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Terms of Service

Soulstice Global Terms of Service

Last updated: June 27th, 2020

These Terms of Service constitute a legally binding agreement between you and Soulstice, Inc.[1] (“Soulstice”) governing your use of the Soulstice Platform. Soulstice’s websites (including www.Soulstice.app) (the “Sites”), mobile applications (the “Apps”), and related services, information and communications are collectively referred to as the “Soulstice Platform.”

The use of all personal data you submit to the Soulstice Platform or which we collect about you is governed by our Global Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available here. You acknowledge that by using the Soulstice Platform you have reviewed the Privacy Policy.

Your consent at registration and continued use of the Soulstice Platform constitutes your acceptance of and agreement to all of the terms and conditions in these Global Terms of Service, the Privacy Policy, and the Soulstice Happiness Pledge (the “Happiness Pledge”) for the country in which the Class is performed, or if that class occurs virtually in cyberspace, as well as any future amendments and additions to this Agreement (as defined below) as we may publish from time to time. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using, the Soulstice Platform.

The Privacy Policy and the Happiness Pledge for the country in which the class is performed, or if that class occurs in cyberspace, are incorporated by reference into these Terms of Service and together form and are hereinafter referred to as the “Agreement”.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS THE SOULSTICE PLATFORM.

PLEASE NOTE: SECTION 28, WHICH CONTAINS JURISDICTION-SPECIFIC PROVISIONS, SPECIFIES HOW USERS AND SOULSTICE RESOLVE DISPUTES. FOR U.S. USERS, SECTION 28 CONTAINS AN ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT, WITH LIMITED EXCEPTION, REQUIRES YOU TO SUBMIT DISPUTES AND CLAIMS YOU HAVE AGAINST SOULSTICE TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE READ IT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION. FOR OUR CANADIAN, UNITED KINGDOM, AND EUROPEAN USERS, PLEASE REFER TO YOUR JURISDICTION-SPECIFIC SECTION REGARDING DISPUTE RESOLUTION.

BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR USING THE SOULSTICE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT (INCLUDING, AS APPLICABLE FOR U.S AND CANADIAN USERS, THE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT) AND YOU ACCEPT ALL OF ITS TERMS.

Your use of the Soulstice Platform in a country other than the country in which you register constitutes your acceptance of, and agreement to, all of the terms and conditions in the Agreement for that country.

A few highlights of these Terms of Service include:

• If a class is posted that requires a fee to register, you must be at least the legally required age in the jurisdiction in which you reside (18 years old for U.S. based users), and otherwise capable of entering into binding contracts, in order to use or access the Soulstice Platform (Section 2).

• Your agreement that the technology for the Soulstice Platform is provided “as is” and without warranty (Section 17).

• Your agreement that Soulstice provides no warranty and has no liability regarding User action on the Soulstice Platform or the performance of classes (Section 17).

• Your acknowledgment and agreement that Soulstice does not supervise, scope, direct, control, or monitor a Soulstice registered teacher’s work and the Classes performed (Section 1).

• Your acknowledgement and agreement that Soulstice Users are solely responsible for determining if the Soulstice registered teacher they hire is qualified to perform the class (Sections 1 and 23).

• Your acknowledgement and agreement that Soulstice registered teachers are independent contractors of users and not employees, independent contractors or service providers of Soulstice (Section 1).

• Your agreement to hold harmless and indemnify Soulstice from claims due to your use or inability to use the Soulstice Platform or content submitted from your account to the Soulstice Platform (Section 18).

• For U.S. Users, your agreement to arbitrate disputes with Soulstice on an individual basis to the fullest extent permitted by applicable law, with other jurisdiction-specific means of dispute resolution set forth for Canadian, United Kingdom, and European Users, all in Section 28.

1. The Soulstice Platform Connects Soulstice registered teachers and Users.

The Soulstice Platform is a web-based communications platform which enables connections between users and Soulstice registered teachers. “users” are individuals and/or businesses seeking to obtain short-term services (“classes”) from Soulstice registered teachers and are therefore users of Soulstice registered teachers, and “Soulstice registered teachers” are individuals seeking to perform classes for users. Users and Soulstice registered teachers together are hereinafter referred to as “Users.” If you agree on the terms of a class with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below.

SOULSTICE REGISTERED TEACHERS ARE INDEPENDENT BUSINESS OWNERS. SOULSTICE REGISTERED TEACHERS ARE INDEPENDENT CONTRACTORS OF USERS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF SOULSTICE. SOULSTICE DOES NOT PERFORM CLASSES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM CLASSES. BY CONNECTING PEOPLE WITH SERVICE PROVIDERS, SOULSTICE OPERATES AS AN ONLINE MARKETPLACE THAT CONNECTS USERS WITH SERVICE PROVIDERS (SOULSTICE REGISTERED TEACHERS) WHO WISH TO SCHEDULE POST AND PERFORM A VARIETY OF CLASSES.

USERS HEREBY ACKNOWLEDGE THAT SOULSTICE DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR A SOULSTICE REGISTERED TEACHER’S WORK AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED OF THE CLASSES IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND INDUSTRY STANDARD SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.

Any reference on the Soulstice Platform to a Soulstice registered teacher being licensed or credentialed in some manner, or “Yoga Alliance® approved or certified teacher", Educational degree be of any kind, including but not limited to scholastic performance such as:

BA, BS, MA, MFA, MS, PhD, MD, DO, DDS, Athletic Training Bachelor of Science (B.S.), Community Health and Wellness Bachelor of Science (B.S.), Nutrition Science Bachelor of Science (B.S.), Nutrition, Exercise and Health Science Bachelor of Science (B.S.), Pre-Dietetics, Pre-Health,  

Or more generally described as “reliable,” “reliability rate,” “elite,” “great value,” "background checked," “vetted,” (or similar language),

All of the above designations indicate only that the Soulstice registered teacher has completed a relevant account process or met certain criteria and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Soulstice of such Soulstice registered teacher’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for users to evaluate when they make their own decisions about the identity and suitability of Soulstice registered teachers whom they contact or interact with via the Soulstice Platform.

The Soulstice Platform enables connections between Users for the fulfillment of classes. Soulstice is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of classes, Soulstice registered teachers, or users, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings or reviews provided by Users with respect to each other. Soulstice makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the classes requested or services provided by, or the communications of or between, Users identified through the Soulstice Platform, whether in public or private, via on- or off-line interactions, or otherwise howsoever.

2. User Background Checks and User Representations and Warranties

User Background Checks

Users may be subject to a review process before they can register for and during their use of the Soulstice Platform, which may include but is not limited to: identity verification, right to work checks, and criminal background checks, using third party services as appropriate (“Background Checks”). Although Soulstice may perform Background Checks, Soulstice cannot confirm that each User is who they claim to be, and Soulstice cannot and does not assume any responsibility for the accuracy or reliability of Background Check information.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. Soulstice will not be liable for any false or misleading statements made by Users of the Soulstice Platform.

NEITHER SOULSTICE, NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY REFERRED TO AS “AFFILIATES”) IS RESPONSIBLE OR LIABLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SOULSTICE PLATFORM AND, TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE SOULSTICE AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SOULSTICE PLATFORM.

User Representations and Warranties

All Users represent and warrant that:

• You are at least of the legally required age in the jurisdiction in which you reside (18 years of age or older for U.S. based users), and are otherwise capable of entering into binding contracts;

• You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide;

• You have read, understand, and agree to be bound by these Terms of Service, the Privacy Policy, and the Happiness Pledge applicable to the country where the class is performed;

• You will respect the privacy (including without limitation private, family and home life), property, and data protection rights of Users and will not record (whether video or audio or otherwise) any class or any interaction by or with any User and/or Soulstice in connection with the Soulstice Platform without the prior written consent of Soulstice and/or the relevant User, as applicable;

• You will fulfill the commitments you make to other Users, communicate clearly and promptly through the chat thread, be present and/or available at the time you agree upon with your Soulstice registered teacher or user as the case may be, and only utilize the third party payment service provider specified or approved by Soulstice to make or receive payment for services provided through the Soulstice Platform (PAYMENTS PROCESSED VIA STRIPE®) ;

• You will act professionally and responsibly in your interactions with other Users;

• You will use your real name or business name and an up-to-date photo on your profile;

• When using or accessing the Soulstice Platform, you will act in accordance with all applicable local, state, provincial, national, or international law or custom and in good faith;

• You will not use the Soulstice Platform for the purchase or delivery of alcohol, or any other controlled or illegal substances or services.

• Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

• Other than as fully and promptly disclosed in writing to Soulstice, you do not have any motivation, status, or interest that Soulstice may reasonably wish to know about in connection with the Soulstice Platform, including without limitation, if you are using or will or intend to use the Soulstice Platform for any journalistic, academic, investigative, or unlawful purpose.

Soulstice registered teachers additionally represent and warrant that:

• As a Soulstice registered teacher, when using the Soulstice Platform, you are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity;

• As a Soulstice registered teacher, you are customarily engaged in an independently established business of the same nature as the services performed for users through the Soulstice Platform, and maintain an independent user identity;

• As a Soulstice registered teacher, you have the unrestricted right to work in the jurisdiction in which you will be performing classes;

• As a Soulstice registered teacher, if the class is performed in a jurisdiction that requires you to have a business license or business tax registration, you have the required business license or business tax registration;

• As a Soulstice registered teacher, you are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking classes if such license is applicable to the class you are performing);

• As a Soulstice registered teacher, you have any and all insurance required to operate your business and provide your services;

• As a Soulstice registered teacher, you will honor your commitments to other Users on the Platform, including by responding to user registrations and communications therewith promptly; performing the class(s) as agreed upon with your user; and providing timely, high-quality services to your users;

• As a Soulstice registered teacher, you will only offer and provide services for which you have the necessary skills and expertise, and provide those services safely and in accordance with all applicable laws.

3. Contract between Users and Soulstice registered teachers

You acknowledge and agree that a legally binding contract with another User (the “Service Agreement”) is formed when you and that User agree on the terms of a class. The terms of the Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the Soulstice Platform, and any other contractual terms accepted by both the Soulstice registered teacher and their user to the extent such terms do not conflict with the terms in this Agreement, including this Section 3, and do not expand Soulstice’s obligations or restrict Soulstice’s rights under this Agreement. Soulstice is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between Soulstice and the Soulstice registered teacher, nor will it create an employment relationship between the user and the Soulstice registered teacher. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Soulstice. Soulstice’s role, beyond enabling connections between users and Soulstice registered teachers via it’s web-based communications platform, is to act as a limited payment collection agent for the Soulstice registered teacher to facilitate payment for classes on behalf of the Soulstice registered teacher through the Soulstice Platform using the PSP. In acting as the limited payment collection agent for classes on the Soulstice Platform, Soulstice disclaims any other agency or authority to act on behalf of the Soulstice registered teacher, and assumes no liability or responsibility for any acts or omissions of the Soulstice registered teacher, either within or outside of the Soulstice Platform.

