TERMS OF USE
Last Update: 11/09/2020
Please read these terms of use (along with our privacy policy and cookie policy, (hereinafter "terms")) fully and carefully before using paigesprana.com (the "site") as it contains very important information about your legal rights and obligations, including limitations of your rights and exclusions that may apply to you. These terms set forth legally binding terms and conditions for use of the site.
ACCEPTANCE OF TERMS
By browsing and using the Site, you agree to these Terms and all other operating rules, policies, and procedures that may be published from time to time on the Site, each of which is incorporated by reference.
IF YOU LIVE IN THE UNITED STATES, BY USING THIS SITE YOU ARE AGREEING TO WAIVE YOUR RIGHT TO SUE IN COURT AND INSTEAD AGREE TO HAVE ALL DISPUTES DECIDED BY AN ARBITRATOR IN PINELLAS COUNTY, FLORIDA. BY AGREEING TO ARBITRATION, YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL TO SETTLE DISPUTES RELATING TO YOUR USE OF THE SITE AND PURCHASE OF OUR PRODUCTS, AS STATED FULLY IN THE "DISPUTE RESOLUTION" SECTION BELOW.
By signing up with Company, and in consideration of the foregoing, of the mutual covenants contained in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
EXPECTATIONS AND RESPONSIBILITIES.
The Company’s role is to:
Provide yoga classes, journaling prompts, meditations, and a Facebook community.
COMMUNICATION
Being accessible and attentive to clients is a priority. If Client needs to reach Company between Coaching Sessions, please contact Company at any time via email at paige@paigesprana.com. Company will do its best to respond to Client within twenty-four (24) hours Monday through Friday. On weekends and holidays, Company will reply on the next business day.
SOCIAL MEDIA
Client will be granted access to Facebook or other social media groups for additional education and materials. The intent of such groups is to facilitate the coaching process and relationship between members, improve accountability, encourage members, celebrate achievements, create a community for clients, and facilitate coaching opportunities. If Company deems a Client’s behavior or content inappropriate, harmful, or offensive in any way, Client or the content may be removed from the group without any notice.
INVESTMENT
Client is investing $12 per month into Company’s Group Program. Client is financially willing and able to invest in this Program by choice, and by so doing, Client is not in any way incurring an economic hardship. Client understands that there is no refund policy in this Program.
MISSED PAYMENT
If payment is not received by the date due or there is a problem with the payment transaction or method, Client will be notified by e-mail and have a three (3) day grace period to make the payment following the due date. During this time, the Program will be put on hold and commissions will be withheld, including during the grace period. If no payment is made within the grace period, the Program will automatically terminate, and Client will forfeit any remaining Coaching Sessions and Program access. Payments must be received at least twenty-four hours prior to the first scheduled Coaching Session, otherwise, the Coaching Session is canceled and cannot be made up until payment resumes
TERMINATION
Company believes the Client will be happy with Company’s Program. If, for some reason, the Client is not satisfied, Client may stop the Program at any time with thirty (30) days of written notice. The Company can terminate the agreement at any time if Client breaches the contract or violates Company’s policies. No refunds will be provided.
CONFIDENTIALITY
All information exchanged between the Parties will be kept strictly confidential. Company will not disclose confidential information shared during the Program to anyone else without reason to know such information, unless required by law, ethics, or upon written authorization by Client.
INTELLECTUAL PROPERTY RIGHTS
All content provided by Company to Client (collectively, “Content“), including but not limited to, graphics, logos, icons, images, audio and video clips, digital downloads, data compilations, and software, is Company’s property or the property of our licensors or licensees, and the compilation of the Content is our exclusive property, protected by United States and international copyright laws, treaties and conventions.
Any trademarks, service marks, graphics, logos, page headers, icons, scripts and trade names (each, a “Mark”) maintained by Company are proprietary to us or our licensors or licensees. Our Marks may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among users or that disparages or discredits us or anyone else. All other Marks not owned by us that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
Company grants Client a limited license to access and make personal use of the Content. No Content or any other Internet site owned, operated, licensed, or controlled by Company may be copied, reproduced, republished, downloaded (other than page caching), uploaded, posted, transmitted or distributed in any way, or sold, resold, visited, or otherwise exploited for any commercial purpose, except that Client may download one (1) copy of the Content that Company makes available to Client for such purposes on a single computer for Client’s personal, noncommercial, home use only, provided that Client: (a) keep intact all copyright, trademark and other proprietary rights notices; (b) do not modify any of the Content; (c) do not use any Content in a manner that suggests an association with any of our products, services or brands; and (d) do not download Content so as to avoid future downloads. Client use of Content on any other website or computer environment is strictly prohibited.
