Terms Of Service

ONLINE YOGA BIZ BLUEPRINT
TERMS OF SERVICE

Last Updated: September 12th, 2022

 

Align Creative Minds Ltd. (“Align”, “we”, or “us”), among other things, develops and makes available an online platform which, among other things, provides yoga instructors with tools and instruction for the operation of an online yoga business (the “Program”).

 

This document (the “Terms”) sets forth the terms and conditions that apply to your use of the Services (as defined below) or access of the Site (as defined below). By using or accessing the Services, you agree to be bound by these Terms. The website located at https://learn.aligncreativeminds.com/, the Online Yoga Biz Blueprint Facebook page, and any other online location on which or from which a portion of the Services is delivered, including, but not limited to content hosted on Kajabi.com, and any mobile application that we make available to you together form the “Site”. When used herein, the term “Services” shall refer to any product or services we make available to or perform for you through the Site.

 

Terms of Use and Agreement

Please read these Terms carefully before using the Site or any of the Services. By using or accessing the Site or any of the Services, you are agreeing to be bound by these Terms which govern the relationship between you and Align in relation to your use of the Services. These Terms affect your legal rights and obligations.

 

Privacy Policy

By agreeing to these Terms, you are also consenting to the collection and use of your information, including personal information, in accordance with our Privacy Policy, the most current version of which is available here: https://learn.aligncreativeminds.com/pages/privacy-policy.

 

License to Use

Subject to compliance with these Terms, Align hereby grants you a limited, non-exclusive license to access and use the Site and/or Services on any devices (the “License”). The License shall continue until earlier terminated in accordance herewith or until Align ceases to provide the Services and/or the Program, in its sole discretion. The Services are for internal use only and may not at any time without the written consent of the Align be shared, sold, or otherwise disseminated to any other person or entity.

 

Changes

We may revise these Terms from time to time in our sole discretion and the most current version will always be available at https://learn.aligncreativeminds.com/pages/terms. If a revision is, in our sole discretion, material, we will notify you at the e-mail address you have most recently provided to us. By continuing to access or use the Services, you agree to be bound by the revised Terms. We may modify the Services from time to time in our sole discretion which modifications may include, but not be limited to, the removal, addition, or modification of features within the Services, graphic and stylistic modifications, and integration with third party products or services.

 

Fees

Your enrollment in the Program grants you a License to use the Program, the Site, and the Services in perpetuity, until and unless your access to the Program is revoked in accordance with these Terms. Payment of the fees for the License (the “License Fees”) may be made up front or in multiple installments. Installment payments will be made through PayPal or such other third party service provider as may be specified by Align, and payments will be automatically made every thirty (30) days, unless specifically indicated otherwise. In the event that you opt to make payment in installments and fail to make any payment as and when due, Align retains the right to terminate the License and revoke your access to all or part of the Program. The License Fees payable for the License will be as posted on the Site or Services or communicated directly to you from time to time. License purchases are final, and License Fees will not be refunded for any reason whatsoever.

 

Our Commitments

Align makes the following commitments in connection with your use of the Program:

 

  • we will work with you until you have earned revenue at least equal to the License Fees;
  • we will provide you with professional service in all weekly live sessions; and
  • we will regularly check the Facebook discussion group and respond to questions and concerns within fourty-eight (48) hours (Monday to Friday only).

 

Limited License to Use Content

Notwithstanding anything contained herein to the contrary, during the term of the License, you have the right to reproduce certain of the Align IP included in the Program (the “Authorized Content”), as is specifically indicated to you by Align from time to time. During the term of the License, Align hereby grants you a non-exclusive license to use and reproduce the Authorized Content in connection with a business operated for your own account. Notwithstanding the foregoing, you are not entitled to resell or otherwise distribute the Authorized Content to any third party without Align’s prior written consent. For certainty, in the event that you fail to make payment of any License Fees as and when due, you will no longer be permitted to use or reproduce the Authorized Content. Except for the Authorized Content, all content made available on or through the Program or Services (“Content”) is solely for your own personal use or use in connection with your participation in the Program and may not be disseminated, sold, licensed, distributed, republished, uploaded, posted, transmitted, used for commercial purposes or used for any other purpose whatsoever. Without limiting the generality of the foregoing, “Content” shall include all proprietary videos, HTML/CSS, Javascript, graphics, voice, and sound recordings, artwork, photos, documents, and text as well as all other materials included in the Site.

