Talking Yoga's Terms of Service
Introduction
Talking Yoga's Terms of Service ("Terms of Service") apply exclusively to your access to, and use of, the web site www.talkingyoga.com ("Site") so please read them carefully. This Site is operated by Talking Yoga, LLC, a New York State Limited Liability Company ("Talking Yoga"). The Terms of Service do not alter in any way the terms or conditions of any other agreement you may have with Talking Yoga for other products or services. The services offered by Talking Yoga may include any of the following: the Site, any Talking Yoga-branded URL (the "Talking Yoga Websites"), the Talking Yoga live and archived audio and video streams and downloads, music and video embedded players, Talking Yoga mobile services, Talking Yoga newsletters, Talking Yoga profiles on any social media website, and any other features, content, or applications offered from time to time by Talking Yoga in connection with Talking Yoga’s business (collectively, the "Talking Yoga Service").
BY ACCESSING, BROWSING, AND USING THIS SITE AND ANY TALKING YOGA SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED BELOW, ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, AND ANY SUBSEQUENT CHANGES TO THE FOREGOING. IF YOU DO NOT AGREE TO THESE SITE TERMS OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE TALKING YOGA SERVICE.
Where applicable under law, these Terms constitute a 'writing signed by you.'
Changes to the Terms of Service
Talking Yoga reserves the right, at our sole discretion, to change, modify, add, or delete portions of the Terms of Service at any time without further notice. If we do this, we will post the changes to these Terms of Service on this page and we may send registered users an email notifying you of the change. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL STOP USING THE TALKING YOGA SERVICE. YOUR CONTINUED USE OF THE TALKING YOGA SERVICE FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE OR RECEIVING OUR EMAIL NOTIFYING YOU OF THE CHANGE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
Eligibility
You must be 13 years or older to use the Talking Yoga Service. By using the Talking Yoga Service, you represent and warrant that you are 13 or older and that you have the capacity to understand, agree to and comply with the Terms of Service.
Copyright Notice and License
All copyrighted and copyrightable materials on this Site and Talking Yoga Service, including, without limitation, any Talking Yoga logo, design, text, graphics, pictures, video, playlists, webcasts and sound files, and any other files, and the selection and arrangement ("Materials") thereof are ALL RIGHTS RESERVED to Talking Yoga and/or its licensors. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Talking Yoga or the respective copyright owner.
You are granted a limited, non-sublicensable right to access this Site, utilize the Talking Yoga Services and reproduce the Materials for your personal, non-commercial, and informational use only (collectively "User License"). The User License permits you to copy and share material from the Service under the following conditions ("Sharing Conditions"): (1) you must identify Talking Yoga as the author, (2) you must link to the Site in any instance where you copy or share material and (3) you shall not alter the material, and (4) you shall not acquire an audio or video stream that is webcasting a live event as it occurs ("Live Stream"). Such User Licensedoes NOT include the right to do any of the following:
(a) resell or make commercial use of the Site, the Talking Yoga Services or its Materials;
(b) systematically collect and use any data or content, including the use of any data mining, robots, or similar data gathering and extraction methods;
(c) make derivative uses of Talking Yoga Services, the Site or its Materials;
(d) use, frame or utilize framing techniques to enclose any Talking Yoga trademark, logo or other proprietary information (including the images found at this Site, the content of any text or the layout/design of any page or form contained on a page);
(e) use any meta tags or any other "hidden text" utilizing a Talking Yoga name, trademark, or product name;
(f) use any photograph or other image published on the Talking Yoga site for any commercial purpose;
(g) acquire or attempt to acquire a Live Stream signal to rebroadcast it from any other source, whether online or offline.
For the purposes of clarity, you are fully authorized to share material on any social media site or blog, even if such social media or blog site is a commercial site, as long as you are in compliance with the Sharing Conditions.
Except for the limited license granted to you, you are not conveyed any other right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Talking Yoga or any third party. Any unauthorized use of this Site will terminate the permission or license granted by these Terms of Service and may violate applicable law including copyright laws, trademark laws (including trade dress), and communications regulations and statutes.
