PractyceEveryDay Yoga
Practyce was formed with the heartfelt intention to create a world-class online yoga and wellness classroom accessible to anyone, anywhere, anytime. As a division of Spiraledge, Inc. (“Spiraledge”), we take a holistic approach to enable natural methods and ecosystems that promote healthy living.
Practyce provides a subscription service (the “Service”) that allows our members to access video, audio and other content (“Content”) streamed over the Internet to computers, mobile phones, tablets and other devices. These Terms of Use (the “Agreement”) govern your access to the Service and use of Content.
PLEASE READ THIS AGREEMENT VERY CAREFULLY BEFORE USING THE SERVICE. THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU, AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
This Agreement sets forth legally binding terms for your use of the Service. By using the Service, you agree to be bound by this Agreement, whether you are a “Visitor” (you simply browse the Service) or a “Member” (you have registered on the Website as a Member). If you do not accept the terms of this Agreement, you should leave the Website and discontinue use of the Service.
We may change this Agreement from time to time in the exercise of our discretion and we will post a notice on the Website in the event we make a change. Your continued use of the Service following our posting of any such changes means that you have accepted those changes.
If you wish to become a Member and use the Service, you must read this Agreement and indicate your acceptance during the Member registration process.
You represent that you are of legal age to form a binding contract. The Service is not directed to persons under eighteen (18) years of age. You must be at least eighteen (18) years of age to become a Member and purchase Services. By becoming a Member you are representing that you are eighteen (18) years of age or older. You also agree to: (a) provide accurate, current and complete information about yourself as prompted by the registration form on the Website (the “Registration Data”) and (b) maintain and promptly update your Registration Data to keep it accurate, current and complete. If you provide any information that is inaccurate or incomplete, we reserve the right to suspend or terminate your Membership and refuse your use of the Service.
By using the Service you recognize that you are participating in yoga classes, health programs, workshops and/or other wellness, exercise and healing arts activities offered by the Service (collectively, the “Activities”). You recognize that you must be in adequate physical and mental health to participate in the Activities. You understand that the Activities may require intense physical exertion, and you represent and warrant that you are physically fit enough to participate and you have no medical condition which would prevent your full participation in the Activities. You recognize that the Activities may cause or aggravate a physical injury or medical condition. You understand that it is your responsibility to consult with a physician before your participation in the Activities. If you have done so, you have taken the physician’s advice.
You are aware that your participation in the Activities could result in high blood pressure, fainting, heartbeat disorders, physical injury, heart attack or stroke and may aggravate pre-existing injuries. You understand that you could experience muscle, back, neck and other injuries as a result of your participation in the Activities. Not all exercises are suitable for everyone. You understand your physical limitations and you are sufficiently self-aware to stop or modify your participation in any Activity before you become injured or aggravate a pre-existing injury. You understand that it is your responsibility to judge your physical and mental capabilities for the Activities and to ensure that, by participating in the Activities, you will not exceed your capabilities while performing such activity. You will select the appropriate level of classes for your skills and abilities, as well as for any limitations you have. You understand that instructors may suggest the use of props, equipment, poses, modifications, and instruction and it is your sole responsibility to determine if any such instructions are appropriate for your level of ability and physical and mental condition.
Practyce is not a medical organization. Its instructors and staff are not medical doctors and they cannot and will not give you any medical advice or diagnosis. Nothing contained in the Service should be construed as any form of medical advice or diagnosis.
Practyce is not a member of Yoga Alliance or any other yoga-related governing, certification or accreditation body. Becoming a Member and participating in the Service does not make you eligible for certification to teach yoga. You agree not to hold yourself out as a certified yoga instructor based on completing the courses, content or programs available on the Service or to use Practyce’s name as a certification or accreditation body for the purposes of teaching yoga.