The license granted to Client does not include, and specifically excludes, any rights to: resell or make any commercial use of any Content; collect and use any product listings, descriptions, or prices; make any derivative use of the Content; download or copy account information for the benefit of anyone else; or use any form of data mining, robots, or similar data gathering and extraction tools. Client may not frame, or utilize framing techniques to enclose, any Mark, Content or other proprietary information, or use any meta tags or any other “hidden text” utilizing any such intellectual property, without our and each applicable owner’s express written consent. Any unauthorized use automatically terminates the license granted to Client hereunder. Client is granted a limited, revocable, and non-exclusive right to create a hyperlink only to our home page provided that the link does not portray us or our licensors or licensees, or their respective products or services, in a false, misleading, derogatory, or otherwise offensive matter. Client may not use any of our or any such party’s intellectual property as part of the link without our and each such party’s express written consent.
PERSONAL RESPONSIBILITY AND ASSUMPTION OF RISK
Client acknowledges that it takes full responsibility for Client’s well-being and all decisions made before, during and after Client’s Program. Company has used care in preparing the information provided to Client, but all of the information, Programs, and services are made available to Client as marketing and business tools for Client’s own personal use and for informational and educational purposes only. Client accepts full responsibility for Client choices, actions, results, and expressly assumes the risks of the Program for Client use, or non-use, of the information provided to Client. Client also understands that they are expressly assuming all of the risks of the Program, whether or not such risks were created or exacerbated by the Program.
DISCLAIMER OF WARRANTIES; WAIVER
The content from Company is provided “as is” and without warranty of any kind, expressed or implied. To the fullest extent permitted by applicable law, Company disclaims any and all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement. Company does not warrant that the functions contained in any content (including, without limitation, user-generated content) will be uninterrupted or error-free, that defects will be corrected, or that the website or the servers that make such content available are free of viruses or other harmful components. Client assumes the entire cost of all necessary servicing, repair or correction of any of Client equipment or software. Company makes no representations or warranties regarding use, or the results of use, of any content, product or service contained on or offered, made available through, or otherwise related in any way to Client including, without limitation, any third party site or service linked to from Client and specifically, no representation or warranty of correctness, accuracy, completeness, reliability or safety).
Company is not an employee, agent, lawyer, doctor, manager, therapist, public relations or business manager, registered dietician, financial analyst, psychotherapist or accountant. Client understands that Company has not promised, will not be obligated to and will not
(1) Procure or attempt to procure employment or business or sales for Client;
(2) Perform any business management functions including but not limited to, accounting, tax or investment consulting, or advice with regard thereto;
(3) Act as a therapist providing psychoanalysis, psychological counseling or behavioral therapy;
(4) Act as a public relations manager;
(5) Act as a publicist to procure any publicity, interviews, write-ups, features, television, print or digital media exposure for Client; or
(6) Introduce Client to Company’s full network of contacts, media partners or business partners. Client understands that a relationship does not exist between the parties after the conclusion of this Program. If the Parties continue their relationship, a separate agreement will be entered into.
RESULTS DISCLAIMER
Every effort has been made to accurately represent this Program and its potential. There is no guarantee that Client will see any bodily changes using the techniques and ideas in these materials. Examples in these materials are not to be interpreted as a promise or guarantee of results. The potential is entirely dependent on the person using the program, ideas and techniques. Any claims made of actual weight los or examples of actual results can be verified upon request. Client’s level of success in attaining the results claimed in our materials depends on the time Client devotes to the program, ideas and techniques mentioned, Client health, knowledge and various skills. Since these factors differ according to individuals, we cannot guarantee Client success or fitness level, nor is Company responsible for any of Client’s actions.
LIMITATION OF LIABILITY
Under no circumstances will Company be liable to Client or anyone else for any direct, indirect, incidental, special or consequential damages (including lost profits), personal injury (including death) or property damage of any kind or nature whatsoever that arise out of or result from: (1) participation in this Program or any content or functions thereof; or (2) any act or omission, online or offline, of any participant in this Program or anyone else, even if Company has been advised of the possibility of such damages. In no event will our total liability to Client for all loss, cost, damage, liability or expense (including attorneys’ fees and costs) that Client may suffer or incur, under any theory of liability, in contract, tort (including, but not limited to, negligence) or otherwise, exceed the lesser of the amount paid by Client, if any, for the right to access or participate in any activity related to this Program.
FORCE MAJEURE
Under no circumstances will Company be liable for any delay or failure in performance resulting, directly or indirectly, from any event of force majeure or other cause beyond Company’s control including, without limitation, acts of god, war, pandemics, equipment and technical failures, electrical power failures or fluctuations, strikes, labor disputes, riots, civil disturbances, shortages of labor or materials, natural disasters, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties.
