MY DANCE PORTAL

Terms of Service

Last Updated: May 22, 2020

These Terms of Service (these “ Terms”) are provided by My Dance Portal, LLC (“ MDP”, “ we” or “ us”) to describe your rights and obligations when downloading, installing, accessing, or using MDP’s My Dance Portal application, accessible online at https://mydanceportal.com or via any mobile application offered by MDP (individually and collectively, the “ App”), together with any services provided via the App (collectively, the “ Service”).

The My Dance Portal application provides an online platform connecting individuals and businesses within the global dance community and serving as a virtual marketplace offering a variety of dance-related resources, including dance instruction. Through the App, Dance teachers (“ Teachers”) are able to offer individual courses of instructional dance videos (each a “ Course”), and individuals seeking to improve their dance skills (“ Students”) can stream those Courses from virtually anywhere with an Internet connection.

MDP has adopted these Terms to make you (“ you”) aware of the terms and conditions governing your access to and use of the Service. These Terms, together with our Acceptable Use Policy and Privacy Policy, each of which is hereby incorporated into these Terms by reference, (collectively, the “ Agreement”) form a legally binding agreement between you and MDP. Further, if you offer a Course via the Service, you must also agree to the Teacher Terms

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT, OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, AND BY THE TERMS OF OUR ACCEPTABLE USE POLICY AND PRIVACY POLICY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, OR BY THE TERMS OF OUR ACCEPTABLE USE POLICY OR PRIVACY POLICY, YOU MUST IMMEDIATELY CEASE ALL ACCESS AND USE OF THE SERVICE.

If you live in the United States or Canada, by agreeing to these Terms, you agree to resolve disputes with MDP through binding arbitration (with very limited exceptions, not in court), and you waive certain rights to participate in class actions, as detailed in the “Arbitration Agreement” section below.


Access

Subject to your compliance with all terms of the Agreement, including (without limitation) the “ Restrictions on Use” set out below, MDP hereby grants you the right to access and use the Service via your account. Except for the foregoing limited rights, you are granted no other rights in or to any part of the Service.

Your Account

  1. Account Registration. In order to access the Service, whether via the Site or any App, you will need to first register for an account by providing your name and e-mail and accepting these Terms and the terms of our Privacy Policy . You can complete the registration process either manually, by inputting your name and e-mail and providing a secure password, or by verifying your login credentials for your account with certain Third-Party Services (defined below), including (but not limited to) Facebook and Google. When you register for an account by logging into a Third-Party Service, we will obtain certain personal information included in your profile for your account with that Third-Party Service, including your name, profile picture, e-mail address, contacts, and any other information that you make available to MDP via that Third-Party Service. The information we obtain will depend upon the information you provide to the applicable Third-Party Service, and upon the privacy settings you have set or applied with the applicable Third-Party Service. You grant MDP the right to use that information to create your account. Your account will not be active until you have provided all information required by MDP. Your username will be randomly generated, but you will have the option of replacing that with a unique username of your choice.
  2. Age Restrictions. You must be at least 16 years of age to create an account and access the Service. (For age limitations applicable to Teachers, please see our Teacher Terms .). If you are younger than 16, but above the required age for consent to use online services where you live ( e.g., 13 in the United States), you may only access and use the Service if a parent or legal guardian registers and manages an account for you and supervises your use of the Service. If you are below the age of consent to use online services where you live, you may not register for an account. If we discover that you have created an account that violates these rules, we will terminate your account immediately.
  3. Account Information. With respect to any information you provide via the Service in the process of registering your account (the “ Account Information”), (i) you represent and warrant to MDP that all such Account Information is accurate, complete and up to date at the time the account is created; (ii) you agree to promptly update your Account Information upon any change to that information in order to maintain its accuracy and completeness; (iii) you agree that you will not use a false identity, or impersonate any other person, or use a username or password that you are not authorized to use; and (iv) you authorize MDP, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Account Information.
  4. Your Profile. As part of the account registration process, you will have the opportunity to create a personal profile and to provide certain optional information within the profile, an individual photograph, a personal bio, payment information, social media handles (including youTube, Facebook, and Instagram), search tags (used to connect Students with Teachers according to your preferences), and favorite Courses (indicated by bookmarking the Course) (collectively, your “ Profile Content”). You understand and acknowledge that MDP retains the right to review and, in its sole discretion, to require edits to your Profile Content. MDP will not publish any edits to your Profile Content without your approval, however. You will retain ownership of your Profile Content. You hereby grant to MDP a non-exclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to use, reproduce, distribute, and publicly display (including, without limitation, via the Service, Third-Party Sites or Third-Party Services, or promotional or marketing materials), your Profile Content, solely in connection with providing the Service and any other reasonable business purpose of MDP. You understand and agree that any visitor to the Site will be able to view your profile information.
  5. Security. You are responsible for safeguarding and maintaining the confidentiality of your login credentials. You agree not to disclose your password to anyone and you understand that you are entirely and solely responsible for any activity that takes place through your account, regardless of whether you have authorized the activity. You further agree that you will not permit or enable anyone who does not have an account to access the Service through your account. You must immediately notify us of any unauthorized use of your account by e-mailing support@mydanceportal.com . We may request certain information from you to confirm that you are the owner of your account.

