These Terms are effective and were last updated on May 1st, 2022. Oneleaf, operated by Oneleaf SAS, 7 PL DE L HOTEL DE VILLE 93600 Aulnay-sous-bois, France.
1. GENERAL INFORMATION
1.1 ONELEAF PRODUCTSThese Terms & Conditions (these “Terms”) contain the terms and conditions on which we supply content, products or services listed on www.oneleafhealth.com (the “Website”), through our applications (the “Apps”) or via other delivery methods to you (the Website and such content, products, services and the Apps are collectively referred to herein as the “Product” or “Products”, which may be updated from time-to-time at the sole discretion of Oneleaf). Please read these terms and conditions, carefully before ordering any Products from the Website or third party App stores (e.g. the Apple App Store, the Android Play Store, Amazon, etc.). The terms “Oneleaf,” “us” or “we” refers to Oneleaf, operated by Oneleaf SAS, 7 PL DE L HOTEL DE VILLE 93600 AULNAY-SOUS-BOIS. The term “Device” refers to the device which is used to access the Products including but not limited to computers, smart phones and tablets. The term “you” refers to the user of the Products. When you order (“Order”) any Products, or otherwise use or access the Products, you agree to be bound by these Terms and all applicable laws, rules and regulations. You may also be asked to click “I accept” at the appropriate place prior to your purchase of access to the Products. At such time, if you do not click “I accept”, you may not be able to complete such purchase or gain such access. By using the Products, you indicate that you accept these Terms and that you agree to abide by them. If you do not agree to these Terms, please refrain from using the Products. Our contact email address is email@example.com All correspondence to Oneleaf including any queries you may have regarding your use of the Products or these Terms should be sent to this contact email address.
1.2 ARBITRATION NOTICE AND CLASS ACTION WAIVER PLEASE NOTE THAT IF YOU ARE A U.S. RESIDENT, THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THE ARBITRATION CLAUSE, YOU AND ONELEAF AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE PRODUCTS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1.3 BASIS OF LICENSE (a) These Terms and the Order set out the whole agreement between you and us for the supply of the Products. In order to participate in certain Products, you may be required to agree to additional terms and conditions; those additional terms are hereby incorporated into these Terms. Where such terms are inconsistent with these Terms, the additional terms shall control.
(b) Please check that the details in these Terms and on the Order are complete and accurate before you use or commit yourself to purchase the Products. If you think that there is a mistake, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by an officer of Oneleaf.
(c) AS PART OF YOUR USE OF THE PRODUCTS, YOU AGREE TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN THE UNITED STATES, INCLUDING THE PROCESSING AND STORING OF YOUR PERSONAL INFORMATION IN THE UNITED STATES FOR THE PURPOSES OF PROCESSING PAYMENTS AND TRACKING INDIVIDUAL USE OF THE PRODUCTS. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE INFORMATION YOU PROVIDE TO US AND THE INFORMATION WE PROVIDE TO YOU IN CONNECTION WITH YOUR USE OF THE PRODUCTS IS NOT PROTECTED HEALTH INFORMATION SUBJECT TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”).
1.4 CHANGES TO TERMS Oneleaf reserves the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting to www.oneleafhealth.com. Your continued use of the Products constitutes your agreement to abide by the Terms as changed. If we make material changes to these Terms, we will make reasonable attempts to notify you of such changes or updates by additional means, such as pop-up or push notifications within the Products or email.