INDEMNIFICATION
Client, on behalf of Client’s heirs, next of kin, family members, estate, beneficiaries, executors, administrators and representatives (now, collectively, “Client”), agree to indemnify, defend and hold Company, and our licensors, licensees, successors, distributors, agents, representatives and other authorized users, and each of their respective officers, directors, owners, managers, members, employees, agents, representatives and assigns (collectively, the “Indemnified Parties“), harmless from and against any and all loss, cost, damage, liability and expense (including, without limitation, settlement costs and legal or other fees and expenses) suffered or incurred by any of the Indemnified Parties arising out of, in connection with or related to any breach or alleged breach by Client of this Agreement. Client will use Client best efforts to cooperate with Company in the defense of any claim. Company reserves the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of the settlement and disposition of any claim that is subject to indemnification by Client.
TERMINATION
The client may terminate this Agreement at any time with seventy-two hours written notice via email. If the Client terminates the Agreement, the client remains financially responsible for the full cost of the Program and must immediately make any payments that are due. No refunds will be provided. All the terms of this Agreement will still apply even after termination.
NOTICE
All correspondence or notice required regarding the Program will be made to Company and to Client at the e-mail address provided during enrollment in the Program. Should the Client’s e-mail address or contact information change at any time throughout the course of the Program, it is the Client’s responsibility to update the contact information within seventy-two hours.
MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by any Party in connection with this Agreement will be binding only if evidenced in a writing signed by each Party.
ASSIGNMENT
Neither this Agreement nor any other rights or obligations under this Agreement will be assigned or otherwise transferred.
NO WAIVER
The failure to enforce any provision of this Agreement will not be construed as a waiver or limitation of the right to later enforce and compel strict compliance with every part of this Agreement.
EFFECT OF PARTIAL INVALIDITY
The invalidity of any portion of this Agreement will not and will not be deemed to affect the validity of any other provision. In the event any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions will be deemed to be in full force and effect as if they had been executed by both Parties subsequent to the expungement of the invalid provision.
DISPUTE RESOLUTION
Client and Company will do their best to work out any differences through a phone conversation or via email. However, should a dispute ever arise, Parties agree to submit to binding arbitration before a single arbitrator, selected jointly. Prior to seeking arbitration, Client must submit its complaint to Company with full details about the dissatisfaction with the Program via e-mail to paige@paigesprana.com. Client understands that the only remedy that can be awarded to Client through arbitration is a full refund of Client Payment made to date. No award of consequential or of any other type of damages may be granted. Any judgment on an arbitrator’s award, if made, is binding and may be entered into any court having the appropriate jurisdiction. By signing this Agreement, Client agrees to a modification of the statute of limitations such that any arbitration must be commenced within one (1) year of the date of the act, omission, or other conduct complained of as submitted in an e-mail or will otherwise be forfeited forever. Arbitration will be held in Pinellas County, Florida, and the prevailing party will be entitled to all reasonable attorney’s fees and costs necessary to enforce the Agreement.
NON-DISPARAGEMENT
In the event of a dispute between Client and Company, Client agrees not to engage in any conduct or communications, public or private, designed to disparage Company. Where requested by law or arbitration, of course, Client is not prohibited from sharing their thoughts and opinions as a part of the legal process. By signing this Agreement, both Client and Company are acknowledging that each has read, understands, and agrees to and accepts all of the terms of this Agreement. Client Program will not begin until this signed document has been received, and payment has been made.
NONDISCLOSURE OBLIGATIONS
Client agree to hold the Confidential Information provided by Company in confidence. Without limiting the generality of the foregoing, the Client, further promises and agrees:
To take commercially reasonable measures to protect and safeguard the Confidential Information that it receives against unauthorized use, dissemination, publication or disclosure;
Not to use any of the Confidential Information except in connection with the execution of the Company Services; and
Not to, directly or indirectly, in any way, reveal, report, publish, disclose, or transfer any of the Confidential Information except to its affiliates, principals, employees, representatives, accountants, agents, co-investors, advisors, legal counsel, lenders, investors, officers and directors, or as otherwise specifically authorized by Company (collectively, “Representatives”).
NON-SOLICITATION OF EMPLOYEES
The Client will not specifically solicit for hire or poach Company’s employees, agents, consultants advisors, independent contractors, partners, directors or anyone otherwise having an interest in employment or a business relationship; provided that nothing herein will restrict or preclude the Client from doing, or hiring on the basis of, any of the following:
Making generalized searches for employees by use of advertisements in the media (including trade media) or an independent employment agency (so long as it is not directed to solicit such persons);
Continuing ordinary course hiring practices that are not targeted specifically at anyone working at Company; or
(3) responding to any personnel working at Company who contacts the Client regarding his or her own employment on his or her own initiative without any direct solicitation by the Consultant other than any search or ordinary course practice referred to in clause (1) or (2) above.
GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of Florida and the courts of Pinellas County will be the sole forum for resolving disputes hereunder.
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and any prior understanding or representation of any kind will not be binding upon any Party, except to the extent incorporated in this Agreement.
