CLI Studios Terms of Service

LAST UPDATED: August 14, 2016

 

PLEASE READ THIS DOCUMENT CAREFULLY. CLI Studios, Inc. ("CLI Studios," "we," or "us") is an online dance education service located at www.clistudios.com ("CLI Studios" or the "Site") with related mobile applications, desktop applications and websites (collectively, the “Services”). By registering as a member or by using the Services in any way, you accept these Terms of Service ("Agreement" or "Terms"), which forms a binding agreement between you and CLI Studios. You should also read and understand the CLI Studios Privacy Policy  which is incorporated by reference into this Agreement and is available at CLI Studios Privacy Policy . Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.  All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

 

Prior to using the Services, it is important for you to know and understand that by visiting the Site and/or using the Services, you are agreeing to accept certain liability limitations and legal and health disclaimers, which we further explain throughout this Agreement. In other words, your use of the Services is at your own risk, and we do not assume any liability, or make any warranties of any kind, express or implied, with respect to the Services or your use of the Services.

 

IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING OUR PRIVACY POLICY, LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS AND GENERAL HEALTH AND LEGAL DISCLAIMERS, DO NOT USE THE SITE OR SERVICES.

 

By using the Services, you consent to receiving this Agreement in electronic form. To withdraw this consent, you must cease using the Services and terminate your account.  Please contact us with any questions regarding this Agreement.

 

HEALTH WARNING AND LIABILITY DISCLAIMER:

YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PRACTITIONER BEFORE STARTING THIS OR ANY OTHER DANCE OR EXERCISE PROGRAM. THIS IS PARTICULARLY TRUE IF YOU OR YOUR FAMILY HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, OR IF YOU HAVE EVER EXPERIENCED DISCOMFORT WHILE DANCING OR EXERCISING. NOTHING STATED OR POSTED ON THE SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR PROFESSIONAL ADVICE OR CARE. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. PLEASE READ OUR FULL PROFESSIONAL ADVICE AND MEDICAL DISCLAIMER IN SECTION 2 BELOW BEFORE COMMENCING YOUR USE OF THE SERVICE. CLI STUDIOS SHALL NOT BE LIABLE FOR ANY LIABILITY, OF ANY KIND, RESULTING FROM THE USE OF THE SERVICES.

 

Content of These Terms of Service

1. Who May Use the Services

2. Professional Advice and Medical Disclaimer

3. Your Representations and Warranties as a Member

4. General Disclaimers

5. Limitation of Liability

6. Privacy

7. Membership Provisions

8. Payments

9. Term and Termination; Account Deletion

10. Content Restrictions

11. Code of Conduct and Prohibited Activities

12. Submissions

13. Indemnification

14. License to Use the Services

15. Third Party Links and Content

16. Intellectual Property

17. General Provisions

 

1. Who May Use the Services

AGE REQUIREMENT:  You must be at least 6 years old to use the Services. Parents or guardians of users under the age of 18 must read and consent to the Terms.  Parents or guardians of users under the age of 13 must read and consent to the Children’s Privacy Policy, located at Children’s Privacy Policy

 

NOTICE TO PARENTS AND GUARDIANS:  You are responsible for monitoring and supervising your child's use of the Services.

 

2. Professional Advice and Medical Disclaimer.

YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL BEFORE STARTING THIS PROGRAM TO DETERMINE IF YOU SHOULD USE THE SERVICES. THIS IS PARTICULARLY TRUE IF YOU (OR YOUR FAMILY) HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, OR IF YOU HAVE EVER EXPERIENCED CHEST PAIN WHEN EXERCISING, SMOKE, HAVE HIGH CHOLESTEROL, OR HAVE A BONE OR JOINT PROBLEM THAT COULD BE MADE WORSE BY A CHANGE IN PHYSICAL ACTIVITY. DO NOT USE THE SERVICES IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE DANCING OR EXERCISING, YOU SHOULD STOP IMMEDIATELY. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH THE SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH OR NUTRITION CARE, TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. YOU SHOULD NOT RELY ON ANY INFORMATION ON THE SERVICES AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ OR VIEWED ON THE SERVICES. THE USE OF ANY INFORMATION PROVIDED ON THE SERVICES IS SOLELY AT YOUR OWN RISK.

