COURSE AGREEMENT
This Course Agreement (this “Agreement“) is entered into by and between BreatheIN2IT LLC, a Pennsylvania (U.S.A.) benefit limited liability company (“Provider“), and you as a participant in the Course (as defined below), effective on the day that you accept this Agreement through your participation in the Course (as defined below) (the “Effective Date”).
This Agreement establishes the terms and conditions of your participation in the course of instruction created, operated and published by Provider through its website www.breathein2it.com (the “Website”) for which you register through the Website (the “Course”), and of any services provided by Provider through or in connection with the Course (“Services“) and/or on the Website. Each of Provider and you are sometimes referred to herein as a “Party,” and together as the “Parties.” Provider and its personnel, contractors, agents and representatives involved in the provision of the Course and/or Services are sometimes collectively referred to herein as the “Provider Parties.”
Section 1 – THE COURSE.
The details of the Course, including the following information, are contained on the publicly-accessible webpage of the Course that appears on the Website (the “Course Webpage”): (a) name; (b) description; (c) fees for participation (“Course Fees”); (d) URL; (e) date of commencement (the “Course Start Date”); and (f) date of completion (the “Course End Date”).
Section 2 – ACCEPTANCE OF AGREEMENT.
By checking the box on the Course Webpage that indicates your acceptance of this Agreement, you will have irrevocably accepted and consented to be bound by this Agreement. Your acceptance of this Agreement is a pre-condition of your participation in the Course.
Section 3 – REGISTRATION.
You will need to register with Provider through the Website in order to participate in the Course and pay your Course Fees. When you register, you will create for yourself a personal account (a “User Account”) with a unique username (which may be your email address or another term of your choosing, but need not be your actual name) and password. Your User Account will include your credit card information, your billing address, and certain other personal information relevant to the Course. You are solely responsible for maintaining the safety and security of your username and password and for ensuring the initial and continuing accuracy of the information in your User Account. If you discover that the security of any of your username, password and/or User Account has been compromised, you agree to notify Provider immediately in writing (email notification will suffice).
Providing false or inaccurate information in your User Account, or using the Course or the Website to further fraud or unlawful activity, is grounds for immediate termination of this Agreement and your User Account.
You must be at least eighteen (18) years of age to participate in the Course or access any of the Services. By registering, you represent and warrant that you are at least 18 years of age and may legally enter into this Agreement. Provider assumes no responsibility or liability for any misrepresentation of your age.
After registering for the Course, you may not be able to begin the Course until the Course Start Date. You must complete the Course by the Course End Date.
Section 4 – COURSE FEES.
Depending on the Course, Course Fees are paid in a lump sum, through a subscription plan, or through an installment pre-payment plan in which one-third (⅓) or one-half (½) is paid monthly. You agree to pay the Course Fees in full.
Section 5 – LICENSE TO USE COURSE SCREEN AND COURSE MATERIALS.
In connection with your participation in the Course, Provider will afford you, through the Website, (a) access to a non-public screen for the Course (the “Course Screen”), and (b) certain Course-related materials, including, among other things, information, instructions, documentation, data, videos, depictions, and other content and materials developed or procured by Provider (“Course Materials“), in each case to assist in your participation in the Course and enhance your experience of the Course. You acknowledge and agree that the Course, the Course Screen and the Course Materials are and will always remain the property of Provider, and your registration for the Course is a right to participate in the Course, not a right of ownership of the Course, the Course Screen or the Course Materials. Commencing upon (and subject to) your registration for the Course and payment-in-full of the Course Fees, and subject to your further full and faithful compliance with this Agreement, Provider hereby grants you a non-exclusive, limited, non-transferable and revocable license to use the Course Screen and the Course Materials solely in connection with your participation in the Course in accordance with the terms of this Agreement (the “License”). The License is personal and specific to you, and the Course Screen and the Course Materials may not be used by any person other than you or for any other purpose than your participation in the Course. The License terminates automatically upon the earliest to occur of the following: (i) your failure to commence the Course on a timely basis; (ii) your completion of the Course; (iii) your cessation of participation in the Course; (iv) Course End Date; or (vi) the termination of this Agreement.
Section 6 – INTELLECTUAL PROPERTY.
