TERMS AND CONDITIONS
Welcome to the Assembly by Aiko (“Assembly”) website!
Assembly by Aiko's website is designed to provide You with high-quality interactive videos to learn dance cardio, yoga, toning and meditation from teachers you love.
This Agreement applies to all Services whether available through a social networking site or its subsidiaries. Please note that the availability of any Assembly applications on a social networking site, mobile or tablet device, internet television or other technology platform does not indicate any relationship or affiliation between Assembly by Aiko and such social networking site, mobile or tablet device, or internet television or other technology platform.
Definitions
In these Terms and Conditions:
Agreement means these terms and conditions.
Assembly means Assembly by Aiko ABN 78 810 484 334.
Business Day means each of Monday, Tuesday, Wednesday, Thursday and Friday except when any such day occurs on a holiday observed in the City of Brisbane, Queensland, Australia.
Content means information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials.
Member means a person who has satisfied the necessary requirements contained in clause 5.
Membership Term means the length of membership as agreed by a Member at the time the Member creates their membership account.
Permitted Use means a Member’s personal use of the Website and Content as intended through the normal functionality of the Services and for Streaming.
Registration Data means the personal information as required by Assembly during the registration process on the Website, including but not limited to your name, address, contact details, medical history and a valid and current credit or debit card.
Services means any products, services, websites or any other applications offered by Assembly via the Website or any other online application or service.
Subscription Fee means the amount charged by Assembly to a Member for their membership on either a monthly or annual basis as chosen by the individual Member. Streaming means a contemporaneous digital transmission of an audiovisual work via the Website to a Member’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by a Member.
Website means the domain registered to Assembly via www.assemblybyaiko.com
You means any person accessing the Website.
Interpretation
Unless expressed to the contrary:
words importing:
the singular include the plural and vice versa;
any gender include the other genders;
if a word or phrase is defined, cognate words and phrases have corresponding definitions;
a reference to:
a person includes a firm, unincorporated association, corporation and a government or statutory body or authority;
a person includes legal personal representatives, successors and permitted assigns;
a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments and replacements of any of them;
a right includes a benefit, remedy, discretion, authority or power;
an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;
time is to local time in the State of Queensland, Australia;
$ or "dollars" is a reference to the lawful currency of Australia;
writing includes any mode of representing or reproducing words in tangible and permanently visible form and includes email transmissions;
any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them;
all parties, clauses or schedules is a reference to the parties, clauses or schedules of or to this Agreement;
a reference to a right or obligation of any party comprising two or more people confers that right, or imposes that obligation, on each of them individually and both (or all) of them together;
all obligations are taken to be required to be performed properly and punctually;
if under this Agreement the Member requires the consent, approval or agreement of Assembly for any action, the Member must always obtain that consent, approval or agreement in writing before the Member starts to take that action;
a consent or notice is to be in writing unless otherwise stated;
in calculating time under this Agreement, the term "day" means calendar day unless the contrary appears. If any period of time expires on a Saturday, Sunday or gazetted holiday for the City of Brisbane, Queensland, Australia then the period will be taken to expire on the next Business Day. The term "year" means a calendar year of 365 or 366 days as the case may be.
Headings do not affect the interpretation of this Agreement.
Acceptance
By using the Website, you agree to be bound by this Agreement.
Assembly reserves the right to amend or modify this Agreement from time to time, and such modification to this Agreement shall be effective upon the update version being posted to the Website.
Availability and content
Access to the Website is permitted on a temporary basis and Assembly reserves the right to withdraw or amend the Website without notice. Assembly is not liable if, for any reason, the Website is unavailable at any time or for any period.
From time to time Assembly may restrict access to parts of the Website and/or to entire the Website without notice.
You are responsible for making all the arrangements necessary to have access to the Website and any other online platform provided by Assembly.
Assembly reserves the right to suspend, modify or amend the Website, and/or the Services offered, at any time.
Membership
To make use of the Services You must be a Member.
To become a Member, You must:
read this Agreement and acknowledge your acceptance of its terms during the registration process provided on the Website;
provide true and correct Registration Data and ensure that your Registration Data remains updated from time to time;
comply with clause 7 below; and
pay the Subscription Fee.
The Member must treat any user name, password or any other piece of information provided as part of Assembly’s security procedures as confidential and not disclose it to any third party. Assembly reserves the right to disable any user name or password, whether chosen by the Member or allocated by Assembly at any time, if (in Assembly’s discretion) the Member fails to comply with this Agreement.
The Member is responsible for ensuring that persons who access the Website through the Member’s internet connection are aware of this Agreement and comply with it.
The Member must notify Assembly as soon as possible in writing if the Member becomes aware that activities on the Member’s account are unauthorised or the Member has become aware that the Member’s account details have been compromised.
A Member may cancel their membership at any time by following the instructions provided on the Website.
Assembly may increase the Subscription Fee from time to time upon giving the member 10 days’ written notice and will apply to the next Subscription Fee due by the Member.
