This is an important document that explains the terms and conditions between the Laughter Online University and its parent company The Laughter Consultants, LLC, (the service) and you (either an individual or a legal entity that you represent as an authorized employee or agent) (“You”). Please read them carefully.
BY COMPLETING THE REGISTRATION PROCESS AND/OR USING THE SERVICE, YOU ARE STATING THAT YOU ARE ELIGIBLE FOR AN ACCOUNT AND THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE SERVICE (“AGREEMENT”).
The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS DOCUMENT, DO NOT USE THE SERVICE IN ANY MANNER. If you are using the service on behalf of your employer, you represent that you are authorized to accept these Terms on your employer’s behalf.
- “Account” refers to the billing account for the Service.
- “Documentation” means any accompanying documentation made available to You by the Laughter Online University for use with the Training Videos, including any documentation available online or otherwise.
- “Servers” means the servers controlled by the Laughter Online University (or its wholly owned subsidiaries) upon which the Training Videos and Customer Data are stored.
- “Training Videos” means the video content that is provided by the Laughter Online University
- The Laughter Online University may change its fees and payment policies for the Service from time to time including but not limited to the addition of costs for excessive data transfer rates for individual or corporate customers.
- The changes to the fees or payment policies are effective upon Your acceptance of such changes which will be posted at www.laughteronlineuniversity.com (or such other URL the Laughter Online University may provide from time to time). Unless otherwise stated, all fees are quoted in US Dollars.
- To register for the Service, You must complete the registration process by providing the Laughter Online University with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You shall protect your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You agree to notify the Laughter Online University immediately upon learning of any unauthorized use of Your Account or any other breach of security. From time to time, the Laughter Online University’s (or its wholly-owned subsidiaries’) support staff may log in to the Service under Your customer password in order to maintain or improve service, including to provide You assistance with technical or billing issues. You hereby acknowledge and consent to such access.
The Laughter Online University hereby grants You a limited, revocable, non-exclusive, non-sublicensable license to view the training content (video files, text, images) that reside on www.laughteronlineuniversity.com (collectively, the “Website”). Subject to the terms and conditions of this Agreement, You may remotely access and view this content. Your license of, use of and access to the Laughter Online University training content (which may include, without limitation, the additional related Software and Documentation) is conditioned upon Your compliance with the terms and conditions of the Agreement, including the following:
- You will not nor will You allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Laughter Online University training materials; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source file content of the training materials, except as expressly permitted by the law in effect in the jurisdiction in which You are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the training materials, the Documentation or the Service; (iv) remove any proprietary notices or labels on the training materials or placed by the Service; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software. You will use the Software, Service and Reports solely for Your own internal use, and will not make the Software or Service available for timesharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your use of and access to the Documentation, Training Videos, Service and Reports.
- This license will terminate immediately if You fail to comply with the terms of this Agreement. Upon such termination, You must not access www.laughteronlineuniversity.com or related services.
“Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. In which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing such information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such. You are responsible for safeguarding the confidentiality of Your password(s) and user name(s) issued to You by the Laughter Online University and for any use or misuse of Your account resulting from any third party using a password or user name issued to You. You agree to immediately notify the Laughter Online University of any unauthorized use of Your account or any other breach of security known to You.
6. INFORMATION RIGHTS AND PUBLICITY
You will not (and will not allow any third party to) attempt to copy, record or reverse engineer any Training Videos or Documentation supplied by the Laughter Online University or stored on the www.laughteronlineuniversity.com (or related) website.
You agree to indemnify, hold harmless and defend the Laughter Online University and its wholly owned subsidiaries, at Your expense, any and all third-party claims, actions, proceedings, and suits brought against the Laughter Online University or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by the Laughter Online University or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, or (iv) Your Brand Features. In such a case, the Laughter Online University will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. The Laughter Online University reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
9. THIRD PARTIES
- If You provide access to Your Account or any portion thereof to any third party or use the Service to collect information on behalf of any third party (“Third Party”), whether or not You are authorized to do so by the Laughter Online University or its wholly owned subsidiaries, the terms of this Section 9 shall apply to You.
- If You use the Service on behalf of any Third Party, You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, that Third Party , (b) as between the Third Party and You, the Third Party owns any rights to Training Videos in the applicable account, and (c) You shall not disclose Third Party’s Training Videos to any other party without the Third Party’s consent.
- You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. The Laughter Online University and its wholly owned subsidiaries make no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to the Laughter Online University and its wholly owned subsidiaries, the Service, or the Training Videos, or use thereof. You agree to indemnify, hold harmless and defend the Laughter Online University and its wholly owned subsidiaries, at Your expense, against any and all third-party claims, actions, proceedings, and suits brought against the Laughter Online University or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by the Laughter Online University, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by You concerning any aspect of the Service or Training Videos to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service or Training Videos; (c) violations of Your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Service or Training Materials.
