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Terms of Service

Date of Last Revision: May 1, 2023

 

ARBITRATION NOTICE/CLASS ACTION WAIVER: PLEASE REVIEW THESE TERMS OF SERVICE (“TERMS”) CAREFULLY. YOU AGREE THAT DISPUTES BETWEEN YOU AND PromaxTV WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION (INCLUDING CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS), AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION OR A TRIAL BY JURY. THESE TERMS EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION. BY AGREEING TO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

These Terms constitute a legally binding agreement between you and PromaxTV, Inc., a Delaware corporation, and its subsidiaries, representatives, affiliates, officers, and directors (collectively, “PromaxTV,” “we,” “us,” or “our”) governing your use of PromaxTV’s website and service, or services directly related to PromaxTV’s website and service, including (without limitation) all websites, mobile applications, and other interactive properties through which such services are delivered, or live events (as defined in Section VI below) sponsored or facilitated by PromaxTV (collectively, the “Service” or “Services”).

By accessing and/or using our Services, whether or not you register for a membership, you are agreeing to the Terms, the terms and conditions of our Privacy Policy, and any other legal notices or other rules, policies, and procedures relating to the Services that we may publish from time to time (collectively, the “Governing Documents”). Therefore, please carefully review these documents. If you do not agree, do not access and/or use the Services. If there is a conflict between these Terms and any other terms and conditions covering a specific area of the Services, the latter terms and conditions shall control unless they expressly state otherwise.

You can use these Services, at different times, as either a Student or a Teacher or both. When these Terms refer to “Teachers,” they specifically refer to those who use the Service to teach, advise, and/or mentor; upload classes or similar content; or provide other similar services; and who have the opportunity to earn payments from PromaxTV or a PromaxTV partner for such activity. When these Terms refer to “Students“ they refer to those who use the Service for any other purpose, including when you browse the Service or watch classes posted by Teachers. Unless otherwise specified, the use of “you” (or similar words like “your”) and “user” or “users” refers to both Students and Teachers, as applicable.

If you are a Teacher, your access to and use of the Service are additionally subject to the Teacher Rules and Requirements.

In these Terms, the words “including” and “include” mean “including, but not limited to.”

We may, at our sole discretion, modify these Terms at any time. By accessing the Service at any time after such modifications, you are agreeing to such modifications.

If you accept these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

Table of Contents

  1. Account Terms
  2. Subscriptions, Payments, and Cancellation
  3. Prohibited Uses
  4. Our Materials and License to You
  5. User Content
  6. Live Events
  7. If You See Something That Infringes Your Copyright
  8. Dispute Resolution
  9. Arbitration Agreement
  10. Disclaimer of Warranties
  11. Limitation of Liability
  12. Indemnification
  13. Sanctions and Export Laws
  14. How to Contact Us
  15. Miscellaneous

  1. Account Terms

    Students and Teachers must be at least 18 years of age to create an account on PromaxTV and use the Services. If you are younger than 18 but above the required age for consent to use online services where you live (for example, 13 in the U.S. or 16 in Ireland), you may not set up an account, but we encourage you to invite a parent or guardian to open an account and help you watch or participate in classes or other content that is appropriate for you.

    Additionally, the following terms apply to your use of the Service and any account that you may open or attempt to open via the Service:

    • You must provide us with the following information in order to create a PromaxTV account: an email address you control and use and your zip code. You must also provide us with valid credit card information.
    • You must keep all of your information up to date.
    • You must be a human to open an account. Accounts registered by “bots” or other automated methods are not permitted.
    • Your account must be used by you alone. You may not share your account, your login information, access to your PromaxTV membership, or any content contained on the Service with anyone else and you may not create an email alias for purposes of sharing your PromaxTV membership with other individuals or groups. This rule does not apply solely where an organization has created a single account for the limited purpose of publishing class material on behalf of multiple Teachers, with the permission of each of those Teachers.
    • You are responsible for maintaining the security of your account and password. We view any actions taken by your account as taken by you. PromaxTV will not be liable for any loss or damage from your failure to comply with this security obligation.
    • Your use of the Service is subject to all applicable laws and regulations. You will use the Service only for lawful purposes.
    • Our Service may integrate with third-party tools to provide certain features or functionality. By using our Service, you agree to be bound by the terms of service and privacy policies of these third-parties.
    • You will comply with our Community Guidelines whenever you use the Service, including during your participation in any Event (as defined in Section VI below).
    • You will use any data associated with the Service in accordance with our Privacy Policy.
    • By enrolling in a class, other content on PromaxTV, or an Event, you grant us permission to share your information, including personal data (as further specified in our Privacy Policy), with the Teacher offering the content or Event.
    • You acknowledge that we may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on our servers on your behalf.
    • You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service.
    • You can terminate your account at any time by following the steps here. Review our Privacy Policy to see what happens when you terminate your account.
    • We may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email, using the email address we have for you on file, before terminating your account, in an effort to provide you with an opportunity to log in to your account so that it remains active.