Your membership subscription will automatically renew upon the expiration of the Membership Term until You cancel the membership in accordance with clause 5.6 above.
Free trial
Assembly may offer You a free trial to become a Member from time to time.
Before being entitled to undertake a free trial, You must satisfy the requirements detailed in clause 5 and You acknowledge and agree that:
the free trial will last for a period as determined by Assembly from time to time (“Free Trial Period”);
upon the expiration of the Free Trial Period, unless you have terminated your membership, You will be charged the Subscription Fee; and
You are entitled to a free trial only on one occasion.
Legal capacity
Assembly’s content is not directed to persons under eighteen (18) years of age, and by providing information about yourself to Assembly You are representing (and You continue to represent at all times) that you are eighteen (18) years of age or older.
Health disclaimer
All forms, exercises and moves that may be suggested by an Assembly instructor are strenuous physical activity.
You are urged and advised to seek the advice of a registered physician before practicing the moves shown in any of the video clips on the Website. Assembly is not a medical organisation, and its instructors or staff cannot give you any form of medical advice or diagnosis.
All suggestions and comments relating to the moves, exercises and choreography are not required to be performed by You and are carried out at your election while viewing Assembly videos. Nothing contained on this Website should be construed as any form of such medical advice or diagnosis.
Warranties and Liability
This Agreement does not attempt to exclude, restrict or modify the application of any applicable laws of the Commonwealth, State or Territory which cannot be excluded, restricted or modified.
Assembly will use due care and skill in supplying the Services but does not guarantee that they will be continuous or fault free.
No employee, officer, director, dealer, distributor, agent or representative of Assembly is authorised to modify the limited warranties set out in this clause 9.
You acknowledge and agree that to the extent permitted by law, Assembly will not be liable for, and You release Assembly in respect of any claim, loss, cost, damage or expense arising out of any act or omission of Assembly or its employees, officers or agents.
You acknowledge and agree that Assembly does not control the Content posted via the Website and, as such, Assembly does not guarantee the accuracy, integrity or quality of such Content.
Your Warranties
You warrant that, at all relevant times:
You will not use the Services to post or otherwise transmit Content that is:
patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person;
exploits people in a sexual or violent manner; contains nudity, violence, pornography, sexually explicit material or offensive subject matter; provides any telephone numbers, street addresses, last names or email addresses of anyone other than your own; promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
violates any intellectual property or other proprietary right of any third party, including Content that promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files; involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; solicits passwords or personal identifying information from other Members;
involves commercial activities and/or sales without Assembly's prior written consent, such as contests, sweepstakes, barter, advertising, and/or pyramid schemes;
includes a photograph of another person that you have posted without that person’s consent or otherwise constitutes an invasion of an individual’s privacy or infringement of publicity rights;
denigrates, ridicules, or demeans another person; or contains a virus or other harmful component;
You will not use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Website in a manner that sends more request messages to the Assembly servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
You own all rights, title and interest in all Content posted by You on or through the Website or the Services, or otherwise have the right to grant the license set forth in clause 16 and the posting of your Content on or through the Website or Services does not violate the privacy rights, publicity rights, copyrights, publishing, trademarks, patents, trade secrets, contract rights, confidentiality, or any other rights of any third party;
You are responsible for any Content that you post, email transmit or otherwise make available via the Website.
Other warranties
If any applicable law or statute implies any terms or imposes any liability on Assembly that cannot lawfully be excluded from the terms of this Agreement:
such terms are included in, or as the case may require, such liability is not excluded by, the terms of this Agreement; and
the liability of Assembly for a breach of such terms or, as the case may be, such liability, will be limited to the maximum extent permitted under such law or statute.
Termination or suspension of membership
In the event Assembly believes You have breached any term of this Agreement, Assembly reserves the right to terminate, restrict or suspend your access to the Website immediately, with or without notice to you and without liability.
Costs
You agree to pay all of Assembly’s costs, charges and expenses incurred due to your default of this Agreement including Assembly’s legal costs on the indemnity basis.
Privacy
Any personal information collected by Assembly from You on the Website, whether on online forms or as part of the ordering process, will be dealt with in accordance with Assembly’s Privacy Policy.
Your data protection and privacy rights are set out in Assembly’ Privacy Policy. You agree to Assembly’s use of your personal information and personal data in accordance with Assembly’s Privacy Policy.
Intellectual property
The Website incorporates Content which is the proprietary property of Assembly or third parties that have licensed or otherwise provided their Content to Assembly.
Assembly has invested money, time, and effort to develop the Content and retains all rights, including intellectual property rights, to the Content. Assembly does not grant You any license or property rights in relation to the Content.
You must not download, copy, use, reproduce or reference any Content for business or commercial purposes. You may only download, copy, reproduce or store the Content and establish links to the Website when authorised to do so by Assembly.
Assembly does not warrant the accuracy, completeness, or reliability of the Content (including Product information), or other items contained on this Website, or any other website operated by Assembly.
