Tone House TV Terms of Service Agreement

Last revised: March 16, 2022

 

This Tone House TV Terms of Service Agreement (“Agreement”) is between you and Tone House Fitness New York LLC (for the purposes hereof, “Tone House,” “We” or “Us”). The Agreement governs your use of the “Tone House TV Service,” an online platform that allows consumers like you to view video programs (“Programs”) from Tone House and the applications that We offer.

 

Notice: Section 10 of this Agreement contains a mandatory ARBITRATION AGREEMENT. By using the Tone House TV Service, you agree that any claims you may have against Tone House relating to the Tone House TV Service must be ARBITRATED, and you waive the right to (1) assert claims against Tone House in court; (2) participate in a class action; and (3) have a jury hear your case.

  • Acceptance of Agreement

 

By creating an account, viewing videos, making a purchase, downloading the Tone House TV application, or otherwise visiting or using the Tone House TV Service, you accept this Agreement and consent to contract with Us electronically.

 

If you are an entity other than a natural person, the person who registers the account or otherwise uses the Tone House TV Service must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.

 

We may update this Agreement by posting a revised version on our website. By continuing to use the Tone House TV Service, you accept any revised Agreement.

 

You may terminate the Agreement at any time by deleting your account. We reserve the right to suspend or terminate your account if you breach the terms contained in this Agreement. If Tone House deletes your account for breach, you may not re-register. In the event of any termination or expiration of the Agreement, the following sections will survive: Section 5(d) (Your Content; Feedback), Section 7 (Disclaimers), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Arbitration Agreement; Jury Waiver; Class Action Waiver), and Section 11 (General Provisions).

  • User Accounts

 

  1. Registration. You must create an account to use certain features We offer (e.g., to view a Program). To do so, you must provide an email address. By creating an account, you agree to receive notices from Tone House to the email address that you use to create an account.

 

  1. Age Requirements. You may not create an account if you are younger than 16 years of age. By creating an account, you represent that you are at least 16 years of age, and, to the extent required by law, you have the permission of a parent or guardian to create an account and use the Tone House TV Service.

 

  1. Parents and Guardians. By granting your child permission to use the Tone House TV Service through your account, you agree and understand that you are responsible for monitoring and supervising your child’s usage. If you believe your child is using your account and does not have your permission, please contact Us immediately so that We can disable access.

 

  1. Account Security. You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer or other device that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify Us immediately.

  • Privacy

 

Please review our Privacy Policy to learn about the information We may collect from you when you use the Tone House TV Service, how We may use it, and with whom We may share it.

 

By creating an account with Tone House, you agree that Tone House will have access to your account information and account activities, such as the viewing and purchase of Tone House’s Programs, and your contact information. 

  • Program Viewing and Purchase Options

 

Tone House may offer the following purchase options through its website and application:

 

  • Rental. After paying the stated fee, you may stream the Program an unlimited number of times during the stated rental period.

 

  • Purchase. After paying the stated fee, you may stream the Program an unlimited number of times; if offered by Tone House, you may download the Program.

 

  • Subscription. For a recurring fee, you may stream the Programs offered within Tone House’s subscription channel an unlimited number of times during your subscription period. Tone House reserves the right to add or remove Programs from the channel at any time.

 

To make a purchase, you must provide a valid payment method. We may apply taxes, including VAT (value-added tax), to any charges. Prices and other terms of purchase are subject to change. If Tone House provides you access to a Program on a free basis, such access will be deemed a “purchase” for the purpose of this Agreement.

 

ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.

 

Free trials and Discounts. Tone House may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have canceled) and you must pay the full monthly or annual fee. If Tone House provides a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

 

Automatic Renewal. To the extent permitted by applicable law, subscriptions automatically renew for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. If a Purchaser offers a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period.

 

How to Prevent Renewal. To cancel a subscription, you may cancel by accessing the “account management” tab within your account on Tone House TV. If you started your account from the App, you may cancel within your Apple or Android subscription settings. Your changes will be applied to your next subscription period.

 

In-App Purchase. Tone House may allow you to purchase subscriptions within the application that you download. 

  • Licenses and Intellectual Property

 

  1. License to Programs. Subject to the terms hereof, you have the right to stream and/or (if offered) download for your personal entertainment purposes: (i) Programs that you have rented during the stated rental period; (ii) Programs that you have purchased; and (iii) Programs made available that you have subscribed to during your subscription period.

 

  1. Restrictions. You may not resell streams or downloads, use any Program for any commercial purpose, redistribute or retransmit any Program, publicly perform or display any Program, or make derivative works from any Program. All rights not expressly granted herein are reserved by Tone House.

 

  1. Tone House TV Service. Subject to the terms hereof, Tone House grants you permission to use the Tone House TV Service for the sole purpose of viewing Programs for your personal entertainment. All rights not expressly granted by Tone House are reserved.

