactivate, disable, delete and/or suspend your account, any account, any orders placed or your access to or use of the Site, your membership and/or Services (or any part thereof including but not limited to your access to any or all Studios, Services or services) and remove and discard all or any part of your account or any content uploaded by you and/or (ii) discontinue, disable, suspend, modify or alter any aspect, feature or policy of the Site, including of your account. Cloudstudios may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. This includes the right to terminate or modify any account prior to the end of any pre-paid or committed period. You agree that any termination of your access to the Site or any account you may have or portion thereof may be effected without prior notice. Upon any terminationor otherwise, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the Site. Cloudstudios shall have no liability for, and you shall have no recourse for, any such termination or deactivation. If we determine that you have violated these Terms or otherwise engaged in illegal or improper use of your account, Services and/or the Site, you will not be entitled to any refund and you agree that we will not be responsible to pay any such refund. You agree that Cloudstudios will not be liable to you or any third party for any termination or modification to the service regardless of the reason for such termination or modification. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us is to cancel or terminate your account. If Cloudstudios deletes your account for these reasons, you may not re-register for or use the Site and/or Services under any other user name, email, payment method or profile. Cloudstudios may block your access to the Site to prevent re-registration.
13) Prohibited Conduct
Without limiting the prohibitions and restrictions found elsewhere throughout the Terms, you agree not to:
a. Harass, threaten, stalk, disrupt or defraud users, members or staff of Cloudstudios or Studios or any other person, or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;
b. Act in a deceptive or fraudulent manner by, among other things, impersonating another person or access another user’s account or signing up for more than one account;
c. Share Cloudstudios passwords with any third party or encourage any other user to do so;
d. Permit anyone to use any Services booked under your own account, including other users;
e. Reserve or cancel any Service directly with a Studio, rather than through the Site;
f. Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, use for commercial purposes or otherwise exploit any portion of the Site;
g. Misrepresent the source, identity, or content of information transmitted via the Site, including deleting the copyright or other proprietary rights or notices from any portion of the Site;
h. Upload material (e.g. virus) that is damaging to computer systems or data of
Cloudstudios or users of the Site or otherwise use the Site in any manner thatcould damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Site;
i. Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others;
j. Upload or send to Site users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
k. Decompile, reverse engineer or disassemble the Site, in whole or in part, except as may be permitted by applicable law;
l. Link to, mirror or frame any portion of the Site;
m. Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Site;
n. Attempt to gain unauthorized access to or impair any aspect of the Site or its related systems or networks or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
o. Make unsolicited offers, advertisements, proposals, or send junk mail or “spam“ to users;
p. Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, any features that prevent or restrict use or copying of any content accessible through the Site, or any features that enforce limitations on the use of the Site or the content therein;
q. Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site;
r. Modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site;
s. Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site;
t. Use the Site for or in connection with any purpose that is unlawful or prohibited by these Terms.
Cloudstudios reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
14) User Submissions
a) General. The Site provides certain features which enable you and other users to submit, post, and share content, which may include without limitation text, graphic and pictorial works, or any other content submitted by you and other users through the Site (“User Submissions“). Cloudstudios does not guarantee any anonymity or confidentiality with respect to any User Submissions, and strongly recommends that you think carefully about what you upload to, share with or make accessible to the Site. You understand and agree that User Submissions may be made public without any additional notice to or consent by you and you should assume that any person (whether or not a user of Cloudstudios’ platform), including any Studio, may read or have access to your User Submissions.Cloudstudios is not responsible for the use or disclosure of any information that you disclose in connection with User Submissions, including any personal information. User Submissions are displayed for information purposes only and reflect the opinions of the person making the submission. They are not controlled by, and may not reflect the opinion of, Cloudstudios. You understand that all User Submissions are the sole responsibility of the person from whom such User Submission originated. This means that you, and not Cloudstudios, are entirely responsible for all User Submissions that you upload, post, e-mail, transmit, or otherwise make available through the Site.
b) Right to Remove or Edit User Submissions. Cloudstudios makes no representations that it will publish or make available on the Site any User Submissions, and reserves the right, in its sole discretion, to refuse to allow any User Submissions on the Site, or to edit or remove any User Submission at any time with or without notice. Without limiting the generality of the preceding sentence, Cloudstudios complies with the Copyright Act, and will remove User Submissions upon receipt of a notice from the copyright owner or the owner’s agent (see the “Copyright Act“ section below). Cloudstudios may, but is not obligated to, monitor and edit or remove any activity or content, in whole or in part, including but not limited to content that Cloudstudios determines in its sole discretion to violate the standards of this Site. Cloudstudios takes no responsibility and assumes no liability for any User Submissions.