You hereby acknowledge and agree that: (a) Provider is the sole and exclusive owner of the Website, the Course, the Course Screen, the Course Materials and the Services, and any and all copyrights, trademarks, patents, trade secrets, know-how and other intellectual property contained therein or associated therewith, and any enhancements, improvements and accretions thereto (regardless of how and when developed and by whom) (collectively, the “Provider IP“); (b) you will use the Provider IP (to the extent you are given access thereto) only for your participation in the Course; (c) you will not use the Provider IP for any unlawful or infringing purpose; and (c) you will not reproduce or distribute the Provider IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from Provider.
You further acknowledge and agree that your registration for the Course is personal to you. Consequently, you may not share the Course, the Course Screen (including your login information) or the Course Materials with any other person. You may not screenshot the Course Screen, copy or record the Course Materials, or display them to any other person. You may not allow other persons who are not registered for the Course to participate in the Course through the Course Screen. Provider reserves the right, exercisable in its sole and absolute discretion, to immediately terminate your participation in the Course and your access to the Course Screen and Course Materials, without a refund, if it suspects that you are doing any of the foregoing, or if you otherwise violate this Agreement.
Section 7 – ACCEPTABLE USE AND PROHIBITIONS.
You agree to use the Course Screen, the Course Materials and the Services solely for participation in the Course, and not to use them, or the Course or the Website, for any unlawful purpose or in any way prohibited in this Agreement. You further agree not to use any of the foregoing in any way that could damage them or the general business or operations of Provider. You further agree not to use the Website or the Course to do any of the following:
(a) harass, abuse, or threaten others (including Provider Parties or other participants in the Course) or otherwise violate any person’s legal rights;
(b) violate the rights of Provider in the Provider IP or the intellectual property rights of any other party;
(c) upload or otherwise disseminate any computer viruses or other software that may damage the property of any Provider Party or any other party;
(d) perpetrate fraud;
(e) engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
(f) publish or distribute any obscene or defamatory material;
(g) publish or distribute any material that incites violence, hate, or discrimination towards any group;
(h) unlawfully gather information about others;
(i) using the Course for illegal spam activities, including gathering email addresses or other personal information from other participants or sending any mass commercial emails; or
(j) advertise, market, promote or sell products or services of other parties, except with the express written consent of Provider.
Section 8 – DISCLAIMER OF PROMISES AND GUARANTEES.
The Website is provided for informational purposes only. You acknowledge and agree that any information posted on the Website or provided in the Course or the Course Materials or through the Services is not intended to constitute therapeutic, medical, counseling, legal or financial advice, and no fiduciary relationship has been or will be created between you and any Provider Party. You further agree that your participation in the Course is at your own and sole risk.
Provider does not offer any promises or guarantees, and hereby disclaims all promises and guarantees, with regard to the Course, the Course Screen, the Course Materials and/or the Services. Irrespective of the description or execution of the Course or the Services, the content of the Course Materials, or the nature, degree, depth or frequency of your engagement or contact with Provider Parties, you hereby acknowledge and agree as follows:
(a) The Provider Parties have no responsibility whatsoever for any choices that you make with regard to your participation in the Course, or any changes (or lack thereof) to your life or business that result from your participation in the Course or receipt of the Services.
(b) The Provider Parties have no responsibility whatsoever for your mental health, physical health, life decisions, business decisions, or any other actions (or lack thereof) you may choose to take on the basis of, or as a result of, the Course or the Services.
(c) The Provider Parties are not liable in any respect for any result or non-result, or any consequences, which may come about due to your participation in the Course or receipt of the Services.
(d) The Course and the Services do not constitute a therapeutic, medical or counseling relationship between you and any of the Provider Parties or any other participants in the Course. The Provider Parties do not provide therapy, medical or counseling services or advice, and you are responsible for procuring such services at your own will and discretion if needed or desired.
Section 9 – RELEASE AND INDEMNIFICATION.
You acknowledge that certain Courses (for example, a Yoga Course or a Hike/Excursion) may (and probably will) involve some measure of physical exercises and activities that will be challenging for some people, depending on their physical condition, in terms of balance, posture, strength, strenuousness and stamina. You further acknowledge and agree that you (potentially with consultation of your physician) are best situated to evaluate and determine your ability and preparedness to perform the physical exercises and activities that the Course involves, and that the Provider Parties are not situated or responsible to evaluate or determine your ability or preparedness to participate or to monitor your health as you participate.
You acknowledge and agree that your participation in the Course is entirely at your own and sole risk.
