Terms & Conditions - Vstudio.Live Inc.

LIMITED LICENSE AND TERMS OF USE

***WARNING: USE AT YOUR OWN RISK. THE FOLLOWING MATERIAL INCLUDES IMPORTANT INFORMATION RELATED TO LIMITATIONS OF LIABILITY THAT WILL SITELY TO YOU. ALWAYS CONSULT A PHYSICIAN BEFORE PERFORMING A VSTUDIO WORKOUT OR ACTING ON ANY INFORMATION PROVIDED VIA VSTUDIO NOT ALL WORKOUTS, EXERCISES AND/OR ACTIVITIES ARE SUITABLE FOR EVERYONE. IF YOU FEEL DISCOMFORT OR PAIN, DISCONTINUE ANY EXERCISE AND CONSULT A MEDICAL EXPERT. THE INSTRUCTIONS AND ADVICE PRESENTED ARE IN NO WAY INTENDED AS A SUBSTITUTE FOR MEDICAL OR PSYCHOLOGICAL COUNSELING.***

Acceptance of Terms of Use

You agree to the terms and conditions outlined in this Limited License and Terms of Use (“Terms of Use”) with respect to the Vstudio.com website (the “Site”), which are provided by Vstudio Inc. and/or its affiliates and subsidiaries (collectively, the “Company” or “Vstudio”) for your and others’ personal, non-commercial enjoyment, subject to these Terms of Use.  These Terms of Use constitute the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to Vstudio, the content, products or services provided by or through Vstudio, and the subject matter of these Terms of Use.  These Terms of Use may be amended at any time by us from time to time without specific notice to you. The latest Terms of Use will be posted on the Site, and you should review the Terms of Use prior to using Vstudio.  To the extent that anything in or associated with Vstudio is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

By using Vstudio, you are deemed to have agreed and be bound by these Terms of Use. If you refuse to accept these Terms of Use, you are not permitted to use Vstudio. 

If you have any questions about our Terms of Use, please email us at jayla@vstudio.live.

Your Status

By using the Site and/or registering with Vstudio, you warrant that you have the legal authority to agree to accept these Terms of Use and be bound by these Terms of Use on behalf of yourself and any person you purport to represent.

General Conditions

Vstudio and any communications service, including the capability to submit material through a form (each such submission, a “Contribution”), blog post, newsletter, comment, video, livestream, pre-recorded video, chat message, voice or text based communication, or other interactive service that may be available to you on or through Vstudio (collectively, the “Services”) are provided to you solely for information and entertainment purposes at your sole risk. Except as expressly permitted, you agree not to use Vstudio for sale, trade or other commercial purposes, and you may not modify, copy, publish, display, transmit, adapt or in any way exploit the content of Vstudio. Only if you obtain prior written consent from the Company, and from all other entities with an interest in the relevant intellectual property (including without limitation any Instructor, fitness instructor, athlete, choreographer, coach, or fitness professional involved in the production or provision of any content provided by Vstudio or in connection with the Services), may you publish, display or commercially exploit any material from Vstudio. To seek our permission, you may email us at jayla@vstudio.live. If permission is granted by us and by all other entities with an interest in the relevant intellectual property, you may not change or delete any author attribution, trademark, legend or copyright notice. You must abide by all additional copyright notices or other restrictions contained on Vstudio.

We control and operate Vstudio from our offices in Ontario, Canada. We do not represent that materials on Vstudio are appropriate or available for use outside Ontario, Canada. Persons who choose to access Vstudio from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Without limitation of anything else in these Terms of Use, you agree:

• You are responsible for determining your own level of fitness and the suitability of any workouts or exercises accessed through Vstudio

• You are responsible for any activity that occurs under your user account;

• You are responsible for keeping your password and login information secure; and
• You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio and video clips, links that you submit, post, and display on Vstudio

Without limitation of anything else in these Terms of Use, you further agree to not use Vstudio or the Services to:

• Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content (as defined herein) including text, music, sound, photographs, graphics, video, messages, Contributions or other materials, that is unlawful, harmful, threatening, embarrassing, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, deceptive, fraudulent, contains explicit or graphic descriptions or accounts of sexual acts, invasive of another’s privacy, or hateful;
• “Stalk” another;
• Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or fitness level;
• Harm minors in any way;
• Impersonate any person or entity, including, but not limited to, a Vstudio official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted to or through Vstudio;
• Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any affiliate, subsidiary, or arm’s length party;
• Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “multi-level-marketing schemes” or any other form of solicitation;
• Upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs , or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity, or surreptitiously intercept or expropriate any system, data or personal information;
• Act in a manner that negatively affects other users’ ability to engage in Vstudio or the Services;
• Engage in any activity that is contrary to or which would adversely affect the purpose or intention of Vstudio or the Services, including but not limited to, actually or attempting to manipulate, corrupt or otherwise affect the outcome of the Services, in whole or part, by, among other methods, subscribing another party without their authorization or registering multiple subscriptions under the same or different names;
• Interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; or intentionally or unintentionally violate any applicable provincial, local, state, national or international law.

