CHANGES TO THE TERMS
These Terms may change as we continue to evolve our business, as well as the Site or any portion thereof. If we change these Terms, we will post the revised document here and such changes will be effective immediately upon that posting. Your continued use of the Site constitutes your acceptance of such changes and agreement to be bound by the modified Terms, and so we recommend that you review these Terms periodically when accessing or using the Site.
These terms were last updated: March 7, 2017
ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
Informal Dispute Resolution
Our goal is to do our best to ensure that every experience with Project by Equinox will exceed your expectations. If that doesn’t happen, we hope you will give us the opportunity to try to address any problem or concern. To do so, please contact us at email@example.com. When contacting us, we ask that you include your name, address, phone number and email address, and a description of your problem or concern and any specific relief you seek.
By using the Site, you and Project by Equinox agree to submit any and all Disputes (as defined below) to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (“Arbitration Agreement”). Arbitration shall be before either (1) JAMS (formerly known as Judicial Arbitration and Mediation Services), www.jamsadr.com, or (2) the American Arbitration Association (“AAA”), www.adr.org. If you initiate arbitration, you shall have the choice as between these two arbitration forums; if Project by Equinox initiates arbitration, it shall have the choice as between these two arbitration forums.
WE EACH AGREE THAT, EXCEPT AS PROVIDED IN THE DEFINITION OF DISPUTES BELOW, ANY AND ALL DISPUTES WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT BY A JUDGE OR JURY, IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.
Class Action Waiver
By using the Site, you agree that the arbitration of any Dispute (as defined below) shall be conducted on an individual, not a class-wide basis, and that no such arbitration proceedings may be consolidated with any other arbitration or other legal proceedings involving Project by Equinox or any other person. You further agree that you, and anyone asserting a claim through you, will not be a class representative, class member, or otherwise participate in a class, representative, or consolidated proceeding against Project by Equinox. We and you agree that the arbitrator of any Dispute between us may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claim (such as a class action, representative action, consolidated action or private attorney general action).
If the foregoing class action waiver (“Class Action Waiver”) or any portion thereof is found to be invalid, illegal, unenforceable, unconscionable, void or voidable, then the Arbitration Agreement will be unenforceable, and the Dispute will be decided by a court. Any claim that all or part of the Class Action Waiver is invalid, illegal, unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
Definition of Dispute
Except as described below, the term “Dispute” in this Arbitration Agreement and Class Action Waiver means any dispute, claim, or controversy between you and Project by Equinox regarding any aspect of your relationship with Project by Equinox, whether based in contract, statute, regulation, ordinance, tort (including without limitation fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal, statutory or equitable theory, and includes the validity, enforceability or scope of these Terms, except for the scope, enforceability and interpretation of the Arbitration Agreement and Class Action Waiver.
However, the term “Dispute” SHALL NOT include personal injury claims or claims for lost, stolen, or damaged property. Any such claims are not subject to arbitration and the Arbitration Agreement and Class Action Waiver.
How Will the Arbitration Work?
Either you or Project by Equinox may initiate arbitration proceedings. The arbitration will be conducted before a single arbitrator. The arbitration will be an individual arbitration, and shall in no event be commenced as a representative or class arbitration.
If you or Project by Equinox initiate arbitration, you and we have a choice of doing so before JAMS or the AAA:
For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267.
Which particular rules apply in AAA arbitration will depend on how much money is at issue. For less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes/Consumer Arbitration Rules will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879.
If required for the enforceability of the Arbitration Agreement under the Federal Arbitration Act, Project by Equinox will pay all arbitrator’s costs and expenses. If not, those costs will be paid as specified in the above-referenced rules.
Where Will the Arbitration Be Held?
You can bring the arbitration in either New York or in the state where you live if there is a JAMS or AAA in that state. In the event that Project by Equinox initiates an arbitration, it will only do so in the state where you live before either JAMS or AAA, unless there is no JAMS or AAA in your state, in which case Project by Equinox may initiate the arbitration in New York. As set forth in “Governing Law” section below, the arbitrator will apply New York law.
ACCESS TO THE SITE
You are solely responsible for any charges incurred in obtaining access to the Site, including without limitation charges from your Internet service provider and/or wireless carrier. While you may be able to purchase certain goods or services through the Site, the Site itself is currently provided for free. Project by Equinox reserves the right to change the nature of this relationship at any time, without prior notice or liability to you. In addition, we reserve the right to limit access to portions of the Site to users with registered accounts.
Project by Equinox has no obligation to maintain the Site, in whole or in part, nor does it have any obligation to provide you with any related maintenance or support services. Project by Equinox reserves the right to render the Site, in whole or in part, temporarily or permanently unavailable or to otherwise terminate, suspend access to, replace, or modify the Site or any portion thereof, at any time and for any or no reason, without prior notice or liability to you. Any Content or other information made available on or through the Site is also subject to change at any time and without prior notice or liability to you.