 

Changes to the Services

Align reserves the right to modify, alter, add, remove, or discontinue any portion of the Services or the Program in its full discretion. Inclusion of content in the Program does not ensure that such content will remain available throughout the duration of the Program or the Services.

 

Informational Use Only

Content is for informational purposes only and should not be construed as specific advice tailored to your needs. You agree that you use and rely on the Content at your own risk and that Align is not responsible for your reliance on the Content or the results of your reliance thereon.

 

Your Responsibilities

You are solely responsible for your interactions with other users of the Services, as well as with any other entity which advertises on or provides services through the Services. You are responsible for obtaining and maintaining all computer hardware, internet connection, and other equipment, software, or services needed for access to and use of the Services and all charges related thereto. We will not be liable for any damages to your equipment or for any data or other charges from third parties resulting from your use of the Services. In addition to any obligations set out elsewhere in these Terms, it is important to note that in order for you to receive the maximum value from your participation in the Program, you must:

 

  • regularly attend live sessions;
  • make use of the Facebook discussion group to get your questions relating to the Program answered between live sessions; and
  • commit to completing the tasks asked of you in connection with the Program.

 

Rules and Regulations

Users shall abide by the rules and regulations relating to the usage of the Services published on the Site or Services or otherwise communicated to you by Align from time to time (the “Rules and Regulations”). Align reserves the right to modify the Rules and Regulations from time to time in its sole discretion.

 

Interaction with Other Users

You are solely responsible for your interactions with other users of the Services, including with Referrers and Service Providers. Any disputes which arise between you and another user of the Services shall be resolved privately between you and such other user. Neither Align nor any of its affiliates shall have any responsibility whatsoever to mediate, arbitrate, or otherwise assist in or become involved with any such disputes whatsoever, including, but not limited to, the failure of a Service Provider to make payment of a Referral Fee.

 

Third-Party Software and Services

The use of third-party services and products in connection with the Services, including, but not limited to the Kajabi.com platform, Facebook, and payment service providers are governed by such third-party service provider’s then applicable terms and conditions and, to the extent that you interact with a third-party provider in connection with the Services, you hereby agree to abide by such terms. Any fees charged by a third-party service provider in connection with your use thereof shall be your sole responsibility.

 

Accurate Information; Registration and Passwords; URLs

In consideration of your use of the Services, you agree to: (a) provide accurate information as prompted through the Services; and (b) maintain and update such information to keep it accurate. If you provide any information that is inaccurate, or we have reasonable grounds to suspect that such information is inaccurate, we may suspend or terminate your use of the Services and/or decline to permit your continued use of the Services and future access to the Services.

 

To access certain parts of the Services or in order to access certain user functions, you may be required to open an account for the Services, in which case you will have to provide a valid e-mail address and create a unique password. You may not use as a username the name of another person or entity that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene.

 

You are responsible for maintaining the confidentiality of your credentials and are solely responsible for all activities (whether by you or by others) that occur under your credentials. You must notify us immediately of any unauthorized use of your password or account or any other breach of security. We assume no liability for any loss or damage arising from any unauthorized use of your credentials by a third party. We may require that you change your password prior to accessing the Services at any time if it deems that your existing password has been or might reasonably be compromised or as part of its regular security measures.

 

If you are a business, government, or non-profit entity, the person whose e-mail address is associated with the account at the time of registration must have the authority to bind you to this Agreement.

 

Prohibited Uses

As a condition of using the Services, you agree that you will not use the Services for any purposes that are unlawful or prohibited by these Terms, or any other purpose not reasonably foreseen to have been intended by Align. By way of example, and not as limitation, you agree not to use the Services:

 