You also agree that you will not harvest, collect or store information about the users of Vstudio or the Content posted by others on Vstudio or use such information for any purpose inconsistent with the purpose of Vstudio or for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic mail or communications. The prohibited acts listed above are not exhaustive.

You acknowledge that the Company is not responsible for material submitted or posted to Vstudio by users. The Company does not pre-screen but reserves the right to monitor and review the Content posted by users, and does have the right (but not the obligation) at its sole discretion to refuse or remove any Content, in whole or part, that, in the Company’s judgment, does not comply with these Terms of Use or is otherwise undesirable, inappropriate or inaccurate. The Company is not responsible for any failure, non-failure or delay in removing such Content. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any Contribution or part thereof, or other communication to Vstudio, and you agree to immediately notify the Company of any unauthorized use of the Services or any other breach of security known or suspected by you. 

You acknowledge and agree that Content you view, submit or post is at your own discretion and risk, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that you may not rely on any information, data, text, music, sound, photographs, graphics, video, messages or other materials created by or submitted to Vstudio, including Content.  You agree to take reasonable precautions in all interactions with Instructors, fitness professionals, fitness instructors, coaches, and trainers appearing on Vstudio or in connection with the Services (“Instructors”) and other members of Vstudio (“Members”), particularly if you decide to meet offline or in person.

You further acknowledge and agree that the views expressed on Vstudio do not necessarily reflect the views of the Company, and the Company does not support or endorse Content (including any Contribution, whether or not edited by the Company or its designee or presented on Vstudio edited or unedited, in whole or in part, or alone or with other content) posted or submitted by you or any user.

Intellectual Property Rights

All title and intellectual property rights in and to Vstudio, the Services, the Content and any Linked Sites (as defined herein) is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Any rights not expressly granted in these Terms of Use are reserved.

The Company respects the intellectual property rights of others and requires that the people who use Vstudio do the same. 

If you believe that your work has been copied in a way that constitutes infringement of your intellectual property rights, please forward the following information to the corporate office at Vstudio.live Inc., 1012 – 1928 Main Street West, Hamilton, Ontario, Canada, L8S 1J4:

• Your username, address, telephone number, and e-mail address;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the alleged infringing material is located;
• 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;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Copyright

The software, content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to Vstudio are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of Vstudio (except as outlined below in “Permitted Uses”) is strictly prohibited. You do not acquire ownership rights to any software, content, document or other materials available via or viewed through Vstudio. The posting of information or materials on Vstudio does not constitute a waiver of any right in such information and materials.  Some of the content on Vstudio out express written permission of the creator.

Service Marks

Vstudio.live, the Vstudio logo, are our service marks or trademarks.  Other product and company names mentioned on Vstudio are trademarks of their respective owners.

Limited License; Permitted Uses

You are granted a non-exclusive, non-transferable, revocable license (i) to use and access Vstudio strictly in accordance with these Terms of Use; (ii) to use Vstudio solely for internal, personal, non-commercial purposes; and (iii) to print out and/or download information from Vstudio solely for internal, personal, non-commercial purposes and provided that you maintain all copyright and other policies contained therein.  No print out or electronic version of any part of Vstudio or its contents may be used by you in any commercial matter whatsoever under any circumstances.

Restrictions and Prohibitions on Use

Your license for access and use of Vstudio and any information, materials or documents (collectively defined as “Content and Materials”) therein are subject to the following restrictions and prohibitions on use:  You may not, and you may not permit or cause any other person or entity to, (i) copy, print (except for the express limited purpose permitted by the Section above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of Vstudio or any Content and Materials retrieved therefrom; (ii) use Vstudio or any Content and Materials obtained from Vstudio to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial  distribution mechanism; (iii) create compilations or derivative works of any Content and Materials from Vstudio; (iv) use any Content and Materials from Vstudio in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of us or any third parties; (v) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in Vstudio; (vi) make any portion of Vstudio available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (vii) remove, decompile, disassemble or reverse engineer Vstudio software or use any network monitoring or discovery software to determine Vstudio architecture; (viii) use any automatic or manual process to harvest information from Vstudio; (ix) use Vstudio for the purpose of gathering information for or transmitting (a) unsolicited commercial email; (b) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (c) unsolicited telephone calls or facsimile transmissions; (x) use Vstudio in a manner that violates any provincial, state, national or federal law regulating electronic communications, email, facsimile transmissions or telephone solicitations; and (xi) export or re-export Vstudio or any portion thereof, or any software available on or through Vstudio, in violation of the export control laws or regulations of Canada, the United States or any other jurisdiction.