Some portions of the Site may invite or require you to create an account and associated log-in credentials, and you may not be able to access certain features, functionalities, or services of the Site, without creating and logging into such an account. You agree to provide true, accurate and current information when creating an account, and you are responsible for updating your account information as needed to ensure it remains current. You are responsible for maintaining the confidentiality of your log-in credentials, and you hereby acknowledge and agree that you are fully responsible and liable for all usage and activities that occurs under your account, whether authorized by you or not. You agree to notify Project by Equinox immediately if you know of or suspect any unauthorized use of your account or password or any other breach of security related to your account. Notwithstanding anything to the contrary in these Terms, Project by Equinox reserves the right to deny the creation of, suspend access to or terminate any account(s), or to remove or modify Content, features, functionalities and/or services available to account holders, at any time in its sole discretion and without prior notice or liability to you.
USING THE SITE
Subject to your compliance with these Terms, Project by Equinox gives you the limited, non-exclusive, non-transferable, and revocable right to access and use the Site solely for your personal and non-commercial use. However, Project by Equinox does not give you any right to, and you hereby agree not to:
Use the Site or any portion thereof for any commercial use or for the benefit of any other person or entity, including without limitation by selling, renting, leasing, assigning, transferring, hosting, or otherwise commercially exploiting the Site or any portion thereof.
Copy, stream, reproduce, duplicate, archive, store (other than standard browser caching), download, publish, modify, make derivative works of, reverse engineer, translate, or distribute the Site or portion thereof by any means, other than as expressly allowed by these Terms or as otherwise clearly contemplated by the features and functionalities of the Site – for example, by sharing Content through a social media “share” feature.
Remove, alter, bypass, avoid or circumvent any copyright, trademark or other proprietary notice, digital rights management mechanisms or other content protection measures included in or associated with the Site or any Content. Similarly, you may not modify, remove, or otherwise interfere with any embedded player that may made available in connection with certain Content.
Use any software robots, spiders, crawlers, or similar data mining, gathering or extraction tools or methods, whether automated, programmed or manual, including without limitation to access, acquire, copy, monitor or make submissions through any portion of the Site.
Knowingly or intentionally take any other action that may impose an unreasonable burden or load on the Site or its servers and infrastructure.
Any unauthorized use by you, or otherwise under your account or on your computer or personal device, of the Site any portion thereof will immediately terminate the limited rights granted to you under these Terms, and such termination will be without prejudice to any other right or remedy Project by Equinox may have under applicable law or in equity.
As between you and Project by Equinox, Project by Equinox owns the Site and all content displayed or made available on or through, or otherwise included in, the Site, including without limitation all text, video clips, audio clips, graphics, trademarks, service marks, trade names, logos, icons, images, data, information, code and software, regardless of whether registered or unregistered, and any combinations and compilations thereof (collectively, “Content”). The Site and Content, including the selection, coordination, arrangement and enhancement of Content and the design, layout and “look and feel” of the Site, constitute valuable intellectual property of Project by Equinox, and are protected by applicable copyright, trademark and other applicable intellectual property rights and laws.
The Site and Content are licensed, not sold, to you, and your limited rights to access and use the Site and Content are conditioned upon your compliance with these Terms. No act of downloading or copying from, or otherwise using, the Site, even with Project by Equinox’s permission, will transfer any title, interest or right in or to the Site or Content to you. Project by Equinox hereby expressly reserves all rights not expressly granted in and to the Site and Content.
COMMENTS; NO UNSOLICITED IDEAS
We welcome your feedback regarding the Site, as well as your experience at our location, or with our services, products and other offerings. However, please understand that any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, "Comments") posted on, submitted through, or otherwise sent to Project by Equinox as a result of, the Site shall become and remain the property of Project by Equinox. Your posting, submission or sending of any such Comments shall constitute an assignment to Project by Equinox of all worldwide right, title and interest, including all intellectual property rights, in and to the Comments, and Project by Equinox will be entitled to use, reproduce, disclose, publish, distribute and otherwise exploit any Comments for any purpose whatsoever, without restriction or liability and without notifying or compensating you in any way, and you hereby agree to waive any and claims against Project by Equinox in connection with the foregoing.
All Comments will be treated as non-confidential, and therefore you agree not to post, submit or send to Project by Equinox, on an unsolicited basis, any ideas, confidential information, proprietary information or other Comments that you do not wish to assign to Project by Equinox, including without limitation ideas for new or improved products, services, technologies, marketing, advertisements promotions or other services, products or offerings and any original creative materials such as stories, videos, computer code, images or artwork (all of the foregoing, collectively, “Unsolicited Ideas”). Please understand that while we sincerely appreciate the enthusiasm and interest in our company and brand, it is the long-standing policy of Project by Equinox to not accept or consider any Unsolicited Ideas. We employ a talented staff of employees, and have existing relationships with outside consultants or vendors, who may be working on the same or similar ideas. The intent of this policy against the acceptance consideration of Unsolicited Ideas is to avoid the possibility of future misunderstandings when projects developed by our staff, consultants or vendors might seem to others to be similar to your own work.
