ESSENTRICS Website and VIMEO OTT Terms of Agreement
Essentrics.com Terms and Conditions
The following Terms and Conditions (the “Terms”) are applicable to the ESSENTRICS® website found at www.essentrics.com and all other current and future websites, mobile sites, mobile applications, features, services and/or programs owned and operated by The Esmonde Technique, including the Essentrics store, Streaming, Instructor Portal, and Find a Class (referred to as the “Website”).
Your use of this Website is subject to the Terms described below; Please read these Terms carefully before using this Website.
By using or accessing any part of this Website (as a visitor (unregistered and browsing) or as a registered user) and/or by clicking the “Accept” check box/button on the Vimeo OTT login pop-up page, on any registration page, you are agreeing to be bound by these Terms. If you do not agree to ALL Terms, you are not permitted to use the website or to subscribe/use its services, please do not use the Website and leave this page immediately. We reserve the right to amend these Terms at any time. If you continue to use the Website after any changes in the Terms, you agree to and accept any and all alterations. You also agree that it is your responsibility to monitor the Website for the posting of modifications and to review them at your discretion. If any updates are required in your software or equipment, you are solely responsible for any expenses, the Website is not liable for any additional expenses you may incur.
MEDICAL AND HEALTH CONCERNS
The Website contains Content with information and instruction relating to fitness and health for your personal use. You agree that the following warning and disclaimer apply to all content, services and products available and promoted by this Website. Before beginning any exercise or fitness program, we strongly recommend that you consult your physician or other healthcare professional prior to starting this or any exercise program to determine if it fits your needs, especially if you are pregnant or have a pre-existing condition. Do not start this fitness program if your physician or health care provider advises against it.
This website is intended to offer fitness and health information strictly for educational purposes and any information on this website is used at your own risk. This information does not replace or act as a substitute for medical advice from a professional, treatment or diagnosis. Any questions or concerns you may have your health, should be addressed with a physician or other health-care professional. Nothing contained on this Website should be considered as medical advice or diagnosis. If you are experiencing any discomfort or pain as a result of the exercise routine you must stop the activity immediately and seek medical attention. Never delay or avoid seeking health or medical advice from a health-care professional as a result of something you might have read on this website.
You are responsible for evaluating your own physical and medical condition, as well as that of your clients, and for determining independently whether to follow, use or perform any of the content or information on this website. You acknowledge and agree that any fitness program can result in injury; by undertaking any exercise displayed on this website or in the content distributed by this company voluntarily, you are assuming the risk of any resulting physical injury and/or death to you, anyone you share this program with, or your clients.
Changes in medical research could affect the fitness and health information appearing on this website. There is no claim or guarantee that the information portrayed on this website will include the most up-to-date developments or findings regarding the material.
Visitors to the Website are only able to see limited parts of the website. Full access to the website and its services and features are reserved for registered/paid members. If you wish to become a member of this Website, you agree to provide factual, current and true information. You are obligated by law to keep your user information updated and accurate. If you provide any information that is inaccurate or incomplete, we reserve the right to suspend or terminate your account and refuse all current or future access to the Website and its services. By registering to use this Website, you indicate that you are of the age of majority. (Our website is not targeted toward children and we do not knowingly collect information from individuals under the age of legal consent.)
PASSWORD AND SECURITY
You are solely responsible for the confidentiality of your password and your account information as well as any and all activity that occurs under your account name. You agree to notify the Website of any unauthorized use of your account and any breaches in security. You may be held liable for any losses that are incurred by the Website due to the misuse of your account.
You may not share your account, password or username with any other person. Excessive viewing and logins may be deemed as fraudulent and your account may be terminated or suspended at the discretion of the Website without refund.
TAXES, DUTIES and ADDITIONAL FEES
Sales taxes are not included in prices within Canada. Taxes are calculated according to the current tax rate of the province that appears as your billing address. No sales taxes apply to US orders.
Additional credit card International fees: We are a Canadian company, so although you are charged in US dollars, some credit card companies will still consider us as foreign and may charge an international fee ( ± 1%). We are not responsible for credit card conversion fees, foreign fees or banking fees. Please contact your bank directly with questions regarding these fees.
International orders ( outside of the United States and Canada) may be subject to additional customs, duties, or taxes. These charges will be in addition to any shipping and handling fees that we have charged you. These additional fees will be determined by the destination countries Customs Officers at point of entry into the country and are usually required to be paid upon delivery. Charges are based on the value of the merchandise and are usually less than sales tax. It is the customers responsibility to pay these charges if deemed necessary.
