Satori Mindfulness Terms of Service

1.             Overview

1.1           These terms and conditions (Terms and Conditions) record an agreement between you and Satori Mindfulness Pty Ltd ACN 657 809 311  (Satori, we, us, ours) for the purposes of you using the Satori Mindfulness service (Satori Services).

1.2           The Satori Services are prepaid yoga classes to be booked by parents and guardians of persons aged between 5 to 17 years (Student, Students). The Satori Services allows you to book pre-recorded, live interactive online, and in person yoga classes for Students delivered by certified yoga instructors.

1.3           The Satori Services are available to any Student under the age of 18 provided that the Satori account is operated by the parent or legal guardian of the Student, in which case these Terms and Conditions are binding upon the Student and the parent or legal guardian of the Student.

2.             Use

2.1           To use the Satori Services you must provide the following information:

(a)            A valid email address;

(b)            A phone number;

(c)            A valid Australian credit card, bank account or National Disability Insurance Scheme details for payment purposes;

(d)            In respect of each Student, the Student’s

(i)             Full name; and

(ii)            Date of birth.

(e)            Any other information required to complete the account establishment process.

(Client Data).

2.2           Failure to supply correct Client Data may result in you being unable to use the Satori Services as intended.

2.3           If a Student has any health conditions that may limit their ability to participate in the Satori Services, you must notify us when providing Client Data. We accept no liability for any loss, damage, or harm caused to a Student by use of the Satori Services.

2.4           You must update your Client Data if there are any changes to ensure that it is current and accurate at all times.

2.5           We may use the Client Data for the purpose of providing the functionality of the Satori Services and any related purpose. We may share the Client Data with other parties, including stakeholders and suppliers for this purpose.

2.6           When purchasing Satori Services you will be asked to provide a contact email address. An activation email will be sent to this address together with your password and login details.

2.7           We will collaborate with you to perform and complete all required onboarding actions and steps to allow you to commence using the Satori Services.

2.8           You are responsible for maintaining the security of your login and account information (including the password).  We are not liable for any loss or damage from your failure to comply with this security obligation.

2.9           You are responsible for all activities that occur on your account, and we will not be liable for any loss or damage from activities on your account.

2.10        You must use the Satori Services for its intended purpose.  You may not use the software for any illegal or unauthorised purpose, including the transmission of malware, or to violate any laws in your jurisdiction, including but not limited to copyright laws.

2.11        You must provide your own yoga mat for all yoga classes we provide.

2.12        All Client Data will be stored and maintained by or on behalf of us in accordance with Australian law.

2.13        Our use of any personal information provided within the Client Data will be in accordance with our Privacy Policy available at www.satoriyoga.com.au (Website).

3.             Operation

3.1           Operation of the Satori Services requires you to follow the operating instruction provided by us.

3.2           As a user of the Satori Services you warrant that you will comply fully with all our operating instructions. Any failure to comply fully with operating instructions may result in the sub-par or faulty performance of the Satori Services.

3.3           We accept no liability, and you release us from any such liability, associated with faults or errors caused by your non-compliance with all operating instructions.

3.4           We may suspend your access to the Satori Services for any one or more periods of time if we are unable to provide the Satori Services due to a fault or dysfunction with our servers.

3.5           We may allow or enable the ability for you to rate and leave reviews of the Satori Services (Reviews). You are responsible for Reviews that you upload to the Satori Services, including their legality, reliability, and appropriateness.

3.6           You shall not upload any content onto the Satori Services that is:

(a)            Unlawful or promoting unlawful activity;

(b)            Defamatory, offensive, discriminatory, obscene, threatening, intending to disgust, inciting violence, or otherwise objectionable;

(c)            Spam, machine, or randomly generated;

(d)            Constituting unauthorised or unsolicited advertising, chain letters, or any form of lottery or gambling;

(e)            Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment; or

(f)             Otherwise not appropriated or suited for the intended function of the Satori Services.

3.7           We reserve the right at our absolute discretion to determine whether any uploaded content or Reviews are appropriate and compliant with these Terms and Conditions, and to refuse or remove any of your Reviews.