Notwithstanding the foregoing, you may print a copy of individual screens appearing as part of Vstudio solely for your personal non-commercial use or records, provided that any marks, logos or other legends that Siteear on the copied screens remain on, and are not removed from the printed or stored images of such screens.

Workouts, Workout Plans, Blogs, Charts, and Downloads

We make available through Vstudio or through other websites, sample and actual workouts, workout plans, charts, checklists, blogs, and workout downloads (collectively, “Workout Material”).  All Workout Material is provided on a non-exclusive license basis only for your personal use for non-commercial purposes, without any right to re-license, sublicense, distribute, assign, or transfer such license.  Downloads and certain Content and Materials is provided for a charge and without any representations or warranties, express or implied, as to their suitability and/or appropriateness to the condition of the practitioner.  The Workout Material may be inappropriate for your particular circumstances.  Furthermore, your condition or goal may require different or additional care to achieve the desired result.  You should consult with your physician to determine the appropriate exercises suitable for your health and fitness level. 

Public Materials

The Company does not knowingly intend or attempt to offend or violate any copyright or intellectual property rights of any entity. Some images used on Vstudio are taken from the web and other sources believed to be in the public domain (“Public Materials”). To the best of the Company’s knowledge, all Site materials and Public Materials, if any, are being used in compliance with applicable Canadian copyright law. Public Materials are provided for comment/criticism/news reporting/educational purposes only. 

Unsolicited Materials / Use of Information

In operating Vstudio, the Company does not solicit nor does it wish to receive any confidential, secret or proprietary information or other material from you through Vstudio, mail or e-mail, or in any other way. By providing information or other material to Vstudio, you represent and warrant that the information is original to you and that no other party has any rights to the material.

We reserve the right, and you authorize us, to the use and assignment of all information regarding Vstudio uses by you and all information provided by you in any manner consistent with our Privacy Policy.  All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a “Submission”) will forever be our property. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations.  Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere.  We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission.  You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF ANY LINKED SITES TO BE ACCESSED BY YOU THROUGH VSTUDIO IS DONE SO AT YOUR SOLE RISK, AND THAT ANY SUCH WEBSITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, PRICE AVAILABILITY OR OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH ANY SUCH SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE, STATEMENT, PRICE AVAILABILITY, OR OTHER INFORMATION SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO SITELICABLE LAW, IN REGARD TO ANY SUCH WEBSITE AND ALL CONTENT THEREON, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

THE COMPANY  DOES NOT MAKE ANY WARRANTY THAT ANY SUCH WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT ANY SUCH WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS IN THE SITE, IF ANY, WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH ANY SUCH WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

Limitation of Liability

IN NO EVENT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) SHALL THE COMPANY, ITS PRINCIPALS, SUBSIDIARIES, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF ANY OF THE FOREGOING, BE LIABLE TO ANY ENTITY FOR ANY ACCIDENTS, INJURIES, EMOTIONAL DISTRESS OR DIRECT, INDIRECT, GENERAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER DAMAGES UNDER ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM), EVEN IF THE COMPANY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT ARISE OUT OF OR OTHERWISE ARE RELATED TO (I) THE USE OF, OR THE INABILITY TO USE, VSTUDIO OR ANY LINKED SITE; (II) THE STATEMENTS OF ANY THIRD PARTY ON ANY SUCH SITE OR UNAUTHORIZED ACCESS TO ANY SUCH SITE; (III) YOUR TRANSMISSIONS, YOUR ACCOUNT OR YOUR PASSWORD; (IV) COMMUNICATIONS OR MEETINGS BETWEEN INSTRUCTORS AND MEMBERS OF OR ANY OTHER PERSONS YOU MEET THROUGH VSTUDIO; (V) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING SITEEARS ON VSTUDIO; (VI) ANY CHANGES THE COMPANY MAY MAKE TO VSTUDIO OR THE SERVICES, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR OF ANY FEATURES WITHIN THE SERVICES); OR (VII) THE DELETION, CORRUPTION OR FAILURE TO STORE OF ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF VSTUDIO OR THE SERVICES. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY INDIVIDUALS FEATURED IN THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. 