Where approved in advance by the user, the Soulstice registered teacher is not obligated to personally perform the class. Soulstice registered teachers may engage assistants, helpers, subcontractors or other personnel (collectively “Soulstice registered teacher Assistants”). For safety reasons, such Soulstice registered teacher Assistants shall have been background checked through the Soulstice Platform. A Soulstice registered teacher’s failure to comply with this provision shall be a violation of these Terms of Service and could lead to removal from the Soulstice Platform. The Soulstice registered teacher assumes full and sole responsibility for the acts and omissions of such Soulstice registered teacher Assistants and is fully responsible for the lawful payment of all compensation, benefits and expenses of Soulstice registered teacher Assistants, if any, and for all required and applicable tax withholdings as to such Soulstice registered teacher Assistants. Users are responsible for confirming with their Soulstice registered teacher that any Soulstice registered teacher Assistants are themselves registered as Soulstice registered teachers on the Soulstice Platform and users understand that they are entering into separate Service Agreements with the Soulstice registered teacher and each Soulstice registered teacher Assistant.

While using the Soulstice Platform, users, in their sole discretion, determine whether they will be present or not when a class is performed. Users who elect not to be present when a class is performed agree that if someone other than them books the class on their behalf or is present when the class is performed, they are appointing that person as their agent (“user’s Agent”) and the Soulstice registered teacher may take and follow direction from the user’s Agent as if such direction was given from the user him or herself. If you are a user’s Agent and accessing and using the Soulstice Platform on behalf of a user, you represent that you have the authority to act as their agent and to bind that person as the principal to all provisions of the Terms of Service. user assumes full and sole responsibility for the acts and omissions of user’s Agents. User’s Agents are deemed third parties for the purposes of the Happiness Pledge and are thereby excluded from it.

The user shall pay their Soulstice registered teacher(s) in full for all class services via the PSP as indicated on the Soulstice Platform, at the rates agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a class.  This provision does not apply if said class is donation-based or performed gratis.

4. Billing and Payment

Payments are processed via two separate methods.  The user shall have a choice of which form of payment he/she desires.  Choices are as follows:

  1. Direct payment via credit and/or debit and/or AHC bank transfer which occurs via Stripe® payment platform.  Stripe® Payments shall be disbursed to Soulstice, which shall act as a custodial merchant; collecting and holding the moneys for disbursement to the Soulstice member teacher after the class is completed.  Soulstice shall disburse the funds to the member teacher within 24 hours of completion of the class for which payment was contracted.  Stripe® accepts and processes American Express, Visa, Discover, and Mastercard-branded cards, as well as UnionPay, JCB, and Diners Club.

Should the User choose to pay via Stripe® within the Soulstice platform, then a contract is initiated between the User and the Soulstice Member Teacher with the bargained for money for services exchanged therewith.  In addition, Soulstice enters into a custodial agreement with both the User and the Soulstice Member Teacher respectively.  Soulstice holds the money on behalf of the actual owner (i.e. the beneficial owner).  The actual owner is the User prior to completion of the Soulstice Member Teacher teaching his or her Soulstice held class/event.  Upon satisfactory completion of said class the actual owner becomes the beneficial owner (i.e. said Soulstice Member Teacher who has taught his/her class/event).

With a custodial agreement, Soulstice holds moneys on behalf of the real owner and shall disburse the moneys no later than 24 hours after completion of a respective Soulstice posted event.  These moneys shall be disbursed either

(i) directly to the Soulstice Member Teacher should said teacher satisfactorily completed his/her event/class or

(ii) in the form of a refund to the User if the class is not satisfactorily completed by the Soulstuce Member Teacher for the event at issue.

Users of the Soulstice Platform contract for classes directly with other Users. Soulstice is not a party to any contracts for classes or services.  However, Soulstice acts as a custodian for the money that users pay.  Payment for class services through the Soulstice Platform is made directly from the user to the Soulstice registered teacher via the PSP, and not by Soulstice. Soulstice is not obligated to compensate Soulstice registered teachers for user’s failure to pay for services.

The class Payment, service charge, and platform fee must be paid through the Stripe®. Users of the Soulstice Platform will be required to provide their payment method details to Soulstice and Stripe® . Soulstice registered teachers are responsible for accurately invoicing their users within 24 hours before the class being performed is performed. Invoicing refers to the process of setting up a class registration fee (if a Soulstice registered teacher chooses to charge a fee for said class) during the process in which a Soulstice registered teacher creates and posts a class using the Soulstice platform. Users will be responsible for paying the invoice(s) for each class (the “Invoice(s)”), which will include (i) the pricing terms of the class provided by the Soulstice registered teacher and agreed upon by the parties (“class Payment”), (ii) any out of pocket expenses agreed upon by the parties and submitted by the Soulstice registered teacher in connection with the class, (iii) the service charge Soulstice assesses to the user as payable for the use of the Soulstice Platform, and (iv) the platform fee (sometimes referred to as Trust & Support Fee) Soulstice assesses to the user, which is used to offset Soulstice’s cost of providing Users with customer support, providing the Happiness Pledge, and other various business objectives, or (vi) cancellation fees, if applicable. In addition, a tip or gratuity, as applicable, may be added by the user or at the user’s direction to the Invoice(s) and all such tips or gratuities shall go directly to the Soulstice registered teacher. Soulstice registered teachers will be responsible for paying (i) registration fees, if applicable, (ii) cancellation fees, if applicable, and (iii) repayment of erroneous payments.

Soulstice registered teachers will be required to set up an account with Stripe®, which may require any or all of the following: registration with Stripe® , agreement with the terms of service of Stripe®  (the “Stripe®  Services Agreement”), and completion of a vetting process and/or account validation at the request Stripe® . By accepting these Terms of Service, each Soulstice registered teacher agrees that they have downloaded or printed, and reviewed and agreed to, the Stripe® Services Agreement. Please note that Soulstice is not a party to the Stripe®  Services Agreement and that you, Stripe®  and any other parties listed in the Stripe® Services Agreement are the parties to the Stripe®  Services Agreement and that Soulstice has no obligations, responsibility or liability to any Soulstice registered teacher or other party under the Stripe® Services Agreement.

To help prevent fraud and safeguard User information from the risk of unauthorized access, Soulstice and/or Stripe®  may validate an account before activation and prior to each booking. As part of the validation process, temporary charges may be placed on the account associated with the User and then refunded within 1-3 business days. Due to the difference in Stripe® and credit card issuer requirements, this temporary charge may vary depending on the estimated value of the class and expenses.

When User receives confirmation through the Soulstice Platform or via email that a class has been completed, User automatically authorizes Stripe®  to process the Invoice(s). Users may be billed a cancellation fee at the Soulstice registered teacher’s group event/class rate through Stripe®  if you book (or accept) a class, but cancel it before (or fail to appear upon) the scheduled time for performance.

Soulstice reserves the right (but not the obligation) upon request from user or Soulstice registered teacher, or upon notice of any potential fraud, unauthorized charges or other misuse of the Soulstice Platform, to (i) place on hold any class Payment, out of pocket expenses, and/or tip or gratuity (if applicable) or (ii) refund or provide credits, or arrange for Stripe®  to do so.

Users of the Soulstice Platform will be liable for any taxes (including VAT, if applicable in the country where the class is performed) required to be paid on the classes provided under the Agreement.

OR

  1. Payment shall be made via a “credits'' system to be administered directly online on the Soulstice platform.  Users may purchase credits and in this circumstance the User is entering into a contract directly with Soulstice alone and not with any individual Soulstice Member Teacher.  The bargained for exchange is that the User pays a certain pre-set cash amount in exchange for “credits'' which never expire and may be used as payment for any Soulstice posted event/class.  Credits are to be used solely to book Classes within the Soulstice event platform. The User chooses how he/she disburses credits across the various Soulstice event/classes available to the User across the Soulstice event page platform.

When a User purchases Soulstice Credits, said User contracts directly with Soulstice and not any particular Soulstice Member Teacher.  As a bargain for exchange of money, Soulstice promises to reserve each “credit” the User purchases as valid tender for the user to use at his/her discretion for the purposes of reserving Soulstice events/classes therewith.

Upon satisfactory completion of a particular Soulstice posted event/class upon which a particular User uses credits for purchase, Soulstice shall within 24 hours disburse cash transfer to the Soulstice Member Teacher who taught the Soulstice posted event/class at issue.  AMOUNT OF PAYMENT SOULSTICE SHALL DISBURSE TO A MEMBER TEACHER DEPENDS UPON STANDARD CREDITS/CASH EXCHANGE RATE WHICH IS BASED UPON A STANDARD $1 USD = 1 SOULSTICE CREDIT.

If Users have any questions about how to use credits, please contact us at the following email and/or phone number and and we can help you:

Email:  Team@Soulstice.app

Phone Number:  860-255-4435

Credits have no cash value or any other value outside of the Soulstice platform and are not redeemable for cash. For the avoidance of doubt, the credits do not operate or serve as stored value facilities in any way. You may not transfer, trade, gift or otherwise exchange Soulstice credits.

The Soulstice credit system helps the User navigate class availabilities and allocations without having to pay directly via Stripe® each time a User desires to attend a Soulstice posted event/class. The exact number and type of Classes the User takes will depend on the number of credits needed to book the particular Classes the User selects. The number of credits needed to book a particular Class will vary and is determined based on a variety of factors, including but not limited to the chosen cash fees that a particular Soulstice Member Teacher chooses to charge for his/her particular class, 3rd party equipment and/or facilities fees, popularity and other characteristics. For example, a Class offered by a Soulstice Member Teacher who is very experienced and/or popular is likely to require more credits to book than the same Class offered by a newly appointed Soulstice Member Teacher. Or, a Class that uses equipment is likely to require more credits to book than a class without the use of any equipment. Furthermore, a Venue may require more credits for a certain Class under certain circumstances, such as when the Venue makes only a small number of spots available to Soulstice for a Soulstice posted event/class.  Note that credits needed to book Classes also vary from city to city.

The number of credits the User needs to reserve a particular Class or service may change at any time or vary day to day depending on the factors described here. Soulstice also reserves the right to change the number of credits the User receives, per plan, geography or otherwise; the number of reservations a particular User can make; and/or the number of Classes the User misses or cancels.

REFUND POLICIES

(a) General Rules:

Soulstice fees are nonrefundable unless specifically communicated otherwise at the time of purchase. However, Soulstice will provide a refund to subscribers for any prepaid subscription purchased using Stripe® or by credits initially received by payments purchased using Stripe® in the following circumstances: (i) if User is canceling his/her subscription and requests a refund within 5 days of the date of User’s first payment for the purchase of a Soulstice event/class (ii) if User’s subscription is cancelled prior to the end of a period for which User has incurred a charge, due to User’s relocation, disability or death; provided, however, in each case User reserves the right to charge a fee to cover the cost of any class or other services or products User may have used or received prior to User’s cancellation and to ask for proof of such changed condition, to the extent permitted by law. SOULSTICE DOES NOT PROVIDE REFUNDS OR MAKE GOODS FOR ANY PRIOR MONTHS INCLUDING FOR UNUSED CREDITS OR CLASSES - CREDITS MAY ONLY BE USED FOR THE PURPOSE OF RECEIVING ALLOCATED SLOTS FOR ENTRY INTO A SOULSTICE POSTED EVENT/CLASS.  