Account Deactivation & Termination

  1. Account Deactivation. You may deactivate your account at any time by e-mailing us at support@mydanceportal.com. You may return to the Service at any time, however. For this reason, MDP will retain all content and information associated with your account, unless and until you request formal deletion of this information, in accordance with our Privacy Policy . Because your purchased Courses will be available for you to access for as long as those Courses remain on the Service (see the section entitled “ Courses” below), MDP does not provide any refunds or credits during the time your account is in deactivated status.
  2. Account Deletion. You can delete your account at any time by e-mailing us at support@mydanceportal.com. Please note that deleting your account does not entitle you to any refund of Fees paid for purchased Courses. To see what how MDP treats your data when you delete your account, please see our Privacy Policy .
  3. Account Suspension & Termination. MDP reserves the right to temporarily or permanently terminate your access to any portion or all of the Service at any time, with or without any notification to you, without incurring any liability to you for such termination. In the event of the death of a user, the user’s account will be closed. Notwithstanding anything to the contrary in the Agreement, MDP will not be liable to you or any other third party for any damage, liabilities, losses that you or any third party may incur, directly or indirectly, as a result of any such suspension or termination.

No termination or deactivation of the Agreement will (i) prejudice or affect any right of action or remedy that has accrued or will accrue to either party due to the other party’s acts or omissions prior to the effective date of such termination; (ii) relieve you of your obligation to pay any Fees owed under the Agreement as of such date; or (iii) entitle you to any refund of Fees paid up to such date. In addition, following any such termination, MDP will have no obligation to store or provide to you any Submitted Content previously uploaded via the Service and, unless legally prohibited, may delete any and all Submitted Content then stored in MDP’s systems or otherwise in MDP’s possession or control.

Restrictions on Use

You will not use the Service or the Documentation for any purpose beyond the scope of rights granted to you under the Agreement. Without limiting the generality of the foregoing, except as may be expressly permitted by the Agreement, you will not, directly or indirectly, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of any part of the Service; (ii) copy, modify, translate or create derivative works of the Service or Documentation, in whole or in part; (iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available to third parties the Service or the Documentation, in whole or in part; (iv) use the Service for timesharing purposes or otherwise for the benefit of any party other than you; (v) remove any proprietary notices from the Documentation; (vi) interfere with or disrupt the integrity or performance of the Service; (vii) introduce any open-source software into the Service; (viii) attempt to gain unauthorized access to the Service or their related systems or networks; (ix) use the Service or the Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party or that violates any applicable law; (x) use the Service or Documentation in any manner for purposes of competitive analysis of the Service or the Documentation in connection with the development, provision or use of a competing service or product, or for any other purpose that might be to MDP’s detriment or commercial disadvantage; (xi) permit, enable, introduce or facilitate any other person to persons to use any features of the Service through your account; (xii) otherwise violate any term of MDP’s Acceptable Use Policy ; or (xiii) attempt to do any of the foregoing. Any breach of this section will entitle MDP to immediately terminate the Agreement. MDP further reserves all of its rights under the Communications Decency Act, including without limitation the right to remove anything objectionable to MDP, in its sole discretion.

