Last revised on June 2020
YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF AND YOUR AFFILIATES). YOU MAY NOT ACCESS OR USE THE SERVICES IF YOU ARE NOT AT LEAST 18 YEARS OLD.
1.2 Customer Representations. Customer represents and warrants that: (a) all required registration information Customer submits is truthful and accurate; and (b) Customer will maintain the accuracy of such information.
1.3 Account Responsibilities. Customer is responsible for maintaining the confidentiality of Customer’s Account login information (including but not limited to login information for Customer’s affiliates and authorized users) and is fully responsible for all activities that occur under Customer’s Account. Customer agrees to immediately notify Company of any unauthorized use, or suspected unauthorized use of Customer’s Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from Customer’s failure to comply with the above requirements.
2. License And Intellectual Property Rights
2.3 Intellectual Property. As between the parties, Company will and does retain all proprietary and intellectual property rights, title and interest (including, without limitation, all intellectual property rights) in and to the Services, Marks and Manage My Dojo Content. Customer retains all proprietary and intellectual property rights, title and interest in and to Customer Data, Customer Client Data and Customer Content.
2.4 Feedback. If Customer provides Company with any Feedback, Customer hereby assigns to Company all rights in such Feedback and agrees that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback Customer provide to Company as non-confidential and non-proprietary. Customer agrees that Customer will not submit to Company any information or ideas that Customer considers to be confidential or proprietary.
3.1 Fee for Services. Customer may be required to purchase or pay a fee to access some or all of the Services. Customer also may be required to select a Subscription from among options provided by Company. The price, payment information and Subscription Term specified in the Subscription option selected will be incorporated into this agreement. Customer agrees to provide current, complete and accurate payment information for all purchases made and Services accessed through this Site. Customer further agrees to promptly update account and payment information, including email address, payment method and payment card expiration date, so that Manage My Dojo may complete Customer’s transactions and contact Customer as necessary. Manage My Dojo uses Stripe to process all payment transactions and services purchased through the Site. Sales tax will be added to the price of purchases or subscriptions in accordance with applicable law. We may change prices at any time. All payments will be in US dollars.
3.2 Reservation of Rights. Manage My Dojo reserves the right to correct any errors or mistakes in pricing, even if Manage My Dojo has already requested or received payment. Manage My Dojo also reserves the right to refuse any order or subscription placed through the Services.
3.3 Non-refundable. All purchases and subscriptions are non-refundable.
3.4 Cancellation and Automatic Renewal. Customer may cancel Customer’s Subscription by providing written notice at least thirty days prior to the end of the current Subscription Term using the contact information provided below. Customer’s cancellation will take effect at the end of the current Subscription Term. If Customer does not cancel as provided in this Section 3.4, then Customer’s Subscription will renew automatically for the same Subscription Term. Company may terminate Customer’s Subscription at its discretion without refund for any reason permitted by law.
4. Use Of Customer Data And Customer Content
4.1 Company Use of Customer Data. Company will maintain commercially reasonable administrative, physical, and technical safeguards for the protection and security of any Customer Data managed, stored, and processed by the Software as a Service. If Customer Data (including Customer Client Data) is lost or damaged, the remedy is that Company will restore the affected Customer Data from Company’s most recent backup of such Customer Data. Customer agrees that Company shall have no liability to Customer for any loss or corruption of any such data, and Customer hereby waives any right of action against us arising from any such loss or corruption of such data.
4.2. Statistical Data. Without limiting the confidentiality rights and intellectual property rights protections set forth in this Agreement, Company has the perpetual right to use aggregated, anonymized, and statistical data derived from the operation of the Software as a Service, and nothing herein shall be construed as prohibiting Company from utilizing the Statistical Data for business and/or operating purposes, provided that Company does not share with any third party Statistical Data which reveals the identity of Customer or Customer Clients, or Customer’s confidential information.
4.3 Confidentiality. A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (b) with the other Party’s prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 4.3 will restrict Manage My Dojo with respect to Manage My Dojo Data or Statistical Data.
5. Customer Restrictions
6. Third Party Websites And Content And Offerings
6.2 Purchases through Third-Party Websites. Any purchases Customer makes through Third-Party Websites will be through other websites and from other companies, and Manage My Dojo takes no responsibility whatsoever in relation to such purchases which are exclusively between Customer and the applicable third party. Customer agrees and acknowledges that Manage My Dojo does not endorse the products or services offered on Third-Party Websites and Customer shall hold Manage My Dojo harmless from any harm caused by Customer’s purchase of such products or services. Additionally, Customer shall hold Manage My Dojo harmless from any losses sustained by Customer or harm caused to Customer relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites or Third-Party Offerings.
THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE IMPLIED WARRANTY WILL BE DEEMED TO BE EXCLUDED AND LIMITED TO THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.
9. Limitation On Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR CUSTOMER’S USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FEES PAID TO COMPANY FOR THE SIX MONTHS PRECEDING THE CAUSE OF ACTION. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. CUSTOMER AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIMITATION OF LIABILITY WILL BE DEEMED TO BE THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.