The Essentrics TV platform price includes all taxes. The cost of a monthly membership in Canadian Dollars excluding taxes by Province is as follows:
British Columbia: $14.95
New Brunswick $14.56
Newfoundland and Labrador $14.56
Northwest Territories: $15.95
Nova Scotia $14.56
Prince Edward Island: $14.56
The Esmonde Technique and the Website hereby grant you a nonexclusive, non-transferable, limited, non-commercial revocable right to use the Website, solely for your own personal use. The content on the Website is the property of The Esmonde Technique. The content includes but is not limited to the trademarks, ESSENTRICS workouts, style of the Website as well as the presentation. Site Content may not be downloaded, copied, stored, modified, translated, broadcast, transmitted, distributed, performed, published, displayed or made available beyond the confines of the Website and Terms for any purpose whatsoever. These limitations are considered under the terms of Fair Use according to copyright law. Unauthorized or inappropriate linking to the Website is prohibited.
You must not film, record, stream live video, create DVDs or reproduce Essentrics workouts or classes in any manner. Essentrics videos, DVDs, Instructor materials and Pre-Choreographed Workouts (PCWs) are fully protected under U.S. copyright laws, and any unauthorized duplication, exhibition, distribution or use without prior approval from the Esmonde Technique is prohibited.
This includes and is not limited to:
• Facebook Live video
• Facebook video (Regular)
• Instagram Story
• Instagram Live video
• Instagram video (regular)
• YouTube Live Video
• YouTube Video (Regular)
• Facetime /Skype
• Your own personal website
Hosting private or group Essentrics® classes via Skype, Facetime, Live Video or any other communication/media platform, is not allowed due to Federal copyright laws. Strictly individuals who are registered to the Essentrics Certification program (“Licensees”) have the license and right to teach live classes, and to use the Essentrics® Workout name.
TERMS AND TERMINATON
These Terms are in full effect as long as they are posted on the Website. The Terms may be modified but you agree to acknowledge that they remain in full force. You may request to remove your account on our Website at any time by contacting us. The Esmonde Technique reserves the right to terminate/suspend/disable/cancel your account/membership/registered user status at any time, with or without notice to you, with or without cause, and without liability to you.
DISCLAIMER OF WARRANTIES
This website is offered “as is”, and neither The Esmonde Technique nor its directors, officers, partners, agents, employees, suppliers or affiliates make representations of warranties of any kind.
INDEMNIFICATION AND RELEASE
COPYRIGHT AND TRADEMARKS
The trademarks, logos and displayed Content on the Website are proprietary, use of which is licensed exclusively to The Esmonde Technique. The Esmonde Technique is the authorized licensee of all text and all graphics contained on the Website. You may not use any of the Content on the Website without explicit permission from The Esmonde Technique.
Notwithstanding any other Terms, The Esmonde Technique shall not be liable for failure to perform hereunder if such failure is caused by an occurrence beyond our reasonable control, including but not limited to: fire, flood, strike, power outage or other industrial disturbance, failure of transport, denial of service attack, accident, war, riot, insurrection, acts of God or acts of civil or military authority.
These Terms are construed under the ways of the province of Quebec, Canada. Any legal action will be filed in the province of Quebec, and you hereby consent and submit to the personal jurisdiction of such courts for the purpose of litigating any action at low or in equity arising out of or relating to your use of the Website or these Terms.
CONSENT TO THESE TERMS
By accessing and using the Website as a visitor or as a registered member you are consenting to and acknowledging these Terms. If you have any questions or comments please send them to [email protected]
The Esmonde Technique
Attn: Customer Service
426 Ste-Helene, Suite 300
Montreal, QC. Canada.
Copyright 2019 The Esmonde Technique. All Rights Reserved.
VIMEO OTT Terms of Service
Last updated: Jan 8th, 2019
This Terms of Service Agreement (“Agreement”) is between you and VHX Corporation (for the purposes hereof, “Vimeo,” “we” or “us”), a subsidiary of Vimeo, Inc. The Agreement governs your use of our service (the “Vimeo OTT Service”), which allows consumers like you to purchase video programs (“Programs”) and subscriptions to video channels from content producers (“Producers”) through Producer websites and applications that we power.
When you use the Vimeo OTT Service by, for example, making a purchase, creating an account with us or a Producer, or using a Producer website or application, you agree to this Agreement. Please note that by accepting this Agreement, you agree to resolve claims between you and Vimeo and applicable Producers through binding arbitration.
To make a purchase, you must create an account with Vimeo and the Producer. Each time that you make a purchase with a new Producer, you must create an account with that Producer.
To create an account, you must provide a valid email address. You represent and warrant that all information you provide is accurate. You are solely responsible for maintaining the security of your account and for all activity that occurs under your account. You must notify us immediately if you suspect any unauthorized access to or use of your account.
You may not create an account if you are younger than 16 years of age. By creating an account, you represent that you are at least 16 years of age. Individuals younger than 16 may only view Programs via their parent or legal guardian's account, and with that adult's consent, permission, supervision and involvement.
