Effective Date: Aug 1st, 2023
IMPORTANT: READ THESE TERMS BEFORE ACCESSING OR USING THE SERVICES
By accessing and using the Services, you are agreeing to be contractually bound by these Terms. If you do not agree to these Terms, then do not access or use the Services. For any reason and at any time, BalanceSoft may modify, amend or supplement these Terms or terminate your access to or use of the Services. Should these Terms be modified, amended or supplemented, then your continued access or use of the Services as of the date these Terms are last updated constitutes your consent to be bound by the modified, amended or supplemented Terms.
Balancely is a digital platform where a Client or Practitioner or Participant or Member or Follower, or an Entity (collectively, Client) participates in an activity, including, but not limited to, wellness (e.g. Yoga) classes, health programs, workshops, events, body work, exercise, viewing instructional videos, personal coaching, and healing arts activity (the “Activity”) provided in-person, online, or pre-recorded by instructors, teachers, independent contractors, content providers, studio owners (collectively, “Instructor”) working with Balance, Balance withus, or its owners, managers, employees, agents (collectively “Balancely”).
Client can search for classes or instructors based on location or for virtual and in-person offering. Client can book or cancel sessions, reschedule sessions, rate Instructors, and submit reviews for Instructors. Client makes payment for Instructor’s sessions through the Services, via the Stripe API. Instructors must set up a Stripe account in order to enable payment to them through the Services, via the Stripe API. The Services are available solely for personal, non-commercial purposes. All Instructors are Third Party Providers who use the Services to create and maintain profiles that allow them to offer wellness instruction and other wellness modalities to Clients.
Instructor understands that the relationship Instructor has with BalanceSoft by way of Instructor’s access and use of the Services is that of an independent contractor at all times and shall not be construed as creating any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship in any way and/or of any kind between the parties hereto. Instructors are not employees of BalanceSoft. Instructors do not have any entitlements, nor do they receive any benefits whatsoever, including but not limited to health/dental insurance, life insurance, retirement, or vacation days. Instructors are responsible for their own personal and business taxes at all times and for their own profits and losses. Instructors expressly consent to carry and maintain professional liability Insurance and are responsible for all claims against the services and content offered.
Since BalanceSoft or Balancely is not a member of any governing or accreditation body and therefore cannot guarantee that the classes or series offered by you as an instructor meets the standards developed by such governing bodies. Balancely does not make you eligible for certification by any governing or accreditation body to teach various wellness practices. You agree not to hold yourself out as a certified wellness instructor based on completing the courses, content or programs available on the Service or use Balancely’s name as a certification or accreditation body. Further, you expressly waive and release Balancely and its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives of any claim arising from or in connection with providing wellness services such as yoga of fitness classes or a violation of the terms as provided herein.
In order to use the Services, and for security and identity verification purposes, you must set up and maintain a personal account (Account) via login to Facebook or Google or an email account. In order to continue using the Services, you must maintain the same Facebook or Google account you used to set up your Account. Otherwise, you will be denied access to or use of the Services. You must be at least 18 years of age to obtain an Account. Additionally, in order to complete a Services transaction, you must submit to BalanceSoft certain personal information, such as your name, address, phone number, photo. You may only possess one personal Account. When you create an account, you must provide us with accurate information, in good faith, and you agree to keep your information updated if it changes. You must provide true and accurate information about yourself and your country of residence when you create or update your Account. Providing us with false information may result in the termination of your Account.
With your permission, we may give other websites or services the ability to verify information about your Account or perform actions on your behalf. This permission is asked for when you connect your Account to these other websites or services.
If you become a Client to an Instructor, you agree to have the following information shared with that Instructor:
● your name and email address, and other profile information you’ve provided
● any messages you send providers through Balancely
● your physical address, city, state, and country
● your phone number for event notifications via text
● all information about payment transactions, but not your full payment card information
If you join an Instructor’s membership on Balancely, depending on the Instructor’s preference, you will be charged either a set amount per month (or year) or per content item such as a pre-recorded class and videos. You can cancel your membership subscription at any time. You can see the details as you join, as well as in the receipt sent to you after each successful payment. You can view all your active membership subscriptions and billing history on your Account.