(b) Price Changes:

 Soulstice reserves the right to adjust pricing at any time.  Unless Soulstice expressly communicated otherwise, any price changes to a Soulstice posted event/class will not pertain to a purchase already made by User for said event/class.  Soulstice considers communication via the email User provided in his/her Soulstice account log in to be a valid form of communicating such price changes.  

(c) Payment Methods:

You may edit your Payment Method information by logging onto our website or mobile app and editing it in your account settings. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method or any other payment method you have provided, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.

(c) Returned Payment Penalty:

 Purchasers will automatically be charged any bank fee imposed on Soulstice™, plus a processing fee, for any returned payment item due to closed accounts, insufficient funds or similar issue. On such occasions, Soulstice™ retains the right to collect the current and past due balances in any subsequent month.

Regarding Disputed Charges, in the event that a Purchaser initiates a credit card dispute that is subsequently resolved in the Soulstice™’s favor, Soulstice™ shall have the right to charge Purchaser and/or Gratis Attendee up to $50 per occurrence.

Regarding the cancellation of classes, Purchaser may cancel his or her reservation (either on the Soulstice™ website https://yoga.qbixapps.com , or by calling the Soulstice™ customer service at the phone number specified on the Soulstice, Inc. website) no later than twelve (12) hours prior to the reserved class in order to retain the full class credit. Classes not cancelled prior to that time will be revoked.

(d) Cancellation of User Account:

 Unless we communicate otherwise, you may terminate your subscription at any time by going into your account settings on the Soulstice website and letting us know you would like to cancel. If you cancel your  or it is terminated for any reason, you will lose access to all Classes, content, credits or features available through your previously help account profile.

WAIVERS AND RELEASES

Purchaser and/or Gratis Attendee and/or Gratis Attendee Risk;

Medical Recommendations:

Purchaser and/or Gratis Attendee is strongly advised to consult with his or her physician or to have a physical examination before participating in a Soulstice™ posted event or any of the of the facilities and/or spaces a Soulstice™ independent contractor teacher chooses to use, (including fitness video classes offered virtually via online video classes offered virtually via an external video-chat medium chosen by a Soulstice™ independent contractor teacher), especially if Purchaser and/or Gratis Attendee is elderly, pregnant, has a history of heart disease, high blood pressure or other chronic illness, or is unaccustomed to strenuous physical exertion or has any other physical limitations that could create an increased risk of injury or adverse health consequences from strenuous exercise.

 

Orientation:  

Purchaser and/or Gratis Attendee is strongly encouraged to arrive early prior to their chosen as well as request ongoing support available as offered in good faith by Soulstice™’s respective independent contractor teacher to ensure the proper and safe passage through any Soulstice™ posted event.

 

Purchaser and/or Gratis Attendee Conduct: 

Purchaser and/or Gratis Attendee shall not use any of the facilities and/or spaces a Soulstice™ independent contractor teacher chooses to use (or any equipment a teacher chooses to employ) in such a way as to endanger the health or safety of Purchaser and/or Gratis Attendee or others. Purchaser and/or Gratis Attendee shall be responsible for any property damage or personal injury caused by Purchaser and/or Gratis Attendee and/or his or her guests. Purchaser and/or Gratis Attendee agrees not to violate any laws while in any of the facilities and/or spaces a Soulstice™ independent contractor teacher chooses to use and agrees further to abide by all of the rules and regulations that relate to the facilities and/or spaces a Soulstice™ independent contractor teacher chooses to use, as they now exist and as they may be amended from time to time in the discretion of the Soulstice™.

 

Purchaser and/or Gratis Attendee Assumption of Risk:

Purchaser and/or Gratis Attendee acknowledges that his or her participation in the Soulstice™ advertised classes (including fitness video classes offered virtually via an external video-chat medium chosen by a Soulstice™ independent contractor teacher) and use of any of the facilities and/or spaces a Soulstice™ independent contractor teacher chooses to use necessarily involves a risk of severe, permanent physical injury (including, without limitation, strained, sprained or torn muscles, tendons or ligaments, broken bones, dislocation of joints, concussion, brain damage, nerve and spinal cord injury, and paralysis) and death. By enrolling or participating in any of the Soulstice™’s classes, or otherwise using any of the of the facilities and/or spaces a Soulstice™ independent contractor teacher chooses to use, Purchaser and/or Gratis Attendee WILLINGLY AND VOLUNTARILY ASSUMES ALL SUCH RISKS.  The Soulstice™ cannot, and does not, guarantee that any facility, class or equipment is free of risk of any and all accidents or injuries of any kind (including death).

 

Medical Disclaimer: 

Purchaser and/or Gratis Attendee has been informed and acknowledges that the Soulstice™ makes no claims as to medical or fitness results that can or may be obtained through participation in an event posted through the Soulstice™ online platform, independent contractor teacher provided equipment or services. The Soulstice™ has neither suggested nor will suggest any medical treatment to Purchaser and/or Gratis Attendee. Only licensed medical professionals are qualified to give medical advice.

 

Purchaser and/or Gratis Attendee’s Health Warranty:

By enrolling or participating in any of the Soulstice™ classes hosted by an independent contractor teacher, or otherwise using any Soulstice™ advertised events on its “events” online web-page, Purchaser and/or Gratis Attendee represents and warrants that he or she (i) is in good medical and physical condition, and that participation in the classes or use of a facility or public location or space chosen by the Purchaser and/or Gratis Attendee during a virtual online class does not pose any danger to Purchaser and/or Gratis Attendee’s health; (ii) has no medical or physical conditions that would preclude his or her participation in any of the Soulstice™ posted classes or use of any spaces and/or equipment provided by an independent contractor teacher posting on Soulstice™, or otherwise create an increased risk of injury or adverse health consequences as a result of strenuous exercise; and (iii) has not been instructed or advised by any physician against participating in strenuous physical exercise or exertion, participating in any of the Soulstice™ posted classes or use of any spaces and/or equipment provided by an independent contractor teacher posting on Soulstice™.

Purchaser and/or Gratis Attendee Waiver, Release and Indemnity:

By checking the box to signify agreement with the Terms and Conditions of Purchase and/or by attending classes or otherwise participating in Soulstice™ scheduled events hosted by any of its third party independent contractor teachers, Purchaser and/or Gratis Attendee, on behalf of his- or herself, and on behalf of his or her heirs and assigns, expressly agrees to forever discharge, waive and release Soulstice™, and each of its subsidiaries and their respective members, officers, directors, affiliates, instructors, agents, employees and/or independent contractors (the “Released Parties”) from any and all claims, demands, injuries, liabilities, actions, causes of action and from all acts of active or passive negligence on the part of the Released Parties on account of any and all injuries or damages, including but not limited to bodily injury, mental injury, death and/or property damage from any event, mishap, accident, loss, damage or injury suffered resulting from or connected with or caused by the use of Soulstice™ scheduled events hosted by any of its third party independent contractor teachers classes, services and facilities (including, without limitation, any equipment an independent contractor teacher may choose to provide within a Soulstice™ scheduled event). Purchaser and/or Gratis Attendee further agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the Released Parties from any and all claims, losses and liabilities arising from, connected to, and/or arising from his or her use of the Soulstice™’s posted classes, services and facilities (including, without limitation, any equipment an independent contractor teacher may choose to provide within a Soulstice™ scheduled event). Additionally, Purchaser and/or Gratis Attendee and his or her guests shall hold the Released Parties harmless from any loss, theft, cost, claim, injury, damage or liability incurred as a result of their attendance at a Soulstice™ scheduled event and associated activities.

 

Prevailing Party:

In the event Purchaser and/or Gratis Attendee commences an action against the Soulstice™ or its members, officers, affiliates, agents or employees and fails to obtain judgment or partial judgment in Purchaser and/or Gratis Attendee’s favor, Purchaser and/or Gratis Attendee shall be liable to the Soulstice™  for all costs and expenses associated with Soulstice™’s defense of the action or any claims on which Purchaser and/or Gratis Attendee did not prevail, including, without limitation, reasonable attorneys’ fees and costs.

 

Costs of Collection:

Purchaser and/or Gratis Attendee agrees to pay all costs plus reasonable attorney and collection fees in connection with Soulstice™’s (or independent third party’s) collection of any amounts owed by Purchaser and/or Gratis Attendee.

 

Loss of Property:

Purchaser and/or Gratis Attendee is urged not to bring valuables to the premises of an event hosted by one of its teachers and to keep valuables with him or her at all times. Soulstice™  shall not be liable for the disappearance, loss or theft of, or damage to, personal property (including money, negotiable securities and jewelry).

GENERAL PROVISIONS

Purchaser and/or Gratis Attendee and Guests Rules. Purchaser and/or Gratis Attendee and his or her guests shall abide by the Soulstice™ rules and regulations and any amendments and/or modifications thereto.

Dress Code. Proper attire is required. The Soulstice™ reserves the right to make the final determination in its sole discretion with regard to appropriate attire and Soulstice™ shall respect the discretion of its independent contractor teachers in this regard.

Independent Contractors. Soulstice™ relies entirely on the services of its community of teachers who are independent contractors available to Purchaser and/or Gratis Attendee and his or her guests. Soulstice™ does not warrant or guarantee the quality of these services.

Guest Rules. Guests are permitted in the Soulstice™ community both on and offline, but only pursuant to such rules, fees and schedules as then may be in effect. All guests must register within Soulstice™’s online platform and submit to the present terms and services provided herein.

Special Events. Soulstice™ may from time to time reserve the use of its online platform, for maintenance purposes.

 

Inconveniences to Soulstice™ users in terms of locating and/or booking and/or attending classes as a result of these required maintenance breaks in continuous online service will be addressed on a case by case basis. As a result of repair, maintenance, special occasions, or act of God, the Soulstice™ may be required to restrict the use or temporarily close its online services from time to time. Scheduled maintenance will be made known to users at least 24 hours in advance.  However, these scheduled maintenance events may be amended last minute from time to time, and certain services or programs Soulstice™ provides may be added or eliminated from time to time, at the Soulstice™’s discretion.

 

Children’s Use. All children under 18 years of age must be accompanied by a parent at all times at any Soulstice™ posted event unless they are in a supervised activity. Children under age 13 are not permitted in the Soulstice™ online community without the express permission of Soulstice™ management.

PUBLIC AREAS; ACCEPTABLE USE

The Soulstice Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, class postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the Soulstice Platform, you should not share your personal contact information with other Users.