4.             Fees and payment

4.1           The price to purchase any Satori Services is pursuant to this clause 4 (Class Fee). You must complete any forms required by us to enable us to process payment of the Class Fee.

4.2           The Class Fee will be the amount stipulated by us on the pricing page of the Satori website at the Website. Any Class Fee payable for the Satori Services is in line with the amount set out on the Website and is subject to change from time to time, at the absolute discretion of Satori.

4.3           New Students will, at Satori Service’s discretion, be entitled to a one-time 7 day free trial.

4.4           We may utilise third party payment processors to process and remit payments of Class Fees. Payments submitted through the third party payment processing service are subject to the payment processor’s terms and conditions. We are not liable for any issues, including charges from your financial institution, which may arise as a result of this service.

4.5           You authorise us or any third-party service provider to debit your account at the relevant financial institution connected with the payment details identified and provided in your Client Data for payment of all Class Fees.

4.6           The Class Fee is payable by you in full at the time you order any available package or subscription. Details of which are set out on the Website upon ordering any amount of classes, as per the details on the Website.

4.7           Once paid, the Class Fee:

(a)            Is non-refundable; and

(b)            May not be applied for the benefit of a different Student,

unless otherwise agreed by Satori Services at its discretion.

5.             Term and Termination

5.1           These Terms and Conditions apply to your use of the Satori Services continuous and anew each time you use the Satori Services.

5.2           We can permanently or temporarily suspend your access to the Satori Services immediately and without notice if you are in breach of any of these Terms and Conditions.

6.             Intellectual Property

6.1           Your access to the Satori Services is pursuant to a non-exclusive license between you and us which is granted subject to these Terms and Conditions. Nothing in these Terms and Conditions or otherwise creates an assignment of any rights in the Satori Services beyond the ability to use it for its intended use.

6.2           Nothing in these Terms and Conditions or otherwise creates the right for you to sublicense the Satori Services, or your access to the Satori Services.

6.3           By accepting these Terms and Conditions you undertake not to reverse engineer, replicate, or otherwise copy the Satori Services. We reserve all our rights to seek compensation, damages, injunctions, or any other remedy available to us at law if any attempt to do so, whether successful or unsuccessful, is made by you, your business or its members, employees, officers, affiliates, customers, or anyone else.

6.4           All intellectual property and ownership rights subsisting in the Satori Services (including the user interface and the software comprising the Satori Services), the data derived from use of the Satori Services, and any other documentation, information or materials that are supplied by the Satori Services to you, remain the exclusive property of us or our third-party licensors.  For the avoidance of doubt, nothing in this agreement assigns any ownership rights to you.

6.5           Nothing in these Terms and Conditions allows you to replicate, duplicate, copy, record or otherwise reproduce any of the Satori Service as a whole. For the avoidance of doubt nothing in this agreement allows you to use the Satori Service to establish a similar or competing business utilising the same, or substantially the same lesson structures and procedures as the Satori Service.

7.             Modifications to the Satori Services

7.1           We reserve the right to modify or discontinue, temporarily or permanently, the Satori Services and its other products and services with or without notice.

8.             Warranties

8.1           By using the Satori Services, you represent and warrant to us that we will not be liable for any direct or indirect expense, damage or injury (including indirect loss of revenue, profits, goodwill or business opportunity) howsoever caused, including arising directly or indirectly from or in connection with your use, or a Student’s use of the Satori Services.

8.2           Subject to any of the rights you may have under Australian Consumer Protection Law, we exclude to the fullest extent possible all implied terms and warranties, whether statutory or otherwise, relating to the Satori Services or any other matter under these Terms and Conditions.

8.3           By using the Satori Services, we warrant to you that all yoga instructors delivering Satori Services to any Student will have the requisite Working With Children Check as required under any relevant legislation.

9.             Limitation of Liability and Indemnity

9.1           The Satori Services is made available to you on an “as is” basis. We make no warranties, representations or conditions of any kind, express, statutory or implied as to:

(a)            The operation and functionality of the software;

(b)            the accuracy, integrity, completeness, quality, legality, usefulness, safety and IP rights of any of the software content;

(c)            Any loss or damage arising out of a Transaction; and/or

(d)            the products and services associated with the software or its content.

