Website Terms of Use Agreement – Queer Somatics
Welcome to Queer Somatics’s (the “Company”) website, a web service located at the URL: https://www.queersomatics.co (the “Website”), wherein a variety of different services and services descriptions available via the Company are described herein, including, without limitation, services relating to holistic coaching, organization, training, mindfulness, mental health well-being and yoga therapy (collectively, hereafter, the “Services”).
Please read the following carefully. This Website Terms of Use Agreement (“Terms of Use or “Agreement”) is a legally binding agreement by and between the Company, and you, as a current or potential client of the Company (hereinafter, “You” or “Your”). By accessing or using the Website, You signify that You have read, understand and agree to be bound by these Terms of Use.
These Terms of Use set forth Your rights and obligations with respect to Your use of the Website and are in addition to, and not in lieu of, any other agreements which You and the Company may have already entered or shall enter, as applicable, and includes the terms and conditions relating to Your use of and access to the Services and/or any information or data of any kind arising from use of the Service and/or the Website, as applicable.
1. Registration Requirements. To use any of the Services available via the Website, You may be first required to register for a user account through a portal located on the Website, which may be managed by a third party processor. Notwithstanding the foregoing, You must agree to adhere to the terms and conditions of this Agreement in order to use the Services and/or this Website.
2. Password and Login Information. Upon signing up for one or more of the available Services, You may receive or create a unique password and login. As applicable, it is Your responsibility to maintain the confidentiality of Your password and login. You are responsible for all activities that occur under your password and login. You agree not to share your password and login with another person under any circumstances, and if You nevertheless do so, You will be solely responsible for any loss, damage or expense resulting from unauthorized use of such information. This requirement is intended to protect You, as well as the Company and other Website users. You agree to immediately notify the Company of any loss, theft, or unauthorized use of Your password or login or any other breach of security. You acknowledge and agree that THE Company, its officers, directors, agents, and employees shall not be liable for any losses, damages, and/or expenses arising from your failure to maintain the confidentiality of your login identification and password, including any unauthorized disclosure of any user information.
3. Modifications: At any time and at Company’s sole discretion, Company may add, delete or modify these Terms of Use. Company will post a notice on the Website of any such addition, deletion, or modification to the Terms of Use (“Change to Terms of Use Notice”). Should You deem any such addition, deletion, or modification to the Terms of Use unacceptable, You shall stop accessing and/or using the Website, and/or the Company Website Materials (as defined below). Unless otherwise specifically set forth in the Change to Terms of Use Notice, all changes to the Terms of Use shall be effective upon the date we post the Change to Terms of Use Notice (the “Effective Date”). Your continued use of the Website following the Effective Date will constitute Your binding acceptance of and agreement to be bound by the changes specified therein. You should check the Website frequently to review the terms and conditions of the Terms of Use so that You are aware of the most current rights and obligations that apply to use of the Website and the Company Website Materials.
4. Other Terms and Conditions: If any new products or services become available at the Website, Your review or use of any such new products or services will be governed by these Terms of Use as applicable, unless Company notifies You that different terms and conditions shall apply. Additional terms and conditions may apply to purchases of goods, products and/or services and to specific portions or features of the Website, all of which are incorporated by reference into these Terms of Use. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Website or for any service offered on or through the Website, the latter terms shall control with respect to Your use of that portion of the Website or the specific Service. In addition, You agree to comply with any additional terms which apply to third party content, material, information, software or any other data services of any kind.
5. Company Website Materials: As between Company and You, all text, graphics, user interfaces, Services, visual interfaces, photographs, trademarks, logos, sounds, music, artwork, information and computer code, including, but not limited to, the design, structure, selection, coordination, expression, “look and feel” and arrangement of any other materials and information contained on the Website are owned, controlled or licensed by or to Company and are protected by trade dress, trade secret, copyright, patent and trademark laws and various other intellectual property rights and unfair competition laws (collectively, all of the aforementioned Website materials shall be referred to as the “Company Website Materials”). The Company Website Materials available via this Website are provided to You “AS-IS” and for Your use only on the Website or via use of the Service, as applicable, and may not be copied, reproduced, retransmitted, distributed, disseminated, sold, broadcast, performed, made available to third parties or circulated to anyone or exploited for any other commercial or noncommercial purposes without the express prior written consent of Company, except that Your browser may “cache” images on the Website solely for browsing purposes. Except as expressly provided herein, You are not granted any rights or license to patents, copyrights, trade dress, trade secrets or trademarks with respect to the Company Website Materials or any other content on the Website, and Company explicitly reserves any and all rights not expressly granted hereunder. Other than as expressly permitted herein, You agree not to engage in the use, copying, or distribution of any of the Company Website Materials obtained through the Website. You further agree not to circumvent, disable or otherwise interfere with security related features of the Company Website or any other features that prevent or restrict the use or copying of any Company Website Materials, other than as explicitly permitted herein.