DEFINITIONS
Paige's Prana its affiliated entities and is referred to herein as "Paige's Prana," "we," or "our."
"Content" means logos, design, text, graphics, images, software, audio, video, works of authorship of any kind, and information and other materials that are posted, generated, provided, or otherwise available through or on the Site. We and our licensors exclusively own all right, title, and interest in and to the Content, including all associated intellectual property rights. You acknowledge that Content is protected by copyright, trademark, and other laws of the United States and foreign countries and that you will not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying Content on the Site.
"Site" means the website paigesprana.com, including all of its domains and subparts.
"Terms" refers to the terms and conditions of these Terms of Use, along with our Privacy Policy and Cookie Policy.
"User" means any visitor to the Site, regardless of whether the visitor registers for the Site or purchases any products from the Site and is referred to herein as "User" or "you."
"User Content" refers to any photographs, comments, video clips, or other Content that Users, including you, may upload to the Site. Content includes, without limitation, User Content. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights a User may have to use and exploit their own User Content.
ELIGIBILITY TO USE THE SITE
You may use the Site only if you are eighteen (18) years or older and capable of forming a binding contract with us and are not barred from using the Site under any applicable law. As long as you comply with these Terms, you may view and use our Site for your personal, non-commercial purposes. No other use of the Site is authorized.
Notice required by California Law
Pursuant to California Civil Code Section 1879.3, California residents are entitled to the following specific consumer rights notice:
The name, address, and telephone number of the provider of this service is Paige’s Prana, paige@paigesprana.com. Complaints regarding products, or requests to receive further information regarding use of this Site may be sent to the above address or to paige@paigesprana.com.
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210.
Important information for New Jersey residents
If you live in New Jersey, please carefully read these Terms and understand that by using the Site, placing an order on the Site or creating an account, in addition to the other terms and conditions herein, you agree:
Any dispute between you and Paige's Prana will be governed by the laws of the State of Florida and subject to the dispute resolution provisions set forth in the "Disputes Resolution" section below;
Under the laws of the State of New Jersey, limitations on implied warranties or the exclusive limitation of certain damages as set forth below in the "DMCA/Copyright Policy," "Disclaimers of Warranties," "Limitations on Liability," and "Anti-Diversion" sections may not apply to you; and
As set forth in the "Indemnification" section below, you are responsible for any harm you cause Paige's Prana, whether it is because of your (i) User Content; (ii) violation of any applicable law that protects Paige's Prana or our legal rights or those of any third party that your actions have damaged; (iii) material uncured breaches of these Terms; (iv) infringement by you of any intellectual property rights that belong to Paige's Prana or any third party; (v) any and all activities that occur under your account, username, and password.
INTERNATIONAL USERS
Our Site is controlled, operated, and administered from our offices in Florida, United States of America. We make no representation that Content on the Site is appropriate or available for use at other locations outside the United States, and access to Content is prohibited from territories where the Content or products available through the Site are illegal. You may not use the Site or export its Content or products in violation of United States export laws and regulations. If you access the Site from a location outside of the United States, you are responsible for compliance with all local laws if, and to the extent, local laws are applicable.
GOVERNING LAW
These Terms and any action or proceeding relating thereto will be governed by the laws of the State of Florida. If any provision or part-provision of these Terms is declared invalid, unlawful, void, or for any reason unenforceable, it will be deemed severable and will not affect the validity and enforceability of the remaining provisions of these Terms, which will be enforced to the maximum extent permissible.
CHANGES TO TERMS OF USE
We reserve the right to make changes to these Terms at any time, and such changes will be effective immediately upon being posted on the Site. Each time you use the Site, you should review the current Terms. You can determine when these Terms were last revised by referring to the "LAST UPDATED" legend at the top of these Terms of Use. Your continued use of the Site will constitute your acceptance of the current Terms; however, any material change to these Terms after your last usage of the Site will not be applied retroactively. Except for such material changes, the Terms that were in effect at the time any claim or dispute arose between you and Paige's Prana will be applied.
YOUR ACCOUNT
You may be required to register with Paige's Prana in order to access certain services or areas of the Site. With respect to any such registration, we may refuse to grant you the username you request. Your username and password are for your personal use only. If you use the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. In addition to all other rights available to Paige's Prana, including those set forth in these Terms, we reserve the right, in our sole discretion to terminate your account or your use of the Site, block or prevent future access to and use of the Site, refuse service to you, or cancel your product orders (i) if you violate any of these Terms; (ii) for any other reason; or (iii) for no reason. Upon any such termination, your right to use the Site will immediately cease.