  • in any way that is false, inaccurate, or misleading;
  • in any way that is disruptive;
  • impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • to attempt to restrict another user from using or enjoying the Services or to encourage or facilitate violations of these Terms, the Rules and Regulations, or the Privacy Policy;
  • to disseminate any Confidential Information (as hereinafter defined) or Align IP (as hereinafter defined);
  • to sell, transfer, license or assign your user account, username, or any other rights granted to you hereunder;
  • in any way that is fraudulent or otherwise involves the sale of illegal or stolen goods;
  • to collect and use service or product listings, descriptions, or images;
  • to abuse, harass, threaten, impersonate, or intimidate any person;
  • to post or transmit, or cause to be posted or transmitted, any content on the Services that is libellous, defamatory, obscene, pornographic, abusive, offensive, profane, violent or that infringes any copyright or other right of any person;
  • for any purpose (including posting or viewing content) or in any fashion that is not permitted under the laws of the jurisdiction in which you use the Services;
  • to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user of the Services;
  • to reverse engineer, decompile or disassemble the Services, or to convert into human readable form any of the contents of the Services not intended to be so read, including but not limited to using or directly viewing the underlying code for the Services except as interpreted and displayed in a web browser;
  • to create or transmit unwanted ‘spam’ to any person or any URL;
  • to violate or attempt to violate the security of the Services;
  • with the exception of accessing RSS feeds, you will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes or might impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted within the Services; or (iii) bypass any measures Align may use to prevent or restrict access to the Services;
  • to advertise or perform any commercial, religious, political, or non-commercial solicitation, including, but not limited to, the solicitation of users of the Services to become users of other on- or offline services directly or indirectly competitive or potentially competitive with the Align;
  • to interfere with or attempt to interfere with the proper working of the Services;
  • in any other way that violates these Terms; or
  • engage in any other behavior in connection with the services which Align, in its sole, absolute, and unfettered discretion determines is objectionable.

 

Align shall have the right, but no obligation, to monitor the content and your activities on the Services to determine compliance with these Terms and any other operating rules we establish. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation, or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that are in our sole discretion is inappropriate, objectionable or in violation of these Terms. We reserve the right at all times to remove any content from the Services in our sole discretion, including content posted or submitted by you. In addition, we reserve the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason.

 

Postings

The Services may provide features which allow you to participate in discussion groups, to communicate with us, and to communicate with other third-party users and to otherwise post/upload/communicate information, files, documents, or other materials (“Postings”). Align does not control the content of any Posting and has no obligation to monitor any Posting. While Align may attempt to delete insulting, offensive, or inaccurate Postings, it cannot prevent them from being uploaded and is not responsible for their content or any damages resulting therefrom. However, Align reserves the right at all times to disclose any information necessary to satisfy any law, regulation, or governmental or law enforcement request, or to edit, refuse to upload or to remove any Posting, in whole or in part, that, in Align’s sole, absolute, and unfettered discretion, are objectionable, inaccurate, misleading or in violation of these Terms. For greater certainty, we will fully cooperate with any legal obligation to disclose the identity of anyone posting threatening, libelous, obscene, pornographic, profane, or otherwise offensive or illegal materials. You acknowledge that you alone are responsible for the content of Postings to the Services and the consequences thereof.

 

Subject to any applicable law, any Postings made using the Services are made on a non-confidential basis. Align is under no obligation to refrain from reproducing, publishing or otherwise using the Postings, and may use the Postings in any way or for any purpose. You agree to not assert any ownership right of any kind in such Postings (including, without limitation, copyright, trademark, patent, unfair competition, moral rights, or implied contract) and you hereby grant a royalty-free, perpetual, non-exclusive, irrevocable, unrestricted, worldwide license to Align to use, copy and display all Postings, and waive the right to receive any financial or other consideration in connection with such Postings including, without limitation, acknowledgement of yourself as the source of such Postings.

 

Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to any message boards, chats or other public forums which are part of the Program in the future. Align may remove or alter any user-created content at any time for any reason. Groups, chats and other public forums are intended to serve as discussion centers for users and subscribers. Information and content posted within these public forums may be provided by Align staff, Align outside contributors, or by users not connected with Align, some of whom may employ anonymous user names.

 

Align expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in any group forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of Align or any of its subsidiaries or affiliates.

 

Confidentiality

Confidential information (the "Confidential Information") means (i) any proprietary information of Align contained in or made available through the Services that is not generally known to the public or otherwise explicitly marked as being confidential (or any variation of such term) or being subject to the copyright of Align, marked in red text, or otherwise classified by Align as confidential; (ii) information communicated by Align directly in confidence; or (iii) information that would otherwise, by its nature, reasonably be expected to be viewed as proprietary or confidential by Align, whether in tangible or intangible form, in whatever medium provided or accessed, whether unmodified or modified by the you, whenever and however disclosed. Without limiting the generality of the foregoing, (i) all credentials you use to access the Services; and (ii) all of the Align IP which is not made public by Align is considered to be Confidential Information hereunder.

