Lasted Updated: [February 01, 2017].
YOU AGREE THAT BY REGISTERING FOR, ACCESSING OR USING THE SERVICES, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT WITH JENNIFER RAYE HEALTH. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.
Jennifer Raye Health reserves the right to modify, supplement or replace these Terms, effective upon posting an amended version on the Sites or notifying you otherwise. Your continued use of the Services following the posting of changes to these Terms or receipt of notice will mean that you accept and agree to such changes. You are responsible for regularly consulting the current version of the Terms prior to your use of the Services.
- THE SERVICES
- Services. Subject to the terms of this Agreement, you may access and use the Services solely for your own personal use and for strictly non-commercial purposes.
- Subscription. The Services consist of online course offerings, each of which is accessible through separate course accounts (“Course Accounts”) which may be purchased on a one-time subscription basis. You must select a subscription plan detailing the Services to be provided by Jennifer Raye Health at the time of purchasing each Course Account, along with any applicable fees and payment terms (the “Subscription Plan”).
- Account and Password. You are responsible for all activity that occurs through your Course Accounts, whether or not that activity is authorized by you. You agree to take reasonable precautions to ensure that your username, password and any other information relating to your Course Accounts are kept confidential, to not share such information, and to immediately notify us of any unauthorized use of your Course Accounts.
- Updates and Functionalities. You acknowledge and agree that Jennifer Raye Health may from time to time apply updates to the Services and that such updates may result in changes in the appearance and/or functionality of the Services (including the addition, modification, or removal of functionality, features, or content).
- Third Party Products and Services. The Services may enable you to access, interact with or purchase products or services provided by third parties, including from third party websites or applications linked to or accessible through the Services (“Third Party Services”). Jennifer Raye Health provides access to Third Party Services as a convenience only, and such access does not imply any warranties, representations, endorsements, approvals or verification by Jennifer Raye Health of such Third Party Services. You acknowledge that the use of Third Party Services may be subject to separate terms and conditions, and that any contract entered into or transaction completed through Third Party Services is between you and the relevant third party.
2. RULES OF USE
You agree that you will at all times use the Services in a manner consistent with these Terms and any other applicable rules, policies and guidelines established by Jennifer Raye Health in respect of the Services. Misuse or unauthorized use of the Services and its related systems or networks, or of any information or material available through the Services is strictly prohibited and Jennifer Raye Health reserves the right, at its sole discretion and without liability or prejudice to any other remedies that it may have, to immediately suspend or cancel the Course Accounts of any user who is using, or who Jennifer Raye Health reasonably believes is using, the Services in violation of these Terms.
3. HEALTH AND SAFETY DISCLAIMER
By using the Services, you acknowledge that yoga and other forms of physical activity carry the risk of injury, and it is your responsibility to determine if any suggested exercises or activities are appropriate for your level of ability and physical or mental condition. You further acknowledge that any advice, diagnosis or treatment provided through the Services may not be suitable for you or your individual health circumstances, and you should consult your professional healthcare provider before taking any actions, or failing to take any actions, based on any advice, diagnosis or treatment provided through the Services. YOU EXPRESSLY AGREE TO WAIVE ALL CLAIMS THAT YOU HAVE OR MAY IN THE FUTURE HAVE AGAINST JENNIFER RAYE HEALTH AND HER AGENTS, EMPLOYEES, CONTRACTORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “RELEASEES”), AND TO RELEASE THE RELEASEES FROM ANY AND ALL LIABILITY, ARISING FROM OR RELATING TO ANY INJURY OR LOSS THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES DUE TO ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE NEGLIGENCE OF THE RELEASEES.
4. INTELLECTUAL PROPERTY
- Jennifer Raye Health Services. Jennifer Raye Health is the owner of the Services and all intellectual property rights related to the Services, including without limitation, all videos, images, audio recordings, text, layout, designs and other content made available through the Services. All rights, title, and interest in and to the Services not expressly granted under these Terms are reserved by Jennifer Raye Health. Without limiting the generality of the forgoing, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, sublicense, commercialize, communicate, link, broadcast or otherwise make available the Services or any information or materials obtained through the Services, including without limitation, by caching, framing, deep-linking or similar means, without the prior written consent of Jennifer Raye Health. Jennifer Raye Health owns the trademarks and design marks, trade dress, domain names, service names, logos and associated designs (“Trademarks”) used in connection with the Services and any unauthorized use of the Trademarks is strictly prohibited.
- Feedback. If you submit any suggestions, comments or other feedback (“Feedback“) to Jennifer Raye Health regarding the Services, you agree that Jennifer Raye Health will have a worldwide, perpetual, irrevocable, unrestricted, unlimited and fully paid-up right and license to use, copy, modify, publish, disclose, distribute, license, sublicense, incorporate into its products, and create derivative works of, any Feedback or any ideas or materials contained in or resulting from any Feedback, for any and all commercial and non-commercial purposes. For greater certainty, you agree that Jennifer Raye Health may use any Feedback in any way at her discretion, without compensation, attribution or obligation to you or to any other party.
