USER AGREEMENT

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

1.1 Permission to use the Application is conditional upon you agreeing to the terms and conditions set out herein and enter into a legally binding contract with MyStudio (collectively, hereinafter referred to as “User Agreement” or collectively as “Terms of Use”).  THIS USER AGREEMENT CONTAINS DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. If you do not wish to accept this User Agreement don’t click “I Accept” in which case you won’t be authorized to access or use the Application. Notwithstanding the foregoing, any access or use of the Application will be deemed an acceptance of these Terms of Use.

1.2 By clicking on the “I Accept” button below, you confirm that you acknowledge and agree to the Terms of Use and to receive electronically all notices and communications that we provide by emailing them to your primary email address you provide to us. All notices and communications are considered to be accepted by you within 24 hours after we emailed them to you or post them to our Application.

1.3 Your use of our Application is also subject to our Privacy Policy.

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

3.1 We grant to you, and you accept, a non-exclusive, non-transferable limited and revocable right to use the Application strictly in accordance with these Terms of Use.

3.2 You agree that you may not use the Application in any way for purposes that are prohibited under these Terms of Use or any law applicable in your jurisdiction. You further agree not to post obscene, shocking, hateful, threatening or other inappropriate content on the Application (including but not limited to content containing nudity or violence) or to engage in any activity that interferes with or disrupts the servers and networks relating to the Application. You shall not use the Application to harass, abuse or harm another person or to use, disclose or use any data obtained in violation of this User Agreement or our Privacy Policy.  You shall not work around any technical limitations in the Application or attempt to run the Application on an unsupported platform or post anything that contains software viruses, worms or any other harmful code.

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.

3.4 Depending on your subscription plan, you will be charged monthly subscription fees. In addition, you will also be responsible for additional fees for services and programs that you offer through the Application (including but not limited to administrative and processing fees). Please carefully review our fee schedule and do not register before you understand your financial liabilities under our fee schedule and these Terms of Use. MyStudio further reserves the right to modify or remove the Application, cease customer support or charge a fee for the continued use of the Application or service provided to you at any time and for any reason.

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

4.1 MyStudio has no control over the data, logos, ideas, image(s), message content, contact information, course programs or other information provided or modified by a user (including you and Members) for the Application (collectively, the “User Content”). To the maximum extent permitted by applicable law, we accept no responsibility or liability for the User Content provided, printed, sent or received with regards to the Application. By accessing or using the Application, you accept all responsibility, risk and liability for the User Content that is chosen, added, edited, provided, uploaded and modified. MyStudio reserves the right (but has no obligation) to review all User Content in order to verify compliance with these Terms of Use and our privacy policy. All User Content is provided voluntarily and is subject to our privacy policy. If you submit User Content to the Application, you need to ensure that the information is correct and does not violate the copyrights, trademarks, patents, trade secrets or other intellectual property rights of any third party. You shall also clearly communicate to your Members and customers that you are solely responsible and liable for all programs, courses and other services (collectively, “Services”) offered through the Application and you shall have in place your own terms and conditions with such Members and customers that govern your legal relationship with them.

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.

4.3 You give MyStudio a free, non-exclusive, worldwide license to publish or reproduce any User Content that has been communicated through the Application which includes (i) the right to transfer (via computer, networks or otherwise); (ii) the right to modify, adapt, improve, translate, arrange, an all or in part; (iii) the right to post in any media; and (iv) the right to post your tradename and logo on our Website. MyStudio retains the right to review, edit, or delete from the Application any User Content that MyStudio in its sole discretion considers illegal, offensive, or otherwise inappropriate. We also reserve the right to revoke or reject access to the Application at any time in our sole discretion in the event that any User Content is determined by MyStudio to be not in compliance with these Terms of Use.

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.

4.6 You agree that nothing contained in these Terms of Use can be construed as an endorsement of you, your company or organization by MyStudio and you shall ensure that the use of the Application will not be perceived by your Members or any other party to be an endorsement by us.

5. REGISTRATION AND INSTALLATION

5.1 You shall ensure that your registration information are and remain true and correct. Upon installation of the Application, you shall be responsible for ensuring that the Application is used in accordance with these Terms of Use any instructions we provide with regards to the Application. We are not responsible for the installation of the Application or to provide any services or support in respect of the installation of the Application, except as expressly stated herein or as otherwise agreed with us in writing. You shall ensure that your access to and use of the Application is not prohibited by applicable laws or employer policies that apply to you.

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.

7.2 You shall supervise and control the use of the Application in accordance with these Terms of Use and shall ensure that your employees, sub-contractors and other personnel who have access to the Application are made aware of these Terms of Use.

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

Unless we advise you otherwise, these Terms of Use shall cover any updates and new releases of the Application that may be created by us at any time. Each version of the Application software may be upgraded from time to time to add support for new functions and services. The Application may automatically download and install updates from time to time. If you do not accept any update or new release of the Application, we may decline to continue to provide any support services to you and we may revoke your right to use the Application. In the event of an update or new release, these Terms of Use apply in all respects to that update or new release to the extent that it is incorporated in or replaces the Application.

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.

12.4 You agree that you have not relied on any representation made by us which has not been stated expressly in these Terms of Use, or upon any descriptions, illustrations or specifications contained in any document including catalogues, internet sites or marketing material provided by us.

13. INDEMNITY

You shall defend, indemnify and hold harmless MyStudio, its members, shareholders, directors, officers, employees and agents (collectively, the “MyStudio Persons”) harmless from and against any and all loss, injury, damage, liability, claim, action, judgment, interest, award, penalty, fine, cost or expense (including without limitation reasonable attorney’s and legal fees and costs)  suffered by any of the MyStudio Persons arising from (i) any breach by you of your representations, warranties or obligations under these Terms of Use; (ii) any User Content provided by you through the Application; (iii) any Services offered by you through the Application and related transactions (including any dispute or claim arising from Services offered or provided by you to a third party); (iv) any use of the Application by a third party that uses your user name and password; (v) your improper use of our Application; (vi) any violation of a third party’s rights (including but not limited to intellectual property or privacy rights); (vii) any claim by a  third party that Services offered through the Application were subject to Taxes; or (viii) any other unlawful or negligent act or omission by you.

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.

14.5 MyStudio’s Remedies. In addition to any remedies provided in these Terms of Use, MyStudio will be entitled to all remedies provided under applicable law.  All remedies will be cumulative.  In the event of any breach of these Terms of Use by Buyer, MyStudio will recover any special, incidental or consequential damages arising from such breach.

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.

16. ASSIGNMENT

You may not assign or sublicense any of the rights granted under these Terms of Use to any other person without our written consent. MyStudio may assign, novate, sublicense or otherwise transfer its rights hereunder without your consent.

17. TERMINATION

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

These Terms of Use constitute the entire agreement between MyStudio and you regarding the Application and can be revised at any time in accordance with Section 22 below or by a written agreement signed by MyStudio and you.

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

19.2 In the event that any provision contained in these Terms of Use shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of these Terms of Use, and these Terms of Use shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

20. LANGUAGE

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.