2. MEDICAL AND OTHER IMPORTANT DISCLAIMERS
2.1 Oneleaf is a provider of online and mobile meditation, hypnosis, mindfulness, sleep and movement content in the health & wellness space. WE ARE NOT A HEALTH CARE OR MEDICAL DEVICE PROVIDER, NOR SHOULD OUR PRODUCTS BE CONSIDERED MEDICAL ADVICE. We cannot and do not give you medical advice and the Products are not intended to treat, diagnose, cure, or prevent any disease. Only your physician or other health care provider can do that. Oneleaf makes no claims, representations or guarantees that the Products provide a physical or therapeutic benefit. Hypnosis Recordings are not meant to replace medical or psychological treatment or consultation. We strongly recommend that you consult your own health care provider regarding any diagnosis, findings, interpretation or course of treatment. You should not stop taking any medications without speaking to your health care provider. If you think you or another individual maybe suffering from any medical condition you should seek immediate medical attention. If you have a serious medical condition, question, or concern please consult with your physician. Ask about hypnosis and work with your physician to choose the right treatments for you. We do not offer therapy for emotional or mental disorders. Oneleaf uses avocational or vocational self-improvement and does not offer therapy for behavioral, emotional or mental disorders. When listening to hypnosis recordings, do so in a safe place, preferably where you will not be disturbed for the duration of your recording. Never listen to recordings or practice self-hypnosis while driving in a car, operating machinery, or doing anything else that requires your attention for safety reasons. There is in no way any guarantees on success rates, outcomes or results. Individual results vary. All All Products & Services and instructions rendered by Oneleaf are intended to be educational in nature, providing information, instruction, support and encouragement. Again, instructions and information given by Oneleaf is not a substitute for medical attention, either physical or mental in nature. Oneleaf are not licensed physicians or licensed mental health therapists. Services rendered are held out to the public as non-therapeutic hypnotism, defined as the use of hypnosis to instill positive thinking and the capacity for self-hypnosis. Oneleaf does not represent its services as any form of medical, behavioral or mental health care. By law, no claims of health benefits are made for said services. You acknowledge and agree that you have voluntarily agreed and consentedto participate in the Oneleaf Product of your choice. Following any use of the Products, whetherwritten or interactive, you are solely and exclusively responsible forobtaining follow-up or on-going care from any health care professionals.
2.2 Any health information and links on the Products, whether provided by Oneleaf or by contract from outside providers, is provided simply for your convenience. Oneleaf does not recommend or endorse any specific medical tests, products, procedures, medical treatments, mental health treatments, therapy approaches, individual therapists or mental health providers, opinions, or other information that may be mentioned, written about or featured on the Products or linked to from the Products. Reliance on any information provided by Oneleaf or its affiliates, partners, service providers or contractors, or employees is solely at your own risk.
2.3 Any advice or other materials in the Products are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical advice based on your individual condition and circumstances. The advice and other materials we make available are intended to support the relationship between you and your healthcare providers and not replace it. Do not disregard, avoid, or delay obtaining medical or health related advice from a health care provider because of something you may have read on the Products. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.
2.4 There have been rare reports where people with certain psychiatric problems like anxiety and depression have experienced worsening conditions in conjunction with intensive meditation practice or intensive / regular Hypnosis practice. If you experience any of these conditions in connection with your use of the Products, contact your health care providers. People with existing mental health conditions should speak with their health care providers before starting a meditation or Hypnosis practice.
2.5 The information contained in the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Products or the information contained on the Products for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
2.6 The information contained onthis Website or provided through Products has not been evaluated by the Food and Drug Administration.
3. MEMBERSHIPS AND SUBSCRIPTIONS
3.2 USE OF ONELEAF BY MINORS PROHIBITED
You must be 18 years of age, or the age of majority in your province, territory or country, to sign up as a registered user of the Products. Individuals under the age of 18, or the applicable age of majority, may view the audiovisual content displayed in the Products only with the involvement and consent of a parent or legal guardian, under such person's account, and otherwise subject to these Terms.
As a Oneleaf Member you will receive access to certain sections, features and functions of the Products that are not available to non-members. By agreeing to become a Member you may receive occasional special offer, marketing, and survey communication emails with respect to the Product. You can easily unsubscribe from Oneleaf commercial emails by following the opt-out instruction in these emails. Oneleaf membership accounts and subscriptions are not transferable and therefore you agree to not sell, transfer, or exchange membership accounts or subscriptions in any way or under any circumstance. This expressly applies to any discounted, subsidized, or free accounts or subscriptions.
