TERMS AND CONDITIONS

Last Modified: July 1, 2020

Thank you for visiting the Website of Dance in Place Company LLC. (“Company“, “We” or “Us“). The following terms and conditions (together with any documents referred to herein known collectively as the “Terms and Conditions”) apply to your access to and use of http://www.danceinplace.com, and all pages hosted therein, including any content, functionality and services offered on or through http://www.danceinplace.com, whether you access our Website and Services through a social networking service, the Website, or through our mobile application (together known as the “Website“), whether as a guest or a registered user (“User“), including all features, functionality and services offered on the Website. These Terms and Conditions also apply to your membership, subscription, and your purchase of products and services from Us.

Please read these Terms and Conditions carefully before you start to use the Website. By using the Website and also by agreeing to the Terms and Conditions when this option is made available to you on the Website, you accept and agree to be bound to and abide to by these Terms and Conditions.

This Website, and the products and services offered on the Website are available to Users who are over the age of 13 and reside in the United States or any of its territories or possessions, or who have the assistance and consent of their parent or guardian. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

IF YOU DO NOT AGREE TO BE BOUND TO THESE TERMS AND CONDITIONS AND THE COMPANY’S PRIVACY POLICY, YOU MUST IMMEDIATELY EXIT AND DISCONTINUE ALL USE OF THE WEBSITE.

Changes to the Terms and Conditions

We may revise and update these Terms and Conditions from time to time in our sole discretion, or as required by law. All changes are effective immediately when we post them and apply to access and use of the Website thereafter. You are expected to check this page from time to time to take notice of any changes We made, as they are binding on you. Your continued use of the Website following the posting of revised Terms and Conditions means that you accept and agree to the changes. Although we will inform you conspicuously on our Website when we make changes to the Terms and Conditions, you are expected to check this page from time to time so you are aware of any changes as they are binding on you.

Accessing the Website and Account Security

Although the Company intends to make the Website and the Services available thereon available at all times, the Company has no liability if, for any reason, the Website is not available to Users. We reserve the right to withdraw or amend this Website, and any product, service, or material We provide on the Website, in our sole discretion without notice. We will not be liable if for any reason, or no reason at all, all or any part of the Website is unavailable at any time or for any period. From time to time, We may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for making all arrangements necessary for you to have access to the Website. You are responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms and Conditions, and that they comply with them. To access the Website or some of the resources that it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or for any other purpose is governed by our Privacy Policy.

If you choose, or you are provided with, a secure user name, password or any other piece of information as part of our security procedures (“Access Credentials”), you must treat those Access Credentials as confidential, and you must not disclose those Access Credentials to any third party. You acknowledge that your account is personal to you and agree not to provide any other person with access to this Website and or its services and products using your Access Credentials. You agree to immediately notify Company of any unauthorized use of your Access Credentials or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your Access Credentials. We have the right to disable any Access Credentials, whether chosen by you or provided by Us, at any time in our sole discretion for any or no reason, including, if in our opinion, you have failed to comply with any provision of these Terms and Conditions.

Intellectual Property Rights

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You are permitted to use the Website for your personal, non-commercial use, for legitimate business purposes related to your role as a current or prospective customer, supplier or distributor of the Company, only. You must not copy, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Website, except to:

• Store copies of such materials temporarily in RAM or in your web browser’s automatic cache, which may occur automatically as a result of the operation of your computer or mobile device.
• Print a reasonable number of pages of the Website for your own personal, non-commercial use. If We provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound to our end user licensing agreement for such applications.
• If you utilize our social media and or social networking features with certain content you may take such actions as are authorized and enabled by such features. By connecting to the Website with a third-party service (i.e. a social media service), you give Us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials used to access that third party service. The Company is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, the Company is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. The Company enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

You must not:

• Modify copies of any materials from the Website.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website.
• Access or use for any commercial purposes any part of the Website or any services or materials available through the Website. You must not reproduce, sell or exploit for any commercial purposes any part of the Website, access to the Website or use of the Website or any services or materials available through the Website.

If you wish to make any use of material on the Website other than as set out in this section, you may request our consent to do so by sending a request via email to: danceinplacecompany@gmail.com. Sending a request for use of material does not automatically confer approval of your request. We reserve all rights with respect to any request for use of the content on the Website.

If you print, copy, modify, download or otherwise use any part of the Website in breach of the Terms and Conditions, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark and other laws.