By creating an account with a Producer, you agree that the Producer will have access to your account information and account activities, such as the viewing and purchase of the Producer’s Programs. Producers are subject to our Acceptable Consumer Privacy Practices Policy. Vimeo is not responsible for a Producer’s use or disclosure of your data.
PROGRAM VIEWING AND TRANSACTION OPTIONS
Producers may offer the following purchase options through Producer-branded websites and applications:
- Rental: After paying the stated fee, you may stream the Program an unlimited number of times during the stated rental period.
- Purchase: After paying the stated fee, you may stream the Program an unlimited number of times; if offered by the Producer, you may download the Program.
Subscription: For a recurring fee, you may stream the Programs offered within a Producer’s subscription channel an unlimited number of times during your subscription period. The Producer may add or remove Programs from the channel at any time.You are responsible for obtaining Internet access and a compatible, Internet-connected device to stream and/or download Programs via Producer websites and applications. The quality of your viewing experience depends on a number of factors, including your viewing device and the quality of your Internet connection.
To make a purchase, you must provide a valid payment method. Subscriptions automatically renew for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. If a Purchaser offers a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period. To pause or cancel a subscription, visit your account settings. Your changes will be applied to your next subscription period.
We may apply taxes, including VAT (value-added tax), to any charges. Prices and other terms of purchase are subject to change. If a Producer provides you access to a Program on a free basis, such access will be deemed a “purchase” for the purpose of this Agreement.
ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.
LICENSES AND INTELLECTUAL PROPERTY
License to Programs: Subject to the terms hereof, you have the right to stream and/or (if offered) download for your personal entertainment purposes: (i) Programs that you have rented during the stated rental period; (ii) Programs that you have purchased; and (iii) Programs made available within a channel that you have subscribed to during your subscription period.
You may not resell streams or downloads, use any Program for any commercial purpose, redistribute or retransmit any Program, publicly perform or display any Program, or make derivative works from any Program. All rights not expressly granted herein are reserved by the applicable Producer.
Vimeo OTT Service: Subject to the terms hereof, Vimeo grants you permission to use the Vimeo Service, for the purpose of purchasing and viewing Programs for your personal entertainment. All rights not expressly granted by Vimeo are reserved.
If you download a Producer application that we power (an “app”) that operates on a third party platform (e.g., iOS, Roku): (i) you have the right to use such app for your personal, non-commercial use on devices permitted by the platform operator; (ii) as between Vimeo and the platform operator (but without creating any obligation by Vimeo), Vimeo shall be responsible for the apps and their content and providing any warranty, support, or indemnification with respect to such apps as required by law; and (iii) the platform operator shall have the right to enforce the terms of this clause with respect to your use of the app.
Your Content: To the extent that you submit any content to Vimeo, you grant Vimeo an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. If you provide any feedback about improving Vimeo, we will have the right to use your feedback without compensation to you. You represent and warrant that any content you submit to Vimeo does not, and will not, violate any law or any third party’s rights, including any intellectual property rights.
Third Party Rights (Copyright Policy): We take claims of copyright infringement seriously. Any party that believes that its copyrights (or other intellectual property) have been infringed is directed to file a takedown notice pursuant to our Copyright Policy.
ACCEPTABLE USE POLICY
In using the Vimeo OTT Service, you will not:
- Scrape, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Vimeo OTT Service or any source code therein;
- Attempt to circumvent any technical measures (including digital rights management) that we may employ;
- Take any measures to interfere with or damage the Vimeo OTT Service;
- Use the Vimeo OTT Service to transmit tortious, unlawful, infringing, and otherwise objectionable content;
- Spam or harass Vimeo or any other user;
- Use any fraudulent, deceptive, or misleading practices;
- Collect personal information about Producers or other Vimeo users;
- Engage in any commercial activities except as permitted by us; or
- Engage in any illegal activities.
TERM AND TERMINATION
This Agreement begins when you first use the Vimeo OTT Service. You may terminate this agreement at any time by deleting your account(s). We reserve the right to terminate your account or restrict access to your account for any reason, including your breach of this Agreement.
YOUR USE OF THE VIMEO OTT SERVICE AND ANY PROGRAM IS AT YOUR OWN RISK. VIMEO PROVIDES THE VIMEO OTT SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PRODUCERS PROVIDE PROGRAMS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.
VIMEO AND EACH PRODUCER DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Without limiting the above, Vimeo makes no representations or warranties concerning:
- The availability of the Vimeo OTT Service in a particular jurisdiction.
- The availability of the Vimeo OTT Service for any particular device, operating system, or browser.
- The continued support for a particular feature of the Vimeo OTT Service.
- The viewing quality of any Program. Vimeo does not guarantee that you will be able to use the Vimeo OTT Service or view any Program uninterrupted or error-free.