Without limitation, the Soulstice Platform may NOT be used for any of the following purposes:

• To defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead or otherwise violate the rights (such as, but not limited to, rights of privacy, confidentiality, reputation, and publicity) of others, including Users and Soulstice staff;

• To publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful language, material or information;

• To upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any User, third party, or Soulstice;

• To upload files or scripts such as Trojan horses, corrupt files, SQL injections, worms, timebombs, cancelbots or any other files or software that may damage Soulstice or its Users’ computers;

• To advertise or offer to sell any goods or services for any commercial purpose through the Soulstice Platform which are not relevant to the class services;

• To post or complete a class requiring a User to (i) purchase or obtain gift cards or money orders (ii) purchase high value items (over $300 / 300£ / 300€, as applicable in your country) without obtaining pre-authorization from Soulstice, (iii) travel into different countries during the performance of a class, (iv) provide ridesharing or other peer to peer transportation services, (v) post ratings or reviews on any third party website in breach of such third party website’s terms of use, or (vi) otherwise engage in activity that is illegal or deemed dangerous, harmful or otherwise inappropriate by Soulstice in its sole discretion;

• To conduct or forward surveys, contests, pyramid schemes, or chain letters;

• To impersonate another person or a User or allow any other person or entity to use your user profile to post or view comments;

While using the Soulstice Platform, you may not:

• Use the Soulstice Platform for any unauthorized or illegal purpose, including but not limited to posting or performing a class in violation of local, state, provincial, national, or international law;

• Post or upload any content which you have not obtained the necessary rights and permissions to use accordingly;

• Post the same class repeatedly (“Spamming”);

• Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the Soulstice Platform;

• Restrict or inhibit any other User from using and enjoying the Public Areas;

• Imply or state that any statements you make (whether on or off the Soulstice Platform) are endorsed by Soulstice, without the prior written consent of Soulstice;

• Use a robot, spider, manual, meta tag, “hidden text,” agent, robot, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, republish, redistribute, transmit, sell, license, download, manage or index the Soulstice Platform, or the electronic addresses or personal information of others, in any manner;

• Frame or utilize framing techniques to enclose the Soulstice Platform or any portion thereof;

• Hack or interfere with the Soulstice Platform, its servers or any connected networks;

• Adapt, alter, license, sublicense or translate the Soulstice Platform for your own personal or commercial use;

• Remove, alter, or misuse, visually or otherwise, any copyrights, trademarks or proprietary marks or rights owned by Soulstice and Affiliates;

• Upload content to the Soulstice Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;

• Upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner;

• Use the Soulstice Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Soulstice Platform as set forth herein;

• Use the Soulstice Platform to collect usernames, email addresses, or other personal information of Users by electronic or other means;

• Use the Soulstice Platform or the class services in violation of this Agreement;

• Use the Soulstice Platform in a manner that is false or misleading (directly or by omission or failure to update information), or for the purpose of accessing or otherwise obtaining Soulstice’s trade secret information for public disclosure or other purposes;

• Attempt to circumvent the payments system or service charge or platform fee in any way including, but not limited to, making or processing payments outside of the Soulstice Platform, providing inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;

• Register under different usernames or identities after your account has been suspended or terminated, or register under multiple usernames or false identities, or register using a false or disposable email or phone number;

• Cause any third party to engage in the restricted activities above; or

• Use tools with the goal of masking your IP address (like the TOR network).

You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas. Soulstice will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.

MOBILE APP UPDATES AND UPGRADES

By installing the App(s), you consent to the installation of the App(s) and any updates or upgrades that are released through the Soulstice Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Soulstice’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your device, and (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App(s) at any time.

8. Deactivation and Suspension

Soulstice may suspend your right to use the Soulstice Platform pending its investigation of a potential breach by you of this Agreement. Soulstice may deactivate your account or limit your use of the Soulstice Platform upon its determination that you breached a provision of this Agreement (a “User Breach”). Soulstice will provide you with written notice of its determination. If you wish to appeal this determination, please contact policies@Soulstice.com within 14 days of receipt of such notice with the grounds for your appeal.

If Soulstice suspends or deactivates your account or limits your use of the Soulstice Platform pursuant to this Section 8, you are thereafter prohibited from registering and creating a new account under your name or business name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

Even after your right to use the Soulstice Platform is suspended, terminated or limited, this Agreement will remain enforceable against you. Soulstice reserves the right to take appropriate legal action pursuant to the Agreement.

Soulstice reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Soulstice Platform at its sole discretion. Soulstice will provide you with notice of any such modification or discontinuation as required by law. To the extent permitted by law, Soulstice shall not be liable to you for any modification or discontinuance of all or any portion of the Soulstice Platform. Soulstice has the right to restrict anyone from completing registration as a Soulstice registered teacher if such a person may threaten the safety and integrity of the Soulstice Platform, or if such restriction is necessary to address any other reasonable business concern.

You may terminate this Agreement at any time by ceasing all use of the Soulstice Platform and deactivating your account. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement or your use of the Soulstice Platform.

ACCOUNT, PASSWORD, SECURITY AND TELEPHONE COMMUNICATIONS;

You must register with Soulstice and create an account to use the Soulstice Platform. You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any log-in, password, and account number provided by you or given to you by Soulstice for accessing the Soulstice Platform. You are solely and fully responsible for all activities that occur under your password or account, even if not authorized by you. Soulstice has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you agree to notify Soulstice immediately.

You acknowledge that telephone calls to or from Soulstice, together with its agents and Affiliates, may be monitored and recorded for the purposes of quality control and training.

You verify that any contact information provided to Soulstice, our agents and affiliates, and Users, including, but not limited to, your name, business name, mailing address, email address, your residential or business telephone number, and/or your mobile telephone number, is true and accurate. You verify that you are the current subscriber or owner of any telephone number that you provide. You are strictly prohibited from providing a phone number that is not your own. If we discover that any information provided in connection with your registration is false or inaccurate, we may suspend or deactivate your account. Should any of your contact information change, you agree to immediately notify Soulstice before the change goes into effect by visiting help.tr.co. If the change regards ownership of your telephone numbers, you may notify Soulstice by texting STOP to any text message sent to the retiring phone number.

USER GENERAL CONSENT

“User Generated Content” is defined as any information and materials you provide to Soulstice, its corporate partners, or other Users in connection with your registration for and use of the Soulstice Platform and participation in Soulstice promotional campaigns, including without limitation the information and materials posted or transmitted for use in Public Areas. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Soulstice is not involved in the creation or development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content. Further, you acknowledge and agree that Soulstice has no obligation to monitor or review User Generated Content, but reserves the right to limit or remove User Generated Content if it is not compliant with the terms of this Agreement.

You hereby represent and warrant to Soulstice that your User Generated Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (c) will not infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality (to the extent recognized by law in the country where the class is performed); (d) will not violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (e) will not be defamatory, libellous, malicious, threatening, or harassing; (f) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (g) will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) will not claim or suggest in any way that you are employed or directly engaged by or affiliated with Soulstice or otherwise purport to act as a representative or agent of Soulstice; and (i) will not create liability for Soulstice or cause Soulstice to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.

The Soulstice Platform hosts User Generated Content relating to reviews and ratings of specific Soulstice registered teachers (“Feedback”). Feedback is such a User's opinion and not the opinion of Soulstice, and has not been verified or approved by Soulstice. You agree that Soulstice is not responsible or liable for any Feedback or other User Generated Content. Soulstice encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Soulstice is not obligated to investigate any remarks posted by Users for accuracy or reliability or to consider any statements or materials posted or submitted by Users about any Feedback but may do so at its discretion. You agree that Feedback enables Users to post and other Users to read about Users’ expression of their experiences and that you will not complain or take any action merely because you happen to disagree with such feedback. You may request removal of a review that violates this Agreement or the Soulstice Ratings and Reviews Policy by contacting the Support team at help.tr.co. Each user should undertake their own research to be satisfied that a specific Soulstice registered teacher has the right qualifications for a class.

Soulstice respects the personal and other rights of others, and expects Users to do the same. Soulstice is entitled to identify a User to third parties who claim that their rights have been infringed by User Generated Content submitted by that User, so that they may attempt to resolve the claim directly.

If a User believes, in good faith, that any User Generated Content provided on or in connection with the Soulstice Platform is objectionable or infringes any of its rights or the rights of others (e.g. counterfeiting, insult, invasion of privacy), the User is encouraged to notify Soulstice. If a User discovers that User Generated Content promotes crimes against humanity, incites hatred and/or violence, or concerns child pornography, the User must notify the Soulstice. Such notification can be made at Soulstice, Inc., 14 HAMILTON PLACE, LAKE GROVE, NY 11755.

LINKS TO THIRD-PARTY WEBSITES

The Soulstice Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Soulstice or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Soulstice Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Soulstice does not control any such websites, and is not responsible for their availability, accuracy, content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Soulstice is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Soulstice has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Soulstice Platform at its sole discretion.

The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Soulstice expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Soulstice Platform. You hereby agree to hold Soulstice harmless from any liability that may result from the use of links that may appear on the Soulstice Platform.

As part of the functionality of the Soulstice Platform, you may link your account with online accounts you may have with third party social networking service providers (such as Facebook or Google) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Soulstice Platform; or (ii) allowing Soulstice to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Soulstice and/or grant Soulstice access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Soulstice to pay any fees or making Soulstice subject to any usage limitations imposed by such third-party service providers. By granting Soulstice access to any Third-Party Accounts, you understand that (i) Soulstice may access, make available and store (if applicable) your public profile that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Soulstice Platform via your Soulstice account, including without limitation any friend lists, and (ii) Soulstice may submit to and receive additional information from your Third-Party Account to the extent specified when you link your account with the Third-Party Account. Unless otherwise stated in these Terms of Service, all SNS Content shall constitute User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information or personal data that you post to your Third-Party Accounts may be available on and through your account on the Soulstice Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Soulstice’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the Soulstice Platform. You will have the ability to disable the connection between your account on the Soulstice Platform and your Third-Party Accounts at any time, by revoking permissions in the account settings of your Third-Party Account. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Soulstice makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Soulstice is not responsible for any SNS Content.

SOULSTICE OPERATE AS AN ONLINE MARKETPLACE

Soulstice operates as an online marketplace that connects users with service providers (Soulstice registered teachers) who wish to perform a variety of classes. Soulstice does not perform classes and does not employ people to perform classes. Soulstice registered teachers operate as independent business owners and are customarily engaged in an independently established business of the same nature as that involved in the services performed for users through the Soulstice Platform. Soulstice does not control or direct the Soulstice registered teachers’ performance of their services or set their work locations or work hours. Soulstice registered teachers provide services under their own name or business name, and not under Soulstice’s name. Soulstice registered teachers provide their own tools and supplies to perform their services; Soulstice does not provide the tools or supplies. Soulstice registered teachers are free to maintain a userele without any restrictions from Soulstice and are free to offer and provide their services elsewhere, including through competing platforms. Soulstice does not set Soulstice registered teachers’ hours or terms of work. Soulstice registered teachers are free to accept or reject users and contracts. Soulstice registered teachers are not penalized for rejecting users or contracts, though if Soulstice registered teachers accept a user or contract through the Soulstice Platform, they are expected to fulfill their contractual obligations. Soulstice registered teachers set their own rates for services performed in the Soulstice general marketplace, without deduction by Soulstice.

The Soulstice Platform is not an employment agency service or business and Soulstice is not an employer of any User. Soulstice registered teachers acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Service Agreements and performing classes and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.

SOULSTICE HAPPINESS PLEDGE

The Soulstice Happiness Pledge applicable to the country where the class is performed is part of this Agreement and incorporated by reference. Soulstice registered teachers determine which categories they are qualified to class in, and scope the class directly with their user. Soulstice does not oversee, monitor or direct how a Soulstice registered teacher performs a class, does not monitor classes or chat threads between Users, and does not otherwise assume responsibility for the actions of Users. users are advised to confirm with their Soulstice registered teacher that s/he is qualified to perform the class prior to the class taking place. Soulstice is not liable for the acts or omissions of Users, nor does Soulstice provide insurance against any losses sustained by Users. That said, Soulstice wants Users to be happy about their experience using the Soulstice Platform and the Happiness Pledge is in place to encourage continued use of the Soulstice Platform.

