UDAYA TERMS & CONDITIONS OF USE AGREEMENT
Last modified: September 3, 2013
Welcome to the Udaya Entertainment, Inc. (“Udaya”) online portal, Udaya.com.
Udaya.com is a website (hereinafter referred to as the "Website") wholly owned by Udaya Entertainment, Inc. This website is designed to provide you with products and information of or relating to the practice of yoga, yoga classes, fitness routines, fitness videos, and instructions for stretching and movement. This website is not designed for persons under 18 years of age.
The Website is owned by Udaya. These Terms & Conditions of Use (this “Agreement”) apply to all of the products, services and websites offered by Udaya, software, applications, and mobile versions of the same created by Udaya, whether available through a social networking site or its subsidiaries or affiliated companies (collectively, the "Service"). The availability of any Udaya applications on a mobile device, social networking site, internet TV or other platform does not indicate a relationship or affiliation between Udaya and that platform.
1. Acceptance of Terms
This Agreement sets forth legally binding terms for your use of the Website. By using the Website, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Website), a “Shopper” (which means that you have purchased goods from the Website), or you are a "Member" (which means that you have registered on the Website as a user). If you do not accept the terms of this Agreement, you should leave the Website and discontinue use of the Service immediately.
2. Health Disclaimer
Prior to beginning any program on the Website, you are advised to seek the advice of a physician regarding any routine, program or about using any suggested equipment shown in any of the video clips on the Website or any program or other media available for purchase on the Website.
Udaya is not a medical organization. Nothing contained in this Website should be construed as any form of such medical advice or diagnosis. Udaya and its affiliate instructors cannot give you medical advice or diagnosis. You agree that all exercises are performed freely by You. You further agree that you are not required to perform any exercise offered by the Website.
You represent that you understand physical exercise involves strenuous physical movement. Accordingly, you understand that such activity carries the risk of injury whether physical, mental, or emotional. You understand that it is your responsibility to judge your physical and mental capabilities for such activities. You agree not to exceed your limits while performing any activity offered on the Website, and you further agree to select the appropriate level of classes for your abilities, as well as for any mental or physical conditions and/or limitations you have.
You knowingly, intelligently, and expressly waive and release any claim that you may have at any time for injury of any kind against Udaya, or any person or entity involved with Udaya, including but not limited to its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.
4. General Registration Requirements
To become a Member, you must read this Agreement and indicate your acceptance during the registration process. You must represent that you are of legal age to form a binding contract (by providing information about yourself to Udaya you are representing that you are eighteen (18) years of age or old, since Udaya’s content is not directed to persons under eighteen (18) years of age), and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide truthful, accurate, current and complete information about yourself as prompted by the registration form available on the Website ("Personal Data") and (b) maintain and promptly update your Personal Data to keep it true, current, and complete. If you provide any information that is false or inaccurate, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Udaya reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) at any time.
5. Content Provided “AS IS”
All Content (defined in section 9) offered on the Website is provided“AS IS” for your information and your own personal use only. It may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Udaya. Udaya reserves all rights not expressly granted in and to the Website and the Content.
You may access Website and Content as available:
a) as intended through the normal functionality of the Udaya Service;
b) for your information and personal use; and
c) for Streaming (viewing content in real time). Please note that accessing Website videos for any purpose or in any manner other than Streaming is expressly prohibited.
6. Security and Password
You must choose a password and username upon registration. (as well as additional information pertaining to your account, like as your e-mail address). You are responsible for maintaining the confidentiality of your password and account information. You agree to (a) ensure that you log out from your account at the end of each session; and (b) immediately notify Udaya of any unauthorized use of your password or account or any other breach of security. You may never use another Member's account without prior authorization from Udaya. Udaya will not be liable for any loss or damage arising from your failure to comply with this Agreement.
21. Non-commercial Use
The Service may not be used in connection with any commercial purposes, except as specifically approved by Udaya. Unauthorized framing of or linking to any of the Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles and Content without notice and may result in termination of membership privileges.
22. Udaya and Other Licensors
Our Website contains Content of Udaya, and Content of third party licensors to Udaya (including content provided by users of the Website, as described above), which is protected by copyright, trademark, patent, trade secret and other laws. Udaya owns and retains all rights, title and interest in the Udaya Content. Udaya hereby grants to you a limited, revocable, non-sublicensable license to Stream and/or view the Udaya Content and any third party Content located on or available through the Website or Service (excluding any software code therein as set forth above) solely for your personal, non-commercial use in connection with viewing the Website and using the Service. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, make available, or sell any Content appearing on or through the Website or Service.
