Activ Life Ltd. - Online Terms & Conditions

These Terms & Conditions of Use (this "Agreement") relate to the website of Activ Life Ltd. (such entity, "AL" and such website, the "Website"). The Website is owned by AL.

This Agreement applies to: (1) all of the products, services and websites offered by AL, including, but not limited to, the Website; (2) mobile, tablet, internet television, or other digital or electronic versions of the AL video streaming platform; (3) any AL software; and (4) any applications created by AL whether available through a social networking site or its subsidiaries or affiliated companies (collectively, the "Service").

Please note that the availability of any AL applications on a social networking site, mobile or tablet device, internet television or other technology platform does not indicate any relationship or affiliation between AL and such social networking site, mobile or tablet device, or internet television or other technology platform.

1. ACCEPTANCE OF TERMS

This Agreement sets out the terms on which AL makes available the Service to you. By using the Service, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Service) 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. Continued use of the Service indicate acceptance of this Agreement (and all terms and conditions contained herein). We will post a notification on the Service in the event of any material changes to this Agreement. Such changes, whether in the form of modifications, additions, or deletions, shall be effective when specified in the relevant notification or, if the change is immaterial, immediately upon appearing on the Service. Your continued use of the Service following our posting of any changes to this Agreement means that you accept those changes and otherwise, the Agreement.

2. GENERAL REGISTRATION REQUIREMENTS

If you wish to become a Member, communicate with other Members and/or otherwise make use of the Service, you must read this Agreement and indicate your acceptance during the Member registration process. In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form available on the Website (the "Registration Data"); and (b) maintain and promptly update your Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, AL reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion of the Service) at any time. AL's Materials (as defined in clause 10 of this Agreement) and AL's Content (as defined in clause 6 of this Agreement) on the Service (collectively, "AL Content") is provided to you "as is" for your information and personal use only and 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 AL. Other than rights expressly granted to you, AL reserves all rights in and to the Service and the AL Content.

You may access Website and Content as available: (A) for your information and personal use; (B) as intended through the normal functionality of the AL Service; and (C) for Streaming ("Streaming" or "Stream" means a contemporaneous digital transmission of an audiovisual work via the Internet from the AL Service to a user's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the user). Accessing videos via the Service for any purpose or in any manner other than Streaming is expressly prohibited.

3. HEALTH DISCLAIMER

Physical exercise, 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 AL instructor, is a strenuous physical activity. Accordingly, we recommend that you seek the advice of your doctor before beginning any physical exercise regimen, routine, program or using any suggested equipment, shown in any of the video clips on the Service. AL and its instructors 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 AL videos. 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 classes, courses, programs, and activities from AL, 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 AL, or any person or entity involved with AL, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.

4. MINORS

AL's content is not directed to persons under eighteen (18) years of age, and by providing information about yourself to AL you are representing that you are eighteen (18) years of age or older. You must be at least eighteen (18) years of age to become a Member and purchase Services. By agreeing to this Agreement during the sign-up process, you represent and warrant that you are legally able to enter into any and all agreements with AL and its partners, vendors, agents and service providers.

5. MEMBER ACCOUNT, PASSWORD AND SECURITY

If you register on the Service, you will be required to choose a password and user name, and you may be asked for additional information regarding your account, such as your e-mail address. You are responsible for maintaining the confidentiality of your password and account information, and are fully responsible for all activities that occur under your password or account. You agree to: (a) immediately notify AL of any unauthorised use of your password or account or any other breach of security; and (b) ensure that you log out from your account at the end of each session. Each registration is for a single user only, unless otherwise expressly provided on the registration page. You may never use another Member's account without prior authorisation from AL. AL will not be liable for any loss or damage arising from your failure to comply with this Agreement.