(a) Oneleaf account holders may access the Products via “Oneleaf Programs”, a subscription fee-based program, which gives access to all content within each program. You will only have access to Oneleaf Programs while your paid subscription is active. You may have access to a free trial period of each Oneleaf program, which automatically converts to a paid annual or monthly subscription term after a certain period of time. In such instances, you can disable the automatic conversion by following the cancellation instructions set forth in section 3 prior to the date of conversion. You may access Oneleaf Programs in the following ways: by purchasing a program or a subscription to the Products from the Website, within the Apps, where allowed by the App marketplace partners, or through a bundle with one or more of our bundle subscription partners. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If you purchase a subscription through the Google Play store, the sale is final and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds. If you purchase through one or more of our bundle subscription partners, the purchase may be further subject to the Terms and Conditions of such partners, and payment and management of the bundle subscription may be administered by them. (b) You may access Oneleaf Programs via a one time fee or, if available, a subscription option. (c) Where offered, our “Monthly” subscription is paid in monthly installments. For each month that your monthly subscription is active, you acknowledge and agree that Oneleaf is authorized to charge the same credit card as was used for the initial subscription fee or other payment method as set forth in section
2.5(h) (the “Payment Method”). The monthly renewal subscription fees will continue to be billed to the Payment Method you provided until cancelled. You must cancel your subscription before it renews in order to avoid billing of the next month’s subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial-month subscription period.
(d) Where offered, our “Yearly” subscription is paid for by an upfront payment with automatic annual renewals. You acknowledge and agree that Oneleaf is authorized to charge the Payment Method used for (i) the initial annual subscription fee at the rate secured at the time of purchase, and (ii) the non-discounted renewal subscription fee(s). You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.
(e) You agree to promptly notify Oneleaf of any changes to the Payment Method you provided while any subscriptions remain outstanding. You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions purchased by you.
(f) In the course of your use of the Products, Oneleaf and its third party payment service provider may receive and implement updated credit card information from your credit card issuer in order to prevent your subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to Oneleaf and Oneleaf’s third party payment service provider at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer. (i) Our obligation to provide the Products only comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and send you an email to confirm your access to the subscription purchased. Please quote the Order number in all subsequent correspondence with us. Prices in US Dollars and Euros include local taxes. All prices in Pound Sterling include VAT unless otherwise stated. You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Products purchased through Oneleaf for commercial purposes.
4.3 PROMOTION AND DISCOUNT CODES
Any promotion code or offer provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Products, except where expressly stated otherwise. Previous users or trial users of the Products do not qualify as new users. Unless otherwise set forth in the terms of any promotion, all pricing promotions or discounts will apply to the initial period of the subscription, and any renewals will be charged at the non-discounted rate for the type of subscription purchased. ANY TRIAL, PROMOTION, OR TEMPORARY MEMBERSHIP (“TRIAL”) THAT PROVIDES FULL OR PARTIAL MEMBERSHIP ACCESS TO THE SERVICES IS MADE AVAILABLE ONLY TO INDIVIDUALS 18 YEARS OF AGE OR OVER WITHIN THE SPECIFIED TIME PERIOD (“TRIAL PERIOD). TRIALS ARE ONLY FOR THE TRIAL MEMBERS’ PERSONAL USE AND MAY NOT BE SHARED OR RESOLD. YOU MAY BE REQUIRED TO PROVIDE YOUR PAYMENT METHOD WHEN REGISTERING FOR THE TRIAL OR OTHERWISE DURING THE TRIAL. FEES SHALL BE WAIVED OR DISCOUNTED DURING THE TRIAL PERIOD IN ACCORDANCE WITH THE ASSOCIATED OFFER.FOR TRIALS THAT CONVERT TO PAID PRODUCTS AT THE END OF THE TRIAL, IF YOU DO NOT WISH TO CONTINUE WITH SUCH PAID PRODUCT, YOU MUST CANCEL YOUR TRIAL PRODUCT BEFORE THE END OF THE TRIAL PERIOD IN ORDER TO AVOID BEING CHARGED THE APPLICABLE PRODUCT FEE. YOU MAY CANCEL YOUR PAID PRODUCT BY EMAILING US AT HELLO@GETONLEAF.COM.