 

For greater certainty, all Content which is not Authorized Content and all information relayed to you by a Program instructor is deemed to be Confidential Information and must be treated as such.

 

You agree that you will not disclose, divulge, reveal, report or use, for any purpose other than to carry out the intent of this Agreement, any Confidential Information which you have obtained, except as authorized by Align or as required by law.

 

Ownership of Intellectual Property

Except for the right of access to the Services under the License or as otherwise specifically set forth herein, you do not gain any ownership of or any rights in or to any of the Intellectual Property of Align (the “Align IP”) by virtue of these Terms. When used herein, the term “Intellectual Property” means all intellectual property rights comprising or relating to: (a) patents; (b) trade-marks; (c) internet domain names, whether or not trade-marks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not registerable, including copyrights and copyrightable works, audio, video, documents, spreadsheets, sales funnel designs, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world. You agree not to infringe on any of Align’s copyright, patent, trademark, trade secrets of other Intellectual Property rights.

 

You shall not represent to others, or conduct yourself in any manner that might indicate to others, that you possess any other legal or equitable rights in our Program Material or other Intellectual Property other than by virtue of the License. Align retains the right to approve all uses of the Program Material or derivative uses thereof. You may not modify the Program Material or create any derivative work of the Program Material or its accompanying documentation except as specifically authorized by Align. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Program Material. You may not reproduce the database portion or create any tables or reports relating to the Program Material.

 

By using the Program, you agree to:

 

  • constantly use your best efforts in the use of the Content in a way to protect the good name and goodwill associated with the Align IP and Align;
  • not attack the title of Align in, and to the Align IP, nor attack the validity of the License granted hereunder;
  • not harm, misuse or bring into disrepute the Align IP and Align, but to the contrary, will maintain the value and reputation thereof to the best of your ability;
  • at all times comply with all applicable government laws and regulations, and all voluntary industry standards relating or pertaining to the use of the Align IP, and shall maintain appropriate customary high-quality standards; and
  • abide by Company’s suggestions and specifications regarding quality control over the use of the Align IP.

 

Release and Indemnity

You will indemnify, defend, and hold harmless Align, its agents, shareholders, officers, directors, and affiliated entities (the “Align Releasees”) against any actual or threatened third party actions, suits, proceedings, debts, accounts, bonds, covenants, contracts, claims, liabilities, damages, grievances, executions, judgments and demands of any kind whatever (“Claims”) arising out of or based upon any breach of these Terms, use of the Authorized Content other than in accordance with these Terms or the Rules and Regulations, or from any representation or warranty contained herein and made by the you which was or is at any time false, and indemnify the Align Releasees from all damages, costs, and lawyers’ fees finally awarded in any such Claim.

 

You hereby expressly and irrevocably release and forever discharge Align, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, independent and dependent contractors, licensees, successors and assigns of and from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising directly or indirectly out of your use of the Services.

 

Notwithstanding the foregoing, in no event shall Align be liable under contract, tort, strict liability, negligence or other legal theory with respect to the Services (i) for any lost profits or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, or (ii) to provide substitute goods or services (however arising).

 

Disclaimer of Warranties 

THE SERVICES AND ANY ASSOCIATED PRODUCTS OR SERVICES ARE PROVIDED BY ALIGN ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALIGN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, TO THE INFORMATION, CONTENT, MATERIALS, OR TO THE FUNCTIONALITY OF ANY SERVICES OR SERVICES ASSOCIATED THEREWITH. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ALIGN DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF CONTENT, OR OF NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, ALIGN MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES AND/OR THEIR CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ALIGN IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, PHOTOGRAPHY OR ANY OTHER CONTENTS IN THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AND SERVICES ASSOCIATED THEREWITH, INCLUDING YOUR USE OF ANY AND ALL ASSOCIATED CONTENT, DATA OR SOFTWARE DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK. ALIGN DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OR SERVERS OR E-MAILS SENT BY OR ON BEHALF OF ALIGN ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. FURTHER, ALIGN DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR-FREE OPERATION OF THE SERVICES, NOR THAT ALL COMMUNICATIONS BETWEEN YOU AND ALIGN, OR BETWEEN YOU AND ANY OTHER USER OF THE SERVICES, WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.