If you register as a Member on the Service, you will be required to choose a password and user name, and you may be asked for additional information regarding your account. As the account holder, you are responsible for safeguarding your account login information, and you should notify us immediately in the event your account login has been stolen, lost, or used by another without your permission. Each registration is for a single user only, unless we otherwise provide on the registration page. You may not use another Member’s account without our prior authorization. You are fully responsible for all activities that occur under your password or account. You agree to log out from your account at the end of each session.
When you stream any Content from the Website through the Service, the resolution and quality of the Content you receive will depend on a number of factors, including the type of device you are using and your bandwidth, which may fluctuate during the course of your viewing. While we strive to provide a quality viewing experience, we make no guarantee as to the resolution or quality of the Content you will receive.
In order to be able to stream or download Content from the Service, you will need to use a personal computer, cell phone, tablet or other device that meets the compatibility requirements that we establish from time to time (“Compatible Device”). We may change the requirements for Compatible Devices from time to time and, in some cases, whether a device is (or remains) a Compatible Device may depend on software or systems provided or maintained by the device manufacturer or other third parties. As a result, devices that are Compatible Devices at one time may not be Compatible Devices in the future.
Certain elements of the Content, including logos, trademarks, images, text, graphics, videos, music, photographs, illustrations, artwork, software and other elements are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Spiraledge or by third parties that have licensed or otherwise provided their material to Spiraledge. You acknowledge and agree that all Content on the Service is made available to you for limited, non-commercial, personal use only. Except as specifically provided in this Agreement, no Content may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way without Spiraledge’s prior express written permission. You may not add, delete or otherwise modify any Content. Any unauthorized attempt to modify any Content, to defeat or circumvent any security features, or to utilize the Service or any part of the Content for any purpose other than its intended purposes is prohibited. You agree not to use any Content in a way that falsely suggests or implies an association or endorsement, sponsorship or approval by, Spiraledge or Practyce, or that defames or disparages Spiraledge, Practyce, its teachers or content providers. You agree that, as between you and Spiraledge, Spiraledge owns and retains all right, title, and interest in and to the Website, Content and Service. Subject to the terms and conditions of this Agreement, Spiraledge hereby grants you a limited, personal, revocable, non-exclusive and non-transferable license to use and to display the Content and to use the Service solely for your personal use. Except for the foregoing license, you have no other rights in the Service, the Website or any Content. If you breach any provision of the Agreement, the above license will terminate automatically.
By becoming a Member of the Service:
You agree not to solicit, collect or harvest any personally identifiable information, including account names, from the Service or from the Members.
You agree not to solicit, for commercial purposes, any Members of the Service.
You agree not to (a) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology to access, acquire, copy, or monitor the Service or in any way reproduce or circumvent the navigational structure or presentation of the Service to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Service, (b) attempt to gain unauthorized access to the Service by hacking, password “mining,” or any other illegitimate or prohibited means, (c) probe, scan, or test the vulnerability of the Service nor breach the security measures on the Service, (d) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Service, (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service, (f) use any device, software, virus, or routine to interfere with the proper working of the Service or any transaction conducted on the Service, or with any other person’s use of the Service, (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Practyce on or through the Service, or (h) use the Service in an unlawful manner. You agree not to use any automated program, tool or process to access the Service or to register multiple accounts on the Service. You agree not to interfere in any way with the operation of the Service, or any server, network or system associated therewith, including, without limitation: hacking, mail-bombing, or making “denial of service” attacks; breaching or circumventing firewall, encryption, security or authentication routines; accessing data not intended for you or accessing another’s account that you are not authorized to access. You agree not to alter or modify any part of the Service. You agree not to index or frame the Service through any means other than the video playback pages of the Service itself.
You agree not to use the Service for any commercial purposes. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of membership privileges.
We reserve the right to immediately terminate your Membership at any time, without notice or liability, if we determine in our sole discretion that you have breached this Agreement, violated any law, rule, or regulation or for any other business reason. If we terminate your Membership or suspend your access to the Service due to your breach of this Agreement, you will not be eligible for any credit, refund or discount or other consideration.