As an Instructor, you will need to set up a Stripe payment account through the Services, via the Stripe API, in order to get paid for your services. As a Client, you will make payment thru the Services via valid credit card you enter into Stripe, via the Stripe API, in order to book group classes or sessions on Balancely or purchase access to content. You agree to maintain accurate, complete, and up-to-date information in your Account. Failure to do so may result in your inability to access and use the Services, or Balancely’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security of your Account at all times.
We can terminate or suspend your Account at any time at our discretion without a cause. We can also cancel any membership subscriptions and remove any descriptions, posts or benefits at our discretion without reimbursement for remaining billing period. You may not bring a claim against us for suspending or terminating another person’s account, and you agree you will not bring such a claim. If you try to bring such a claim, you are responsible for the damages caused, including attorney’s fees and costs. These terms remain in effect even if you no longer have an account.
Persons under the age of 18 may not use the Services unless supervised by parents or guardians. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. Your use of the Services must not cause nuisance, annoyance, inconvenience, or property damage to any person or third party whatsoever. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity.
The Services and all rights therein are and remain the property of BalanceSoft or its licensors. You are not granted or conveyed any rights by way of these Terms or by way of your use of the Services except for the limited license granted above. You may not otherwise use the Balancely apps, Balancely website, the Balancely brand, Balancely trademarks, Balancely copyright, or the trademarks of BalanceSoft or its licensors.
You may not: (i) transfer, transmit, stream, sell, resell, distribute, reproduce, lease, license, modify, broadcast, create derivative works based upon, publicly perform, publicly display, or otherwise exploit the Services except as expressly permitted by BalanceSoft; (ii) remove any trademark, copyright or other proprietary identifiers from any portion of the Services; (iii) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks; (iv) disassemble, decompile, or reverse engineer the Services; (v) link to, frame or mirror any portion of the Services; (vi) cause or launch any scripts or programs in order to survey, scrape, index, or otherwise data mine any portion of the Services; or (vii) cause or launch any scripts or programs for purposes of burdening or hindering the operation and/or functionality of the Services.
All content must not violate our policies. We do not allow any content that:
● is illegal
● violate copyrights, use others' intellectual property (unless you have written permission to use it)
● is biased, discriminative, or abusive towards other people.
● has real people engaging in unlawful, violence, sexual acts.
● involve raffles or prizes based on chance.
● originates from sanctioned areas and certain geographic locations
We proactively look at some content on Balancely to make sure providers We also investigate reports of potential violations. These investigations may take a while to resolve and may include looking at what is supported by the earnings received by providers.
In most situations we will work with providers to resolve any potential violations and allow the provider to continue using Balancely. Please let us know if you see potential violations of our Terms and Conditions, report them.
We must comply with the economic sanctions and trade restrictions of all of the countries we operate in. These restrictions generally prohibit transactions involving:
● Certain geographic areas, such as Crimea, Cuba, Iran, North Korea, and Syria, or any individual or entity operating or residing in those places;
In order to protect our community, we take steps to ensure compliance with these regulations including, but not limited to:
● We prohibit access to Services while in certain geographic locations.
● Instructors and Content Providers are generally not allowed to offer benefits that originate from sanctioned areas.
● We may request additional information from you, or ask you to take other steps to help us meet compliance obligations.
● If we have reason to believe you are operating your account from a sanctioned location, such as any of the places listed above, or are otherwise in violation of any economic sanction or trade restriction, we may suspend, terminate or take other action on your account.
● You are also prohibited from using Balancely for the benefit of any organization, entity or person identified on a sanctions list.