PRIVACY POLICY AND COOKIE POLICY
Users of the Site should refer to our Privacy Policy for information about how we use and collect information, which may be accessed by clicking on the following link: paigesprana.com/privacy (as may be updated from time to time). You agree that we may collect, use, retain, and disclose your personally identifiable information to the extent permissible by law and as described in the Privacy Policy and Cookie Policy and that those policies will govern our collection and use of your personally identifiable information to the extent permissible by law.
RULES OF CONDUCT AND GENERAL PROHIBITIONS
You must only use this Site for lawful purposes, and you must not use it in any way that infringes the rights of anyone else or that restricts or inhibits anyone else’s enjoyment of the Site. You may not, without our written consent (i) copy, reproduce, use, or otherwise deal with any Content on the Site; (ii) modify, distribute, or re-post any Content on the Site for any purpose; or (iii) use the Content of the Site for any commercial exploitation whatsoever.
In using the Site, you further agree not to do any of the following:
post, publish, submit, or otherwise transmit any Content that (i) infringes, misappropriates, or violates a third party’s patent, copyright, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy; (ii) is knowingly false, fraudulent, misleading, or deceptive; (iii) is defamatory, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person's privacy, or otherwise volatile of any law; or (iv) promotes illegal or harmful activities or substances; disrupt or interfere with the security of, or otherwise abuse, the Site or any service, systems resource, account, server, or network connected to or accessible through the Site, or affiliated or linked websites; disrupt or interfere with any other User’s enjoyment of the Site, or affiliated or linked websites; post, publish, submit or otherwise transmit through or on the Site any viruses or other harmful, disruptive, or destructive files; use, frame, or utilize framing techniques to enclose our trademark, logo, or other proprietary information (including, but not limited to, images found on the Site, Content, any text, or the layout/design of any page or form contained on a page) without our express written consent; use meta tags or other “hidden text” utilizing our name, trademark, or product name without our express written consent; deep link to the Site without our express written consent; create or use a false identity on the Site, share your account information, or allow any person besides yourself to use your account to access the Site; collect or store personal data about others; attempt to obtain unauthorized access to the Site or portions of it that are restricted from general access; and encourage or enable another User or individual to do any of the foregoing prohibited activities.
By accessing or using this Site you agree to comply with all applicable local, national, and international laws and regulations relating to your use of or activities on the Site. To the extent permissible by law, we will not be responsible or liable to any third party for the User Content or accuracy of any Content posted by you or any other User on the Site. We have the right to remove any User Content or posting you make on the Site if, in our sole discretion, such Content or posting does not comply with the standards set out in these Terms.
If you do not agree to these Terms, you do not have our consent to obtain information from or otherwise use the Site. Failure to use the Site in accordance with these Terms may subject you to civil or criminal penalties.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SITE, AND/OR DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS WHETHER OR NOT YOU HAVE CREATED AN ACCOUNT ON THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE. If you accept or agree to 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 legal entity to these Terms and, in such event, "you" or "your" will refer and apply to that company or other legal entity.
RIGHT TO USER CONTENT POSTED BY YOU
By making any User Content available to or through the Site, you hereby grant Paige's Prana a non-exclusive, transferable, sub-licensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform, and distribute your User Content in connection with operating and providing products and services to you and/or other Users, and also in connection with advertising of our products and services.
In the event you upload any User Content to the Site, we have the right to use any and all such elements of the Content in connection with and/or as part of our business, including, but not limited to, in connection with or in any advertising in any and all media, product packaging, printed publications, presentations, promotional materials, events, and associated marketing materials, television and cinema commercials, videos, or on the Site in perpetuity throughout the world as we, in our sole discretion, see fit without further consent by, or payment to, you. By uploading User Content to the Site, you agree to grant Paige's Prana the right to use your copyright in such User Content. We also have all right, title, and interest in any and all results and proceeds from our use of the User Content to the extent permissible by law. We have the right to transfer our rights to use the User Content to any third party, including, but not limited to, any of our subsidiaries or affiliated companies.
We may alter, adopt, or edit the User Content and any further material created under these Terms, and market and exploit it entirely in our sole discretion. We are not obligated to make use of any of your User Content or exercise any of the rights granted by these Terms.
You are responsible for all your User Content. You represent and warrant that you own all of your User Content or you have all rights that are necessary to grant Paige's Prana the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Site, nor any use of your User Content by Paige's Prana on or through the Site, will infringe, misappropriate, or violate a third party’s intellectual property rights, rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. However, in certain circumstances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Site. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
INDEMNIFICATION
You will defend, indemnify, and hold harmless Paige's Prana, our affiliates, and each of our and their respective officers, directors, employees, contractors, suppliers, representatives, and agents from any and all claims, demands, liabilities, damages, losses, costs, and expenses, including, but not limited to, reasonable attorneys’ fees, that arise from or relate to (i) your access or use of the Site or Content; (ii) your User Content; (iii) violation of any applicable law that protects Paige's Prana or our legal rights or those of any third party that your actions have damaged; (iv) your violation of these Terms or any applicable law, including, but not limited to, infringement by you of any intellectual property rights owned by Paige's Prana or any third party; (v) any and all activities that occur under or in connection with your account, username, and/or password. 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 assist and cooperate with Paige's Prana in asserting any available defenses. YOU AGREE TO BE RESPONSIBLE FOR ALL SUCH DAMAGES, CLAIMS, OR LOSSES TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF THEY ARE CAUSED BY OUR ACTIVE OR PASSIVE NEGLIGENCE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES, AND EVEN IF THEY ARE REASONABLY FORESEEABLE.