You are solely responsible for having knowledge of, understanding, and complying with the applicable local or national laws or regulations of the country where you reside. You may not access our Services if you are from a territory where U.S. businesses are prohibited from engaging in business (such as Cuba, Iran, North Korea, Sudan, or Syria) or if you have been designated a Specially Designated National, Denied Person, or Denied Entity by the U.S. government. Further, you agree not to upload any content or technology (including information on encryption) whose export is specially controlled under the Export Administration Regulations or other applicable regulations.

Courses

When you, as a Student, enroll in a particular Course offered by a Teacher via the Service, you will receive a license from MDP to access and view that Course via the Service and for no other use. You understand that When Teachers offer a Course via the Service, they grant MDP a license to that Course, which we then offer to Students under a sublicense. As a Student, when you enroll in a Course, whether it’s a free or paid course, you are getting a license from MDP to view the course via the Service. Courses are licensed, and not sold, to you. This license does not give you any right to resell the Course in any manner (including by sharing your account credentials with a purchaser or illegally downloading the Course and sharing it on torrent sites). You further understand that Teachers may not directly grant any Student a license to their Courses, and any such direct license will be null and void and a direct violation of these Terms.

Subject to your payment of all required Fees, MDP hereby grants to you (as a Student) a limited, non-exclusive, non-transferable license to access and view the Courses and associated content that you purchase through the Service, solely for your personal, non-commercial, and educational or entertainment purposes, in accordance with these Terms, including our Acceptable Use Policy , and subject to and any conditions or restrictions associated with a particular Course or feature of the Service. All other uses are expressly prohibited.

Generally, access to any Course you’ve purchased will not expire. You understand, however, that certain circumstances outside of our discretion or control may require us to revoke access to a particular Course, and the related license—including in the event the Teacher deletes the Course or if we decide or are required to disable access to a Course due to legal obligations or policy reasons (for example, if the Course is the object of a copyright complaint or violates any part of these Terms).

Submitted Content

As you use the Service, you will have the ability to upload, post or otherwise submit certain data, information, photographs, videos, and other content (including, as a Teacher, Courses) to the Service, including your Profile Content, (collectively, “ Submitted Content”). You will retain ownership of your Submitted Content. You understand that, by posting Submitted Content, you are granting MDP the right to use and share that Submitted Content in order to provide the Service (as explained in more legal terms below). You further understand that MDP is under no obligation of confidentiality with respect to any Submitted Content you provide. You further understand that, when you post to the Service or submit to us comments, questions, reviews, and other feedback (e.g., ideas and suggestions), you are authorizing MDP to use and share that content with anyone, to distribute it and promote it on any platform and in any media, and to make modifications or edits to it as we see fit. This includes making your Submitted Content available to other companies, organizations, or individuals for marketing purposes, and you agree to all such uses of your Submitted Content will not require any compensation to be paid to you.

As between MDP and you, subject to the limited license rights granted to MDP below, you own all right, title, and interest in and to your Submitted Content, other than any Third-Party Content incorporated therein. You hereby grant to MDP a non-exclusive, royalty-free, worldwide license (with the right to sublicense) to access, process, reproduce, distribute, perform, export, display and otherwise use your Submitted Content (including your likeness) in any and all media or distribution methods (existing now or later developed) (i) as may be reasonably necessary for MDP to provide the Service, (ii) as required by applicable law or regulation, and (iii) as may be expressly permitted in writing by you; (iv) in connection with MDP’s internal business purposes; and (v) to share with third parties, provided that your Submitted Content is shared in an aggregated an anonymized manner or otherwise in accordance with our Privacy Policy. You further waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use your Submitted Content in accordance with the foregoing license rights granted to MDP.

Except for any shorter period prescribed by the law of the jurisdiction you live in, MDP will have the right to retain, solely for archival purposes, any or all of your Submitted Content for one (1) year following deletion of your account, or for such longer period as may be reasonably required to enable MDP to comply with applicable law.