You must obtain data network access necessary to use the Services. If you access or use the Services from a wireless-enabled device, be aware that data and messaging rates and fees from your mobile network may apply. To access and use the Services and Applications and any updates to them, you are responsible for acquiring and updating compatible hardware and devices. The Services are not guaranteed to function on any particular hardware or devices. Additionally, malfunctions and delays inherent in the use of the Internet and electronic communications may affect the Services.
You must not provide User Content that is unlawful, hateful, violent, defamatory, libelous, obscene, pornographic, or otherwise offensive, as determined by BalanceSoft, in its sole discretion, regardless of whether such material is protected by law. You acknowledge that BalanceSoft may, in its discretion, monitor, review, or remove User Content, at any time and for any reason, without notice to you.
You represent and warrant that either all User Content is solely and exclusively yours, or that you have all requisite rights, licenses, consents and releases to grant BalanceSoft the license to the User Content. You also represent and warrant that the User Content and your uploading, publishing and otherwise making available such User Content, including BalanceSoft’s use of the User Content as permitted herein, will not violate, infringe, or misappropriate a third party’s intellectual property or proprietary rights, or rights of privacy or publicity, or violate any applicable law or regulation.
Instructors may upload, publish and make available through the Services textual and visual content and information related to their yoga, fitness, and wellness services. Clients may publish and make available through the Services textual reviews and ratings of those Instructors whose yoga and other wellness programs Clients booked through the Services. Users may use the Services to provide feedback to BalanceSoft related to the Services and to initiate support requests. You keep complete ownership of all content you create, but you give us permission to use them on Services as part of Balancely. Make sure you have permission to use the content that you offer on Balancely as Services.
By providing User Content through the Services, you give BalanceSoft a perpetual, irrevocable, transferable, worldwide, royalty-free license, with the right to sublicense, to use, modify, copy, distribute, create derivative works of, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including, but not limited to, in connection with the Services and BalanceSoft’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.. The purpose of this license is strictly limited to allow us to provide and promote memberships or one-time pay per view options to your followers. You may not post creations that infringe others' intellectual property or proprietary rights. Members and clients may not use creations posted by providers in any way not authorized by the provider. You can’t create fake content or collect money for things you’re not actually doing. You cannot pretend to be or impersonate someone else by using the name, brand or works of another to deceive members.
Online or virtual classes and sessions are interactive in real-time with Instructors and you where the training and coaching takes place. These Sessions are recorded where only the Instructor may be visible and provide instruction or cues. If private sessions are recorded, they will be used in developing training plans (“Recordings”). Instructors may only use the private session Recordings they conducted for teaching training and improvement, and for developing future Session planning with you. Instructors may not disclose or use the Recordings for any other purpose.
In addition, our internal staff may view Recordings for review relating to the quality of the Training and for customer service and support, and for development of Teacher or Instructor training, but actual clips of the recordings would not be shown to other Instructors in connection with such training without your permission. If you do not want an Instructor to view your Training Session recording or want us to delete your Training Session recording, please contact us at firstname.lastname@example.org
You expressly consent to be recorded in connection with the private Sessions that you participate in through the Services.
15. Payments, Charges, Fees
a. For Clients:
As of the date stated above, the Service is provided to Clients for free, but Balancely reserves the right to implement fees for the Service at any time by providing you notice.
As a Client, you understand that your completion of a transaction using the Services will result in charges to you for the services you receive from your selected Instructor (“Charges”). Full payment will be charged to your credit card upon you booking a class or a session or purchasing any products or memberships. Charges will be inclusive of applicable taxes where required by law, but payment processing fee may be charged for certain services. Clients may select from packages, gift cards, monthly or annual subscriptions for use of the Classes and Services in booking Instructors or attending online, pre-recorded, or in-person classes. Subscriptions will be automatically renewed unless auto-renew is turned off at least 24 hours prior to the end of the current subscription period. Subscriptions may be managed by the Client and auto-renewal may be turned off by Client accessing Client’s Account Settings after purchase of a subscription. Balancely may suspend or terminate a client's account and/or limit access to our Services if payment is late and/or payment cannot be processed.