IF, NOTWITHSTANDING THE FOREGOING, THE COMPANY SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE FUNCTIONS OR USES OF VSTUDIO OR ITS CONTENT, THE AGGREGATE LIABILITY OF THE COMPANY AND ANY AFFILIATED PARTIES IN CONNECTION WITH ANY SUCH CLAIM SHALL IN NO EVENT EXCEED IN THE AGGREGATE $100 CAD AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

Linked Sites 

Permission must be granted by us for any type of link to Vstudio. To seek our permission, you may email us at jayla@vstudio.live. We reserve the right, however, to rescind any permission granted by us to link through any type of link, and to require termination of any such link to Vstudio, at our discretion at any time.

The ability to link to third party websites (“Linked Sites”) from Vstudio is not reviewed, controlled, or examined by the Company in any way and the Company is not responsible for the content, availability, advertising, products or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply the Company’s endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. If you choose to leave Vstudio and access any Linked Site, you do so at your own risk.  In no event shall the Company be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed-through these Linked Sites. You should direct any concerns to that site’s administrator or webmaster. The Company reserves the exclusive right, at its sole discretion, to add, change, decline, or remove, without notice, any feature or link to any of the Linked Sites from Vstudio and/or introduce different features or links to different users.

Contests & Promotions

From time to time, Vstudio may offer as part of the Services, either on or through Vstudio, contests, promotions or games (collectively, “Promotions”). To participate in Promotions, users may be required to complete a registration form. Upon submission, all registrations become the exclusive property of the Company. Each individual who is a registered user (each, a “Registered User”) is permitted only one account, and Registered Users with more than one account are subject to immediate disqualification from any Promotions, unless the description of the Promotions expressly invites a user to register multiple times. The Company, at its sole discretion may suspend or revoke the registration of any Registered User.

Registered Users agree to release the Company and its agents, advertisers, sponsors or promotional partners, from all liability arising from participation in any of Promotions located on, or accessed through, Vstudio. The Company is not responsible for technical, hardware or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmissions which may limit any Registered User’s ability to participate in any Promotions.

Each Registered User agrees to be bound by the rules of any Promotions and by the rules of fair play and consideration of fellow Registered User. A Registered User who violates any of the rules or guidelines for behaviour published on Vstudio, or the website where the Promotions is conducted, are subject to immediate disqualification and revocation of their registration. The Company is under no obligation to award any prize to any Registered User who violates a published rule or guideline.

Some Promotions may offer prizes to Registered Users. All prizes are subject to the official game or contest rules published with that Promotion. The Company reserves the right to cancel, terminate or alter any Promotions or the rules thereof at any time without prior notification.

Third Party Content

Third party content may appear on Vstudio or may be accessible via links from Vstudio.  We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography, or profanity in the statements, opinions, representations or any other form of third party content on Vstudio.  You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief.

Third-Party Services

We may allow access to or advertise certain third-party product or service providers (“Merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. 

YOU AGREE THAT USE OF OR PURCHASE FROM SUCH MERCHANTS IS AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION ON MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE.

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on any Merchant sites. We are not responsible for information provided by you to Merchants. We and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

Certain warranties in regard to particular products for sale on by Merchants may be applicable through manufacturers’ warranties, though not through the Company. Some items may come with a manufacturer’s warranty, which will vary from product to product. See the warranties included in the documentation, along with the products for further details regarding warranties provided by manufacturers of products, available through any applicable site.

Purchase and Payment

You agree to pay for all charges as noted in the plan you have selected and agreed upon by placing your order as payable by you. Unless otherwise noted, all prices listed on Vstudio are in United States dollars and all charges will be processed in United States dollars. You hereby represent and warrant that if you are purchasing something from us that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honoured by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes.

We rely on the information you provide through Vstudio, including registration information (name and email address), payment information (credit card numbers and expiration dates), and transaction-related information, which must be true, accurate, current and complete. You will be solely responsible and liable for any and all loss, damage, and additional costs that you, we or any other person may incur as a result of your submission of any false, incorrect or incomplete information or your failure to update your registration information and payment information within 30 days of any change.  In order to protect you and the Company from fraudulent transactions, the Company may provide your transaction-related information to a reputable third party organization to perform an address verification. This address verification is intended to ensure that the “bill to” address that you provide matches your credit card address.

The Company will use commercially reasonable efforts to deliver items as quickly as possible and within any time periods indicated; however, the Company will not be responsible for any delays in delivery which are beyond its control. Where delivery is delayed, the Company will use commercially reasonable efforts to notify you as soon as possible.  If any product ordered through Vstudio is no longer available, the Company will use commercially reasonable efforts to notify you within a reasonable time. 