    If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account. In the event of the death of a user, the account of that deceased user will be closed.

    We reserve the right to, at any time, without notice, modify, suspend, or terminate operation of or access to the Service, or any portion of the Service, for any reason. We further reserve the right to delete or suspend your account: (1) if you violate our Terms, Teacher Rules and Regulations, or our Community Guidelines; or (2) if you are inactive for an extended period of time.

    We may use the email address you provide us when you create a PromaxTV account to share with you marketing or other promotional communications. By creating an account and providing us an email address, you agree to the use of your email address for these purposes. You may opt out of future marketing or promotional communications at any time by going to your Account Settings at https://www.promaxtv.net/en/settings/email-notifications. From there, you can choose the subjects on which you wish to receive marketing communications, or select “Don’t Send Me Any Email” to unsubscribe from all marketing and promotional communications.

  2. Subscriptions, Payments, and Cancellation

    1. Subscriptions and Payments

      • Unless you enrolled via a gift card or scholarship, your subscription will continue and automatically renew on an annual basis unless and until you cancel your subscription, or your account is otherwise suspended or terminated pursuant to these Terms. When your subscription renews each year, we will automatically charge your payment method on file for the subscription fee, as well as any applicable tax, on the calendar day corresponding to the commencement of your paying membership. You agree to provide updated payment information upon request and any time the information you previously provided is no longer valid. We reserve the right to change the timing of our billing, including if your payment method has not successfully settled.
      • If you are located in a country where use and sales tax, goods and services tax, or value added tax is applicable to consumer sales, we are responsible for collecting and remitting that tax to the proper tax authorities. Depending on your location, the price you see may include such taxes, or tax may be added at checkout.
      • PromaxTV collects all fees through secure third-party payment processors. Our third-party payment processors accept payments through methods detailed on the applicable payment screen, which may include various credit cards and PayPal. Such payment methods are subject to change. Information that you supply to our payment processors is not stored by us or within our control, and is subject to each of our third-party payment processors’ own privacy policies and terms and conditions. Third-party payment processors may charge a fee to process payments and PromaxTV is not responsible for any fees charged by them. PromaxTV disclaims all liability with regard to any fees or problems you have with third-party payment processors.
      • If you enroll in a PromaxTV subscription via a gift card or scholarship, you will not be required to provide a payment method at the time of enrollment and your subscription will end automatically at the conclusion of the subscription period provided by your gift card or scholarship. If you wish to continue your subscription beyond that period, you will need to enroll in an automatically renewing subscription and provide a method of payment.
      • PromaxTV reserves the right to develop and launch new products or services or make changes to any products or services offered through the Service. If you choose to purchase any additional products or services offered by PromaxTV or Teachers, you may be charged additional amounts for such products or services.
      • PromaxTV also reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing period following the date of the change. We will give you advance notice of these changes, but we will not be able to notify you of changes in any applicable taxes. If you do not wish to accept the price change or change to your subscription plan, you can cancel your subscription before the change takes effect.
      • Price changes, whether pertaining to subscriptions or other products, may be the result of many factors, including changes in costs related to procuring content or providing the Services, changes to market conditions or the consumer price index, or changes to applicable tax rates. Should these costs go up, we may increase our prices accordingly. Should these costs go down, we may decrease our prices accordingly.
      • You may be offered the opportunity to participate in additional programs, such as a student referral program. If you choose to participate in any such program, you will be subject to the terms of those programs, if any. More information on student referral programs can be found here.

    2. Free Trials and Other Promotions or Sales

      From time to time, we or others on our behalf may offer trials of paid subscriptions to our PromaxTV membership for a specified period without payment or at a reduced rate (a “Trial”). PromaxTV reserves the right, in its absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

      For some Trials, we will require you to provide a payment method to start the Trial. At the end of such Trials, we will automatically charge you via that payment method for the applicable paid subscription on the first day following the end of the Trial and on a recurring annual basis, unless you cancel prior to the end of the free Trial, or before the renewal date, as applicable. By providing your payment details in conjunction with the Trial, you agree to this charge using such payment method. If you do not want this initial charge, or the renewal charge, you must cancel the applicable paid subscription prior to the charge through your payment settings within your PromaxTV account profile located at https://www.promaxtv.net/settings/payments.

