Last Updated Date: June 23rd, 2020
THROUGH THE SERVICE, SUBSCRIBERS WILL HAVE THE ABILITY TO SUBSCRIBE TO ONE (1) OR MORE COACHES’ CONTENT CHANNELS. IF YOU OPT IN TO SUCH A SUBSCRIPTION ON A MONTHLY OR ANNUAL BASIS (AS DETERMINED BY EACH INDIVIDUAL COACH), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL MONTHLY OR ANNUAL PERIODS (AS SPECIFIED IN THE SUBSCRIPTION YOU PURCHASE) AT THE COACH’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 5.1(B) BELOW.
YouSpired provides a platform that allows end users of the Website or Application (“Subscribers”) to subscribe to content channels (“Channels”) owned and controlled by certain pre-approved coaches (“Coaches”) that make available original live-streamed content. Coaches offer subscription services (each, a “Subscription”) for their Channels, to which Subscribers can subscribe through the Website or Application at the price offered by the Coach. Subscribers will have the ability to access Content on each Coach’s Channel to which that Subscriber subscribes for a period of seventy-two (72) hours (unless the Coach elects to make such Content available for a longer period of time in accordance with the settings available in such Coach’s Account).
The Website, the Application, the Services, and the information and content available on the Website, the Application, and the Services (as these terms are defined below) (collectively, the “YouSpired Properties”) are protected by copyright laws throughout the world. Subject to the Terms, YouSpired grants you a limited license to reproduce portions of the YouSpired Properties for the sole purpose of using the Services for your personal and/or professional purposes. For example, a Coach may screenshot or take video clips of his or her activity within the YouSpired Properties to promote his or her YouSpired Channel on social media. Unless otherwise specified by YouSpired in a separate license, your right to use any YouSpired Properties is subject to the Terms.
Subject to your compliance with the Terms, YouSpired grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
You understand that the YouSpired Properties are evolving. You acknowledge and agree that YouSpired may update the YouSpired Properties with or without notifying you. You may need to update third-party software from time to time in order to receive the Services or use the YouSpired Properties.
The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the YouSpired Properties or any portion of the YouSpired Properties, including the Website and Application, (b) you shall not use any metatags or other “hidden text” using YouSpired’s name or trademarks; (c) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the YouSpired Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (d) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website or Application (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website or Application for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (e) you shall not access the YouSpired Properties in order to build a similar or competitive website, application or service; (f) except as expressly stated herein, no part of the YouSpired Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the YouSpired Properties. Any future release, update or other addition to the YouSpired Properties shall be subject to the Terms. YouSpired, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the YouSpired Properties terminates the licenses granted by YouSpired pursuant to the Terms.
As a part of the YouSpired Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for YouSpired to monitor such materials and that you access these materials at your own risk.
In order to access certain features of the YouSpired Properties, including to activate a Subscription, you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered a user account on the Website or Application (each, an “Account”).
When registering an Account for the Services or submitting an application to become a Coach, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account (and if you are a parent or guardian supervising a minor user, you are responsible for all activities that occur under such minor user’s Account). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. YouSpired reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the YouSpired Properties if you have been previously banned from the YouSpired Properties.
You must provide all equipment and software necessary to connect to the YouSpired Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the YouSpired Properties.
When using the Services as a Coach, you represent, warrant, and covenant that:
You own all rights in and to Your Content (as applicable) and that you have the right to grant the rights described in these Terms;
You have paid and will pay in full any fees, royalties or other payments that are due or may become due in connection with the use of Your Content by the Subscriber, YouSpired, or any third party;
Your agreement to these Terms and the provision of any services hereunder does not violate any agreement that you may have with any third party;
Your Content does not infringe, misappropriate or otherwise use without authorization the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party, or violate any law, regulation or court order;
Your Content does not contain any third-party intellectual property or other materials unless you have the necessary permissions from the rights holder to use such intellectual property or materials and allow YouSpired to use such intellectual property and materials consistent with the terms set forth in these Terms;
You will honor any and all commitments made in the marketing page and videos for your channel (e.g., if you promise to go live on YouSpired every day for ten (10) minutes, going live on YouSpired every day for at least ten (10) minutes);
In providing such Subscription, you will not offer Content or services that: (i) for any third party that is the subject of any criminal action, or that is involved in, connected with or promotes illegal or unlawful activity, violence or hate speech; (ii) that disparages or defames any person, entity, brand or business; or (iii) otherwise violate the Content and Use Guidelines set forth in Section 6.3 below;
Your Content, including but not limited to Content and/or digital and/or social media postings, communications or statements effected by or on behalf of Coach hereunder, will be effected in a manner that complies with applicable laws, rules, regulations and guidelines (including the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising – https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf), as well as the rules, regulations and policies of each applicable digital and/or social media platform, including with respect to disclosures necessary to clearly and conspicuously indicate to consumers that you have received consideration in exchange therefor;
You will comply with all rules, regulations and requirements of any union or guild having jurisdiction over Coach, including by making any payments (including health and pension payments) required by any union or guild in respect of such individuals; and
You agree that these Terms create an independent contractor relationship and it is your and YouSpired’s express intent that the relationship be interpreted and held to be that of an independent contractor for all purposes. You agree that you are not a joint venturer, franchisee, partner, agent or employee of YouSpired, and you will not represent yourself as such.