Webcasts
Talking Yoga is the copyright owner of or an authorized licensee for all video and/or audio transmissions from the Site ("Webcasts"), including all compositions and sound recordings contained therein, whether simulcast or archived.
Member Conduct and Appropriate Content
The Talking Yoga Service is made available for your personal, non-commercial use only. You may not use the Talking Yoga Service for any illegal or unauthorized purpose. International users agree to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data from the United States or your country of residence. You are solely responsible for your conduct and any data, text, information, graphics, photos, profiles, audio and video clips, links and other content ('Content') that you submit, post, and display on the Talking Yoga Service.
We may, but shall have no obligation to, remove Content that we determine in our sole discretion is unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable, or infringes or violates any party's intellectual property or other proprietary rights or the Terms of Service. Further, under no circumstances does Talking Yoga have any obligation to check the accuracy or truthfulness of the any Content, nor to monitor any Member's use of the Talking Yoga Service.
Talking Yoga reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Talking Yoga Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Talking Yoga expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Talking Yoga Services if Talking Yoga determines, in its sole discretion, that you have violated this Agreement or pose a threat to Talking Yoga and/or its Users.
Member Disputes. You are solely responsible for your interactions with other Talking Yoga Members. Talking Yoga reserves the right, but has no obligation, to become involved in any way with disputes between you and other Members.
CONDITIONS FOR USE
You agree to abide by all applicable local, state, national and international laws and regulations and are solely responsible for all acts or omissions that occur under your account made by you including the content of your transmissions through the Talking Yoga Service. By way of example, and not as a limitation, you agree NOT to:
1. Defame, abuse, harass, stalk, threaten or otherwise violate the rights (such as rights of privacy and publicity) of others;
2. Publish, distribute and/ or disseminate any harmful, obscene, indecent, unlawful, libelous, profane, defamatory, infringing, inappropriate, hateful, or racially, ethnically or otherwise objectionable material or information;
3. Use other Members' personal data for purposes other than establishing contact that is reasonably expected to be welcomed by such other Members;
4. Submit Content that is unlawful or promote or encourage illegal activity or that would violate the property rights of others;
5. Submit Content of any third party without such third party's prior written consent, or Content that falsely expresses or implies that such Content is sponsored or endorsed by Talking Yoga;
6. Create a false or misleading identity of, including, but not limited to, a Talking Yoga employee, or falsely state or otherwise misrepresent your affiliation with a person or entity, for the purpose of misleading others as to the identity of the sender or the origin of a message or to harvest or otherwise collect information about others;
7. Transmit, email or post any material that contains in any software viruses or such programs as including but not limited to, trojan horses, worms, time bombs, cancel-bots, computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
8. Use the Talking Yoga Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the website;
9. Attempt to gain unauthorized access to the Talking Yoga Service, other accounts, computer systems or networks connected to the Talking Yoga Service, through password mining or any other means;
10. Modify, adapt, translate, or reverse engineer any portion of the Talking Yoga Service, or use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion or the Talking Yoga Service;
11. Reformat or frame any portion of the web pages that are part of the Talking Yoga Service;
12. Disseminate content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary right of any party or infringes any intellectual property law or any other applicable law;
13. Remove any copyright, trademark or other proprietary rights notices contained in or on the Talking Yoga Service;
14. Disseminate any unsolicited or unauthorized advertising, promotional Content, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation;
15. Interfere with another Member's use and enjoyment of the Talking Yoga Service;
16. Harvest or collect email addresses or other contact information of Members, including usernames, from the Site by electronic or other means.
17. Reproduce any image or photograph posted on the Talking Yoga Service with the exception that you may reproduce images or photographs created by you. .
Proprietary Rights
Any music, photos, artwork, writing, or other creative works that you create are referred to in this agreement as ”Content.” Talking Yoga does not claim any ownership rights in any Content that you submit, post, or display on or through the Talking Yoga Services or on the Site. After submitting, posting or displaying Content on or through the Talking Yoga Services or on the Site, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By submitting, posting or displaying any Content on or through the Talking Yoga Service, you hereby grant to Talking Yoga a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Talking Yoga Service. .