11. Term And Termination
Subject to this Section, these Terms will remain in full force and effect while Customer uses the Services. We may suspend or terminate Customer’s rights to use the Services (including Customer’s Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of Customer’s rights under these Terms, Customer’s Account and right to access and use the Services will terminate immediately. Company will not have any liability whatsoever to Customer for any termination of Customer’s rights under these Terms, including for termination of Customer’s Account or deletion of Customer’s Customer Content or Customer Data. The following will survive any expiration or termination of this Agreement: the Preamble and Sections 1.2, 1.3, 2.3, 2.4, 4, 5, 6, 8, 9, 10 and 12.
12.2 Mandatory Informal Dispute Resolution. If you have any dispute with Manage My Dojo arising out of or relating to this Agreement, you agree to notify Manage My Dojo in writing with a brief, written description of the dispute and your contact information, and Manage My Dojo will have thirty (30) days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the parties are unable to resolve the dispute through good faith negotiations over such thirty (30) day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
12.4 Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
12.5 Disclosures. Company is located at the address in Section 12.10. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
12.7 Electronic Communications. The communications between Customer and Company use electronic means, whether Customer use the Services or send us emails, or whether Company posts notices on the Site or communicates with Customer via email. For contractual purposes, Customer (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to Customer electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect Customer’s non-waivable rights.
12.8 Entire Terms. These Terms constitute the entire agreement between Customer and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Customer’s relationship to Company is that of an independent contractor, and neither Party is an agent or partner of the other. These Terms, and Customer’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Customer without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. law. We may assign any or all of our rights and obligations to others at any time. The terms and conditions set forth in these Terms shall be binding upon assignees.
12.9 Copyright/Trademark Information. Copyright © 2020 Manage My Dojo. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. Customer are not permitted to use these Marks without our prior written consent or the consent of such third Party which may own the Marks.
12.10 Contact Information:
Manage My Dojo
W144N9844 Sun Valley Trl
Germantown, WI 53022 USA
Email: [email protected]
13.1 “Account” means the online account established by Customer pursuant to which Customer will pay for the Services and manage Customer’s receipt of Services.
13.2 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive Services under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement.
13.3 “Apps” means any mobile applications through which Manage My Dojo makes the Software as a Service available.
13.4 “Authorized User” means any Customer volunteers, staff, employees, consultants, advisors, and/or independent contractors to whom Customer provide access to Customer’s Account.
13.5 “Confidential Information” means (a) any software utilized by Manage My Dojo in the provision of the Services and its respective source code; (b) each Party’s business or technical information, including but not limited to information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (c) any special pricing or other non-standard terms agreed to by the Parties in a separate written document.
13.6 “Customer” means any individual, business or entity that subscribes to (or otherwise accesses or uses) the Services and includes all Affiliates and Authorized Users.
13.7 “Customer Client” means any of Customer’s leads, members, former members or other individuals or businesses with whom Customer interacts (such as by engaging in marketing activities or scheduling appointments) using the Services.
13.8 “Customer Client Data” means all data, information or other material about a Customer Client that you, an Affiliate or Customer Client provides or submits to the Services.
13.9 “Customer Content” means any and all courses, materials, instructor-led sessions, or documents created and/or supplied by Customer.
13.10 “Customer Data” means any data, information or material provided or submitted or made available by you and your Authorized Users and Affiliates to the Services. Customer Data may include Customer Client Data (and your or their representative’s data) or information related to business leads), but excludes Statistical Data.
13.11 “Manage My Dojo Content” means the audio and visual information, data, documents, software, products and services contained or made available to the Customer in the course of using the Services.
13.12 “Manage My Dojo Data” means Feedback and any other data, information or materials created by Manage My Dojo in connection with the Services for use by all Customers.
13.13 “Feedback” means any feedback or suggestion regarding the Services provided by Customer to Manage My Dojo.
13.14 “Marks” means all trademarks, logos and service marks owned or asserted by Manage My Dojo in and to the Services.
13.15 “Party” means Manage My Dojo or Company on the one hand and Customer or you on the other. Both sides are collectively referred to as the “Parties”.
13.17 “Services” means collectively the Software as a Service, the Website and the Apps.
13.18 “Software as a Service” means Manage My Dojo’s online business management software services and includes any service rendered by Company specifically to Customer, including, but not limited to: (i) hosting of any software related to the Services; (ii) hosting, delivery, and/or distribution of content related to the running studios or schools or similar businesses; and (iii) provision of customer and/or technical support for the Services.
13.19 “Statistical Data” means anonymized or aggregated data derived by or through the operation of the Services that is created by or on behalf of Manage My Dojo and that does not reveal any personally identifying information.
13.20 “Subscription” means the Subscription Term during which Customer may access Services, as well as the fees Customer will pay in consideration for such access and the payment schedule for remitting those fees.
13.21 “Subscription Term” means the precise time period during which the Subscription will remain in effect.
13.22 “Third-Party Content” means articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties.
13.23 “Third-Party Offerings” means any third-party products, applications, websites, implementations or services, including loyalty programs, that the Services link to, or that interoperate with or are used in conjunction with the Services.
13.24 “Third-Party Websites” means a website operated by a third party not Affiliated with Manage My Dojo.