Company Trademarks

The Company name, the Company logo, and all related names, logos, product and service names service marks, designs and slogans (together “Marks”), are trademarks of the Company or its affiliates or licensors. You must not use the Marks without the prior written permission of the Company. All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

The Company expressly disclaims any right in the intellectual property of advertisers whose content may appear on the Website.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Website:

• In any way that violates any applicable federal, state, local and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company or a Company employee, another user, or person or entity (including, without limitation, the use of e-mail addresses associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.
• To launch any third party attack, hack, penetration, denial of service attack, or breach of any third party website, service or internet asset.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
• Use any bot, spider or other automatic device, process or means, including manual means, to access the Website for any purpose, including monitoring or copying any of the material on the Website, without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any malware, hostile executables, viruses, trojan horses, worms, logic bombs ransomware, or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via any form of denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

If the Company becomes aware of a known or suspected criminal offense committed or suspected of having been committed by a User of the Website, the Company expressly reserves its right to disclose information about the User, including the User’s identity and other Personal Information, as defined in the Privacy Policy, to law enforcement authorities, and to immediately suspend or terminate the User’s right to access and use the Website.

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials (or access thereto) from the Website by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written notice (the “DMCA Notice“) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

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Changes to the Website

We may update the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and We are under no obligation to update such material. We may change the Website at any time with or without notice. We may suspend access to the Website, or close it indefinitely.

Terms of Sale/ Online Purchases

The Company and its Website are designed to allow Users to purchase a subscription to receive dance education each month. Once you create an account and authorize us to charge you, you will become an “Active Subscriber” (if initially placed on the waitlist, you will become a “Subscriber” after you are off the waitlist. For more details about the Service, please see http://www.boxycharm.com. The Company reserves the rights to terminate your membership, to refuse any and all current or future use of the Website or the services or products offered by Us, and not to do business with any anyone, the Company deems appropriate in its sole discretion for any reason.

All purchases through our site or other transactions for the sale of goods, or services or information formed through the Website or as a result of visits made by you to the Website, whether via the actual website on a computer browser, through a mobile application or through a social networking site are governed by these Terms of Sale.

Eligibility

All purchases through our site or other transactions for the sale of goods or services or information formed through the Website or as a result of visits made by you are governed by these Terms and Conditions. The Website is only intended for use of individuals residing within the United States of America and any of its territories or possessions, and we do not receive orders and will not process orders from parties located outside the United States of America and any of its territories or possessions

Subscription Plan

Users may use the Website without incurring any costs or fees. However, Users are given the option of subscribing to the Dance in Place service whereby users agree to receive a subscription for the receipt of a box of dance classes, crafts, and props on a monthly basis (known as the “Service”). You may only subscribe to the Service if, you are 18 years old or older, or over the age of 13 with the assistance and approval of your parent or guardian. The Service currently includes the following subscription plans: Thirty-Five Dollars and .99 cents USD ($35.99) per month (the “Box”). Users may also choose to pre-pay for a Three (3) Month Box.

By subscribing to the monthly Box Service, you are considered a Subscriber of the Service, and you agree to the recurring monthly payment of a Thirty-Five Dollars and .99 cents USD ($35.99) monthly subscription fee, whether monthly or in pre-paid intervals offered by the Website. Once you subscribe (or once a User is off the Waitlist), the Company will process your Thirty-Five Dollars and .99 cents USD ($35.99)  monthly subscription fee for the first month, or your pre-payment for a Three (3) month term, as described below, and every month, or term thereafter, until your subscription is cancelled, without further notice to you or authorization from you.

The Company reserves its right to modify or alter these prices, but will give you notice of any changes made to these prices.

Active Subscriber subscriptions will be automatically extended for successive renewal periods of the same duration as the initial subscription term unless the Active Subscriber expressly cancels the subscription at any time by logging in to the Account Page and selecting ‘Subscriptions’ under ‘Account preferences’, or by emailing Dance in Place at danceinplacecompany@gmail.com with the subject line “UNSUBSCRIBE” from the email you used to create your User account on the Website.

Placing an Order for Products and Services.

To purchase products and or Services from Us via the Website, you are required to provide the Company with information regarding your credit card or other authorized payment instrument. The Company reserves all right, at its sole discretion, to determine what form of payment it will accept. After placing an order on the Website, you will receive an email message from Us acknowledging that We have received your order. This acknowledgment email does not mean that your order has been accepted by Us. Your placed and acknowledged order constitutes an offer to Us to buy a product. All orders are subject to acceptance by Us, and We will confirm such acceptance to you by email that confirms that the product has been dispatched (“Confirmation”). The contract between us and you (“Contract”) will only be formed when we send you the Confirmation email. The Contract will relate only to those products and or services whose dispatch we have confirmed in the Confirmation. We are not obligated to supply any other product that may have been part of your order until the dispatch of such products and/or services has been confirmed in a separate Confirmation. All products ordered through our Website shall be subject to the payment processes described below.