You acknowledge, consent and agree that we may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such actions are necessary to: (a) comply with any legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to requests for customer service; (e) protect the rights, property or personal safety of Practyce, its Members or the public; or (f) pursuant to the terms of our Privacy Policy.
No reference to any third party or its products or services on the Service is an endorsement or recommendation of such third party or its products or services by Practyce or Spiraledge. References to third parties on the Service are for informational purposes only. Practyce encourages you to conduct your own research and due diligence regarding such third parties and their products and services. While Practyce works to ensure the information on the Service is current and accurate, Practyce does not warrant the accuracy of any such information.
The Service may display links to and/or advertisements of third-party websites, products or services that are not provided by Spiraledge or its affiliated divisions such as EverydayYoga.com (“Third-Party Sites”). We are not responsible for evaluating, and we do not warrant the products or offerings of any of these Third-Party Sites. The display of such links or ads does not constitute or imply our sponsorship, endorsement or approval of Third-Party Sites and we are not responsible for, and does not make any representation or warranty with respect to any Third-Party Sites. If you choose to use Third-Party Sites, you do so at your own risk. You understand that when using Third-Party Sites, you are subject to the terms of use and privacy policies of such Sites, and not to our Terms of Use or Privacy Policy. Any claim you may have against Third-Party Sites must be brought directly against such Sites. You acknowledge and agree that under no circumstances will Spiraledge be liable for any act or omission of a Third-Party Site or for any injury, loss or damage incurred by you as a result of your use of Third-Party Sites or any goods or services offered on such sites. If you decide to access any Third-Party Sites, you do so at your own risk.
We respect your privacy and your right to manage the treatment of your personal information as set forth in our Privacy Policy. Our Privacy Policy may be found here: www.practyce.com/privacy-policy.
We regularly make changes to the Service. The availability of the Service may change from time to time. We reserve the right to We reserve the right to replace or remove any Content and the platforms available to you through the Service, including Compatible Devices and otherwise to make changes in how we operate the Service. Additionally, you understand that certain Content may be available through one Compatible Device but may not be available on another. We regularly make changes to the Service and the Content. We may change, suspend or discontinue some or all of the Service or Content with respect to any or all Members, at any time without notice.
We offer a subscription based membership to our online classes (“Classes”), as well as separate purchases of courses for a specific topic of study that can be viewed as long as you are a Member (“Online Courses”). We reserve the right to cancel, change or reschedule any Class or Online Course.
If you purchase an Online Course, the access fee for the Online Course (“Online Course Fee”) will be billed before starting the course. You may view the Online Course as long as you are a Member. Members are not entitled to a refund in the event they do not complete an Online Course nor for cancellations before the completion of any Online Courses. If we terminate a Member due to a violation of this Agreement, we will not reimburse the Member for the remainder of any unfinished Online Courses.
As part of the Online Courses, instructors may provide course materials that you may download from the Service (“Course Materials”). Course Materials may only be used for your own personal, non-commercial use. You may not otherwise copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any Course Materials nor may you modify or create derivative works based upon such Course Materials.
This Article governs the benefits you will receive on Everyday Yoga (the “EDY Benefits”) because you have a Membership on Practyce.
17.1. Your Membership entitles you to the following EDY Benefits during the duration of your Membership:
17.2 Credit Back on Eligible Purchases
You will earn a 5% credit back on all Eligible Purchases. This credit may be used as a form of payment for future Eligible Purchases. Eligible Purchases are all purchases except Memberships, products from certain categories such as direct from manufacturers, electronics, final sale items, team store price locked products, gift card purchases and purchase orders. Our determination as to which purchases are Eligible Purchases will be final. Our credits are not transferable, have no cash value, and are not redeemable for cash.
Your credit back will be earned and deposited into your account after your order is shipped and it will be calculated based upon your purchase price less all discounts, applicable taxes and shipping fees. Your rewards total will be updated on the same day that you place an order.
Your credit back amount will not expire as long as you maintain your Membership. If you cancel or fail to renew your Membership, all of your previously earned credits will expire and become non-redeemable 30 days after the expiration of the Membership. You will not be given credit for purchases made while your Membership is inactive or expired.