Current fee schedule is available at each Instructor’s Balancely profile page. Booked classes and sessions can be cancelled free of charge more than 12 hours in advance of session start time. Class or Session fee would be charged if cancelled within 12 hours of start time.
The fee schedule is subject to change at Instructors’ sole discretion. Changes in fees will not affect class packages or sessions that have already been paid for and booked.
If purchasing class or video packages offered by Instructors, packages must be used within the validity period or expiry date. You may be able to use credits from packages purchased from one Instructor to attend another Instructor’s classes as long as the base price for the classes is the same. In certain cases. you may be required to pay the difference between the base prices to use your package credits.
Our policy is No Refunds, though we will allow for some exceptions where refunds are granted in our sole discretion.
Balancely offers access to its Services and Activity. Subject to your payment of any applicable fees (including applicable taxes) and your compliance with all of the other terms Balancely specifies for the Service, Balancely grants you a non-exclusive, non-transferable, limited right and license, so long as the Classes and/or Content are available on the Service, to access, view, use, and display Classes and/or Content for non-commercial, private use.
As part of the online content, you will be able to view the content during the Viewing Period (as defined below). Once the Viewing Period has ended, you will no longer have access to the online content. For purposes of this paragraph the “Viewing Period“ shall mean the period of time from your payment of the rental fee of the VoD (“VoD Fee“) or as specified within the description of the Online content, whichever is later. As part of the Online classes, instructors may provide course materials that you may only use for your own personal, non-commercial use. You may not otherwise copy, reproduce, retransmit, distribute, publish, commercially exploit or otherwise transfer any material of content shared with you, nor may you modify or create derivative works related to such content.
b. For Instructors:
For the Instructors, the platform fee or % commission is dependent on the selected subscription model. The Transaction Fee which includes payment processing fee is dependent on the currency or the region. Depending on client location, some banks may charge you and your members or clients a foreign transaction fee for their membership subscription. Current subscription plans are available at this link, https://www.balancely.co/instructor-subscriptions
Billing for subscriptions, which provide you with access to Services, are billed on a periodic basis as specified at the time of purchase (e.g., monthly, quarterly, or yearly). Memberships do not include access to classes or content offered by other Instructors. Your Membership subscription will continue in effect on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription or the account or the Service is otherwise suspended or discontinued pursuant to this Agreement. If membership is cancelled or terminated before the end of the applicable billing cycle, Balancely will not reimburse the Instructor for the remainder of that paid month. Instructors may cancel their membership at any time. Membership must be canceled prior to the renewal date in order to avoid additional membership charges. At times, special prepaid membership packages will be available for purchase at varying lengths of time as specified at the time of purchase. Special prepaid memberships will be recurring and will renew automatically on the expiry date.
When you purchase a membership subscription, you will initially be charged at the rate applicable at the time of your agreement to subscribe. If Balancely later increases the price of the subscription, Balancely will notify you via email. 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.
The membership fee will be billed at the beginning of the paying portion of your membership and each month or quarter or year thereafter unless and until you cancel your membership. We automatically bill your payment method each month on the calendar day corresponding to the commencement of your paying membership. We reserve the right to change our billing timing, in particular, if your payment method has not successfully been charged.
For Free Trial for Membership subscription, 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“). Balancely 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. Balancely reserves the right to terminate any account that is using or trying to use more than one Free Trial. Because the Balancely service is offered in multiple time zones, for consistency, a “day“ for purposes of this Agreement begins at 12:00am Pacific Time and ends at 11:59p., Pacific Time of that same calendar day. It is very important to understand that you will not receive a notice from Balancely that your Free Trial has ended and that payment for your subscription is due. If you wish to avoid charges to your payment method, you must cancel your subscription prior to midnight Pacific Time on the last day of your Free Trial period.