Any party seeking to commercially reproduce any Content must obtain Talking Yoga's prior consent, which may be withheld in Talking Yoga's sole discretion.
This license is necessary for Talking Yoga to provide the Talking Yoga Service. For example, without the right to modify your Content, Talking Yoga would not be able to digitally compress audio files that you or other Members submit or otherwise format Content to satisfy technical requirements, and without the right to publicly perform Content, Talking Yoga could not allow users and Members to listen to audio posted by Members. The license you grant to Talking Yoga is non-exclusive (meaning you are free to license your Content to anyone else in addition to Talking Yoga), fully-paid and royalty-free (meaning that Talking Yoga is not required to pay you for the use on the Talking Yoga Service of the Content that you post), sublicensable (so that Talking Yoga is able to use its affiliates and subcontractors such as Internet and WAP content delivery networks to provide the Talking Yoga Service), worldwide (because the Internet and the Talking Yoga Service are global in reach), extends to any music and images that you create, and continues in perpetuity. If you remove your Content from the Talking Yoga Service, Talking Yoga reserves the right to remove all of your Content from other Member's pages. The license does not grant Talking Yoga the right to sell your Content, nor does the license grant Talking Yoga the right to distribute your Content outside of the Talking Yoga Service For the purposes of clarity, the Talking Yoga Service includes Talking Yoga's profiles on social media websites.
You represent and warrant that: (i) you own the Content posted by you on or through the Talking Yoga Service or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Talking Yoga Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to execute any document necessary to ensure that Talking Yoga does not have to pay royalties for using any content you create and post to the Site. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to the Talking Yoga Service.
Talking Yoga, Inc. and its affiliates and licensors own and retain all rights in the Site and Talking Yoga Service, which contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including without limitation all (1) text, (2) software, (3) photographs, (4) graphics, (5) page layout, and (6) design presented through and as part of the Talking Yoga Service. Except as expressly authorized by Talking Yoga, you may not copy, modify, publish, transmit, distribute, perform, display or sell any of Talking Yoga's proprietary information. "Talking Yoga" is a trademark of Talking Yoga.
Privacy Policy
We take your privacy very seriously and collection and use of personal information is governed by our Privacy Policy. Click here to review the Talking Yoga privacy policy.
Copyright Policy
You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. Talking Yoga respects the intellectual property rights of others and will terminate any user's access to the Talking Yoga Service and/or Site according to these terms of use if Talking Yoga is notified that such user's activities infringe the rights of third parties on more than one occasion. If you believe that your work (or the work of a third party on whose behalf you are entitled to act) has been copied in a way that constitutes copyright infringement, please file a copyright infringement notification (Notice) with us, by sending a written communication which should include the following information, in the same order as is set out in (i) to (x) below:
(i) statement that you have identified material on the Site which infringes your copyright (or infringes the copyright of a third party on whose behalf you are entitled to act, if applicable);
(ii) a description of the copyrighted work that you claim has been infringed, which should include the type of work (such as a book or a sound recording) and any relevant further details (such as the title and date of publication, as applicable);
(iii) the country or countries to which your copyright applies;
(iv) a description of the way in which the copyright material has been infringed;
(v) a description of where the material that you claim is infringing is located on the Site (including a URL and/or screen shot);
(vi) your address, telephone number, and email address so that we may get in contact with you; (vii) the contact details that you would like us to provide to the alleged infringer so that they may contact you directly, in order to attempt to resolve the complaint;
(viii) a statement by you that you have a good faith belief that the disputed use of the copyright work is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law;
(ix) a statement by you, made under penalty of perjury, that the above information in the Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf and
(x) an electronic or physical signature (which may be a scanned copy) of the copyright owner.
Once you have completed the Notice, having included all of the information set out above, please send it to:
Attn: Talking Yoga Copyright Infringement Notification
7 Trout Pond Road
Sag Harbor, NY 11963
If you are unsure as to your rights in respect of your copyright material, or whether there has been an infringement of your rights, we suggest that you take legal advice before sending a Notice to Talking Yoga. This 'notice and takedown' process is regulated by statute. There may be negative consequences if you falsely allege copyright infringement or send a Notice to Talking Yoga in bad faith.