COPYRIGHTS AND TRADEMARKS
The Site, including all of the Content, is protected by copyright, trademark, and other laws of the United States and foreign countries. Unless expressly stated otherwise, we retain other proprietary rights in all Content and products available through the Site. Except as stated herein, none of the Content may be copied, modified, reproduced, distributed, republished, downloaded, performed, displayed, posted, transmitted, sold, and or made into derivative works in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise without our prior written consent and permission of the respective copyright owner. You may not, without our express written permission or that of the respective copyright owner (i) copy, upload, publish, post, submit, or transmit any materials on any computer network or broadcast or publications media; (ii) modify the materials; or (iii) remove or alter any copyright or other proprietary notices contained in the materials. You also may not (i) sell, resell, or make commercial use of the Site, its Content, services, or products obtained through the Site; (ii) collect or use any product listings or descriptions; (iii) make derivative uses of the Site or its Content; or (iv) use any data mining, robots, or similar data gathering and extracting methods. You are not conveyed any right or license by implication, estoppel, or otherwise in or under any of our patent, trademark, copyright, or other proprietary rights of any third party.
DMCA/COPYRIGHT POLICY
It is our policy to respect the copyright and intellectual property rights of others. We may remove content that appears to infringe the copyright or other intellectual property rights, including moral rights, of others. In addition, we may terminate access by Users who appear to infringe the intellectual property or other rights of others.
We comply with the Digital Millennium Copyright Act ("DMCA"). If you believe we or any User of the Site has infringed your copyright in any material way, please notify Paige's Prana and provide the following:
an identification of the intellectual property right claimed to have been infringed;
an identification of the material you claim is infringing so that we may locate it on the Site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the owner or its licensee, or the agent of either of the foregoing, or the law;
a statement by you that the above information in your notice is accurate and made under penalty of perjury; and
that you are authorized to act on behalf of the owner of the intellectual property interest involved.
Please direct inquiries regarding intellectual property infringement issues by writing to the attention of the paige@paigesprana.com.
LINKS TO THIRD-PARTY WEBSITES
The Site may contain links to third party websites or services and advertisements for third parties (collectively, the "Third Party Sites & Ads"). Such Third-Party Sites & Ads are not under our control and we are not responsible for any Thirty-Party Sites & Ads. We provide these Third-Party Sites & Ads only as a convenience and are not responsible for the content, products, or services on or available from those Third-Party Sites & Ads. You acknowledge sole responsibility for and assume all risk arising from your use of Third-Party Sites & Ads.
The inclusion of a hyperlink to Third-Party Sites & Ads does not imply affiliation, endorsement, or adoption by Paige's Prana of the Third-Party Sites & Ads or any information contained therein.
PRODUCT DESCRIPTIONS
We have taken reasonable precautions to ensure that all product descriptions, prices, and other Content on the Site are correct and fairly described. By placing an order on this Site, you are making an offer to Paige's Prana. Our acknowledgment of an order means that your order request has been received; it does not mean that your order has been accepted or shipped or that the price or availability of an item has been confirmed. We reserve the right to not accept the offer if there has been a material error in the description of the product, or if the price advertised is incorrect. All prices are displayed in United States Dollars unless expressly indicated otherwise.
ONLINE PURCHASES
If you wish to purchase any product or service made available through the Site (each such purchase, a "Transaction"), you may be asked to supply certain information relevant to your Transaction including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you grant Paige's Prana the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
All purchases of physical items from Paige's Prana are made pursuant to a shipment contract. This means that the risk of loss and title of such items pass to you upon our delivery to the carrier.
All descriptions, images, references, features, Content, specifications, products, and prices of products and services described or depicted on the Site are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services on the Site does not imply or warrant that these products or services will be available.
It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws in regard to the receipt, possession, use, and sale of any item purchased from this Site. By placing an order, you represent that the products ordered will be used only in a lawful manner. We reserve the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity of or discontinue any product or service; (ii) bar any User from making or completing any or all Transaction(s); and (iii) refuse to provide any User with any product or service. You agree to pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Transactions.
