MEMBERSHIP TERMS AND CONDITIONS

These terms and conditions outline important information about becoming a Humming Puppy Uscreen member. Please be sure to read this document mindfully before you join and if you have any questions please be sure to ask us prior to agreeing to these terms. The terms of this agreement nullify anything that you may have been told by anyone. If you have been told anything different to what is contained in this document then you should discuss this with us before agreeing to these terms. The terms and conditions of our studios may change from time to time and you will always be able to see the most up to date terms and conditions here.

These Terms & Conditions of Use (this “Agreement“) apply to: (1) all of the products, services and websites offered by Humming Puppy, including, but not limited to, the Website; (2) mobile, tablet, internet television, or other digital or electronic versions of the Humming Puppy Ustream platform; (3) any Humming Puppy software; and (4) any applications created by Humming Puppy whether available through a social networking site or its subsidiaries or affiliated companies (collectively, the “Service“).

This Service is not directed to persons under eighteen (18) years of age.

Please read this agreement carefully before using the service.

1. Visitor and Member agreement

When view or use this site as a “Visitor” or purchase a membership or service from us as a “Member”, you agree to all the terms and conditions of this agreement.

You agree that the information contained in this agreement outlines a complete agreement between you and Humming Puppy Pty Ltd (“us”, “we”, “Humming Puppy”).

If any part of this agreement becomes invalid or discontinued you agree that the remaining parts will continue to be valid.

If Humming Puppy does not enforce its rights under this agreement that does not mean that we are waiving those rights. Our rights under this agreement may still be enforced.

 

2. General Registration Requirements

If you wish to become a Member and/or otherwise make use of the Service, you must read this Agreement and indicate your acceptance during the Member registration process. In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the Australia or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form available on the Website (the “Registration Data“) and (b) maintain and promptly update your Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Humming Puppy reserves the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof) at any time. Humming Puppy’s Materials (as defined in Section 10 of this Agreement) and Humming Puppy’s Content (as defined in Section 10 of this Agreement) on the Service (collectively, “Humming Puppy Content“) is provided to you “AS IS“ for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Humming Puppy. Other than rights expressly granted to you, Humming Puppy reserves all rights in and to the Service and the Humming Puppy Content.

You may access Website and Content as available:

• for your information and personal use;
• as intended through the normal functionality of the Humming Puppy Uscreen Service; and
• for Streaming (“Streaming“ or “Stream“ means a contemporaneous digital transmission of an audiovisual work via the Internet from the Humming Puppy Service to a user’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the user). Accessing videos via the Service for any purpose or in any manner other than Streaming is expressly prohibited. When you Stream Humming Puppy Content, the resolution and quality of Humming Puppy Content you receive will depend on a number of factors, including the type of device you are using and your bandwidth, which may fluctuate during the course of your viewing. While we strive to provide a quality viewing experience, we make no guarantee as to the resolution or quality of the Streaming Humming Puppy Content you will receive.

In order to be able to Stream or download Humming Puppy Content from the Service and to view Humming Puppy Content on the Service, you will need to use a personal computer, portable media player, or other device that meets the system and compatibility requirements that we establish from time to time and is otherwise capable of interacting with the Service (each such device, a “Compatible Device“). We may change the requirements for Compatible Devices from time to time and, in some cases, whether a device is (or remains) a Compatible Device may depend on software or systems provided or maintained by the device manufacturer or other third parties. As a result, devices that are Compatible Devices at one time may cease to be Compatible Devices in the future.

3. Health Disclaimer

A physical yoga practice, with or without the use of equipment such as blocks, straps or any other equipment that may be suggested by a Humming Puppy teacher, is a strenuous physical activity. Accordingly, you are urged and advised to seek the advice of your doctor or treating practitioner before beginning any physical exercise regimen, routine, program, or using any suggested equipment shown in any of the video clips on the Service.

Humming Puppy is not a medical organisation and its teachers cannot give you medical advice or diagnosis. All suggestions and comments relating to the use of equipment, poses, moves and instruction are not required to be performed by you and are carried out at your election while viewing Humming Puppy videos. Nothing contained in the Service should be construed as any form of such medical advice or diagnosis.