Any dealings with third parties included within or on the Website involving the delivery of and payment for goods and services, or any other terms, conditions, warranties, or representations associated with such third parties, are solely between you and that third party. Udaya is neither responsible nor liable for any part of such dealings or promotions. Any reference to any third party or the products or services of any third party on the Website does not constitute an endorsement or recommendation of such third party or the product or services of such third party by Udaya or any of its employees, officers, independent contractors, agents or other representatives. Any reference to any third party on the Website is provided to you for informational purposes only. Udaya encourages you to conduct your own research and due diligence regarding such third parties and their products and services. While Udaya works to ensure the information on the Website is current and accurate, Udaya does not warrant the accuracy of any information contained on the Website (including information provided by instructors) or its fitness for any particular purpose.
23. No Overriding or Disabling Security Components
You understand that the Website and software embodied within the Website may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Udaya and/or content providers who provide content to Udaya. You may not attempt to override, disable, circumvent or otherwise interfere with any such security components and usage rules embedded into the Website.
24. Udaya Is Not Responsible For Other Sites
Your privacy is important to us. To better protect your privacy we provide this notice explaining our online information practices and the choices you can make about the way your information is collected and used at our site.
The Information We Collect:
You provide specific personal information during the purchase of goods and/or services from our site. The information includes: your name, address, e-mail address, telephone number, payment information and your interest in specific types of products and/or services. We may also collect certain non-personal information including the type of browser you are using (e.g. Netscape, Internet Explorer), the type of operating system you are using (e.g. Windows 95, Mac OS) and the domain name of your Internet service provider (e.g. America Online, Earthlink).
How We Use the Information:
We use the information you provide about yourself to fulfill your order for our goods and/or services, to respond to your inquiries about your order and to notify you about the status of your order. The non-personal information gathered may be used to improve the design and content of our site and in the aggregate to analyze site usage. We may disclose personal information in response to legal process (e.g. in response to a court order or subpoena). We also may disclose such information in response to a law enforcement agency’s requests. And finally we may disclose personal information in response to a charge-back inquiry from our merchant bank about your payment for goods and/or services. We will not sell or transfer personally identifiable information provided to us to parties outside of our company except as described above.
To enhance your experience with our site, many of our web pages use “cookies” and shopper ID’s. Cookies are text files we place in your computer’s browser to store your preferences. Cookies, by themselves, do not tell us your e-mail address or other personal information unless you choose to provide this information to us. However, once you choose to furnish our site with personally identifiable information, this information may be linked to the data stored in the cookie.
Collection of Information by Third Party Sites:
Our site may contain links to other sites whose information practices may be different than ours. Visitors should consult the other sites’ privacy notices as we have no control over information that is submitted to, or collected by, these third parties.
While we encourage children to consult with their parents before furnishing personal data, parents should supervise their children’s online activities and consider using parental control tools available from online services and software manufacturers. These tools can prevent children from disclosing their name, address and other personal information without parental permission.
26. Copyright Infringement
It is Udaya’s policy to respect the copyright and intellectual property rights of others. Udaya may remove content that appears to infringe the copyright or other intellectual property rights of others. In addition, Udaya may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, Udaya complies with the Digital Millennium Copyright Act.
If you believe that Udaya or any user of our Sites has infringed your copyright in any material way, please notify Udaya, and provide the following:
an identification of the intellectual property right claimed to have been infringed;
an identification of the material that you claim is infringing so that we may locate it on the Sites;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the owner, their licensee, and agent of either of the foregoing, or the law; and
a statement by you that the above information in your notice is accurate, made under penalty of perjury, and
that you are authorized to act on behalf of the owner of the intellectual property interest involved.
Please direct inquiries regarding intellectual property infringement issues by email to: [INSERT EMAIL] or by mail to:
Udaya Entertainment, Inc., Attn: Legal Division
27. Free Trial
We require that you provide a valid credit or debit card (“Payment Source”) 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”). Udaya 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. Udaya reserves the right to terminate any account that is using or trying to use more than one Free Trial.
28. No Sharing
Members of Udaya may not share, give or sell their password or username to any other person or entity. Excessive viewings or logins by any Member will be construed by Udaya as fraudulent use of the Website, which will result in the immediate cancellation of membership without refund. When becoming a Member you agree to take all actions possible to protect your username and password from fraudulent use.
