1. Legal Agreement
Thank you for visiting YogiChocolate (or “Site”). The Agreement set forth in this document applies to all visitors to our Site (“Users”) and all individuals supplying content to our Site (“Content Providers”) and constitutes a binding, legal agreement (“Agreement”) between the Users and Content Providers and YogiChocolate. By using the Site, you accept the terms and conditions described below, and you warrant and represent that you have the legal capacity to enter into this Agreement.
2. Introduction
YogiChocolate is an online portal that serves to facilitate and promote yoga through audio and video learning. Our Site exists as a resource for content producers to distribute their works and for users to purchase digital content. Digital content (“Content”) may consist of information, data, text, software, music, sound, photographs, graphics, video, messages or other materials.
3. User Information
User information including First Name, Last Name, Email Address used to make purchase, and optionally a Phone Number are the only contact details we store for our records. Passwords and credit card information is not stored on our servers.
4. Privacy Policy
Click here to read Privacy Policy.
5. Community Use
You understand that Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, the User, and not YogiChocolate, are entirely responsible for all Content that you upload, post or otherwise transmit via the Site.
All Users agree not to use the Site to:
1. Upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
2. Harm others in any way;
3. Use to market or sell Content in a manner that would be considered “spam” (including emails, faxes, text messages, telephone messages, blog posts);
4. Interfere with the operation of the Site via the use of viruses, programs or technology designed to disrupt or damage software or hardware;
5. Employ a robot, spider or other process or device to harvest email addresses or other User information or to monitor the activity on the Site.
6. Transmit or post Content that violates the terms described in the section of this Agreement specifically dedicated to Content.
In addition to complying with all restrictions on conduct and Content, you are responsible for adhering to all local and national laws that pertain to your location, wherever you are. Please understand that we will remove any and all material that we feel is inappropriate or illegal, or offensive, or harmful in any respect. At our discretion, we will remove Content and/or ban Users who violate our policies from the Site.
6. Restrictions on Use of Content
YogiChocolate’s Content is provided solely for your personal and non-commercial use. You agree not to resell, copy, or redistribute YogiChocolate’s Content. Failure to adhere to this agreement constitutes an offense punishable by law.
If you purchase Content from the Site, you agree to the following restrictions with respect to each acquired Content and the information contained therein:
1. You may not resell the Content or otherwise profit from its use or display.
2. You may not copy, adapt, redistribute, reconfigure, modify, or create derivative work from the Content.
3. The Content Providers for YogiChocolate retain ownership of the copyrights or other licenses in the Content. You agree not to allow any other party to: resell, redistribute, sublicense, assign, delegate, or otherwise transfer this Agreement, the Content, any part thereof, or any related rights or obligations hereunder, to any third party.
4. Do not remove or obscure any proprietary rights notices contained in or on the Content.
7. Returns
Because YogiChocolate provides creator-controlled publishing capabilities, the company cannot accept responsibility for the quality of the Content purchased, its formatting, design or overall appearance. Our staff approves the visual presentation and Content of the first upload. Our staff does not monitor or check individual Content prior to publication through our web site thereafter.
8. Content
As a Content Provider distributing your work through YogiChocolate, you retain your copyright in the Content. You do, however, grant YogiChocolate the non-exclusive license right to post, display, copy, sell, and distribute that Content. YogiChocolate also reserves a license right to excerpt your Content for use in marketing materials, providing that we credit you, and to make minor modifications to the Content for technical or editorial reasons. This will include YogiChocolate’s right to offer free samples of the Content in a manner that we see fit. These samples will not exceed 10% of Content length or 15 minutes, whichever is shorter. YogiChocolate also reserves the right to make limited, royalty-free copies of Content for the purposes of marketing and promotion such as the demonstration of system capabilities to potential Content Providers, investors and partners.
As a Content Provider distributing Content through YogiChocolate, you represent and warrant that the Content:
1. Is owned by you, or to the extent owned by someone else that you have obtained that party’s express permission, to provide the Content to YogiChocolate for use, copying and distribution under the license in this Agreement;
2. Does not violate any copyright, trademark, trade secret or other intellectual property right;
3. Does not invade any individual’s right of privacy or publicity;
4. Does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or-deep breath-otherwise objectionable,
5. Does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
6. Does not break the law, facilitate the breaking of the law, or violate any applicable regulation or YogiChocolate rule or policy;
7. Does not offer or disseminate fraudulent goods, services, schemes, or promotions, or promote domain names, URLs, or hyperlinks that constitute commercial content such as that found in advertising, promotions, or solicitations;
That if any of the above representations and warranties set forth directly above are not true, that you will indemnify YogiChocolate for any breaches or misrepresentations, takings or misappropriations, infringement or piracy of the Content, including any and all damages, attorney’s fees and other expenses related to any such misrepresentation or breach of warranty.