3.5 DEVICE REQUIREMENTSTo enjoy Oneleaf via your smartphone or other Device, your Device must satisfy certain system requirements. These requirements can be found on the Website and the Google, Apple and Amazon App marketplaces.
3.6 CHANGING FEES AND CHARGES
We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you.
4. CANCELLATION OF SERVICES
4.1 CANCELLATION BY YOU
(a) You may cancel a Monthly subscription at any time. Cancellation is effective at the end of the applicable monthly period. Please make any such cancellation by emailing firstname.lastname@example.org. (b) You may cancel a Yearly subscription plan at any time. Cancellation is effective at the end of the applicable annual period. Additionally, our Yearly subscription plan is offered with a 30-day money back guarantee, which entitles you to a full refund upon cancellation and emailing email@example.com to request a refund. Such refund requests must be made within the first 30 calendar days from your first date of payment. You are entitled to one refund only. After your refund, any future subscriptions will no longer qualify for the 30-day money back guarantee. No such refunds will apply to subsequent renewals of the Yearly subscription or subscriptions purchased through the Apple iTunes Store or our iPhone application, or the Google Play Store or our Android application. (c) Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, you may cancel your subscription by cancelling automatic renewal of paid In App Subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify. If you purchase a subscription through the Google Play store you may cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play.
4.2 CANCELLATION BY US
We may suspend or terminate your use of the Products as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Products.
5. PROHIBITED USE OF THE PRODUCTS
5.1 You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves. You agree not to interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products. You may not access the Products in an unauthorized manner. 5.2 You agree not to impersonate any other person while using the Products, conduct yourself in an offensive manner while using the Products, or use the Products for any illegal, immoral or harmful purpose. 5.3 By breaching the provisions of this section 4, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately. 5.4 You agree not to use the Products for any purposes related to scientific research, analysis or evaluation of the Products without the express written consent of Oneleaf.
6. MATERIALS OFFERED THROUGH THE PRODUCTS
6.1 COPYRIGHT(a) All materials (including software and content whether downloaded or not) contained in the Products are owned by Oneleaf (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission. (b) You acknowledge and agree that certain materials on or in the Products are the property of third party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions of section 12 against you. (c) Audio or video content from Oneleaf not explicitly indicated as downloadable may not be downloaded or copied from the Products or any Device. (d) The Products are not intended for your commercial use. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges. You must not use any part of the materials used in or on the Products for commercial purposes without obtaining a written license to do so from us. Material from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. You agree not to use the Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken for any illegal or unauthorized use of the Products. (e) A limited amount of content may be marked and authorized for the user to share in their personal social channels (Facebook, Twitter, etc.). With respect to content made available by Oneleaf through the Products that is specifically identified as available for distribution by you (“Distribution Content”) as part of your blog or other online commentary, analysis or review (“User Commentary”), Oneleaf grants you a limited right to download, reproduce and distribute Distribution Content over the internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g. a change in video format or file size) provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content in the Products, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain trackers that enable us to collect information with respect to the distribution and consumption of such content. (f) You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products. If you make other use of the Products, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Oneleaf will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
Oneleaf®, the Oneleaf logo and all other Oneleaf product or service marks are trademarks of Oneleaf. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed on the Products is strictly prohibited. Oneleaf will enforce its trademark rights to the fullest extent of the law, including the seeking of criminal prosecution.