      We also occasionally run time-limited promotions and sales, during which time the cost of subscription may be lower. The subscription price we offer may be different when you are logged into your account compared to the price available to users who aren’t registered or logged in, for example because some of our promotions are available only to new users. Unless explicitly designated otherwise, promotional or sale prices are limited to one year of subscription. At the end of that year, your subscription will automatically renew at the then-applicable full annual price, unless you cancel prior to renewal by changing your settings on your account profile.

    3. Refunds

      Please consult our Refund Policy to learn more about whether you might be entitled to a refund for your purchase.

      PromaxTV has no obligation to consider or grant refund requests, including (i) for subscription plans purchased with a 7-day or longer free trial; or (ii) that otherwise do not follow our Refund Policy. To the extent permissible under applicable law, you are entitled to one refund only. Once a refund for a subscription is confirmed, you will lose all access to your PromaxTV membership.

      We will not provide refunds to users who have acted in a fraudulent manner or in a way that violates or would violate these Terms or our Community Guidelines (as determined in our sole discretion), including users who have been deactivated for the same.

      If you purchased a subscription through the Apple iTunes Store, our iPhone application, the Google Play Store, or our Android application, please consult the refund policy associated with the service by which you subscribed.

    4. Cancellations

      You may cancel your PromaxTV membership at any time for any or no reason, but if you cancel your membership before the end of the current subscription period, we will not refund any subscription fees already paid to us or charged to your payment method except in the limited circumstances set forth in Section II.C above. To cancel your recurring subscription, please visit your payment settings within your PromaxTV account profile located at https//www.promaxtv.net/settings/payments. If you cancel your PromaxTV membership, you will lose access to all classes you enrolled in during your PromaxTV membership at the end of your billing period. If you choose to sign back up as a paying member, your billing date will reset to the day you paid. If you pay for your subscription through an account with a third party (e.g., Apple iTunes or GooglePlay), you may have to cancel through that third party.

  3. Prohibited Uses

    To use the Service, you must agree to comply with the following:

    1. You will not upload, share, post, transmit, distribute, or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships or that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property right of any party.
    2. You will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
    3. You will not upload, share, post, transmit, distribute, or otherwise make available or partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates applicable law or our rules or policies.
    4. You will not partake in any behavior nor upload, share, post, transmit, distribute, or otherwise make available any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals, including on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
    5. You will not impersonate any person or entity, including any of our employees or representatives or users, or falsely state or otherwise misrepresent your affiliation with a person or entity.
    6. You will not stalk, harass, or harm another person via use of the Services, including PromaxTV personnel.
    7. You will not harvest or otherwise collect information about other users of the Services, including email addresses, without their express written consent.
    8. You will not interfere with any PromaxTV content or User Content (as defined below).
    9. You will not remove any copyright, trademark, or other proprietary rights notices contained in or on the Services, PromaxTV content, or any works other than your own.
    10. You will not use any robots, spiders, or similar data mining, data gathering, extraction tools, or manual processes to collect, gather, or copy any content or data on or related to the Service in a manner not authorized by PromaxTV in writing.
    11. You will not distribute viruses or any other technologies that may harm us or the interests or property of our users, or upload, post, email, transmit, or otherwise make available through the Services any material that contains adware, malware, spyware, software viruses, 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.
    12. You will not engage in practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by PromaxTV in writing.
    13. You will not interfere or attempt to interfere with the proper working of the Services or any activities conducted through them, including by bypassing any measures we may use to prevent or restrict access to the Services, or by circumventing or manipulating our payment process.
    14. You may not frame, mirror, or otherwise simulate the appearance or function of the Services, PromaxTV content, or any user’s works, or forge headers, icons, or otherwise manipulate identifiers in order to disguise the origin of any PromaxTV content transmitted through the Services.
    15. You may not decompile, disassemble, or otherwise reverse engineer the Services, PromaxTV content, or any portion thereof, or otherwise attempt to derive the source code or other trade secrets embodied in the Services.

