Terms of use.

Thank you for visiting www.instructrr.com (the “ Website ”) and/or accessing or using the Instructrr Mobile Application (the “ App ”), which are owned and operated by Instructrr, LLC (“Instructrr”). These terms and conditions (“ Terms of Use ”) govern your access to and use of the App and the Website as well as the content, functionality, goods and/or services offered through the App and the Website. Throughout these Terms, the terms “we,” “us,” and “our” refer to Instructrr and the terms “you” and “your” refer to any visitor to or user of the Website and/or the App.

These Terms of Use are effective as of:  September, 2020

Please carefully read these Terms of Use before you start using the Website or the App. By accessing the Website or by downloading, installing, or using the App, you agree to be legally bound, without limitation or qualification, to these Terms of Use. If you do not agree to one or more provisions in these Terms of Use please: (i) immediately exit and make no further use of the Website and (ii) either refrain from downloading, installing or using the App, or delete the App from your mobile device.

Access to and use of the Website and the App, are subject to all applicable laws and regulations, these Terms of Use and Instructrr’s Privacy Policy (located at https://www.instructrr.com/privacy-policy ), which set forth the legally binding terms related to your access and use of the Website and the App. 

Subject to these Terms of Use, the Website and the App allow you to: (i) create an account with Instructrr (your “Instructrr Account”); (ii) if you are a customer, login to your Instructrr Account to purchase, schedule, and stream and participate in fitness classes; (iii) if you are an instructor, and purchase the LIVE! or LIVE! Pro services, set up, access and manage your class schedule, stream your fitness classes, receive payment from the purchase of fitness classes, and review data and analytics; and (iii) if you are an instructor, and purchase the LIVE! Pro services, access career development videos and our fitness class marketplace.

You Must Be At Least 18 Years of Age

By using and/or registering and/or providing any information on the Website or on or through the App, you certify that you are at least eighteen (18) years of age. If you are under 18 years of age you must immediately exit and make no further use of the Website, and either refrain from downloading, installing or using the App, or delete the App from your mobile device.

NOTICE TO PARENTS AND GUARDIANS: You are responsible for monitoring and supervising your child's use of any services offered the Website or the App. If your child is using any of our services without your express consent and is under 18, please contact us immediately so that we can disable his or her access. If you have questions about the service, please contact us at support@instructrr.com .

Purchasing Products and Services From Instructrr

When you purchase a product or service through the Website or App, your payment will be processed using Stripe. The Stripe payment processing platform is operated by a third party is governed by a separate terms of use and privacy policy and you should familiarize yourself with the terms of use and privacy policy of Stripe. The Stripe Privacy Policy is found at: https://stripe.com/privacy.  

You Must Be Licensed to Use the Relevant Songs and Playlists

Please be aware that in order to lawfully play copyrighted songs in a fitness class, fitness instructors, clubs and/or centers must have first paid a licensing fee for the right to “publicly perform” such songs. You may not, and agree that you will not, play any songs in any fitness class streamed through our App or Website s or for any other commercial purpose using our App or Website, unless applicable local music licensing requirements have been met. By playing any song in connection with teaching, running, or leading fitness classes or for any other commercial purpose using our App or Website, you represent and warrant that the required musical license to publicly perform each relevant song in such location and for such purpose has been obtained (e.g. a public performance license from the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), SESAC, Inc. (“SESAC”) and/or Global Music Rights (“GMR”)). If you publicly perform any  song using the Website or the App without the necessary public performance license, you (and not Instructrr) will be solely liable for your failure to comply with the relevant music licensing law.

Your Instructrr Account

If you want to access certain features offered by Instructrr, you must create an Instructrr Account on the Website and App by providing a username, password, valid email address, and valid credit card information.. Youmust provide complete and accurate registration information to Instructrr and notify us if your information changes. In creating a username, you may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable

If you choose to create an Instructrr Account, you must treat your user name, password or any other piece of information related to your Instructrr Account as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Instructrr Account is personal to you and agree not to provide any other person with access to the Website or App, or portions thereof using your user name, password or other security information. You are responsible for all activity performed and transactions entered into on or through your Account, and you agree that we may treat any activity performed or transaction entered into on or through your Account as authorized by you.  You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your Instructrr Account at the end of each session. You should use particular caution when accessing your Instructrr Account from a public or shared computer so that others are not able to view or record your password or other personal information.

