Terms & Conditions


IF YOU ARE IN IMMEDIATE NEED OF HELP, IN A CRISIS OR ARE HAVING SUICIDAL THOUGHTS, PLEASE CALL 911 OR VISIT YOUR NEAREST EMERGENCY ROOM. WE ARE NOT A MENTAL HEALTH CRISIS HELPLINE AND DO NOT HAVE THE RESOURCES OR MEDICAL EXPERTISE TO ASSIST YOU IN THESE SITUATIONS.


Last Updated: November 11, 2019


1. OUR SERVICES

Hello there! We are the Canadian Organization For Yoga And Mental Health Inc. (“we”, “us” or “our), the creator of a unique yoga and mental health program for eligible yoga students at select yoga studios (“Blu Matter Project”), along with an accompanying scheduling, booking and administration software platform for the Blu Matter Project (the “Blu Matter App”, the “Platform”, the “Blu Matter Platform” or the “Service”).


2. ABOUT THE TERMS


Application of the Terms. These terms of service (“Terms”) govern your access to and use of the Blu Matter App, which includes all software that we make that is related to the Blu Matter App or the Blu Matter Project, including but not limited to mobile apps, website, web apps, APIs, widgets, any and all app updates, anything that we make in the future, etc. Please do take some time to read these Terms carefully, and please do not hesitate to contact us if you have any questions. Our Terms also include our Privacy Policy, which can be found here Privacy Policy, and are incorporated into the Terms by reference.


We are happy to grant you a limited, non-exclusive, non-transferable and revocable license to use the Blu Matter App, but only if you agree to these Terms.


Modifying & Reviewing the Terms. We reserve the right to change or modify any of our Terms, at any time and in our sole discretion. We will always notify you if our terms change, and our Terms will always show the “last updated” date at the top. Any revisions of the Terms will be effective immediately upon us posting the notice of revisions on our Platform. If you no longer agree with our Terms, you must stop participating in the Blu Matter Project and using the Blu Matter App immediately.


3. THE BLU MATTER PROJECT


What is the Blu Matter Project? The Blue Matter Project invites those who have been diagnosed by their physician with depression, anxiety, PTSD or bipolar disorder (“Yoga Students”) to apply for and receive a six-month yoga pass to select yoga studios (“Partner Yoga Studios”) in their area who have agreed to and have been trained to offer certain yoga and mental health programming developed by us.


Applying to Participate in the Blu Matter Project

  1. Partner Yoga Studios: If you are a yoga studio interested in participating in the Blu Matter Project and becoming a Partner Yoga Studio, please apply pursuant to the instructions set out at the following link: Yogo Studios


  1. Yoga Students: If you have been diagnosed with depression, anxiety, PTSD or bipolar disorder and wish to participate in the Blu Matter Project, please apply pursuant to the instructions set out at the following link: Yoga Students


(each considered to be an “Application”)


Eligibility Requirements.

  1. Partner Yoga Studios: In order to be eligible to be accepted and approved to participate in the Blu Matter Project, you must, at minimum, meet the eligibility requirements as set out at the following link: Yoga Studios


  1. Yoga Students: In order to be eligible to be accepted and approved to participate in the Blu Matter Project, you must, at minimum, meet the eligibility requirements as set out at the following link: Yoga Students


(collectively, the “Eligibility Requirements”)


Approval. Approval to participate in the Blu Matter Project will ultimately be in our sole discretion, and will at minimum, depend on the completeness of your application, as well as whether you have submitted the required documentation.


Code of Conduct. Your participation in the Blu Matter Project is subject to our Code of Conduct, as set out in more detail at the following link Code of Conduct (“Code of Conduct”).


Home Studio. If you have been accepted to participate in the Blu Matter Project as a Yoga Student, you will be assigned to a local Partner Yoga Studio (“Home Studio”). The Home Studio is where you must attend your welcome session, along with your monthly meetings.


Yoga Student Obligations. If you have been accepted to participate in the Blu Matter Project as a Yoga Student, you must:

  1. Attend a welcome a session at your Home Studio;
  2. Attend 2-3 yoga classes per week at any Partner Yoga Studio;
  3. Attend a monthly meeting at your Home Studio; and
  4. Complete monthly surveys sent by us in connection with your participation in the Blu Matter Project.

(collectively, the “Yoga Student Obligations”)


4. THE BLU MATTER PLATFORM


What is the Blu Matter Platform

(a) Partner Yoga Studios: For Partner Yoga Studios who have been accepted to participate in the Blu Matter Project, the Blu Matter Platform is used as an administrative platform to (i) keep track of Yoga Students assigned to their studio; (ii) schedule Blu Matter Project welcome sessions; (iii) offer yoga classes to Yoga Students; (iv) keep track of Yoga Students’ attendance; (iv) administer your studio’s information; and (iv) any other feature that we may add from time to time. 


(b) Yoga Students: For Yoga Students who have been accepted to participate in the Blu Matter Project, the Blu Matter Platform is used to (i) book your Blu Matter Project welcome session; (ii) book your yoga classes; (iii) administer your personal information; and (iv) any other feature that we may add from time to time.


Mobile and Web Applications. Yoga Students will be able to use the Blu Matter App via either the mobile applications (iOS or Anroid) or the web application. Yoga Studios will only be able to use the Blu Matter App via the web application.


Studio Welcome Sessions. If you are a Yoga Student, you can only book yoga classes through the Blu Matter App once you have attended a welcome session at your Home Studio. You acknowledge that welcome sessions, along with any date and time changes, are scheduled at the discretion of your Home Studio.


Studio Class Schedules. Once you have attended a welcome session at your Home Studio, you may then use the Blu Matter App to book regular yoga classes at any of our Partner Yoga Studios. You acknowledge that yoga classes, along with any date, time, teacher changes or cancellations are at the discretion of each Partner Yoga Studio.


Blu Matter App May Change. Because we are always trying to improve the Platform, the Blu Matter App features may change over time. We may discontinue some features or introduce new features, but we will always try our best to give you notice when we make a material change to the Platform that might adversely affect you.


Blu Matter App Maintenance and Technology Limitations. We will make reasonable efforts to keep the Blu Matter App operational but technical difficulties and/or ongoing maintenance may result in temporary interruptions to the Platform. We reserve the right, at any time, to modify, suspend, or discontinue our Service at any time, with our without notice.


5. USERS & ACCOUNTS


Types of Users. As a user of the Blu Matter Platform, you are either a (i) Yoga Student (“Yoga Student User”); or (ii) Partner Yoga Studio (“Yoga Studio User”) (collectively, “Users”). 


Who can be a User. You can be a User if:

  1. Your age is at least the greater of the following: (i) 18 years old; and (ii) the minimum age as set out in our Eligibility Requirements to be accepted to participate in the Blu Matter Project;
  2. You have the mental capacity to form a legally binding contract with us;
  3. Your application to participate in the Blu Matter Project and Account has been approved by us, in our sole discretion; and
  4. You comply with our Code of Conduct throughout the duration of your participation in the Blu Matter Project; and
  5. If you comply with these Terms and all applicable laws.