  4. Our Materials and License to You

    All right, title, and interest in and to the PromaxTV Services, including our websites, our existing or future applications, our APIs, databases, and the content our employees or partners submit or provide through our Service (but excluding content provided by Teachers and Students) are and will remain the exclusive property of PromaxTV and its licensors. Our Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing gives you a right to use the PromaxTV name or any of the PromaxTV trademarks, logos, domain names, and other distinctive brand features.

    Subject to your compliance with these Terms we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services for your personal, noncommercial, and educational use, solely as expressly permitted by these Terms and subject to all the terms and conditions of these Terms and other Governing Documents, all applicable laws, and any additional terms contained on the Service. Any other use of the Services is strictly prohibited. Nothing contained on the Services should be interpreted as granting to you any license or right to use any of the Services, User Content (as defined below), and/or any third-party proprietary content on the Services without the express written permission of PromaxTV or the relevant third-party owner, as applicable. Any rights not expressly granted herein are reserved by PromaxTV.

  5. User Content

    These Terms define “User Content” as any design, text, graphic, image, video, logo, button icon, software, audio file, computer code, digital goods, or other content that a user (including both Students and Teachers) posts, submits, transmits, uploads, or otherwise includes or makes available on and/or via the Service. You represent and warrant that you own all intellectual property rights in the User Content and/or have obtained all authorizations and rights, including permission from any copyright or trademark owner or releases from any models or other individuals appearing in any User Content, necessary for you to display, promote, and otherwise exploit the User Content through the Services, and to convey all rights granted under these Terms.

    Except as specified otherwise herein and in the Teacher Rules and Requirements, no User Content or other material made available on or through the Service may be copied, modified, reproduced, duplicated, republished, uploaded, posted, transmitted, sold, transferred, publicly displayed, distributed, or used by other users to create derivative works, in any way, without written permission of the applicable rights holder unless such User Content is specifically made available for and authorized to be downloaded from the Service, in which case you are authorized to download a single copy of such content for your own personal, noncommercial, and educational use. For example, certain class materials may be made available as unprotected PDF files that can be downloaded by Students and/or other users of the Service. User Content not made available for download may not be downloaded or copied without prior written permission. Modification of User Content obtained from the Service, for any other purpose, including any commercial purpose, is a violation of the rights of PromaxTV or its users or licensors, unless you have obtained express written authorization to the contrary.

    We neither endorse nor assume any liability for any User Content posted to the Service. We do not guarantee in any manner the reliability, validity, accuracy, or truthfulness of the User Content. If you access User Content, you rely on any information provided in that User Content at your own risk.

    However, we and our agents have the right, at our sole discretion, to remove any User Content that, in our judgment, does not comply with the Governing Documents, applicable law, and/or any other rules of user conduct for the Service, or that is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing any User Content from the Service. You hereby consent to such removal and waive any claim against us arising out of such removal of any User Content, whether it is your own or another user’s. If you believe that User Content on the PromaxTV platform violates a patent, trademark, trade secret, right of publicity, or other right of any party, you can contact PromaxTV at help@promaxtv.net. See Section VII below for a description of the procedures to be followed in the event that any party believes that User Content infringes on their copyright or the copyright of a party they are authorized to act on behalf of.

    Any feedback, comments, or suggestions you may provide regarding PromaxTV or the Service is entirely voluntary and you authorize PromaxTV to use and share this content with anyone, distribute it and promote it on any platform and in any media, and to make modifications or edits to it as we see fit, without any obligation to you. You agree that you shall have no recourse against PromaxTV for any alleged or actual infringement or misappropriation of any proprietary right in your communications to PromaxTV.

    For specific information on copyright and other intellectual property policies related to Teachers and class content, please see our Teacher Rules and Requirements.

    For Students Only:

    User Content submitted by Students for inclusion on the Service (including any information submitted on message boards, forums, or other public areas of the Service) is referred to in these Terms as “Student Content.” All Student Content is subject to these Terms. PromaxTV does not guarantee any confidentiality with respect to Student Content, regardless of whether or not it is published. You are solely responsible for your own Student Content and the consequences of posting or publishing it.

    Students outside of the E.U. and U.K.: By submitting or posting Student Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, and publicly perform and publicly display copies of your Student Content (including your name and image) in any form, medium, or technology, including all media or distribution methods, now known or later developed for any lawful purpose. This includes making your Student Content available to other companies, organizations, or individuals who partner with PromaxTV for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Student Content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any Student Content that you submit. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis with no compensation paid to you.