If you return an item/order, the credits earned for that purchase will be deducted from your rewards balance. If you lack sufficient credits in your rewards balance, the credits earned on previous purchases will be deducted from your refunds on a dollar-for-dollar basis. All rewards are only redeemable if you have an active Membership.
You may check your available credit balance at any time by navigating to your Everyday Yoga account page and then viewing the Rewards Summary.
17.3 Conditions to the EDY Benefits Program
The following are the conditions to participating in the EDY Benefits Program:
17.4 EDY Benefit Term
Your right to receive EDY Benefits lasts as long as you maintain your Membership.
17.5 Marketing and Email Communications
Unless you expressly opt-out, by being a Member you automatically subscribe to our email and other marketing communications. You may unsubscribe from our email and other marketing communications by clicking on the "Unsubscribe" link within the email. Unsubscribing from our communications will not discontinue your Membership. If you do not wish to receive future communications, you can request that they be discontinued by updating your settings in your "My Account" page or by contacting our Customer Support team. We note that Members who unsubscribe from our communications may continue to receive non-marketing emails, postal mail and other transactional communications from us relating to the Membership.
17.6 Termination and Modification of EDY Benefits
All EDY Benefits are at our sole discretion. We reserve the right to modify or terminate any of the EDY Benefits at any time, with or without notice, even though such changes may affect the credits you have already earned.
17.6 Disclaimers and Limitation of Liability
The EDY Benefits are provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we will not be liable for any damages of any kind arising from your EDY Benefits, including damages arising out of changes to or termination of the Membership. This is a comprehensive limitation of liability that applies to all damages of any kind. To the extent permitted by law, the limitations on our liability shall apply whether for breach of contract, or whether in tort, civil liability by way of negligence, gross negligence, strict liability, or otherwise, even if advised of the possibility of such damage. By agreeing to these terms, you agree that you have relinquished your right to seek these damages from us and that this is a reasonable allocation of risk. In the event that we are found liable to you, you shall only be entitled to recover your actual and direct damages and such damages shall not exceed the Membership fees paid by you during the preceding twelve months before your claim.
Billing for Membership
We offer membership subscription-based access to our Service. Memberships, which provide you with access to our Service, are billed on a periodic basis as specified at the time of purchase (e.g., monthly, quarterly, or yearly). The Membership fee is the amount stated on our Website. Your Membership subscription will continue in effect on a recurring basis corresponding to the term of your subscription period unless and until you cancel your subscription or your account or the Service is otherwise suspended or discontinued pursuant to this Agreement. If a membership is cancelled or terminated before the end of the applicable billing cycle, we will not reimburse the Member for the remainder of that paid month. Membership fees are non-refundable. Membership fees may be subject to taxation in accordance with applicable law. We reserve the right to change the Membership fee at any time; however, any such changes will apply only to new and renewal Membership terms. The term of Membership may be monthly, quarterly or yearly. We will charge the credit or debit card (or other payment method such as Apple Pay or PayPal) you designate when you first sign up for the then-current Membership fee (plus applicable taxes) until the Membership is canceled. If your payment method is declined, you must provide us with a new card or payment method or your Membership will be canceled. If you provide us with a new card or payment method and are successfully charged, your Membership period will be based on the original sign-up date and not the date of the successful charge.
Automatic Renewal Membership
Your Membership shall automatically renew for each subscription period (an “Automatic Renewal Membership”). Automatic Renewal Membership fees will be billed at the end of each subscription period and automatically to the credit or debit card you provided when you signed up for the Membership or the form of payment we currently have on file for you, in the amount of the then current Membership fee, approximately one day prior to your Membership expiration date. If we materially change any of the terms of the Automatic Renewal Membership, we will provide you with notice of any such changes.
The Automatic Renewal Membership will continue until you cancel. You may cancel your Automatic Renewal Membership online at any time from your “My Account” page or by contacting us via email at membership@practyce.com.
