Studio Seed Inc. – Terms & Conditions
Your Agreement with Studio Seed Inc. operating as the SEED Lodge
This Agreement (the “Terms”) governs the use and management of data obtained by Studio Seed Inc. (“we”, or “us”) in the course of its clients’ (“you”) use of and access to our websites and other interactive areas or services, as changed from time to time (collectively, the “Services”). If you have entered into another agreement with us concerning specific Services, then the terms of that agreement control where it conflicts with the Terms. By using the services herein described, you acknowledge that you have read this agreement, understand it, and agree to be bound by its terms. If you are entering into this agreement on behalf of an entity, you represent and warrant that you have legal authority to bind that entity.
The Services
The Services may change from time to time, but include, without limitation, the provision of the following:
Live online courses and workshops;
Live courses and workshops on location;
Pre-recorded classes that are offered online as on-demand products;
Corporate licenses for wellness packages for employees; and
Merchandise.
The Services may be provided through social media channels run by us from time to time, as well as websites other than studioseed.ca, including, without limitation peopleoftheprana.com and estherkalaba.com.
Choice of Law
These Terms and any action related thereto will be governed by the laws of the Province of Ontario, Canada. You agree that the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the provincial and federal courts located in Ontario. You may have additional rights under your local law. We do not seek to limit those rights where it is prohibited to do so by law.
Updates to Terms
We may make changes to the Terms from time to time. If we do, we will notify you in advance within the Services, and by revising the date at the top of the Terms. You should look at the Terms regularly. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services and inform us immediately.
Privacy Policy
For information about how we collect, use, share, or otherwise process information about you and your use of our Services, please see our Privacy Policy.
Media Release
You further understand that Studio Seed Inc., its representatives, and affiliates are filming and or taking photographs in classes, workshops, or events for additional artistic/promotional use. If you do not wish to be seen on camera, please sit in the back rows and identify yourself to our staff who will make sure that your privacy and in-class experience is respected.
Website Conditions and Restrictions
Acceptance of Terms
By using our websites in any capacity, you agree to be bound by this Agreement. If you do not accept the terms of this Agreement, you must leave our websites and discontinue your use of the Services immediately.
Restrictions
You agree to only use the Services in a manner that is consistent with this subscription. You agree to only use the Services for your personal use, and agree to not share use of your Account with any other person or entity.
You shall not, except as otherwise specifically permitted in this Agreement, download, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content of the Services without the prior written consent of Studio Seed Inc.
Prohibited Conduct
You agree to not use the Services to transmit any information (including software, music, sound, photographs, data, text, video, tags, or other materials) that:
is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
harasses or advocates harassment of another person;
exploits people in a sexual or violent manner;
contains nudity, violence, pornography, sexually explicit material or offensive subject matter;
provides any telephone numbers, street addresses, last names or email addresses of anyone other than your own;
promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
violates any intellectual property or other proprietary right of any third party, including Content that promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copyright protection devices, or providing pirated music or links to pirated music files;
involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing;
contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
involves commercial activities or sales without the prior written consent of Studio Seed Inc., including, without limitation, contests, sweepstakes, advertising, and pyramid schemes; or
contains a virus or other harmful component.
Content Responsibility
You acknowledge that you are solely responsible for all content that you post or provide to the Services. You agree to indemnify and hold harmless Studio Seed Inc. for all loss or damage of any kind incurred by Studio Seed Inc. as a result of any content that you post, transmit, or otherwise make available to or via the Services.
You acknowledge that we may or may not pre-screen Content posted on the Website, that Studio Seed Inc. is not responsible for behavior or comments of teachers and students, but that we shall have the right (but not the obligation) in our sole discretion to pre-screen, edit, refuse, or remove any content or portion thereof that is available via the Services, for any reason. Without limiting the foregoing, we shall have the right to remove from the Services any content that violates this Agreement or is otherwise objectionable in the sole discretion of Studio Seed Inc.
Confidentiality
By using the Services in any capacity, you acknowledge that all information presented in our content is to be held in strictest confidence. This includes personal information, stories, or experiences shared in confidence by other participants in sessions, on program forums, or in private conversation with other participants (“Confidential Information”). Notwithstanding the foregoing, you acknowledge that we may be required to disclose Confidential Information shared verbally, in writing, or demonstrated by instances of behavior with staff or representatives of Studio Seed Inc. that may lead them to believe that you are a danger to yourself or others. You indemnify and hold harmless Studio Seed Inc. from all liability, losses, costs, claims, damages, and expenses, including lawyers’ fees, arising or claimed to have risen out of any such decision.