Licence to Your Content
By posting, displaying, publishing, transmitting, or otherwise making available (individually and collectively, “Posting”) any Content on or through the Website, You hereby grant to Assembly a non-exclusive, fully-paid, royalty-free, perpetual, irrevocable, worldwide license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, adapt, translate, create derivative works, publish, publicly perform, publicly display, store, reproduce, transmit, distribute, and otherwise make available such Content on and through the Website, in print, or in any other format or media now known or hereafter invented, without prior notification, compensation, or attribution to you, and without your consent.
If You wish to remove any Content from the Service, your ability to do so may depend on the type of Content, the location and manner of Posting, and other factors.
You may contact us to request the removal of certain Content You have Posted, but Assembly has no obligation to remove any such Content, and may choose whether or not to do so in its sole discretion, and makes no guarantee as to the complete deletion of any such Content and copies thereof.
A back-up or residual copy of any Content Posted by You may remain on Assembly’s servers after the Content appears to have been removed from the Website, and Assembly retains the rights to all such remaining copies.
Member disputes
You are solely responsible for your interactions with other Members. Assembly by Aiko reserves the right, but has no obligation, to monitor or mediate disputes between you and other Members.
Indemnity
You agree to defend, indemnify and hold harmless Assembly, its subsidiaries, affiliates, subcontractors, officers, directors, employees, consultants, representatives and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees and costs) arising from:
your use of and access to the Website;
your violation of any term of this Agreement;
your violation of any third party right, including without limitation any copyright, property, or privacy right; or
any claim that one of Your submissions of Content caused damage to a third party. This defence and indemnification obligation will survive this Agreement and your use of the Website.
Notices
A communication in connection with this Agreement:
may be given by an authorised office of the relevant party or the solicitors for the relevant party;
must be in writing;
must be left at the address of the addressee in Australia, or sent by prepaid ordinary post to the address of the addressee in Australia or by email to the email address of the addressee which is specified below, or if the addressee notifies in writing another address or email address then to that address or email address.
Unless a later time is specified in it, a communication takes effect from the time it is actually received or taken to be received.
A communication delivered by hand or sent by post or email is taken to be received:
in the case of delivery by hand, on the day of delivery if delivered by 5:00pm on a Business Day, otherwise on the next Business Day;
in the case of delivery by post, on the day when, by the ordinary course of post, it would have been delivered;
in the case of email, on production of a sent receipt from which the email was sent which indicates that the email was sent in its entirety to the email address of the recipient notified for the purpose of this clause, if produced before 5.00 pm on a Business Day otherwise on the next Business Day.
All formal notices given by You to Assembly must be sent via email hello@assemblybyaiko.com or addressed to 173 Annie St, New Farm, QLD 4005, Australia.
Assembly may give notice to a Member in accordance with the Registration Data.
Transfer of rights and obligations
A Member may not transfer, assign, charge or otherwise dispose of the Agreement, or any rights or obligations arising under it, without Assembly’s prior written consent.
Assembly may transfer, assign, charge, sub-contract or otherwise dispose of the Agreement, or any rights or obligations arising under it, at any time in its discretion.
Force Majeure
In this Agreement, Force Majeure Event means any circumstances not in a party’s control, including, without limitation:
acts of God, flood, drought, earthquake or other natural disaster;
epidemic or pandemic;
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations;
nuclear, chemical or biological contamination, or sonic boom;
any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent];
collapse of buildings, fire, explosion or accident;
any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
interruption or failure of utility service.
A party that is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (Affected Party) must:
as soon as reasonably practicable after the start of the Force Majeure Event, but no later than 14 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
Provided it has complied with clause 21.2 above, the Affected Party is not in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations is extended accordingly.
If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 28 days, the party not affected by the Force Majeure Event may terminate this agreement by giving 7 days’ written notice to the Affected Party.
Waiver or Concessions
If Assembly fails, at any time, to insist upon strict performance of any obligations under this Agreement, or if Assembly fails to exercise any rights or remedies under this Agreement, this does not constitute a waiver or concession of such rights or remedies and will not relieve You from compliance with this Agreement.
A waiver by Assembly of any default will not constitute a waiver of any subsequent default.
No waiver by Assembly under the Agreement will be effective unless it is expressly stated to be a waiver and is communicated to You in writing.
Severability
If any provision of this Agreement is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, it is to be severed so the validity and enforceability of the remaining provisions are not effected.
Applicable Law
The parties expressly agree that this Agreement will be governed by and interpreted in accordance with the laws of Queensland, Australia.
Entire Agreement
Except to the extent set out in this Agreement:
this Agreement constitutes the entire agreement between the parties with respect to its subject matter and contains all the representations, undertakings, warranties, covenants and agreements of the parties;
this Agreement supersedes all prior negotiations, contracts, arrangements, understandings and agreements with respect to the subject matter of this Agreement;
there are no representations, undertakings, warranties, covenants or agreements between the parties, express or implied, except as contained in this Agreement.