c) License Grant by You to Cloudstudios. You retain all your ownership rights in original aspects of your User Submissions. By submitting User Submissions to Cloudstudios, you hereby grant Cloudstudios and its affiliates, sublicensees, partners, designees, and assignees of the Site (collectively, the “Cloudstudios Licensees“) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publish, publicly display, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site and Cloudstudios’s (and its successors’) business for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed. You hereby waive moral rights in your User Submissions in favour of the Cloudstudios Licensees.
d) User Submissions Representations and Warranties. You are solely responsible for your own User Submissions and the consequences of posting, sharing, displaying, publishing them or otherwise making them available. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Cloudstudios to use all patent, trademark, copyright, or other proprietary rights in and to your User Submissions to enable inclusion and use of your User Submissions in the manner contemplated by Cloudstudios and these Terms, and to grant the rights and license set forth above, and (ii) your User Submissions, Cloudstudios’ or any Cloudstudios Licensee’s use of such User Submissions pursuant to these Terms, and Cloudstudios’ or any of Cloudstudios Licensee’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacyright, right of publicity, or any other intellectual property or proprietary right; (b) contain any material that is illegal, threatening, obscene, racist, defamatory, libelous, hateful, pornographic, purposely false or otherwise injurious to third parties, promotional in nature, promotes any illegal activity or harm to groups or individuals, or consists of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam“ or references to illegal activity, malpractice or false advertising; (c) violate any applicable law or regulation or these Terms; or (d) require obtaining a license from or paying fees or royalties to any third party for the exercise of any rights granted in these Terms, including, by way of example and not limitation, the payment of any royalties to any copyright owners, including any royalties to any agency, collection society, or other entity that administers such rights on behalf of others.
e) Inaccurate or Offensive User Submissions. You understand that when using the Site, you may be exposed to User Submissions from a variety of sources and that Cloudstudios does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST CLOUDSTUDIOS WITH RESPECT THERETO.
f) Feedback. If you provide Cloudstudios with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site (“Feedback“), Cloudstudios shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant Cloudstudios a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party, and you hereby waive moral rights in your Feedback in favour of Cloudstudios.
g) Infringing or Illegal Activity. In the event of infringing or other illegal activities, we have no obligation to, but reserve the right to terminate access to the Site and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Cloudstudios may have at law or in equity.
h) Class Ratings. You may be required to rate your Services and/or other Cloudstudios experiences that you reserve.
15) Ownership; Proprietary Rights
The Site is owned and operated by Cloudstudios. The content, recordings, visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the Site provided by Cloudstudios (“Materials“) are protected by the copyright, trade dress, patent, and trademark laws of Canada, the United States and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except foryour User Submissions, all Materials contained on the Site are the copyrighted property of Cloudstudios or its subsidiaries or affiliated companies and/or third-party licensors whether registered or unregistered and may not be used in connection with any product or service or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. All trademarks, service marks, and trade names are proprietary to Cloudstudios or its affiliates and/or third-party licensors. Except as expressly authorized by Cloudstudios, you agree not to sell, license, distribute, copy, modify, download, record, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials and may only access the Materials for your personal, non-commercial use. In the event that Materials are downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Materials. All rights not expressly granted in this Agreement are reserved.
16) Third-Party Sites, Products and Services; Links
The Site may include links or access to other web sites or services (“Linked Sites“) solely as a convenience to users. Cloudstudios does not endorse any such Linked Sites or the information, material, products, or services contained on other linked sites or accessible through other Linked Sites. Furthermore, Cloudstudios makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Sometimes promotional plans are offered in conjunction with the provision of third party products and/or services. We are not responsible for the products and services provided by such third parties, and use of such products and services is at your own risk.
Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Site are solely between you and such third party. YOU AGREE THAT CLOUDSTUDIOS WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE SITE.