In order to be a User, you must also create a Blu Matter App account (“Account”). If you create an Account on behalf of a company, organization or any other entity (“Company”), (i) “you” and “your” includes both yourself and that Company; and (ii) you promise that you are authorized to bind your Company to these Terms, that you agree to these Terms on your Company’s behalf and that you are authorized to act and use the Blu Matter App on behalf of your Company.


Creating an Account. You will go through the Account creation process when you submit your Application online to us. When you create an Account, you agree to provide accurate information for both yourself and your Company (if applicable), including but not limited to your name, your Company’s name, e-mail address, physical mailing address, phone number, etc. You also must ensure that your information in the Blu Matter App is always up-to-date. You also agree that you will:

  1. Always use a valid email address;
  2. Keep your password safe;
  3. Accept all risks of unauthorized access to your Account information or any other information you provide via the Blu Matter App;
  4. Be responsible for all activity linked to your Account;
  5. Not share your Account with anyone else.


Account Approval. After you create an Account and submit your Application, your Account is approved in our sole and absolute discretion and such approval may be withdrawn at any time in our sole and absolute discretion with or without notification. You acknowledge that Account approval is subject to our Eligibility Requirements, approval to participate in the Blu Matter Project, and other authorization on an as-needed basis. You understand that we may require you to provide us or our third party service providers copies of your government ID documents, letter from your physician or other sensitive identifying information.


Fees. There are currently no fees to create an Account or use the Blu Matter App, however, we reserve the right to introduce a fee in the future. If we decide to introduce such a fee, we will inform you accordingly and allow you to either continue or terminate your Account.


6. TERMINATION


Termination by You. You may terminate your Account at any time by contacting us at info@blumatterproject.com. 


Automatic Termination by Us. Your Account will be terminated six months after you attend the welcome session.


Discretionary Termination by Us. We may terminate or freeze your Account immediately and without notification, if, in our sole and absolute discretion:

  1. you abuse the Blu Matter App, the Blu Matter Project or any of its privileges, or if you fail to comply with these Terms, or make misrepresentations to us;
  2. we have a reasonable belief that your Account has been compromised or used to commit fraud, crimes or abuse the Blu Matter App or the Blu Matter Project; 
  3. it becomes apparent that your Application contained false or fraudulent information;
  4. you violated the Code of Conduct;
  5. if you are a Partner Yoga Studio, you no longer adhere to the values of the Blu Matter Project; or
  6. if you are a Yoga Student, you fail to comply with your Yoga Student Obligations.


Upon Termination. We reserve the right to retain information associated with your Account for a period of time (“Retention Period”) before deleting such information. This period of time may be a reasonable period of time, or a period of time in accordance with the applicable law. Terms that have the ability to survive termination will survive.


7. THIRD PARTY SERVICE PROVIDERS

Subject to Terms of Core Providers. You acknowledge that the Blu Matter App relies on best-in-class third-party service providers (“Core Providers”), to provide you with some core aspects of the Platform, including but not limited to the hosting of the Blu Matter App mobile and web applications, data storage, and database-as-a-service, etc. (“Core Aspects”). Such Core Aspects are subject to the terms, conditions and privacy policies of those Core Providers. In short, we cannot promise you more than what our Core Providers have promised us. Currently, our Core Providers include:

  1. MindBody (https://www.mindbodyonline.com);
  2. OpenCart (https://www.opencart.com);
  3. MailChimp (https://www.mailchimp.com);
  4. OVHcloud (https://www.ovh.com/ca);


Resolving Issues with Core Providers. We will use commercially reasonable efforts to ensure that we are able to provide all aspects of the Platform at all times, including the Core Aspects, but you must acknowledge that the Core Aspects are not within our direct control. We will also use best efforts to resolve any issues with our Core Providers, but ultimately, you acknowledge that we are not responsible for and we do not warrant the availability, suitability, quality, timeliness or condition of the Core Aspects, and that you accept the Platform on an as-is basis.


Jurisdiction of Core Providers. Due to the nature of our Core Providers on which we rely, any information or data transmitted through the Platform may be transmitted through or stored in jurisdictions other than the jurisdiction in which you reside, over which we have no direct control and which may have local legislation that applies. 


Liability Disclaimer. You hereby release us from all liability arising from any acts or omissions of our Core Providers and the data that is transmitted through or stored by them.


8. LICENSE GRANT & RESERVATION OF IP RIGHTS

Blu Matter App License Grant. We grant you a limited, non-exclusive, non-transferable and revocable license to use the Blu Matter App. Unless otherwise specified in writing, you may not resell, lease or provide it in any other way to anyone else.


License Grant for Linking. You are granted a limited, non-exclusive right to create a text hyperlink to the Blu Matter App, provided that such link does not portray us, or the Blu Matter App in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use our logo or other proprietary graphic of ours to link to the Blu Matter App or our website without the express written permission by us.


Reservation of Rights in Proprietary Materials. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of ours or any third party.


The Blu Matter App, including, without limitation, the content, metadata, design, organization, compilation, look and feel, the source, object, code and software (with the exception of licensed components) and all other protectable intellectual property available through and comprising the Blu Matter App (the “Proprietary Materials”) are the property of the Canadian Organization For Yoga And Mental Health Inc. and are protected by copyright and other intellectual property laws. Our rights in such Proprietary Materials are expressly reserved.


You may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone, unless with our written consent. You agree not to rearrange, modify, create derivative works using or reverse engineer the Proprietary Materials. You agree not to create, scrape or display our content for any purpose. You agree not to post any content from the Blu Matter App to other websites, blogs, forums, etc. unless with our written consent. 


Trademarks. The Blu Matter App and Blu Matter Project logo and all other product and service names, slogans or logos displayed on our platform are registered and/or common law trademarks belonging to us, and may not be copied, imitated or used, in whole or in part, without the prior written permission by us. In addition, the look and feel of the Blu Matter App, including all icons, user interface and user experience elements, custom graphics and scripts may not be imitated, used or copied in whole or in part, without the prior written permission by us. 


If Intellectual Property Rights Violated. Any violation of our intellectual property rights may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.