You are exclusively responsible for all of your Submitted Content (and any incorporated Third-Party Content) and the consequences of its use, including with respect to its lawfulness, accuracy, quality, and reliability. Nothing in these terms requires MDP to verify, authenticate, monitor, police or remove any SUBMITTED CONTENT from its systems. The Service does not replace the need for you to maintain regular data backups or redundant data archives of your Submitted Content. MDP will have no obligation to store, backup, archive or otherwise maintain any of your Submitted Content. MDP hereby disclaims any and all liability to you or any third party for any LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR SUBMITTED Content.

Our Teacher Terms require our Teachers to follow the law and respect the intellectual property rights of others. As a Teacher submitting Courses, you must understand the copyright restrictions set forth in the Teacher Terms before you submit any Course for publication on the Service. If one of our Teachers has published a Course that infringes your copyright or trademark rights, please notify us immediately at legal@mydanceportal.com. For more details on how to file a copyright infringement claim, please see our Website Terms of Use .

Third-Party Content

MDP understands that certain of the Submitted Content you provide via the Service may have originated with a third party with rights to such content (“ Third-Party Content”). With respect to any and all Third-Party Content that you submit via the Service, whether on its own or as incorporated within Submitted Content that you own, you hereby represent and warrant to MDP that either (i) you have secured all consents and rights necessary to provide such Third-Party Content to MDP hereunder, and to grant the licenses to MDP set forth above, and that your sharing of such Third-Party Content does not and will not constitute a violation of the applicable third-party owner’s rights therein; or (ii) you are entitled to provide such Third-Party Content under the “fair use” doctrine of copyright law.

Reviews

You, as a Student, will have the ability to provide a review for each Course you have purchased (a “ Review”). You understand and agree that any Review that you generate will be visible to any other user and to any visitor to the Site. You further agree that you will be honest and reasonably accurate regarding any Review that you generate, and that you will not include any of the following within any Review: (a) profanity or obscenities; (b) language that is defamatory toward MDP, the applicable Teacher, or any other person featured in the Course; (c) any information that is of a personal nature (whether to you or the Teacher) or irrelevant to the Course or your experience; (d) any personally identifiable information of you or any other individual; or (e) any information that is in violation of third-party rights or applicable law. You hereby assign to MDP all rights in any such Review. MDP reserves the right to remove any review that it determines, in its sole discretion, is in violation of these Terms or applicable law. Teachers should review the Teacher Terms for information regarding Reviews pertaining to the Teacher or his/her Courses.

Payment Terms

    1. Pricing. Our Teachers have discretion to set the pricing of the Courses they offer through the Service, subject to certain parameters set out in the Teacher Terms . If you are a student located in a country, territory, or state where use and sales tax, goods and services tax, or value added tax (VAT) is applicable to consumer sales, we are responsible for collecting and remitting that tax to the proper tax authorities. Depending on your location, the price you see may include such taxes, or tax may be added at checkout.
    2. Fees. For each Course you purchase from a Teacher via the Service, You authorize MDP to collect all fees due to the applicable Teacher (the “ TeacherFee”) plus a platform fee of ten percent (10%) of the Teacher Fee for use of the Service (together with the Teacher Fee, the “ Fees ”).
    3. Automatic Payment Authorization. As a Student, at the time you create your account, you will have the option to provide a payment method to be automatically charged for any purchases you make via the Service. You are responsible for providing MDP with complete, accurate, and up-to-date payment, billing and contact information and will promptly notify MDP of any changes to such information. You hereby authorize MDP to charge, or to authorize (on your behalf) any third-party payment processor to charge, at the time of purchase, your designated payment method for the Fees authorized by you for any purchased Course, plus any fees and surcharges applicable to such purchase under the laws of the state where you complete the purchase, including actual or anticipated state or local taxes and surcharges and any additional processing fees charged by your bank or institution.
    4. Payment Processing. Your payment of the Fees will be processed through our third-party payment processing service, Stripe. In order for you to use Stripe’s services, you must enter into the Stripe Checkout User Terms of Service . By agreeing to these Terms as a Student, you are agreeing that you have reviewed and agree to be bound by such terms and conditions of Stripe. MDP reserves the right to replace its third-party payment processor at any time with or without notice to you. For more information regarding how we and our third-party payment processors handle your payment information, please see our Privacy Policy .
    5. Declined or Returned Payments. If the payment method on file under your account is declined for any reason when attempted to be processed, or any payments made are returned by your provider, (i) MDP reserves the right, in its sole discretion, to disable your access to the Course for which payment has failed, without incurring any liability to You, until any Fees owed are paid in full; (ii) MDP may charge interest on the past due amount at the rate of one and one half percent (1.5%) per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; and (iii) you will reimburse MDP for all reasonable costs incurred by MDP in collecting any late payments or interest, including reasonable attorneys’ fees, court costs, and collection agency fees.
    6. Refunds; Refund Credits. You acknowledge that the quality of the services provided by a particular Teacher via the Service cannot be measured by any results you may achieve after purchasing a Course, nor by the personal opinion of any individual Student. Therefore, generally, MDP does not offer refunds. If you feel that your particular circumstances warrant a refund, however, you may contact us at support@mydanceportal.com . Please include in your request your name and username, Course ID, and reason for making the request. MDP does not guarantee any credits or refunds, and all such requests are considered on a case-by-case basis. In any event, MDP will not consider refund requests made later than thirty (30) days following your purchase of the Course. We reserve the right to apply any approved refund as a direct refund to your original payment method or as a refund credit to your account, at our discretion.