Membership
Memberships are billed monthly. All memberships are renewed automatically until cancelled. If your membership is terminated due to a violation of this Agreement, Studio Seed Inc. will not reimburse you for the remainder of any paid month, nor will reimbursements be made for membership cancellations prior to any monthly renewal date. Members may cancel their membership at any time. Memberships must be canceled prior to the monthly renewal date in order to end membership charges. Memberships must be canceled prior to the monthly renewal date in order to end membership charges. Please refer to your individual membership agreement for further information.
Refund Policy
Unless specified otherwise in your membership agreement, all payments for the Services are non-refundable.
Declined Payments
All bounced cheques or declined direct debit/credit card payments are subject to a $25.00 administration fee.
Third-party Payment Processors
The processing of payments or credits, as applicable, in connection with your use of the Services will be subject to the terms, conditions and privacy policies of the relevant third-party payment processor and your credit card issuer in addition to these Terms. Studio Seed Inc. is not responsible for any errors by the third-party payment processor. In connection with your use of the Services, Studio Seed Inc. will obtain certain transaction details, which will be used solely in accordance with its Privacy Policy.
Account Terms
Your Account
To access and use the Services, you must register for a Studio Seed Inc. account (“Account”). To complete your Account registration, you must provide us with your full legal name, billing address, a valid email address, and any other information indicated as required. Studio Seed Inc. may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
Account Authority
You may be required to create an account to participate in the Services. If you are entering into this Agreement on behalf of an entity, you represent and warrant that the entity will utilize the Services and/or Software under a single account. You agree not to impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password or other account information. You are responsible for the security of your password and for any use of your account. You also agree to notify us via email of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Services or Software.
Eligibility
You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an account.
You must be sufficiently mentally and physically healthy, to the extent that you are able to participate in the Services. If we have concerns over your capacity to participate in the Services, we will make reasonable efforts to notify you via the email address you provide to us.
Account Acknowledgments
You acknowledge that Studio Seed Inc. will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Studio Seed Inc. and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Studio Seed Inc. can only be authenticated if they come from your Primary Email Address.
You are responsible for keeping your password secure. Studio Seed Inc. cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.
You agree not to access the Software and Services, or monitor any material or information from the Software or Services using any robot, spider, scraper, or other automated means.
Indemnification by User
Indemnification – Third Party Claims
You defend, indemnify and hold harmless the Studio Seed Inc., its affiliates, and their respective officers, directors, employees, agents, licensors and any third-party providers, from and against all claims, losses, damages and costs, including reasonable attorneys’ fees, arising from any third-party claim against Studio Seed Inc. related to your use of the Service or Software, including any document or content you submit to the Service.
Indemnification – First Party Claims
You indemnify Studio Seed Inc. and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable lawyers’ fees, arising out of or related to your use of the Services or Software (as applicable), or your violation of the Terms. We have the right to control the defense of any claim, action, or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action, or matter.
Exclusion of Warranties
Warranties
Studio Seed Inc. does not warrant or represent:
the completeness or accuracy of the information provided through the Services;
that the material on the Services is up to date;
that the material on the Services will not be replaced, removed, or edited from time to time;
that the Services will operate without fault; or
that the Services will remain available indefinitely.
Your Content
Feedback
You have no obligation to provide us with ideas, suggestions, proposals, or bug or crash reports (“Feedback”). If you submit Feedback to us however, you grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to make, use, sell, have made, offer to sell, import, export, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
User-generated Content
You understand that any data presented to you through the use of the Software and Services is the exclusive property of Studio Seed Inc., and may not be used, distributed or manipulated in any fashion that is contrary to the Terms.
You further acknowledge that any rights of ownership of any data uploaded by User to the Software and Services is forfeited, and shall thereafter become the sole property of Studio Seed Inc.
Limitation of Liability
Liability
We are not liable to you or anyone else for any special, incidental, indirect, consequential, moral, exemplary or punitive damages whatsoever, regardless of cause, including losses and damages (A) resulting from loss of use, data, reputation, revenue, or profits; (B) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or (C) arising out of or in connection with your use of or access to the Services or Software.
Aggregate Liability
Our total liability in any matter arising out of or related to the Terms is limited to the lesser of the aggregate amount that you paid for access to the Services during the six-month period preceding the event giving rise to the liability, or your actual damages.