7. AVAILABILITY OF PRODUCTS
7.1 Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free.
7.2 Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore the Products as soon as we reasonably can. We will not be liable to you if the Products are unavailable for a commercially reasonable period of time. In the event that the Products are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order by emailing firstname.lastname@example.org.
8. USER MATERIAL
8.1 The Products may let you submit material to us: for example, you may be able post comments or images in certain functions or features of the Product. In these Terms, we use the term “User Material” to refer to any publicly available material of any kind that you submit to us, including text, files, images, photos, video, sounds and musical or literary works. User Material does not include the account information, Product purchase, or Product use information which you provide in registering for and using Products.
8.2 This section 7 sets out the rights and obligations that each of us have in connection with User Material. If you review or submit User Material, you are agreeing to do so in accordance with these Terms. If you do not want to review or submit User Material in accordance with these Terms, then you should not do so.
8.3 We do not systematically review User Material submitted by you or other users. We are not responsible for the content of User Material provided by you or any other user. We do not necessarily endorse any opinion contained in such material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy.
8.4 We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products, particularly where User Material breaches this section 7, and we may do this with or without giving you any prior notice.
8.5 We may link User Material or parts of User Material to other material, including material submitted by other users or created by Oneleaf or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise Oneleaf. You acknowledge that we may indirectly commercially benefit from use of your User Material.
8.6 Each time you submit User Material to us, you represent and warrant to us as follows: (a) You own your User Material or have the right to submit it, and in submitting it you will not be infringing any rights of any third party, including intellectual property rights (such as copyright or trademark), privacy or publicity rights, rights of confidentiality or rights under contract. (b) Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate. (c) Your User Material does not advertise any product or service or solicit any business. (d) Your User Material does not identify any individual (including by way or name, address or a still picture or video) under the age of 18 and if User Material identifies any individual over the age of 18, you have that person’s consent to being identified in exactly that way in your User Material; and in submitting your User Material you are not impersonating any other person. (e) You will not collect email addresses of users for the purpose of sending unsolicited email. (f) You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets or attempt to impersonate another user or person. (g) You will not engage in any automated use of the system, such as using scripts to alter our content. (h) You will not, without authorization, access, tamper with, or use non-public areas of the Products, Oneleaf’s computer systems, or the technical delivery systems of Oneleaf’s providers. (i) Except as necessary to maintain your own computer security by use of commercial-off-the-shelf anti-virus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Products or any other Oneleaf system or network or breach any security or authentication measures.
8.7 We are entitled to identify you to third parties who claim that their rights have been infringed by User Material you have submitted.
8.8 User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of privacy. We do not claim any ownership rights in User Material. However, by submitting User Material you hereby grant Oneleaf an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the User Material you post on the Products, or any portion thereof, and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. Oneleaf may include your User Material in Oneleaf’s Distribution Content that is made available to others through the Products. Be aware that Oneleaf has no control over User Material once it leaves the Products, and it is possible that others may duplicate material found on the Products, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Oneleaf and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.
8.9 Any inquiries, feedback, suggestions, ideas, other information which is not part of your use of the Products or User Material that you provide to us (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. By transmitting, uploading, posting, e-mailing, or otherwise submitting Submissions to the Products, you grant, and you represent and warrant that you have the right to grant, to Oneleaf an irrevocable, perpetual, non-exclusive, royalty free, worldwide license to use, telecast, copy, perform, display, edit, distribute and otherwise exploit the Submissions, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, and without the requirement of any permission from or payment to you or to any other person or entity, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing without any payment of money or any other form of consideration to you or to any third party. You also acknowledge that your Submissions will not be returned to you and that Oneleaf has no obligation to acknowledge receipt of or respond to any Submissions. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission. You agree to indemnify Oneleaf and its affiliates for all claims arising from or in connection with any claims to any rights in any Submission or any damages arising from any Submission.