6. PROHIBITED CONDUCT

You agree not to use the Service to post or otherwise transmit information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (individually and collectively, the "Content") that:

• interferes with or disrupts the Service;
• is inaccurate, irrelevant, or inappropriate for the purposes of the Service;
• harasses or advocates harassment of another person;
• exploits people in a sexual or violent manner;
• contains nudity, violence, pornography, sexually explicit material or offensive subject matter;
• provides any telephone numbers, street addresses, last names or email addresses of anyone other than your own;
• promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• violates any intellectual property or other proprietary right of any third party, including Content that promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
• involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing, instant messaging, "spimming", or "spamming";
• contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
• solicits passwords or personal identifying information from other Members;
• involves commercial activities and/or sales without AL's prior written consent, such as contests, sweepstakes, barter, advertising, and/or pyramid schemes;
• includes a photograph of another person that you have posted without that person's consent or otherwise constitutes an invasion of an individual's privacy or infringement of publicity rights;
• denigrates, ridicules, or demeans another person; or
• contains a virus or other harmful component.

In addition, you may not: (a) use any "deep link", "page scrape", "robot", "spider", or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Service or in any way reproduce or circumvent the navigational structure or presentation of the Service to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Service: (b) attempt to gain unauthorised access to any portion or feature of the Service or any other systems or networks connected to the Service or to any AL server or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate or prohibited means; (c) probe, scan, or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service; (d) reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Service; (e) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or AL's systems or networks or any systems or networks connected to the Service; (f) use any device, software, or routine to interfere with the proper working of the Service or any transaction conducted on the Service, or with any other person's use of the Service; (g) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to AL on or through the Service; or (h) use the Service in an unlawful manner.

7. TERMINATION OR SUSPENSION OF ACCOUNT

If AL determines in its sole discretion that you are violating any of the terms of this Agreement, AL may: (1) notify you, and (2) use technical measures to block or restrict your access or use of the Service. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) the Service, and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use. If AL terminates your account or suspends or discontinues your access to the Service due to your violations of this Agreement, then you will not be eligible for any credit, refund or discount or other consideration.

8. PRESERVATION/DISCLOSURE

You acknowledge and agree that AL may access, preserve and disclose your account information or Content posted by you if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process nationally or internationally; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; (e) protect the rights, property or personal safety of AL, its Members and the public; or (f) pursuant to the terms of any privacy policy adopted from time to time by AL.

9. SECURITY COMPONENTS

You understand that the Service and software embodied in the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by AL and/or content providers who provide content to AL. You may not attempt to override, disable, circumvent or otherwise interfere with any such security components and usage rules embedded into the Service.

10. PROPRIETARY RIGHTS

Materials on the Service, including, without limitation, names, logos, trademarks, images, text, columns, graphics, videos, photographs, illustrations, artwork, software and other elements (collectively, the "Materials") are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by AL or by third parties that have licensed or otherwise provided their material to AL. You acknowledge and agree that all Materials on the Service are made available to you for limited, non-commercial and personal use only. Except as specifically provided herein or elsewhere on this Service, no Material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, by any person or entity, without AL's prior express written consent. You may not add, delete, distort, or otherwise modify the Material. Any unauthorized attempt to modify any Material, to defeat or circumvent any security features, or to utilise the Service or any part of the Material for any purpose other than its intended purposes is strictly prohibited.

11. NON-COMMERCIAL USE

The Service may not be used in connection with any commercial purposes, except as specifically approved by AL. Unauthorised framing of or linking to any of the Service 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.

12. AL AND THIRD PARTIES

Our Service contains AL Content, and Content of third party licensors to AL, which is protected by copyright, trademark, patent, trade secret and other laws. AL owns and retains all rights, title and interest in the AL Content. AL hereby grants to you a limited, revocable, non-sublicensable license to Stream and/or view the AL Content and any third party Content located on or available through the Service (excluding any software code) solely for your personal, non-commercial use in connection with viewing and using the Service. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, make available, or sell any Content appearing on or through the Service.

13. MODIFICATION/SUSPENSION/DISCONTINUATION OF CONTENT

We regularly make changes to the Service. The availability of the Content, as well as platforms and compatible devices through which devices are available, will change from time to time. AL reserves the right to replace or remove any Content and the platforms available to you through the Service, including specific titles of Content, and to otherwise make changes in how we operate the Service. Additionally, you agree that for various reasons, certain Content may be available through one platform may not be available on another. We hope not to, but we may change, suspend or discontinue - temporarily or permanently - some or all of the Service (including the Content and compatible devices through with the Service is accessed, with respect to any or all users, at any time without notice. In our continued assessment of the Service, we may from time to time, with respect to any or all of our users, experiment with or otherwise offer certain features or other elements of the Service, including promotional features, user interfaces, plans, pricing, and advertisements. You acknowledge that AL may do so in AL's sole discretion at any time without notice.