You may not use someone else’s name, or any name, location, other public profile information or image that violates any third party rights, is against the law, or that is offensive, obscene or otherwise objectionable (in our sole discretion).

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use. 

Subscriptions

Some services offered by Instructrr, such as the LIVE! Pro services offered to fitness instructors, require paid subscriptions (“Subscriptions”) to access. 

By signing up for a Subscription, you agree that your Subscription will be automatically renewed and, unless you cancel your Subscription, you authorize us to charge your payment method for the renewal term.  The period of auto-renewal will be the same as your initial Subscription period unless otherwise disclosed to you at the time of sale. 

Payment will be charged to your chosen payment method at confirmation of your purchase, and at the start of every new billing period, unless cancelled. The renewal rate will be no more than the rate for the immediately prior Subscription period, excluding any promotional and discount pricing, unless we notify you of a rate change prior to your auto-renewal, in which case you will have the right to cancel the renewal of your Subscription.

We may offer a free trial before you begin your Subscription. If you register for a free trial, we will begin to bill your account when the free trial expires unless you cancel your Subscription before that time.  Availability of a free trial is not guaranteed and, if one is available, is only available to those who have not previously used one. Your first payment will be charged to your chosen payment method immediately following the free trial, unless cancelled in accordance with the instructions for cancellation below. You can cancel your Subscription any time before the end of your free trial. You will not receive a notice that your free trial is about to end or has ended, or that your paid Subscription has begun.

If you pay a Subscription fee for a service offered by Instructrr, we will provide you with reasonable notice of changes to the fees or billing methods in advance of their effective date and you will be able to cancel your Subscription prior to such change. 

You can cancel your Subscription at any time before the end of the current billing period or free trial, which will take effect at the end of the current billing period or free trial. You can cancel your Subscription by contacting support@instructrr.com . If you purchased your Subscription via a third party ( e.g. , an app store), please follow the cancellation instructions set out by the applicable third party.

We do not provide refunds or credits, including for partially used billing periods.  If you cancel your monthly or annual Subscription, you will continue to have access to the service through the end of your current billing period (either month, for monthly subscribers, or year, for annual subscribers). We reserve the right to modify, terminate, or otherwise amend our Subscription plans at any time in accordance with these Terms.

Changes to the App, Website and/or Terms of Use

From time to time and without providing notice to you, we will make changes or improvements to the items, services, and/or features included on or offered through the Website or the App. Additionally, from time to time and in our sole discretion, we will change or make additions to these Terms of Use, in which case we will post the revised Terms of Use on the Website and the App, and the revised Terms of Use will be effective immediately upon posting.

You are responsible for reviewing the most current version of the Terms of Use before using the Website or the App to ensure that you agree to any revisions to the Terms of Use. If at any time you do not agree to the revisions, you should immediately cease all use of and access to the Website and the App. By continuing to use the Website or the App after we post any such changes, you accept the Terms of Use, as modified. You further agree that these methods of providing notice and acceptance of changes or amendments to these Terms of Use and to the Website and the App are reasonable.

Privacy Policy

When requesting certain information, products or services via the Website or the App, you will be asked to provide certain personal and other information. You agree that all information you provide to Instructrr through the Website or the App is governed by our Privacy Policy which is hereby incorporated in these Terms of Use. By using the Website or the App, you are accepting the terms and conditions of our Privacy Policy. If you do not agree to your information being used in any of the ways described in the Privacy Policy, you must discontinue use of the Website and the App.

Your Responsibility

By using the Website or App, you affirm that either: (A) your physician has specifically approved of your use participation in the particular fitness classes that you take using the Website or App; or (B) all of the following statements are true: (i) no physician has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician; (ii) you have never felt chest pain when engaging in physical activity; (iii) you have not experienced chest pain when not engaged in physical activity at any time within the past several months; (iv) you have never lost your balance because of dizziness and you have never lost consciousness; (v) you do not have a bone or joint problem that could be made worse by a change in your physical activity; (vi) your physician is not currently prescribing drugs for your blood pressure or heart condition; (vii) you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and (viii) you do not know of any other reason you should not exercise.