6. Other Permitted Uses and Restrictions of the Company Website:
6.1 In addition to any other obligations set forth in this Agreement, You hereby agree not to use or launch any automated system, including without limitation, any “deeplink”, “page-scrape”, “robot,” “spider,” “offline readers,” or other automatic device, program, algorithm or methodology, that accesses, acquires, copies or monitors any portion of the Website or the Service (or any content of the same) in a manner that sends more request messages to the Company servers in a given period of time than a human can reasonably produce in the same period via a conventional on-line web browser, or in any way reproduce or circumvent the navigational structure or presentation of the Website or the Service (or any content of the same), to obtain or attempt to obtain any materials, documents or information through any means not purposefully made available through the Website. The Company reserves the right to prevent any such activity but shutting down the Website and/or disabling Your access to the Website.
6.2 You agree that You will not attempt to gain unauthorized access to any portion or feature of the Website or the Service or any other systems or networks connected to the Website or the Service or to any Company server, or to any of the services offered on or through the Website by hacking, password mining or any other illegitimate means.
6.3 You agree that You may not use, nor allow others to use the Website or the Service (either directly or indirectly): (i) to attempt to or actually disrupt, impair or interfere with, alter or modify the Website or the Service or any information, data, or materials posted and/or displayed by Company or anyone else; (ii) to act in a way that affects or reflects negatively on Company, the Website or the Service, or anyone else; and/or (iii) to harvest, collect or attempt to collect any information from others including, without limitation, personally identifiable information such as account names and numbers, without such party’s prior consent.
6.4 You agree that You are prohibited from violating or attempting to violate the security of the Website or the Service, including, without limitation: (i) accessing data not intended for You or logging onto a processor, communications or access device or account which You are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of the Website or the Service or to breach any implemented security or authentication measures, regardless of Your motives or intent; and/or (iii) attempting to interfere with or disrupt the Website or the Service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse. Company reserves the right to investigate occurrences, and to deploy whatever means available under the law for a breach of the foregoing.
6.5 You agree not to forge headers or otherwise manipulate identifiers to disguise the origin of any message or transmittal that You send to Company on or through the Website or any Service offered through the Website. You may not pretend that You are, or that you represent, someone else or impersonate any other individual or entity.
6.6 You may not use the Website for any purpose that is unlawful or prohibited by these Terms of Use or solicit the performance of any illegal activity or other activity which infringes the rights of Company or others (specifically including, without limitation, copyright infringement).
7. Enforcement of Intellectual Property Rights: You acknowledge that Company will enforce its intellectual property rights as stated herein to the fullest extent of the law.
8. Company Website Availability: The Company will make reasonable efforts to keep the Website operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of Company may, from time-to-time, result in temporary interruptions to the Website. In addition, Company reserves the right at any time, and from time-to-time to modify or discontinue (on a temporary or permanent basis) certain functions of the Website, with or without notice. You agree that Company shall not be liable to You or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Website.
9. Third-Party Links: This Website (or the Service) may be linked to other sites on the World Wide Web that are not under the control of or maintained by Company. Such links do not constitute an endorsement by Company of any such sites. You acknowledge that Company is providing these links to You solely as a convenience to You, and You agree that Company is not responsible for the content or links displayed on such sites to which You may be linked. Company does not endorse or make any representations about these websites, or any information, materials, or products found thereon. If You access any of the third-party websites linked on this Website, You do so at Your own risk.
10. Third-Party Materials on the Website: This Website may contain materials submitted by third parties. Any such materials are provided solely as a convenience to You. Company has not tested or evaluated these materials and does not endorse or make any representations about these materials or Your use thereof. If You use any of the third-party materials, You do so at Your own risk. In no event shall Company be liable for any loss, claim, damages, or costs that may arise in connection with Your use of these third-party materials.
11. Inaccuracies on the Website: Your use of the Website is at Your own risk. The Website may include inaccuracies or errors that may affect the quality of the information provided on the Website and a possibility exists that unauthorized additions, deletions and alterations have been made to the Website by unauthorized third-parties. The information has not been independently verified or authenticated in whole or in part by Company. Although Company attempts to ensure the integrity of the Website, it makes no guarantees whatsoever as to the completeness, correctness or accuracy of the Website. More specifically, Company does not warrant the accuracy or timeliness of the Company Website Materials and Company has no liability for any errors or omissions in the information provided. In the event that such an inaccuracy arises, please inform us so that it may be corrected.