9. LIMITATIONS ON USE

Unacceptable Uses. You must not:

(i) Use the Blu Matter App in a way prohibited by law, regulation, governmental order or decree;

(ii) Use the Blu Matter App to violate the rights of others;

(iii) Use the Blu Matter App in a way that could harm the Blu Matter App or impair anyone’s use of it, including the use of any type of bot, virus, worm, or any other malicious code or instructions that are used to provide a means of surreptitious or unauthorized use of the Platform or damage the Platform;

(iv) Use the Blu Matter App for any illicit, obscene, abusive, violent, threatening purpose;

(v) Use the Blu Matter App for any high-risk, inherently dangerous, time-sensitive or mission critical purposes;

(vi) Use the Blu Matter App in a way that it is not intended to be used, including placing an unreasonable load on the the Blu Matter App infrastructure;

(vii) Use the Platform for the purpose of product benchmarking or other comparative analysis intended for publication without our written consent;

(viii) Use the Platform to develop or enhance any software, or any other derivative works of any software without our prior written consent;

(ix) Crawl or scrape the Platform;

(x) Use the Blu Matter App to reverse engineer, decompile or disassemble the Blu Matter App;

(i) To stalk or otherwise harass, threaten, or defame the Canadian Organization For Yoga And Mental Health Inc. and its Representatives, the Blu Matter App, other the Blu Matter App Users, or any other person or entity;

(ii) Use the Blu Matter App in a way that is harmful, fraudulent, obscene or otherwise objectionable;

(iii) Jeopardize the security of your the Blu Matter App Account or anyone else’s including allowing someone else to log in to your Account;

(iv) Attempt, in any manner, to obtain the password, account or other security information of any other User;

(v) Violate the security of any computer network or crack any passwords or security encryption codes;

(vi) To attempt to probe, scan or test the vulnerability of any the Blu Matter App server or network or breach any security or authentication measures;

(vii) Assist any other party, directly or indirectly in performing those foregoing acts described above in (i) to (vi).


Fair Use. We are committed to providing best-in-class service and value to all Users of the Blu Matter App, and to all participants in the Blu Matter Project, Yoga Students and Partner Yoga Studios alike. To this end, we retain the right to impose limits on your usage of the Platform or terminate your Account if we reasonably believe that your usage is not consistent with normal, fair and reasonable use of such Services. For example, you may not consistently book an excessive amount of yoga classes each week, but only show up for the minimum number of classes required as part of your Yoga Student Obligations. These limits may change from time to time, in our sole discretion, and may be based on certain factors, either in the aggregate or on a per-week, including but not limited to: number of classes booked per day, number of classes booked per week, number of cancelled classes, number of no-show classes, etc.


Compliance with Laws. Your use of the Platform is subject to all applicable local, provincial, state, federal and international laws and regulations (including, without limitation those laws governing data collection, export control, consumer protection, unfair competition, anti-discrimination, false advertising, criminal laws, etc.)


Prohibitions on Information Entered. Throughout your use of the Blu Matter App, you will be prompted to enter various information (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas. While using the Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish any of the following:

  1. Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy pro publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial national or international law;
  3. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or proprietary right of any party;
  4. Unsolicited promotions, political campaigning, advertising or solicitations;
  5. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, credit card numbers, unless expressly permitted by such third party;
  6. Viruses, corrupted data or other harmful, disruptive or destructive files; 
  7. Content used to probe, scan or test the vulnerability of the Blu Matter App, our servers, or service providers or our network; and
  8. Content that is unrelated to the topic of the Interactive Areas in which such content is posted.


10. DISCLAIMER


Your use of the Blu Matter App and participation in the Blu Matter Project is at your own risk. The Blu Matter App and Blu Matter Project is provided to you on an “as-is” and “as-available” basis without warranties from us of any kind, either express or implied. We expressly disclaim all representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability, fitness for a particular purpose, title and non-infringement. We expressly disclaim all representations and warranties about the accuracy, completeness, timeliness or efficacy of any Core Aspect and assume no liability or responsibility in connection with any Core Aspect. If any applicable authority holds any portion of this section to be unenforceable, then our liability and responsibility will be limited to the extent permitted by law.


11. LIMITATION OF LIABILITY

In no event will we, our respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, Partner Yoga Studios and each of its Representatives, be liable in any manner whatsoever for any damages of any kind, including but not limited to indirect, incidental, consequential, special or punitive damages arising out of: 

  1. Your access, use or inability to use the Blu Matter Project;
  2. Your attendance at any welcome session or monthly meetings at your Home Studio;
  3. Your attendance at any yoga class at any Partner Yoga Studio;
  4. Your use of any content in the Blu Matter App;
  5. Late, lost, delayed, damaged, misdirected or otherwise, electronic correspondence or communities;
  6. Any condition caused by events beyond our control that may cause the Blu Matter App to be disrupted or yoga classes, welcome sessions or monthly meetings to be cancelled or rescheduled;
  7. Any printing, human, typographical or other errors or ambiguities in or involving any online or printed materials associated with the Blu Matter App or the Blu Matter Project;
  8. Any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure (including damages that result from inaccuracy of the information, inconvenience, delay, or loss of the use of the Blu Matter App);
  9. Any unauthorized access to or use of our secure servers and/or any and all information stored therein;
  10. Any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Blu Matter App by any third party; and
  11. The cost of procurement of substitute goods and services resulting from your use of the Blu Matter App;
  12. Any and all losses, damages, rights, claims and action of any kind in connection with or resulting from your use of the Blu Matter App or participation in the Blu Matter Project.


In no event shall our total liability to you, for any and all damages, losses, and causes of action (whether in contract, tort, or otherwise) exceed the amount paid by you to us, if any, in the past year. If any portion of this Limitation of Liability is found to be invalid, our liability shall be limited to the extent permitted by applicable law.


12. INDEMNIFICATION

You agree to defend, indemnify, and to hold harmless the Canadian Organization For Yoga And Mental Health Inc., its Representatives, parent companies, affiliates, subsidiaries and assigns, Partner Yoga Studios and each of its Representatives, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and legal fees on account thereof) arising, resulting from or relating to:

  1. Your access, use or inability to use the Blu Matter App;
  2. Your participation in the Blu Matter Project;
  3. An allegation that you violated any of these Terms;

This indemnification obligation applies whether a claim against us arises out of contract or tort (including strict liability), and regardless of the form of action.


13. COMMUNICATIONS

Notice Methods. We may provide notices to you in the following ways:

  1. By email to the email address as specified in your account settings;
  2. By posting a notice on our Platform in an area suitable for notices. It is your responsibility to review our Platform for notices; 
  3. By calling the telephone number specified in your account settings; and
  4. By mail to the address specified in your account settings.


Content of Notices. We may send you email information regarding issues such as your account status, system messages, mandatory updates, notices related to privacy or security, etc. (“Administrative Messages”). 


For other messages and information relating to the Blu Matter App or the Blu Matter Project, other than Administrative Messages, you will only receive these messages if you expressly opt-in to consent (or where an exemption for implied consent due to an existing business relationship applies) to receive these other types of information from us. In addition, at any point in time after you opt-in, you will have the opportunity to opt-out of receiving such messages.


14. APPLICABLE LAW & DISPUTE RESOLUTION

Governing Law. The Blu Matter App is controlled by the Canadian Organization For Yoga and Mental Health Inc. and operated by it from its offices in Toronto, Ontario, Canada. Both you and us agree that both parties will benefit from establishing a predictable legal environment with regards to the Blu Matter App and the Blu Matter Project. Therefore, you and us explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Blu Matter App will be governed by the laws of Ontario.