 

YOU ACKNOWLEDGE THAT ALIGN DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS, OR SERVICES OFFERED OR PROVIDED BY THIRD PARTIES ON OR THROUGH THE SERVICES. EXCEPT AS OTHERWISE AGREED IN WRITING, ALIGN AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SERVICES INCLUDING, BUT NOT LIMITED TO, THIRD PARTY CONTENT. IF YOU ARE DISSATISFIED WITH THE SERVICES OR WITH ANY OF THE TERMS, CONDITIONS, GUIDELINES, PRACTICES OR POLICIES OF ALIGN IN OPERATING THE SERVICES AND IN PROVIDING THE SERVICES YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USING THE SERVICES.

 

Use of Feedback

Notwithstanding anything contained herein to the contrary, if you send or transmits any communications or materials to Align by mail, email, telephone, or otherwise, (i) endorsing the Services; (ii) providing information on the performance of the Services or your business in relation to the use of the Services; or (iii) any other feedback regarding the Services ("Feedback"), Align is free to use such Feedback irrespective of any obligation or limitation contained herein. In furtherance of the foregoing, you hereby license to Align on your behalf, and on behalf of your employees, contractors and/or agents, the right to use the Feedback for promotional purposes and agrees that the Align may publish the Feedback in any media anywhere throughout the world.

 

Links

The Services may provide links to other websites or resources. Because Align has no control over such sites and resources, you acknowledge and agree that Align is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Align shall not be responsible or liable, directly, or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content or goods or services available on or through any such site or resource.

 

Non-Disparagement

You and Align each agree that they will not disparage or comment negatively about the other party. Disparaging remarks, comments or statements are those that impugn the character, honesty, integrity, morality or business acumen or abilities in connection with any aspect of the operation of business of the covered individual or entity either by name or anonymously. Each of you and Align do hereby covenant and agree to not, at any time, make any statements or comments (whether by press release, internet posting, press interview/comment, emails or otherwise) of an adverse, negative, derogatory or disparaging nature that could reasonably be considered to have an adverse impact on the business or reputation of the other party, including each and all of their respective directors, officers, executives, employees or consultants, directly to or likely to come to the attention of any form of media or any other person.

 

Security

Align maintains reasonable safeguards and personnel policies that are designed to guard the Services, Align’s systems and Align’s users’, business partners’ and others’ information. For example, for the security of your use of the Services, Align may make use of firewall barriers, encryption techniques and/or authentication procedures. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while Align strives to protect your information, it cannot ensure or warrant the security of any content you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, Align will notify you as necessary so you can take appropriate protective steps. Unless you indicate otherwise, we may notify you under such circumstances using the email address you most recently provided to us.

 

Electronic Communications

When you use the Services or send emails to Align, you are communicating with us electronically and you consent to receive non-marketing communications from Align electronically. We may communicate with you by email, through telephone or video conference, through Facebook either directly or through postings on group Facebook pages which are part of the Services, or by posting notices on the Site or otherwise through the Services. You agree that all agreements, notices, disclosures, and other communications that Align provides to you electronically satisfy any legal requirement that such communications be in writing.

 

Age of Use

The Services are intended for use only by individuals who are at least eighteen (18) years of age. If you are not at least eighteen (18) years of age, you are not authorized to use the Services without the permission and supervision of your parent or legal guardian. If you are under the age of majority, you warrant that you have the express permission of your parent or legal guardian to use the Services. If you are a parent or legal guardian and have authorized a minor to use the Services in accordance with these Terms and the Privacy Policy, you agree that you are responsible for the online conduct of the minor, the compliance by the minor with these Terms and for the consequences of any misuse of the Services by the minor.

 

Survival

Any of these Terms which by its nature should survive termination, including those with respect to Fees, Ownership of Intellectual Property, Release and Indemnity, Disclaimer of Warranties, Confidentiality, and Use of Feedback, shall survive termination and continue in full force and effect except to the extent expressly set out in these Terms.

 

Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable in any respect, then the remaining provisions of these Terms, or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of these Terms shall be valid and enforceable to the extent permitted by law. You agree to negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that has the effect nearest to that of the provision being replaced.

 

Injunctive Relief

Align shall have and hereby reserves all rights and remedies which it has, or which are granted to it by operation of law, to enjoin the unlawful or unauthorized use of the Program Material (any of which injunctive relief may be sought in the courts, and also may be sought prior to or in lieu of termination), and to be compensated for damages for breach of this Agreement.