Notwithstanding the foregoing, please note that certain products and services mentioned on Vstudio are sold by third parties or are linked to third party websites, and we have no responsibility or liability for those products or services.

Privacy / Content

Our Privacy Policy, as it may change from time to time, is a part of these Terms of Use.  You have read the Privacy Policy, the terms of which appear on Vstudio, and agree that the terms of such policy are reasonable. You consent to the collection, use and disclosure of your personal information (“Personal Information”) by the Company and/or third parties in accordance with the terms of and for the purposes set forth in the Privacy Policy.

Other than Personal Information, which is governed by the Company’s Privacy Policy, any communications, materials, comments, feedback, information, Contributions or other content (collectively, “Content”) you transmit or submit to Vstudio, will be considered non-confidential and non-proprietary. You grant the Company the royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part), including any information, suggestions, ideas, drawings or concepts contained in such Content, worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed. Such license includes incorporating a Contribution, in whole or in part, into a Vstudio feature. You will remain responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of such submitted material, including any Contribution or part thereof, or other communication to Vstudio. You also warrant that any “moral rights” in posted materials have been waived.

Registration

Certain sections of, or offerings from, Vstudio may require you to register.  If registration is requested, you agree to provide us with accurate, complete registration information.  Your registration must be done using your real name and accurate information.  Each registration is for your personal use only and not on behalf of any other person or entity. We do not permit (i) any other person using the registered sections under your name; or (ii) access through a single name being made available to multiple users on a network.  You are responsible for preventing such unauthorized use.

Changes to Vstudio

The Company, in its sole discretion, may terminate, change, suspend or discontinue any aspect of Vstudio, temporarily or permanently, including the availability of any features of Vstudio or access to any parts of Vstudio, at any time without notice to you, and you agree that the Company shall not be liable therefore. Your continued use of Vstudio after any changes to these terms are posted will be considered acceptance of those changes. 

Unlawful Activity

We reserve the right to investigate complaints or reported violations of these Terms of Use and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

Non-transferable

Your right to use Vstudio and the Services is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.  Any download that you purchase is for your viewing only and may neither be transferred nor assigned to a third party at any time or for any reason without express written permission of the creator of the work.

Indemnification

You agree to indemnify and hold harmless the Company, its parents, directors, agents, employees, co-branders or other partners, and suppliers, from any claim, demand, action or damage, including reasonable attorney’s fees, made or incurred by any third party arising out of or related to your use or misuse of Vstudio or services, or the uploading, posting, publishing, e-mailing, reproduction, distribution of any Content or other materials you transmit via the site, or your violation of these Terms of Use. The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Company in asserting any available defence.

Applicable Laws / Jurisdiction / Dispute Resolution

Our failure to enforce any provision of these Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision.  Our rights under these Terms of Use shall survive any termination of this Agreement.  Any cause of action by you with respect to Vstudio (and/or any information, videos, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Section 16 and Section 17 of the Ontario Limitations Act, SO 2002, c 24, s B.  The language in these Terms of Use shall be interpreted as to its fair meaning and not strictly for or against any party.

You agree that the laws of Province of Ontario and the federal laws of Canada, excluding conflicts-of-law rules, shall govern these Terms of Use. Please note that your use of Vstudio may be subject to other provincial, local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with the Company or relating in any way to your use of Vstudio resides in the courts of the Province of Ontario, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the Province of Ontario, in connection with any such dispute and including any claim involving the Company or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

Force Majeure

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by events outside our reasonable control, including, without limitation (i) strikes, lock-outs or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; (iv) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; (v) impossibility of the use of public or private telecommunications networks; and (vi) the acts, decrees, legislation, regulations or restrictions of any government.

Assignment

You shall not transfer, assign, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under these Terms of Use. The Company may transfer, assign sublicense or pledge in any manner whatsoever, any of its rights and obligations under this agreement to a subsidiary, affiliate, or successor thereof or to any third party whatsoever, without notifying you or receiving your consent.  These Terms of Use and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger.

Severability

If any of these Terms of Use is determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

English Language

It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

SUBSCRIPTION PLANS FOR INSTRUCTORS

By selecting a subscription plan with Vstudio at vstudio.live, you acknowledge that you are entering into a contract with Vstudio for use of Vstudio’s platform and you agree to an initial and recurring monthly subscription fee, as is applicable with your selected plan and as set out below. You accept responsibility for all recurring charges until you cancel your subscription. Fees payable to Vstudio will be automatically withheld by Vstudio prior to depositing fees payable to you into the bank account linked to your account.

Monthly Plans

Annual Plans

Subscription plans are not refundable, however may be canceled at any time.