Payments made under the Happiness Pledge are entirely discretionary, and subject to certain conditions, limitations and exclusions, as described in the Happiness Pledge. The Happiness Pledge does not supersede any of the terms set forth in the Terms of Service or the Privacy Policy, including any of the limitations on liability set forth in these Terms of Service. In the unlikely event of a conflict with the Happiness Pledge, these Terms of Service prevail over any contrary interpretation of the Happiness Pledge. The Happiness Pledge is not insurance and Soulstice is not an insurer, as such terms are generally understood for regulatory purposes.

INTELLECTUAL PROPERTY RIGHTS

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces and other content, including Soulstice designs, trademarks, and logos (collectively “Proprietary Material”) that Users see or read through the Soulstice Platform is owned by Soulstice, excluding User Generated Content, which Users hereby grant Soulstice a license to use as set forth above in Article 10. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Soulstice owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material is protected by domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Soulstice Platform without Soulstice’s express prior written consent and, if applicable, the consent of the holder of the rights to the User Generated Content. Any use of such Proprietary Material other than as permitted herein is expressly prohibited.

The service marks and trademarks of Soulstice, including without limitation Soulstice, Soulstice for Good, and associated logos, are service marks owned by Soulstice. Any other trademarks, service marks, logos and/or trade names appearing via the Soulstice Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

Soulstice respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Soulstice Platform infringe upon your copyright or other intellectual property right, please send the following information to Soulstice’s Copyright Agent at: Soulstice, Inc., 237 Kearny Street #9003 San Francisco, CA 94108, USA or copyright@Soulstice.com (copyright@Soulstice.co.uk for residents of the United Kingdom):

• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Soulstice Platform where the material you claim is infringed is visible. Include enough information to allow Soulstice to locate the material, and explain why you think an infringement has taken place;

• A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;

• Your name, address, telephone number, and e-mail address;

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• A statement by you, made 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; and

• Your electronic or physical signature as the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

CONFIDENTIAL INFORMATION

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Soulstice and agree that you will not, for the lifetime of your account on Soulstice plus 10 years thereafter, disclose, transfer, or use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than use of the Soulstice Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall promptly notify Soulstice in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall return all originals and any copies of any and all materials containing Confidential Information to Soulstice promptly upon deactivation of your User account or termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Soulstice’s trade secrets, confidential and proprietary information, and all other information and data of Soulstice that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other Proprietary Materials and confidential information relating to Soulstice or Soulstice’s business, operations or properties, including information about Soulstice’s staff, Users or partners, or other business information disclosed or obtained directly or indirectly in writing, orally or by drawings or observation.

DISCLAIMER OF WARRANTIES 

Please note that for Users in France, Germany, and Spain, this Section 17 is subject to the jurisdiction-specific exemptions set forth in Section 28.

(a) Use Of The Soulstice Platform Is Entirely At Your Own Risk

THE TECHNOLOGY OF THE Soulstice PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, AND NON-INFRINGEMENT. Soulstice MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE Soulstice PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE Soulstice PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE Soulstice PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

Soulstice does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third-party through the Soulstice Platform or any hyperlinked website or featured in any banner or other advertising, and Soulstice will not be a party to or in any way be responsible for monitoring any transaction between you and other Users, or you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, Soulstice and Affiliates do not warrant that access to the Soulstice Platform will be uninterrupted or that the Soulstice Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Soulstice Platform, or as to the timeliness, accuracy, reliability, completeness or content of any class, service, information or materials provided through or in connection with the use of the Soulstice Platform. Soulstice and Affiliates are not responsible for the conduct, whether online or offline, of any User. Soulstice and Affiliates do not warrant that the Soulstice Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. Soulstice and Affiliates will implement appropriate technical and organizational measures to ensure a level of security adapted to the risk for any personal information supplied by you.

Notwithstanding any feature a user may use to expedite Soulstice selection, each user is responsible for determining the class and selecting their Soulstice registered teacher and Soulstice does not warrant any goods or services purchased by a user and does not recommend any particular Soulstice registered teacher. Soulstice does not provide any warranties or guarantees regarding any Soulstice registered teacher’s ability, professional accreditation, registration or license.

(b) No Liability

You acknowledge and agree that Soulstice is only willing to provide the Soulstice Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold Soulstice and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys fees and costs (collectively, “Liabilities”) that have arisen or may arise, relating to your or any other party’s use of or inability to use the Soulstice Platform, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User, any instruction, advice, act, or service provided by Soulstice and Affiliates, and any destruction of your User Generated Content.

UNDER NO CIRCUMSTANCES WILL Soulstice AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR, AND YOU HEREBY RELEASE Soulstice AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY Soulstice, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR ATTORNEYS FEES AND COSTS) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF OR INABILITY TO USE THE Soulstice PLATFORM OR THE class SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH CASES THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

Soulstice AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS Soulstice PLATFORM. Soulstice AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE Soulstice PLATFORM.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT Soulstice AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO Soulstice (IF YOU ARE A user) OR TOTAL class PAYMENTS PAID TO YOU BY userS (IF YOU ARE A Soulstice registered teacher), DURING THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

INDEMNIFICATION 

You hereby agree to indemnify, defend, and hold harmless Soulstice and Affiliates from and against any and all Liabilities incurred in connection with (i) your use or inability to use, or your participation on, the Soulstice Platform; (ii) your participation in classes, or your ability or inability to perform or obtain the performance of classes or to receive payment therefore; (iii) your breach or violation of this Agreement; (iv) your violation of any law, or the rights of any User or third party; (v) your failure to abide by your representations and warranties in Section 2; (vi) any content submitted by you or using your account to the Soulstice Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vii) if you are a user, the acts or omissions of any user’s Agents. Soulstice reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Soulstice.

DISPUTE RESOLUTION

To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Soulstice Platform, your relationship with Soulstice, classes, or this Agreement (including previous versions), (“Dispute”), you and Soulstice agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least 30 days before initiating any out of court settlement (such as mediation if you are a resident of France or Spain), arbitration (if you are a resident of U.S or Canada) or court proceeding (if you are a resident of the U.K., France, or Spain). For users in Germany, please refer to the Jurisdiction-specific provisions. Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to Soulstice. Soulstice’s address for such notice is Attention: Legal Soulstice, Inc.,

• For ALL USERS WORLDWIDE: 14 HAMILTON PLACE, ALKE GROVE, NY USA 11755

PLEASE NOTE: FOR MORE INFORMATION ABOUT DISPUTE RESOLUTION TERMS, PLEASE REVIEW THE JURISDICTION-SPECIFIC SECTION APPLICABLE TO YOU BELOW. IF YOU ARE A USER IN THE U.S. OR CANADA, IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SEE U.S. AND CANADA JURISDICTION-SPECIFIC SECTIONS FOR MORE DETAILS).

APP STORE SOURCED APPS

The following applies to any App accessed through or downloaded from the Apple App Store (an "App Store Sourced Application"):

You acknowledge and agree that (i) the Agreement is entered into between you and Soulstice only, and Apple is not a party to this Agreement other than as third-party beneficiary as contemplated below, and (ii) Soulstice, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Soulstice and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Soulstice, subject at all times to warranty limitations and exclusions set forth in this Agreement.

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

You and Soulstice acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between Soulstice and Apple, Soulstice (and not Apple) will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, though only to the extent required by this Agreement.

You and Soulstice acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.

Without limiting any other terms of this Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

NO AGENCY; NO EMPLOYMENT

No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.

GENERAL PROVISIONS

Failure by Soulstice to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Soulstice with respect to its subject matter, and supersedes and governs any and all prior agreements or communications except as otherwise specified in the Arbitration Agreement in Section 28A. However, this Agreement does not supersede other agreements about other subject matter that you may have with Soulstice, such as the IKEA Assembly Category Terms and Conditions. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Agreement Prohibiting Class Actions and Non-Individualized Relief” provision in the section applicable to U.S. Residents in Section 28A below, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. You hereby acknowledge and agree that we may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Upon the effective date of the assignment of the Agreement (a) Soulstice shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events postdating the effective date of the assignment and, (b) the assignee entity shall replace Soulstice for the performance of this Agreement. This Agreement may not be assigned or transferred by you without our prior written approval. Any assignment in violation of this Section 22 shall be null and void. This Agreement will insure to the benefit of Soulstice, its successors and assigns.

LICENSING

Soulstice registered teachers alone are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking classes. Indeed, certain types of classes and services may be prohibited altogether, and it is the responsibility of Soulstice registered teachers to avoid such prohibited classes and services. Penalties may include fines or other law enforcement. If you have questions about how national/ state/ provincial/ territorial and local laws apply to your classes and services on the Soulstice Platform, you should first seek appropriate legal guidance.

Because Soulstice does not supervise, scope, direct, control, or monitor a Soulstice registered teacher’s work or performance of classes, users must determine for themselves whether a Soulstice registered teacher is qualified to perform the specific class at hand. users may wish to consult their national/state/provincial/territorial or local requirements to determine whether certain classes are required to be performed by a licensed or otherwise registered professional. users may also wish to discuss with their Soulstice registered teacher any specific hazards, obstacles, or impediments in the class location (both visible and concealed) that may impact the performance of the class.

CHANGES TO THIS AGREEMENT AND THE SOULSTICE PLATFORM

Soulstice reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including the Terms of Service, Privacy Policy, and Happiness Pledge) and review, improve, modify or discontinue, temporarily or permanently, the Soulstice Platform or any content or information through the Soulstice Platform at any time, effective with or without prior notice and without any liability to Soulstice. Soulstice will endeavor to notify you of material changes to this Agreement by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account, and immediately stop using, the Soulstice Platform. Your continued use of the Soulstice Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction. Soulstice may also impose limits on certain features or restrict your access to part or all of the Soulstice Platform without notice or liability.

NO RIGHTS OF THIRD PARTIES

The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights except as set forth in Section 20) or to give any person or entity other than the User any interest, remedy, claim, liability, reimbursement, claim of action or any other claim of action with respect to or in connection with any agreement or provision contained herein or contemplated hereby. None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement, provided, however, that a user’s Agent may act in the name of and on behalf of his/her user.

NOTICES AND CONSENT TO RECEIVE NOTICES ELECTRONICALLY

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically, including without limitation by email or by posting Notices on the Sites. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all Notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service.

If you have any questions about these Terms of Service or about the Soulstice Platform, please contact us by email at help.tr.co or by mail to 14 Hamilton Place, Lake Grove, NY USA 11755.

CONSENT TO ELECTRONIC SIGNATURES

By using the Soulstice Platform, you agree to transact electronically through the Soulstice Platform. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.

JURISDICTION-SPECIFIC PROVISIONS, INCLUDING DISPUTE RESOLUTION

A. Residents of the United States of America.

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND Soulstice CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

IN ADDITION, BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE Soulstice PLATFORM.