Waiver of Future Class Action. Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Canadian Organization For Yoga and Mental Health Inc. and its Representatives related to any claim, and where applicable, you also agree to opt out of any class proceedings against Canadian Organization For Yoga and Mental Health Inc. and its Representatives.


15. FEEDBACK

Feedback includes, without limitation, bug reporting, feedback, ideas or suggestions relating to the Blu Matter App or Blu Matter Project, new or improved features, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotion. We have no obligation to review any Feedback nor do we have any obligation to keep any Feedback confidential. If you do send us any Feedback, we will automatically own such Feedback without restriction, and we will not acknowledge or compensate you. If you wish to preserve any interest you might have in your Feedback, you should not send them to us.


16. GENERAL

Electronic Contracting. Your affirmative act of accepting our Terms constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.

Amendment. No amendments, modifications or waivers to these Terms shall be valid unless in writing and signed by all Parties.

Assignment. You may in no circumstance assign your Blue Matter App Account to any third party.

Severability. If any part of these Terms is considered invalid for whatever reason, the remaining parts of these Terms will still be considered valid and enforceable.

Force majeure. We shall not be liable for any delay or failure in performance of our obligations to you by reason of occurrence or contingency beyond our reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements or action or other events that are beyond our reasonable control. 

Entire Agreement. These Terms, and the Privacy Policy, and any other terms expressly incorporated herein, represents the entire Agreement between you and us, and overrules any previous communications, understandings, etc.

Questions and Comments. If you have any questions regarding these Terms or your use of the Blu Matter App and the Blu Matter Project, please contact us at info@blumatterproject.com.


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Blu Matter App Maintenance and Technology Limitations. We will make reasonable efforts to keep the Blu Matter App operational but technical difficulties and/or ongoing maintenance may result in temporary interruptions to the Platform. We reserve the right, at any time, to modify, suspend, or discontinue our Service at any time, with our without notice.


5. USERS & ACCOUNTS


Types of Users. As a user of the Blu Matter Platform, you are either a (i) Yoga Student (“Yoga Student User”); or (ii) Partner Yoga Studio (“Yoga Studio User”) (collectively, “Users”). 


Who can be a User. You can be a User if:

  1. Your age is at least the greater of the following: (i) 18 years old; and (ii) the minimum age as set out in our Eligibility Requirements to be accepted to participate in the Blu Matter Project;
  2. You have the mental capacity to form a legally binding contract with us;
  3. Your application to participate in the Blu Matter Project and Account has been approved by us, in our sole discretion; and
  4. You comply with our Code of Conduct throughout the duration of your participation in the Blu Matter Project; and
  5. If you comply with these Terms and all applicable laws.


In order to be a User, you must also create a Blu Matter App account (“Account”). If you create an Account on behalf of a company, organization or any other entity (“Company”), (i) “you” and “your” includes both yourself and that Company; and (ii) you promise that you are authorized to bind your Company to these Terms, that you agree to these Terms on your Company’s behalf and that you are authorized to act and use the Blu Matter App on behalf of your Company.


Creating an Account. You will go through the Account creation process when you submit your Application online to us. When you create an Account, you agree to provide accurate information for both yourself and your Company (if applicable), including but not limited to your name, your Company’s name, e-mail address, physical mailing address, phone number, etc. You also must ensure that your information in the Blu Matter App is always up-to-date. You also agree that you will:

  1. Always use a valid email address;
  2. Keep your password safe;
  3. Accept all risks of unauthorized access to your Account information or any other information you provide via the Blu Matter App;
  4. Be responsible for all activity linked to your Account;
  5. Not share your Account with anyone else.


Account Approval. After you create an Account and submit your Application, your Account is approved in our sole and absolute discretion and such approval may be withdrawn at any time in our sole and absolute discretion with or without notification. You acknowledge that Account approval is subject to our Eligibility Requirements, approval to participate in the Blu Matter Project, and other authorization on an as-needed basis. You understand that we may require you to provide us or our third party service providers copies of your government ID documents, letter from your physician or other sensitive identifying information.


Fees. There are currently no fees to create an Account or use the Blu Matter App, however, we reserve the right to introduce a fee in the future. If we decide to introduce such a fee, we will inform you accordingly and allow you to either continue or terminate your Account.


6. TERMINATION


Termination by You. You may terminate your Account at any time by contacting us at info@blumatterproject.com. 


Automatic Termination by Us. Your Account will be terminated six months after you attend the welcome session.


Discretionary Termination by Us. We may terminate or freeze your Account immediately and without notification, if, in our sole and absolute discretion:

  1. you abuse the Blu Matter App, the Blu Matter Project or any of its privileges, or if you fail to comply with these Terms, or make misrepresentations to us;
  2. we have a reasonable belief that your Account has been compromised or used to commit fraud, crimes or abuse the Blu Matter App or the Blu Matter Project; 
  3. it becomes apparent that your Application contained false or fraudulent information;
  4. you violated the Code of Conduct;
  5. if you are a Partner Yoga Studio, you no longer adhere to the values of the Blu Matter Project; or
  6. if you are a Yoga Student, you fail to comply with your Yoga Student Obligations.


Upon Termination. We reserve the right to retain information associated with your Account for a period of time (“Retention Period”) before deleting such information. This period of time may be a reasonable period of time, or a period of time in accordance with the applicable law. Terms that have the ability to survive termination will survive.


7. THIRD PARTY SERVICE PROVIDERS

Subject to Terms of Core Providers. You acknowledge that the Blu Matter App relies on best-in-class third-party service providers (“Core Providers”), to provide you with some core aspects of the Platform, including but not limited to the hosting of the Blu Matter App mobile and web applications, data storage, and database-as-a-service, etc. (“Core Aspects”). Such Core Aspects are subject to the terms, conditions and privacy policies of those Core Providers. In short, we cannot promise you more than what our Core Providers have promised us. Currently, our Core Providers include:

  1. MindBody (https://www.mindbodyonline.com);
  2. OpenCart (https://www.opencart.com);
  3. MailChimp (https://www.mailchimp.com);
  4. OVHcloud (https://www.ovh.com/ca);


Resolving Issues with Core Providers. We will use commercially reasonable efforts to ensure that we are able to provide all aspects of the Platform at all times, including the Core Aspects, but you must acknowledge that the Core Aspects are not within our direct control. We will also use best efforts to resolve any issues with our Core Providers, but ultimately, you acknowledge that we are not responsible for and we do not warrant the availability, suitability, quality, timeliness or condition of the Core Aspects, and that you accept the Platform on an as-is basis.


Jurisdiction of Core Providers. Due to the nature of our Core Providers on which we rely, any information or data transmitted through the Platform may be transmitted through or stored in jurisdictions other than the jurisdiction in which you reside, over which we have no direct control and which may have local legislation that applies. 