By agreeing to these terms you accept that you have no detrimental medical or physical conditions that you are not aware of that may prevent you from participating in our classes.

By using the Service, you represent that you understand that physical exercise such as yoga asana involves strenuous physical movement, and that such activity carries the risk of injury whether physical or mental. You understand that it is your responsibility to judge your physical and mental capabilities for such activities. It is your responsibility to ensure that by participating in classes, Immersives, courses, programs and activities from Humming Puppy, you will not exceed your limits while performing such activity, and you will select the appropriate level of activity for your skills and abilities, as well as for any mental or physical conditions and/or limitations you have. You understand that, from time to time, teachers may suggest physical adjustments or use of equipment and it is your sole responsibility to determine if any such suggested adjustment or equipment is appropriate for your level of ability and physical and mental condition.

4. Release of Liability

By agreeing to these terms, you recognise there are certain inherent risks as outlined above associated in performing the moves and poses as instructed in the Service and you assume full responsibility for personal injury to yourself and (if applicable) your family members, and further release and discharge Humming Puppy for injury, loss or damage arising out of your or your family’s use of the Service, whether caused by the fault of yourself, your family, Humming Puppy or other third parties. You expressly waive and release any claim that you may have at any time for injury of any kind against Humming Puppy, or any person or entity involved with Humming Puppy, including without limitation its directors, instructors, independent contractors, employees, agents, affiliates and representatives.

You agree to defend, indemnify and hold harmless Humming Puppy, its subsidiaries, affiliates, subcontractors, officers, directors, employees, consultants, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees and costs) arising from: (i) your use of and access to the Service; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your submissions of Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Service.

You agree that practising with us involves a risk of minor and major injury, soft tissue injury, broken bones and joint injuries and that you practise using the instruction provided in the Service at your own risk.

5. Certification and Disclaimer of Affiliation with Accreditation Body

Humming Puppy Content offered by Humming Puppy on this Uscreen platform is for information purposes only and does not make you eligible for certification by any governing or accreditation body to teach yoga. Humming Puppy is not a member of any yoga-related governing accreditation body and therefore cannot guarantee that the curriculum meets the standards developed by such organisations. You agree not to hold yourself out as a certified yoga instructor based on completing any of the content available on the Service or use Humming Puppy’s name as a certification or accreditation body for purposes of teaching yoga. Further, you expressly waive and release Humming Puppy and its directors, instructors, independent contractors, employees, agents, affiliates and representatives of any claim arising from or in connection with teaching yoga or a violation of the terms as provided herein.

6. Minors

Humming Puppy’s Content is not directed to persons under eighteen (18) years of age, and by providing information about yourself to Humming Puppy you are representing that you are eighteen (18) years of age or older. You must be at least eighteen (18) years of age to become a Member and purchase Services. By agreeing to this Agreement during the sign up process, you represent and certify that you are legally able to enter into any and all purchase agreements with Humming Puppy and its partners, vendors, agents and service providers.

7. Membership Subscription Fees and One-Time Fees for Immersives and Online Courses

Humming Puppy offers membership subscription-based access to its Content and Classes, as well as one-time purchases of workshops (“Immersives”) or courses intended to instruct a person related to a specific area of study or on a particular topic that can be viewed for a limited period of time (“Online Courses”). Humming Puppy reserves the right to cancel, interrupt, or reschedule any Humming Puppy Content, Immersive, or Online Course. Subject to your payment of any applicable fees (including applicable taxes) and your compliance with all of the other terms Humming Puppy specifies for the Service, Humming Puppy grants you a non-exclusive, non-transferrable, limited right and license, so long as the Classes and/or Immersives and/or Online Courses are available on the Service, to access, view, use, and display Classes and/or Immersives and/or Online Courses for non-commercial, private use.

