User Agreement
updated September 26, 2007
1. Legal Agreement
Thank you for using YogiChocolate.com (or "Site"). The Member Agreement set forth in this document applies to all visitors to our Site ("Users") and all individuals supplying content to our Site ("Content Providers") and constitutes a binding, legal agreement ("Agreement") between the Users and Content Providers and YogiChocolate.com. By using the Site, you accept the terms and conditions described below, and you warrant and represent that you have the legal capacity to enter into this Agreement.
2. Introduction
YogiChocolate.com is an online portal that serves to facilitate and promote yoga through audio learning. Our Site exists as a resource for content producers to distribute their works and for users to purchase digital content. Digital content ("Content") may consist of information, data, text, software, music, sound, photographs, graphics, video, messages or other materials.
Terms
3. User Registration and Information
We want to make sure that you have completed (or that you will promptly complete, after you read all this) the information in the User Registration form on the Site ("User Information") correctly and completely. In the event that your User Information changes in the future, please be sure to promptly update your User Information on the Site.
You will have the opportunity to select a Password during the User Registration process. You are solely responsible in all respects for: (a) all use of the Site made using your User ID and Password, and (b) maintaining the confidentiality of your User ID and Password. You agree to notify us immediately of any unauthorized use of your User ID or Password or any other breach of security regarding the Site of which you are aware.
4. Privacy Policy
At YogiChocolate.com we are firmly committed to the privacy of our customers. This privacy policy details what information we collect from users and why, as well as how we securely store personal customer information. By using the YogiChocolate.com site you agree to the Privacy Statement detailed below.
How We Protect Personal Customer Information
All personal customer information we collect is stored on our secured server, and the secured server of NamsteInteractive.com. Transaction information you enter is transferred to our secured server utilizing Secure Sockets Layer (SSL) encryption through PayPal, an industry leader in e-commerce encryption technology.
Information We Collect
Anyone can set up an account with YogiChocolate.com. By setting up an account as a student member, you''ll be able to download content and access all areas of the website like the Learn center and The Chocolate Bar. When registering for a new account we collect an Email Address and a Password. These are used for signing in to the site. By being approved as a YogiChocolate.com teacher member, you will be able to upload your classes, post your biography and your photo. As a teacher member, we also collect your First and Last Name. Your First and Last Name helps users to find you using our search tool.
If you forget your password you can click the Forgot Password? link in the Sign In box and then enter your Email Address so a temporary Password can be sent to your Email account. We will also use your Email Address for providing you with confirmations and notifications about your account.
When you donate for downloadable content, PayPal collects your billing address, shipping address, and phone number. To place an order you must enter your credit card information, and it is instantly sent to PayPal for immediate order confirmation. To protect the security of your credit card information we do not store any credit card-related information on our servers. Therefore you will have to re-enter it each time you place an order unless you have a PayPal account in which case all you need to enter is your PayPal User ID and PayPal Password.
In addition to securely storing your customer information we also securely store your download history. By logging into your account you''ll be able to change your member information and review the details of your downloads. All this information is stored on our secured server.
All member information we collect is stored securely and is not shared with other parties. YogiChocolate.com may link to other websites for products and resources, but we are in no way responsible for the privacy practices of the websites we link to.
Our Use Of Cookies
Cookies are small files that are transmitted to your computer through your web browser. YogiChocolate.com uses cookies to allow you to remain logged in when you return to our site and remember who you are when you visit our site. No personal customer information is stored in these cookies. To ensure the proper functionality for using our site it is recommended that you accept cookies. Although if you turn cookies off you can still sign in to our site and use all the features of our site.
5. Community Use
You understand that Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, the User, and not YogiChocolate, are entirely responsible for all Content that you upload, post or otherwise transmit via the Site.
All Users agree not to use the Site to:
1. Upload, post or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another''s privacy, hateful, or racially, ethnically or otherwise objectionable;
2. Harm minors in any way;
3. Use "spam," "blast-faxes," or recorded telephone messages to market or sell Content;
4. Interfere with the operation of the Site via the use of viruses, programs or technology designed to disrupt or damage software or hardware;
5. Employ a robot, spider or other process or device to harvest email addresses or other User information or to monitor the activity on the Site.
6. Transmit or post Content that violates the terms described in the section of this Agreement specifically dedicated to Content.
In addition to complying with all restrictions on conduct and Content, you are responsible for adhering to all local and national laws that pertain to your location, wherever you are. Please understand that we will remove any and all material that we feel is inappropriate or illegal, or offensive, or harmful in any respect. At our discretion, we will remove Content and/or ban Users who violate our policies from the Site.