(a) General. As a Subscriber, you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide YouSpired with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”) in order to purchase any of the options offered on the Services. Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing YouSpired with your credit card number or PayPal account and associated payment information, you agree that YouSpired is authorized to immediately invoice your account for all fees and charges due and payable to YouSpired hereunder and that no additional notice or consent is required. You agree to immediately notify YouSpired of any change in your billing address or the credit card or PayPal account used for payment hereunder. YouSpired reserves the right at any time to change its prices and billing methods, either immediately upon posting on YouSpired Properties or by e-mail delivery to you.
(b) Subscription Automatic Renewal. You will be responsible for payment of the applicable subscription fee for a particular Coach’s Subscription services (the “Subscription Fee”). Your Subscription will continue indefinitely until terminated in accordance with the Terms. After your initial monthly Subscription period, and again after any subsequent Subscription period, your Subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at the Coach’s then-current price for such Subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least (a) thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from YouSpired that your Subscription will be automatically renewed, you will have thirty days from the date of YouSpired notice). If you do not wish your account to renew automatically, or if you want to change or terminate your Subscription, you can manage your Subscription by contacting [email protected]. If you cancel your Subscription, you may use your Subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current Subscription period. By subscribing, you authorize YouSpired to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if YouSpired does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that YouSpired may either terminate or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
Coaches have the ability to set Subscription prices displayed to Subscribers for their Channel (starting from USD $14.99 per month). Coach acknowledges and agrees that YouSpired is entitled to collect the Gross Revenues (as defined below) through its third-party payment provider as set forth in Section 5.4, and that prior to remitting Coach’s portion of such fees, YouSpired will deduct (a) any App Store fees, (b) credit card processing fees associated with payments received from Subscribers or sent to Coach (the “Stripe Fee”), (c) USD $1.50 for every Subscription Fee collected by YouSpired (the “Streaming Contribution Fee”) and (d) YouSpired’s platform fee, which is equal to twenty percent (20%) of the Gross Revenues (collectively “Deductions”). “Gross Revenues” means all revenue received by YouSpired from any Subscription transaction with a Subscriber, less the Streaming Contribution Fee and Stripe Fee. YouSpired will then remit the remaining amount of Gross Revenues, following the Deductions, to Coach’s Account on the 21st of each month for the previous months earnings of Gross Revenues from YouSpired, at which point Coach may claim the funds through Stripe.
You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following e-mail address [email protected].
You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the YouSpired Properties (collectively, “Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not YouSpired, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise share or make available (“Make Available”) through the YouSpired Properties (“Your Content”), and that you and other Users of the YouSpired Properties, and not YouSpired, are similarly responsible for all Content they Make Available through the YouSpired Properties (“User Content”).