You represent that all of the information, data, and other materials you provide on the Website, on the App, or to Instructrr through any other means, are true, accurate, and complete. You are responsible for updating and correcting the information you have provided on the Website or the App, or to Instructrr through any other means, as appropriate.

You must not use the Website or the App to violate any local, state, national or international law, to interfere with or disrupt the servers or networks connected to the Website or the App, or to disobey any requirements, procedures, policies or regulations of networks connected to the Website or the App.

Except as permitted pursuant to these Terms of Use, the Website, the App, and/or any portions thereof, may not be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.

Permission is hereby granted to the extent necessary to lawfully access and use the Website, the App, and/or information, materials, products and/or services available on the Website or the App to display, download, archive and print in hard copy, portions of the Website or the App on a temporary basis and for your individual non-commercial use only, provided you do not modify the materials and that you retain any and all copyright and other proprietary notices contained in the materials. Instructrr neither warrants nor represents that use of content displayed on the Website or on the App will not infringe rights of third parties not owned by or affiliated with Instructrr.

You must not display, reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Website or the App. Without our prior written consent, you may not (a) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam); (b) use any high volume, automated, or electronic means (including without limitation robots, spiders, scripts or other automatic device) to monitor or copy our web pages or the content contained thereon; (c) link or deep-link to the Website or the App for any purpose except as described in these Terms of Use; or (d) frame the Website or the App, place pop-up windows over its pages, or otherwise affect the display of the Website or the App.

Additional Rights in App Granted by Instructrr

Subject to your compliance with these Terms of Use, Instructrr grants you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes or for your use in carrying out fitness classes, provided that you have complied with all applicable local licensing laws.  

You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms of Use, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile, disassemble or otherwise reduce the App to source code or other human-perceivable form; or (iv) make the functionality of the App available to multiple users through any means. Instructrr reserves all rights in and to the App not expressly granted to you under these Terms of Use.

Accessing App from an App Store

The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

·        These Terms are between you and Instructrr, and not with the App Provider, and Instructrr (not the App Provider), is solely responsible for the App.

·        The App Provider has no obligation to furnish any maintenance and support services with respect to the App.

·        In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Instructrr.

·        The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

·        In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Instructrr will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

·        The App Provider and its affiliates are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.

·        You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; (iii) you are not an individual, or associated with an entity, designated under the UK’s Terrorist Asset-Freezing etc. Act 2010 (TAFA 2010); and (iv) you are not otherwise subject to or affected in any way by any national security or terrorism related rules whether applicable to you personally or to your location or other circumstances.

·        You must also comply with all applicable third party terms of service when using the App.

Interactions and Dealings with Third Parties

When interacting with other users of the Website and App, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people you don’t know. Your participation, correspondence or personal or business dealings with any third party found on or through the Website or App, whether regarding payment or delivery of specific goods and services, donations or fundraisers, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Instructrr is not responsible or liable for any loss, damage, injury, or other matters of any sort incurred as the result of such dealings.

User Contributions

The Website and/or the App may contain message boards, forums, bulletin boards and other interactive features (collectively, "Interactive Services" ) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter,  "post" ) messages, content or materials (collectively,  "User Contributions" ) on or through the Website and/or the App. 

You represent that you own (or have all rights necessary to grant Instructrr the rights below to) all User Contributions that you submit to Instructrr, and that Instructrr will not need to obtain licenses from any third party or pay royalties to any third party in order to use such User Contributions.

Any User Contribution you post to the Website or the App will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website or the App, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. In addition, you waive any “moral rights” or rights of privacy or publicity in your User Contributions. You further grant all users of the Instructrr Service permission to view your User Contributions for their personal, non-commercial purposes. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Instructrr, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website and/or the App.

We have the right to: (i) remove or refuse to post any User Contributions for any or no reason in our sole discretion; (ii) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including but not limited to if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website, the App, or the public, or could create liability for Instructrr; and (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

However, we do not undertake to review all material before it is posted on the Website or on the App, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Reliance on Information Posted

The information presented on or through the Website or the App is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or the App, or by anyone who may be informed of any of its contents.

Intellectual Property

Unless otherwise indicated, the Website and the App as well as their design, text, content, selection and arrangement of elements, organization, graphics, compilation, magnetic translation, digital conversion and other matters related to the Website or the App are protected under applicable copyright, trademark and other proprietary laws, including but not limited to those of the United States, and all rights therein are the property of Instructrr or the material is included with the permission of the rights owner.

You acknowledge that Instructrr owns all right, title and interest in and to all of the information on the Website and on the App as well as all underlying software and technology, including without limitation all Intellectual Property Rights, or that the material is included with the permission of the rights owner. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.

TRADEMARKS . Certain of the names, logos, and other materials displayed on the Website and/or on the App constitute trademarks, tradenames, service marks or logos (“Marks”) of Instructrr or other entities. You are not authorized to use any of such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Instructrr or those other entities.

COPYRIGHTS; RESTRICTIONS ON USE . The content made available to you through the Website and/or through the App, including without limitation, text, databases, software, code, music, sound, photos, and graphics (“ Our Content ”), is: (a) copyrighted by Instructrr and/or its licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by Instructrr or its licensors. Except as permitted in the Terms of Use, Our Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, performed, displayed, or redistributed in any way without our prior written permission and/or the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Content.

Intellectual Property Infringement

If you believe that the Website or App or any content thereon (including user content) infringes or misappropriates your intellectual property rights or the intellectual property rights of others (other than copyrights), please submit written notice to us at  support@instructrr.com

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with a written notice to our copyright agent (contact information below) containing the following information:

·        Your name, address, telephone number, and email address.

·        A description of the copyrighted work that you claim has been infringed.

·        A description of where on the Peloton Site the material that you claim is infringing may be found, sufficient for Peloton to locate the material (e.g., the URL).

·        A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.

·        A statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

·        Your electronic or physical signature.

You may submit this information, or any counter-notice, via:

Email, with the subject line “Copyright Notices” to: support@instructrr.com

If properly notified that any materials infringe a third party’s copyright, we will promptly remove such materials from the Website and/or App in accordance with the U.S. Digital Millennium Copyright Act, the U.K. Copyright Designs and Patents Act 1988 (“CDPA”), the U.K. Digital Economy Act 2010 (“DEA”), or equivalent laws which are applicable in other jurisdictions. In addition, we may, when appropriate, terminate the accounts of repeat copyright infringers.

We may disclose any communications, including your contact information, concerning DMCA, CPDA, DEA or other applicable copyright notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.

If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(c)(3), for more information. If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information.

If you have questions about the legal requirements of a CPDA, DEA or other applicable copyright notice, you should consult a legal advisor and obtain professional legal advice and/or representation.

Updates to the App

Instructrr may from time to time in its sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, " Updates "). Updates may also modify or delete in their entirety certain features and functionality. You agree that Instructrr has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your mobile device is connected to the internet either: (a) the App will automatically download and install all available Updates; or (b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and be subject to all terms and conditions of these Terms of Use.

Linking to the Website and Links from the Website

You may link to the Website or the App provided that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. However, you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.

Subject to the foregoing, you must not: cause the Website or the App or portions of the Website or the App to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site; link to any part of the Website or the App other than the homepage of the Website; otherwise take any action with respect to the materials on the Website or App that is inconsistent with any other provision of these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

The Website and the App include links to other sites and resources provided by third parties. We have no control over the content of those sites and accept no responsibility for them or for any loss or damage that may arise from your use of such sites. If you decide to access any third-party websites linked to the Website or linked to the App, you do so entirely at your own risk and subject to the terms and conditions of use of such websites.  We may, at any time and in our sole discretion, disable all or any social media features that may be included on the Website or on the App as well as any links at any time.

Mobile Devices

When accessing the App, your mobile carrier’s normal rates and fees for data, text and voice usage will still apply. When you share an event or a calendar with another user on the Website or the App by entering this other user’s phone number, you authorize Instructrr to access your contacts on your mobile device, and you authorize Instructrr to send the other user a text message with the information for such calendar or event.