Membership Subscription to Classes

• Billing for Membership to Classes. Memberships, which provide you with access to Classes, are billed on a periodic basis as specified at the time of purchase (e.g., monthly, quarterly, or yearly). Memberships do not include access to Online Courses. Your Membership subscription will continue in effect on a recurring basis corresponding to the term of your subscription unless and until you cancel your subscription or the account or the Service is otherwise suspended or discontinued pursuant to this Agreement. If membership is cancelled or terminated before the end of the applicable billing cycle, Humming Puppy will not reimburse the Member for the remainder of that paid month. Members may cancel their membership at any time. Membership must be cancelled prior to the renewal date in order to avoid additional membership charges. At times, special prepaid membership packages will be available for purchase at varying lengths of time as specified at the time of purchase. Special prepaid memberships will be recurring and will renew automatically on the expiry date.
• Pricing for Membership Subscriptions. When you purchase a membership subscription, you will initially be charged at the rate applicable at the time of your agreement to subscribe. If Humming Puppy later increases the price of the subscription, Humming Puppy will notify you via email. The increase will apply to the next payment due from you after the notice, provided that you have been given at least 10 days’ prior notice before the charge is made. If you are given less than 10 days’ prior notice, the price increase will not apply until the payment after the next payment due.
• No Sharing of Membership Subscriptions. Members of Humming Puppy may not share, give or sell their password or username to any other person or entity. Excessive viewings or logins by any Member will be construed by Humming Puppy as fraudulent use of the Service, which will result in the immediate cancellation of membership without refund. When becoming a Member you agree to take all actions possible to protect your username and password from fraudulent use. Humming Puppy reserves the right to cancel any membership it believes has been compromised, or is being used fraudulently, at its own discretion.

8. Member Account, Password and Security

If you register on the Service, you will be required to choose a password and user name, and you may be asked for additional information regarding your account, such as your e-mail address. You are responsible for maintaining the confidentiality of your password and account information, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Humming Puppy of any unauthorised use of your password or account or any other breach of security, and (b) ensure that you log out from your account at the end of each session. Each registration is for a single user only, unless otherwise expressly provided on the registration page. You may never use another Member’s account without prior authorisation from Humming Puppy. Humming Puppy will not be liable for any loss or damage arising from your failure to comply with this Agreement.

9. Termination or Suspension of Account

If Humming Puppy determines in its sole discretion that you are violating any of the terms of this Agreement, Humming Puppy may: (1) notify you, and (2) use technical measures to block or restrict your access or use of the Service. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) the Service, and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use. If Humming Puppy terminates your account or suspends or discontinues your access to the Service due to your violations of this Agreement, then you will not be eligible for any credit, refund or discount or other consideration.

10. Proprietary Rights

Materials on the Service, including, without limitation, names, logos, trademarks, images, text, graphics, videos, photographs, illustrations, artwork, software and other elements (individually and collectively, “Material”, “Content”) are protected by copyrights, trademarks and/or other intellectual property rights owned and controlled by Humming Puppy or by third parties that have licensed or otherwise provided their material to Humming Puppy. You acknowledge and agree that all Materials on the Service are made available to you for limited, non-commercial, personal use only. Except as specifically provided herein or elsewhere on this Service, no Material may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, by any person or entity, without Humming Puppy’s prior express written permission. You may not add, delete, distort, or otherwise modify the Material. Any unauthorised attempt to modify any Material, to defeat or circumvent any security features or to utilise the Service or any part of the material for any purpose other than its intended purposes is strictly prohibited.

11. International Use

Due to the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

12. Privacy Policy

Humming Puppy respects your privacy and permits you to control certain aspects of the treatment of your personal information as set forth in Humming Puppy’s Privacy Policy. A complete statement of the current privacy policy can be found in Humming Puppy’s Privacy Policy. The Privacy Policy is expressly incorporated into this Agreement by this reference.