You acknowledge that YouSpired has no obligation to pre-screen Content (including, but not limited to, User Content), although YouSpired reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation messages that you send using the Services. In the event that YouSpired pre-screens, refuses or removes any Content, you acknowledge that YouSpired will do so for YouSpired’s benefit, not yours. Without limiting the foregoing, YouSpired shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
In connection with your access to and use of the Services, you will not, and will ensure that Your Content that you Make Available on the Services does not:
(a) violate any law, regulation, or court order; (b) violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party; (c) submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity) (collectively, the “Objectionable Content”), including but not limited to: (i) defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, particularly if the app is likely to humiliate, intimidate, or harm a targeted individual or group. (ii) realistic portrayals of people or animals being killed, maimed, tortured, or abused, or content that encourages violence; (iii) depictions that encourage illegal or reckless use of weapons and dangerous objects, or facilitate the purchase of firearms or ammunition (iv) overtly sexual or pornographic material, defined by Webster’s Dictionary as “explicit descriptions or displays of sexual organs or activities intended to stimulate erotic rather than aesthetic or emotional feelings”; (v) inflammatory religious commentary or inaccurate or misleading quotations of religious texts; or (vi) false information and features, including inaccurate device data or trick/joke functionality, such as fake location trackers. (d) send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications; (e) stalk, harass, threaten, or harm any third party; (f) impersonate any third party; (g) participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud; or (h) advocate, encourage, or assist any third party in doing any of the foregoing.
Unless expressly agreed to by YouSpired in writing elsewhere, YouSpired has no obligation to store any of Your Content that you Make Available on the YouSpired Properties. YouSpired has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the YouSpired Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that YouSpired retains the right to create reasonable limits on YouSpired’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by YouSpired in its sole discretion.
Except with respect to Your Content and User Content, you agree that YouSpired and its suppliers own all rights, title and interest in the YouSpired Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Application, the Services, or the YouSpired Properties.
“YouSpired” and other related graphics, logos, service marks and trade names used on or in connection with the YouSpired Properties are the trademarks of YouSpired and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the YouSpired Properties are the property of their respective owners.
Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the YouSpired Properties.
YouSpired does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the YouSpired Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.
Subject to any applicable account settings that you select, you grant YouSpired a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, adapt, publicly perform, and publicly display, Your Content (in whole or in part), in any medium or manner, now known or hereafter devised, for the purposes of operating and providing the YouSpired Properties to you and to our other Users. With respect to Coaches, you acknowledge and agree that YouSpired currently displays Your Content that is live-streamed content for a period of seventy-two (72) hours; provided, however, you have the right to extend that term at your election, in accordance with the settings made available to you in your Account. Thereafter, YouSpired will not display such Content to your Subscribers; however, YouSpired shall have the right to archive and store such Content in YouSpired’s systems. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the YouSpired Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not YouSpired, are responsible for all of Your Content that you Make Available on or in the YouSpired Properties.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of YouSpired.
Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, offensive subject matter or any other Objectionable Content.
You agree that submission of any ideas, suggestions, documents, and/or proposals to YouSpired through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that YouSpired has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to YouSpired a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the YouSpired Properties.
While using or accessing the YouSpired Properties you agree that you will not, under any circumstances:
(a) Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status; (b) Interfere with or damage YouSpired Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (c) Fail to honor any transaction agreed to by you, unless the Coach fails to comply with the terms of such transaction; (d) Post false, inaccurate, misleading, defamatory or libelous content; (e) Blackmail, harass, intimidate or bully any Coach, Subscriber or other users of the YouSpired Properties; (f) Take any action that may undermine our feedback or ratings systems; (g) Bypass our robot exclusion headers, interfere with the working of the YouSpired Properties, or impose an unreasonable or disproportionately large load on our infrastructure; (h) Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, including, without limitation, posting comments promoting other third-party products, services and websites; or (i) Use the YouSpired Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; or
YouSpired may, but is not obligated to, monitor or review the YouSpired Properties and Content at any time. Without limiting the foregoing, YouSpired shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although YouSpired does not generally monitor user activity occurring in connection with the YouSpired Properties or Content, if YouSpired becomes aware of any possible violations by you of any provision of the Terms, YouSpired reserves the right to investigate such violations, and YouSpired may, at its sole discretion, immediately terminate your license to use the YouSpired Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
You are solely responsible for your interactions with other Users of the YouSpired Properties and any other parties with whom you interact through the YouSpired Properties; provided, however, that YouSpired reserves the right, but has no obligation, to intercede in such disputes.