 

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

THE SITE IS CONTINUALLY UNDER DEVELOPMENT AND CLI STUDIOS MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. NO ASSURANCE CAN BE GIVEN THAT THE INFORMATION CONTAINED ON THE SITE OR SERVICES WILL ALWAYS INCLUDE THE MOST RECENT DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.

 

3. Your Representations and Warranties as a Member

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

 

4. General Disclaimers

CLI Studios provides the Services on an "as is" and "as available" basis. You therefore use the Services at your own risk.

 

CLI Studios expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, CLI Studios makes no representations or warranties:

  • That the Services, or any particular dance or fitness program is suitable for you;
  • Regarding the adequacy or safety of the Services for any particular user;
  • That the Services will meet your personal needs;
  • That the Services will be permitted in your jurisdiction;
  • That the Services will be uninterrupted or error-free;
  • Concerning any content submitted by any member;
  • Concerning any third party's use of content that you submit;
  • That CLI Studios will continue to support any particular feature of the Services; or
  • Concerning sites and resources outside of the Services, even if linked to from the Services.

CLI Studios reserves the right to modify the Services. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Services. CLI Studios has no obligation to screen or monitor any content and does not guarantee that any content made available on the Services complies with this Agreement or is suitable for all users. CLI Studios shall not be responsible for loss or corruption of data, and hereby waives all claims with respect to damage to Your computer system, internet access, download or display device.

 

To the extent that a secondary party may have access to or view CLI Studios content on your computer or mobile device, you are solely responsible for informing such party of all provisions, terms, disclaimers and warnings in this Agreement.

 

To the extent any disclaimer or limitation of liability in this Agreement does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Services, and no warranties shall apply after such period.

 

5. Limitation of Liability

To the fullest extent permitted by law: (i) in no event shall CLI Studios, or its affiliates, be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for personal injury, death, loss of livelihood, loss of enjoyment, pain and suffering, emotional distress, loss of profits, loss of future earnings, goodwill, use, and/or any other damages or other intangible losses; and (ii) CLI Studios, and its affiliates' total liability to you shall not exceed the amounts paid by you to CLI Studios over the twelve (12) months preceding your claim(s).

 

IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO OBTAIN OR ACCESS ANY MATERIAL THROUGH THE SITE OR SERVICES.

 

CLI STUDIOS takes care to instruct its choreographers never, under any circumstance, to provide advice that could be construed as expert advice, and we in no way encourage or endorse such behavior from our choreographers.

 

If you encounter a CLI Studios choreographers who is providing expert advice in violation of these principles, please contact us immediately at  info@clistudios.com .

 

6. Privacy

Your privacy rights are set forth in our  CLI Studios Privacy Policy and Children’s Privacy Policy , which forms a part of this Agreement. Please review the  CLI Studios Privacy Policy and Children’s Privacy Policy to learn about:

  • What information we may collect about you or your child;
  • What we use that information for; and
  • When and with whom we share that information.

CONSENT TO EMAIL AND TEXT MESSAGES: When you become a Member, you agree and consent to receive email and text messages from us. These emails and text messages may be transactional or relationship communications relating to the Services, such as administrative notices and service announcements or changes, or emails containing commercial offers, promotions or special offers from us or third party partners. You may unsubscribe from emails and/or text messages at any time by clicking unsubscribe at the bottom of the email or texting STOP in response to the text message you received.

 

7. Membership Provisions

REGISTRATION:  To fully use the Services, you must register as a member by (i) providing a password, valid email address and valid credit card information, or (ii) using the available single sign-on via Facebook or Google and by providing valid credit card information.  You must provide complete and accurate registration information to CLI Studios and notify us if your information changes.