- The content of any Program or the suitability of any Program for any audience. All opinions and statements expressed by or in Programs (or related materials) are those of the Producer and/or persons involved in the production of the Program, not Vimeo.
- The continued availability of any Program or the availability of particular Program within a subscription channel.
- Any Producer’s actions or omissions with respect to your personal information.
Producers may provide links to other Producer websites or third party websites. Vimeo is not responsible for the content of, or any interactions or transactions that may take place on or through, any such website.
LIMITATION OF LIABILITY
To the maximum extent permitted by law, Vimeo, its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Producers) shall not be liable for (i) any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, data, or other intangible losses; (ii) damages relating to any dispute between you and a Producer or other Vimeo user; or (iii) damages exceeding the greater of USD $100 or the amounts paid by you to Vimeo over the 12 months preceding the filing of your claim. The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Vimeo (or a Producer) has been informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose.
Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.
You shall indemnify, defend, and hold harmless Vimeo and its parent, directors, officers, employees, representatives, consultants, agents, suppliers, and partners (including Producers) from any liability, claim, demand, damages, losses, and costs (including attorneys’ fees) arising from: (i) your unauthorized use of any Program; (ii) your breach of this Agreement or violation of any law or third party right; or (iii) any content that you upload or submit to us.
BINDING ARBITRATION AND GOVERNING LAW
Binding Arbitration with Vimeo: You and Vimeo agree that any dispute between you and Vimeo arising out of or relating to this Agreement or your use of the Vimeo OTT Service shall be resolved by BINDING ARBITRATION administered by JAMS.
Binding Arbitration with Producers: To the extent that the Producer has agreed to resolve disputes with consumers through arbitration in its agreements with Vimeo, you agree that any dispute with a Producer arising out of or relating to your purchase or viewing of a Producer’s Program or subscription channel shall be resolved by BINDING ARBITRATION administered by JAMS.
Waiver of Class Action Claims: By agreeing to arbitrate your claims against Vimeo and Producers, (i) YOU GIVE UP YOUR RIGHT TO GO TO COURT AND HAVE YOUR CLAIMS TRIED BY A JUDGE OR JURY (except for matters that may be taken to small-claims court); and (ii) YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.
Right to Bring Small Claims Actions: The one exception to the exclusivity of arbitration (whether against Vimeo or a Producer) is that you have the right to bring an individual claim in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain any class action, class arbitration, or other representative action or proceeding.
Arbitration Rules: The arbitration proceeding shall be governed by the then-effective JAMS’ Comprehensive Arbitration Rules or Streamlined Arbitration Rules, depending on the amount in dispute, and JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses. You have the right to a fair hearing before a neutral arbitrator and the opportunity to participate in the process of choosing the arbitrator. The arbitrator shall have the right to award all remedies that court may award.
Court Proceedings: Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation (except for small-claims court actions) shall be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes an action and, to the extent permitted by law, both Vimeo and you WAIVE ANY RIGHT TO A TRIAL BY JURY in such an action.
Governing Law: This Agreement shall be governed by the laws of the state of New York without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
No Waiver: The failure of Vimeo (or any Producer) to exercise or enforce any term of this Agreement will not constitute a waiver of such term.
Provisions Severable: If any term of this Agreement is held invalid or unenforceable, that term will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining terms will remain in full force and effect.
Interpretation: Headings are provided for convenience and shall not be used to construe the terms hereof.
Assignment: This Agreement is binding on the parties and their successors, heirs, and permitted assigns. This Agreement is not assignable or transferable by you without our prior written consent.
Relationship: The parties are independent contractors as to one another. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
No Third Parties: No third parties shall have any rights under this Agreement, except that Producers may enforce the terms herein against you, and indemnified parties may enforce indemnification rights.
Force Majeure: Neither Vimeo nor any Producer shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.
U.S. Export Compliance: You may not use the Vimeo OTT Service if (i) you are personally subject to U.S. government sanctions or (ii) you are located in a country that is subject to U.S. Government sanctions such that your use of the Vimeo OTT Service would violate U.S. law. You represent and warrant that you are not subject to such sanctions.
Notices: You agree to receive notices via the email address that you used to create an account or via the Vimeo website.
Entire Agreement: This Agreement incorporates the following agreements and policies by reference:
Except as set forth above, links to pages on the Vimeo website or any third party materials are for convenience only and do not form part of this Agreement.
This Agreement sets forth the entire understanding between you and Vimeo concerning your use of the Vimeo OTT Service and supersedes all prior agreements regarding the same. This Agreement may only be modified by us. Any changes will be posted to the Vimeo website and will apply prospectively.
Contact Us: If you have any support questions, please contact us at [email protected]. For all other questions regarding this Agreement, please contact us at:
555 West 18th Street
New York, New York 10011
Attn: Legal Dept.