End User Terms of Service
Last Modified: April 1, 2021
As a current or prospective customer of the studio(s) with whom You (“You”, “Your” or Customer”) have conducted or plan to conduct business (the “Studio” or, if more than one, the “Studios”) and that directed You to this website, (including thestudiodirector.com and any other website where these End User Terms are posted the “Sites”), You have the option to use certain service provided by The Studio Director (“The Studio Director”, “we” or “us”). These services, which may include: a) enrolling students in scheduled classes, viewing current enrollments, purchasing inventory through the online store, signing up for automatic recurring billing, making tuition payments, accessing billing history, accessing email history, editing customer and student contact information, viewing class/account documents or images; or b) accessing any of these features through a third-party mobile web application created by our authorized vendor Mobile Inventor (mobileinventor.com) and: c) any other service that links hereto (the “Studio Director Services”) together with the Sites are collectively referred to as our “Services.” As a condition of your use of any of these Services, you must agree to these End User Terms of Service, (the “End User Terms”)
- DESCRIPTION OF SERVICE
The Services may include online registration services, online invoicing, payments, and other related services to assist the Studio in its business. The Services may allow You to electronically receive invoices via email from the Studio, and allow You to make electronic payment on such invoices, or to process other payments to a Studio, using one of the electronic payment methods made available to You by the Studio (for example, via payment card or automated clearing house (“ACH”)) or through our online portal. In either case, the payment will be charged to the payment card or bank account for which You provide account information and will be deposited into the bank account selected by the Studio. From time to time, The Studio Director may develop and incorporate other features into the Services. Your use of such additional features, if any, is governed by these End User Terms.
- REPRESENTATIONS AND WARRANTIES; ACKNOWLEDGEMENTS
You represent and warrant to The Studio Director and the Studio, and You covenant, that: (a) You have the power and authority to accept and enter into these End User Terms on Your own behalf or on behalf of any other person, company, organization or entity for whom You are using the Services to pay an invoice or process a payment, as applicable; (b) the Services or content contained on or available through the Services are not an endorsement of the Studio by The Studio Director; and (c) The Studio Director is not responsible for any repercussions arising from Your use of the Services and You shall seek remedies arising from disputes in connection with invoices delivered to You, the amounts you are charged, and Your payment thereof, solely from the Studio.
If You access the Sites to use the Services, You further represent and warrant to The Studio Director, and covenant, that: (i) You are willing and capable of electronically receiving, reviewing, printing and saving all invoices, bills, receipts, materials, disclosures, terms or other content delivered to You through the Services and You consent to the disclosure by the Studio of the information and invoice details required to create and distribute invoices to, and receive payment from, You; (ii) You will provide Your complete and accurate information regarding payment information; (iii) Your liability for any payment You make through the Payment Services using a credit or debit card or ACH will be governed by the agreement for the credit or debit card company or bank You use.
- INTERNATIONAL TRANSACTIONS AND CUSTOMER DATA
Generally. The Studio Director, in its sole discretion and on behalf of Studios, may accept and process payments and personal data which originate from certain customers and/or accounts located outside the United States. You acknowledge and agree that:
- The Studio Director is located in the United States and Your personal information may be transferred to or processed in the United States;
- Using the system delete function to remove any of your personal data from The Studio Director merely prevents you or the Studio from viewing or utilizing that data for any system function. It does not delete the data from The Studio Director systems. To have your personal data deleted from The Studio Director systems, you must contact the Studio or Studios with which you conduct business via The Studio Director and have the Studio(s) make a written delete request to The Studio Director.
- You may not provide information that you are not authorized to provide us under laws applicable to you in your jurisdiction;
- The Studio Director may, at any time and without prior notice to You, cease processing transactions from and/or data relating to customers located in any country other than the United States.
EXCEPT TO THE EXTENT OF THE STUDIO DIRECTOR’S REPRESENTATIONS, WARRANTIES OR COVENANTS EXPRESSLY SET FORTH IN THESE END USER TERMS, YOUR USE OF THE SERVICE IN NON-US JURISDICTIONS IS AT YOUR OWN RISK AND THE STUDIO DIRECTOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO (I) THE STUDIO DIRECTOR’S COMPLIANCE WITH APPLICABLE NON-US LAW; (II) THE LEGALITY OF THE USE OF THE SERVICE IN ANY NON-US JURISDICTION OR WITH RESPECT TO THE INFORMATION OF ANY NON-US CITIZENS AND RESIDENTS; AND (III) THE LEGALITY OF ANY TRANSFER OF INFORMATION FROM ANY NON-US JURISDICTION TO THE STUDIO DIRECTOR. THE STUDIO DIRECTOR WILL NOT, DIRECTLY OR INDIRECTLY, BE LIABLE FOR ANY FINES, JUDGEMENTS, CLAIMS, PENALTIES, OR OTHER LIABILITIES (COLLECTIVELY, “LOSSES”) AS A RESULT OF THE STUDIO DIRECTOR’S NON-COMPLIANCE WITH APPLICABLE LAW.
