TERMS OF SERVICE AND PRIVACY AGREEMENT
Welcome to SK Movement, Inc. dba Sheila Kelley S Factor®. This Student Agreement (“Agreement”) is between you, the student ("You", "Your", or "Student") and SK Movement, Inc. dba Sheila Kelley S Factor® (“SKM”).
When You sign up for an SKM class, workshop, and/or teacher training (“Program” or “Programs”), please understand that You must agree to the terms of this Agreement. These policies and the other terms that are outlined herein are subject to change from time to time. Please read the complete Agreement carefully, and ensure that You understand the obligations You are undertaking before You sign this Agreement.
You expressly agree that each and every term applies to all SKM Programs you attend in person and virtually without the need or requirement by You to sign additional agreements.
You acknowledge that You are eighteen (18) years of age or older.
AUTHORIZATION FOR PAYMENT
You agree to pay the full amount for the Program as listed on the checkout page and receipt from Thinkific. If You are on a payment plan, You agree to the pay the full amount of the Program even if You decide to no longer to attend or finish the Program.
If charges are returned without payment in full they will be subject to a Late Fee of $50.
Section 1: Policies
Program Agreements:
- You agree to all terms, policies and conditions as defined herein.
- All Programs must be paid through SKM’s automated billing program which will be stored and protected through the Thinkific software. Your on-file Credit Card information must be kept up to date.
- All payments are non-refundable and non-transferable to any other person and any other Program, unless otherwise stated in the Refund Policy for that program.
Live Events:
NO REFUNDS, NO CREDITS, NO TRANSFERS due to the dynamic nature of our in person events and the extensive planning and resource commitments
Any Other S Factor Programs/Purchases: NO REFUNDS, NO CREDITS, NO TRANSFERS
Safety:
If You appear intoxicated or are otherwise disruptive to the conduct of a Program, You may, at the sole discretion of SKM, be asked not to participate, forfeiting any payments made by You to SKM.
Schedule Changes:
All Program times, schedules and teachers are subject to change at SKM’s sole discretion.
SKM Event or Performance Participation:
If you chose to attend any Program in person or virtually, You agree to being photographed, filmed or taped and authorize the use of Your image by SKM for marketing purposes without compensation.
Copyright and Trademarks
All SKM content is copyrighted under the law as collective work and/or compilation. SKM holds and owns the copyright, and all other proprietary and intellectual property rights and title, to the collective work, including the pages, graphics, design, text, sound recordings, images, materials, and content of the Services, some of which may be trademarked. You agree not to copy, reproduce, alter, modify, decompile, reverse engineer, distribute, transfer, sell, transmit, translate, publish, perform, license, or create derivative works from SKM’s content, including any information, products, or services, without SKM's express written consent. The content is solely for your personal, non-commercial use.
Confidentiality and Non-disclosure
You acknowledge that all Program content, including but not limited to teaching method, curriculum, discussions, written materials, movements, dance steps, routines, choreography and scenery (the "Proprietary Information") that are being taught by the instructors of SKM are the property of SKM and constitute confidential and proprietary business information and trade secrets, the unauthorized disclosure of which will irreparably harm SKM. You further agree that in exchange for SKM agreeing to have You as a student, You agree to keep the Proprietary Information confidential and that You will not photograph, video tape, record, distribute , duplicate or disclose the Proprietary Information to anyone without the prior written consent of SKM. You further agree that You will not teach to any third party any of the Proprietary Information, and that You will refer any person wishing to learn any of the Proprietary Information to SKM. You further expressly agree that You will not use the Proprietary Information for the purpose of soliciting any students or employees of SKM or to otherwise compete with SKM.
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Your duty to hold Proprietary Information in confidence shall remain in effect until the Proprietary Information no longer qualifies as a trade secret or until SKM sends You written notice releasing You from this Agreement, whichever occurs first.
Release of All Claims, Hold Harmless and Indemnification Agreement
You hereby covenant and agree as follows:
A. You fully understand and acknowledge that the activities undertaken in the Programs and any other activity provided or facilitated by SKM involves stretching, strength training, dancing, pole tricks, pole dancing, and other movement, and the use of a temporary and moveable pole, chairs, and other items, are hazardous, which may cause injury to You. You recognize that Your participation in these and other activities at SKM is strictly voluntary. You assume all responsibility and risk associated with any and all Programs, activity, course, or class that You participate in, and You assume all responsibility and liability of physical fitness and capability to perform any and all activity or effort related to and/or associated with the Program and class activities performed by You or in which You are involved. The risks that You are agreeing to assume include the risk that an injury may be caused by Your use of any equipment, objects, exercise equipment or facilities which may involve SKM, its teachers, employees, independent contractors, agents, or representatives. It is further agreed that SKM and its employees, teachers, independent contractors, agents, and representatives will not perform any evaluation of Your physical condition and/or abilities, which might result in the identification of risk factors contradicting physical exercise, dance, or any movement or activity prior to You starting or continuing any Program or activity at SKM. You acknowledge that you have carefully read this Waiver and Release and fully understand that it is a release of liability. You are waiving any right that you may have to bring a legal action to assert a claim against SKM, its teachers, employees, independent contractors, agents, representatives and affiliates.