 

  1. Your Content; Feedback. To the extent that you submit any content to Tone House (i.e. in your profile, a comment, or forum), you grant Tone House an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. Any content submitted must comply with the Acceptable Use Policy set forth in Section 6. If you make suggestions to Tone House on improving our products or services, Tone House may use your suggestions without paying any compensation to you. 

 

  1. Proprietary Rights.Tone House retains all copyright, trademark, trade dress and other proprietary rights in the content of the Tone House TV services (the “Content”). Elements of the Content are protected by copyright, trademark, trade dress and other laws, and may not be copied or imitated in whole or in part. Nothing in this Agreement shall be construed as granting you any license under any patent, trademark, trade dress or copyright of Tone House or any third party.

 

  1. Acceptable Use Policy

 

We may allow you to upload, submit, or publish (collectively, to “submit“) content such as images and text (collectively, “content“). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 6. Tone House may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Tone House may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.

 

6.1 Copyright Policy

 

You may only upload content that you have the right to upload and share. Copyright owners may send Tone House a takedown notice to the legal address listed below if they believe Tone House is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.

 

6.2 Content Restrictions

 

You may not submit any content that:

  • Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
  • Is sexually explicit or promotes a sexual service;
  • Is defamatory;
  • Is harassing or abusive;
  • Contains hateful or discriminatory speech;
  • Promotes or supports terror or hate groups;
  • Contains instructions on how to assemble explosive/incendiary devices or homemade/improvised firearms;
  • Exploits or endangers minors;
  • Depicts or encourages self-harm or suicide;
  • Depicts (1) unlawful real-world acts of extreme violence, or (2) animal cruelty or extreme violence towards animals;
  • Promotes fraudulent or dubious money-making schemes, proposes an unlawful transaction, or uses deceptive marketing practices;
  • Contains false or misleading claims about (1) vaccination safety, or (2) health-related information that has a serious potential to cause public harm;
  • Contains false or misleading information about voting;
  • Contains conspiracy-related content where the underlying conspiracy theory makes claims that (1) suggest that a real-world tragedy did not occur, or (2) violate other content restrictions; or
  • Violates any applicable law.

 

6.3 Code of Conduct

 

In using the Tone House TV Service, you may not:

  • Use an offensive screen name (e.g., explicit language) or avatar (e.g., containing nudity);
  • Act in a deceptive manner or impersonate any person or organization;
  • Harass or stalk any person;
  • Harm or exploit minors;
  • Distribute “spam” in any form or use misleading metadata;
  • Collect personal information about others;
  • Access another’s account without permission;
  • Use or export any of our services in violation of any U.S. export control laws;
  • Engage in any unlawful activity; or
  • Cause or encourage others to do any of the above.

 

6.4 Prohibited Technical Measures

 

You will not:

  • Except as authorized by law or as permitted by Us: scrape, reproduce, redistribute, create derivative works from, decompile, reverse engineer, alter, archive, or disassemble any part of the Tone House TV Service; or attempt to circumvent any of our security, rate-limiting, filtering, or digital rights management measures;
  • Submit any malicious program, script, or code;
  • Submit an unreasonable number of requests to our servers; or
  • Take any other actions to manipulate, interfere with, or damage the Tone House TV Service.

 

6.5 Restricted Users

 

You may not create or maintain an account if you are a member of a terror or hate group. You may not purchase any goods or software services from Us if you are (a) located in a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a terrorist-supporting country; or (b) listed on any U.S. Government list of restricted parties.

 

  1. Disclaimers

 

YOUR USE OF THE TONE HOUSE TV SERVICE AND ANY PROGRAM IS AT YOUR OWN RISK. TONE HOUSE PROVIDES THE TONE HOUSE TV SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TONE HOUSE DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

Without limiting the above, Tone House makes no representations or warranties concerning:

  • The availability of the Tone House TV Service in a particular jurisdiction.
  • The availability of the Tone House TV Service for any particular device, operating system, or browser.
  • The continued support for a particular feature of the Tone House TV Service.
  • The viewing quality of any Program. Tone House does not guarantee that you will be able to use the Tone House TV Service at all times, or view any Program uninterrupted, error-free or displayed at any particular resolution. The quality of your viewing experience depends on a number of factors, including your viewing device and the quality of your Internet connection.
  • The content of any Program or the suitability of any Program for any audience. All opinions and statements expressed by or in Programs (or related materials) are those of Tone House and/or persons involved in the production of the Program.
  • The continued availability of any Program or the availability of particular Program within a subscription channel. Programs may be withdrawn at any time without notice.
  • Tone House’s actions or omissions with respect to your personal information.

 

Tone House may provide links to third-party websites. Tone House is not responsible for the content of, or any interactions or transactions that may take place on or through, any such third party website.