Liability Disclaimer. You hereby release us from all liability arising from any acts or omissions of our Core Providers and the data that is transmitted through or stored by them.


8. LICENSE GRANT & RESERVATION OF IP RIGHTS

Blu Matter App License Grant. We grant you a limited, non-exclusive, non-transferable and revocable license to use the Blu Matter App. Unless otherwise specified in writing, you may not resell, lease or provide it in any other way to anyone else.


License Grant for Linking. You are granted a limited, non-exclusive right to create a text hyperlink to the Blu Matter App, provided that such link does not portray us, or the Blu Matter App in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use our logo or other proprietary graphic of ours to link to the Blu Matter App or our website without the express written permission by us.


Reservation of Rights in Proprietary Materials. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of ours or any third party.


The Blu Matter App, including, without limitation, the content, metadata, design, organization, compilation, look and feel, the source, object, code and software (with the exception of licensed components) and all other protectable intellectual property available through and comprising the Blu Matter App (the “Proprietary Materials”) are the property of the Canadian Organization For Yoga And Mental Health Inc. and are protected by copyright and other intellectual property laws. Our rights in such Proprietary Materials are expressly reserved.


You may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone, unless with our written consent. You agree not to rearrange, modify, create derivative works using or reverse engineer the Proprietary Materials. You agree not to create, scrape or display our content for any purpose. You agree not to post any content from the Blu Matter App to other websites, blogs, forums, etc. unless with our written consent. 


Trademarks. The Blu Matter App and Blu Matter Project logo and all other product and service names, slogans or logos displayed on our platform are registered and/or common law trademarks belonging to us, and may not be copied, imitated or used, in whole or in part, without the prior written permission by us. In addition, the look and feel of the Blu Matter App, including all icons, user interface and user experience elements, custom graphics and scripts may not be imitated, used or copied in whole or in part, without the prior written permission by us. 


If Intellectual Property Rights Violated. Any violation of our intellectual property rights may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.


9. LIMITATIONS ON USE

Unacceptable Uses. You must not:

(i) Use the Blu Matter App in a way prohibited by law, regulation, governmental order or decree;

(ii) Use the Blu Matter App to violate the rights of others;

(iii) Use the Blu Matter App in a way that could harm the Blu Matter App or impair anyone’s use of it, including the use of any type of bot, virus, worm, or any other malicious code or instructions that are used to provide a means of surreptitious or unauthorized use of the Platform or damage the Platform;

(iv) Use the Blu Matter App for any illicit, obscene, abusive, violent, threatening purpose;

(v) Use the Blu Matter App for any high-risk, inherently dangerous, time-sensitive or mission critical purposes;

(vi) Use the Blu Matter App in a way that it is not intended to be used, including placing an unreasonable load on the the Blu Matter App infrastructure;

(vii) Use the Platform for the purpose of product benchmarking or other comparative analysis intended for publication without our written consent;

(viii) Use the Platform to develop or enhance any software, or any other derivative works of any software without our prior written consent;

(ix) Crawl or scrape the Platform;

(x) Use the Blu Matter App to reverse engineer, decompile or disassemble the Blu Matter App;

(i) To stalk or otherwise harass, threaten, or defame the Canadian Organization For Yoga And Mental Health Inc. and its Representatives, the Blu Matter App, other the Blu Matter App Users, or any other person or entity;

(ii) Use the Blu Matter App in a way that is harmful, fraudulent, obscene or otherwise objectionable;

(iii) Jeopardize the security of your the Blu Matter App Account or anyone else’s including allowing someone else to log in to your Account;

(iv) Attempt, in any manner, to obtain the password, account or other security information of any other User;

(v) Violate the security of any computer network or crack any passwords or security encryption codes;

(vi) To attempt to probe, scan or test the vulnerability of any the Blu Matter App server or network or breach any security or authentication measures;

(vii) Assist any other party, directly or indirectly in performing those foregoing acts described above in (i) to (vi).


Fair Use. We are committed to providing best-in-class service and value to all Users of the Blu Matter App, and to all participants in the Blu Matter Project, Yoga Students and Partner Yoga Studios alike. To this end, we retain the right to impose limits on your usage of the Platform or terminate your Account if we reasonably believe that your usage is not consistent with normal, fair and reasonable use of such Services. For example, you may not consistently book an excessive amount of yoga classes each week, but only show up for the minimum number of classes required as part of your Yoga Student Obligations. These limits may change from time to time, in our sole discretion, and may be based on certain factors, either in the aggregate or on a per-week, including but not limited to: number of classes booked per day, number of classes booked per week, number of cancelled classes, number of no-show classes, etc.


Compliance with Laws. Your use of the Platform is subject to all applicable local, provincial, state, federal and international laws and regulations (including, without limitation those laws governing data collection, export control, consumer protection, unfair competition, anti-discrimination, false advertising, criminal laws, etc.)


Prohibitions on Information Entered. Throughout your use of the Blu Matter App, you will be prompted to enter various information (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas. While using the Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish any of the following:

  1. Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy pro publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial national or international law;
  3. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or proprietary right of any party;
  4. Unsolicited promotions, political campaigning, advertising or solicitations;
  5. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, credit card numbers, unless expressly permitted by such third party;
  6. Viruses, corrupted data or other harmful, disruptive or destructive files; 
  7. Content used to probe, scan or test the vulnerability of the Blu Matter App, our servers, or service providers or our network; and
  8. Content that is unrelated to the topic of the Interactive Areas in which such content is posted.


10. DISCLAIMER


Your use of the Blu Matter App and participation in the Blu Matter Project is at your own risk. The Blu Matter App and Blu Matter Project is provided to you on an “as-is” and “as-available” basis without warranties from us of any kind, either express or implied. We expressly disclaim all representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability, fitness for a particular purpose, title and non-infringement. We expressly disclaim all representations and warranties about the accuracy, completeness, timeliness or efficacy of any Core Aspect and assume no liability or responsibility in connection with any Core Aspect. If any applicable authority holds any portion of this section to be unenforceable, then our liability and responsibility will be limited to the extent permitted by law.


11. LIMITATION OF LIABILITY

In no event will we, our respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, Partner Yoga Studios and each of its Representatives, be liable in any manner whatsoever for any damages of any kind, including but not limited to indirect, incidental, consequential, special or punitive damages arising out of: 

  1. Your access, use or inability to use the Blu Matter Project;
  2. Your attendance at any welcome session or monthly meetings at your Home Studio;
  3. Your attendance at any yoga class at any Partner Yoga Studio;
  4. Your use of any content in the Blu Matter App;
  5. Late, lost, delayed, damaged, misdirected or otherwise, electronic correspondence or communities;
  6. Any condition caused by events beyond our control that may cause the Blu Matter App to be disrupted or yoga classes, welcome sessions or monthly meetings to be cancelled or rescheduled;
  7. Any printing, human, typographical or other errors or ambiguities in or involving any online or printed materials associated with the Blu Matter App or the Blu Matter Project;
  8. Any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure (including damages that result from inaccuracy of the information, inconvenience, delay, or loss of the use of the Blu Matter App);
  9. Any unauthorized access to or use of our secure servers and/or any and all information stored therein;
  10. Any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Blu Matter App by any third party; and
  11. The cost of procurement of substitute goods and services resulting from your use of the Blu Matter App;
  12. Any and all losses, damages, rights, claims and action of any kind in connection with or resulting from your use of the Blu Matter App or participation in the Blu Matter Project.