    Students in the E.U. and U.K.: By submitting or posting Student Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, and publicly perform and publicly display copies of your Student Content (including your name and image) on the Service or a platform owned, managed, and/or hosted by a third party with whom PromaxTV has entered into a written agreement to host, display, and publicly perform content. This includes making your Student Content available to other companies, organizations, or individuals who partner with PromaxTV for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Student Content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any Student Content that you submit. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis with no compensation paid to you.

  6. Live Events

    PromaxTV or a Teacher may inform you of and/or host a live event (“Event”) from time to time, for which you may be given or may be able to purchase tickets (each, a “Ticket”). The contract for the purchase or provision of a Ticket to an Event is formed when PromaxTV, or a third-party partner acting on PromaxTV’s behalf, sends you a confirmation email stating that you have been given a ticket.

    You authorize us to charge your payment method for such a transaction, where applicable. By submitting an offer to purchase and providing us, or a third-party partner acting on our behalf, with your payment method at checkout, you authorize PromaxTV (acting by its payment processor) to charge that payment method to take payment for your order. We are not responsible for any losses you may suffer if the payment method you use to pay for a Ticket does not have sufficient funds to cover all costs of that order.

    Events may take place in different countries, and Tickets will be sold in U.S. dollars (USD). You shall be responsible for any additional charges to which you may be subject by your credit or debit card provider or bank, or any currency exchange rate fluctuations and PromaxTV does not accept liability for these.

    PromaxTV is not obliged to offer refunds for Tickets purchased for a specific date, should you change your mind about your purchase or fail to attend the Event. Should an Event be canceled, you will be entitled to a full refund of the price paid for any Tickets you purchased for that Event.

    A Ticket is a personal revocable license which may be withdrawn, and admission refused, at any time, subject to these Terms and any terms related to the Event or on the Ticket itself. Before you purchase a Ticket, PromaxTV or the hosting Teacher will generally inform you of any restrictions which apply to entry. PromaxTV will not be responsible for the consequences of any failure by you to abide by such information provided pre-purchase. Ticket holders may also be ejected from an Event at any time if PromaxTV employees or an event organizer or those working on their behalf determines that the Ticket holder is acting in contravention of the law, is a safety or security risk, may affect the enjoyment of others at the Event, or may cause damage, nuisance, or injury.

  7. In accordance with the Digital Millennium Copyright Act (“DMCA”), we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members, or users, and (2) remove and discontinue service to repeat offenders.

    Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Service infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to PromaxTV’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):

    • A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
    • Identification of works or materials being infringed;
    • Identification of the material that is claimed to be infringing, including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that PromaxTV is capable of finding and verifying its existence;
    • Contact information about the notifier, including address, telephone number, and, if available, email address;
    • A statement that the notifier has a good faith belief that the material identified as infringing is not authorized by the copyright owner, its agent, or the law; and
    • A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

    Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:

    • Remove or disable access to the infringing material;
    • Notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
    • Terminate such content provider’s access to the Service if he or she is a repeat offender.

    Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, may send us a counter-notice containing the following information:

    • A physical or electronic signature of the content provider;
    • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
    • A statement that the content provider has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
    • The content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which PromaxTV is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

    If a counter-notice is received by the Designated Agent, PromaxTV may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that PromaxTV may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material will be replaced or access to it restored in 10 to 14 business days after receipt of the counter-notice.

    Please contact PromaxTV’s Designated Agent at DMCA@promaxtv.net. Alternatively, you may send a complete notice of copy infringement to the following address:

    PromaxTV, Inc.
    Attn: Platform Operations Department
    215 Park Avenue South, 11th Floor
    New York, NY 10003

  8. Dispute Resolution

    PromaxTV is committed to participating in a consumer-friendly dispute resolution process because good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. To that end, these Terms provide for a two-part process for individuals who seek to raise a dispute with PromaxTV: (1) an informal negotiation directly with PromaxTV’s customer service team (described in the Arbitration Agreement below), and if necessary (2) a binding arbitration administered by the American Arbitration Association (“AAA”). You and PromaxTV each retain the right to seek resolution of the dispute in small claims court as an alternative to arbitration.

  9. Arbitration Agreement

    By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against PromaxTV on an individual basis in arbitration as set forth in this Arbitration Agreement, and not as a class, collective, coordinated, consolidated, mass, and/or representative action. You and PromaxTV are each waiving the right to a trial by jury. This Arbitration Agreement will preclude you from bringing any class, collective, coordinated, consolidated, mass, and/or representative action against PromaxTV, and also preclude you from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, mass, and/or representative action brought against PromaxTV by someone else. Thus, the parties agree that the arbitrator shall not conduct any form of class, collective, coordinated, consolidated, mass, and/or representative arbitration, nor join, coordinate, or consolidate claims of multiple individuals against PromaxTV in a single proceeding.