9. LINKS TO WEBSITES/HOME PAGE
9.1 We may provide links to other websites or services for you to access. You acknowledge that any access is at your sole discretion and for your information only. We do not review or endorse any of those websites or services. We are not responsible in any way for:(a) the availability of, (b) the privacy practices of, (c) the content, advertising, products, goods or other materials or resources on or available from, or (d) the use to which others make of these other websites or services. We are also not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services.
9.2 You may link to our home page, 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. You must not establish a link from any website that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of the Products unless you have written permission to do so from Oneleaf. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of material on or in the Products other than that set out above, please address your request to email@example.com
10. END USER LICENSE
10.1 Subject to the terms of this license agreement (“License Agreement”), as set out in this section 11, and these other Terms, and your payment of applicable subscription fees, Oneleaf grants you a limited, non-exclusive, revocable license to stream, download and make personal non-commercial use of the Products.
10.2 The Products contain or embody copyrighted material, proprietary material or other intellectual property of Oneleaf or its licensors. All right, title and ownership in the Products remain with Oneleaf or its licensors, as applicable. The rights to download and use the Products are licensed to you and are not being sold to you, and you have no rights in them other than to use them in accordance with this License Agreement and our other Terms.
10.3 You agree that you will not and you will not assist or permit any third party to: (a) Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Products in any way, or create derivative works of the Products; (b) Use the Products or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever; (c) Rent, lease, loan, make available to the public, sell or distribute the Products in whole or in part; (d) Tamper with the Products or circumvent any technology used by Oneleaf or its licensors to protect any content accessible through the Products; (e) Circumvent any territorial restrictions applied to the Products; or (f) Use the Products in a way that violates this License Agreement or the other Terms.
10.4 You may not make the Products available to the public. The Products made available (in whole or in part) are owned by Oneleaf or its licensors and your use of them must be in accordance with these Terms.
11. GENERAL TERMS AND CONDITIONS
11.1 ASSIGNMENT BY US
Oneleaf may transfer its rights and obligations under these Terms to any company, firm or person at any time if it does not materially affect your rights under it. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.
11.2 INDEMNITY BY YOU
You agree to defend, indemnify and hold Oneleaf and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from (i) your negligent, reckless, or willful misuse of the Products, (ii) your placement or transmission of any message, content, information, software, or other submissions through the Products, (iii) any third-party claims of bodily injury, death, or damage to real or tangible personal property caused by your negligent or more culpable acts or omissions related to your use of the Products; or (iv) your breach or violation of the law or of these Terms. Oneleaf reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Oneleaf defense of such claim.
11.3 WARRANTIES AND LIMITATIONS
(a) This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
(b) We warrant to you that any Product purchased from us will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.
(c) We warrant that we will use reasonable skill and care in making the Products available to you during your subscription.
(d) Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall Oneleaf be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products, unless caused by Oneleaf’s gross negligence, recklessness, or willful misconduct.
(e) The Products and their content are otherwise provided on an “as is” basis and we make no representations or warranties of any kind with respect to them, including as to the accuracy, completeness or currency of the Products or their content. We assume no liability or responsibility for any errors or omissions in the content of the Products, or any failures, delays, or interruptions in the provision of the Products. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Products to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Products. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Products. We make no warranties or representations that your use of content and information posted on the Products will not infringe rights of third parties. (f) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.
11.4 NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
13.5 FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.
11.5 INTERPRETATIONIn these Terms, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
11.6 ELECTRONIC COMMUNICATIONS
(a) Applicable laws require that some of the information or communications we send to you should be in writing. When using the Products, you agree to transact with us electronically, and that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Products. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
(b) In order to retain a copy, please select “Print,” and select the appropriate printer. If you do not have a printer, you can copy the text and the underlying agreement(s) and paste them into a new document in a word processor or a text editor on your computer and save the text.