6. Restrictions on Use of Content
YogiChocolate''s Content is provided solely for your personal and non-commercial use. You agree not to resell, copy, or redistribute YogiChocolate''s Content. Failure to adhere to this agreement constitutes an offense punishable by law.
If you purchase Content off of the Site, you agree to the following restrictions with respect to each acquired Content and the information contained therein:
· You may not resell the Content or otherwise profit from its use or display.
· You may not copy, adapt, redistribute, reconfigure, modify, or create derivative work from the Content.
· The Content Providers for YogiChocolate retain ownership of the copyrights or other licenses in the Content. You agree not to allow any other party to: resell, redistribute, sublicense, assign, delegate, or otherwise transfer this Agreement, the Content, any part thereof, or any related rights or obligations hereunder, to any third party.
· Do not remove or obscure any proprietary rights notices contained in or on the Content.
7. Returns
Because YogiChocolate provides creator-controlled publishing capabilities, the company cannot accept responsibility for the quality of the Content purchased, its formatting, design or overall appearance. Our staff approves the visual presentation and Content of the first upload. Our staff does not monitor or check individual Content prior to publication through our web site thereafter.
Content Provider Agreement Terms
8. Content
As a Content Provider distributing your work through YogiChocolate.com, you retain your copyright in the Content. You do, however, grant YogiChocolate the non-exclusive license right to post, display, copy, sell, and distribute that Content within the limitations you set during the publishing process. YogiChocolate.com also reserves a license right to excerpt your Content for use in marketing materials, providing that we credit you and/or the original author, and to make minor modifications to the Content for technical or editorial reasons. This will include YogiChocolate.com’s right to offer free samples of the Content in a manner that we see fit. These samples will not exceed 10% of Content length or 15 minutes, whichever is shorter. YogiChocolate.com also reserves the right to make limited, royalty-free copies of Content for the purposes of marketing and promotion such as the demonstration of system capabilities to potential Content Providers, investors and partners.
As a Content Provider distributing Content through YogiChocolate.com, you represent and warrant that the Content:
1. Is owned by you, or to the extent owned by someone else, that you have obtained that party''s express permission to provide the Content to YogiChocolate.com for use, copying and distribution under the license in this Agreement;
2. Does not violate any copyright, trademark, trade secret or other intellectual property right;
3. Does not invade any individual''s right of privacy or publicity;
4. Does not contain material that is unlawful, obscene, defamatory, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, or-deep breath-otherwise objectionable,
5. Does not include malicious code, which includes, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
6. Does not break the law, facilitate the breaking of the law, or violate any applicable regulation or YogiChocolate.com rule or policy;
7. Does not offer or disseminate fraudulent goods, services, schemes, or promotions, or promote domain names, URLs, or hyperlinks that constitute commercial content such as that found in advertising, promotions, or solicitations;
That if any of the above representations and warranties set forth directly above are not true, that you will indemnify YogiChocolate.com for any breaches or misrepresentations, takings or misappropriations, infringement or piracy of the Content, including any and all damages, attorney’s fees and other expenses related to any such misrepresentation or breach of warranty.
To the best of your knowledge, all purported factual information in the Content you upload is true and accurate, and the use of any information in the Content will not result in personal injury to any User. Content Providers are prohibited from using YogiChocolate.com to impersonate another person or entity or to forge any e-mail communication or message. Despite all this, YogiChocolate.com cannot guarantee the accuracy, integrity or quality of Content.
YogiChocolate.com maintains high editorial standard for Content submitted to the Site. The mission of YogiChocolate.com is to educate and inspire and we reserve the right to remove or refrain from publishing any content that we feel does not meet our quality standards and/or does not serve educational or inspirational purposes. Content Provider''s should look to the Site''s existing inventory of Content as a guideline as to which forms of Content are acceptable for publication.
9. Payment Terms
For each sale of Content Provider''s Content for which we receive payment, YogiChocolate.com will pay Content Provider a 60% royalty amount of gross donations for Provider’s Content. Royalties will be paid monthly based on payments actually received by YogiChocolate.com for the Content Provider''s Content during the prior month. Such payments will be made on the 1st day of every month for the previous month.
YogiChocolate.com may approach third-parties (or "Partners") regarding distributing Content via sub-licensing arrangements. Content Provider will be notified if such arrangements are being made. Content Provider reserves the right to choose not to agree to arrangements. Should Content Provider agree to sub-licensing arrangements, YogiChocolate.com will pay a commission of 70% gross revenues received from Partners unless a separate arrangement has been made between YogiChocolate and Content Provider.