Members may cancel their membership at any time. Membership must be canceled prior to the renewal date in order to avoid additional membership charges.
Pricing for Membership Subscriptions
When you purchase a subscription for a Membership, you will be charged at the rate applicable at the time of your subscription. If we later increase the price of the subscription for new Members, any such increase shall become effective at the beginning of your next billing cycle.
Free Trial for Membership to Classes
We require that you provide a valid credit or debit card at the time you register for a free trial to ensure that you have continued access to your membership after the expiration of the free trial period (“Free Trial”). We will not bill your account until the Free Trial has expired and provided that you have not cancelled your account during the Free Trial period. You may only use a Free Trial once. We reserve the right to terminate any account that is using or trying to use more than one Free Trial.
Special Prepaid Membership Packages
From time to time, special prepaid membership packages will be available for purchase at varying lengths of time as specified at the time of purchase. Special prepaid memberships may be recurring and may renew automatically.
This Agreement shall remain in full force and effect for so long as it is posted on the Website. You may terminate your Membership at any time, for any reason, by following the instructions on the Website under User Account: Subscription: Cancel Subscription or by contacting Customer Support at help@practyce.com.
If you cancel your Membership before the end of the applicable billing cycle, your account will be cancelled as of the following month. You will not receive a refund for the current billing period. We reserve the right to terminate your account or your access to the Service immediately, with or without notice to you, and without liability to you, as provided by the terms of this Agreement. Unless we have exercised our right to terminate your Membership, you can re-activate your Membership at any time by contacting us.
You agree that your use of the Service shall be at your sole risk. The SERVICE IS provided ON AN “AS IS” AND “AS AVAILABLE” BASIS and without warranties of any kind, either express or implied. To the fullest extent permitted by law, Spiraledge, its officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the Service, and your use thereof INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SERVICE, THE WEBSITE, AND ANY THIRD-PARTY WEBSITE WITH WHICH THEY ARE LINKED.
Spiraledge makes no warranties or representations about the accuracy or completeness of the Content or the content of any sites linked to the Service and assumes no liability or responsibility or any (i) errors, mistakes, or inaccuracies of Content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Service, (iii) any unauthorized access to or use of Spiraledge servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Service, (v) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Service by any third party, and/or (vi) any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Service whether based on warranty, contract, tort, or any other legal theory, and whether or not Spiraledge is advised of the possibility of such damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL (A) SPIRALEDGE BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, UPLOADING OR DOWNLOADING ANY CONTENT TO OR FROM THE WEBSITE OR SERVICE, (B) SPIRALEDGE BE LIABLE FOR ANY INDIRECT, EXTRAORDINARY, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING FROM OR RELATING TO THE SERVICE OR THE WEBSITE, EVEN IF SPIRALEDGE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) SPIRALEDGE TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE WEBSITE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO SPIRALEDGE FOR THE SERVICES AT ISSUE IN THE PRIOR 12 MONTHS. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. SPIRALEDGE DISCLAIMS ALL LIABILITY OF ANY KIND DERIVED FROM ITS LICENSORS AND SUPPLIERS.
In consideration of being permitted to become a Member and participate in the Service, you agree to assume full responsibility for any risks, injuries or damages, known or unknown, which you might incur as a result of participating in the Service, including those which may result from the negligence of a teacher.
You knowingly, voluntarily and expressly waive any “Claim” (as defined below) you may have against Spiraledge, its subsidiaries, affiliates, business divisions, subcontractors, officers, directors, employees, teachers, independent contractors, representatives and agents, (each, a “Released Party”) that you may sustain as a result of participating in the Service even if the Claim arises from the negligence of a Released Party or anyone else.