(c) You have the right to receive a paper copy of the communications. To receive a paper copy, please request it by emailing us at firstname.lastname@example.org
(d) We may charge you a reasonable service charge to mail you a paper copy of any communication. We will either include such service charge on our fee schedule or we will first inform you of the charge and provide you with the choice as to whether you still want us to send you a paper copy. Please be sure to state that you are requesting a copy of the particular communication.
11.8 ENTIRE AGREEMENTThese Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.
11.9 THIRD PARTY RIGHTSA person who is not party to these Terms will not, subject to section 12 (DMCA), have any rights under or in connection with these Terms.
11.10 LIMITATION OF ONELEAF’S LIABILITY
The limitations and disclaimers in these Terms do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. (a) We will use reasonable endeavors to remedy faults in the Products. If we fail to comply with these Terms, your sole and exclusive remedies and our entire obligation and liability to you will in no circumstances exceed the actual amount paid by you for the Products in question. In addition, we will not be liable for: (i) Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control). (ii) Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing, using or downloading from the Products, or from transmissions via emails or attachments received from us. (iii) Any use of websites linked to the Products but operated by third parties.
(c) Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall Oneleaf be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
11.11 ARBITRATION DISPUTE RESOLUTION AND BINDING ARBITRATION
IF YOU ARE A U.S. RESIDENT, PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH ONELEAF, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ONELEAF INCLUDING A LIMITATION ON THE RIGHT TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM.
(a) Applicability of Arbitration Agreement. If you are a U.S. resident, all disputes arising out of, relating to, or in connection with these Terms or your use of the Products that cannot be resolved informally or in small claims court will be resolved through binding arbitration on an individual basis, except that you and Oneleaf are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
(b) Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association ("AAA"). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules (“AAA Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county of your billing address. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitration institution. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by Oneleaf. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Oneleaf for all monies previously disbursed by it that are otherwise your obligation to pay under 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 decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
(c) Authority of Arbitrator. The arbitrator will have exclusive authority to decide the jurisdiction of the arbitrator, including any unconscionability challenge or other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator shall also have the exclusive authority to determine the rights and liabilities, if any, of you and Oneleaf. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award all remedies available under applicable law, the arbitral forum's rules, and the Terms. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Oneleaf.
(d) Jury Trial Waiver. Except where not permitted by law, you and Oneleaf waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. Rather, you and Oneleaf elect to have claims and disputes resolved by arbitration. In any litigation between you and Oneleaf over whether to vacate or enforce an arbitration award, you and Oneleaf waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.
(e) Class Action Waiver. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND ONELEAF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR CONSOLIDATED ACTION. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Oneleaf are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in section 13.13 below.
(f) Opt-out. YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT.
If you do so, neither you nor Oneleaf can force the other to arbitrate. To opt-out, you must notify Oneleaf in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, and the email address you used to set up your Oneleaf account (if you have one), and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to one of the following physical or email addresses: Oneleaf, Inc., ATTN: Arbitration Opt-out, 2415 Michigan Avenue, Santa Monica, CA 90404; ADR@Oneleaf.com (g) Small Claims Court. Notwithstanding the foregoing, either you or Oneleaf may bring an individual action in small claims court. (h) Public Injunction Exclusion. Notwithstanding the foregoing, you may pursue a claim for public injunctive relief either in court or through arbitration. (i) Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Oneleaf.
11.12 EXCLUSIVE VENUETo the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Oneleaf agree that all claims and disputes arising out of or relating to the Terms or the use of the Products will be litigated exclusively in the state and federal courts located in Los Angeles California. You and Oneleaf consent to the personal jurisdiction of both courts. To the extent that applicable law prevents certain disputes from being resolved in a California court, then you can file those disputes in your local courts.
13.14 CHOICE OF LAWFrench law governs these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims. If you are U.S. resident, the laws of Delaware and the United States govern these Terms and any disputes arising out of or relating to these Terms or their subject matter
13.15 SEVERABILITYIf any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.