If you have published and sold Content on the Site, you may request a sales report at any time and such a report will be provided to you within 5 (five) business days of our receipt of your request.
If YogiChocolate.com owes you less than $50 for Content sales within a given month, we reserve the right, at our discretion, to roll royalties forward to the following month until $50 is reached. If your account is inactive or terminated and we are unable to contact you using the contact information provided, we may also, at our discretion, charge a termination fee equal to the amount of unpaid royalties to cover administrative costs. No later than 15 days following the end of a month, YogiChocolate.com will make a good faith effort to pay you, using the contact information in our records.
If your Content generates royalties of greater than $600.00 in a tax year and such royalties paid to you by YogiChocolate.com hereunder are subject to income taxation in the United States, YogiChocolate.com will require you to provide taxpayer information as required by the United States Internal Revenue Service ("IRS") for the purpose of issuing a 1099 form for your earnings. If royalties paid to you by YogiChocolate.com hereunder are not subject to income taxation in the United States, you will be required to confirm this fact in connection with the publication process. By so confirming you hereby (i) represent and warrant that all such royalties are not subject to income taxation in the United States; (ii) agree to forever release YogiChocolate.com and its representatives from all obligations and liability in connection with filing a 1099 form with the IRS for such royalties; and (iii) agree to indemnify, defend, and hold YogiChocolate.com and its representatives harmless from and against any and all claims arising out of or relating to taxation of such royalties, including, but not limited to, payment thereof. Absent such confirmation, the provisions of the first sentence of this paragraph shall apply to all royalties paid to you by YogiChocolate.com hereunder.
10. Removing Content and/or Terminating Membership
You can remove Content from YogiChocolate.com if you no longer wish to distribute it through the Site. The exceptions to your ability to remove Content are as follows:
1. Content that you have granted permission to other Users to incorporate into collaborative projects. If Content has been incorporated into another work for sale on YogiChocolate.com, then the derivative work remains available even when the original work is retired.
2. Content retained in our archives to the extent required by our data backup systems.
3. Content that has been made available to sub-licensees to the extent that it is required to remain for sale through the sub-licensee.
4. Content that you have made available to purchasers in electronic formats may also remain available on the Site (in purchasers'' Libraries) to Users who have purchased that Content.
YogiChocolate.com does not retain any residual rights to removed Content other than those outlined above.
If you choose to terminate your Membership, the terms above regarding the status of your Content remain applicable.
General Agreement Terms
11. International Users
YogiChocolate.com makes no representation that material on the Site is appropriate or available at locations outside of the United States. User may not use the Site or export the contents in violation of U.S. export regulations. If you access this Site from a location outside of the United States, you are responsible for compliance with all applicable local laws.
12. Operation of Site
YogiChocolate.com may at its discretion suspend or terminate operation of the Site for maintenance or other reasons. In addition, for maintenance reasons, because of technical issues or for other reasons we may make YogiChocolate.com unavailable from time to time. YogiChocolate.com makes no commitment, warranty or guarantee that the Site will operate in a timely, uninterrupted or error-free manner, or that the Site will meet User''s purposes but in any event will do our best to ensure that it meets your requirements for satisfaction.
YogiChocolate.com may also in its discretion modify the features, availability, operation and/or look and feel of the Site from time to time without notice to our users. As noted above, we will remove Content or Users we deem to be in violation of our Terms of Use.
13. Disclaimers
The Site and all software, services, information, materials, forums, tools and Content provided or offered on the Site are provided or offered by YogiChocolate.com and its third-party licensors and content providers on an "as-is", "as-available" basis, without representation or warranty of any kind by YogiChocolate.com, including but not limited to the implied warranties of merchantability, non-infringement and fitness for a particular purpose. Without limiting the prior statement, YogiChocolate.com cannot vouch for the quality, accuracy, completeness, or currentness of any Content or information sold or provided through the Site.
14. Limitation of Liability
In no event shall YogiChocolate.com or any of its officers, employees, directors, affiliates, agents or third-party licensors and content providers be liable to you or anyone else for any special, consequential, indirect, cover, punitive, incidental or similar damages (including, without limitation, lost profits, lost sales, or lost business) directly or indirectly related to or arising out of the Site, Content on the Site, or any transaction entered hereunder, whether in contract, tort or otherwise, even if YogiChocolate.com or one of its officers, employees, affiliates or agents has been advised of the possibility of such damages. You agree that the liability of YogiChocolate.com, officers, employees, its affiliates, and agents, if any, arising out of any kind of legal claim (whether in contract, tort or otherwise) in any way connected with any transaction entered hereunder or the Site shall not exceed the amount you paid to YogiChocolate.com in connection with the transaction giving rise to such claim. Any action under this Agreement must be commenced within one (1) year after such cause of action occurs.