 

NON-COMMERCIAL USE:  Use of the Site and Services is for personal, non-commercial uses only. Members may not use the Services in connection with any commercial endeavors, such as (i) advertising or soliciting any user to buy or sell any products or services; or (ii) for commercial purposes. Users of the Site may not use any information obtained from the Services to contact, advertise to, solicit, or sell to any other user without his or her prior explicit consent.

 

Organizations, companies, and/or businesses may not use the Site or Services for any commercial purpose unless expressly authorized by CLI Studios.

 

CLI Studios may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Site or the Service.

 

ACCOUNT SECURITY:  You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the Services. If you become aware of any unauthorized access to your account, you must change your password and notify us immediately at  info@clistudios.com .

 

8. Payments

Auto billing; Subscription Fees; Free Trial Terms.  The Services is a paid, auto-renewing subscription service (“Subscription”). If you purchase a Subscription by accepting our Free Trial offer, you are agreeing to automatic (recurring) billing, and agree to pay the charges made to your account in connection therewith. Your Subscription, and monthly billing of your account, will continue indefinitely until cancelled by you.

 

If you sign up for a Subscription with a Free Trial, your CLI Studios membership begins when you have completed the Free Trial sign-up process (i.e., when we collect your personal and payment information). At the end of your Free Trial, you will begin to be billed automatically each month (about every 30 days) until you cancel. Once we begin to bill you, cancellations take effect starting at the end of your current billing period, meaning there are no partial month refunds or credits. If you cancel your Free Trial membership at any time in the first fourteen days (i.e., during the Free Trial period), you will not be charged.

 

If you sign up for a subscription through a Dance Studio Affiliate (i.e. a dance studio that has signed a Studio Affiliate Program Agreement with CLI Studios), the minimum term of your subscription is one year. When you complete the Studio Affiliate sign-up process (i.e., when we collect your personal and payment information) you will be charged once for your first month’s subscription fees AND you will be charged once for your last month’s subscription fees. CLI Studios charges first and last month’s subscription fees for participants who have signed up through a Dance Studio Affiliate in order to book CLI Studios’ choreographers in advance for interactive and live streaming online classes. Following your sign-up you will be billed automatically each month (about every 30 days) until you cancel. If you cancel your membership at any time, your account will remain active through the end of your last month’s subscription fees (which were paid for at the time you signed up for the Service).

 

At certain times, we may offer special promotional offers ("Special Offers") that are billed at a discounted rate. These offers may have a different Free Trial period length, or no Free Trial period. In these cases, you will begin to be billed at the time payment information is collected, or, if a Free Trial is being offered, at the end of the special Free Trial period. Note: in these cases, our typical Free Trial will not apply.  

 

These terms will always be disclosed on the payment screen at the time of sign up, prior to our acceptance of payment.  In all instances, you will continue to be automatically billed monthly after your Free Trial ends (or immediately if there is no Free Trial).

 

The pricing of our Services may vary periodically. We cannot guarantee that the price of your Subscription is the lowest available, or historically the lowest or best, price. You will be charged in accordance with the billing terms you agreed to at the time you signed up.

 

HOW TO CANCEL

If you do not wish for your account to renew automatically you can cancel your subscription by emailing info@clistudios.com  with the subject title “Cancel Subscription”.  Include your email address in the body of the email.

 

Your cancellation will take effect at the start of the next billing cycle. So, for example, if you have a monthly Subscription that began on the first of the month but cancel mid-month, your cancellation will take effect as of the beginning of the following month.  There are no refunds on CLI Studios Subscriptions for billing periods that have already lapsed.