Third-Party Services; Third-Party Sites

    1. Third-Party Services. The Service may include or make use of certain functionality and services provided by third parties that allow MDP to provide or enhance the Service (each, a “ Third-Party Service”). Your use of any Third-Party Services is subject to the applicable third party’s then-current terms and conditions. By accessing or using any such Third-Party Services via the Service, you acknowledge that you are agreeing to be bound by such third-party terms and conditions. For more information regarding the particular Third-Party Services we engage to offer the Service, please see our Privacy Policy .
    2. Third-Party Sites. The Service may include certain external links to websites owned or operated by third parties (each, a “ Third-Party Site”). You may be provided the ability, via the Service, to interact or conduct transactions with such Third-Party Sites, and, if applicable, to configure any privacy settings within your account with any such Third-Party Site to permit activities via the Service to be shared with any contacts stored in such Third-Party Site account. In certain situations, you may be transferred to a Third-Party Site via a link provided via the Service, but it may appear that you are still within the Service. You acknowledge and agree that the Third-Party Sites may have different privacy policies, terms and conditions, user guides and business practices than MDP, and you further acknowledge and agree that any such use of Third-Party Sites is governed by the respective Third-Party Site’s privacy policy and terms and conditions. You hereby agree to comply with all privacy policies and terms and conditions applicable to access to and use of any such Third-Party Sites. MDP does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed or any other activities conducted on or through such Third-Party Sites.
    3. Disclaimer. You AGREE THAT MDP WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES OR THIRD-PARTY SERVICES, OR ANY DEALINGS OR COMMUNICATIONS WITH THIRD PARTIES VIA THE SERVICE, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOU’S USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF THE THIRD-PARTY OWNER OR OPERATOR OF ANY SUCH THIRD-PARTY SITE OR THIRD-PARTY SERVICE. Any reference made by MDP regarding any product, service, publication, institution, or organization of any third-party entity or individual does not constitute or imply MDP’s endorsement or recommendation thereof.