Telephone Communications and Agreement to be Contacted

(a) Your Consent to Receive Automated Calls/Texts.

You acknowledge that by voluntarily providing your telephone number(s), you expressly agree to receive calls or text messages (which may include prerecorded voice messages, and/or autodialed calls) from Soulstice and Affiliates, or from independent contractors (including Soulstice registered teachers) related to promotions, your account, registration, orientation, upcoming or scheduled classes, product alterations, changes and updates, service outages, reminders about incomplete or upcoming classes, follow ups to any push notifications delivered through our mobile application, any transaction with Soulstice, and/or your relationship with Soulstice. You acknowledge that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree that Soulstice may obtain, and you expressly agree to be contacted at, any email addresses, mailing addresses, or phone numbers provided by you at any time or obtained through other lawful means, such as skip tracing, caller ID capture, or other means. You agree to receive automated calls and text messages from Soulstice and Affiliates, or from independent contractors (including Soulstice registered teachers) even if you cancel your account or terminate your relationship with Soulstice, except if you opt-out (see below). You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. To opt-out, please see the Opt-Out Instructions below.

(b) Opt-Out Instructions.

Your consent to receive automated calls and texts is completely voluntary. You may opt-out at any time. To opt-out of text messages, text STOP to any text message you receive or email opt-out-texts@Soulstice.com and specify that you want to opt out of text messages. You may also text HELP for help. You acknowledge and agree to accept a final text message confirming your opt-out. To opt-out of automated voice calls (not text messages), you must (i) provide Soulstice with written notice revoking your consent to receiving automated calls; (ii) in that written notice, you must include your full name, mailing address, account number, and the specific phone number(s) for which you wish to stop automated calls; and (iii) send this written notice to opt-out-texts@Soulstice.com. It is your sole responsibility to notify Soulstice if you no longer want to receive automated calls or text messages. You waive any rights to bring claims for unauthorized or undesired calls or text messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to thirty (30) days to process any opt-out request. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you.

(c) Fees and Charges.

There is no fee to receive automated telephone calls or text messages from Soulstice, our agents, affiliates, and independent contractors (including Soulstice registered teachers). However, you may incur a charge for these calls or text messages from your telephone carrier, which is your sole responsibility. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that Soulstice and Affiliates, and independent contractors (including Soulstice registered teachers) are not responsible for such charges.

(d) Unauthorized Use of Your Telephone Device.

You must notify Soulstice immediately of any breach of security or unauthorized use of your telephone device. Although Soulstice and Affiliates, and independent contractors (including Soulstice registered teachers) will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for our losses due to such unauthorized use.

(e) Your Indemnification to Soulstice.

You agree to indemnify Soulstice and Affiliates, and independent contractors (including Soulstice registered teachers) for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or its state law equivalent, relating to your voluntary provision of a telephone number that is not owned by you and/or your failure to notify Soulstice of any changes in your contact information, including telephone number. You agree to indemnify, defend and hold Soulstice and Affiliates harmless from and against any and all such claims, losses, liability, costs and expenses (including reasonable attorneys’ fees). Soulstice shall have the exclusive right to choose counsel, at your expense, to defend any such claims.

(f) General.

You are responsible for obtaining and maintaining all telephone devices and other equipment and software, and all internet service providers, mobile service, and other services needed to receive calls and text messages. Text messaging may only be available with select carriers with compatible handsets. Your obligations under this Section 28A will survive termination of these Terms of Service.

Worker Classification and Withholdings

Soulstice does not employ Soulstice registered teachers. Soulstice is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with a User’s use of the Soulstice Platform. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

To the extent permitted by law, you hereby grant Soulstice a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Soulstice (collectively, “Media”) in exchange for use of the Soulstice Platform, in any media now known or not currently known in order to market, operate, and improve upon the Soulstice Platform, including but not limited to the right to the following:

• Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content;

• Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) or any videotape, film, recording, or photograph (or portion thereof) that such User provides to Soulstice or that Soulstice takes of User, and use, reproduce, modify, or creative derivatives of such User Generated Content or Media, including such User’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”) in any format and through any distribution channels;

• Reproduce in any and all media any recordings of such User’s voice, and any related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Soulstice Platform or any Soulstice promotional campaigns;

• Use, and permit to be used, such User’s Media, Physical Likeness, and Voice in the advertising, marketing, and/or publicizing of the Soulstice Platform in any media, in any format and through any distribution channels; and

• Use, and permit to be used, such User’s name and identity in connection with the Soulstice Platform or any Soulstice promotional campaigns.

Further, you hereby waive any and all moral rights in connection with the Media. Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each User acknowledges that Soulstice shall not owe any financial or other remuneration for using the Media, Physical Likeness, or Voice provided hereunder by such User, either for initial or subsequent transmission or playback.

Each User hereby waives all rights and releases Soulstice and Affiliates from, and shall hold harmless against any such parties for, any claim or cause of action, whether now known or unknown, including without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, Physical Likeness, Media, or Voice in connection with the Soulstice Platform.

Release

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH READS AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

If you are not a California resident, you waive your rights under any statute, regulation, or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

Further, in consideration of the services provided by Soulstice, you hereby release Soulstice from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to telephone calls or text messages, including without limitation any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws).

Soulstice and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

Background Checks

You will promptly disclose to Soulstice in writing if you have any potentially relevant criminal convictions (other than minor fixed penalty parking or speeding offenses), that arise during your use of the Soulstice Platform.

Dispute Resolution - Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND Soulstice CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND Soulstice TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Agreement to Binding Arbitration

IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND Soulstice MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.

This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives the termination of this Agreement and your relationship with Soulstice.

To the fullest extent permitted by applicable law, you and Soulstice agree to arbitrate any and all disputes and claims (“collectively, “Claim” or “Claims”) relating to, arising from or regarding your use of the Soulstice Platform, your relationship with Soulstice, classes, or this Agreement (including previous versions), including Claims by Soulstice, Claims against Soulstice and Claims against Soulstice’s Affiliates (including its parent company).

To the fullest extent permitted by applicable law, this includes, but is not limited to, claims related to payments, any city, county, state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by Soulstice; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; claims arising under the Fair Labor Standards Act, Civil Rights Act, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Soulstice and covered by the Employee Retirement Income Security Act or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims.

If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and Soulstice agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND Soulstice ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.

(b) Prohibition of Class Actions and Non-Individualized Relief

Except as otherwise required under applicable law, you and Soulstice agree that any arbitration will be limited to the Claim between Soulstice (and/or, if applicable, its Affiliates) and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND Soulstice ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and Soulstice otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to California Private Attorney General Act Claims, which are addressed separately below.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

(c) Representative PAGA Waiver

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and Soulstice agree not to bring a representative action on behalf of others under the California Private Attorneys General Act (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under PAGA, both you and Soulstice agree that any such Claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver”).

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act Claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the parties agree that court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

(d) Rules and Logistics Governing Arbitration

In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and Soulstice agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.

As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:

(i) If Soulstice initiates arbitration under this Arbitration Agreement, Soulstice will pay all AAA filing and arbitration fees.

(ii) If a user or Soulstice registered teacher files a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD $10,000, Soulstice will pay all AAA filing and arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

(iii) If a user or Soulstice registered teacher files a Claim in accordance with this Arbitration Agreement and the associated claim for damages exceeds USD $10,000, Soulstice shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses, and the user or Soulstice registered teacher shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which the class was performed, unless a lower fee amount would be owed by you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), however, then the allocation of fees will be governed by the applicable AAA Rules.

(iv) Except as required by law or the applicable AAA Rules, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).

(v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.

Unless you and Soulstice agree otherwise, any arbitration hearings with a Soulstice registered teacher will take place in the county of the Soulstice registered teacher’s billing address, and any arbitration hearings with a user will take place in the county in which the user received class services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration.

(e) Exceptions to Arbitration

The Arbitration Agreement shall not require arbitration of the following types of claims:

• Claims for workers’ compensation, disability insurance and unemployment insurance benefits;

• Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis;

• Applications for provisional remedies, preliminary injunctions, and temporary restraining orders relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;

• Representative action brought on behalf of others under PAGA or other private attorney general acts, to the extent the representative PAGA Waiver in Section 19(d) is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; and

• Claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. This Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.

(f) Severability

In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(g) Opt Out of Arbitration Agreement

For Soulstice registered teachers, you may opt out of the requirement to arbitrate if you have not previously agreed to an arbitration provision in Soulstice’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this version of the arbitration agreement in the manner specified below, but opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with Soulstice.

Except as specified in this arbitration agreement, if you are a Soulstice registered teacher, you may opt out of the Arbitration Agreement by notifying Soulstice in writing within 30 days of your agreement to these Terms of Service. To opt out, you must send a signed written notification to Soulstice, Inc., 237 Kearny Street #9003 San Francisco, CA 94108, Attention: Legal, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you wish to opt out of the Arbitration Agreement.

(h) Soulstice registered teacher Claims in Pending Class Action

If you are a member of a putative class in a wage and hour class action lawsuit against Soulstice that is pending as of the effective date of these Terms of Service (a “Pending Class Action”), then this Arbitration Agreement shall not apply to your claims in that particular class action. Instead, your claims in that Pending Class Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Agreement’s effective date.

Governing Law

Except as expressly provided otherwise, this Agreement and your use of the Soulstice Platform will be governed by, and will be construed under, the laws of the State of Nevada, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement and is not intended to create any substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise.

B. Residents of Canada.

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND Soulstice CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.

IN ADDITION, BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.

Telephone Communications and Agreement to be Contacted

By providing your mobile phone number and using the Soulstice Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by Soulstice and Affiliates, or from independent contractors (including Soulstice registered teachers) in order to (a) perform and improve upon the Soulstice Platform, (b) facilitate the carrying out of classes through the Soulstice Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming classes, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming classes and/or in follow up to any push notifications delivered through our mobile application. Soulstice will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Soulstice by modifying your account settings on the Sites or Apps, texting “STOP” in response to any texts, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from Soulstice by stating that you no longer wish to receive calls during any call with us, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

Worker Classification and Withholdings

Soulstice does not employ Soulstice registered teachers. Soulstice is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, HST/QST/GST/PST, unemployment or employment insurance, Canada Pension Plan, social security, disability insurance or any other applicable federal or provincial withholdings in connection with a User’s use of the Soulstice Platform. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

To the extent permitted by law, you hereby grant Soulstice a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Soulstice (collectively, “Media”) in exchange for use of the Soulstice Platform, in any media now known or not currently known in order to market, operate, and improve upon the Soulstice Platform, including but not limited to the right to the following:

• Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content;

• Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) or any videotape, film, recording, or photograph (or portion thereof) that such User provides to Soulstice or that Soulstice takes of User, and use, reproduce, modify, or creative derivatives of such User Generated Content or Media, including such User’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”) in any format and through any distribution channels;

• Reproduce in any and all media any recordings of such User’s voice, and any related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Soulstice Platform or any Soulstice promotional campaigns;

• Use, and permit to be used, such User’s Media, Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Soulstice Platform in any media, in any format and through any distribution channels; and

• Use, and permit to be used, such User’s name and identity in connection with the Soulstice Platform or any Soulstice promotional campaigns.