In no event shall our total liability to you, for any and all damages, losses, and causes of action (whether in contract, tort, or otherwise) exceed the amount paid by you to us, if any, in the past year. If any portion of this Limitation of Liability is found to be invalid, our liability shall be limited to the extent permitted by applicable law.


12. INDEMNIFICATION

You agree to defend, indemnify, and to hold harmless the Canadian Organization For Yoga And Mental Health Inc., its Representatives, parent companies, affiliates, subsidiaries and assigns, Partner Yoga Studios and each of its Representatives, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and legal fees on account thereof) arising, resulting from or relating to:

  1. Your access, use or inability to use the Blu Matter App;
  2. Your participation in the Blu Matter Project;
  3. An allegation that you violated any of these Terms;

This indemnification obligation applies whether a claim against us arises out of contract or tort (including strict liability), and regardless of the form of action.


13. COMMUNICATIONS

Notice Methods. We may provide notices to you in the following ways:

  1. By email to the email address as specified in your account settings;
  2. By posting a notice on our Platform in an area suitable for notices. It is your responsibility to review our Platform for notices; 
  3. By calling the telephone number specified in your account settings; and
  4. By mail to the address specified in your account settings.


Content of Notices. We may send you email information regarding issues such as your account status, system messages, mandatory updates, notices related to privacy or security, etc. (“Administrative Messages”). 


For other messages and information relating to the Blu Matter App or the Blu Matter Project, other than Administrative Messages, you will only receive these messages if you expressly opt-in to consent (or where an exemption for implied consent due to an existing business relationship applies) to receive these other types of information from us. In addition, at any point in time after you opt-in, you will have the opportunity to opt-out of receiving such messages.


14. APPLICABLE LAW & DISPUTE RESOLUTION

Governing Law. The Blu Matter App is controlled by the Canadian Organization For Yoga and Mental Health Inc. and operated by it from its offices in Toronto, Ontario, Canada. Both you and us agree that both parties will benefit from establishing a predictable legal environment with regards to the Blu Matter App and the Blu Matter Project. Therefore, you and us explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Blu Matter App will be governed by the laws of Ontario.


Waiver of Future Class Action. Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Canadian Organization For Yoga and Mental Health Inc. and its Representatives related to any claim, and where applicable, you also agree to opt out of any class proceedings against Canadian Organization For Yoga and Mental Health Inc. and its Representatives.


15. FEEDBACK

Feedback includes, without limitation, bug reporting, feedback, ideas or suggestions relating to the Blu Matter App or Blu Matter Project, new or improved features, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotion. We have no obligation to review any Feedback nor do we have any obligation to keep any Feedback confidential. If you do send us any Feedback, we will automatically own such Feedback without restriction, and we will not acknowledge or compensate you. If you wish to preserve any interest you might have in your Feedback, you should not send them to us.


16. GENERAL

Electronic Contracting. Your affirmative act of accepting our Terms constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.

Amendment. No amendments, modifications or waivers to these Terms shall be valid unless in writing and signed by all Parties.

Assignment. You may in no circumstance assign your Blue Matter App Account to any third party.

Severability. If any part of these Terms is considered invalid for whatever reason, the remaining parts of these Terms will still be considered valid and enforceable.

Force majeure. We shall not be liable for any delay or failure in performance of our obligations to you by reason of occurrence or contingency beyond our reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements or action or other events that are beyond our reasonable control. 

Entire Agreement. These Terms, and the Privacy Policy, and any other terms expressly incorporated herein, represents the entire Agreement between you and us, and overrules any previous communications, understandings, etc.

Questions and Comments. If you have any questions regarding these Terms or your use of the Blu Matter App and the Blu Matter Project, please contact us at info@blumatterproject.com.


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Blu Matter App Maintenance and Technology Limitations. We will make reasonable efforts to keep the Blu Matter App operational but technical difficulties and/or ongoing maintenance may result in temporary interruptions to the Platform. We reserve the right, at any time, to modify, suspend, or discontinue our Service at any time, with our without notice.


5. USERS & ACCOUNTS


Types of Users. As a user of the Blu Matter Platform, you are either a (i) Yoga Student (“Yoga Student User”); or (ii) Partner Yoga Studio (“Yoga Studio User”) (collectively, “Users”). 


Who can be a User. You can be a User if:

  1. Your age is at least the greater of the following: (i) 18 years old; and (ii) the minimum age as set out in our Eligibility Requirements to be accepted to participate in the Blu Matter Project;
  2. You have the mental capacity to form a legally binding contract with us;
  3. Your application to participate in the Blu Matter Project and Account has been approved by us, in our sole discretion; and
  4. You comply with our Code of Conduct throughout the duration of your participation in the Blu Matter Project; and
  5. If you comply with these Terms and all applicable laws.


In order to be a User, you must also create a Blu Matter App account (“Account”). If you create an Account on behalf of a company, organization or any other entity (“Company”), (i) “you” and “your” includes both yourself and that Company; and (ii) you promise that you are authorized to bind your Company to these Terms, that you agree to these Terms on your Company’s behalf and that you are authorized to act and use the Blu Matter App on behalf of your Company.


Creating an Account. You will go through the Account creation process when you submit your Application online to us. When you create an Account, you agree to provide accurate information for both yourself and your Company (if applicable), including but not limited to your name, your Company’s name, e-mail address, physical mailing address, phone number, etc. You also must ensure that your information in the Blu Matter App is always up-to-date. You also agree that you will:

  1. Always use a valid email address;
  2. Keep your password safe;
  3. Accept all risks of unauthorized access to your Account information or any other information you provide via the Blu Matter App;
  4. Be responsible for all activity linked to your Account;
  5. Not share your Account with anyone else.


Account Approval. After you create an Account and submit your Application, your Account is approved in our sole and absolute discretion and such approval may be withdrawn at any time in our sole and absolute discretion with or without notification. You acknowledge that Account approval is subject to our Eligibility Requirements, approval to participate in the Blu Matter Project, and other authorization on an as-needed basis. You understand that we may require you to provide us or our third party service providers copies of your government ID documents, letter from your physician or other sensitive identifying information.


Fees. There are currently no fees to create an Account or use the Blu Matter App, however, we reserve the right to introduce a fee in the future. If we decide to introduce such a fee, we will inform you accordingly and allow you to either continue or terminate your Account.


6. TERMINATION


Termination by You. You may terminate your Account at any time by contacting us at info@blumatterproject.com. 