If you believe that any material that you have uploaded on to the Site has been removed in error, or that the content in question does not infringe the copyright of any third party, you may file a counter-notice ('Counter-Notice') with us, by sending a written communication which should include the following information, in the same order as is set out in (i) to (iv) below:
(i) specific details of the material that has been removed or to which Talking Yoga has disabled access and the accompanying location of such material;
(ii) your name, address, telephone number, email address and a statement that you will accept service from the person (or an authorized representative of such person) who provided Talking Yoga with the complaint in question;
(iii) a statement by you that you believe (acting in good faith) that the material identified above was removed as a result of a mistake or incorrect identification of the material to be removed and (iv) an electronic or physical copy of your signature (which may be a scanned copy).
Once you have completed the Counter-Notice, having included all of the information set out above, please send it to:
Attn: Talking Yoga Copyright Infringement Counter Notification
7 Trout Pond Road
Sag Harbor, NY 11963
If you are unsure as to your rights in respect of your material, or whether there has been an infringement of copyright, we suggest that you take legal advice before sending a Counter-Notice to Talking Yoga. This 'notice and takedown' process is regulated by statute. There may be negative consequences if you make false allegations or send a Counter-Notice to Talking Yoga in bad faith.
Internet/WAP Access
Talking Yoga shall not be responsible for any connection or access to the Site by you or the quality of the transmission of any information passing between you and the website. You will be responsible for providing your own communications equipment to access the Site via the Internet or other service, and the Internet/WAP access charges thereon. You recognize that Talking Yoga shall not be responsible for any reduced functionality resulting from, or in connection with, your use of the Talking Yoga Service via WAP or other service.
Termination of the Talking Yoga Service
The Terms of Service will apply to your use of the Talking Yoga Service. At any time, you can terminate your account which will remove your profile and other personal information from view. We may terminate your membership immediately at any time, for any reason. Once your membership terminates, you will have no right to use the Talking Yoga Service. Our proprietary rights, disclaimer of warranties, licenses under the Terms of Service and any other agreement, indemnities, limitations of liability and miscellaneous provisions shall survive any termination of your membership.
Talking Yoga may also, in its sole discretion and at any time, discontinue the Talking Yoga Service, or any part thereof, with or without notice, temporarily or permanently. You agree that any termination of access to the Talking Yoga Service under any provision of the Terms of Service may be effected without notice, and acknowledge and agree that Talking Yoga may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Talking Yoga Service. Where possible, Talking Yoga will use reasonable efforts to give Members fair notice of termination or suspension of their access to the Talking Yoga Service. You further agree that Talking Yoga shall not be liable to you or any third party for any termination or suspension of access to the Talking Yoga Service or modification of the Talking Yoga Service.
Disclaimer of Warranties
Talking Yoga, Inc. and its affiliates, licensors, partners, members, suppliers, employees, consultants and agents ('Talking Yoga') disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or Content displayed on the Talking Yoga Service.
Talking Yoga further expressly disclaims (1) that the Talking Yoga Service will meet your requirements and will be uninterrupted, error-free, timely, or secure, (2) that defects or errors will be corrected, (3) that the Talking Yoga Service or the server that makes it available are free of viruses or other harmful components, and (4) that the use of or the results of the use of the Talking Yoga Service or the content made available as part of the Talking Yoga Service will be correct, accurate, timely, or otherwise reliable. Talking Yoga expressly disclaims any and all responsibility and liability for the conduct of any other Member, and expressly disclaims that the content and Content of the Talking Yoga Service input by other Members is correct or accurate.
TALKING YOGA, ON BEHALF OF ITSELF, AND ITS LICENSEES, PROVIDES THE TALKING YOGA SERVICE, AND ALL CONTENT, INFORMATION (INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, LINKS OR ANY INFORMATION OR CONTENT OBTAINED OR ACCESSED THROUGH THE TALKING YOGA SERVICES), PRODUCTS, AND SERVICES INCLUDED THEREIN ARE PROVIDED 'AS IS,' 'WITH ALL FAULTS', 'AS AVAILABLE', WITH NO WARRANTIES WHATSOEVER. TALKING YOGA EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM COMPUTER VIRUS, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. Some states do not allow the exclusion or limitation of implied warranties, so the above disclaimers and exclusions may not apply to you.