- EXPORT COMPLIANCE
You must comply with applicable U.S., foreign, and international laws and regulations, including without limitation the U.S. Export Administration and Treasury Department’s Office of Foreign Assets Control (“OFAC”) regulations, and other anti-boycott and import regulations. You acknowledge and agree:
- that the export, re-export, transfer, re-transfer, sale, supply, access to, or use of the Services to or in a country other than the U.S., or to, by, or for a different end user or end use, may require a U.S. or other government license or other authorization; and
- You will not use the Services in or for any sanctioned, embargoed, or prohibited countries, persons, or end uses, each as set forth under U.S. or other applicable law, including without limitation, for or on behalf of any person or entity located, organized, or residing in Cuba, Iran, North Korea, Sudan, or Syria, or any person or any entity otherwise controlled or owned, directly or indirectly, by any person currently included on the List of Specially Designated Nationals and Blocked Persons or the Foreign Sanctions Evaders List maintained by OFAC (collectively, “Prohibited Use“).
You represent and warrant that Your use of the Services does not involve any Prohibited Use, and You shall indemnify The Studio Director for any violation by You of any applicable export controls and/or economic sanctions laws and regulations. The Studio Director may terminate your access to and use of the Service immediately if The Studio Director determines, in its sole discretion, that You have breached, intend to breach, or appear to be imminently breaching any of the provisions in this Section 6.
- CHANGES TO TERMS OF SERVICE
The Studio Director reserves the right to revise these End User Terms and the documents referenced herein at any time in its sole discretion. You may view the current version of the terms governing Your use of the Services by clicking on the appropriate link included in the footer of our Sites. Any changes shall be effective immediately after the time at which such changes are posted on the Sites. Your continued use of the Services after the terms have been changed constitutes Your affirmative acknowledgment of, and agreement to abide and be bound by, the modified terms and conditions.
- LICENSE AND USE OF THE SITE
You are hereby granted a limited license to use during the Term (as described below) including making incidental copies arising from the operation of Your browser, the Services, the Sites and the content contained on the Sites solely to use The Studio Director Services as described in these End User Terms. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works from, decompiling, reverse engineering, disassembling, transferring or using the Services or any content available on the Sites for any other purpose. Your license to use the Services is expressly conditioned on your compliance with applicable law, rules, regulations, and orders, and, and you represent and warrant that you comply with all such requirements, and you will not use the Services for any unauthorized and illegal purpose.
- ACCEPTABLE USE
You are responsible for using the Services in a manner that does not violate the law, including laws relating to maintaining the confidentiality of information about the Studio’s or The Studio Director’s other customers. You will not: (a) upload photos or documents without the express consent and permission of all parties pictured or mentioned; (b) knowingly input or post through or to the Services any content that is illegal, threatening, harmful, lewd, offensive, or defamatory or that infringes the intellectual property rights, privacy rights or rights of publicity of others; (c) use the Services to store or process, any information relating to (i) PHI as defined by the Health Insurance Portability and Accountability Act; (ii) information defined as Sensitive Information under EU Privacy Laws (e.g. racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, information specifying the sex life of the individual), (iii) Social Security Numbers, (iv) User credentials (Username/UserID, Password, PIN, Security Questions, etc.) for any third party system or account, nor (v) any other information prohibited by laws or regulations in a country in which the Studio does business; (d) use the Services to input, upload, or store any financial account information (credit card data, bank account data, etc.) in anything but a data field specifically designated for that purpose; (e) input or transmit through or to the Licensed Product any virus, worm, Trojan Horse, or other mechanism that could damage or impair the operation of the Services or grant unauthorized access thereto. The Studio Director may remove any materials without notice to You or the Studio that, in our sole discretion, may be illegal, may subject us to liability, or which may violate these Acceptable Use terms.
You are responsible for using Your password responsibly. You will be solely responsible for all claims and losses that result from a third party’s misuse of the Licensed Product using Your password and login information.
- TERM, CANCELLATION, AND DATA RETENTION
These End User Terms, as amended, changed and modified from time to time, remain in effect until the earlier of (a) such time as You no longer use the Services to enroll students in scheduled classes, view current enrollments, purchase inventory through the online store, sign up for automatic recurring billing, make tuition payments, access billing history, access email history, edit Customer and student contact information, or view class/account documents or images; and (b) such time as it is canceled or terminated, as provided herein (the “Term”). The Studio and The Studio Director each may cancel Your access to, or any aspect of, the Services at any time by providing written notice to You at the most current email address the Studio or The Studio Director, as applicable, has for You.
- PROPERTY RIGHTS
The Studio Director and other third parties as applicable, own all rights, title and interest in and to Services and the Sites, and all portions thereof, including, without limitation, all intellectual property rights in connection therewith.
- NO WARRANTIES
YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE AND ALL CONTENT MADE AVAILABLE ON OR THROUGH THE SITE OR VIA THE SERVICE ARE PROVIDED TO YOU BY THE STUDIO DIRECTOR, AT THE REQUEST OF THE STUDIO, ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, OR ACCURACY. THE STUDIO AND THE STUDIO DIRECTOR MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, OR (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE
THE STUDIO AND THE STUDIO DIRECTOR ARE NOT RESPONSIBLE FOR (A) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY INVOICE, OR OTHER BILL, APPOINTMENT, STATEMENT OR OTHER ITEM GENERATED THROUGH THE SERVICE OR (B) THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY PAYMENT MADE THROUGH THE SERVICE.