The YouSpired Properties may contain User Content provided by other Users. YouSpired is not responsible for and does not control User Content. YouSpired has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
The YouSpired Properties may contain links and/or integrate with third-party websites and/or services (“Third-Party Services”) and advertisements for third parties (“Third-Party Ads”) (collectively, “Third-Party Services & Ads”). When you click on a link to or otherwise access a Third-Party Service or a Third-Party Ad, we will not warn you that you have left the YouSpired Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of YouSpired. YouSpired is not responsible for any Third-Party Services & Ads. YouSpired provides these Third-Party Services & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services & Ads, or their products or services. You use Third-Party Services & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store (each, an “App Store”). You acknowledge that the Terms are entered into between you and YouSpired and not with the App Store. YouSpired, not the App Store, is solely responsible for YouSpired Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with YouSpired Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any YouSpired Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of these Terms and will have the right to enforce it.
The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) the Terms are concluded between you and YouSpired only, and not Apple, and (ii) YouSpired, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. (b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. (c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between YouSpired and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of YouSpired. (d) You and YouSpired acknowledge that, as between YouSpired and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. (e) You and YouSpired acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between YouSpired and Apple, YouSpired, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms. (f) You and YouSpired acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. (g) Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
You agree to indemnify and hold YouSpired, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “YouSpired Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the YouSpired Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. YouSpired reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with YouSpired in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the YouSpired Properties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE YOUSPIRED PROPERTIES IS AT YOUR SOLE RISK, AND THE YOUSPIRED PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. YOUSPIRED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(a) YOUSPIRED PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE YOUSPIRED PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE YOUSPIRED PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE YOUSPIRED PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE YOUSPIRED PROPERTIES WILL BE CORRECTED. YOUSPIRED MAKES NO GUARANTEE THAT COACHES WILL SECURE ANY SUBSCRIBERS OR THAT COACHES WILL EARN ANY AMOUNTS UNDER THESE TERMS. (b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE YOUSPIRED PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE YOUSPIRED PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. (c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. YOUSPIRED MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM YOUSPIRED OR THROUGH THE YOUSPIRED PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. (e) From time to time, YouSpired may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at YouSpired’s sole discretion. The provisions of this section apply with full force to such features or tools.
YOU ACKNOWLEDGE AND AGREE THAT YOUSPIRED PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD YOUSPIRED PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE YOUSPIRED PROPERTIES. YOU UNDERSTAND THAT YOUSPIRED DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE YOUSPIRED PROPERTIES. YOUSPIRED MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE YOUSPIRED PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE YOUSPIRED PROPERTIES.
(a) YouSpired makes no warranty that ANY COACH SERVICES will meet your requirements or THAT THE SUBSCRIPTIONS OR EXPERIENCES WILL be available on an uninterrupted, secure, or error-free basis. YouSpired makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any User Content obtained through the YouSpired Properties. (b) While we may help facilitate the resolution of disputes among Users through various programs, we have no control over and do not guarantee the quality, safety or legality of TRANSACTIONS, the truth or accuracy of Users’ Content, the ability of END USERS to INITIATE TRANSACTIONS, the ability of COACHES to ACCEPT TRanSACTIONS, or that aN COACH will actually honor a Deal.
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL YOUSPIRED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE YOUSPIRED PROPERTIES OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT YOUSPIRED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE YOUSPIRED PROPERTIES OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE YOUSPIRED PROPERTIES; (2) ANY DEALS OFFERED THROUGH THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE YOUSPIRED PROPERTIES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON YOUSPIRED PROPERTIES; OR (6) ANY OTHER MATTER RELATED TO THE YOUSPIRED PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
UNDER NO CIRCUMSTANCES WILL YOUSPIRED PARTIES BE LIABLE TO YOU FOR MORE THAN THE STREAMING CONTRIBUTION FEE AND PLATFORM FEE AMOUNTS RECEIVED BY YOUSPIRED AS A RESULT OF YOUR USE OF THE YOUSPIRED PROPERTIES IN THE SIX MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT YOUR CLAIM. IF YOU HAVE NOT PAID YOUSPIRED ANY AMOUNTS IN THE SIX MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUSPIRED’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
YOUSPIRED PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOUSPIRED AND YOU.
YouSpired may terminate or suspend your right to use the YouSpired Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, YouSpired may terminate or suspend your right to use the YouSpired Properties if you breach any provision of the Terms or any policy of YouSpired posted through the YouSpired Properties from time to time; if YouSpired otherwise finds that you have engaged in inappropriate and/or offensive behavior; if YouSpired believes you are creating problems or possible legal liabilities; if YouSpired believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if YouSpired believes you are infringing the rights of third parties; if YouSpired believes you are acting inconsistently with the spirit of these Terms; or if despite our reasonable endeavors, YouSpired is unable to verify or authenticate any information you provide. In addition to terminating or suspending your Account, YouSpired reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.