ORDER AND PAYMENT INFORMATION
If you use the site or other means to purchase a product or service, payment must be received by Paige's Prana prior to our acceptance of an order, unless otherwise agreed to by us in advance. All of our products are subject to sales tax, which will be applied to your order total. We may need to verify information you provide before we accept an order and may cancel or limit an order any time after it has been placed. If payment has already been made and your order is cancelled or limited, we will refund you any payment made for the product that will not be shipped due to cancellation or limitation of an order in the same tender as the original purchase. We expressly condition acceptance of your order on your agreement to these Terms.
We will add applicable shipping and handling fees to your charges, as stated in your order. We reserve the right to reject orders where the stated delivery address is outside the United States.
ANTI-DIVERSION
We are not responsible for any injury or damage that may result from the purchase of products through distributors or retailers who are not authorized distributors or retailers of our products. We are not responsible for any injury or damage that may result from products purchased past their expiration date or those that have been altered or discontinued.
DISCLAIMER OF WARRANTIES
OUR PRODUCTS, SERVICES, AND CONTENT ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
We make no warranty that the services or products available on the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. You are solely responsible for all of your communications and interactions with other users of the site and with other persons with whom you communicate or interact as a result of your use of the site, including any services provided to you.
IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY WARRANTIES RELATING TO OUR PRODUCTS, SERVICES, OR CONTENT, THESE TERMS AND YOUR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, FROM YOUR PURCHASE OF ANY PRODUCTS VIA THE SITE, OR FROM THE USE OF OR INABILITY TO USE THE SITE, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR PRODUCTS PURCHASED VIA THE SITE IN THE LAST TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM OF LIABILITY. THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND Paige's Prana. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
LIMITATIONS OF LIABILITY
NOTICE TO NEW JERSEY USERS: If you live in New Jersey, this section does not apply to you.
TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT NEITHER Paige's Prana, OUR AFFILIATES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING PRODUCTS, SERVICES, OR CONTENT ON THE SITE WILL BE LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES (INCLUDING, WITHOUT LIMITATION, COMPENSATORY, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES), HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY – EVEN OUR OWN ACTIVE OR PASSIVE NEGLIGENCE – ARISING IN CONNECTION WITH (I) THE SITE; (II) THE USE OR INABILITY TO USE THE SITE; (III) THE USE OF OR RELIANCE ON ANY CONTENT OR INFORMATION DISPLAYED IN OR ON THE SITE; (IV) THE PURCHASE OR USE OF ANY PRODUCTS OR SERVICES THROUGH THE SITE OR OTHERWISE; (V) UNAUTHORIZED ACCESS TO OR ALTERATION OR LOSS OF YOUR TRANSMISSIONS OF DATA OR OTHER INFORMATION THAT IS SENT TO OR RECEIVED BY THE SITE; (VI) ERRORS, SYSTEM DOWN TIME, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS; OR (VII) OTHERWISE UNDER THESE TERMS, WHETHER OR NOT REASONABLY FORESEEABLE, EVEN IF WE OR OUR REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, CLAIMS, OR LOSSES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE OF ACTION OR CLAIM WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU IN THE LAST TWELVE (12) MONTHS TO Paige's Prana FOR ANY PRODUCTS OR SERVICES SUPPLIED BY US THROUGH YOUR USE OF THE SITE OR OTHERWISE.
WE WILL NOT BE LIABLE IN ANY AMOUNT FOR FAILURE TO PERFORM ANY OBLIGATION UNDER THESE TERMS IF SUCH FAILURE IS CAUSED BY THE OCCURRENCE OF ANY UNFORESEEN CONTINGENCY BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET OUTAGES, COMMUNICATIONS OUTAGES, FIRE, FLOOD, OR WAR.
The terms of this section survive any termination of these Terms.
TERMINATION
NOTICE TO NEW JERSEY USERS: If you live in New Jersey, this section does not apply to you.
Notwithstanding any of these Terms, we reserve the right, without notice and in our sole discretion, for any reason or no reason, to terminate your ability to use the Site and to block and prevent future access to and use of the Site. You agree that we will not be liable for any termination of your use of or access to the Site.
NO THIRD-PARTY BENEFICIARIES
We and you are the only parties entitled to enforce these Terms. These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Paige's Prana. Notwithstanding the foregoing, the parties agree that the payment card networks are third party beneficiaries of these Terms for purposes of enforcing provisions relating to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms. You also agree that if we assign, transfer, or sub-contract any of our rights or obligations under these Terms to any third party in writing, such third party may enforce the Terms that are assigned, transferred, or sub-contracted.