Payment

Certain aspects of the Services and products offered by the Company, for example subscription plans, may be provided for a fee or charge. If you elect to use paid aspects of the Website offered by the Company, you agree to the pricing and payment terms cited on our Website, and as we may update them from time to time. the Company may add new Services for additional fees and charges, or change those fees and charges for existing services at any time in its sole discretion. You may use all major credit cards or debit cards for payment for all products and/or services offered by the Company.

Payments shall be processed through our Website in accordance with the payment information you submit on the Website. The Company reserves the right to withhold payment or charge back to your account any amounts otherwise due to Us, or amounts due to any failure to pay or other breach of these Terms and Conditions by you, pending the Company’s reasonable investigation of such breach. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. All information that you provide in connection with a purchase from the Company or other transaction with the Website must be accurate, complete, and current. You agree to pay all applicable taxes or charges imposed by any government entity in connection with any purchase from the Company.

Disputes with the Company

If you dispute any payment made to the Company you must notify the Company in writing via email or in writing within thirty (30) days of making the payment in dispute. Failure to notify the Company shall result in the waiver by you of any claim relating to such disputed payment. Payment shall be calculated solely based on records maintained by the Company. No other accounting of any kind shall be accepted by the Company or have any effect under these Terms and Conditions. We may withhold any taxes or other amounts from payments due to you as required by law. By accessing the Website and agreeing to these Terms and Conditions, you expressly waive the right to request a chargeback from your credit card company, and acknowledge that your sole recourse for any disputes is through the dispute resolution procedures noted herein.

Cancellation and Refunds

Users may cancel their subscription at any time by contacting Dance in Place at danceinplacecompany@gmail.com, with the subject line “UNSUBSCRIBE”. Users will not be charged for cancellation. Users canceling subscription(s) through their account page must do so prior to the 1st day of the following month (e.g., by July 31st in order to cancel for an August renewal). Users requesting cancellation of subscription(s) via e-mail must do so by the 25th of the previous month to allow for manual processing of the cancellation (e.g., Subscriber must email cancellation request by July 25 in order to cancel their account prior to an August renewal). If an Active Subscriber cancels their subscription, they will still receive products through the end of the then-current subscription term. Active Subscriber’s subscriptions will not be renewed after the then-current term expires. However, you are not and will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. That means if an Active Subscriber cancels their subscription after one (1) month but pre-paid for three (3) months, they will not receive any money back, but will receive two (2) months’ worth of product from the Company. Anyone may re-subscribe at any time following cancellation. The Company does not allow Active Subscriber to pause or suspend its subscriptions.

By using this Website, you understand and agree that you shall receive no refunds and no exchanges for any products provided by the Company once our supplier or We deliver these items to the carrier who delivers these products, unless the product received by you is damaged and/or expired. The Company provides a selection of products which may vary from box to box sent to various Users of the Service. The Company cannot accommodate specific requests for certain products, as the Company operates from a limited inventory of products depending on availability.

Shipping

Currently, Dance in Place ships within the United states (48 contiguous states, excludes Alaska, Hawaii, and Puerto Rico) and Canada. Boxes are shipped within 10 business days after receipt of payment. This is subject to change at any time, and any delays resulting from unforeseen circumstances are not subject to a refund.

Risk of Loss and Title

All products purchased from the Company are transported and delivered to you by an independent carrier not affiliated with, or controlled by the Company. The risk of loss for such products passes to you when the Company or our supplier delivers these items to the carrier. Title to products purchased from the Company passes to you when we receive full payment of all sums due for such products including any shipping and handling charges.

Account Termination

You agree that the Company, in its sole discretion, may suspend or terminate any User account (or any part thereof) or use of the Service, and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use, or if the Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Website or Service, may be referred to appropriate law enforcement authorities. The Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that the Company may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that the Company will not be liable to you or any third-party for any termination of your access to the Service, or any part of the Website.

User Disputes

You agree that you are solely responsible for your interactions with any other User in connection with the Service and the Website, and the Company will have no liability or responsibility with respect thereto. The Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Website or the Service.

Linking to the Website

You may link to our Website homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists without our express written consent. You must not establish a link to this Website from any website that is not owned by you, or for which you lack proper legal authority to establish a link.

The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the homepage. The website from which you are linking must comply in all respects with the Content Standards set out in these Terms and Conditions.

You agree to cooperate with Us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our sole discretion.