17) General Disclaimers; No Warranties
ANY PRODUCTS AND SERVICES MADE AVAILABLE VIA THE SITE ARE OFFERED AND PROVIDED BY THIRD PARTIES (AND THE DESCRIPTIONS OF THE FOREGOING POSTED ON THE SITE ARE PROVIDED BY SUCH THIRD PARTIES), NOT CLOUDSTUDIOS. YOU AGREE THAT YOUR USE OF THE SITE AND YOUR ATTENDANCE AT , PARTICIPATION IN, PURCHASE OF AND/OR USE OF ANY SUCH SERVICES IS SOLELY AT YOUR OWN RISK. WE DO NOT ASSUME ANY LIABILITY OR MAKE ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF, IN CONNECTION WITH OR WITH RESPECT TO THE SITE AND/OR SERVICES.IN NO EVENT SHALL CLOUDSTUDIOS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH A USER’S ATTENDANCE, USE OF OR PARTICIPATION IN A SERVICE, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY. IN ADDITION, ALL USERS SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING USERS TO THE SITE BY REFERRAL, LINK OR ANY OTHER MEANS IS NOT LIABLE TO THE USER FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE SERVICES, THE SITE OR ANY CONTENT ON THE SITE. CLOUDSTUDIOS IS NEITHER AN AGENT OF NOR IS CONNECTED WITH ANY THIRD PARTY WITH WHICH A USER HAS MADE A RESERVATION, OTHER THAN AS THE PROVIDERS OF THE SERVICES PROVIDED ON OR THROUGH THE SITE. WITHOUT LIMITING ANYTHING HEREIN, CLOUDSTUDIOS DISCLAIMS ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATED TO ANY SERVICES OFFERED VIA THE SITE.
UNLESS OTHERWISE EXPRESSLY STATED BY CLOUDSTUDIOS, ALL ASPECTS OF OR CONTENT OR FEATURES MADE AVAILABLE THROUGH THE SITE AND/OR SERVICES ARE PROVIDED “AS IS“ AND “AS AVAILABLE“ WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLOUDSTUDIOS, ITS SUPPLIERS AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. UNLESS OTHERWISE EXPRESSLY STATED BY CLOUDSTUDIOS, ITS SUPPLIERS AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SITE AND/OR ANY SERVICE IS SUITABLE FOR YOU OR WILL MEET YOUR PERSONAL NEEDS, (II) REGARDING THE ADEQUACY OR SAFETY OF ANY SERVICE OR RECOMMENDATION, (III) THAT THE SITE AND/OR ANY SERVICE, OR ANY ASPECT THEREOF, WILL BE AVAILABLE OR PERMITTED IN YOUR JURISDICTION, (IV) THAT THE SITE, OR ANY ASPECT THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) REGARDING THE USE OF THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY INJURY, LOSS OR DAMAGES,INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF 30
DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE SITE, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
18) Indemnification; Hold Harmless
You agree to indemnify and hold Cloudstudios, its affiliated entities, subsidiaries, its suppliers, service providers and partners and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns, harmless from any claims, actions, suits, costs, expenses, losses, damages, liabilities, including attorneys’ fees, arising out of or in connection with your misuse of the Site, Services, violation of these Terms, violation of the rights of any other person or entity, or any breach of your representations, warranties, and covenants set forth in these Terms.
19) Waiver and Release
YOU UNDERSTAND THAT CLOUDSTUDIOS IS NOT A GYMNASIUM, PLACE OF AMUSEMENT OR RECREATION, HEALTH CLUB, FACILITY, FITNESS STUDIO OR SIMILAR ESTABLISHMENT AND THE SERVICES THEY PROVIDE ARE OPERATED AND DELIVERED BY THE APPLICABLE STUDIO AND NOT BY CLOUDSTUDIOS. CLOUDSTUDIOS IS NOT RESPONSIBLE FOR THE QUALITY OF ANY CLASS PROVIDED BY A STUDIO OR THIRD PARTY (INCLUDING BUT NOT LIMITED TO THE FACILITY, INSTRUCTOR OR CURRICULUM). YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE OR RECOMMENDATIONS AVAILABLE ON OR THROUGH THE SITE AND/OR SERVICES ARE RIGHT FOR YOU.
YOU UNDERSTAND THAT THERE ARE CERTAIN INHERENT RISKS AND DANGERS IN EXERCISING AND THAT THE SERVICES YOU MAY ATTEND OR PARTICIPATE IN OFFER A RANGE OF ACTIVITY AND INTENSITY LEVELS. BY USING CLOUDSTUDIOS (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN OR USING A SERVICE), YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF YOURSELF, YOUR HEIRS, PERSONAL REPRESENTATIVES AND/OR ASSIGNS THAT YOU ARE AWARE OF THESE RISKS WHICH INCLUDE, BUT ARE NOT LIMITED TO, PROPERTY DAMAGE, ILLNESS, LOSS AND BODILY INJURY OR DEATH. YOU ACKNOWLEDGE THAT SOME OF THESE RISKS CANNOT BE ELIMINATED AND YOU SPECIFICALLY ASSUME THE RISK OF INJURY OR HARM OR DEATH.YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO CONSULT WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL PRIOR TO USING CLOUDSTUDIOS (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN OR USING A SERVICE) AND TO DETERMINE IF AND HOW PARTICIPATING IS APPROPRIATE FOR YOU. DO NOT USE SERVICES IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING, YOU SHOULD STOP IMMEDIATELY.