 

Service Add-Ons; Auto Billing; Coaching; Subscription Fees; Free Trial; and Cancellation

We refer to any additional, paid Services we offer beyond a standard Membership as an “Add-On Service.” Each Add-On Service is a separate service and is subject to additional one-time or monthly fees. If the Add-On Service is a subscription service it will automatically renew just like your regular Membership. Before agreeing to an Add-On Service, you will be prompted with (i) the type of Service being offered; and (ii) the one-time or monthly cost for such Add-On Service. Note: if You purchase an Add-On Service, You are agreeing to an additional one-time or monthly automatic (recurring) fee, and agree to pay the charges made to your account in connection therewith, as disclosed at the time You accept the Add-On Service.  If the Add-On Service is a monthly Service, you are billed on the same day as Your regular Membership, in one combined payment. You can cancel the Add-On Service at any time by following the instructions above ("How to Cancel"). Note that Your Add-On Service subscription is separate from your regular Membership, although we will combine the charges each month when we bill You. You can cancel one or both at any time, but canceling your regular Membership will automatically cancel your Add-On Service.

 

If the Add-On Service is a one-time event or purchase you are billed immediately when you purchase the service, using the payment information you have on file with CLI Studios.  There are no refunds if the Add-On Service you are billed for is a one-time event or purchase.

 

Quarterly and Annual Subscriptions.

In certain circumstances, we will offer Subscriptions for a longer term (for example, 3 months, 6 months or even a year). These longer-term Subscriptions are charged in full upon purchase, and automatically renew for the same duration as the initial Subscription term you selected (for example, if you initially purchased a 3-month Subscription, your Subscription will automatically renew for three months; 6-month subscriptions will automatically renew for six months, and so on). The amount due for the next renewal term will be due and immediately payable in full and charged as of the first day of such renewal term. You can always cancel before your next renewal term by logging into your account, and following the cancellation instructions above.

 

Authorization.  When you sign up for our Services and provide a payment method to CLI Studios you are granting your express consent and are expressly authorizing us (and our designated payment processor) to automatically charge you each month for the Services. If you provide a payment method and our charge results in an overdraft, chargeback or other fee from your bank, you alone are responsible for that fee.

 

EVEN IF YOU DO NOT USE THE SUBSCRIPTION OR ACCESS THE CLI STUDIOS APPLICATION, YOU WILL BE RESPONSIBLE FOR ANY SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS OTHERWISE TERMINATED. To cancel, follow the instructions above.

 

Changes.  CLI Studios may change, modify, add, remove, suspend, cancel or discontinue any aspect of it Subscriptions including the functionality, content, and/or availability of any features of such Subscriptions at any time in CLI Studios’ sole discretion. CLI Studios may increase its fees for any Subscription effective the first day of a billing renewal by giving you notice of the new fees at least thirty (30) days before you are billed. If you have and do not cancel your Subscription, you will be deemed to have accepted the new fees.

 

9. Term and Termination; Account Deletion

TERM:  This Agreement begins on the date you first use the Services and continues as long as you have an account with us.

 

CANCELING YOUR SUBSCRIPTION:  Please refer to the “How to Cancel” section above to cancel your Subscription.

 

ACCOUNT DELETION:  You may delete your account at any time. We reserve the right, but are under no obligation, to delete an account from the Services that remains inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months, or immediately when payment expires, is withdrawn or otherwise ceases.

 

TERMINATION FOR BREACH:  CLI Studios may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if CLI Studios determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage CLI Studios’ reputation or goodwill. If CLI Studios deletes your account for the foregoing reasons, you may not re-register for the Services. CLI Studios may block your email address and Internet protocol address to prevent further registration. CLI Studios is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account.  After your membership or subscription is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

 

EFFECT OF TERMINATION/ACCOUNT DELETION:  Upon termination, all licenses granted by CLI Studios will terminate. Sections 4-5, 9, and 12-17 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. CLI Studios shall not be responsible for the loss of such content.

 

10. Content Restrictions

You may not upload, post, or transmit (collectively, "submit") any video, image, text, audio recording, or other work (collectively, "content") that:

  • Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.);
  • Contains sexually explicit content or pornography;
  • Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
  • Advocates harassment or intimidation of another person;
  • Exploits minors;
  • Depicts unlawful acts or extreme violence;
  • Contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor's legal guardian);
  • Depicts animal cruelty or extreme violence towards animals; or
  • Contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices.