If you want to terminate the Services provided by YouSpired, you may do so by closing your Account for all of the Services that you use.
Termination of any Service includes removal of access to such Service and barring of further use of the Service; provided, however, with respect to Subscribers, you will have the right to continue your Subscription(s) until the end of the then-current Subscription term(s). Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Notwithstanding the foregoing, please note that we may be required to keep such information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete any information, it will be deleted from the active database, but may remain in our archives. We may also retain your information for fraud or similar purposes. YouSpired will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
If YouSpired becomes aware of any possible violations by you of the Terms, YouSpired reserves the right to investigate such violations. If, as a result of the investigation, YouSpired believes that criminal activity has occurred, YouSpired reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. YouSpired is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the YouSpired Properties, including Your Content, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that Your Content violates the rights of third parties; (4) respond to your requests for customer service; (5) protect the rights, property or personal safety of YouSpired, its Users or the public; or (6) in connection with all enforcement actions or investigations or other government officials, as YouSpired in its sole discretion believes to be necessary or appropriate. In the event YouSpired removes a Coach mid-subscription term, such Coach is responsible for refunding Subscription Fees for any undelivered coaching services to his or her Subscribers; provided that YouSpired shall return the Streaming Contribution Fee, less the Stripe Fee, to each Subscriber.
In the event that YouSpired determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the YouSpired Properties, YouSpired reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to YouSpired) that you have violated the Terms; (b) Delete any of Your Content provided by you or your agent(s) to the YouSpired Properties; (c) Discontinue your registration(s) with any of the YouSpired Properties, including the Services; (d) Notify and/or send Content to, and/or fully cooperate with, the proper law enforcement authorities for further action; and/or (e) Pursue any other action which YouSpired deems to be appropriate.
If your registration(s) with or ability to access the YouSpired Properties is discontinued by YouSpired due to your violation of any portion of the Terms or for any other inappropriate conduct, as determined by YouSpired in its sole discretion, then you agree that you shall not attempt to re-register with or access the YouSpired Properties through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, YouSpired reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
This Website and the Application can be accessed from countries around the world and may contain references to YouSpired Properties and Content that are not available in your country. These references do not imply that YouSpired intends to announce such YouSpired Properties or Content in your country. The YouSpired Properties are controlled and offered by YouSpired from its facilities in Australia. YouSpired makes no representations that the YouSpired Properties are appropriate or available for use in other locations. Those who access or use the YouSpired Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with YouSpired and limits the manner in which you can seek relief from us.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: YouSpired Pty Ltd, 3 Glenelg Street, Mermaid Beach, QLD, Australia, 4218. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, YouSpired will pay them for you. In addition, YouSpired will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and YouSpired. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the Governing Courts. “Governing Courts” shall mean the United States courts for those users residing in the United States, and Australian courts for all users residing elsewhere. All other disputes, claims or requests for relief shall be arbitrated.
Except as provided in Section 16.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
This Arbitration Agreement will survive the termination of your relationship with YouSpired.
The communications between you and YouSpired use electronic means, whether you visit the YouSpired Properties or send YouSpired e-mails, or whether YouSpired posts notices on the YouSpired Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from YouSpired in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that YouSpired provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
You hereby release YouSpired Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the YouSpired Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites or services of any kind arising in connection with or as a result of the Terms or your use of the YouSpired Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without YouSpired’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
YouSpired shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, epidemics, pandemics, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
If you have any questions, complaints or claims with respect to the YouSpired Properties, please contact us at [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
YOU AND YOUSPIRED AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE YOUSPIRED PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
The Terms and any action related thereto will be governed and interpreted by and under United States laws consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
Where YouSpired requires that you provide an e-mail address, you are responsible for providing YouSpired with your most current e-mail address. In the event that the last e-mail address you provided to YouSpired is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, YouSpired’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to YouSpired at the following address: 3 Glenelg Street, Mermaid Beach, QLD, Australia, 4218, or [email protected]. Such notice shall be deemed given when received by YouSpired by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
You may not use, export, import, or transfer the YouSpired Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the YouSpired Properties, and any other applicable laws. In particular, but without limitation, the YouSpired Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the YouSpired Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the YouSpired Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by YouSpired are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer YouSpired products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.