This Website may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on the Website.
• Send e-mails or other communications with certain content, or links to certain content, on the Website.
• Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by Us and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions We provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms and Conditions.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements, and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites, which may vary from these Terms and Conditions. The Company expressly disclaims any responsibility for the actions of third parties, even if users of the Website learn about, or access those third parties though the Website.

Geographic Restrictions

The Company (which owns the Website) is based in the state of Pennsylvania in the United States. We provide this Website for use only by persons located in the United States, or any of its territories or possessions. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States, or any of its territories or possessions. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, or any of its territories or possessions, you do so on your own initiative, bear all risk with respect to your access, and are responsible for compliance with all applicable local laws.

Disclaimer of Warranties

You understand that We cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other malicious code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, MALICIOUS CODE, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES, PRODUCTS OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE RELATED TO THE PRODUCTS PROVIDED BY THE COMPANY. ANY REPRESENTATIONS MADE ON THE WEBSITE ARE REPRESENTATIONS MADE BY THE MANUFACTURER OF THE PRODUCTS PROVIDED BY THE COMPANY, AND ARE NOT REPRESENTATIONS OF THE COMPANY. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

YOU EXPRESSLY AGREE AND UNDERSTAND THAT IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH (a) YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (e) ANY OTHER MATTER RELATING TO THE WEBSITE. IN NO EVENT WILL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THE COMPANY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PRODUCT OR SERVICE PROVIDED BY THE COMPANY, OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES PROVIDED BY THE COMPANY.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from your violation of these Terms and Conditions or your use of the Website, including, without limitation, any use of the Website’s content, any User Content created by you, services and products other than as expressly authorized in these Terms and Conditions or your use of any information obtained from the Website. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Governing Law and Jurisdiction

All matters, claims, disputes and controversies related to or arising out of the Website and these Terms and Conditions their subject matter, contents or their formation (in each case, including contractual and non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the State of Pennsylvania without giving effect to any choice or conflict of law provision or rule (whether of the State of PA or any other jurisdiction).

Although these Terms and Conditions expressly bind you and the Company to Arbitration, as indicated below, any legal suit, action or proceeding arising out of, or related to, these Terms and Conditions or the Website which is not expressly subject to the arbitration clause shall be instituted exclusively in the state or federal courts in Franklin County, Pennsylvania although We retain the right to bring any suit, action or proceeding against you for breach of these Terms and Conditions in your country of residence or any other relevant country. You expressly, knowingly and voluntarily agree to waive any and all objections to the choice of law, venue, forum, and exercise of jurisdiction over you by such courts.

Limitation on Time to File Claims

YOU EXPRESSLY AGREE AS A CONDITION TO THE USE OF THIS WEBSITE AND RECEIPT OF ANY PRODUCTS AND SERVICES FROM THE COMPANY THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Arbitration Agreement

As a condition to the use of this Website, you agree to arbitrate all disputes and claims between you and Us. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to:

• claims arising out of or relating to any aspect of the relationship between you and Us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;
• claims that arose before this or any prior agreements (including, but not limited to, claims relating to advertising);
• claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and
• claims that may arise after the termination of this Terms and Conditions.

References to “Dance in Place”, “Company”, “you”, and “us” in this Arbitration Agreement include our respective subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or devices under this or prior agreements between us. Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against Us on your behalf. You agree that, by entering into this Terms of Service, you and the Company are each waiving the right to a trial by jury or to participate in a class action. This Terms of Service evidences a transaction in the interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of this Terms of Service.

A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to the Company should be addressed to Dance in Place LLC, 12350 Nancy Ave, Greencastle PA 17225 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If the Company and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or the Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Company is entitled.

The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”), of the American Arbitration Association (“AAA”), as modified by this Terms of Service, and will be administered by the AAA. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Terms of Service. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of the arbitration provision. Unless the Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The Company will pay all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the AAA Rules. However, if you initiate an arbitration in which you seek more than $75,000 in damages, the payment of these fees will be governed by the AAA rules.

The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees and expenses at any time during the preceding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.

Notwithstanding any provision in this Terms of Service to the contrary, we agree that if the Company makes any future change to this arbitration provision (other than a change to the Notice Address) while you are a user of the Website, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Arbitration Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision.

Waiver and Severability

No waiver of these Terms and Conditions by the Company shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of the Company to assert a right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision.

If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms and Conditions will continue in full force and effect.

Entire Agreement and Assignment

These Terms and Conditions, the Charms Reward Program Terms and Conditions, and our Privacy Policy, constitute the sole and entire agreement between you and the Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website. These Terms and Conditions and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction. Any attempted transmission or assignment in violation hereof shall be null and void.

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