 

11. Code of Conduct and Prohibited Activities

In using the Services, you must behave in a civil and respectful manner at all times. Further, you will not and it is strictly prohibited to:

  • Act in a deceptive manner by, among other things, impersonating any person;
  • Harass or stalk any other person;
  • Harm or exploit minors;
  • Distribute "spam";
  • Promote information that is false or misleading, or promote illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
  • "Frame" or "mirror" any part of the Service or the Site;
  • Use meta tags or code or other devices containing any reference to CLI Studios, the Site or the Service (or any trademark, trade name, service mark, logo or slogan of CLI Studios) to direct any person to any other website for any purpose;
  • Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Site or any software used on or for the Service or the Site, or cause others to do so;
  • Post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Site or the Service other than solely in connection with your use of the Service in accordance with this Agreement.
  • Collect information about others;
  • Advertise or solicit others to purchase any product or service within the Site;
  • Promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures;
  • Publicize or promote commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; or
  • Participate in any activity that in any way violates any law.

 

In addition to the above, when using the CLI Studios Interactive Classes Service, you agree to wear proper exercise clothing and to use appropriate language in communicating with the instructor. We have the right to suspend you from using the Services if you do not follow these guidelines.

 

CLI Studios has the right, but not the obligation, to monitor all conduct on and content submitted to the Services. CLI Studios reserves the right to alter, edit, remove, or refuse to post any content, in whole or in part in its sole discretion and/or to satisfy or comply with applicable laws, regulations and/or legal processes.

 

CLI Studios reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates our Terms, including removing the offending communication from the Site or Services and terminating or suspending the membership of such violators.

Your use of the Site and Services, including all Content you post through the Services, must comply with all applicable laws and regulations. You agree that CLI Studios may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Site in the future; or (v) protect the rights, property or personal safety of the Company or any other person.

 

12. Submissions

As between you and CLI Studios, you own all content that you submit to the Services, whether directly via the Services or indirectly (for example, via Facebook or Twitter). However, it is important that you understand that by posting a submission to CLI Studios, you are granting CLI Studios and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable (through multiple tiers) royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your content (including without limitation, your name and likeness, photographs and testimonials) for any purpose whatsoever commercial or otherwise without compensation to you. In addition, you waive any so-called "moral rights" or "performance rights" in your content.

 

You further grant all users of the Services permission to view your content for their personal, non-commercial purposes. If you make suggestions to CLI Studios on improving or adding new features to the Services, CLI Studios shall have the right to use your suggestions without any compensation to you.

 

For each piece of content that you submit, you represent and warrant that: (i) you have the right to submit the content to CLI Studios and grant the licenses set forth above; (ii) CLI Studios will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party's rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws.

 

13. Indemnification

You agree to indemnify, defend, and hold harmless CLI Studios and its affiliates, directors, officers, employees, and agents, from and against any liability, claims, damages, losses and costs (including reasonable attorney's fees) that: (i) arise from your activities on the Services; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to CLI Studios violates any law or infringes any personal right or third party right, including any intellectual property or privacy right. CLI Studios reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CLI Studios in connection therewith.

 

14. License to Use the Services

LICENSE:  CLI Studios grants you a limited, non-exclusive license to access and use the Services for your own personal, non-commercial purposes. This includes the right to view content available on the Services. This license is personal to you and may not be assigned or sublicensed to anyone else.

 

Organizations, companies, and/or businesses may not use the Site or Services for any commercial purpose unless expressly authorized by CLI Studios.

 

RESTRICTIONS:  Except as expressly permitted by CLI Studios in writing, you will not reproduce, redistribute, publicly display, sell, create derivative works from, decompile, reverse engineer, or disassemble the Services. Nor will you take any measures to interfere with or damage the CLI Studios Service. All rights not expressly granted by CLI Studios are reserved.

 

MOBILE DEVICES, APPLICATIONS AND SET-TOP BOXES/EXTERNAL DEVICES:

These Terms, and all of the provisions herein, also govern the use of our mobile, desktop and set-top devices and related applications (for example, iOS devices, Android devices, Roku, Apple TV and other such devices and their corresponding apps).