When you purchase a membership subscription, you will initially be charged at the rate applicable at the time of your agreement to subscribe. If Udaya later increases the price of the subscription, Udaya will notify you. The increase will apply to the next payment due from you after the notice, provided that you have been given at least 10 days’ prior notice before the charge is made. If you are given less than 10 days’ prior notice, the price increase will not apply until the payment after the next payment due.
30. Fraudulent Use
Udaya reserves the right to cancel any membership it believes has been compromised, or is being used fraudulently, at its own discretion.
31. International Users
The Sites are controlled, operated, and administered by Udaya from its offices within the United States of America. Udaya makes no representation that materials on the Sites are appropriate or available for use at other locations outside of the United States, and access to them from territories where the contents or products available through the Sites are illegal is prohibited. You may not use the Sites or export the content or products in violation of U.S. export laws and regulations. If you access the Sites from a location outside of the United States, you are responsible for compliance with all local laws.
Those who access or use the Website 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 limitations of liability, discussed below in section “38” may not apply to you; all other provisions of this Agreement remain in full force and effect.
All memberships are renewed automatically until cancelled. Memberships are billed monthly. If membership is terminated due to a violation of this Agreement, Udaya will not reimburse the Member for the remainder of any paid month, nor will reimbursements be made for membership cancellations prior to any monthly renewal date. Members may cancel their membership at any time. Membership must be canceled prior to the renewal date in order to end membership charges. At times, special prepaid membership packages will be available for purchase. Special prepaid memberships will be recurring and will renew automatically on the expiry date. Membership must be canceled prior to the renewal date in order to end membership charges.
33. Product and Service Descriptions
We have taken reasonable precautions to try to ensure that prices quoted on the Website are correct and that all products have been fairly described. However, when ordering products or services through the Website, please note that: orders will only be accepted if there are no material errors in the description of the goods or services or their prices as advertised on this Website, including, but not limited to, the event that a product is listed at an incorrect price due to typographical or other error; all prices are displayed in United States Dollars unless expressly indicated otherwise; packaging may vary from that shown on the Website; any weights, dimensions, and capacities shown on the Website are approximate only; and all items are subject to availability and we will inform you as soon as possible if the product(s) or service(s) you have ordered are not available and we may offer alternative product(s) or service(s) of equal or higher quality and value.
34. Disclaimer of Warranties
THIS IS OUR DISCLAIMER OF WARRANTIES.. THIS DISCLAIMER EXTENDS TO ALL SERVICES, PRODUCTS, VIDEOS, ADVERTISEMENTS, COMMENTS, POSTS, AND CONTENT NOW ON UDAYA.COM, OR HEREINAFTER PRESENTED.
YOU EXPRESSLY AGREE THAT USE OF THE SITES AND OTHER PRODUCTS AND SERVICES OF UDAYA IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT THE SITES AND THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE THROUGH IT AND OTHERWISE ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS.
YOU ACKNOWLEDGE THAT UDAYA DOES NOT CONTROL IN ANY RESPECT ANY ADVERTISEMENTS, PRODUCT DESCRIPTIONS, PRODUCTS, OR CONTENT OFFERED BY THIRD PARTIES ON OR THROUGH THE SITES, INCLUDING, BUT NOT LIMITED TO, INFORMATION OR PRODUCTS PROVIDED BY LICENSE TO UDAYA FROM THIRD PARTIES. EXCEPT AS OTHERWISE AGREED IN WRITING, UDAYA AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF CONTENT OR PRODUCTS (INCLUDING PRODUCT DESCRIPTIONS) DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH OR OUTSIDE OF THE SITES. NOR DOES UDAYA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITES, ANY PRODUCTS OR SERVICES OFFERED OR SOLD THROUGH THE SITES, OR ITS CONTENT.
ALTHOUGH UDAYA STRIVES TO PREVENT THE INTRODUCTION OF VIRUSES OR OTHER DESTRUCTIVE MATERIALS TO THE SITES, UDAYA DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE SITES IS FREE OF DESTRUCTIVE MATERIALS. IN ADDITION, UDAYA DOES NOT WARRANT THAT ACCESS TO THE SITES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED.
UDAYA DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THE SITES WILL BE MAINTAINED. TO THE EXTENT ALLOWED BY LAW, UDAYA DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPLICITLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
The terms of this section survive any termination of the Terms and Conditions.