No Sharing of Membership Subscriptions is allowed. Instructors and Clients of Balancely may not share, give or sell their password or username to any other person or entity. Excessive viewings or logins by any Instructor or member will be construed by Balancely as fraudulent use of the Service, which will result in the immediate cancellation of membership without refund. When becoming an Instructor or Member you agree to take all actions possible to protect your username and password from fraudulent use. Balancely reserves the right to cancel any membership it believes has been compromised, or is being used fraudulently, at its own discretion.
Payouts to Instructors are initiated through Stripe within 24-48 hrs. after the class or session is completed. For package purchases by clients, payouts are only initiated after the client uses credits from the packages to attend Instructor classes, sessions, or content. Fund transfer from your Stripe account to your bank is subjected to Stripe policies.
As an Instructor offering content you may make your membership available on Balancely for Services and provide membership to Clients on a subscription basis. Balancely will try to provide timely access to your funds, but you may occasionally experience delays in accessing your funds. We may also block or hold payments for violations of our policies or for compliance reasons, including collecting tax reporting information. When payments are delayed or blocked, we try to communicate the reason to you promptly. Sometimes activities like refunds can put your account balance into the negative. If your balance becomes negative, then we reserve the right to recover those funds from future payments.
Client’s current membership rate is locked in as long as your account is kept active. A Client can also cancel your membership at any time. In case a Client chooses membership or cancels the account, no refund(s) will be provided, and the client will be responsible for paying any balance due on the Account.
c. For both clients and Instructors
We may revise the pricing for products, services or features offered through the Site at any time. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. If there is a dispute regarding payment of fees to, or products or Services provided by, us, your Account may be closed, and your User Information may be disabled without warning or notice at our sole discretion.
YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED PRODUCTS, SERVICES OR FEATURES ARE NOT REFUNDABLE IN WHOLE OR IN PART AT THE SOLE DISCRETION OF BALANCE.
We may, from time to time, modify, amend, or supplement our fees and fee-billing methods, and such changes shall be effective immediately upon posting in these Terms or elsewhere on the Site.
16. Cancellation Policy
a. Private sessions, offerings and classes
If a private session is canceled by the Instructor before or after approval, Balancely will search for the nearest available instructors for the same time slot and forward the request to them. If the same time slot is not available, then Balancely will search for the nearest time slot available first and then sort by distance and send the request to that instructor. Balancely will send the new time and Instructor info to the client. If the client cancels the request or does not find an Instructor through the transfer process, a notification will be sent to the client and the concerned Instructor that the session has been cancelled. And the some % of session fee is refunded per the rules below:
● If the private session is rendered canceled because of ‘Balancely’, 100% of the session is refunded to Client.
● If the private session is rendered canceled because of the Client and is canceled within 1 hour of the session, only 50% is refunded and 50% is kept by Balancely as a transaction fee.
● If the private session is canceled because of the client r and is canceled before 24 hrs. of the session start time100% of the session fee is refunded.
● If an instructor cancels the session within 1 hrs. of the session, 10% transaction fee will be charged to the Instructor.
Payments are non-refundable and there are no credits for partially used periods. Following a cancellation, however, you will continue to have access to your Instructor Subscription & Membership through the end of your current billing period. You may cancel your Balancely subscription at any time for any reason. Following a cancellation, you will lose access to all classes you created during your membership at the end of your billing period. If you choose to sign back up as a member, your billing date will update to the day you paid.
Users understand that gratuities (tips, donations) are strictly voluntary and not part of the Services. As a Client, you are under no obligation to pay gratuities as part of the Services. Clients who have booked yoga, fitness and wellness sessions through the Services will have the opportunity to rate and review Instructors and donate or tip Instructors without any obligation.
As a User, you agree to indemnify and hold BalanceSoft and its officers, directors, managing members, members, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services; (ii) BalanceSoft’s use of your User Content; (iii) your breach or violation of any of these Terms; or (iv) your violation of the rights of any third party, including Third-Party Providers.