 

Governing Law and Language

The services are administered by Align from Ontario, Canada. You acknowledge and agree that your use of the services and all of the communications, transmissions and transactions associated with the services and the provision of the Services shall be deemed to have occurred in the Province of Ontario, Canada. You agree that these Terms shall be exclusively governed by, construed, and interpreted in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, and that the law of the Province of Ontario is the proper law, without regard to conflict of laws rules or to private international law principles. The laws of any other jurisdiction shall not apply to these Terms.

 

Dispute Resolution

The parties agree to resolve any disputes that arise in connection with this Agreement through good faith negotiation. If the parties are unable to resolve any dispute through negotiation within thirty (30) days of one party providing notice of such dispute to the other, the dispute shall be referred to binding arbitration by a single arbitrator pursuant to the provisions of the Arbitration Act, 1991 (Ontario). The arbitrator shall be agreed upon by the parties within twenty (20) days of one party notifying the other party that arbitration is desired. If the parties fail to agree upon a single arbitrator within such twenty (20) day period, then each party shall select an arbitrator and such two arbitrators shall together select an individual who will proceed as a single arbitrator. The award rendered by the arbitrator shall be final and binding and not subject to appeal. Arbitration shall be held in the City of Toronto in the Province of Ontario and the language used shall be English.

 

Notwithstanding the foregoing, in the event that arbitration is not possible or is not permitted by applicable law, all disputes, disagreements, controversies, questions or claims arising out of or relating to these Terms, or in respect of any legal relationship associated with or arising from these Terms, including, but not limited to, with respect to the formation, execution, validity, application, interpretation, performance, breach, termination or enforcement of these Terms, will be determined by litigation in the Courts of the Province of Ontario sitting in Toronto, to the exclusive jurisdiction of which you irrevocably attorn. If you live outside of the Province of Ontario, you may also be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law. However, nothing herein shall be construed as Align’s agreement to the application of any such consumer protection laws.

 

You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

 

Force Majeure.

Align shall not be liable for delays in or for failures to perform hereunder due to causes: (i) beyond our reasonable control; (ii) that could not reasonably have been foreseen by Align at the time of the effective date of the services; and (iii) the effects of which could not have been commercially reasonably avoided or overcome by Align, where such causes include acts of God, acts or omissions of you or a third party, service failures, Internet or telecommunications outages, acts of civil or military authorities, fire, strikes, power surges or power outages, pandemics or epidemics, public health emergencies, climate change, flood, earthquakes, riot, or war.

 

Miscellaneous

No agency, partnership, joint venture, or employment is created as a result of the Terms, and you have no authority of any kind to bind Align in any respect whatsoever. The failure of any party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Align shall not be liable for any failure to perform its obligations hereunder, where such failure results from any cause beyond Align’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). Align may transfer, assign, or delegate the Terms and its rights and obligations without consent.

 

Assignment

These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Align’s prior written consent. Align may assign, transfer, or delegate any of its rights and obligations hereunder without your consent. Without first obtaining the express written consent of Align, you may not redistribute, encumber, sell, rent, lease or sublicense or otherwise transfer your rights to the Program Material.

 

Interpretation

In these Terms: (a) words denoting the singular include the plural and vice versa; (b) all usage of the word “including” means “including, without limitation,” throughout these Terms; (c) all dollar amounts, if any, are expressed in American currency unless expressly provided otherwise; (d) the division of these Terms into separate sections, subsections and the insertion of headings is for convenience only and shall not affect the construction or interpretation of these Terms; (e) words or abbreviations which have well-known or trade meanings are used herein in accordance with their recognized meanings; and (f) you and Align agree that these Terms shall not be construed in favour of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of these Terms.

 

Waiver

No delay or omission by Align to exercise any right or power it has under these Terms or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by Align must be in writing and signed by an authorized representative of Align.

 

Entire Agreement

These Terms, together with any applicable agreements or documents incorporated by reference herein, constitute the entire agreement between you and Align as it relates to the access to, and use of, the Services and the subject matter of these Terms, and supersede all prior or contemporaneous agreements, proposals, proof of concepts, understandings, letters of intent, representations, negotiations, and discussions, whether written or oral, between Align and you. Unless superseded by subsequent written agreement, these terms and conditions will continue to govern the relationship between you and Align in respect of the matters contained herein. 

 

Feedback/Notices

All notices or other correspondence to Align under these Terms must be sent to the following electronic mail address for such purpose: [email protected]

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