    1. Agreement to Binding Arbitration Between You and PromaxTV

      (1) Application: This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against PromaxTV in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Arbitration Agreement applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.

      (2) Mandatory Pre-Arbitration Dispute Resolution and Notification: At least 30 days prior to initiating an arbitration, you and PromaxTV each agree to notify the other party of the dispute in writing and attempt in good faith to negotiate an informal resolution. You must send your notice of dispute to PromaxTV at the following address: legal@promaxtv.net. PromaxTV will send notice of dispute to the email address associated with your PromaxTV account. A notice of dispute must include: the party’s name and preferred contact information, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written Demand for Arbitration (available at www.adr.org) with the AAA and providing a copy to the other party as specified in the AAA Consumer Arbitration Rules (available at https://www.adr.org/sites/default/files/Consumer-Rules-Web_0.pdf).

      If you are required to pay a filing fee, after PromaxTV receives notice that you have commenced arbitration, PromaxTV will reimburse you for your payment of the filing fee, unless your claim is for greater than $5,000 USD, or unless the arbitrator finds your arbitration to be frivolous, in which event you will be responsible for filing fees.

      For sake of clarification only, the informal dispute resolution negotiation shall be individualized such that a separate negotiation must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal dispute resolution negotiation, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference.

      (3) Covered Disputes: Except as expressly provided below in Section (7), you and PromaxTV agree that any dispute, claim, or controversy in any way arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; (ii) your access to or use of the Service at any time; (iii) incidents resulting in personal injury to you or anyone else that you allege occurred in connection with your use of the Service, regardless of whether the dispute, claim, or controversy occurred or accrued before or after the date you agreed to these Terms, and regardless of whether you allege that the personal injury was experienced by you or anyone else; and (iv) your relationship with PromaxTV, will be settled by binding individual arbitration between you and PromaxTV, and not in a court of law. This Arbitration Agreement survives after your relationship with PromaxTV ends.

      (4) Class Action Waiver: Any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in these Terms, this Class Action Waiver does not prevent you or PromaxTV from participating in a classwide, collective, and/or representative settlement of claims.

      (5) Mass Action Waiver: The parties agree that the definition of a “Mass Action” includes instances in which you or PromaxTV are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or PromaxTV’s behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. The parties further agree that any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a Mass Action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any Mass Action or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in these Terms, this Mass Action Waiver does not prevent you or PromaxTV from participating in a mass settlement of claims.

      (6) Waiver of Jury Trial: To the extent permitted by applicable law, you and PromaxTV waive any constitutional and statutory rights to sue in court and receive a judge or jury trial. You and PromaxTV are instead electing to have all disputes resolved by arbitration, except as specified in Section (7) below. There is no judge or jury in arbitration, and court review of an arbitration award is limited.

      (7) Exceptions to Arbitration: Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual basis; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); and/or (iii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

      You may bring and litigate such claims in a court of competent jurisdiction, but only on an individual basis. On an individual basis means that you cannot bring such claims as a class, collective, coordinated, consolidated, mass, and/or representative action against PromaxTV. Where your claims are brought and litigated to completion on such an individual basis in a court of competent jurisdiction, PromaxTV agrees to honor your election.

      The parties’ agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision, or the enforceability of this Arbitration Agreement as to any other controversy, claim, or dispute.

      (8) Arbitration Rules and Governing Law: This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this provision. The arbitration will be administered by the arbitrator in accordance with the Consumer Arbitration Rules then in effect unless other AAA arbitration rules are determined to be applicable by the AAA (the “AAA Rules“), except as modified here. The AAA Rules are available at www.adr.org. In order to initiate arbitration, you must complete a written demand (available at www.adr.org) that is filed with the AAA and provided to the other party, as specified in the AAA Rules.

      (9) Modification to AAA Rules – Arbitration Hearing/Location: In order to make the arbitration most convenient to you, PromaxTV agrees that any required arbitration hearing may be conducted, at your option: (a) in the U.S. county where you reside; (b) in New York County; (c) via phone or video conference. If the amount in controversy is $5,000 USD or less, the parties agree to proceed solely on the submission of documents to the arbitrator.