15. Not Medical Care
The information and products provided on YogiChocolate.com are for informational purposes. Reviews of the information and products should never be used as a substitute for the advice of trained medical personnel. Certain sections of YogiChocolate.com have articles on health, fitness, exercise, diet, nutrition, weight loss, diseases and conditions. The articles are the opinions of the authors. These articles are for informational purposes and should not be used as medical advice, diagnosis or treatment. YogiChocolate.com and its featured teachers are not a substitute for medical advice. You are encouraged to consult your physician or other trained medical personnel before starting any yoga program, diet, fitness program, exercise program, sport program, supplementation, psychological analysis, weight loss or regarding medical symptoms or advice. YogiChocolate.com is not engaged in rendering medical advice, diagnosis, treatment or professional services. Any medical decisions should be made in consultation with your physician or other trained medical personnel. We will not be liable for any complications, injuries, loss, or other medical problems arising from, or in connection with, the use of, or reliance upon any information or products on this web site.
16. Proprietary Rights
YogiChocolate.com is the owner of all intellectual property rights, including all copyright, patents, and trademarks, associated with the Site, including all associated software, text, graphics, and logos, but exclusive of content provided by third parties, which are owned by the licensors of such content. In addition, the overall look and feel and the compilation of all materials and content on Site are owned by YogiChocolate.com. User agrees not to modify, copy, distribute or reverse engineer any of the software included on the Site. YogiChocolate.com and its third-party licensors reserve all rights not expressly granted in this Agreement.
17. Miscellaneous Legal Stuff
This Agreement is binding. No amendments or modifications may be made except as set forth in the Agreement and Amendments section below or in a written document, signed by both parties. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.
This User Agreement and all rights appurtenant hereto shall be fully transferable or assignable by YogiChocolate.com, in whole or in part, by operation of law, by virtue of an acquisition or merger of YogiChocolate.com, or otherwise, without any consent of User. YogiChocolate.com without any additional notice or consent on the part of User may enter into any agency or sub-distribution or superdistribution agreements with respect to the Content or other materials of User. Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective Parties hereto.
Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.
This Agreement is governed by the laws of the State of California, without regard to its choice of law provisions. The parties agree that any dispute involving YogiChocolate.com related to this Agreement or the Site that cannot be settled by good faith negotiation shall be submitted to arbitration in accordance with the rules of the American Arbitration Association. The location of the arbitration shall be Los Angeles, California. The arbitration shall be conducted by a single arbitrator with experience in computer/technology matters and in the publishing industry. The decision of the arbitrator shall be legally binding and shall be enforceable in any court of competent jurisdiction.
Each party shall be excused from performance and shall not be liable for any delay caused by the occurrence of any contingency beyond the reasonable control either of the excused party or its subcontractors or suppliers, except for obligations to make payments hereunder. These contingencies include, but are not limited to, war, sabotage, insurrection, riot or other act of civil disobedience, labor disturbance or shortage, act of public enemy, failure or delay in transportation, act of any government affecting the terms hereof, accident, fire, explosion, flood, severe weather or other act of God. This Agreement does not designate either party as the agent, employee, legal representative, partner or joint venturer of the other party for any purpose whatsoever.
18. Term
This Agreement is effective until terminated. YogiChocolate.com may terminate or suspend this Agreement immediately if in YogiChocolate.com''s sole judgment User breaches any of the terms and conditions of this Agreement. All provisions of this Agreement relating to payment, disclaimers, limitation of liability, indemnification, confidentiality, and proprietary rights shall survive termination or expiration of this Agreement.
19. Agreement and Amendments
By completing the registration process and using the Site, you are indicating that you have the full power and authority to enter into and perform in accordance with the terms of this Agreement. You also agree that this Agreement is a legal, valid and binding obligation, and that its terms and conditions can be enforced. We encourage you to print and keep a copy for reference.
YogiChocolate.com may change the terms in this Agreement from time to time. When the terms are changed, YogiChocolate.com will make a posting on the Site regarding the change. You agree to review the terms of this Agreement from time to time. If you do not agree to be bound by any future changes, you should promptly notify YogiChocolate.com and discontinue your use of the Site. If you use the Site after YogiChocolate.com has posted a change to these terms on the Site, you are agreeing to be bound by all of the changes.