12. DISCLAIMER OF WARRANTIES: YOU EXPRESSLY AGREE THAT YOUR USE OF AND ACCESS TO THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE AND THE SERVICES ARE AT YOUR SOLE RISK. THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE UNDERLYING SOFTWARE AND THE SERVICES ARE PROVIDED ON AN “AS-IS” AND AN “AS-AVAILABLE” BASIS. COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE AND THE SERVICE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. COMPANY ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
13. LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY, ITS OFFICERS, EMPLOYEES, LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES AND/OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, STATUTORY OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS AND LOSS OF DATA (EVEN IF ADVISED OF THE POSSIBILITY THEREOF), ARISING IN ANY WAY FROM THE CONTENT, SERVICES, OR INFORMATION OFFERED THROUGH THE WEBSITE, THE COMPANY WEBSITE MATERIALS, THE SOFTWARE OR THE SERVICE. DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION ARISING FROM THE SAME, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION SHALL BE NO GREATER THAN ONE HUNDRED EUROS (€100.00). THE LIMITATIONS AND EXCLUSIONS OF THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
14. Indemnity: You agree to defend, indemnify and hold Company (including its officers, employees, licensors, suppliers, partners, affiliates, and/or third party service providers) harmless against any losses, expenses, costs or damages (including their reasonable attorneys’ fees, expert’s fees and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (i) Your breach of, or failure to comply with, the Terms of Use, and/or (ii) Your use of the Website. Company may, in its discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect Company’s rights or obligations shall be made without Company’s prior written approval. Company reserves the right, at its own expense and upon rendering notice to You, to assume exclusive defense and control of any such claim or action, and then Your corresponding indemnification obligation will end.
15. These Terms of Use shall be governed by and construed in accordance with the laws of the Netherlands, without reference to the choice of law provisions thereof and the applicability of the United Nations Convention on Contracts for the International Sale of Goods 1980 is expressly excluded. Accordingly, any dispute arising out of or having any connection with this Agreement shall be decided exclusively in accordance with the laws of the Netherlands.
16. Data Aggregation. Company shall have the right to utilize data capture and analysis tools to extract, compile, synthesize and analyze “blind” or “anonymized” data disclosed, used or developed by Queer Somatics in connection with Your use of the Website and to use such data in the aggregate to compile statistics and to monitor and improve the Website and Services or to provide said data to designated third party processors. Any such data aggregation shall be carried out in accordance with Company’s Privacy Policy.
17. Confidentiality. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, shall not disclose such Confidential Information to any third party (other than employees and professional advisers with a need to know, in all cases provided such employees and advisers are bound by confidentiality terms no less protective than the terms in this Agreement), and, shall use at least the same degree of care it uses to prevent the disclosure of its own confidential information of similar importance. Each party shall promptly notify the other of any misuse or unauthorized disclosure of the other party’s Confidential Information. The recipient may disclose Confidential Information pursuant to an order or requirement of a court, administrative agency, or other governmental body, provided that recipient provides prompt, advance written notice thereof to discloser to enable discloser to seek a protective order or other similar relief. For purposes of these Terms of Use, “Confidential Information” shall be defined as any material or information disclosed by either party to the other party either directly or indirectly, in writing, orally or by inspection of tangible objects, including material or information relating to such party’s research, development, know-how, products, product plans, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, marketing, finances, or other business information or trade secrets, or information the confidential or proprietary nature of which is reasonably apparent under the circumstances. A party’s Confidential Information does not include information that: (1) is or becomes a part of the public domain through no act or omission of the receiving party; (2) was in the receiving party’s lawful possession prior to the disclosure and was not obtained by the receiving party either directly or indirectly from the disclosing party; (3) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; and/or (4) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
18. Violation of these Terms of Use; Termination: You acknowledge and agree that Company may preserve any transmittal or communication by You with Company through the Website or any Service offered on or through the Website, and may also disclose such data if required to do so by law or Company determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Company, its employees, users of or visitors to the Company Website, and the public. You agree that Company may, in its sole discretion and without prior notice, terminate Your access to the Website, the Company Website Materials, and the Service and/or block Your future access to the Website, the Company Website Materials, and the Service if we determine that You have violated these Terms of Use or other agreements or guidelines which may be associated with Your use of the Website, the Company Website Materials, or the Service. Notwithstanding the foregoing, You agree that Company may, in its sole discretion and without prior notice, terminate Your access to the Website at any time and for any reason, with or without cause. You also agree that any violation by You of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Company, for which monetary damages would be inadequate, and You consent to Company obtaining any injunctive or equitable relief that Company deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Company may have at law or in equity.
19 General:
19.1 If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.
19.2 No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with these Terms of Use.
19.3 Any provision which must survive in order to allow Company to enforce its meaning shall survive the termination of this Agreement
19.4 This Agreement is not intended to, nor shall it create any rights, entitlements, claims or benefits enforceable by any person who is not party to it. Accordingly, no person shall derive any benefit or have any right, entitlement or claim in relation to this Agreement by virtue of the Contracts (Rights of Third Parties) Act 1999. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to this Agreement.