      (10) Modification of AAA Rules – Attorney’s Fees and Costs: Except as specified in Section 2 above, your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules. Either party may make a request that the arbitrator award attorneys’ fees and costs upon proving that the other party has asserted a claim, cross-claim, or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous, as allowed by applicable law and the AAA Rules.

      (11) Arbitrator Powers: The arbitrator, and not any federal, state, provincial, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable, to the extent permitted by applicable law. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the AAA Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

      (12) Opt Out: You may opt out of this Arbitration Agreement. If you do so, neither you nor PromaxTV can force the other to arbitrate as a result of this Agreement. To opt out, you must notify PromaxTV in writing no later than 30 days after first becoming subject to this Arbitration Agreement. You become subject to this Agreement on the date these Terms are published, or the date you create your PromaxTV account (if you created your account after these Terms are published), whichever is later. Your notice must include your name and address, the email address you currently use to access your PromaxTV account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: legal@promaxtv.net. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with us or may enter into in the future with us.

      (13) Severability: If there is a final judicial determination that any portion of this Arbitration Agreement, including the Class Action Waiver or the Mass Action Waiver, is unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (ii) the portion of the Arbitration Agreement that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or these Terms, or the arbitrability of any remaining claims asserted by you or PromaxTV.

      (14) Survival: Except as provided in Section (13) above, this Arbitration Agreement will survive any termination of these Terms and will continue to apply even if you stop using the Service or terminate your PromaxTV account.

  10. Disclaimer of Warranties

    The Service and all materials included therein (whether housed on the Service alone or also on a third-party platform) are provided on an “as is” and “as available” basis without warranty of any kind, either express or implied, including the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, we make no warranty that (a) the Service and materials will meet your requirements, (b) the Service and materials will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the Service or materials will be effective, accurate, or reliable, or (d) the quality of any class or Event that you attend via the Service, or any other products, services, or information purchased or obtained by you from the Service, from us or our affiliates, will meet your expectations or be free from mistakes, errors, or defects.

    The use of the Service or the downloading or other acquisition of any materials through the Service is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage or loss of data that results from such activities.

    In the event that any content available on the Service is also available through any third-party platform, or if PromaxTV provides links from the Service to any third-party platform or permits any third-party to link from its platform to the Service, you understand and agree that PromaxTV makes no warranty of any kind, express or implied, and accepts no responsibility for any content or practices of such third parties or their platforms. Such platforms are not under the control of PromaxTV, and PromaxTV provides and/or permits these links only as a convenience to you.

    PromaxTV-affiliated content available through the Service or a third-party platform or presented at any class or Event represents the opinions and judgments of an information provider, user, Student, Teacher, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone, including any Teacher(s), other than an authorized PromaxTV spokesperson speaking in his/her official capacity.

    PromaxTV does not (i) directly or indirectly practice medicine, law, or financial planning, (ii) dispense medical, legal, or financial services, (iii) provide medical, legal, or financial advice, or (iv) otherwise convey medical, legal, or financial opinions. You agree and understand that PromaxTV assumes no liability for the accuracy or completeness of any content offered on the Service.

    To the extent PromaxTV provides any information regarding health, wellness, or physical exercise through the Service, we do so only in a general way. You acknowledge and agree that the Service is not intended to be, and will not be used as, a substitute for medical treatment by a healthcare professional. You agree to consult your healthcare provider before initiating any physical exercises or wellness practices, and follow your provider’s advice accordingly. You also acknowledge and agree to accept the inherent risks and dangers in participating in new or strenuous health, wellness, and physical exercises. You agree that PromaxTV will not be liable for any injury, loss, or damages arising from your access or practice of the Service’s health, wellness, and/or physical exercise content.

    Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you.

  11. Limitation of Liability

    In no event shall PromaxTV or its officers, directors, employees, agents, affiliates, and their respective successors and assigns (collectively, the “PromaxTV Parties”) be liable to you or any third-party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including those resulting from loss of use, data, or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the Service, any Event, or any web site or third-party platform referenced or linked to from the Service or that otherwise displays PromaxTV-affiliated content.

    Further, neither we, nor any other PromaxTV party, shall be liable in any way for any class, Event, or other third-party goods and services offered through the Service or through a third-party platform. You agree that PromaxTV is not party to any transaction between any Student and/or Teacher and cannot be held responsible for any issues arising from any such transaction. We have no control over and do not guarantee the accuracy or validity of any statement, claim, or offering made by a Teacher, nor do we guarantee the performance or conduct of any Teacher, Student, or third party.