YOU AGREE THAT YOUR USE OF THE TALKING YOGA SERVICE IS ENTIRELY AT YOUR OWN RISK.
Trademarks Notice
Talking Yoga, our logo, and the products and services described in this Site, are either trademarks, service marks or registered trademarks of Talking Yoga or its licensors, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Talking Yoga, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Talking Yoga names or logos mentioned herein are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
Linking
You may not use our logo or other proprietary graphic or trademark except to link to this Site . This limited right may be revoked at any time. We make no claim or representation regarding, and accept no responsibility for, the quality, content, nature or reliability of sites accessible by hyperlink from this Site, or sites linking to this Site. The linked sites are not under our control and we are not responsible for their content. We are providing these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by us of the site or any information contained therein. When leaving this Site, you should be aware that our terms and policies no longer govern, and, therefore, you should review the applicable terms and policies, including privacy and data gathering practices of that site.
Hold Harmless and Indemnity
You agree to hold harmless and indemnify, and at Talking Yoga's request defend, Talking Yoga, its parents, subsidiaries, and affiliates, and their respective owners, officers, managers, members, agents, and employees, from and against any third party claim arising from or in any way related to your use of or conduct on the Talking Yoga Service, including any liability or expense arising from all claims, liabilities, losses, damages (actual and consequential), suits, judgments, litigation costs, expenses, and attorneys' fees, of every kind and nature. In such a case, Talking Yoga will provide you with written notice of such claim, suit or action.
Limitation of Liability
YOUR USE OF THE TALKING YOGA SERVICE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES WILL TALKING YOGA, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OWNERS, OFFICERS, MANAGERS, MEMBERS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE TALKING YOGA SERVICE, WHETHER OR NOT TALKING YOGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SUCH LIMITATION OF LIABILITY SHALL APPLY (I) WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE TALKING YOGA SERVICE, FROM INABILITY TO USE THE TALKING YOGA SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE TALKING YOGA SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (II) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH THE TALKING YOGA SERVICE OR ANY PART OF THE TALKING YOGA SERVICE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE TALKING YOGA SERVICE AND ITS RELATED WEBSITE. UNDER NO CIRCUMSTANCES SHALL TALKING YOGA BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING ONE THOUSAND DOLLARS ($1,000.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES (INCLUDING, IN THE UNITED KINGDOM, IN RESPECT OF (I) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF TALKING YOGA OR (II) THE TORT OF DECEIT OR FRAUDULENT MISREPRESENTATION), SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU IN SO FAR AS SUCH EXCLUSIONS AND LIMITATIONS ARE NOT PERMITTED.
Notices
Talking Yoga may provide you with notices regarding the Talking Yoga Service or these Terms of Talking Yoga Service by regular mail, email, or postings to this Web site.
Legal Compliance
You shall comply with all applicable domestic and international laws, statutes, ordinances, regulations, contracts and applicable licenses regarding your use of the Talking Yoga Services.
Miscellaneous
The Terms of Service will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions or your actual state or country of residence. The parties agree to submit to the personal and exclusive jurisdiction of the courts located in the Southern District of New York. If for any reason a court of competent jurisdiction finds any provision or portion of the Terms of Service to be unenforceable, the remainder of the Terms of Service will continue in full force and effect. You shall not assign the Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without our prior written consent. Any such purported assignment or delegation will be null and void and of no force or effect. Each of Talking Yoga's affiliates are express and intended third party beneficiaries of the Terms of Service and may enforce any of its terms and exercise any of the rights to the same extent as Talking Yoga.
Without limiting the foregoing, under no circumstances shall Talking Yoga be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or Content, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
The Terms of Service constitute the entire agreement between you and Talking Yoga with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the Terms of Service by a party will be effective only if in writing and signed by that party.
Effective Date: May 24, 2018