- User Content. You retain ownership of all information and content (including text, images, video, audio and other material) that you upload, publish, transmit, link to or otherwise make available through the Services (“User Content”). You grant to Jennifer Raye Health a non-exclusive, royalty-free, perpetual, irrevocable, transferable, world-wide license, with the right to sublicense, to access, use, reproduce, modify, publish, translate, create derivative works from, distribute, disseminate, perform, transmit, display, store, index and archive User Content or to incorporate it in other works in any form, media, or technology, for the full term of any rights that may exist in such User Content, for the purpose of providing the Services. You are solely responsible for User Content that you upload, publish, transmit, link to or otherwise make available through the Services. If you are posting User Content belonging to or generated by or on behalf of a third party, you warrant that you are authorized to act on behalf of that third party and to bind them to these Terms.
- Billing. You must provide Jennifer Raye Health with a valid credit card or other form of payment instrument approved by Jennifer Raye Health to pay for the subscription fee set out in the Subscription Plan. You agree that Jennifer Raye Health has permission to retain and/or share with financial institutions and payment processing firms your submitted payment information in order to process your purchase. Unless otherwise expressly stated, all payments must be made in United States dollars.
- Refunds. You acknowledge and agree that you are not entitled to refunds of any amounts paid to Jennifer Raye Health in connection with the Services.
6. PRIVACY & DATA
“Confidential Information” means any information or materials of Jennifer Raye Health that are reasonably considered in the circumstances to be confidential or proprietary, including, but not limited to, trade secrets, intellectual property, marketing techniques and plans, business plans and strategies, pricing policies and price lists, and financial information or other business and/or technical information and materials, whether in oral, written, electronic, graphic or machine-readable form. You agree to keep strictly confidential the Confidential Information and to not use or disclose the Confidential Information for any purpose other than as required for your use of the Services.
8. TERM AND TERMINATION
- Term. These Terms shall commence on the date on which you first register for, access or use the Services and shall continue until your Course Accounts are cancelled and/or Jennifer Raye Health ceases to provide the Services.
- Termination. You may cancel your Course Accounts and terminate these Terms at any time by sending notice of cancellation to [[email protected]]. Jennifer Raye Health reserves the right, in its sole discretion, to immediately suspend or cancel any or all of your Course Accounts in the event of a breach or suspected breach of the these Terms, or to cease to provide the Services or any individual course offerings following the provision of reasonable notice to users of the Services or any such individual course offerings. You acknowledge and agree that Jennifer Raye Health will not be liable to you or any third party as a result of such suspension or termination of your Course Accounts and/or end of the Services or individual course offerings.
- Effects of Termination. Upon termination of these Terms for any reason, any rights and licenses granted to you under these Terms will terminate.
- Survival. The following provisions will survive termination of these Terms: Sections 3, 4, 7 - 11, 12.1 - 12.3 and any other provision of this Agreement that must survive to fulfill its essential purpose.
9. DISCLAIMER OF WARRANTIES
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JENNIFER RAYE HEALTH EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, JENNIFER RAYE HEALTH EXPRESSLY DISCLAIMS THAT: (I) THE SERVICES WILL MEET YOUR EXPECTATIONS OR SATISFY YOUR REQUIREMENTS; (II) THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE; (III) THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICES WILL BE COMPLETE, ACCURATE, RELIABLE OR USEFUL; AND (IV) THAT ANY ERRORS OR DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED. IN ADDITION, JENNIFER RAYE HEALTH EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO: (I) ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY USER CONTENT; (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY THIRD PARTIES IN ASSOCIATION OR CONNECTION WITH THE SERVICES, INCLUDING ANY THIRD PARTY SERVICES; (IV) ANY HACKING OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES; AND (V) ANY DAMAGE TO YOUR SOFTWARE, COMPUTER SYSTEM OR OTHER PROPERTY CAUSED BY VIRUSES OR OTHER MALICIOUS CODE AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES.
10. LIMITATION OF LIABILITY
- YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JENNIFER RAYE HEALTH’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND, INCLUDING ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER BY STATUTE, CONTRACT, TORT OR UNDER ANY OTHER FORM OF LIABILITY, EXCEED THE AMOUNT OF ANY PAYMENTS MADE BY YOU FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM.
- YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JENNIFER RAYE HEALTH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF JENNIFER RAYE HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR RELATED TO: (I) THE USE OR THE INABILITY TO USE OR ACCESS THE SERVICES, INCLUDING ANY CONTENT, PRODUCTS, SERVICES, OFFERINGS, INFORMATION OR OTHER MATERIAL AVAILABLE THROUGH THE SERVICES; (II) ANY ERRORS OR OMISSIONS IN THE SERVICES OR ANY CONTENT; (III) ANY PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (IV) THE SUSPENSION OR TERMINATION OF YOUR ABILITY TO ACCESS THE SERVICES; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (VI) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (VII) UNAUTHORIZED ACCESS TO OR ALTERATION OF JENNIFER RAYE HEALTH’S SYSTEMS OR YOUR TRANSMISSIONS, DATA AND/OR PERSONAL INFORMATION; (VIII) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE SITE; (IX) ANY BUGS, VIRUSES OR THE LIKE THAT ARE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; OR (X) ANY OTHER MATTER OR EVENT RELATING TO YOUR OR ANY OTHER PARTY’S USE OF THE SITES OR THE SERVICES.
- YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES CHARGED FOR THE SERVICES, WHICH WOULD HAVE BEEN SUBSTANTIALLY GREATER IF JENNIFER RAYE HEALTH WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN.
11. USER IDEMNITY
You agree to defend, indemnify and hold Jennifer Raye Health harmless from and against any and all losses, costs and damages, including without limitation, reasonable legal and accounting fees, resulting from or related to: (i) your access to or use of the Services or any User Content, or (ii) your violation of these Terms. You will use your best efforts to cooperate with Jennifer Raye Health in the defense of any claim. Jennifer Raye Health reserves the right, at her own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
- Governing Law. You agree that these Terms, and your use of the Services, are governed exclusively by the laws of the Province of British Columbia and the federal laws of Canada applicable therein (excluding conflicts and choice of laws principles). Any contract formed through the use of the Services will be deemed to have been formed and executed within the Province of British Columbia, Canada. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.
- Dispute Resolution.
- Means of Resolution. You and Jennifer Raye Health agree that any disputes arising under these terms or otherwise in connection with your use of the Services will be resolved through arbitration under the Commercial Arbitration Act, R.S.B.C. 1996, c. 55, as amended from time to time. Arbitration will be held in Victoria, BC, Canada, and conducted in the English language. Notwithstanding the foregoing, you agree that: (i) the courts in any relevant venue will have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief, and for the purposes of enforcing the decision of any arbitrator appointed in accordance with this provision, and (ii) Jennifer Raye Health may bypass arbitration in cases of fraud or other crimes against it, and in the case of interference with its technical operations or violations of its rights or property.
- Class Waiver. You acknowledge and agree that you and Jennifer Raye Health are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Jennifer Raye Health otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable, then the entirety of this Section 12.2 will be deemed void.
- Jurisdiction and Venue. If Section 12.2 is deemed void or is otherwise inapplicable, all disputes under these Terms will be resolved by a court of competent jurisdiction located in Victoria, British Columbia, Canada, provided that the courts in any relevant venue will have jurisdiction for the purposes of obtaining and enforcing injunctive or other equitable relief.
- Force Majeure. Neither party shall be liable for delay or failure in performance (other than the making of payments) resulting from any cause beyond the reasonable control of such party, including but not limited to, acts of God, acts of war, riot, fire, flood, or other disaster, acts of government, strike lockout, power failures, or the inability to use or the failure of any third party telecommunications carrier or other services, which events or conditions prevent in whole or in part the performance by such party of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make performance commercially unreasonable.
- Assignment. You may not assign any of your rights or obligations under these Terms without Jennifer Raye Health’s prior written consent. Jennifer Raye Health may freely assign her rights and obligations under these Terms, either in part or in full, without notice to you.
- Notice. Jennifer Raye Health may communicate with you about the Services or these Terms, including any changes to these Terms, by email or by posting notices on the Site. Unless expressly prohibited by law, you consent to receive communications relating to the Services or business relationship with Jennifer Raye Health from Jennifer Raye Health electronically, and agree that all notices, waivers, agreements, disclosures and other communications satisfy any legal requirements that such communications be in writing. You may provide legal notice to Jennifer Raye Health at [#201 - 2186 Oak Bay Ave. Victoria BC
- Nature of Relationship. Nothing in these Terms or from your use of the Services will create or be deemed to create any partnership, joint venture, agency, franchise or other business relationship between you and Jennifer Raye Health, even if your use of the Services is for a commercial purpose which has been authorized by us. You and Jennifer Raye Health will, at all times, be and remain independent contractors.
- Severability. The provisions of these Terms are severable. If any individual provision is held to be invalid, unenforceable or contrary to applicable law, such provision shall be construed, limited, altered or deleted, as necessary, to eliminate the invalidity, unenforceability or conflict with applicable law while endeavoring to preserve the intention of these Terms, and all other provisions shall remain in full force and effect.
- Waiver. The failure by Jennifer Raye Health to exercise or enforce any right or remedy under these Terms will not constitute a waiver of such right or remedy.
- Contact. If you wish to contact Jennifer Raye Health with any questions, comments or concerns regarding the Services or these Terms, please refer to the Contact Us [http://www.jenniferraye.com/contact] page.