35. Limitation on Liability
THIS IS OUR LIMITATION ON LIABILITY. THIS LIMITATION ON LIABILITY EXTENDS TO ALL SERVICES, PRODUCTS, VIDEOS, ADVERTISEMENTS, COMMENTS, POSTS, AND CONTENT NOW ON UDAYA.COM, OR HEREINAFTER PRESENTED.
WE EXCLUDE ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND TERMS (WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE) TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL UDAYA OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES, CLAIMS, OR LOSSES INCURRED (INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES), HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY ARISING IN CONNECTION WITH: (I) THE SITES; (II) THE USE OR INABILITY TO USE THE SITES; (III) THE USE OF OR RELIANCE ON ANY CONTENT OR INFORMATION DISPLAYED IN OR ON THE SITES; (IV) THE PURCHASE OR USE OF ANY PRODUCTS THROUGH THE SITES OR OTHERWISE; (V) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OR DATA OR OTHER INFORMATION THAT IS SENT OR RECEIVED; (VI) ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, OR FILE CORRUPTION OR SERVICE INTERRUPTIONS; OR (VII) OTHERWISE UNDER THIS AGREEMENT/TERMS AND CONDITIONS, WHETHER OR NOT REASONABLY FORESEEABLE, EVEN IF UDAYA OR ITS REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UDAYA’S LIABILITY TO YOU FOR ANY CAUSE OF ACTION OR CLAIM WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU IN THE LAST 90 DAYS TO UDAYA FOR ANY PRODUCTS SUPPLIED BY UDAYA THROUGH YOUR USE OF THE SITES OR OTHERWISE.
UDAYA WILL NOT BE LIABLE IN ANY AMOUNT FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS AND CONDITIONS IF SUCH FAILURE IS CAUSED BY THE OCCURRENCE OF ANY UNFORESEEN CONTINGENCY BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, OR WAR.
THESE EXCLUSIONS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE UNITED STATES OF AMERICA. IF ANY PROVISION OF THESE DISCLAIMERS AND EXCLUSIONS SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE THEN THAT PROVISION SHALL BE DEEMED SEVERABLE AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS.
The terms of this section survive any termination of the Terms and Conditions.
36. Indemnification Policy
You agree to defend, indemnify and hold harmless Udaya, its subsidiaries, affiliates, subcontractors, officers, directors, employees, consultants, 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: (a) your use of and access to the Website; (b) your violation of any term of this Agreement; (c) your violation of any third party right. This defense and indemnification obligation will survive this Agreement and your use of the Website.
37. You Agree That Future Terms Are Binding
We may also require you to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through the Website, to obtain certain premium Content through the Website, or for other reasons. These additional terms are part of this Agreement, and you agree to comply with them when you participate in those promotions, or otherwise engage in activities governed by such additional terms.
38. Governing Law and Venue
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 Udaya that arises in whole or in part from the Website shall be decided exclusively by a court of competent jurisdiction located in Los Angeles County, California.
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 Website, the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
You agree that: (a) the Website shall be deemed solely based in California; and (b) the Udaya Website shall be deemed a passive website that does not give rise to personal jurisdiction over Udaya, either specific or general, in jurisdictions other than California.
39. Modification and Discontinuation
We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently the Service or any of the Website (or any portion thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of the Service or the Website.
40. Other Important Terms.
This Agreement, along with any other legal notices published by Udaya on the Website, shall constitute the entire agreement between you and Udaya concerning the Website and governs your use of the Website and Service, superseding any prior agreements between you and Udaya with respect to the Website and Service. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Udaya without restriction. The failure of Udaya 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 of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
41. Ability to Accept Terms of Service
You affirm that you are at least eighteen (18) years of age, and are fully able and competent to enter into this Agreement, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
Udaya reserves the right to amend this Agreement at any time. No notice is required to amend this Agreement. Such modification shall be effective upon its posting on the Website. It is your responsibility to review this Agreement for any changes. Your use of the Website following any amendment of this Agreement will signify your assent to and acceptance of its revised terms. It is imperative that you review this Agreement regularly.
43. Term and Termination
This Agreement shall remain in full force and effect for so long as it is posted on any of the Website. You may terminate your membership at any time, for any reason, by following the instructions on the Website. 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.
Udaya reserves the right to terminate your account or your access to the Website immediately, with or without notice to you, and without liability to you, if Udaya believes that you have breached any of the terms of this Agreement, furnished Udaya with false or misleading information, or interfered with use of the Website or the Service by others.
44. Void Where Prohibited
Service and membership on the Udaya Website is void where prohibited.