Automatic Termination by Us. Your Account will be terminated six months after you attend the welcome session.


Discretionary Termination by Us. We may terminate or freeze your Account immediately and without notification, if, in our sole and absolute discretion:

  1. you abuse the Blu Matter App, the Blu Matter Project or any of its privileges, or if you fail to comply with these Terms, or make misrepresentations to us;
  2. we have a reasonable belief that your Account has been compromised or used to commit fraud, crimes or abuse the Blu Matter App or the Blu Matter Project; 
  3. it becomes apparent that your Application contained false or fraudulent information;
  4. you violated the Code of Conduct;
  5. if you are a Partner Yoga Studio, you no longer adhere to the values of the Blu Matter Project; or
  6. if you are a Yoga Student, you fail to comply with your Yoga Student Obligations.


Upon Termination. We reserve the right to retain information associated with your Account for a period of time (“Retention Period”) before deleting such information. This period of time may be a reasonable period of time, or a period of time in accordance with the applicable law. Terms that have the ability to survive termination will survive.


7. THIRD PARTY SERVICE PROVIDERS

Subject to Terms of Core Providers. You acknowledge that the Blu Matter App relies on best-in-class third-party service providers (“Core Providers”), to provide you with some core aspects of the Platform, including but not limited to the hosting of the Blu Matter App mobile and web applications, data storage, and database-as-a-service, etc. (“Core Aspects”). Such Core Aspects are subject to the terms, conditions and privacy policies of those Core Providers. In short, we cannot promise you more than what our Core Providers have promised us. Currently, our Core Providers include:

  1. MindBody (https://www.mindbodyonline.com);
  2. OpenCart (https://www.opencart.com);
  3. MailChimp (https://www.mailchimp.com);
  4. OVHcloud (https://www.ovh.com/ca);


Resolving Issues with Core Providers. We will use commercially reasonable efforts to ensure that we are able to provide all aspects of the Platform at all times, including the Core Aspects, but you must acknowledge that the Core Aspects are not within our direct control. We will also use best efforts to resolve any issues with our Core Providers, but ultimately, you acknowledge that we are not responsible for and we do not warrant the availability, suitability, quality, timeliness or condition of the Core Aspects, and that you accept the Platform on an as-is basis.


Jurisdiction of Core Providers. Due to the nature of our Core Providers on which we rely, any information or data transmitted through the Platform may be transmitted through or stored in jurisdictions other than the jurisdiction in which you reside, over which we have no direct control and which may have local legislation that applies. 


Liability Disclaimer. You hereby release us from all liability arising from any acts or omissions of our Core Providers and the data that is transmitted through or stored by them.


8. LICENSE GRANT & RESERVATION OF IP RIGHTS

Blu Matter App License Grant. We grant you a limited, non-exclusive, non-transferable and revocable license to use the Blu Matter App. Unless otherwise specified in writing, you may not resell, lease or provide it in any other way to anyone else.


License Grant for Linking. You are granted a limited, non-exclusive right to create a text hyperlink to the Blu Matter App, provided that such link does not portray us, or the Blu Matter App in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use our logo or other proprietary graphic of ours to link to the Blu Matter App or our website without the express written permission by us.


Reservation of Rights in Proprietary Materials. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of ours or any third party.


The Blu Matter App, including, without limitation, the content, metadata, design, organization, compilation, look and feel, the source, object, code and software (with the exception of licensed components) and all other protectable intellectual property available through and comprising the Blu Matter App (the “Proprietary Materials”) are the property of the Canadian Organization For Yoga And Mental Health Inc. and are protected by copyright and other intellectual property laws. Our rights in such Proprietary Materials are expressly reserved.


You may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone, unless with our written consent. You agree not to rearrange, modify, create derivative works using or reverse engineer the Proprietary Materials. You agree not to create, scrape or display our content for any purpose. You agree not to post any content from the Blu Matter App to other websites, blogs, forums, etc. unless with our written consent. 


Trademarks. The Blu Matter App and Blu Matter Project logo and all other product and service names, slogans or logos displayed on our platform are registered and/or common law trademarks belonging to us, and may not be copied, imitated or used, in whole or in part, without the prior written permission by us. In addition, the look and feel of the Blu Matter App, including all icons, user interface and user experience elements, custom graphics and scripts may not be imitated, used or copied in whole or in part, without the prior written permission by us. 


If Intellectual Property Rights Violated. Any violation of our intellectual property rights may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.


9. LIMITATIONS ON USE

Unacceptable Uses. You must not:

(i) Use the Blu Matter App in a way prohibited by law, regulation, governmental order or decree;

(ii) Use the Blu Matter App to violate the rights of others;

(iii) Use the Blu Matter App in a way that could harm the Blu Matter App or impair anyone’s use of it, including the use of any type of bot, virus, worm, or any other malicious code or instructions that are used to provide a means of surreptitious or unauthorized use of the Platform or damage the Platform;

(iv) Use the Blu Matter App for any illicit, obscene, abusive, violent, threatening purpose;

(v) Use the Blu Matter App for any high-risk, inherently dangerous, time-sensitive or mission critical purposes;

(vi) Use the Blu Matter App in a way that it is not intended to be used, including placing an unreasonable load on the the Blu Matter App infrastructure;

(vii) Use the Platform for the purpose of product benchmarking or other comparative analysis intended for publication without our written consent;

(viii) Use the Platform to develop or enhance any software, or any other derivative works of any software without our prior written consent;

(ix) Crawl or scrape the Platform;

(x) Use the Blu Matter App to reverse engineer, decompile or disassemble the Blu Matter App;

(i) To stalk or otherwise harass, threaten, or defame the Canadian Organization For Yoga And Mental Health Inc. and its Representatives, the Blu Matter App, other the Blu Matter App Users, or any other person or entity;

(ii) Use the Blu Matter App in a way that is harmful, fraudulent, obscene or otherwise objectionable;

(iii) Jeopardize the security of your the Blu Matter App Account or anyone else’s including allowing someone else to log in to your Account;

(iv) Attempt, in any manner, to obtain the password, account or other security information of any other User;

(v) Violate the security of any computer network or crack any passwords or security encryption codes;

(vi) To attempt to probe, scan or test the vulnerability of any the Blu Matter App server or network or breach any security or authentication measures;

(vii) Assist any other party, directly or indirectly in performing those foregoing acts described above in (i) to (vi).


Fair Use. We are committed to providing best-in-class service and value to all Users of the Blu Matter App, and to all participants in the Blu Matter Project, Yoga Students and Partner Yoga Studios alike. To this end, we retain the right to impose limits on your usage of the Platform or terminate your Account if we reasonably believe that your usage is not consistent with normal, fair and reasonable use of such Services. For example, you may not consistently book an excessive amount of yoga classes each week, but only show up for the minimum number of classes required as part of your Yoga Student Obligations. These limits may change from time to time, in our sole discretion, and may be based on certain factors, either in the aggregate or on a per-week, including but not limited to: number of classes booked per day, number of classes booked per week, number of cancelled classes, number of no-show classes, etc.