THE LAUGHTER ONLINE UNIVERSITY SERVICES AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THIS SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. UNDER NO CIRCUMSTANCES WILL THE LAUGHTER ONLINE UNIVERSITY, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR OUR SUPPLIERS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE, FROM THIRD PARTIES (SUCH AS EXPERTS, OR OTHERS) OR A LINKED SITE, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM THIS SITE, A THIRD PARTY OR A LINKED SITE. USE OF THIS SITE IS AT USERS’ SOLE RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WWW.laughteronlineuniversity.com OR THROUGH OR FROM THE LAUGHTER ONLINE UNIVERSITY SERVICES SHALL CREATE ANY WARRANTY.
The information and services included in or available through the Service, including the Reports and Email or Help Desk replies, may include inaccuracies or typographical errors. Changes are periodically added to the information herein. The Laughter Online University and/or its respective suppliers may make improvements and/or changes in the Service or Software at any time, with or without notice. The Laughter Online University does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service, the Training Videos or any other software on the Server are free of viruses or other harmful components. The Laughter Online University does not warrant or represent that the use of the Service or the Training Videos will be correct, accurate, timely or otherwise reliable.
THE SERVICE, THE TRAINING VIDEOS AND REPORTS ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY THE LAUGHTER ONLINE UNIVERSITY AND/OR ITS SUBSIDIARIES AND AFFILIATES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, THE TRAINING VIDEOS, THE DOCUMENTATION AND REPORTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. THE LAUGHTER ONLINE UNIVERSITY DOES NOT WARRANT THAT THE SERVICE, THE TRAINING VIDEOS OR RELATED DOCUMENTATION WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY
THE LAUGHTER ONLINE UNIVERSITY AND ITS WHOLLY OWNED SUBSIDIARIES WILL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR INCORRECT INFORMATION), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF THE LAUGHTER ONLINE UNIVERSITY AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU. PLEASE READ MORE ABOUT OUR LIABILITY WAIVER AND RELEASE FOR INDIVIDUAL INSTRUCTION ON LAUGHTER YOGA AND/OR LAUGHTER WELLNESS.
12. SERVICE LEVELS
The Laughter Online University does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond the Laughter Online University’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where the Laughter Online University (or its wholly owned subsidiaries) or Your servers are located or co-located. Complete accuracy in all aspects of Your Training Record at all times also is not guaranteed.
13. PROPRIETARY RIGHTS NOTICE
The Service, which includes but is not limited to the Laughter Online University Training Videos and all intellectual property rights in the Service are, and shall remain, the property of the Laughter Online University (and its wholly owned subsidiaries). All rights in and to the Processing Software not expressly granted to You in this Agreement are hereby expressly reserved and retained by the Laughter Online University and its licensors without restriction, including, without limitation, the Laughter Online University’s (and its wholly owned subsidiaries’) right to sole ownership of the the Laughter Online University Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Service outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Processing Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of the Laughter Online University; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with the Laughter Online University (or its wholly owned subsidiaries) other than in the name of the Laughter Online University (or its wholly owned subsidiaries, as the case may be); or (e) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service.
Either party to the Agreement may terminate it at any time and for any reason. You must email us at at firstname.lastname@example.org. Please allow 3 days before your renewal date to ensure you are not automatically charged for the next month. Upon any termination or expiration of this Agreement, the Laughter Online University will cease providing the Training Materials.
In the event of any termination:
- (a) You will not be entitled to any refunds of any usage fees or any other fees
- (b) any (i) outstanding balance for Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Initial Term will be immediately due and payable in full
- (c) all of Your historical report data will no longer be available to You
The Laughter Online University reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time, by posting the new agreement to the site located at www.laughteronlineuniversity.com (or such other URL as the Laughter Online University may provide). You are responsible for regularly reviewing the policy. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of the Laughter Online University, (ii) You accept updated terms online, or (iii) You continue to use the Service after the Laughter Online University has posted updates to the Agreement or to any policy governing the Service.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. The Laughter Online University shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond the Laughter Online University’s reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Subscriber except with the Laughter Online University’s prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state California without regard to the conflict of laws provisions thereof. Both parties agree that any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts sitting in Los Angeles, California and waive any objection they may have to such jurisdiction, including on the ground that it is an inconvenient forum for the resolution of a dispute hereunder. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind the Laughter Online University in any respect whatsoever.
17. HOW TO CONTACT US
If you have any concerns regarding the service, or these terms of service, please contact us before using it and we will do our best to assist you promptly.
V2.1 – 01/15/2017