B. You hereby warrant, represent and agree that You have no physical disability, injury, impairment, or ailment preventing You from engaging in any Program or activity, or that will be detrimental or harmful to Your health, safety, comfort, or physical condition, or that of others. You understand and agree that it is always advisable to consult a physician before undertaking a physical exercise program and You understand that it is Your responsibility to consult with a physician prior to and regarding Your participation in any Program or activity at SKM.
C. You, your heirs and legal representatives, forever agree to hereby to waive any and all claims or rights You might otherwise have against SKM and its employees, teachers, independent contractors, agents, and representatives.
D. You further agree to release SKM and its employees, teachers, independent contractors, agents, and representatives and against SKM, it’s agents, representatives and affiliates from any liability for any loss or theft of personal property to the maximum extent allowed by law, for any cost, expense (including reasonable attorneys’ fees and costs), and loss caused in any way to You.
E. INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SKM AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, FROM AND AGAINST ANY AND ALL LOSS, EXPENSES, DAMAGES, AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS FEES, RESULTING, WHETHER DIRECTLY OR INDIRECTLY, FROM YOUR VIOLATION OF THIS AGREEMENT. YOU ALSO AGREE TO INDEMNIFY AND HOLD HARMLESS SKM AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, FROM AND AGAINST ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE SERVICES IN BREACH OF THIS AGREEMENT OR THE USER CONTENT SKM MAKES AVAILABLE VIA THE SERVICES BY ANY MEANS, INCLUDING WITHOUT LIMITATION THROUGH A POSTING, A LINK, REFERENCE TO USER CONTENT, OR OTHERWISE, UNLESS PROHIBITED BY APPLICABLE LAW.
Disclaimer of Warranties
YOU ARE ACCESSING THE SERVICES ON AN “AS IS, WHERE IS, AND AS AVAILABLE” BASIS. SKM IS NOT RESPONSIBLE FOR PROBLEMS ARISING FROM, OR INADEQUACIES IN THE CONTENT OF THE SERVICES OR ANY PARTICULAR FEATURES OR SERVICES OFFERED. SKM DOES NOT REPRESENT OR WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION, MATERIALS, AND SERVICES OR THE ERROR-FREE USE OF THE SERVICES. SKM IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING INJURY OR DAMAGE TO USERS AND/OR MEMBERS OR TO ANY OTHER PERSON'S COMPUTER RELATED TO OR RESULTING FROM ACCESS TO OR USE OF THE SERVICES. SKM IS PROVIDING THE SERVICES WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FREEDOM FROM A COMPUTER VIRUS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Limitation of Liability
IN NO EVENT WILL SKM AND ITS EMPLOYEES, TEACHERS, INDEPENDENT CONTRACTORS, AGENTS AND REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES, YOUR INABILITY TO USE OR MALFUNCTIONS OF THE SERVICES, STATEMENTS OR CONDUCT OF ANY THIRD PARTY RELATING TO THE SERVICES.
Arbitration of Disputes
You acknowledge and agree that the terms outlined herein are contractual. Any and all disputes or claims arising out of or in any way related to this Agreement, including without limitation, fraud in the inducement of this Agreement shall be submitted to final and binding arbitration before an arbitrator of AAA in the City and County of Los Angeles, California in accordance with the rules of that arbitration service provider governing commercial disputes and in accordance with applicable rules of that arbitration service provider. The cost of the arbitration shall be split equally by all parties to the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Severability
If any provision of this Agreement is held to be unenforceable, each such unenforceable provision shall be excluded from this Agreement, and the balance of the agreement shall be interpreted as if each such unenforceable provision were excluded; provided, however, that if a provision is held unenforceable because it is excessively broad or unreasonable as to scope or subject, such provision shall continue to be enforced to the extent necessary to be reasonable under the circumstances and consistent with applicable law while reflecting as closely as possible the intent of the parties as expressed herein.
Amendment and Modification
This Agreement may only be modified or amended by a writing signed by an authorized representative of SKM. SKM may suspend all or any portion of the Services, including for periodic maintenance, equipment malfunctions or causes beyond SKM’s control. SKM may also terminate the services in entirety. You agree that SKM is not liable for any such modification, suspension, or termination of the services.
Third-Party Beneficiaries
The parties hereto intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than the parties hereto.
Governing Law, Venue and Jurisdiction
This Agreement and all acts and transactions pursuant or relating hereto and all rights and obligations of the parties hereto shall be governed, construed, and interpreted in accordance with the laws of the State of California. You (i) agree that all actions or proceedings relating directly or indirectly hereto shall, at the option of SKM, be litigated in courts located within Los Angeles County, California, (ii) consent to the jurisdiction of any such court and consent to the service of process in any such action or proceeding by personal delivery or any other method permitted by law; and (iii) waive any and all rights You may have to transfer or change the venue of any such action or proceeding.
Assignment
This Agreement and all rights under this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective personal or legal representatives, executors, administrators, heirs, distributees, devisees, legatees, successors, assigns. The relevant SKM with whom You have contracted may assign any or all of its rights and obligations under this Agreement to any of its related, parent, affiliated or subsidiary entities.
Merger
This Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject of the Agreement.
YOU HAVE READ, UNDERSTAND, AND VOLUNTARILY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS USE AGREEMENT.