13. Modification/Suspension/Discontinuation of Content

We regularly make changes to the Service. The availability of the Content, as well as platforms and compatible devices through which devices are available, will change from time to time. Humming Puppy reserves the right to replace or remove any Content and the platforms available to you through the Service, including specific titles of Content, and to otherwise make changes in how we operate the Service. Additionally, you agree that for various reasons, certain Content may be available through one platform may not be available on another. We hope not to, but we may change, suspend or discontinue – temporarily or permanently – some or all of the Service (including the Content and compatible devices through with the Service is accessed, with respect to any or all users, at any time without notice. In our continued assessment of the Service, we may from time to time, with respect to any or all of our users, experiment with or otherwise offer certain features or other elements of the Service, including promotional features, user interfaces, plans, pricing, and advertisements. You acknowledge that Humming Puppy may do so in Humming Puppy’s sole discretion at any time without notice.

14. Additional Terms

We may also require you to follow additional rules, guidelines or other conditions in order to participate in certain promotions or activities available through the Service, to obtain certain premium Content through the Service, or for other reasons. These additional terms are part of this Agreement, and you agree to comply with them when you participate in those promotions, or otherwise engage in activities governed by such additional terms.

15. Code of Practise

We adhere to the VIC and NSW codes of practise if required a copy of the summary will be provided.

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WEBSITE TERMS AND CONDITIONS

These terms and conditions apply to your use of the website at https://hummingpuppy.uscreen.io (Website) provided by Humming Puppy Pty Ltd (ACN 168 223 489) (we, us or our), and to the entire contents of the Website. Please read them carefully before using the Website.

By accessing any part of the Website, you will be deemed to have accepted these terms and conditions in full, and they will constitute a legally binding contract between us and you. Accordingly, if you do not agree with any part or all of these terms and conditions, do not use the Website.

1. Changes to these terms and conditions

We may change these terms and conditions at any time by posting the changes on the Website. You are responsible for informing yourself of any changes by regularly viewing this section of the Website. If you access or use the Website after any changes are posted, you are taken to have agreed to those changes.

2. Licence to use Website

We grant you a non-exclusive licence to use the Website, subject to these terms and conditions. We may terminate this licence at any time and without notice to you.

3. Intellectual property

All content included in or on the Website (including, but not limited to, text, design, graphics and code and any arrangement of those things) is owned by or licensed to us and is protected by copyright, trademark, and other laws in Australia and various other countries. The trade marks displayed on the Website are owned by or licensed to us, or are otherwise properly used by us, and many of those trade marks are registered in Australia and a number of other countries around the world. We do not grant you any express or implied right to use, reproduce, modify, create derivative works from, upload, transmit or distribute that content, any of those trade marks or any other intellectual property.

You may only view, print and download extracts from the Website for your own personal use and not for commercial use. You do not have permission to copy, reproduce, republish, store in or on any public or private electronic retrieval system, up-load, post, communicate, transmit or distribute in any way any of the contents of the Website for public or commercial purposes without our prior written consent.

4. Availability

While we normally try to make the Website available 24 hours a day, we are not liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice to you in the case of a system failure, required maintenance or repair or for reasons beyond our control.

5. Your material and conduct

(a) Other than your personal information, which is covered by our privacy policy (available for viewing on the Website), any material you transmit or post to the Website will be taken to be non-confidential and non-proprietary. We have no obligations with respect to such material. We and our associated entities and business partners will be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied in it for any commercial or non-commercial purposes.

(b) You are prohibited from posting or transmitting to or from the Website any material:

(i) that is threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance to, or inconvenience for, us or any other person; or

(ii) for which you have not obtained all necessary licences and/or approvals; or

(iii) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability or otherwise be contrary to the law of, or infringe the rights of any third party in, any country in the world; or

(iv) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

(c) It is our policy to co-operate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of this clause 5 or any law.

(d) You may not misuse the Website (including, without limitation, by hacking).

6. Cookies

(a) A "cookie" is a small text file placed on your computer by a web server when you access a web site. The cookie identifies the computer being used, but not individual user. Like many other websites, the Website uses cookies to make a record of your visit to the Website, and will record the following information:

(i) your server address;

(ii) your top level domain name;

(iii) the date and time of access to the Website;

(iv) the pages accessed and documents downloaded;

(v) the previous web site visited; and

(vi) the type of browser software in use.

(b) We use this information for various purposes including statistical purposes, but in each case, the information collected cannot be used to identify you personally.