As a company based in the United States with operations in other countries, we must comply with economic sanctions and trade restrictions, including those implemented by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury. This means that Balancely cannot take part in transactions that involve designated people, places, or items that originate from those places, as determined by agencies like OFAC.
Physical exercise part of Activity in all of its forms and with or without the use of equipment such as blocks, straps or any other equipment that may be suggested by an Instructor with Balancely, is a strenuous physical activity. Accordingly, you are urged and advised to seek the advice of a physician before beginning any physical exercise regimen, routine, program or using any suggested equipment, shown in any of the video clips on the Service. Balancely is not a medical organization, and its Instructors or staff cannot give you medical advice or diagnosis. All suggestions and comments relating to the use of equipment, poses, moves and instruction are not required to be performed by you and are carried out at your election while viewing videos by Instructors on Balancely. Nothing contained in the Service should be construed as any form of such medical advice or diagnosis.
By using the Service, you represent that you understand that physical exercise involves strenuous physical movement, and that such activity carries the risk of injury whether physical or mental. You understand that it is your responsibility to judge your physical and mental capabilities for such activities. It is your responsibility to ensure that by participating in Activity from Balancely, you will not exceed your limits while performing such Activity, and you will select the appropriate level of activity for your skills and abilities, as well as for any mental or physical conditions and/or limitations you have. You understand that, from time-to-time instructors may suggest physical adjustments or the use of equipment and it is your sole responsibility to determine if any such suggested adjustment or equipment is appropriate for your level of ability and physical and mental condition. You expressly waive and release any claim that you may have at any time for injury of any kind against Balancely, or any person or entity involved with Balancely, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.
The Service may include tools that enable users to arrange in-person meetings. Balancely is not involved in arranging or supervising meetings and has no control over who attends meetings or the actions of any individual at any meeting. Please use caution and good judgment when arranging or attending meetings.
You agree that you bear all risk associated with any sessions you attend, and you agree to release Balancely (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Service or any meeting you attend. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
You are solely responsible for all fees charged by your telecommunications service provider or any other service provider related to your use of the Service, including without limitation any SMS / text messaging fees, data charges, and other fees.
We reserve the right to modify these Terms and/or any other guidelines or policies affecting the Site at any time and may do so from time to time. Such revisions will become effective upon the earlier of: (i) posting of the revisions to the Site, or (ii) distribution of the revisions by any written contact method we have with you, including by email. For this reason, please visit this page on a regular basis and check the “Last Updated” date at the top of these Terms to ensure you are familiar with the most recent version of these Terms. Your Use of the Site after the effective date of the revisions signifies your acceptance of any such revisions. If you do not agree, you must stop using the Site immediately
We may, either partially or in its entirety and without being obligated to provide prior notice, modify, adapt or change the Site and/or any of its Services, features, the user interface and design, the extent and availability of the Content in or on the Site and any other aspect related to the Site. You will have no claim, complaint or demand against us for applying such changes or for failures incidental to such changes.
You agree that we may assign any of our rights, and/or transfer, sub-contract or delegate any of our obligations under these Terms, and the assignment of any such rights, benefits or obligations will be binding upon and inure to the benefit of our successors and assigns. Your agreement to these Terms is personal to you as an individual, and so you may not transfer or assign your rights and obligations under this Agreement to any third party without our prior written consent.
The headings in these Terms are for convenience only and have no legal or contractual effect.
It is the express wish of the parties that this agreement and any and all related documents be stated in English. To the extent any agreement or other document is prepared in a language other than English, and there results a conflict between the English version and the version in the other language, the English version shall govern.
