OVERVIEW
This Terms of Service Agreement (“Agreement”) is between you and Indy House of Pilates, LLC, Vimeo, Inc. and/or VHX Corporation (for the purposes hereof, “IHP,” “Vimeo,” “we,” “our” or “us”). The Agreement governs your use of our service(s), including, but not limited to, streamed videos, on-demand videos, fitness classes, and nutrition and wellness consultation (“Services”), and IHP and/or Vimeo website and social media content (“Content”), which allows you (“Consumer”) to purchase memberships/packages/subscriptions, services and videos (“Programs”) from content producers IHP and/or Vimeo (“Producers”) through any Producer websites and applications that we power.
When you use the Programs by, for example, making a purchase, creating an account with us or a Producer, or using a Producer website or application, you agree to this Agreement. Please note that by accepting this Agreement, you agree to resolve claims between you and IHP and/or Vimeo and applicable Producers as deemed appropriate by us.
LIMITED USE LICENSE
Consumer will not share access to Content by any means, nor under any conditions, with anyone else. Access granted to Content is intended for Consumer, provided that Consumer has an active account and paid subscription and/or membership with Producer.
ACCOUNT REGISTRATION
To make a purchase, you must create an account with each Producer. Each time that you make a purchase with a new Producer, you must create an account with that Producer.
To create an account, you must provide a valid email address. You represent and warrant that all information you provide is true and accurate. You are solely responsible for maintaining the security of your account and for all activity that occurs under your account. You must notify us immediately if you suspect any unauthorized access to or use of your account.
You may not create an account if you are younger than 18 years of age. By creating an account, you represent that you are at least 18 years of age. Individuals younger than 18 may only view Programs via their parent or legal guardian’s account, and with that adult’s consent, permission, supervision and involvement.
PRIVACY
Our policies concerning the information we collect about you, how we use it, and with whom we share are set forth in our Privacy Policy
By creating an account with a Producer, you agree that the Producer will have access to your account information and account activities, such as the viewing and purchase of the Producer’s Services and/or Programs.
PROGRAM VIEWING AND TRANSACTION OPTIONS
Producers may offer the following purchase options through Producer-branded websites and applications:
Rental: After paying the stated fee, you may stream the Program an unlimited number of times during the stated rental period.
Purchase: After paying the stated fee, you may stream the Program an unlimited number of times; if offered by the Producer, you may download the Program.
Subscription: For a recurring fee, you may stream the Programs offered within a Producer’s subscription channel an unlimited number of times during your subscription period. The Producer may add or remove Programs from the channel at any time.
You are responsible for obtaining Internet access and a compatible, Internet-connected device to stream and/or download Programs via Producer websites and applications. The quality of your viewing experience depends on a number of factors, including your viewing device and the quality of your Internet connection.
PAYMENTS
To make a purchase, you must provide a valid payment method. Subscriptions automatically renew for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. If a Producer offers a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period. To pause or cancel a subscription, please contact the appropriate Producer. Your changes will be applied to your next subscription period.
We may apply taxes, including VAT (value-added tax), to any charges as necessary. Prices and other terms of purchase are subject to change. If a Producer provides you access to a Program on a free basis, such access will be deemed a “purchase” for the purpose of this Agreement.
ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.
LICENSES AND INTELLECTUAL PROPERTY
License to Programs: Subject to the terms hereof, you have the right to stream and/or (if offered) download for your personal entertainment purposes: (i) Programs that you have rented during the stated rental period; (ii) Programs that you have purchased; and (iii) Programs made available within a channel that you have subscribed to during your subscription period.
You may not resell streams or downloads, use any Program for any commercial purpose, redistribute or retransmit any Program, publicly perform or display any Program, share any Program or content to anyone without required account(s) with Producer(s), or make derivative works from any Program. All rights not expressly granted herein are reserved by the applicable Producer.
Our Services: Subject to the terms hereof, we grant you permission to use the Services, for the purpose of purchasing and viewing Programs for your personal entertainment. All rights not expressly granted by us are reserved.
If you download a Producer application that we power (an “app”) that operates on a third party platform (e.g., iOS, Android, Roku, etc.): (i) you have the right to use such app for your personal, non-commercial use on devices permitted by the platform operator; (ii) as between us and the platform operator (but without creating any obligation by us), we shall be responsible for the apps and their content and providing any warranty, support, or indemnification with respect to such apps as required by law; and (iii) the platform operator shall have the right to enforce the terms of this clause with respect to your use of the app.