YOU ALSO UNDERSTAND AND AGREE THAT THE SITE OFFERS FITNESS AND RELATED INFORMATION THAT IS DESIGNED FOR INFORMATIONAL, EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. NOTHING STATED OR POSTED ON OR OTHERWISE AVAILABLE THROUGH ANY ASPECT OF THE SITE AND/OR A SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. YOU SHOULD NOT RELY ON ANY INFORMATION ON OR THROUGH THE SITE AND/OR A SERVICE AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH OR FITNESS LEVEL, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ OR HEARD ON OR THROUGH THE SITE AND/OR A SERVICE. THE USE OF ANY OF THE CONTENT, RECOMMENDATIONS AND INFORMATION PROVIDED ON OR THROUGH CLOUDSTUDIOS IS SOLELY AT YOUR OWN RISK.
THE SITE IS CONTINUALLY UNDER DEVELOPMENT AND CLOUDSTUDIOS MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN RESEARCH MAY IMPACT THE FITNESS OR RELATED ADVICE THAT APPEARS ON OR IN CONNECTION WITH THE SITE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE OR RECOMMENDATIONS CONTAINED IN OR THROUGH THE SITE AND/OR A SERVICE WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.
THEREFORE, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU RELEASE, INDEMNIFY, AND HOLD HARMLESS CLOUDSTUDIOS, ITS PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN OR USE OF THE SITE AND/OR ATTENDANCE AT, PARTICIPATION IN, PURCHASE OF AND/OR USE OF ANY SERVICE) INCLUDING BUT NOT LIMITED TO WITH RESPECT TO BODILY INJURY, PHYSICAL HARM, LOSS, ILLNESS, DEATH OR PROPERTY DAMAGE.
20) Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL CLOUDSTUDIOS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THE USE OF THE SITE, INCLUDING THOSE THAT RESULT FROM THE USE OR THE INABILITY TO USE THE MATERIALS ON THE SITE, OR ANY OTHER INTERACTIONS WITH CLOUDSTUDIOS, EVEN IF CLOUDSTUDIOS OR A CLOUDSTUDIOS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, CLOUDSTUDIOS’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL CLOUDSTUDIOS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS HAVE ANY LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE).
21) Studio Waivers and Terms
Users taking Services are deemed to agree to the liability waivers and terms of individual Studios. Your participation in any Service may be subject to additional waivers, policies, rules or conditions of the applicable Studio and you understand and agree that you may not be permitted to reserve or attend Services if you do not comply with these Terms or the policies of the Studios or as otherwise determined by a Studio. If you have questions about a Studio’s waiver or other terms, please see the applicable Studio’s profile and/or website or contact the Studio directly.
22) Infringement Policy
If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Site infringes your copyrights, please contact us at firstname.lastname@example.org.
23) Dispute Resolution
a) General. Generally, if a dispute arises between Cloudstudios and you, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Cloudstudios agree that the parties will resolve any claim or controversy at law or equity that arises out of this Agreement or the Site (a “Claim“) in accordance with one of the subsections below or as you and we otherwise agree to in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the disputethrough alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
b) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the Province of Ontario and the Laws of Canada applicable herein, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Cloudstudios must be resolved by a court located in Toronto, Ontario, Canada except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Toronto, Ontario, Canada for the purpose of litigating all such claims or disputes.
a) Assignment. We may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees.
b) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
c) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
d) Entire Agreement. These Terms and any applicable Additional Terms, as each may be amended as set forth herein, are the entire agreement between you and Cloudstudios relating to the subject matter herein.
e) Claims; Statute of Limitations. IN THE EVENT YOU HAVE A CAUSE OF ACTION THAT IS NOT OTHERWISE BARRED BY THESE TERMS, YOU AND CLOUDSTUDIOS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE AND/OR ATTENDANCE AT, PARTICIPATION IN, USE OF OR PURCHASE OF SERVICES) MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
f) Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms. Further, in the event we choose to grant an exception to these Terms, any such exception is in our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances.
g) Notice. Except as explicitly stated otherwise, legal notices will be served, with respect to
Cloudstudios, on Cloudstudios’ national registered agent, and, with respect to you, to theemail address you provide to Cloudstudios during the registration process. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing.