Date of Last Version: May 25, 2018
MyStudio Academy LLC, a Virginia limited liability company, (“MyStudio”) owns and operates the internet website available at https://www.mystudio.app (“Website”) and the application called “MyStudio App” (“App”). Our Website and App are collectively hereinafter referred to as the “Application”. Unless the context requires otherwise, a reference to the “Application” includes all modifications, enhancements or updates thereto, and includes all associated printed, online or electronic documentation and instructions relating to it.
1. ACCEPTANCE OF TERMS MANDATORY
2. PURPOSE OF APPLICATION
The Application's purpose is to provide a communications and management tool for business and other organizations (“Businesses”) and their members (“Members”) that provides instructional content, events calendar, messages and contact information that can be accessed through an user’s smart phone or tablet device. The Application allows Businesses to provide information on upcoming events, programs, courses and other services to their Members and such Members can sign-up for such events, programs and courses through the Application. At the same time, Members and Businesses can communicate through the Application.
3. GRANT AND RESTRICTION OF USE
3.3 The granted use right is personal to you and you shall not resell, sublicense, rent, lease or otherwise distribute the Application. All other rights in respect to the Application are reserved to MyStudio and its affiliates.
3.5 You acknowledge that the terms and conditions with your respective mobile network provider (“Mobile Provider”) will continue to apply when using the Application. As a result, you may be responsible for all costs and expenses charged by the Mobile Provider for access to network connection services for the duration of the connection while accessing the Application and all other costs and expenses charged by any third party for the use of the Application. You shall be fully responsible for all such costs and expenses.
3.6 If you register on behalf of an entity or organization, you herewith confirm and acknowledge that you have received permission from your entity or organization to register with our Application.
3.7 In the event that you access or use the Application on a public computer or are otherwise using a computer or mobile device to which multiple people have potential access, you shall ensure that you are sufficiently disconnected and logged out of the Application and the computer system you are using to prevent unauthorized access to the Application by a third party.
4. USER SUPPLIED INFORMATION AND SERVICES OFFERED THROUGH THE APPLICATION
4.2 MyStudio does not and is under no obligation to monitor or review any ratings, comments, communications, forums, discussions, postings, transmissions and other messages communicated by users of the Application and MyStudio does not assume any liability or responsibility arising from the contents of any such communications or for any defamation, error, inaccuracy, libel, obscenity or profanity contained in any such communication. You hereby irrevocably and unconditionally waive any claim against us for defamation, libel or whatsoever arising out of any such communication.
4.4 You are responsible for the User Content processed through the Application and agree to defend (at MyStudio’s option and at your sole expense), indemnify and hold MyStudio harmless from any damages, losses, costs, or expenses, including attorneys' fees and costs for professional services, which MyStudio may incur as a result of User Content or Services provided or requested by you.
4.5 Any payment gateway or ancillary payment processing facilities such as WePay and stripe (collectively, the “Gateway Facilities”) are not provided by us and to the extent permitted by law, we give no warranty, expressed or implied, in connection with Gateway Facilities. MyStudio will not be liable for any loss, damages, costs or expenses suffered or incurred by you arising out of or as a result of any error and/or mistake and/or misstatement in charging your credit or debit card as well as any malfunction, failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, loss or corruption of data, or any other non-performance related to the payment Gateway Facilities.
5. REGISTRATION AND INSTALLATION
5.2 You shall be responsible for providing your own devices and equipment necessary for using and accessing the Application.
6. PASSWORDS AND ACCOUNT SECURITY
6.1 You are responsible to provide your complete and accurate name when registering with the Application and for maintaining the confidentiality of your password for all accounts used by you to access the Application. You acknowledge and agree that you are solely responsible for all activities that occur under all such accounts.
6.2 You shall notify us immediately in writing upon becoming aware of any unauthorized use of any of your passwords or accounts.
7. INTELLECTUAL PROPERTY
7.1 The Application is the subject of existing copyright, trademarks, service marks and pending patents. All intellectual property rights (including but not limited to copyright, trademarks, service marks and other rights in respect of patents and patentable inventions) in and to the Application (including but not limited to all software coding, logo, graphic designs, characters, text, music, and other materials) are owned by MyStudio or our licensors. You may not use or modify any of our trademarks, service marks, domain name, logo, company name without our prior written consent.
8. SUPPORT SERVICES
8.1 We may (but are not obligated to) perform such services in the nature of support as we deem appropriate as determined in our sole discretion.
8.2 We do not warrant or make any promises to you that we will be capable of receiving, processing or otherwise acting upon a request for support services.
8.3 We may provide internet based services to support the Application. The provision of these services may be changed or cancelled by us at any time.
8.4 The Application connects to our computer systems over the internet, using internet protocols, which sends to our internet-based computers various data that you agree we may use to identify you or your device running the Application, such as your internet protocol address, your operating system, the name and version of the software you are using, and details of the location of the device on which you have installed the Application. By using the Application, you consent to the transmission of computer information to our computer systems.
9. SYSTEM REQUIREMENTS
9.1 In order to use the Application, you are required to have a compatible mobile telephone or handheld device, internet access, and the necessary minimum specifications which may change from time to time as we update our software.
9.2 We may update the Application with additional languages from time to time.
10. UPDATES AND NEW RELEASES
11. DISCLAIMER OF WARRANTIES
YOU ACKNOWLEDGE AND AGREE THAT ALL INFORMATION PROVIDED ON AND THROUGH THE APPLICATION IS PROVIDED “AS IS” AND “AS AVAILABLE” TO THE EXTENT PERMITTED BY APPLICABLE LAW. MYSTUDIO EXPRESSLY EXCLUDES ANY WARRANTY THAT THE APPLICATION WILL BE AVAILABLE AT ALL TIMES OR THAT YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR FREE. WE PROVIDE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT AND FUNCTIONALITY OF THE APPLICATION. WE DO NOT REPRESENT OR WARRANT TO YOU THAT YOUR USE OF THE APPLICATION WILL MEET YOUR REQUIREMENTS, THAT YOUR USE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, THAT ANY INFORMATION PROVIDED (WHETHER BY US OR A THIRD PARTY) WILL BE ACCURATE OR RELIABLE OR THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE APPLICATION WILL BE CORRECTED. WE MAKE NO OTHER REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT. INFORMATION CONTAINED IN THE APPLICATION MIGHT BE INCOMPLETE, INCLUDE INACCURACIES, BUGS OR ERRORS. WE ARE NOT RESPONSIBLE FOR ANY LOSS OR CLAIM RESULTING FROM ANY ERRORS OR OMISSIONS CONTAINED IN OUR APPLICATION OR ANY RELIANCE ON INFORMATION CONTAINED HEREIN. WE RESERVE THE RIGHT TO SUSPEND THE OPERATION OF THE APPLICATION, INCLUDING BUT NOT LIMITED TO, IF REQUIRED OR REQUESTED BY OUR HOSTING SERVICE PROVIDER. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MYSTUDIO SHALL NOT BE LIABLE FOR ANY ACTION, CLAIM, LOSS OR DAMAGE ARISING FROM SUCH UNAVAILABILITY.
12. LIMITATION OF LIABILITY
12.1 You assume full responsibility and risk of loss resulting from your use of the Application and the doing of (or refraining from doing) anything suggested in the course of utilizing the Application. You expressly understand and agree that your use of the Application is at your sole risk and that the Application is provided “as is” and “as available”.
12.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MYSTUDIO OR ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, MAINTAINING OR DELIVERING THE APPLICATION) OR ITS DIRECTORS, MEMBERS, SHAREHOLDERS, AGENTS OR SUBCONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PRIVATE AND BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR THE INABILITY TO USE, THE APPLICATION OR THE PROVISION OF OR FAILURE TO PROVIDE ANY SERVICES WITH REGARDS TO THE APPLICATION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYSTUDIO SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF ANY RELIANCE YOU MAY PLACE ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION PROVIDED BY ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO THIRD PARTY SELLERS OR ANY OTHER PERSON), OR AS A RESULT OF ANY RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY. MYSTUDIO SHALL NOT BE LIABLE FOR THE DELETION OR CORRUPTION OF, OR FAILURE TO STORE ANY USER CONTENT OR OTHER DATA TRANSMITTED BY OR THROUGH THE USE OF THE APPLICATION.
12.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYSTUDIO’S TOTAL LIABILITY SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU FOR THE USE OF THE APPLICATION AND YOU HEREBY RELEASE MYSTUDIO AND ITS MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM ANY LIABILITY IN EXCESS OF THIS LIABILITY CAP AMOUNT.
14. OUR FEES AND PAYMENTS
14.1 Fees. You will be responsible for all fees specified in the respective order form submitted through our Application (“Order Form”). Except as otherwise specified herein or in an Order Form, (i) our subscription fees are due on a monthly or annual basis, as the case may be, and are not based on any actual usage of the Application or our services provided, (ii) all payment obligations are non-cancelable and fees paid are non-refundable, and (iii) MyStudio will not pro-rate or reduce any fees during the respective term of your subscription.
14.2 Invoicing and Payment. You shall provide MyStudio with valid and updated information for your credit or debit card information or other form of payment was offered by MyStudio in an Order Form. If you provide your credit or debit card information, you authorize us to charge such credit card for all fees listed in the Order Form for the initial subscription term and any renewal subscription term(s) as the case may be. All payments for subscription fees shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. You are responsible for providing complete and accurate billing and contact information to MyStudio and notifying us of any changes to such information.
14.3 Overdue Charges. If any invoiced amount is not received by MyStudio by the due date, then without limiting our rights or remedies, the unpaid balance will accrue interest at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is higher. You further agree to pay all costs, expenses, collection costs and attorneys' fees paid or incurred by MyStudio, in collecting any and all amounts due to us.
14.4 Suspension of Service and Acceleration. In the event that a payment can not be processed through your credit or debit card or any amount owed to us is overdue by more than five (5) days, MyStudio may, without limiting any of our other rights and remedies, accelerate all of your unpaid financial obligations so that all such obligations become immediately due and payable, and suspend your services until such amounts are paid in full and/or require shorter renewal periods or other payment terms.
14.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for charging and paying all Taxes associated with Services offered through the Application.
14.7 Future Functionality. You agree and acknowledge that no payment provided hereunder is contingent on the delivery of any future functionality or feature, or dependent on any oral or written public comments made by MyStudio regarding future functionalities or features.
14.8 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other party written notice of non-renewal at least fourteen (14) days before the end of the relevant subscription term.
15. YOUR FEES AND FEES OF THIRD PARTIES
15.1 You shall solely be responsible for fees of any third party that are charged for transactions that are processed through our Application, including but not limited to fees of Gateway Facilities. You shall at all times comply with the terms and conditions of such third party. MyStudio will not be responsible for the collection of fees charged to Members for transactions that are processed through our Application.
15.2 If you charge fees for services offered through the Application (for example fees for your Services and Gateway Facilities), you shall ensure that these fees comply with applicable law, include applicable sales and value added taxes and comply with the terms and conditions of the Gateway Facilities.
Both you and MyStudio may terminate this User Agreement at any time with written notice to the other party. Upon termination of this User Agreement, you will lose the right to use the Application. Sections 11, 12, 13, 17, 18, 19, 20 and 21 shall survive the termination of this User Agreement. All amounts owed by either party under this User Agreement shall also remain owed after the termination hereof.
18. ENTIRE AGREEMENT
19. WAIVER, VARIATION AND SEVERANCE
19.1 The delay or omission by either party to enforce or exercise any terms or right pursuant to these Terms and Conditions will not impair any such term or right nor be construed to be a waiver thereof and shall in no way affect the other party's right later to enforce it. Any waiver by either party of any covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or any covenant, conditions or agreement herein contained
These Terms or Use have originally been prepared in the English language. Although we may provide one or more translations in the future, the English language version will prevail in the event of a conflict or discrepancy in the foreign language version and this English language version.
21. APPLICABLE LAW, JURISDICTION, NO CLASS ACTION LAWSUIT
You agree that the laws of the Commonwealth of Virginia, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute regarding this User Agreement and the use of the Application. You also agree that the state or federal courts located in the Commonwealth of Virginia will have exclusive jurisdiction about any such dispute.
YOU AGREE TO RESOLVE DISPUTES WITH MYSTUDIO ONLY ON AN INDIVIDUAL BASIS, AND AGREE NOT TO BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
22. CHANGES TO THE USER AGREEMENT
We reserve the right to revise this User Agreement at any time by modifying or updating this posting, except where other notice or consent is required by law. You understand and agree that if you continue to use the Application after the date on which the updated User Agreement has been posted, your continued use will be deemed acceptance of the updated User Agreement.