(c) You may be able to disable cookies on your web browser, but doing so may limit your ability to use the Website fully.

7. Disclaimer

The contents of the Website are intended to provide general information only and are not to be relied on by you, or for any particular purpose.

While we try to ensure that the information we post on the Website is correct, we do not warrant the accuracy, currency, completeness or usefulness of that information.

8. Exclusion and limitation of our liability

(a)You expressly agree that use of this Website is at your sole risk.

(b)We exclude all warranties and guarantees in connection with the Website and your use of it. For the avoidance of doubt, this exclusion includes an exclusion of:

(i) all conditions and warranties implied by custom, the general law or statute, and for loss or damage suffered by you in connection with:

• the use, inability to use or the results of use of the Website or of any websites linked to the Website or the material on such websites; or
• viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing or using the Website or any websites linked to the Website, or your downloading of any material from the Website or any websites linked to the Website; and

(ii) any loss, cost, expense, damages or liability, including but not limited to loss of data, loss of profits or any other direct, indirect, special or consequential loss or damage, whether arising from negligence, breach of contract or otherwise and whether foreseeable or not, suffered or incurred by you or any other person in connection with any of the matters or circumstances described in clause 8(b)(i), except for any warranties or guarantees, or any such loss, cost, expense, damages or liability, which may not be excluded by force of the Competition and Consumer Act 2010 (Cth) or similar legislative provision.

(c) Our liability under any guarantee, condition or warranty implied or stipulated by the Competition and Consumer Act 2010 (Cth) or similar legislative provision which may not be excluded but which may be limited in any of the following ways, is limited at our option to:

(i) in the case of goods supplied by us:

• the replacement of goods or the supply of equivalent goods;
• the repair of goods; or
• the refund of the price paid by you for goods; or

(ii) in the case of services supplied by us (including the provision or as part of the Website):

• the supply by us of the services again; or
• the refund of the price paid by you for the services.

9. Release and indemnity

You hereby:

(a) release and forever discharge us and our officers, employees, agents and contractors from any and all claims, actions, disputes, demands, proceedings, accounts, interest, costs (whether or not the subject of a court order), expenses and liabilities of whatever nature and however arising which you may now have or at any time thereafter might have or, but for these terms and conditions, might have had against us or our officers, employees, agents or contractors arising out of or in any way connected with or incidental to the use or misuse of the Website (including in relation to any communication which you upload to the Website);

(b) covenant in favour of us and our officers, employees, agents and contractors not to bring or pursue, procure that a third party bring or pursue, provide financial support for or otherwise support any claim, action, dispute, demand or proceeding in any court or tribunal in respect of any matter which is the subject of a release under clause 9(a); and

(c) irrevocably indemnify us and our officers, employees, agents and contractors against any claim, liability, loss or expense arising out of or in any way connected with or incidental to:

(i) the use or misuse of the Website by you or your officers, employees, agents or contractors, or authorised, enabled or facilitated by you or your officers, employees, agents or contractors; and

(ii) any breach of any of these terms and conditions by you.

10. Website links

Links to third party websites on the Website are provided solely for your convenience. If you use these links, you leave the Website. We have not reviewed all of these third party websites and do not control, and are not responsible for, these websites or their content or availability. We therefore do not endorse or make any representations about them or any material found there or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk.

You may not create links to the Website without our prior written consent.

11. Conflicts with other parts of Website

If there is any inconsistency or conflict between any of these terms and conditions and anything stated in any other part of the Website, unless expressly stated otherwise, these terms and conditions prevail to the extent of the inconsistency or conflict.

12. Unenforceable terms

If any provision of these terms and conditions is held by a court to be invalid or unenforceable, the invalidity or unenforceability will not affect the balance of these terms and conditions.

13. Governing law and jurisdiction

These terms and conditions are governed by the law in force in Victoria, Australia. We and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Victoria, and any court that may hear appeals from any of those courts. You irrevocably waive any right you might have to claim that those courts are an inconvenient forum and any objection to the venue of any proceedings on the ground that they have been brought in an inconvenient forum.