Proprietary Rights

    1. MDP Trademarks. MY DANCE PORTAL™ is a trademark of My Dance Portal, LLC protected under federal and common law in the United States. Any and all other trademarks, service marks, trade names, brand names, design marks, or other indicia of source of any goods or services shown on the Service or Documentation are protected under intellectual property rights of either MDP or the respective third-party owners of the same.
    2. Copyrighted Material. Unless otherwise specified in these Terms, all information and screens appearing on the Service, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of MDP, Copyright © 2020- My Dance Portal, LLC. All rights not expressly granted herein are reserved to MDP. Except as otherwise required or limited by applicable law or otherwise permitted under these Terms, any reproduction, distribution, modification, retransmission, or publication of any such copyrighted material is strictly prohibited.
    3. Documentation. As part of the process of setting up the account and onboarding you to the Service, MDP may provide you with access to certain procedural information, instructions, and other information to you, whether via onboarding or other e-mails received from MDP, via reference or guidance materials provided by MDP, including but not limited to the Teacher Guide , and any articles or web pages you may be directed to by MDP, any guidance provided by MDP via chat messaging platforms, and any other information that may be provided to you, whether directly or via the Service (collectively, the “ Documentation ”). Subject to compliance with all terms of the Agreement, MDP hereby grants to you a limited, non-exclusive, non-sublicensable, non-transferable license to use and reproduce the Documentation solely as reasonably necessary to use the features of the Service that you have the right to access and use and to otherwise exercise your rights under the Agreement. You acknowledge that any obligations expressly provided to you via any Documentation are hereby incorporated by reference into these Terms as if stated herein, and that MDP’s ability to provide the Service to you are dependent upon your compliance with all such obligations.
    4. MDP IP. You acknowledge that (i) as between you and MDP, MDP owns and retains all right, title, and interest, including all intellectual property rights, in and to the App, the Documentation, and the Service; and (ii) with respect to Third-Party Sites and Third-Party Services, the applicable third-party providers, owners and operators own and retain all right, title, and interest, including all intellectual property and other proprietary rights, in and related to their respective Third-Party Sites and Third-Party Services.
    5. Feedback. You may, from time to time, send or transmit to MDP, whether by mail, e-mail, telephone, via the Service or otherwise, certain comments, questions, suggestions, or the like, suggesting or recommending changes or improvements to the Service or any part thereof, including without limitation, new features or functionality thereof (“ Feedback”). You hereby assign to MDP all right, title, and interest in and to the Feedback, including any ideas, know-how, concepts, or techniques included within the Feedback, and any and all intellectual property rights therein. MDP will have no obligation of attribution or compensation to you or any other party with respect thereto, although MDP is not required to use any Feedback.
    6. Reservation of Rights. Except for the limited rights and licenses expressly granted to you under the Agreement, nothing herein is intended or will be construed to grant, by implication, waiver, estoppel, or otherwise, to you or any third party any of MDP’s proprietary or intellectual property rights, and MDP reserves all other rights, express or implied.

Confidentiality

You acknowledge that, through your use of the Service, you may obtain access to certain confidential information of MDP, as well as certain information of another user of the Service (e.g., a Student or Teacher) (collectively, “ Confidential Information”). You agree to hold all Confidential Information in the strictest confidence. All right, title and interest in the Confidential Information remains with MDP and its affiliates. Confidential Information does not include any of the following information, however, any information with respect to which you can establish, by legally sufficient evidence, that (a) you possessed prior to disclosure from MDP or its affiliates, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you and otherwise without violation of these Terms; (c) you obtained from a third party with the right to disclose the information without any obligation to keep such information confidential; or (d) you independently developed the information without the use of any Confidential Information and without the participation of individuals who have had access to it.

You are under no obligation, however, to maintain the confidentiality of any Confidential Information that you are required to disclose in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms, provided that you give MDP prior notice of such required disclosure adequate to afford MDP the opportunity to object to the disclosure and that you disclose only that portion of the Confidential Information that is necessary to comply with your obligations under such order or law or as is necessary to establish such rights.

Indemnification

You will defend and hold harmless MDP and its affiliates and each of their respective officers, directors, members, shareholders, employees, contractors, agents and representatives from and against any claim, suit, action, or other proceeding based upon or arising from (a) any Submitted Content; (b) your negligence or willful misconduct; (c) your violation of any terms of the Agreement; (d) your violation of the rights of a third party in any related to the Service; or (e) your violation of any applicable law. You will further indemnify MDP for any and all any and all losses, damages, liabilities, costs, fees (including reasonable attorneys’ fees) and penalties incurred by MDP in connection with any such claim, suit, action, or other proceeding. MDP reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you hereunder. In such event, you agree to cooperate with and provide reasonable assistance to MDP, at MDP’s expense, in the defense of such matter.