Compliance with Laws. Your use of the Platform is subject to all applicable local, provincial, state, federal and international laws and regulations (including, without limitation those laws governing data collection, export control, consumer protection, unfair competition, anti-discrimination, false advertising, criminal laws, etc.)


Prohibitions on Information Entered. Throughout your use of the Blu Matter App, you will be prompted to enter various information (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas. While using the Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish any of the following:

  1. Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy pro publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial national or international law;
  3. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or proprietary right of any party;
  4. Unsolicited promotions, political campaigning, advertising or solicitations;
  5. Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, credit card numbers, unless expressly permitted by such third party;
  6. Viruses, corrupted data or other harmful, disruptive or destructive files; 
  7. Content used to probe, scan or test the vulnerability of the Blu Matter App, our servers, or service providers or our network; and
  8. Content that is unrelated to the topic of the Interactive Areas in which such content is posted.


10. DISCLAIMER


Your use of the Blu Matter App and participation in the Blu Matter Project is at your own risk. The Blu Matter App and Blu Matter Project is provided to you on an “as-is” and “as-available” basis without warranties from us of any kind, either express or implied. We expressly disclaim all representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability, fitness for a particular purpose, title and non-infringement. We expressly disclaim all representations and warranties about the accuracy, completeness, timeliness or efficacy of any Core Aspect and assume no liability or responsibility in connection with any Core Aspect. If any applicable authority holds any portion of this section to be unenforceable, then our liability and responsibility will be limited to the extent permitted by law.


11. LIMITATION OF LIABILITY

In no event will we, our respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, Partner Yoga Studios and each of its Representatives, be liable in any manner whatsoever for any damages of any kind, including but not limited to indirect, incidental, consequential, special or punitive damages arising out of: 

  1. Your access, use or inability to use the Blu Matter Project;
  2. Your attendance at any welcome session or monthly meetings at your Home Studio;
  3. Your attendance at any yoga class at any Partner Yoga Studio;
  4. Your use of any content in the Blu Matter App;
  5. Late, lost, delayed, damaged, misdirected or otherwise, electronic correspondence or communities;
  6. Any condition caused by events beyond our control that may cause the Blu Matter App to be disrupted or yoga classes, welcome sessions or monthly meetings to be cancelled or rescheduled;
  7. Any printing, human, typographical or other errors or ambiguities in or involving any online or printed materials associated with the Blu Matter App or the Blu Matter Project;
  8. Any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure (including damages that result from inaccuracy of the information, inconvenience, delay, or loss of the use of the Blu Matter App);
  9. Any unauthorized access to or use of our secure servers and/or any and all information stored therein;
  10. Any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Blu Matter App by any third party; and
  11. The cost of procurement of substitute goods and services resulting from your use of the Blu Matter App;
  12. Any and all losses, damages, rights, claims and action of any kind in connection with or resulting from your use of the Blu Matter App or participation in the Blu Matter Project.


In no event shall our total liability to you, for any and all damages, losses, and causes of action (whether in contract, tort, or otherwise) exceed the amount paid by you to us, if any, in the past year. If any portion of this Limitation of Liability is found to be invalid, our liability shall be limited to the extent permitted by applicable law.


12. INDEMNIFICATION

You agree to defend, indemnify, and to hold harmless the Canadian Organization For Yoga And Mental Health Inc., its Representatives, parent companies, affiliates, subsidiaries and assigns, Partner Yoga Studios and each of its Representatives, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and legal fees on account thereof) arising, resulting from or relating to:

  1. Your access, use or inability to use the Blu Matter App;
  2. Your participation in the Blu Matter Project;
  3. An allegation that you violated any of these Terms;

This indemnification obligation applies whether a claim against us arises out of contract or tort (including strict liability), and regardless of the form of action.


13. COMMUNICATIONS

Notice Methods. We may provide notices to you in the following ways:

  1. By email to the email address as specified in your account settings;
  2. By posting a notice on our Platform in an area suitable for notices. It is your responsibility to review our Platform for notices; 
  3. By calling the telephone number specified in your account settings; and
  4. By mail to the address specified in your account settings.


Content of Notices. We may send you email information regarding issues such as your account status, system messages, mandatory updates, notices related to privacy or security, etc. (“Administrative Messages”). 


For other messages and information relating to the Blu Matter App or the Blu Matter Project, other than Administrative Messages, you will only receive these messages if you expressly opt-in to consent (or where an exemption for implied consent due to an existing business relationship applies) to receive these other types of information from us. In addition, at any point in time after you opt-in, you will have the opportunity to opt-out of receiving such messages.


14. APPLICABLE LAW & DISPUTE RESOLUTION

Governing Law. The Blu Matter App is controlled by the Canadian Organization For Yoga and Mental Health Inc. and operated by it from its offices in Toronto, Ontario, Canada. Both you and us agree that both parties will benefit from establishing a predictable legal environment with regards to the Blu Matter App and the Blu Matter Project. Therefore, you and us explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Blu Matter App will be governed by the laws of Ontario.


Waiver of Future Class Action. Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Canadian Organization For Yoga and Mental Health Inc. and its Representatives related to any claim, and where applicable, you also agree to opt out of any class proceedings against Canadian Organization For Yoga and Mental Health Inc. and its Representatives.


15. FEEDBACK

Feedback includes, without limitation, bug reporting, feedback, ideas or suggestions relating to the Blu Matter App or Blu Matter Project, new or improved features, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotion. We have no obligation to review any Feedback nor do we have any obligation to keep any Feedback confidential. If you do send us any Feedback, we will automatically own such Feedback without restriction, and we will not acknowledge or compensate you. If you wish to preserve any interest you might have in your Feedback, you should not send them to us.


16. GENERAL

Electronic Contracting. Your affirmative act of accepting our Terms constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.

Amendment. No amendments, modifications or waivers to these Terms shall be valid unless in writing and signed by all Parties.

Assignment. You may in no circumstance assign your Blue Matter App Account to any third party.

Severability. If any part of these Terms is considered invalid for whatever reason, the remaining parts of these Terms will still be considered valid and enforceable.

Force majeure. We shall not be liable for any delay or failure in performance of our obligations to you by reason of occurrence or contingency beyond our reasonable control, including without limitation, acts of God, earthquake, fire, flooding, fiber cuts, actions or inactions of third party providers or suppliers, riots, sabotage, war, government requirements or action or other events that are beyond our reasonable control. 

Entire Agreement. These Terms, and the Privacy Policy, and any other terms expressly incorporated herein, represents the entire Agreement between you and us, and overrules any previous communications, understandings, etc.

Questions and Comments. If you have any questions regarding these Terms or your use of the Blu Matter App and the Blu Matter Project, please contact us at info@blumatterproject.com.






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