Services may become unavailable (i) due to scheduled maintenance notified to Clients and Instructors at least twenty four (24) hours in advance via Balancely status page located at https://www.balance-withus.com or other reasonable means; (ii) due to unscheduled maintenance notified to Client and Instructors at least one (1) hour in advance via Balancely status page located at https://www.balance-withus.com or other reasonable means; (iii) caused by factors outside of BalanceSoft’ reasonable control, including any force majeure event, Internet access or related problems beyond the demarcation point of BalanceSoft’ servers; (iv) caused by network intrusions or denial of service attacks; (v) caused by any action or inaction of Client or Instructor; (vi) arising from Client’s or Instructor’s equipment, software, or other technology, and/or third party equipment, software and/or technology (other than third party equipment).
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BALANCESOFT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, BALANCESOFT MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY REGARDING THE QUALITY, TIMELINESS, RELIABILITY, AVAILABILITY, OR SUITABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES. ADDITIONALLY, BALANCESOFT MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. BALANCESOFT DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, OR ABILITY OF THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
YOU REPRESENT THAT YOU ARE OF GOOD HEALTH AND HAVE CONSULTED WITH A HEALTHCARE PROFESSIONAL REGARDING YOUR ABILITY TO ENGAGE IN YOGA AND OTHER WELLNESS CLASSES, WORKSHOPS, AND SESSIONS OFFERED BY INDEPENDENT CONTRACTOR INSTRUCTORS THRU BALANCELY.
BALANCESOFT SHALL NOT BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING PERSONAL INJURY, LOST DATA, LOST PROFITS, OR PROPERTY DAMAGE, IN CONNECTION WITH, RELATED TO, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF BALANCESOFT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR INJURY. BALANCESOFT SHALL NOT BE LIABLE FOR ANY LIABILITY, LOSSES, OR DAMAGES ARISING OUT OF: (i) YOUR INABILITY TO ACCESS OR USE THE SERVICES OR YOUR USE OR RELIANCE ON THE SERVICES; OR (ii) ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF BALANCESOFT BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BALANCESOFT SHALL NOT BE LIABLE FOR FAILURE OR DELAY IN PERFORMANCE RESULTING FROM CAUSES BEYOND BALANCESOFT’S REASONABLE CONTROL. BALANCESOFT’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, INJURIES, LOSSES AND CAUSES OF ACTION SHALL IN NO EVENT EXCEED THREE HUNDRED U.S. DOLLARS (US $500).
YOU AGREE THAT BalanceSoft IS NOT RESPONSIBLE OR LIABLE TO YOU RELATED TO ANY SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THESE LIMITATIONS AND DISCLAIMER DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree that any dispute, controversy, or claim arising out of or relating to these Terms or the validity, enforcement, breach, termination, or interpretation thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration between you and BalanceSoft, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and BalanceSoft are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and BalanceSoft otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Arbitration” section will be deemed void. Except as provided in the preceding sentence, this “Arbitration” section will survive any termination of these Terms.
Arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration section. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. The Federal Arbitration Act will govern the interpretation and enforcement of this Arbitration section. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form Demand for Arbitration. The arbitrator will either be an attorney licensed to practice law in the state of Arizona and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators, or a retired judge. If the parties are unable to agree upon an arbitrator within five (5) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Unless you and BalanceSoft otherwise agree, the arbitration will be conducted in Phoenix, Arizona, USA. If your claim does not exceed $25,000, then the arbitration will be conducted solely on the basis of documents you and BalanceSoft submit to the arbitrator. If your claim exceeds $25,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorney fees and expenses, to the extent provided under applicable law. If BalanceSoft prevails in arbitration, it will be entitled to an award of attorney fees and expenses, to the extent provided under applicable law. Your responsibility to pay any AAA filing, arbitrator or administrative fees will be solely as set forth in the AAA Rules.
These Terms are governed by and construed in accordance with the laws of the State of Arizona, USA, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
You may not assign these Terms without BalanceSoft’s prior written approval. BalanceSoft may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of BalanceSoft’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, BalanceSoft or any Third-Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. BalanceSoft’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BalanceSoft in writing.
Claims of copyright infringement should be sent to BalanceSoft’s DMCA designated agent.
Notice by BalanceSoft may be given by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).
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