To the best of your knowledge, all purported factual information in the Content you upload is true and accurate, and the use of any information in the Content will not result in personal injury to any User. Content Providers are prohibited from using YogiChocolate to impersonate another person or entity or to forge any e-mail communication or message. Despite all this, YogiChocolate cannot guarantee the accuracy, integrity or quality of Content.
YogiChocolate maintains high standards for Content submitted to the Site. The mission of YogiChocolate is to educate and inspire and we reserve the right to remove or refrain from publishing any content that we feel does not meet our quality standards and/or does not serve educational or inspirational purposes. Content Provider’s should look to the Site’s existing inventory of Content as a guideline as to which forms of Content are acceptable for publication.
9. Payment Terms
For each sale of Content Provider’s Content for which we receive payment, YogiChocolate will pay Content Provider a 40% royalty amount (“Royalties”) of gross sales for Provider’s Content. Royalties will be paid monthly based on payments actually received by YogiChocolate for the Content Provider’s Content during the prior month. Such payments will be made on the 1st day of each month for the previous month.
YogiChocolate may approach third-parties (or “Partners”) regarding distributing Content via sub-licensing arrangements. Content Provider will be notified if such arrangements are being made. Content Provider reserves the right to choose not to agree to arrangements. Should Content Provider agree to sub-licensing arrangements, YogiChocolate will pay a commission of 30% gross revenues received from Partners unless a separate arrangement has been made between YogiChocolate and Content Provider.
If you have published and sold Content on the Site, you may request a sales report at any time and such a report will be provided to you within 5 (five) business days of our receipt of your request.
If YogiChocolate owes you less than $50 for Content sales within a given month, we reserve the right, at our discretion, to roll Royalties forward to the following month until $50 is reached. If your account is inactive or terminated and we are unable to contact you using the contact information provided, we may also, at our discretion, charge a $50 termination fee to cover administrative costs. No later than 15 days following the end of a month, YogiChocolate will make a good faith effort to pay you, using the contact information in our records.
If your Content generates Royalties of greater than $600.00 in a tax year and you are a US citizen or resident such Royalties paid to you by YogiChocolate hereunder are subject to income taxation in the United States. YogiChocolate will require you to provide taxpayer information as required by the United States Internal Revenue Service (“IRS”) for the purpose of issuing a 1099 form for your earnings. If Royalties paid to you by YogiChocolate hereunder are not subject to income taxation in the United States, you will be required to confirm this fact. By so confirming you hereby (i) represent and warrant that all such Royalties are not subject to income taxation in the United States; (ii) agree to forever release YogiChocolate and its representatives from all obligations and liability in connection with filing a 1099 form with the IRS for such Royalties; and (iii) agree to indemnify, defend, and hold YogiChocolate and its representatives harmless from and against any and all claims arising out of or relating to taxation of such Royalties, including, but not limited to, payment thereof. Absent such confirmation, the provisions of the first sentence of this paragraph shall apply to all Royalties paid to you by YogiChocolate hereunder.
10. Removing Content and/or Terminating Membership
You can remove Content from YogiChocolate if you no longer wish to distribute it through the Site. The exceptions to your ability to remove Content are as follows:
1. Content that you have granted permission to other Users to incorporate into collaborative projects. If Content has been incorporated into another work for sale on YogiChocolate, then the derivative work remains available even when the original work is retired.
2. Content retained in our archives to the extent required by our data backup systems.
3. Content that has been made available to sub-licensees to the extent that it is required to remain for sale through the sub-licensee.
4. Content that you have made available to Users will remain available for 30 days from date of purchase via email link sent to User purchaser and to User who has purchased and downloaded your Content on their personal electronic devices.
YogiChocolate does not retain any residual rights to removed Content other than those outlined above.
If you choose to terminate your relationship as a Content Provider, the terms above regarding the status of your Content remain applicable.
11. International Users
YogiChocolate makes no representation that material on the Site is appropriate or available at locations outside of the United States. User may not use the Site or export the contents in violation of U.S. export regulations. If you access this Site from a location outside of the United States, you are responsible for compliance with all applicable local laws.
12. Operation of Site
YogiChocolate may at its discretion suspend or terminate operation of the Site for maintenance or other reasons. In addition, for maintenance reasons, because of technical issues or for other reasons we may make YogiChocolate unavailable from time to time. YogiChocolate makes no commitment, warranty or guarantee that the Site will operate in a timely, uninterrupted or error-free manner, or that the Site will meet User’s purposes but in any event will do our best to ensure that it meets your requirements for satisfaction.
YogiChocolate may also in its discretion modify the features, availability, operation and/or look and feel of the Site from time to time without notice to our users. As noted above, we will remove Content or Users we deem to be in violation of our Terms of Service.
13. Disclaimers
The Site and all software, services, information, materials, forums, tools and Content provided or offered on the Site are provided or offered by YogiChocolate and its third-party licensors and content providers on an “as-is”, “as-available” basis, without representation or warranty of any kind by YogiChocolate, including but not limited to the implied warranties of merchantability, non-infringement and fitness for a particular purpose. Without limiting the prior statement, YogiChocolate cannot vouch for the quality, accuracy, completeness, or currentness of any Content or information sold or provided through the Site.
