Pilates Zone Legal Terms and Conditions of Use Effective as of 01 January 2020 1 Introduction 2 Changes to the Agreements 3 Payments and Cancellations 4 Using our service 5 Customer support 6 Term and termination 7 Warranty disclaimer 8 Limitation 9 Entire agreement 10 Severability Waiver and Interpretation 11 Assignment 12 Indemnification 13 Choice of law, mandatory arbitration, and venue 14 Class Action Waiver 15 Arbitration 16 Contact Us Welcome to the Pilates Zone Terms and Conditions of Use (“Terms”). The Terms you see below are important because they: - Outline your legal rights when using the Pilates Zone website - Explain the rights you give to us when you use the Pilates Zone website - Contain an agreement on how to resolve any disputes that may arise by arbitration Please read these Terms, our Privacy Policy and any other terms referenced in this document carefully. 1 Introduction Thank you for choosing Pilates Zone (“Pilates Zone”, “we”, “us”, “our”). Pilates Zone provides personalised fitness services, content as well as other products and services that may be developed from time to time. By signing up or otherwise using any of these services, websites and user interfaces, as well as all content (collectively, the “Service”), or accessing any content or material that is made available through the Service (the “Content”) you are entering into a binding contract with Pilates Zone. Your agreement with us includes these Terms and any additional terms that you agree to. The Agreements include terms regarding future changes to the Agreements, automatic renewals, limitations of liability, privacy, waiver of class actions, and resolution of disputes by arbitration instead of in court. If you wish to review the terms of the Agreements, the current effective version of the Agreements can be found on Pilates Zone’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Pilates Zone Service or access any Content. In order to use the Pilates Zone Service and access any Content, you need to: 1) be 18 years of age or older; 2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and 3) Reside in a country where our Services are available. (Australia, Belarus, New Zealand, United Kingdom) You also promise that any registration information that you submit to Pilates Zone is true, accurate, and complete, and you agree to keep it that way at all times. 2 Changes to the Agreements Occasionally we may make changes to the Agreements for valid reasons, such as improving the existing functions or features or adding new functions or features to the Service, implementing advancements in science and technology, and reasonable technical adjustments to the Service, ensuring the operability or the security of the Service, and for legal or regulatory reasons. When we make material changes to the Agreements, we’ll provide you with notice by email or seek your agreement within the Service. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notices carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate your account by contacting us. 3 Payments and Cancellations You may purchase services directly from Pilates Zone by pre-payment via the Pilates Zone website, giving you access to classes (“Pre-Payment”). Pilatez Zone may change the price for Pre-Payment, the Pre-Payment Validity Period (how long pre-payment class credits are valid for before expiring), or Codes, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next month following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Pilates Zone Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by closing your Pilates Zone account prior to the price change going into effect. 4 Using our service The Pilates Zone Service and the Content are the property of Pilates Zone or Pilates Zone's licensors. We grant you limited, non-exclusive, revocable permission to make use of the Pilates Zone Service. This Access shall remain in effect until and unless terminated by you or Pilates Zone. You promise and agree that you are using the Pilates Zone Service and Content for your own personal, non-commercial use and that you will not redistribute or transfer the Pilates Zone Service or the Content. The Pilates Zone software applications and the Content are not sold or transferred to you, and Pilates Zone and its licensors retain ownership of all copies of the Pilates Zone software applications and Content even after use on your personal computers, mobile handsets, tablets, and/or other devices (“Devices”). All Pilates Zone trademarks, service marks, trade names, logos, domain names, and any other features of the Pilates Zone brand are the sole property of Pilates Zone or its licensors. The Agreements do not grant you any rights to use any Pilates Zone Brand Features whether for commercial or non-commercial use. You agree to abide by our User guidelines and not to use the Pilates Zone Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, Pilates Zone grants no right, title, or interest to you in the Pilates Zone Service or Content. Third party software (for example, open source software libraries) included in the Pilates Zone Service are made available to you under the relevant third party software library’s license terms as published in the help or settings section of our products. 5 Customer support For customer support with account-related and payment-related questions (“Customer Support Queries”), please send a message via the Contact Us section of our website. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries. 6 Term and termination The Agreements will continue to apply to you until terminated by either you or Pilates Zone. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Pilates Zone may terminate the Agreements or suspend your access to the Pilates Zone Service at any time, including in the event of your actual or suspected unauthorised use of the Pilates Zone Service and/or Content, non-compliance with the Agreements, or if we withdraw Services and/or Content (in which case we shall provide you reasonable notice in advance of doing so). If you or Pilates Zone terminate the Agreements, or if Pilates Zone suspends your access to the Pilates Zone Service, you agree that Pilates Zone shall have no liability or responsibility to you, and Pilates Zone will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You may terminate the Agreements at any time. To learn how to terminate your Pilates Zone account, please contact us through the Contact Us form which is available on our website. This section will be enforced to the extent permissible by applicable law. Sections 7, 8, 9, 10, 11, 12, 13, 14, and 15 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination. 7 Warranty disclaimer YOU UNDERSTAND AND AGREE THAT THE PILATES ZONE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. PILATES ZONE AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER PILATES ZONE NOR ANY OWNER OF CONTENT WARRANTS THAT THE SPOTIFY PILATES ZONE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, PILATES ZONE MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE PILATES ZONE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND PILATES ZONE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM PILATES ZONE SHALL CREATE ANY WARRANTY ON BEHALF OF PILATES ZONE WHILE USING THE PILATES ZONE SERVICE. WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS SECTION SHALL HAVE THE EFFECT OF LIMITING PILATES ZONE’S LIABILITY IN THE EVENT OF TOTAL OR PARTIAL NON-PERFORMANCE OR INADEQUATE PERFORMANCE OF ITS ESSENTIAL OBLIGATIONS FOR PROVIDING THE SERVICE UNDER THE AGREEMENTS. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER. 8 Limitation YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PILATES ZONE SERVICE IS TO UNINSTALL ANY PILATES ZONE SOFTWARE AND TO STOP USING THE PILATES ZONE SERVICE. YOU AGREE THAT PILATES ZONE HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE PILATES ZONE SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO PILATES ZONE, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS. IN NO EVENT WILL PILATES ZONE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR: (1) ANY LOSS OR DAMAGE (INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY, DAMAGES) WHICH IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT; (2) ANY: (A) LOSS OF USE; (B) LOSS OF DATA; (C) LOSS OF BUSINESS; (D) LOSS OF PROFITS; OR (E) DAMAGE TO DEVICES, TO THE EXTENT YOU COULD HAVE AVOIDED SUCH DAMAGE BY FOLLOWING OUR ADVICE TO APPLY UPDATES TO THE SERVICES OR CONTENT OR IF SUCH DAMAGE IS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US, IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PILATES ZONE SERVICE, DEVICES, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER PILATES ZONE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PILATES ZONE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO PILATES ZONE DURING THE PRIOR SIX MONTHS IN QUESTION; OR (4) NON-PERFORMANCE OR INADEQUATE PERFORMANCE OR DELAY TO THE OBLIGATIONS DERIVING FROM THE AGREEMENTS CAUSED BY FORCE MAJEURE OR ANY CAUSE WHICH IS NOT REASONABLY FORESEEABLE OR BEYOND PILATES ZONE’S REASONABLE CONTROL. Nothing in the Agreements removes or limits Pilates Zone’s liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE RIGHTS UNDER APPLICABLE LAW IN YOUR JURISDICTION WHICH PROVIDES FOR REMEDIES IN ADDITION TO THOSE SET OUT ABOVE. 9 Entire Agreement Other than as stated in this section or as explicitly agreed upon in writing between you and Pilates Zone, the Agreements constitute all the terms and conditions agreed upon between you and Pilates Zone and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral. Please note, however, that certain aspects of your use of the Pilates Zone Service may be governed by additional agreements. That could include, for example, access to the Pilates Zone Service as a result of a free or discounted Trials, or together with other services. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on Pilates Zone’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail. 10 Severability, Waiver and Interpretation Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law. Any failure by Pilates Zone or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Pilates Zone’s or the applicable third party beneficiary’s right to do so. As used in these Terms, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.” 11 Assignment Pilates Zone may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and Pilates Zone may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-license your rights under the Agreements, to any third party. 12 Indemnification You agree to indemnify and hold Pilates Zone harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising out of or related to: (1) your breach of the Agreements or any one of them; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Pilates Zone Service; and (4) your violation of any law or the rights of a third party. 13 Choice of law, mandatory arbitration and venue Unless otherwise required by a mandatory law of any other jurisdiction, the Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of Queensland in the country of Australia, without regard to choice or conflicts of law principles. Further, you and Pilates Zone agree to the jurisdiction of the courts of Queensland, Australia to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them). (In some cases, that jurisdiction will be “exclusive”, meaning that no other countries’ courts can preside over the matter; have jurisdiction; in other cases, the jurisdiction is “non-exclusive”, meaning that other countries’ courts may have jurisdiction as well.) 14 Class Action Waiver WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND PILATES ZONE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Pilates Zone agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. 15 ARBITRATION If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 16. is enforceable, the following mandatory arbitration provisions apply to you: 15.1 Dispute resolution and arbitration You and Pilates Zone agree that any dispute, claim, or controversy between you and Pilates Zone arising in connection with or relating in any way to these Agreements or to your relationship with Pilates Zone as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the Agreements) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including legal fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Agreements. 15.2 Exceptions Notwithstanding clause 16.1 above, you and Pilates Zone both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a small claims court ,(2) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (3) seek injunctive relief in a court of law, or (4) to file suit in a court of law to address intellectual property infringement claims. 15.3 Arbitration rules Either you or Pilates Zone may start arbitration proceedings. Any arbitration between you and Pilates Zone will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC”) then in force (the “ICC Rules”) by one or more arbitrators appointed in accordance with the ICC Rules, as modified by these Agreements, and will be administered by the International Court of Arbitration of the ICC. Any arbitration will be conducted in the English language and unless otherwise required by a mandatory law of any other jurisdiction, the law to be applied in any arbitration shall be the law of Queensland, Australia, without regard to choice or conflicts of law principles. 15.4 Time for filing Any arbitration must be commenced by filing a demand for arbitration within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. 15.5 Notice; Process A party who intends to seek arbitration must first send a written notice of the dispute to the other, by Certified Mail or Courier (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Pilates Zone's address for Notice is: [Pilates Zone, Attn: Legal, GPO Box 2206, Brisbane, Queensland, 4001, Australia]. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Pilates Zone may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Pilates Zone shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Pilates Zone shall pay you (1) the amount awarded by the arbitrator, if any, (2) the last written settlement amount offered by Pilates Zone in settlement of the dispute prior to the arbitrator’s award; or (3) $500.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor Pilates Zone shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator. 15.6 Modifications In the event that Pilates Zone makes any future change to this arbitration provision (other than a change to Pilates Zone's address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Pilates Zone's address for Notice, in which case your account with Pilates Zone shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive. 15.7 Enforceability If the class action waiver at Section 14 is found to be unenforceable in arbitration or if any part of this Section 15 is found to be invalid or unenforceable, then the entirety of this Section 15 shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 13 shall govern any action arising out of or related to the Agreements. 16 Contact Us If you have any questions concerning the Pilates Zone Service or the Agreements, please contact us using the form in the Contact Us section of our website.