Further, you hereby waive any and all moral rights in connection with the Media (to the extent allowable by law). Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each User acknowledges that Soulstice shall not owe any financial or other remuneration for using the Media, Physical Likeness, or Voice provided hereunder by such User, either for initial or subsequent transmission or playback.

Each User hereby waives all rights and releases Soulstice and Affiliates from, and shall hold harmless against any such parties for, any claim or cause of action, whether now known or unknown, including without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, Physical Likeness, Media, or Voice in connection with the Soulstice Platform.

Background Checks

You will promptly disclose to Soulstice in writing if you have any potentially relevant criminal convictions (other than minor fixed penalty parking or speeding offenses), that arise during your use of the Soulstice Platform.

Dispute Resolution – Arbitration & Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND Soulstice CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU AND Soulstice TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

Except where prohibited by law, any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. For greater certainty, neither Soulstice registered teachers nor users shall commence or participate in a class proceeding or other aggregate action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute.

The seat of the arbitration shall be the same as the provincial or territorial law governing this Agreement (i.e., the Province of Ontario). The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.

All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought; however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts.

A party to this Agreement may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.

Governing Law

Except as expressly provided otherwise, this Agreement and your use of the Soulstice Platform will be governed by, and will be construed under, the laws of the Province of Ontario, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Ontario law to interpret this Agreement and is not intended to create any substantive right to non-residents of Ontario to assert claims under Ontario law whether by statute, common law, or otherwise.

C. Residents of the United Kingdom.

Telephone Communications and Agreement to be Contacted

By providing your mobile phone number and using the Soulstice Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by Soulstice and Affiliates, or from independent contractors (including Soulstice registered teachers) in order to (a) perform and improve upon the Soulstice Platform, (b) facilitate the carrying out of classes through the Soulstice Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming classes, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming classes and/or in follow up to any push notifications delivered through our mobile application. Soulstice will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Soulstice by modifying your account settings on the Sites or Apps, texting “STOP” in response to any texts, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from Soulstice by stating that you no longer wish to receive calls during any call with us, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

Worker Classification and Withholdings

Soulstice does not employ Soulstice registered teachers. Soulstice is not responsible for and will not be liable for any tax payment or withholding, including but not limited to applicable VAT, National Insurance, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a User’s use of the Soulstice Platform. The Soulstice registered teacher assumes full and sole responsibility for all required and applicable income tax and National Insurance Contributions withholdings as to the Soulstice registered teacher and all persons engaged by the Soulstice registered teacher in the performance of the class Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

To the extent permitted by law, you hereby grant Soulstice a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Soulstice (collectively, “Media”) in exchange for use of the Soulstice Platform, in any media now known or not currently known in order to market, operate, and improve upon the Soulstice Platform, including but not limited to the right to the following:

• Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content;

• Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) or any videotape, film, recording, or photograph (or portion thereof) that such User provides to Soulstice or that Soulstice takes of User, and use, reproduce, modify, or creative derivatives of such User Generated Content or Media, including such User’s picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”) in any format and through any distribution channels;

• Reproduce in any and all media any recordings of such User’s voice, and any related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the Soulstice Platform or any Soulstice promotional campaigns;

• Use, and permit to be used, such User’s Media, Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the Soulstice Platform in any media, in any format and through any distribution channels; and

• Use, and permit to be used, such User’s name and identity in connection with the Soulstice Platform or any Soulstice promotional campaigns.

Further, you hereby waive any and all moral rights in connection with the Media (to the extent allowable by law). Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each User acknowledges that Soulstice shall not owe any financial or other remuneration for using the Media, Physical Likeness, or Voice provided hereunder by such User, either for initial or subsequent transmission or playback.

Each User hereby waives all rights and releases Soulstice and Affiliates from, and shall hold harmless against any such parties for, any claim or cause of action, whether now known or unknown, including without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such User’s identity, Physical Likeness, Media, or Voice in connection with the Soulstice Platform.

Soulstice and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

Background Checks

You will promptly disclose to Soulstice in writing if you have any potentially relevant unspent convictions or cautions (other than minor fixed penalty parking or speeding offenses), that arise during your use of the Soulstice Platform.

Contract between users and Soulstice registered teachers

users, and not Soulstice, supervise, scope, direct, control, or monitor a Soulstice registered teacher’s work and the classes performed, and may waive any such direction or instruction during the performance of the class. user’s Agent may authorize any applicable waiver of the user’s scoping, direction, or instruction of the Soulstice registered teacher’s work or performance of the class by signing in the user’s stead. user agrees that such direction and/or waiver is valid against user and user’s Agent, and user shall be responsible and liable for all such direction and/or waiver as if made by user him or herself.

No Liability

Regardless of any other provision in this Agreement, nothing in these Terms of Service excludes or limits liability for: (i) death or personal injury caused by Soulstice’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that, by law, may not be limited or excluded.

No Rights of Third Parties

The provisions of this Agreement are for the sole benefit of the Parties and their successors and permitted assigns, and they will not be construed as conferring any rights to any third party (including any third party beneficiary rights). No terms are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement, provided, however, that a user’s Agent may act in the name of and on behalf of his/her user.

Invoicing Obligations for Soulstice registered teachers

As a Soulstice registered teacher rendering services in the U.K., you may have the obligation under the Commercial Code and the Tax Code to issue invoices or receipts to your users. Any invoices or receipts have to comply with specific requirements. Soulstice is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that Soulstice will not issue invoices or receipts on your behalf.

A Soulstice registered teacher rendering services in the U.K. may be required to issue invoices to its users. The Soulstice registered teacher shall be responsible at all times, and fully liable regarding, (i) its invoicing obligations, in particular as regards the content of the invoice and its mandatory details and (ii) the VAT consequences deriving from that. More generally, the Soulstice registered teacher shall be responsible for filing his/her VAT returns and paying VAT relating to the classes performed by the Soulstice registered teacher for the benefit of the user.

Soulstice shall not be held responsible for any breach of the Soulstice registered teacher's tax obligations, it being specified that Soulstice shall not be held jointly and severally liable for VAT, interest on overdue VAT, or for any penalties or fines that would be owed by the Soulstice registered teacher.

Governing Law

This Agreement and your use of the Soulstice Platform shall be governed by English law, and any dispute regarding this Agreement or the use of the Soulstice Platform will only be dealt with by the English courts. Nothing shall prevent Soulstice from bringing proceedings to protect our intellectual property rights before any competent court.

D. Residents of France.

Telephone Communications and Agreement to be Contacted

By providing your mobile phone number and using the Soulstice Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by Soulstice and Affiliates, or from independent contractors (including Soulstice registered teachers) in order to (a) perform and improve upon the Soulstice Platform, (b) facilitate the carrying out of classes through the Soulstice Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming classes, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming classes and/or in follow up to any push notifications delivered through our mobile application. Soulstice will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Soulstice by modifying your account settings on the Sites or Apps, texting “STOP” in response to any texts, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from Soulstice by stating that you no longer wish to receive calls during any call with us, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

Worker Classification and Withholdings

Soulstice does not employ Soulstice registered teachers. Soulstice is not responsible for and will not be liable for any tax payment or withholding, including but not limited to applicable VAT, social security, or other payroll withholding tax in connection with a Soulstice registered teacher’s use of the Soulstice Platform. The Soulstice registered teacher assumes full and sole responsibility for all required and applicable income tax and contributions to Social Security as to the Soulstice registered teacher and all persons engaged by the Soulstice registered teacher in the performance of the class Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

To the extent permitted by law, you hereby grant Soulstice for the duration of the intellectual property rights, including any legal extension thereof, a non-exclusive, worldwide, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) content, such as any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Soulstice (collectively, “Media”) in exchange for use of the Soulstice Platform, in any media now known or not currently known in order to market, operate, and improve upon the Soulstice Platform, including but not limited to the right to the following, to the extent permissible by law in the country where the class is performed:

• Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content, in any format and through any distribution channels;

• Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) in any format and through any distribution channels;

• Use, and permit to be used, such User’s Media or User Generated Content in the advertising, marketing, and/or publicizing of the Soulstice Platform in any media, in any format and through any distribution channels; and

• Use, and permit to be used, such User’s name, and identity in connection with the Soulstice Platform or any Soulstice promotional campaigns.

Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each User acknowledges that Soulstice shall not owe any financial or other remuneration for using the Media provided hereunder by such User, either for initial or subsequent transmission or playback.

Disclaimer of Warranties/No Liability

Regardless of any other provision in this Agreement excluding or limiting Soulstice’s liability, nothing in these Terms of Service excludes or limits Soulstice’s warranties and liability for: (i) death or personal injury caused by Soulstice; (ii) in case of Soulstice’s gross negligence or willful misconduct; (iii) any other liability or warranty that, by law, may not be limited or excluded by Soulstice.

Background Checks

You will promptly disclose to Soulstice in writing if you have any potentially relevant criminal convictions (other than minor fixed penalty parking or speeding offenses), that arise during your use of the Soulstice Platform.

Invoicing Obligations for Soulstice registered teachers

As a Soulstice registered teacher rendering services in France, you may have the obligation under the French Commercial Code and the French Tax Code to issue invoices or receipts to your users. Any invoices or receipts have to comply with specific requirements. Soulstice is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that Soulstice will not issue invoices or receipts on your behalf.

Soulstice registered teachers remain at all times fully liable regarding (i) their invoicing obligations, in particular as regards the content of the invoice(s) and its mandatory details and (ii) the VAT consequences deriving from that. More generally, Soulstice registered teachers remain in charge of filing their VAT returns and paying VAT relating to the classes performed by them for the benefit of the users.

Soulstice shall not be held responsible for any breach of the Soulstice registered teacher's tax obligations, it being specified that Soulstice shall not be held jointly and severally liable for VAT, interest on overdue VAT, or for any penalties or fines that would be owed by the Soulstice registered teacher.

Governing Law and Jurisdiction

This Agreement and your use of the Soulstice Platform shall be governed by French law. If you have a Dispute that is not resolved pursuant to the provisions of Section 19, you may use any alternative dispute resolution method, such as mediation (by applying for a mediator via http://capebpdl.mediateurconsommation.fr/ and/or by accessing the European online dispute resolution at the following address: http://ec.europa.edu/odr, for assistance in reaching an amicable resolution independently and impartially. You are free to accept or reject the use of mediation and, in case of mediation, each party is free to accept or reject the solution proposed by the mediator. In any event, you are not prohibited from bringing legal proceedings regarding this Agreement or any subject related to the Soulstice Platform before a competent French court.

Legal notices

The Soulstice websites and mobile apps are owned and operated by Soulstice, Inc., a Nevada corporation.