You agree to indemnify and hold harmless each Released Party from any loss, cost, or liability incurred in defending any Claim made by you or anyone making a Claim on your behalf, even if the Claim is alleged to or did result from the negligence of a Released Party or anyone else. “Claim” includes but is not limited to any and all liabilities, claims, demands, expenses, fees, legal actions, rights of actions for damages, personal injury, mental suffering and distress, or death that you may suffer or your spouse, children or unborn child may suffer (including any legal fees or expenses) in connection with participation in the Service.
You, your heirs or legal representatives forever release, waive, discharge and covenant not to sue any Released Party for any Claim caused by any negligence or any other acts of a Released Party.
You acknowledge that you have carefully read this section of the Agreement and fully understand its contents. You voluntarily and knowingly agree to the provisions contained within this section. You are aware that you are giving up substantial rights, including your right to sue and certain legal rights your heirs, next of kin, executors, administrators and assigns may have against any Released Party.
You understand that your image may be recorded in a video which may be displayed on the Website and used in connection with the Service. You hereby consent to the use of your image that may appear on the Website and on the Service.
Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, in certain jurisdictions, some of the above limitations of liability may not apply to you; all other provisions of this Agreement remain in full force and effect.
You agree to defend, indemnify and hold harmless Spiraledge, its subsidiaries, affiliates, business divisions, subcontractors, officers, directors, employees, independent contractors, teachers, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees and costs) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; or (iii) your violation of any third party right, including without limitation any copyright, trademark, intellectual property, or privacy right. This indemnification obligation will survive this Agreement and your use of the Service.
We encourage you to contact our Customer Service Department if you have concerns or complaints about the Service. Generally, customer complaints can be satisfactorily resolved in this way. If we cannot resolve your concerns informally, disputes between us shall be resolved pursuant to this Section.
You and Spiraledge agree to arbitrate all disputes and claims (including the interpretation and scope of this clause, and whether the dispute or claim may be arbitrated) relating to the Service including, without limitation, all claims arising out of or relating to any aspect of your relationship with Spiraledge, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, that arose either before or during this, or any prior, version of this Agreement or that may arise after termination of this Agreement.
Arbitration is more informal than a lawsuit. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to limited review by courts. Under this Agreement, arbitrators can award the same individual relief affecting individual parties that a court can award, including damages and an award of attorneys’ fees, if the applicable law allows. BY AGREEING TO RESOLVE DISPUTES THROUGH ARBITRATION, YOU AND SPIRALEDGE AGREE TO EACH UNCONDITIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY OR COURT. Instead of arbitration, either party may bring an individual action in a small claims court for disputes or claims that are within the scope of the small claims court’s authority.
The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes, administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, as modified by this Agreement and unless otherwise agreed upon by the parties in writing. For more information on JAMS, its rules and procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.org. Arbitration will proceed at a location that the arbitrator selects within 100 miles of Campbell, California, unless you and Spiraledge agree otherwise.
The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction. In the event that you are able to demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to costs of litigation, Spiraledge will pay as much of your arbitration filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation. Spiraledge also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration. However, Spiraledge will not pay your share of the arbitration fees if the arbitrator finds that either your claim or the relief sought is frivolous or brought for an improper purpose, as measured by the standards of Federal Rule of Civil Procedure 11(b).
YOU AND SPIRALEDGE AGREE THAT ANY CLAIMS BROUGHT BY YOU OR SPIRALEDGE WILL BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND WILL NOT BE BROUGHT AS A CLASS, REPRESENTATIVE, COLLECTIVE OR PRIVATE ATTORNEY GENERAL ACTION. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. You and Spiraledge agree to seek only such individual relief – whether in the form of individual damages, an individualized injunction, or other non-monetary individual relief – as is necessary to resolve any individual injury that either you or Spiraledge has suffered or may suffer.
The requirement that claims be brought in binding arbitration only in an individual capacity and not as a representative, private attorney general, or class member (“Class Action Waiver”) is non-severable. If the Class Action Waiver is found to be unenforceable, then the entirety of this arbitration provision shall be null and void, with the exception of the following sentence: In the event the Class Action Waiver is found to be unenforceable, or in the event the agreement to arbitrate is found to not apply to a dispute, then such action between you and Spiraledge shall proceed in the federal or state courts located in Santa Clara County, California.