 

Your use of the Services through any applications or device constitutes your agreement to be bound by these Terms. Any CLI Studios application, regardless of the manner and means in which it is downloaded (for example the Apple AppStore, Google Play Store, your console's app store, etc.) is licensed, not sold, to You for use only under these Terms. We, the licensor, CLI Studios, Inc. (Application Provider) reserve all rights not expressly granted to You.

Accordingly, if you download the CLI Studios Application, you will be:

  • installing a software program on your product in the form of an application;
  • entering into this contract with CLI Studios, Inc. governing your use of the application.

 

15. Third Party Links and Content

Certain links on the Site and Services may let you leave the particular Site or Services you are accessing in order to access a linked site (the "Linked Sites"). When you are linking to a third party site, it is important to know that CLI Studios does not control these sites, nor has CLI Studios reviewed or approved the content which appears on the linked sites. CLI Studios is not responsible for the legality, accuracy or nature of any content, advertising, products or other materials on or available from any linked sites, or the conduct of such linked sites. You acknowledge and agree that CLI Studios shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the linked sites.

 

Dealings with Third Parties.

More specifically, your participation, correspondence or business dealings with any third party found on or through the Sites and Services (i.e., a linked site), regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that CLI Studios shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.

 

16. Intellectual Property

You acknowledge that the Site and Services contain software, graphics, photos, videos, know-how, product ideas, comments and other material (collectively, "Content") that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All CLI Studios-generated Content and Content developed for CLI Studios by its partners and licensors is copyrighted individually and/or as a collective work under the U.S. copyright laws; further, CLI Studios owns a copyright in the selection, coordination, arrangement and enhancement of all Content in the Site. Subject to your compliance with these Terms, and solely for so long as you are permitted by us to access and use the Services, you may download one copy of the application (but never the Content) to any single computer or device for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices, and are in compliance with these Terms. Unless otherwise specified, modification of the Content or use of the Content for any other purpose, including use of any such Content on any other website or networked computer environment is strictly prohibited.

 

The CLI Studios name, logos and affiliated applications and technologies are the exclusive property of CLI Studios, Inc. All other trademarks appearing on the Services are trademarks of their respective owners. Our partners or service providers may also have additional proprietary rights in the content which they make available through the Services. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

 

CLI Studios owns and retains all proprietary rights in the Site and Services, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Site or through the Services, without first obtaining the prior written consent of the Company or, if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

 

17. General Provisions

ARBITRATION AND GOVERNING LAW:

The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), the Services, or the Site shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against CLI Studios in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against CLI Studios or its affiliates any class action, class arbitration, or other representative action or proceeding.

 

By using the Site or the Services in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and CLI Studios or its affiliates (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

 

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against CLI Studios (except for small-claims court actions) may be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes and you irrevocably waive any right to a trial by jury.

 

This Agreement, and any dispute between you and CLI Studios, shall be governed by the laws of the state of New York without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.

 

INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES:  Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by CLI Studios in exercising any right hereunder will waive any further exercise of that right. CLI Studios' rights and remedies hereunder are cumulative and not exclusive.

 

SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES:  This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without CLI Studios' prior written consent. No third party shall have any rights hereunder.

 

NOTICES:  You consent to receive all communications including notices, agreements, disclosures, or other information from CLI Studios electronically.  CLI Studios may provide all such communications by email or by posting them on the Services. For support-related inquiries, you may send an email to info@clistudios.com or the following address:

CLI Studios, Inc.
200 E. 65 th  St., 16C
New York, New York 10065 

Nothing herein shall limit CLI Studios’ right to object to subpoenas, claims, or other demands.

 

MODIFICATION:  This Agreement may not be modified except by a revised Terms of Service posted by CLI Studios on the Site or a written amendment signed by an authorized representative of CLI Studios. A revised Terms of Service will be effective as of the date it is posted on the Site.

 

ENTIRE AGREEMENT:   This Agreement constitutes the entire understanding between CLI Studios and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.