No European address:

Soulstice has no physical European Address.  Only a US address (14 Hamilton Place, Lake Grove, NY 11755).

www.Soulstice.app

E. Residents of Germany.

Telephone Communications and Agreement to be Contacted

By providing your mobile phone number and using the Soulstice Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by Soulstice and Affiliates, or from independent contractors (including Soulstice registered teachers) in order to (a) perform and improve upon the Soulstice Platform, (b) facilitate the carrying out of classes through the Soulstice Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming classes, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming classes and/or in follow up to any push notifications delivered through our mobile application. Soulstice will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Soulstice by modifying your account settings on the Sites or Apps, texting “STOP” in response to any texts, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from Soulstice by stating that you no longer wish to receive calls during any call with us, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

Worker Classification and Withholdings

Soulstice does not employ Soulstice registered teachers. Soulstice is not responsible for and will not be liable for any tax payment or withholding, including but not limited to applicable VAT, employer’s liability, social security, PAYE or other payroll withholding tax in connection with a User’s use of the Soulstice Platform. The Soulstice registered teacher assumes full and sole responsibility for all required and applicable income tax and contributions to Social Security as to the Soulstice registered teacher and all persons engaged by the Soulstice registered teacher in the performance of the class Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

To the extent permitted by law, you hereby grant Soulstice for the duration of the intellectual property rights, including any legal extension thereof, a non-exclusive, worldwide, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) content, such as any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Soulstice (collectively, “Media”) in exchange for use of the Soulstice Platform, in any media now known or not currently known in order to market, operate, and improve upon the Soulstice Platform, including but not limited to the right to the following, to the extent permissible by law in the country where the class is performed:

• Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content, in any format and through any distribution channels;

• Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) in any format and through any distribution channels;

• Use, and permit to be used, such User’s Media or User Generated Content in the advertising, marketing, and/or publicizing of the Soulstice Platform in any media, in any format and through any distribution channels; and

• Use, and permit to be used, such User’s name, and identity in connection with the Soulstice Platform or any Soulstice promotional campaigns.

Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each User acknowledges that Soulstice shall not owe any financial or other remuneration for using the Media provided hereunder by such User, either for initial or subsequent transmission or playback.

Legal Recourse

Users in Germany are free to file a claim related to this Agreement in a German court at any time and do not have to notify Soulstice of any disputes prior to filing such claims.

Cancellation Fee

Notwithstanding anything to the contrary in Section 4 above, a user who proves that damages (especially lost profit) have either not occurred or are substantially less than the cancellation fee may have their cancellation fee adjusted accordingly.

Changes to this Agreement

Notwithstanding anything to the contrary in Section 24 above, Soulstice will notify you of material changes to this Agreement by email within a reasonable time. Changes will be deemed approved if the User does not terminate this Agreement in accordance with Section 8 within a reasonable time after notification of the changes.

Warranties and liability

Notwithstanding anything to the contrary in Section 17 above, Soulstice is only liable for breach caused by willful misconduct or gross negligence of its cardinal, material contractual obligations. In the event of initial impossibility, Soulstice may only be liable if it was aware of the impediment to performance prior to entering this Agreement, was unwilling due to gross negligence to remedy that impediment, and a cardinal obligation was breached as a result of that initial impossibility.

Invoicing Obligations for Soulstice registered teachers

As a Soulstice registered teacher rendering services in Germany, you may have the obligation under the German Commercial Code and the German Tax Code to issue invoices or receipts to your users. Any invoices or receipts have to comply with specific requirements. Soulstice is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that Soulstice will not issue invoices or receipts on your behalf.

A Soulstice registered teacher rendering services in Germany may be required to issue invoices to its users. The Soulstice registered teacher shall be responsible at all times, and fully liable regarding, (i) its invoicing obligations, in particular as regards the content of the invoice and its mandatory details and (ii) the VAT consequences deriving from that. More generally, the Soulstice registered teacher shall be responsible for filing his/her VAT returns and paying VAT relating to the classes performed by the Soulstice registered teacher for the benefit of the user.

Soulstice shall not be held responsible for any breach of the Soulstice registered teacher's tax obligations, it being specified that Soulstice shall not be held jointly and severally liable for VAT, interest on overdue VAT, or for any penalties or fines that would be owed by the Soulstice registered teacher.

Governing law and jurisdiction

If you are a consumer with habitual residence in Germany, this Agreement and your use of the Soulstice Platform shall be governed by the laws of the Federal Republic of Germany, without regard to choice of law principles.

We prefer to discuss your concerns directly with you. Please contact Soulstice directly if you have any questions or problems.

Legal notices

The Soulstice platform is owned and operated by Soulstice, Inc., a Delaware corporation.

Note Soulstice has no European address:

Website: www.Soulstice.app

Mail:    Email:  Team@Soulstice.app

Phone Number:  860-255-4435

F. Residents of Spain

Telephone Communications and Agreement to be Contacted

By providing your mobile phone number and using the Soulstice Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by Soulstice and Affiliates, or from independent contractors (including Soulstice registered teachers) in order to (a) perform and improve upon the Soulstice Platform, (b) facilitate the carrying out of classes through the Soulstice Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming classes, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming classes and/or in follow up to any push notifications delivered through our mobile application. Soulstice will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Soulstice by modifying your account settings on the Sites or Apps, texting “STOP” in response to any texts, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from Soulstice by stating that you no longer wish to receive calls during any call with us, or by emailing opt-out-texts@Soulstice.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.

You will be informed in each telephone call to or from Soulstice if the call will be monitored and/or recorded by Soulstice, and you will be informed about the processing of your voice as personal data in accordance with the applicable law.

Commercial relationship between Soulstice and the Soulstice registered teacher

Soulstice does not employ Soulstice registered teachers, they are professionals that have a commercial relationship with Soulstice, not an employment one. Therefore, Soulstice is not responsible for and will not be liable for any tax payment or withholding, including but not limited to applicable VAT, Social Security contributions, employer’s liability, PAYE or any withholding tax in connection to any Soulstice registered teacher. The Soulstice registered teacher assumes full and sole responsibility for all required and applicable income tax and Social Security contributions as to the Soulstice registered teacher and all persons engaged by the Soulstice registered teacher in the performance of the class Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.

Media and User Generated Content

To the extent permitted by law, you hereby grant Soulstice for the duration of the intellectual property rights, including any legal extension thereof, a non-exclusive, worldwide, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right to exercise all copyrights, publicity rights, and any other rights you have in (1) your User Generated Content and (2) content, such as any videotape, film, recording, photograph, voice, or any instrumental, musical, or other sound effects you provide to Soulstice (collectively, “Media”) in exchange for use of the Soulstice Platform, in any media now known or not currently known in order to market, operate, and improve upon the Soulstice Platform, including but not limited to the right to the following, to the extent permissible by law in the country where the class is performed:

• Use, view, copy, adapt, modify, distribute, license, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Media or User Generated Content, in any format and through any distribution channels;

• Exhibit, distribute, display, transmit, and broadcast on any and all media (including, without limitation, the internet), any Media or User Generated Content (or portion thereof) in any format and through any distribution channels;

• Use, and permit to be used, such User’s Media or User Generated Content in the advertising, marketing, and/or publicizing of the Soulstice Platform in any media, in any format and through any distribution channels; and

• Use, and permit to be used, such User’s name, and identity in connection with the Soulstice Platform or any Soulstice promotional campaigns.

Each User warrants and represents that they have the lawful authority to grant the rights set out above, and that such rights do not negatively impact any third party rights.

Each User acknowledges that Soulstice shall not owe any financial or other remuneration for using the Media provided hereunder by such User, either for initial or subsequent transmission or playback.

User Background Checks

Users will not be subject to criminal background checks unless there is any European Union regulation or Spanish law that allows the processing of personal data for carrying out such criminal checks.

Disclaimer of Warranties/No Liability

Regardless of any other provision in this Agreement excluding or limiting Soulstice’s liability, nothing in these Terms of Service excludes or limits Soulstice’s warranties and liability for: (i) death or personal injury caused by Soulstice; (ii) in case of Soulstice’s gross negligence or willful misconduct; (iii) any other liability or warranty that, by law, may not be limited or excluded by Soulstice.

Links to Third-Party Websites

By granting Soulstice access to any Third-Party Accounts, and when you consent to do so, you understand that (i) Soulstice may access, make available and store (to the extent permitted by law) your public profile that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Soulstice Platform via your Soulstice account, and (ii) Soulstice may submit to and receive additional information from your Third-Party Account to the extent specified when you link your account with the Third-Party Account.

Changes to this Agreement and the Soulstice Platform

Soulstice reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including the Terms of Service, Privacy Policy, and Happiness Pledge) and review, improve, modify or discontinue, temporarily or permanently, the Soulstice Platform or any content or information through the Soulstice Platform at any time. If the Soulstice makes changes to this Agreement, Soulstice will post the new version of the Agreement on the Soulstice Platform and update the “Last Updated” date at the top of this Agreement.

Invoicing Obligations for Soulstice

As a Soulstice registered teacher rendering services in Spain, you may have the obligation under the Spanish Commercial Code and the Spanish Tax Code to issue invoices or receipts to your users. Any invoices or receipts have to comply with specific requirements. Soulstice is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that Soulstice will not issue invoices or receipts on your behalf.

The Soulstice registered teacher shall be responsible at all times, and fully liable regarding, (i) its invoicing obligations, in particular as regards the content of the invoice and its mandatory details and (ii) the VAT consequences deriving from that. More generally, the Soulstice registered teacher shall be responsible for filing his/her VAT returns and paying VAT relating to the classes performed by the Soulstice registered teacher for the benefit of the user.

Soulstice shall not be held responsible for any breach of the Soulstice registered teacher's tax obligations, it being specified that Soulstice shall not be held jointly and severally liable for VAT, interest on overdue VAT or for any penalties or fines that would be owed by the Soulstice registered teacher.

Governing Law and Jurisdiction

This Agreement and your use of the Soulstice Platform shall be governed by Spanish law, and any dispute regarding this Agreement or the use of the Soulstice Platform will be dealt with by the Spanish courts.

If you have a Dispute that is not resolved pursuant to the provisions of Section 19, you may use any alternative dispute resolution method, such as mediation. You are free to accept or reject the use of mediation and, in case of mediation, each party is free to accept or reject the solution proposed by the mediator. In any event, you are not prohibited from bringing legal proceedings regarding this Agreement or any subject related to the Soulstice Platform before a competent Spanish court.

Soulstice Legal Notice

Soulstice, Inc. is a company registered in Delaware (United States).

Employer Identification Number - 85-1354843

State ID - E7147172020-2

Registered Agent - Registered Agents Inc., 401 Ryland St., STE 200-A, Reno, NV, 89502

There is no European address of Soulstice, Inc. only a US address

14 Hamilton Place, Lake Grove, NY 11755

Authorized representative: Kushal Malhotra

Contact address:

Email: Team@Soulstice.app

Phone Number: 860-255-4435

29. Acknowledgement and Consent

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, AS WELL AS THE PRIVACY POLICY AND HAPPINESS PLEDGE, AND AGREE THAT MY USE OF THE Soulstice PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LAST REVISED ON: June 27TH, 2020

 

 

TERMS & CONDITIONS

©2020 Soulstice™

 

Team Soulstice™

 

 


[1] Business Name - Soulstice Inc.

Business Type - Corporation

Formation State - Nevada

Business Description - Online platform for connecting Yoga and Wellness Teachers with Students.

Physical, Mailing, and Principal Address - 14 Hamilton Place, Lake Grove, NY, 11755-1915

Formation State - Nevada

Filing Date - 2020-06-09

Registered Agent

Registered Agents Inc.

401 Ryland St., STE 200-A, Reno, NV, 89502

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