Limitation of Liability and Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT ANY AND ALL USE OF THE WEBSITE AND/OR THE APP IS AT YOUR SOLE RISK. When using the Website and/or the App, information will be accessed by you over a medium that is beyond our control. As a result, we do not assume any liability for, or relating to, the delay, failure, interruption, or corruption of any data or other information transmitted in connection with your use of the Website or the App, AND YOU (AND NOT INSTRUCTRR) ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION. We do not assume any liability related to your use of any third-party MOBILE APPLICATIONS OR websites linked to the Website or the App (INCLUDING BUT NOT LIMITED TO ANY THIRD-PARTY MUSIC PLATFORM), or otherwise.  ACCESS TO THE WEBSITE AND THE APP, AND THE CONTENT OF THE WEBSITE AND THE APP, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Instructrr, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD-PARTIES’ RIGHTS, TITLE, OR INTEREST, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE WITH RESPECT TO ANY THIRD-PARTY MUSIC PLATFORM, ANY THIRD-PARTY MUSIC PLATFORM SERVICES, OR ANY DEVELOPER TOOLS THE WEBSITE, THE APP, OR THE SERVICES PROVIDED THEREON, OR WITH RESPECT TO ANY WEBSITE TO WHICH THE WEBSITE OR THE APP IS LINKED.

Instructrr MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (i) ANY THIRD-PARTY MUSIC PLATFORM, ANY THIRD-PARTY MUSIC PLATFORM SERVICES, OR DEVELOPER TOOLS; (ii) THE ACCURACY, COMPLETENESS, CORRECTNESS OR TIMELINESS OF THE INFORMATION PROVIDED ON OR THROUGH THE WEBSITE OR THE APP, (iii) THE QUALITY AND SECURITY OF THE WEBSITE OR THE APP, INCLUDING WHETHER THE WEBSITE AND/OR THE APP WILL BE FREE OF VIRUSES, UNAUTHORIZED CODE OR OTHER HARMFUL COMPONENTS; (iv) THE ABILITY TO ACCESS THE WEBSITE OR THE APP OR THE CONTENT ON THE WEBSITE OR THE APP AT ANY PARTICULAR TIME; (v) THAT THE APP, WEBSITE, THE SERVICES OFFERED THEREON OR ANY FITNESS PROGRAM IS SUITABLE FOR YOU; OR (vii) REGARDING THE ADEQUACY OR SAFETY OF THE SERVICES OFFERED THROUGH THE APP OR THE WEBSITE FOR ANY PARTICULAR USER;  YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE WEBSITE OR THE APP. INSTRUCTRR ASSUMES NO LIABILITY IF ANY THIRD-PARTY MUSIC PLATFORM IS UNAVAILABLE OR IF YOU ARE UNABLE TO LOGIN TO YOUR INSTRUCTRR ACCOUNT USING YOUR USERNAME AND PASSWORD FOR ANY THIRD-PARTY ACCOUNT. ADDITIONALLY, INSTRUCTRR ASSUMES NO LIABILITY IF YOU HAVE USED THE WEBSITE OR APP TO PUBLICALLY PERFORM ANY SONG OR ANY OTHER MUSIC WITHOUT THE REQUIRED LICENSE.

These Terms of Use give you specific legal rights and you may also have other rights which vary from country to country. Some jurisdictions do not allow the exclusion of implied warranties, or certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in herein may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out herein shall apply to the fullest extent permitted by the laws of such applicable jurisdictions.

Health Disclaimer

YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PRACTITIONER BEFORE USING THE SERVICES OFFERED THROUGH THE APP AND/OR THE WEBSITE. THIS IS PARTICULARLY TRUE IF YOU OR YOUR FAMILY HAVE A HISTORY OF HIGH BLOOD PRESSURE, HEART DISEASE OR ANOTHER MEDICAL CONDITION THAT MAY BE IMPACTED BY EXERCISE, OR IF YOU HAVE EVER EXPERIENCED DISCOMFORT WHILE EXERCISING. NOTHING STATED OR POSTED ON THE APP OR WEBSITE IS MEDICAL OR PROFESSIONAL ADVICE OR CARE. YOUR USE OF THE WEBSITE AND APP AND THE SERVICES OFFERED THEREON IS AT YOUR OWN RISK.

YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL BEFORE USING THE SERVICES OFFERED THROUGH THE APP AND/OR THE WEBSITE OR ANY OTHER EXERCISE PROGRAM TO DETERMINE IF IT IS RIGHT FOR YOUR NEEDS. THIS IS PARTICULARLY TRUE IF YOU (OR YOUR FAMILY) HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, IF YOU HAVE EVER EXPERIENCED CHEST PAIN WHEN EXERCISING, SMOKE, HAVE HIGH CHOLESTEROL, HAVE A BONE OR JOINT PROBLEM OR OTHER MEDICAL CONDITION THAT COULD BE MADE WORSE BY A CHANGE IN PHYSICAL ACTIVITY. DO NOT USE THE SERVICES OFFERED THROUGH THE WEBSITE OR APP IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING, YOU SHOULD STOP IMMEDIATELY. THE WEBSITE AND APP AND THE SERVICES OFFERED THEREON MAY INCLUDE GENERAL HEALTH AND FITNESS INFORMATION THAT IS DESIGNED FOR INFORMATIONAL PURPOSES ONLY. NOTHING STATED OR POSTED ON THE APP OR WEBSITE IS MEDICAL OR PROFESSIONAL ADVICE OR CARE, INCLUDING BUT NOT LIMTIED TO PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH OR NUTRITION CARE, TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. YOU SHOULD NOT RELY ON ANY INFORMATION ON THE WEBSITE OR APP AS A SUBSTITUTE FOR OR A REPLACEMENT FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BASED ON INFORMATION YOU MAY HAVE READ OR HEARD ON OR THROUGH THE WEBSITE OR APP OR THE SERVICES OFFERED THEREON. THE USE OF ANY INFORMATION PROVIDED ON THE WEBSITE OR APP IS SOLELY AT YOUR OWN RISK.

IF YOU ARE IN THE UNITED STATES AND THINK YOU ARE HAVING A MEDICAL OR HEALTH EMERGENCY, CALL YOUR HEALTH CARE PROFESSIONAL, OR 911, IMMEDIATELY.

Limitation of Damages and Remedies

YOU AGREE THAT INSTRUCTRR, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND/OR DIRECTORS SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES SUFFERED, INCLUDING BUT NOT LIMITED TO DAMAGES FOR PERSONAL INJURY, DEATH, LOSS OF LIVELIHOOD, LOSS OF ENJOYMENT, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF PROFITS, LOSS OF FUTURE EARNINGS, GOODWILL, USE, AND/OR ANY OTHER DAMAGES OR OTHER INTANGIBLE LOSSES AS A RESULT OF: (i) ACCESSING AND USING THE WEBSITE OR APP AND PARTICIPATING IN THE SERVICES OFFERED THEREON, INCLUDING BUT NOT LIMITED TO PARTICIPATING IN ANY FITNESS CLASS, OR (ii) PRINTING, COPYING OR DOWNLOADING ANYTHING FROM THE WEBSITE OR THE APP. YOU FURTHER AGREE THAT INSTRUCTRR SHALL NOT BE LIABLE FOR ANY LOSS OR INJURY CAUSED IN WHOLE OR IN PART BY RELYING UPON, USING, OR INTERPRETING THE WEBSITE OR THE APP. IN NO EVENT WILL INSTRUCTRR BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE OR THE APP, EVEN IF INSTRUCTRR, ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INSTRUCTRR’S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THE WEBSITE OR APP OR PARTICIPATION IN THE SERVICES OFFERED THROUGH THE WEBSITE AND APP OR THESE TERMS OF USE, INCLUDING BUT NOT LIMITED TO DISSATISFACTION WITH ANY PRODUCTS/SERVICES SOLD THROUGH OR OBTAINED FROM THE WEBSITE OR THE APP, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL DAMAGES, OR LIMITATIONS UPON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL INSTRUCTRR BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE WEBSITE OR THE APP OR THE CONTENT THEREON OR YOUR PARTICIPATION IN THE SERVICES OFFERED THROUGH THE WEBSITE OR THE APP OR ANY OF THE PRODUCTS SOLD ON OR THROUGH THE WEBSITE OR THE APP.

ANY CLAIMS MADE BY YOU IN CONNECTION WITH YOUR USE OF THE WEBSITE OR THE APP, OR THE CONTENT ON THE WEBSITE OR THE APP OR THE SERVICES OFFERED THROUGH THE WEBSITE OR THE APP, MUST BE BOUGHT BY YOU WITHIN ONE (1) YEAR OF THE DATE ON WHICH THE EVENT GIVING RISE TO SUCH ACTION OCCURRED. ALL REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THE TERMS OF USE. 

Termination

You agree that we, in our sole discretion, may terminate your use of, and/or access to the Website and/or the App if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. FURTHER, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE WEBSITE OR THE APP.

Indemnity

You agree to indemnify, defend and hold harmless Instructrr, its parents, subsidiaries, affiliates, officers, directors, and other partners, employees, consultants and agents, from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur, resulting from, or alleged to result from: (i) your use of our services; (ii) your breach of these Terms of Use; (iii) your violation of any applicable law, regulation, rule or order pertaining to your use of the services, the Website or the App or your use of any music, song or playlist played on or through the Website or the App; (iv) your unauthorized or unlawful use of the Website or the App; (v) any User Contribution submitted by you or any other content you stream, post, or otherwise contribute; (vi) your violation of any third-party rights including but not limited to any claim involving infringement or misappropriation of third-party rights.

No Extraterritoriality

Instructrr is based in the United States of America and makes no claims that the Website or the App is appropriate for, or may be accessed, downloaded or used by, persons residing outside of the United States of America. Instructrr makes no representation that the Website and/or the App are appropriate or may legally be used in the nation, state, province or other jurisdiction in which you reside, do business, or are incorporated or organized, and access to the Website and the App is prohibited in jurisdictions where the Website and the App, or their content, are illegal.

Those who choose to access the Website and/or the App do so on their own initiative and are responsible for compliance with applicable laws. You may not use or export any products in violation of U.S. export laws and regulations or the export laws and regulations of any other country. Access to the Website and/or access to the App may not be legal by certain persons in certain countries. If you access the Website or the App from outside the United States of America, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Jurisdiction and Choice of Law

You agree that with respect to any suit, action or proceeding arising out of or in connection with any dispute with Instructrr, including without limitation any claim involving Instructrr or its parents, subsidiaries, affiliates, officers, directors, and other partners, employees, consultants and agents: (i) you will submit to the jurisdiction of the courts of New York, including, without limitation, the United States District Court for the Southern District of New York, and (ii) you irrevocably waive any objection that you may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such court; irrevocably waive any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum; and irrevocably waive the right to object, with respect to any such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over you.

You agree that these Terms of Use, as well as any suit, action or proceeding arising out of or in connection with any dispute with Instructrr, including without limitation any claim involving Instructrr or its parents, subsidiaries, affiliates, officers, directors, and other partners, employees, consultants and agents, shall be governed by and construed in accordance with the laws of the state of New York in all matters, including, without limitation, its validity, construction, interpretation and performance, and without regard to provisions regarding conflicts of law.

Entire Understanding

These Terms of Use constitute the entire agreement between Instructrr and you with respect to the subject matter of these Terms of Use, and supersede all previous and contemporaneous agreements, proposals and communications between us, written or oral.

If any provision of these Terms of Use is found to be invalid by any court having jurisdiction to make such a determination, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Assignment

We may assign these Terms of Use, in whole or in part, in our sole discretion. You may not assign your rights under these Terms of Use without our prior written permission. Any attempt by you to assign your rights under these Terms of Use without the permission of Instructrr shall be void.

Headings

The headings of the various sections of these Terms of Use have been inserted only for the purposes of convenience, and those headings shall not be deemed, in any manner, to modify, enlarge or restrict any of the provisions of these Terms of Use.

Severability and Non-Waiver

Our failure to enforce any provision of these Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision, and a waiver by us of any right herein on any occasion will not in do any way constitute a waiver of such right or any other right on any other occasion. In the event any provision of these Terms of Use is determined to be invalid, such invalidity will not affect the validity of the remaining portions of these Terms of Use, and the parties will substitute for the invalid provision a provision which most closely approximates the intent and economic effect of the invalid provision. These Terms of Use will apply in lieu of and notwithstanding any specific legend or statement associated with any particular document or information exchanged.

Survivability and Reservation of Rights

The following provisions of the Terms of Use survive the expiration or termination of the Terms of Use for any reason whatsoever: Limitation of Liability and Disclaimer of Warranties, Limitation of Damages and Remedies, Termination, Indemnity, Jurisdiction and Choice of Law.  Instructrr reserves all rights not expressly granted to you herein.

Instructrr’s Contact Information

If you have any questions regarding these Terms of Use or any other matter, you can contact Instructrr at:

Instructrr, LLC

1 Chatsworth Ave, P.O. Box 966

Larchmont, NY 10538

Telephone: 914-393-4920

E-mail: support@instructrr.com