You hereby release the Provider Parties from, and agree to indemnify, defend and hold the Provider Parties harmless from and against, any and all claims, demands, actions, causes of action, injuries, harms, losses, damages, costs and expenses (including reasonable attorney’s fees and costs incurred by the Provider Parties) which may arise or result from or relate to, in any way, (a) your participation in the Course, or (b) your breach of this Agreement.
Section 10 – LIMITATION ON LIABILITY.
Provider’s maximum liability to you in connection with the Course and associated Services shall be the amount of the Course Fees paid. The foregoing applies to any and all claims by you, including, but not limited to, lost income or revenue, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
Section 11 – VARIATION.
To the extent any provision this Agreement is held ineffective or invalid by any court of law, you agree that the rest of this Agreement shall be considered enforceable and valid to the fullest extent.
Section 12 – INTERRUPTIONS TO ACCESS.
Provider may need to interrupt your access to the Course to perform maintenance or emergency service on the Course Screen, the Website or the Services on a scheduled or unscheduled basis. You agree that your access to the Course, the Course Screen, the Website and/or the Services may be affected by unanticipated or unscheduled downtime, for any reason, but that Provider shall have no liability for any loss of access or inconvenience caused as a result of such downtime.
Section 13 – TERMINATION & SUSPENSION.
Provider reserves the right to terminate your participation in the Course if you violate any of the terms of this Agreement. You may also terminate your participation in the Course at any time. Termination of your participation by either Party under the foregoing circumstances does not entitle you to a refund of any Course Fees.
Section 14 – NO WARRANTIES.
Provider hereby expressly disclaims any and all representations and warranties of any kind, express or implied, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability, with respect to the Course and the Services. Provider make no warranties that the Course or the Services will meet your needs or that they will be uninterrupted, error-free, or secure. Provider also make no warranties as to the reliability or accuracy of any information presented in the Course, the Course Materials or the Website.
Section 15 – GENERAL PROVISIONS.
(a) GOVERNING LAW: This Agreement, and any disputes between the Parties under this Agreement, shall be governed by the laws of the Commonwealth of Pennsylvania (U.S.A.) without respect to its conflict of law provisions.
(b) ARBITRATION: In the event of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration in Pittsburgh, Pennsylvania, before a single arbitrator reasonable acceptable to both Parties. The arbitration shall be conducted under the rules of the American Arbitration Association. Each Party shall pay their own costs and fees in such arbitration, and the Parties shall split the cost of the arbitrator. Any arbitration award shall be enforceable in any court of competent jurisdiction (which, as to Provider, shall be one of the courts specified in Section 15(c) below). Notwithstanding the foregoing, intellectual property claims by Provider shall not be subject to arbitration and may, as an exception to this the foregoing provisions, be litigated.
(c) VENUE FOR LITIGATION: Any and all litigation under this Agreement shall be adjudicated in the Court of Common Pleas of Allegheny County, Pennsylvania, or the U.S. District Court for the Western District of Pennsylvania, sitting in Pittsburgh, and their respective courts of appeal. Each Party hereby waives the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
(d) ASSIGNMENT: This Agreement is personal to you, and you may not assign or transfer it, in whole or part, to anyone else, and any attempted assignment or transfer by you in contravention hereof shall be null and void.
(e) SEVERABILITY: If any provision of this Agreement is held invalid or unenforceable by a court of law or an arbitrator, the remaining provisions shall nevertheless remain enforceable to the maximum extent possible under applicable law.
(f) NO WAIVER: In the event that Provider fails or declines to enforce any provision of this Agreement, such failure or declination shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any provision of this Agreement shall not constitute a waiver of any other provision hereof.
(g) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been or will be created between the Parties as a result of this Agreement, your participation in the Course, or any contribution that you may make to the Course, the Course Materials, the Services or the Website. Neither Party has any authority to bind the other Party under or in connection with this Agreement.
(h) FORCE MAJEURE: Provider shall not liable for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, nature or governmental authorities, natural disasters, civil disturbances, fire or other casualty, epidemic, or pandemic.
(i) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications between the Parties, and from one Party to the other, under or pertaining to this Agreement, including by e-mail, fax, text message or social media, are permitted under this Agreement. For any questions or concerns, please email Provider at info@breathein2it.com.
(j) ENTIRE AGREEMENT: This Agreement constitutes the entire understanding and agreement between the Parties, and supersedes and replaces all prior or contemporaneous agreements or understandings between the Parties, written or oral, with respect to the Course.