Limitations of Liability

THROUGH THE SERVICE, MDP PROVIDES A MARKETPLACE VIA WHICH INDIVIDUALS DESIRING DANCE INSTRUCTION ARE CONNECTED TO INDIVIDUALS PROVIDING DANCE INSTRUCTION.

YOU UNDERSTAND AND AGREE THAT MDP HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER OF THE SERVICE AND THAT MDP IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ON OR OFF THE SERVICE, OF ANY USER, WHETHER STUDENT OR TEACHER. AS SUCH, MDP EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY RELEASE MDP FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY ACTS OR OMISSIONS OF STUDENTS, WHETHER WITHIN OR OUTSIDE OF THE SERVICE.

TO THE FULLEST EXTENT PERMITTED BY LAW, MDP IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE SITE, EVEN IF MDP HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE SERVICE; (B) THE COST OR PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (C) STATEMENTS OR CONDUCT OF ANY STUDENT OR THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSION OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (D) CONTENT OR INFORMATION USERS MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL MDP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED (A) THE TOTAL FEES PAID BY YOU FOR YOUR USE OF THE SERVICE DURING THE PRECEDING SIX (6) MONTH PERIOD; OR (B) $500 (WHICHEVER IS LESS).

YOU AND MDP AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE MATERIAL, NEGOTIATED BASES OF THESE TERMS, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THESE TERMS AND IN THE DECISION BY EACH PARTY TO ENTER INTO THESE TERMS. YOU AND MDP AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE FAIR AND REASONABLE.

IF YOU ARE DISSATISFIED WITH THE SITE OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, EXCEPT AS MAY BE PROVIDED FOR IN THIS SECTION.

Technical Support

Subject to the Agreement, and except as otherwise agreed upon between the Parties in writing, MDP will provide you with reasonable technical support services. You may initiate a Support request at any time by sending an e-mail to support@mydanceportal.com. MDP will use commercially reasonable efforts to respond to your support request within 24 to 48 business hours.

Consent to Electronic Communications

By using the Service and providing your e-mail address to MDP, whether via the Site or via the App, you agree and acknowledge that MDP may communicate with you via e-mail at the e-mail address provided. Such communications may be for any purpose, including marketing purposes and any other purpose related to the Service.

You understand that, should the e-mail address provided cease to be a valid means to contact you or if you cease to retain ownership of the e-mail address provided, you have an obligation to provide MDP notification of your new contact information by contacting us via e-mail at support@mydanceportal.com. You understand and agree that, if MDP sends you a communication, but you do not receive it because your primary e-mail address on file is incorrect or out of date, or you are otherwise unable to receive communications, MDP will be deemed to have provided the communication to you. Please note that, if you use a spam filter that blocks or re-routes emails from senders not listed in your e-mail address book, you must add MDP to your email address book so that you will be able to receive the communications MDP sends to you.

You may, at any time, withdraw your consent to receive electronic communications by writing to MDP at support@mydanceportal.com. If you wish to opt-out of promotional e-mails, you can unsubscribe from MDP’s promotional email list by following the unsubscribe options in the promotional e-mail itself. You acknowledge that opting out of electronic communications may impact your use of the Service.

Governing Law

The laws of the State of Delaware will govern these Terms, as well as any claim that might arise between you and MDP, without regard to any conflict of law provisions. We control and operate the Service from our offices in the United States of America. We do not represent that the Service is appropriate for use in other locations. Persons who choose to access or use the Service from a location outside of the United States does so on their own initiative, and are responsible for compliance with local laws, if and to the extent applicable.

Arbitration Agreement

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with MDP and limits the manner in which you can seek relief from us. Both you and MDP acknowledge and agree that, (a) for the purposes of any dispute arising out of or relating to the subject matter of these Terms, the officers, directors, employees and independent contractors of MDP (“ Personnel”) are third-party beneficiaries of these Terms, and (b) upon your acceptance of these Terms, any Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