14. MEMBERSHIP SUBSCRIPTION FEES

AL offers membership subscription-based access to its classes and other video content (each a "Class" and together, the "Classes"). AL reserves the right to cancel, interrupt, or reschedule any AL Content or Class. Subject to your payment of any applicable fees and your compliance with all of the other terms AL specifies for the Service, AL grants you a non-exclusive, non-transferable, limited right and license, so long as the Classes are available on the Service, to access, view, use, and display Classes for non-commercial, private use.

Billing for Membership to Classes. Memberships, which provide you with access to Classes, are billed on a periodic basis as specified at the time of purchase (e.g., monthly, quarterly, or yearly). From time to time, there may be various online courses, workshops, classes or other video content that is not accessible as part of a Membership (and which requires an additional payment of membership plan to access). 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, AL will not reimburse the Member for the remainder of that paid period. Members may cancel their membership at any time. Membership must be cancelled 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. The terms of any such special prepaid memberships may be recurring and may renew automatically on the expiry date.

Pricing for Membership Subscriptions. When you purchase a membership subscription, you will initially be charged at the rate applicable at the time of your agreement to subscribe. If AL later increases the price of the subscription, AL 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 3 days' prior notice before the charge is made. If you are given less than 3 days' prior notice, the price increase will not apply until the payment after the next payment due.

No Sharing of Membership Subscriptions. Members of AL 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 AL as fraudulent use of the Service, 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. AL reserves the right to cancel any membership it believes has been compromised, or is being used fraudulently, at its own discretion.

15. TERM AND TERMINATION

This Agreement shall remain in full force and effect for so long as it is posted on the Website. You may terminate your membership at any time, for any reason, by following the instructions on the Website. AL reserves the right to terminate your account or your access to the Service immediately, with or without notice to you, and without liability to you, if AL believes that you have breached any of the terms of this Agreement, furnished AL with false or misleading information, or interfered with use of the Service by others.

16. LIMITATION ON LIABILITY

In no event shall AL, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential loss or damages whatsoever resulting from any (I) errors, mistakes, or inaccuracies of content, (II) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Service, (III) any unauthorised access to or use of AL secure servers and/or any and all personal information and/or financial information stored therein, (IV) any interruption or cessation of transmission to or from the Service, (V) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Service by any third party, and/or (VI) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the Service, whether based on warranty, contract, tort, or in any other way.

17. EXCLUSIONS AND LIMITATIONS

Those who access or use the Service 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 above limitations of liability may not apply to you. However, to the maximum extent permitted by law, all other provisions of this Agreement will remain in full force and effect.

18. INDEMNITY

You agree to indemnify and hold harmless AL, 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 any legal fees and costs) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your submissions of Content caused damage to a third party.

19. ADDITIONAL TERMS

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 Service, to obtain certain premium Content through the Service, or for other reasons. These additional terms are part of this Agreement, and you agree to comply with them

20. VOLUNTARY DISCONTINUATION OF SERVICE

We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently the Service (or any part of the Service) 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.

21. ASSIGNMENT

This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by AL without your consent.

22. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties in relation to their subject matter. No party can rely on an earlier document, or anything said or done by another party, or by a director, officer, agent or employee of that party, before this Agreement became effective.

23. GOVERNING LAW AND VENUE

This Agreement is governed by and construed under and in accordance with the laws of the Cayman Islands. You submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. You will not object to the exercise of jurisdiction by those courts on any basis.

24. COMPETENCE

You warrant 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 out in this Agreement.

25. VARIATION

AL reserves the right to amend this Agreement at any time and without notice. Your use of the Service following any amendment of this Agreement will signify your consent to and acceptance of any revised terms.