OTHER THAN AS REQUIRED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCE WILL THE STUDIO OR THE STUDIO DIRECTOR, OR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON THE SERVICE OR ON INFORMATION OBTAINED THROUGH THE SERVICE OR THE SITE, OR BY YOUR RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE.
THE STUDIO AND THE STUDIO DIRECTOR DO NOT WARRANT THAT THE SITE IS COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE SITE IS FREE OF VIRUSES, WORMS, BOTS OR ANY OTHER HARMFUL, INVASIVE OR CORRUPTED FILES.
- LIMITATION OF LIABILITY
THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SITES, CONTENT ON THE SITES, AND DESCRIPTIONS OF THE SERVICES PUBLISHED ON THE SITES OR LINKED SITES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS, AND THE STUDIO AND THE STUDIO DIRECTOR SPECIFICALLY DISCLAIM ANY LIABILITY FOR SUCH INACCURACIES OR ERRORS. THE STUDIO AND THE STUDIO DIRECTOR DO NOT WARRANT OR REPRESENT THAT THE CONTENT ON THE SITES IS COMPLETE OR UP-TO-DATE. THE STUDIO AND THE STUDIO DIRECTOR ARE UNDER NO OBLIGATION TO UPDATE THE SITES, THE SERVICES OR THE CONTENT ON THE SITES. THE STUDIO DIRECTOR MAY CHANGE THE SITES, THE SERVICES AND THE CONTENT CONTAINED ON THE SITES, AND MAY MAKE IMPROVEMENTS OR CHANGES THERETO, AT ANY TIME WITHOUT NOTICE.
YOU AGREE THAT THE NEITHER THE STUDIO NOR THE STUDIO DIRECTOR, NOR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, WILL NOT BE LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICES OR LOST OPPORTUNITY) ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF THE SITES, THE SERVICES, THE CONTENT ON THE SITES OR LINKED SITES, OR ARISING OUT OF, OR IN CONNECTION WITH, THE DELAY OR INABILITY TO USE THE SITES OR LINKED SITES, EVEN IF THE STUDIO OR THE STUDIO DIRECTOR, OR ANY OF THEIR RESPECTIVE AGENTS, AFFILIATES, OFFICERS, DIRECTORS OR EMPLOYEES, WERE MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, WITHOUT LIMITATION, THE TRANSMISSION OF ANY VIRUSES THAT MAY INFECT A USER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICES PROVIDER), UNAUTHORIZED ACCESS, THEFT, DATA LOSS, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE EVENT. THE STUDIO AND THE STUDIO DIRECTOR CANNOT, AND DO NOT, GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITES, THE SERVICES OR THE CONTENT RELATED THERETO.
- VIOLATIONS OF SERVICE TERMS
The Studio or The Studio Director may, each in their respective sole discretions, immediately terminate Your use of the Services if it believes that You are violating or have violated these End User Terms or the terms and conditions of the other documents referenced herein. Any such termination will be without prejudice to any other rights that The Studio Director may have against You arising from a violation of these End User Terms or of the other documents referenced herein.
- GOVERNING LAW
The laws applicable to the use of the Sites and the interpretation of these End User Terms shall be the laws of the State of Colorado, United States, and applicable federal law, without regard to any conflict of law provisions. You consent to the exclusive venue and jurisdiction of the federal courts of Colorado. In the event any proceeding or lawsuit is brought in connection with this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable costs, expert witness and attorneys’ fees.
You are solely responsible for maintaining the confidentiality and security of the username(s) and password(s) for Your account(s) with the Studios who use the Services, and You assume all liability for sharing or disclosing such username(s) and password(s). You agree to immediately contact the applicable Studio if You become aware that the security of the username(s) and password(s) for Your account(s) with such Studio may have been compromised or if there has been unauthorized access to the username(s) and password(s) for Your account(s) with such Studio. You are solely responsible for all activity occurring under the username(s) and password(s) for Your account(s) with the Studios who use the Services. Access to and use of password-protected and/or secure areas of the Sites and Services is restricted to authorized users only.
You acknowledge that this is an online service. A printed version of these electronically presented End User Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these End User Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
You agree that regardless of any statute or law to the contrary, any claim or cause of action You bring arising out of or related to Your use of the Services, or these End User Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Notwithstanding any cancellation or termination of these Services, or of Your account or Your enrollment, Sections 1-6, and 8-14 of these End User Terms shall survive any such cancellation or termination.
Your acceptance of these End User Terms and use of the Services do not create a joint venture, partnership, employment or agency relationship between You and The Studio Director. You shall not represent in any way that You are in partnership with, are a joint venturer of, or have any employment agency relationship with The Studio Director. You may not assign, delegate or transfer Your rights or obligations under these End User Terms and any such prohibited assignment, delegation or transfer shall be null and void.
The section titles in these End User Terms are solely used for the convenience of the parties and have no legal or contractual significance