9.2           You agree to defend, indemnify and hold harmless us, our members, managers, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of:

(a)            Your access to or use of the Satori Services;

(b)            Your violation of this agreement; and

(c)            Any infringement by you of any intellectual property or other right of any person or entity.

9.3           Your use of the Satori Services is at your own discretion and risk, and you will be solely responsible for any resulting loss or damage. Some jurisdictions do not allow the exclusion of certain warranties, the limitation or exclusion of implied warranties, or limitations on how long an implied warranty may last, so the above limitations may not apply to you. If you reside in such a jurisdiction, the above limitations shall apply to you to the fullest extent permitted under applicable law.

9.4           You acknowledge that your use of the Satori Services is at your own risk and that we are not responsible or in any way liable for:

(a)            Any injuries obtained during the provision of any Satori Services;

(b)            Any medical treatment or subsequent expenses that may be required as a result of a Student using the Satori Services;

(c)            Any injuries that occur as a result of the provision of an unsafe or unsatisfactory space for a Student to engage in the Satori Services.

9.5           You acknowledge and accept:

(a)            Yoga classes are not a substitute for medical treatment;

(b)            We do not represent, warrant or otherwise suggest to you that The Satori Services are a substitute for medical treatment;

(c)            You are responsible for the safety of the relevant Student and the space in which they undertake the yoga classes we provide;

(d)            Yoga classes require physical exertion, and we are in no way liable for any injury, impact or medical treatment required by a Student as a result of undertaking any yoga classes we provide;

(e)            Participation in yoga classes may pose a risk to a Student’s health; and

(f)             You are responsible for assessing whether a Student is medically sound to undertake any yoga classes we provide.

9.6           Our maximum aggregate liability to you for any claims, damages, injuries or causes whatsoever, and regardless of the form of action will at all times be limited to the greater of (i) the amount paid, if any, by you to us in connection with the Satori Services in the 2 months prior to the action giving rise to liability or (ii) $1.00.

10.          General

10.1        To the extent permitted by law, we reserve the right to create, collect and / or store any metadata resulting from your use of the Satori Services. To the extent permitted by law, we may use metadata for a variety of functions including (but not limited to) conducting investigations, helping us manage and administer the Satori Services, for purposes of search engine optimisation and to drive traffic to the Satori Services.  To the extent permitted by law, we reserve the right to share your information (including metadata) with government agencies and authorities to the extent this is required or requested of us.

10.2        You understand that we use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, payment gateway and related technology required to run the Satori Services.

10.3        You must not modify, adapt or hack the Satori Services or modify another website or software so as to falsely imply that it is associated with the Satori Services or with us.

10.4        You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Satori Services, use of the Satori Services, or access to the Satori Services without our prior express written permission. We claim all copyright and all other intellectual property rights over the Satori Services and our other products and services and reserves all of our rights.

10.5        Verbal, physical, written or other abuse (including threats of abuse or retribution) of any of our employees, members, representatives, or officers may result in immediate termination of your access to the Satori Services.

10.6        We do not warrant that:

(a)            The Satori Services will meet your specific requirements;

(b)            The Satori Services will be uninterrupted, timely, secure, or error-free;

(c)            Any errors in the Satori Services will be corrected.

10.7        You expressly understand, agree and warrant that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from:

(a)            the use or the inability to use the Satori Services;

(b)            unauthorised access to or alteration of your transmissions or data;

(c)            or any other matter relating to the Satori Services.

10.8        Any failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. The Terms and Conditions constitutes the entire agreement between you and us and govern your use of the Satori Services, superseding any prior agreements between you and us.

10.9        Any part of these Terms and Conditions that is invalid, prohibited or not enforceable will not void the balance of the Terms and Conditions.  All other parts will be enforced without regard to the invalid provision and continue to be valid in accordance with their terms.

10.10     We make no representations or warranties that the content of the Satori Services complies with the laws (including intellectual property laws) of any country outside Australia.

10.11     Any queries about the Terms and Conditions should be sent by email to us at hello@satoriyoga.com.au.

10.12     This Agreement is governed by the laws of Victoria, Australia, and any dispute arising out of this Agreement or your use of Satori Services will be subject to the courts of Victoria.