    1. Arbitration Rules; Applicability of Agreement. Except for actions to protect intellectual property rights or to enforce an arbitrator’s decision hereunder, any dispute arising out of or relating to the subject matter of these Terms will be submitted to and finally settled by binding arbitration located in New Castle County, Delaware. The arbitration will proceed in the English language, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“ JAMS”) then in effect, by one (1) commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.
    2. Costs of Arbitration. The JAMS rules will govern payment of all arbitration fees. MDP will not seek its attorneys’ fees and costs incurred in connection with the arbitration proceedings unless the arbitrator determines that your claim is frivolous. If either party files an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1,000.00.
    3. Small Claims Court. Either you or MDP may assert claims, if they qualify, in small claims court in New Castle County, Delaware or in any United States county where you live or work.
    4. Waiver of Jury Trial. You AND MDP HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and MDP are instead choosing to have claims and disputes arising hereunder resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and MDP over whether to vacate or enforce an arbitration award, YOU AND MDP WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have such dispute resolved by a judge
    5. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If this waiver of class or consolidated actions is deemed invalid or unenforceable, however, neither you nor we are entitled to arbitration and, instead, all claims and disputes arising hereunder will be resolved in a court of law as set forth in subsection (g) below.
    6. Opt-Out. You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to the following address, postmarked within thirty (30) days following your earliest acceptance of these Terms.

My Dance Portal, LLC
Attn: Legal
5310 S 166th Street
Tukwila, WA 98188

You must include each of the following in your opt-out notice in order for such notice to be effective: (i) your name and residence address; (ii) the e-mail address or telephone number associated with your account; and (iii) a clear statement that you want to opt out of the agreement to arbitrate any disputes arising under these Terms.

    1. Exclusive Venue. If you send the opt-out notice described in subsection (f) above or if any circumstances otherwise apply where the foregoing arbitration agreement permits either you or MDP to litigate in a court of law any dispute arising out of or relating to the subject matter of these Terms, then the foregoing arbitration agreement will not apply to either party and both you and MDP agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in New Castle County, Delaware.

Modifications

MDP may modify or replace these Terms at any time. If MDP makes any material change to these Terms, then prior to such change taking effect, MDP will provide you with notice, in any manner deemed reasonable by MDP, in its reasonable discretion, based upon the nature of such change and its materiality, including, but not limited to, by e-mailing you at the e-mail address associated with the account or by messaging you through the Service. You can review the then-current version of the Terms at any time by visiting this page and by visiting the then-current versions of the other pages that are referenced in these Terms. Any materially revised version of these Terms will become effective on the date set forth in such notice provided to you, and all other changes will become effective upon MDP’s posting of the revised Terms at this page. If you access or use the Service after the effective date of any terms and conditions set out in a revised version of these Terms, that use will constitute your acceptance of those revised terms and conditions.

Privacy Policy

By agreeing to these Terms, you hereby represent to MDP that you have read and understand the MDP Privacy Policy, which explains how MDP uses the information you provide to us via the Service.

Miscellaneous

    1. Entire Agreement. These Terms, together with the Privacy Policy , our Acceptable Use Policy , and any other document incorporated into these Terms by reference, constitute the sole and entire agreement of the Parties with respect to the subject matter of the Agreement and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
    2. Force Majeure. Except for payment obligations hereunder, neither party will be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including as a result of a pandemic, fire, flood, severe weather, earthquake, vandalism, accidents, sabotage, power failure, denial of service or similar attack, Internet failure, act of God, act of war, act of terrorism, riot, civil or public disturbance, strike, lockout, or labor disruption, or any law, order, rule, regulation, act or restraint of any government or governmental body or authority, civil or military, including the orders and judgments of the courts.
    3. Waiver. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as may be otherwise expressly set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    4. Assignment; Binding Effect. You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of MDP. MDP may freely assign the Agreement in connection with the sale of all or substantially all of the assets of MDP; any merger, consolidation or acquisition of MDP with, by or into, another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of MDP in one or more related transactions. Any purported assignment or delegation in violation of this section will be null and void. The Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    5. Severability. If any provision of the Agreement is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon any such determination, the Parties will negotiate in good faith to modify the Agreement so as to effect the original intent of the affected provision as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the greatest extent possible.

Contact Us

If you have any questions about these Terms of Service, you may contact us at legal@mydanceportal.com or at our mailing address below.

My Dance Portal, LLC
Attn: Legal
5310 S 166th Street
Tukwila, WA 98188