    We are also not liable for the acts or omissions of any third parties, including third parties you might interact with during a class or Event. PromaxTV generally does not supervise classes or Events and is not involved in any way with the actions of any individuals (whether Students or Teachers) at any class or Event. We generally do not have control over the identity or actions of the individuals who are present at these classes or Events, and we require that our users exercise caution and good judgment when participating in classes or Events. Some classes or Events may carry inherent risk and by participating in those classes or Events, you choose to assume those risks voluntarily. You acknowledge and agree that by participating in any class or Event (whether as a Student or Teacher) you may be exposed to a variety of risks and hazards, which may or may not be foreseen, including (without limitation) personal injury, property damage, and death. You are solely responsible for all costs and/or risks associated with your participation in any class or Event.

    To the fullest extent permitted by law, you hereby release and hold harmless PromaxTV and each of the other PromaxTV Parties from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, relating to your use of the Service or participation in any class or Event, whether as a Student or Teacher, including as it relates to the acts or omissions of any third party used by PromaxTV to facilitate the Service or any payments related thereto. You agree and understand and intend that this assumption of risk and release is binding upon you and your heirs, executors, agents, administrators, and assigns.

    Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you to the extent such jurisdictional restrictions are applicable.

    If applicable, you waive California Civil Code Section 1542, which states, in relevant part: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

  12. Indemnification

    Upon a request by us, you agree to defend, indemnify, and hold us and the other PromaxTV Parties harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your violation of these Terms or any of the other Governing Documents, or negligent or wrongful conduct, including with respect to any User Content you upload or place onto the PromaxTV Platform. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

  13. Sanctions and Export Laws

    You acknowledge that the Services and the items made available through the Services, are subject to U.S. export control and sanctions laws and regulations, including the Export Administration Regulations and the regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (collectively, the “Export Controls and Sanctions Laws”). You represent and warrant that you (as an individual or as a representative of any entity on whose behalf you use the Services) are not located in, or a resident of, any country that is subject to applicable U.S. trade sanctions or embargoes (such as Belarus, Cuba, Iran, North Korea, Russia, Syria, or the occupied regions of Ukraine). You represent and warrant that you are not a person or entity who is named on any U.S. government list of restricted parties that would require a license to use the Service. You also represent and warrant that you are not owned 50% or more by such a restricted party, if such ownership would cause you to become subject to similar restrictions.

    If you become subject to such a restriction during the term of any agreement with PromaxTV, you will notify us within 24 hours, and we will have the right to terminate any further obligations to you, effective immediately and with no further liability to you (but without prejudice to your outstanding obligations to PromaxTV).

    You may not access, use, export, re-export, divert, transfer in-country, or disclose any portion of the Services or any related software, technical information, or materials, directly or indirectly, in violation of any United States and other applicable country Export Controls and Sanctions Laws, rules, and regulations and requirements. You agree not to upload any content or technology (including information on encryption) whose export is specifically controlled by such laws.

  14. How To Contact Us

    The best way to get in touch with us is to contact our Support Team. We’d love to hear your questions, concerns, and feedback about our Services.

  15. Miscellaneous

    You agree that the Service shall be deemed a passive interactive service based solely in New York and shall not give rise to personal jurisdiction over PromaxTV, either specific or general, in jurisdictions other than New York. These Terms, together with the Privacy Policy and the other Governing Documents, shall all be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of law principles. You agree that any legal action or proceeding between PromaxTV and you for any purpose concerning these Terms, the Privacy Policy, the other Governing Documents, or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York, New York, and you submit to personal jurisdiction therein and agree to waive any objection that such courts are an inconvenient forum for the resolution of such action.

    Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

    These Terms, together with the Teacher Rules and Requirements, the Privacy Policy, and any other Governing Documents published from time to time, constitute the entire agreement between you and PromaxTV concerning the Service and the services provided by PromaxTV. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. PromaxTV’s failure to insist upon or enforce strict performance of any provision of these Terms or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms.

    PromaxTV may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Service to any affiliate or partner of PromaxTV or to another third party in the event that some or all of the business of PromaxTV is transferred to such other third party by way of merger, sale of its assets, or otherwise.

    Most communication between PromaxTV and you will be sent and received electronically. You agree that all electronic communication between PromaxTV and you shall satisfy any legal requirements that such communications be in writing.

    Notice for California Users. Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

    Any rights of PromaxTV not expressly granted herein are reserved.

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