Your Content: To the extent that you submit any content to us, you grant us an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. If you provide any feedback about improving our Services or Programs, we will have the right to use your feedback without compensation to you. You represent and warrant that any content you submit to us does not, and will not, violate any law or any third party’s rights, including any intellectual property rights.
Third Party Rights (Copyright Policy): We take claims of copyright infringement seriously. Any party that believes that its copyrights (or other intellectual property) have been infringed is directed to file a takedown notice by sending an email to contact@indyhouseofpilates.com.
ACCEPTABLE USE POLICY
In using the our Services, you will not:
Scrape, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Service or any source code therein;
Attempt to circumvent any technical measures (including digital rights management) that we may employ;
Take any measures to interfere with or damage the Service;
Use the Service to transmit tortious, unlawful, infringing, and otherwise objectionable content;
Spam or harass us or any other user;
Use any fraudulent, deceptive, or misleading practices;
Collect personal information about Producers or other users;
Engage in any commercial activities except as permitted by us; or
Engage in any illegal activities.
TERM AND TERMINATION
This Agreement begins when you visit any of our websites, you create an account, or use the Services or Programs, whichever occurs first. You may terminate this agreement at any time by deleting your account(s). We reserve the right to terminate your account or restrict access to your account for any reason, including your breach of this Agreement.
DISCLAIMERS
YOUR USE OF THE SERVICE AND ANY PROGRAM IS AT YOUR OWN RISK. WE PROVIDE THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PRODUCERS PROVIDE PROGRAMS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
WE AND EACH PRODUCER DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Without limiting the above, we make no representations or warranties concerning:
The availability of Services in a particular jurisdiction.
The availability of Services for any particular device, operating system, or browser.
The continued support for a particular feature of Services.
The viewing quality of any Program. We do not guarantee that you will be able to use the Services or view any Program uninterrupted or error-free.
The content of any Program or the suitability of any Program for any audience. All opinions and statements expressed by or in Programs (or related materials) are those of the Producer and/or persons involved in the production of the Program, not us.
The continued availability of any Program or the availability of particular Program within a subscription channel.
Any Producer’s actions or omissions with respect to your personal information.
Producers may provide links to other Producer websites or third party websites. We are not responsible for the content of, or any interactions or transactions that may take place on or through, any such website.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, we, our parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Producers) shall not be liable for (i) any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible losses; (ii) damages relating to any dispute between you and a Producer or other user; or (iii) damages exceeding the greater of USD $100 or the amounts paid by you to us over the 12 months preceding the filing of your claim. The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not we (or a Producer) have been informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose.
Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.
INDEMNIFICATION
You shall indemnify, defend, and hold harmless we and our parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Producers) from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) your unauthorized use of any Program; (ii) your breach of this Agreement or violation of any law or third party right; or (iii) any content that you upload or submit to us.
GENERAL TERMS
No Waiver: The failure of us (or any Producer) to exercise or enforce any term of this Agreement will not constitute a waiver of such term.
Provisions Severable: If any term of this Agreement is held invalid or unenforceable, that term will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining terms will remain in full force and effect.
Interpretation: Headings are provided for convenience and shall not be used to construe the terms hereof.
Assignment: This Agreement is binding on the parties and their successors, heirs, and permitted assigns. This Agreement is not assignable or transferable by you without our prior written consent.
Relationship: The parties are independent contractors as to one another. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
No Third Parties: No third parties shall have any rights under this Agreement, except that Producers may enforce the terms herein against you, and indemnified parties may enforce indemnification rights.
Force Majeure: Neither we nor any Producer shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.
U.S. Export Compliance: You may not use Services if (i) you are personally subject to U.S. government sanctions or (ii) you are located in a country that is subject to U.S. Government sanctions such that your use of Services would violate U.S. law. You represent and warrant that you are not subject to such sanctions.
Notices: You agree to receive notices via the email address that you used to create an account or via any of our websites.
Except as set forth above, links to pages on any of our websites or any third party materials are for convenience only and do not form part of this Agreement.
This Agreement sets forth the entire understanding between you and us concerning your use of Services and supersedes and/or overlaps all prior and/or concurrent agreements regarding the same with preservation of agreement terms and policies to our greater and utmost benefit. This Agreement may only be modified by us. Any changes will be posted to our website(s) and will apply prospectively.
Contact Us: For all other questions regarding this Agreement, please contact us at contact@indyhouseofpilates.com