Maximum Application
These limitations and exclusions in this section 8 (Limitation of Liability) apply to the maximum extent permitted by law even if:
A remedy does not fully compensate you for any losses or damages you may suffer; or
We knew or should have known about the possibility of damages.
These Terms set forth the entire liability of Studio Seed Inc. and its affiliates as well as your exclusive remedy with respect to access and use of the Services.
Termination
Termination by You
You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees that may be applicable, and does not entitle you to a refund of any fees already paid.
Termination by Us
If we terminate your use of the Services or Software for reasons other than for cause, we will make reasonable efforts to notify you at least fifteen (15) days prior to termination via the email address you provide to us.
Termination for Cause
We may immediately, and at any time, terminate, suspend or restrict your right to use and access the Services or Software if:
you breach any provision of the Terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
you physically, verbally, or through other means abuse, threaten, bully, or harass us or our personnel;
you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Services or Software);
you have shared, given or sold your password or username to any other person or entity. When becoming a Member, you agree to take all actions possible to protect your username and password from fraudulent use;
any payment for Services is not made, or is made after the date on which it becomes due;
we are required to do so by law; or
we elect to discontinue the Services or Software, in whole or in part (such as if it becomes impractical for us to continue offering Services in your region due to change of law).
Events on Termination
Upon termination of your use of the Services or Software, the User shall forfeit its right to access the Software, and Studio Seed Inc. may delete the account of the User and any information stored in Studio Seed Inc.’s infrastructure.
Survival
Upon the expiration or termination of the Terms, some or all of the Services may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and dispute resolution provisions stated in the Terms will survive.
Dispute Resolution
Process
If you have any concern or dispute, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of receipt by us, any resulting legal actions must be resolved through mediation. Claims related to the Terms, Services, or Software are permanently barred if not brought within one year of the event resulting in the claim.
Rules
Studio Seed Inc. will have the exclusive right to determine the mediator for such mediation. The mediation will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness).
Class Actions
You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
Injunctive Relief
Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Software in violation of the Terms, you agree and acknowledge that money damages may not be a sufficient remedy for any such breach or threatened breach, and that such violation shall entitle us to equitable relief, including injunctive relief and specific performance, as a remedy for any such breach. Such remedies are not the exclusive remedy for any such breach, but shall be in addition to all other remedies available at law or in equity.
Health Disclaimer
Disclaimer
The information that we provide does not replace your relationship with your doctor. The information that we provide is for your general use, and you should talk to a qualified healthcare professional before making medical decisions or if you have questions about your health.
We do our best to make sure that the information we provide is accurate and reliable but cannot guarantee that it is error-free or complete.
We are not responsible for the quality of the information or services provided by other organizations and mentioned on the Services, nor do we endorse any service, product, treatment, or therapy.
By using the Services, you understand that physical exercise involves strenuous physical movement, and that such activity carries the risk of injury. You understand that it is your responsibility to judge your physical and mental capabilities for such activities. You understand that it is your responsibility to ensure that by participating in classes and activities provided by the Services, you will not exceed your limits while performing such activity, and you will select the appropriate level of classes for your skills and abilities, and your mental and physical capabilities. You expressly waive and release any claim that you may have at any time for injury of any kind against Studio Seed Inc., including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives.
Disclosure of History
You certify that prior to engaging with the Services, you have fully disclosed your medical and psychological history including history of or current disordered eating, mental illness, or sexual abuse, as requested in the program intake forms provided in advance of our events.
Miscellaneous
Severability
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.
Notice to Studio Seed Inc.
You may send notices to us at the following address:
Studio Seed Inc.
725807 Sideroad 22B, Meaford, N4L1W6
Or by email to admin@theseedlodge.com
Notice to You
We may notify you by email, postal mail, postings within the Services, or other legally accepted means. It is your responsibility to keep your account information current to receive notifications.
Non-assignment
You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Terms to a third party.
Technical Requirements
Studio Seed Inc.’s Services are designed to run on the following computer specifications:
A Chromium-based web browser (updated to the latest version);
Computer hardware no older than three (3) years old; and
A consistent internet connection.
We do not represent the functionality of Studio Seed Inc.’s software and services on devices which do not attain the specifications listed above.
Headings
Headings used in the Terms are provided for convenience only and will not be used to construe meaning or intent.
No waiver
Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.
Force majeure
Neither party will be liable to the other for any delay or failure to perform any obligation (other than your payment obligations to Studio Seed Inc.) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, cyber attacks and hackings, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, or any other event or circumstance beyond the reasonable control of the relevant party in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.