DISPUTE RESOLUTION
AGREEMENT TO ARBITRATE AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS
We each agree that any dispute, claim, or controversy arising out of or relating to our products, services, these terms, including our privacy policy and cookie policy, or the breach, termination, enforcement, interpretation, or validity thereof or the use of the services or content available on or through the site (collectively, "disputes") will be settled by confidential binding arbitration, except that each party retains the right to (i) bring an individual action in small claims court; and (ii) seek 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, trademark, trade secrets, patents, or other intellectual property rights (the action described in the foregoing clause (ii) an "IP Protection Action"). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in Houston, Texas and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
You acknowledge and agree that both you and Paige's Prana are waiving the right to a trial by jury or to participate as a plaintiff or class representative or class member in any purported class action or representative proceeding. Further, unless we both otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive termination of these Terms.
The parties agree that (i) these Terms memorialize a transaction in interstate commerce; (ii) the Federal Arbitration Act (9 U.S.C. §§ 1, et seq.) governs the interpretation and enforcement of this section; and (iii) this section will survive termination of these Terms.
ARBITRATION RULES
The arbitration will be administered and governed by the Comprehensive or Expedited Arbitration Procedures of Judicial Arbitration and Mediation Services (JAMS), whichever is appropriate and in effect at the time the arbitration is initiated (the "JAMS Procedures"), which are available at http://www.jamsadr.com or by calling 1-800-352-5267.
The parties expressly agree that JAMS may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration will be limited to the resolution of individual claims only.
DISPUTE NOTICE AND ARBITRATION PROCESS
Prior to initiating an arbitration proceeding, you must first send Paige's Prana a written statement setting forth your name, address, and telephone number, the facts giving rise to the dispute, and the relief requested ("Dispute Statement"). The Dispute Statement to Paige's Prana must be mailed to the attention of paige@paigesprana.com via nationally recognized overnight courier. If we are unable to resolve your claim within thirty (30) days of receipt of the Dispute Statement, then either party that desires to initiate an arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Procedures.
The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all Disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. Notwithstanding this broad delegation of authority to the JAMS arbitrator, a court may determine the limited question of whether a claim or cause of action is an IP Protection Action.
ARBITRATION LOCATION AND PROCEDURE
Unless the parties otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then (i) the arbitration will be conducted solely on the basis of documents the parties submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary; and (ii) if there is a hearing, you may choose whether to participate in person or by telephone. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Procedures. Subject to the JAMS Procedures, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
ARBITRATOR'S DECISION
The arbitrator's decision will include the essential findings and conclusions of law upon which the arbitrator based the award. Judgment on the arbitration may be entered in any court having competent jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Disclaimer of Warranties," and "Limitations of Liability" sections above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory and injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Paige's Prana will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.
TIME LIMIT FOR RESOLVING DISPUTES
The parties agree that any cause of action either may have with respect to the Site or our products, services, and Content must be commenced within one (1) year after the Dispute arises, notwithstanding any statutes of limitations to the contrary. Many states' laws set statutes of limitations that are longer than one (1) year. If you live in a state that has statutes of limitations that are longer than one (1) year, by agreeing to these Terms, you are agreeing to shorten the time you have to bring a claim. This means that if you wait longer than one (1) year to initiate arbitration under this section, you will lose some or all rights you may have to any recovery, including the right to recover damages, in connection with a Dispute.
NOTICE TO NEW JERSEY USERS: If you live in New Jersey, your agreement to this provision shortens the time within which you may bring a Dispute.
The terms of this Dispute Resolution section survive any termination of these Terms.
Right to opt-out or reject future changes to dispute resolution section
You may elect to opt-out (exclude yourself) from the final, binding, individual arbitration procedure or waiver of class and representative proceedings specified in this section by sending a written letter via nationally recognized overnight courier to the attention of paige@paigesprana.com within thirty (30) days of your first visit to and use of the Site that specifies your (i) name; (ii) mailing address; and (iii) request to be excluded from the final, binding, individual arbitration procedure or waiver of class and representative proceedings specified in this section. In the event you opt-out consistent with the procedure set forth above, all other terms and conditions of these Terms will continue to apply. If you do not so opt-out, then the terms of this section will apply.
Notwithstanding the provisions of “Changes to Terms of Use” section above, if Paige's Prana changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted subsequent changes to the Terms), you may reject any such change by sending Paige's Prana written notice to the attention paige@paigesprana.com within thirty (30) days of the date such change became effective, as indicated in the "Last Updated" date above. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Paige's Prana in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
GENERAL TERMS
These Terms constitute the entire and exclusive understanding and agreement between Paige's Prana and you regarding the Site, Content, products, and services that may be provided on the Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between you and Paige's Prana regarding the Content, products, or services provided on the Site. If, for any reason, a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications provided by Paige's Prana under these Terms, including those regarding modifications to these Terms, will be given by posting to the Site.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Paige's Prana. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Nothing in these Terms will be construed as creating a joint venture, partnership, employment, or agency relationship between you and Paige's Prana, and you do not have any authority to create any obligation on our behalf.
CONTACT INFORMATION
Paige’s Prana
Paige Davis
352-208-9816
paige@paigesprana.com