If, despite this policy, you nonetheless chose to post, submit or otherwise send to Project by Equinox any Unsolicited Idea, by doing so you acknowledging and agreeing that: (1) you are not posting, submitting or sending any confidential or proprietary information; (2) Project by Equinox has no obligation to review or use the Unsolicited Idea or to keep it confidential; and (3) Project by Equinox will consider the Unsolicited Idea as a Comment assigned to and owned by Project by Equinox, which it may use, reproduce, disclose, publish, distribute or otherwise exploit for any purpose whatsoever, without restriction or liability and without notifying or compensating you, and you hereby agree to waive any and claims against Project by Equinox in connection with the foregoing.
THIRD PARTY SITES
While we endeavor to provide the best digital experience we can, including without limitation by offering accurate and current information, we cannot and do not guarantee that the Site or any portion thereof will always be fully-functional, current or accurate. For up-to-date information on location hours, class schedules, and any other information regarding Project by Equinox, its operations, classes, events, and/or offerings, please contact us as at firstname.lastname@example.org.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND THAT THE SITE, AND ALL ASPECTS THEREOF, ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. PROJECT BY EQUINOX MAKES NO REPRESENTATIONS OR WARRANTIES, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (1) WARRANTIES OF MERCHANTABILITY, TITLE, AVAILABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE; (2) WARRANTIES THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR OPERATE WITH THE DEVICES, HARDWARE OR SOFTWARE YOU USE; OR (3) WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE WILL BE AVAILABLE, UNINTERRUPTED, CURRENT, OR FREE FROM INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
LIMITATIONS OF LIABILITY
You agree that, to the maximum extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Site is to stop using and, where applicable, uninstall the Site.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROJECT BY EQUINOX, ITS PARENTS, SUBSIDIARIES OR OTHER AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, AGENTS, SUCCESSORS AND ASSIGNS (COLLECTIVELY, “EQUINOX PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION FOR LOSS OF USE, LOST DATA, LOST BUSINESS OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SITE, OR THESE TERMS.
IN ADDITION, IF AND TO THE EXTENT PROJECT BY EQUINOX IS LIABLE FOR ANY DIRECT DAMAGES FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE SITE, OR THESE TERMS, THEN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF PROJECT BY EQUINOX FOR SUCH DIRECT DAMAGES WILL BE LIMITED TO TEN DOLLARS ($10.00 USD). Except for any liability of Project by Equinox under the forgoing paragraph, you acknowledge and agree that the other Equinox Parties will have no liability to you for any direct damages arising out of the Site or these Terms.
You agree to defend, indemnify and hold the Equinox Parties harmless from and against any claims, liabilities, losses, damages, costs and expenses (including without limitation reasonable attorneys' fees), arising out of or in connection with: (1) your access to and/or use of the Site or any portion thereof; (2) your Comments or Unsolicited Ideas; (3) your failure to comply with these Terms or with any applicable law, rule or regulation; (4) your infringement, misappropriation or violation of the Site or Content or of any third party’s intellectual property right; or (5) any activity occurring by or through your account, whether taken by you or another person accessing or using your account, with or without authorization.
Project by Equinox will use reasonable efforts to notify you of any claim, action or proceeding subject to the foregoing paragraph once it becomes aware of it, but any failure to provide you with notice shall not limit your indemnification obligations unless you can establish actual prejudice resulted from such failure. Project by Equinox reserves the right, at your expense, to assume the exclusive defense and control of any claim, action or proceeding for which you are required to provide indemnification, and you agree to cooperate with our defense of these claims. You may not settle any claims, actions or proceedings for which you are required to provide indemnification, without Project by Equinox’s prior written consent.
You may terminate these Terms at any time by ceasing to access and use the Site and, where applicable, uninstalling the Site. Please understand, however, if you subsequently decide to resume accessing and using any of the Site, you will again be bound by the then-current Terms. We may terminate these Terms, or otherwise terminate, suspend or restrict your access to and use of the Site, in whole or in part, at any time and without prior notice or liability to you, for any reason, including without limitation your failure to comply with any portion of these Terms.
However, even after these Terms have been terminated, the sections titled “Arbitration Agreement and Class Action Waiver,” “Intellectual Property,” “Comments; No Unsolicited Ideas,” “Privacy,” “Disclaimers,” “Limitations of Liability,” “Indemnification,” “Governing Law,” “General” and any other provision which by its nature is intended to survive, will survive termination of these Terms.
Project by Equinox’s corporate offices are located at 895 Broadway, New York, NY 10003, Attn: Project by Equinox. If you have questions regarding Project by Equinox, these Terms, or our Site, please email us at email@example.com. Your feedback is always welcome and appreciated.