 

  1. Limitation of Liability

 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TONE HOUSE, ITS PARENT, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS, AND SUPPLIERS SHALL NOT BE LIABLE FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES; OR (II) DAMAGES EXCEEDING THE GREATER OF $100 USD OR THE AMOUNTS PAID BY YOU TO TONE HOUSE OVER THE 12 MONTHS PRECEDING THE FILING OF YOUR CLAIM.

The foregoing limitations apply to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not Tone House has been informed of the possibility of such damage, and whether a remedy set forth herein is found to have failed its essential purpose. Some jurisdictions may not allow the exclusion of certain warranties or the exclusion or limitation of liability as set forth above, so these limitations above may not apply to you.

 

  1. Indemnification

 

You shall indemnify, defend, and hold harmless Tone House and its parent, directors, officers, employees, representatives, consultants, agents, and suppliers from any liability, claim, demand, judgments, damages, losses, and costs (including reasonable attorneys’ fees) arising from: (i) your unauthorized use of any Program (ii) your breach of this Agreement or violation of any law or third-party right; or (iii) Tone House’s use of any content or feedback that you submit to the Tone House TV Service.

 

  1. Arbitration Agreement; Jury Waiver; Class Action Waiver

 

You and Tone House agree to arbitrate all disputes between you and Tone House or its affiliates, except disputes relating to the enforcement of Tone House’s or its affiliates’ intellectual property rights, which shall be brought in accordance with Section 11. “Dispute” includes any dispute, action, or other controversy between you and Us concerning the Tone House TV Services, whether in contract, tort, including negligence, warranty, statute, or regulation, or other legal or equitable basis. You and Tone House empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this Agreement, including the arbitrability of any dispute and any claim that all or any part of this Agreement are void or voidable.

In the event of a dispute, you or Tone House must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute to Tone House Fitness LLC, 32 E 31st Street, New York, NY 10016. We will send any notice of dispute to you at the contact information that We have for you. You and Tone House will attempt to resolve a dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, you or We may commence arbitration. You may also litigate a dispute in small claims court if the dispute meets the requirements to be heard in small claims court, whether or not you negotiated informally first; provided, however, that you comply with the other requirements set forth in Section 11 (including, but not limited to, Choice of Law and Choice of Venue for Litigation; Jury Trial Waiver).

If you and Tone House do not resolve the dispute by informal negotiation or in small claims court, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. Arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.

Unless the arbitrator finds that the arbitration was frivolous or brought for an improper purpose, Tone House will pay all filing, AAA, and arbitrator’s fees and expenses. You and Tone House agree to pay its own attorneys’ fees. Arbitration shall be initiated and take place at a reasonable location agreed to by the parties in New York County, New York, and you and Tone House agree to submit to the personal jurisdiction of the state and federal courts located there, in order to compel arbitration, stay proceedings pending arbitration, or confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither you nor Tone House will seek to have a dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration.

 

  1. General Provisions

 

  1. Choice of Law. Any disputes relating to this Agreement or your use of the Tone House TV Service will be governed by the laws of New York State and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.

 

  1. Choice of Venue for Litigation; Jury Trial Waiver. Any proceeding to enforce the Arbitration Agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that the Arbitration Agreement is for any reason held to be unenforceable, any litigation shall be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the exclusive jurisdiction of those courts for such purposes and, to the extent permitted by law, both Tone House and you WAIVE ANY RIGHT TO A TRIAL BY JURY in such an action.

 

  1. No Waiver. The failure of Tone House to exercise or enforce any term of this Agreement will not constitute a waiver of such term.

 

  1. Severability. If any term of this Agreement is held invalid or unenforceable, that term will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining terms will remain in full force and effect.

 

  1. No Third Parties. No third parties shall have any rights under this Agreement, except that Producers may enforce the terms herein against you, and indemnified parties may enforce indemnification rights.

 

  1. Force Majeure. Tone House shall not be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.

 

  1. U.S. Export Compliance. You may not use the Tone House TV Service if (i) you are personally subject to U.S. government sanctions or (ii) you are located in a country that is subject to U.S. Government sanctions such that your use of the Tone House TV Service would violate U.S. law. You represent and warrant that you are not subject to such sanctions.

 

  1. Entire Agreement. This Agreement incorporates by reference the Privacy Policy. Except for links to these documents, links to pages on the Tone House website or any third party materials are for convenience only and do not form part of this Agreement. This Agreement sets forth the entire understanding between you and Tone House concerning your use of the Tone House TV Service and supersedes all prior agreements regarding the same. This Agreement may only be modified by Us. Any changes will be posted to the Tone House website and will apply prospectively.

 

Contact Us: If you have any support questions, please contact Us at info@ToneHouse.com. You must send any notices of a legal nature to Us at:

 

Tone House Fitness New York LLC

Attn: Legal Department

32 East 31st Street

New York, NY 10016

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