14. Limitation of Liability
In no event shall YogiChocolate or any of its officers, employees, directors, affiliates, agents or third-party licensors and content providers be liable to you or anyone else for any special, consequential, indirect, cover, punitive, incidental or similar damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of the Site, Content on the Site, or any transaction entered hereunder, whether in contract, tort or otherwise, even if YogiChocolate or one of its officers, employees, affiliates or agents has been advised of the possibility of such damages. You agree that the liability of YogiChocolate, officers, employees, its affiliates, and agents, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with any transaction entered hereunder or the Site shall not exceed the amount you paid to YogiChocolate in connection with the transaction giving rise to such claim. Any action under this Agreement must be commenced within one (1) year after such cause of action occurs.
15. Not Medical Care
The information and products provided on YogiChocolate are for informational purposes. Reviews of the information and products should never be used as a substitute for the advice of trained medical personnel. Certain sections of YogiChocolate have articles on health, fitness, exercise, diet, nutrition, weight loss, diseases and conditions. The articles are the opinions of the authors. These articles are for informational purposes and should not be used as medical advice, diagnosis or treatment. YogiChocolate and its featured teachers are not a substitute for medical advice. You are encouraged to consult your physician or other trained medical personnel before starting any yoga program, diet, fitness program, exercise program, sport program, supplementation, psychological analysis, weight loss or regarding medical symptoms or advice. YogiChocolate is not engaged in rendering medical advice, diagnosis, treatment or professional services. Any medical decisions should be made in consultation with your physician or other trained medical personnel. We will not be liable for any complications, injuries, loss, or other medical problems arising from, or in connection with, the use of, or reliance upon any information or products on this web site.
16. Proprietary Rights
YogiChocolate is the owner of all intellectual property rights, including all copyright, patents, and trademarks, associated with YogiChocolate, including all associated software, text, graphics, and logos, but exclusive of content provided by third parties, which are owned by the licensors of such content. User agrees not to modify, copy, distribute or reverse engineer any of the software included on the Site. YogiChocolate and its third-party licensors reserve all rights not expressly granted in this Agreement.
17. Miscellaneous Legal Stuff
This Agreement is binding. No amendments or modifications may be made except as set forth in the Agreement and Amendments section below or in a written document, signed by both parties. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.
This User Agreement and all rights appurtenant hereto shall be fully transferable or assignable by YogiChocolate, in whole or in part, by operation of law, by virtue of an acquisition or merger of YogiChocolate, or otherwise, without any consent of User. YogiChocolate without any additional notice or consent on the part of User may enter into any agency or sub-distribution or superdistribution agreements with respect to the Content or other materials of User. Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective Parties hereto.
Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.
The parties agree that any dispute involving YogiChocolate related to this Agreement or the Site that cannot be settled by good faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator with experience in computer/technology matters and in the publishing industry. The decision of the arbitrator shall be legally binding and shall be enforceable in any court of competent jurisdiction.
Each party shall be excused from performance and shall not be liable for any delay caused by the occurrence of any contingency beyond the reasonable control either of the excused party or its subcontractors or suppliers, except for obligations to make payments hereunder. These contingencies include, but are not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, act of public enemy, failure or delay in transportation, act of any government affecting the terms hereof, accident, fire, explosion, flood, severe weather or other act of God. This Agreement does not designate either party as the agent, employee, legal representative, partner or joint venturer of the other party for any purpose whatsoever.
18. Term
This Agreement is effective until terminated. YogiChocolate may terminate or suspend this Agreement immediately if in YogiChocolate’s sole judgment User breaches any of the terms and conditions of this Agreement. All provisions of this Agreement relating to payment, disclaimers, limitation of liability, indemnification, confidentiality, and proprietary rights shall survive termination or expiration of this Agreement.
19. Agreement and Amendments
By completing the registration process and using the Site, you are indicating that you have the full power and authority to enter into and perform in accordance with the terms of this Agreement. You also agree that this Agreement is a legal, valid and binding obligation, and that its terms and conditions can be enforced. We encourage you to print and keep a copy for reference.
YogiChocolate may change the terms in this Agreement from time to time. As a User you are responsible for reviewing these terms each time you make a purchase and by making a purchase it is implied that you agree to the terms of this Agreement. As a Content Provider you are responsible for reviewing these terms each time you submit a class to be uploaded for sale on the Site and by submitting your class it is implied that you agree to the terms of this Agreement. If you do not agree to be bound by any future changes, you should promptly notify YogiChocolate and discontinue your use of the Site. If you use the Site after YogiChocolate has posted a change to these terms on the Site, you are agreeing to be bound by all of the changes.
This Terms of Service was last modified on January 16th 2011.