Notwithstanding any provision of this Agreement to the contrary, Spiraledge agrees that if it makes any change to this arbitration provision, such change will not be applicable to any dispute to which you had previously provided notice to Spiraledge.
If you do not want to be bound to this agreement to arbitrate, you must opt out of it within 30 days of it first being accepted by you. To opt out of this agreement to arbitrate, you must send a letter or postcard to Spiraledge’s headquarters, to the attention of the “Legal Department” and state that you do not want to be bound by this arbitration agreement. Spiraledge’s address is 2105 S. Bascom Ave, Suite 160, Campbell, CA 95008.
This Agreement and your use of the Service are governed by the laws of the State of California, subject to the Federal Arbitration Act, without regard to its choice of law provisions.
This Agreement expressly excludes and disclaims the terms of the U.N. Convention on Contracts for the International Sale of Goods, which shall not apply to any transaction conducted through or otherwise involving the Service.
Spiraledge respects the intellectual property of others and asks that users of the Service do the same. We may immediately suspend and/or terminate access to the Service by any user who is alleged to have infringed on the intellectual property rights of Spiraledge or of a third party, or otherwise violated any intellectual property laws or regulations. Our policy is to investigate any allegations of intellectual property infringement brought to our attention. To comply with the Digital Millennium Copyright Act (Title 17, U.S. Code) (“DMCA”), Spiraledge has adopted and implemented a policy that provides for the prompt removal of allegedly infringing Content and for the termination of the account of any Member who is determined by Spiraledge to be a repeat infringer. If you believe that any Content on the Service is infringing a copyright and should be removed, please notify Spiraledge’s Designated Agent (listed below) in accordance with the following:
Spiraledge’s Designated Agent
The following is our Designated Agent for receiving notifications of claimed copyright infringement:
Notice of Claimed Copyright Infringement
Notification of claimed copyright infringement must be in writing and sent to our Designated Agent listed above, and must include the following information:
Counter-Notification to Claimed Copyright Infringement
Under the DMCA, if a notice of copyright infringement has been filed against certain Content, you may make a counter- notification with our Designated Agent listed above. The counter-notification must be in writing and include the following information:
If Spiraledge receives a valid counter-notification, it may reinstate the removed or disabled Content in accordance with the DMCA. Please note that, under the DMCA, any person who knowingly makes material misrepresentations in a notification of claimed infringement or in a counter-notification may be liable for damages.
By submitting User Content (as defined below) on this Site, you expressly acknowledge and agree as follows:
You may not assign this Agreement, the Service, the Content or any rights and licenses granted hereunder. However, the foregoing may be fully assigned by Spiraledge to any person or party without providing you with notice.
The failure of Spiraledge to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court to be invalid, the parties agree that the court shall give effect to the parties’ intentions as reflected in such provision, and the other provisions of this Agreement shall remain in full force and effect. We reserve the right to make changes to this Agreement from time to time. When we make changes, we will post them here. For this reason, we encourage you to review this Agreement whenever you use our Website because by visiting the Website, you agree to accept any such changes. We provide you with access to and use of the Website subject to your compliance with the Agreement. If you do not agree with our changes to the Agreement, your sole and exclusive remedy will be to discontinue use of this Website.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
This Agreement shall be governed by the laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Spiraledge that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California.
If you provide any comments, questions, suggestions, or feedback to Spiraledge or Practyce suggesting or recommending changes to the Service (“Feedback”), all of such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in Feedback to Spiraledge, and Spiraledge is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained within the Feedback, for any purpose whatsoever.
The amounts payable under this Agreement are exclusive of value-added tax, sales, taxes, and similar taxes. You shall be responsible for paying all such taxes if any, levied on amounts payable to Spiraledge pursuant to this Agreement.
If you have any questions or comments regarding this Agreement or the Service, feel free to contact us by e-mail at help@practyce.com.
