Terms of service

1. Acceptance of Terms

1.1 432 Theory Media Inc. ("432 Theory", "we", or "us") offers a web-based application that provides fitness, movement and wellness programming, and is made available to you subject to your acceptance of these Terms (as defined below) via our website at www.432theory.com (the “Site”). The Site, content, educational materials, music-enabled programming, blog, community features and any other add-ons, applications, features, tools and materials offered from time to time by 432 Theory are collectively referred to here as the “Platform”.

1.2 432 Theory is making the Platform available to you (the “User”). Before you use any part of the Platform, however, you will need to agree to these Terms of Service and any terms and conditions incorporated herein by reference (collectively, these “Terms”), including, without limitation, 432 Theory's Privacy Policy.

1.3 PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY PART OF THE PLATFORM. THESE TERMS GOVERN YOUR USE OF THE PLATFORM. 432 THEORY IS ONLY WILLING TO MAKE THE PLATFORM AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING ANY PART OF THE PLATFORM, OR BY CLICKING “I ACCEPT” BELOW, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM, OR ANY PART OF IT.

2. Access and Use of the Platform

2.1 The Platform is not directed towards minors. If you are under the age of majority in your jurisdiction of residence, you should not use the Platform.

2.2 When you set up an account on the Platform, you will be asked to provide accurate and complete registration information, which may include providing a valid email address, as well as choosing applicable usernames and passwords (collectively, “Account Info”). You understand that you are and will be fully responsible: (i) for the security of your Account Info, and (ii) for any activity that takes place on the Platform using your Account Info, whether you knew about it or not. You agree to inform us immediately at hello@432theory.com if you become aware that your Account Info has been used without your permission. 432 Theory cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

2.3 Your right to access and use the Platform is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your Account Info to any third party or share your Account with anyone.

2.4 As part of the Platform, 432 Theory may provide Users with access to an online community hosted through WhatsApp (the “Community”). Your access to and participation in the Community are subject to these Terms, any community guidelines, codes of conduct or other rules made available by 432 Theory from time to time (collectively, the “Community Guidelines”), and WhatsApp’s applicable terms, policies and privacy practices. You are responsible for reviewing and complying with the Community Guidelines and WhatsApp’s requirements, and for all content that you post, share or otherwise make available in the Community and your interactions with other Community members. You must not post or share unlawful, infringing, defamatory, harassing, abusive, discriminatory, harmful, or privacy-invasive content, or any content that violates these Terms, the Community Guidelines or applicable law. You should not share sensitive personal information in the Community and acknowledge that information you disclose may be visible to other Community members and processed by WhatsApp. 432 Theory may monitor or moderate the Community but is not obligated to do so, and may remove content or suspend or terminate your access to the Community at any time, including for a breach of these Terms or the Community Guidelines. 432 Theory does not control WhatsApp and does not guarantee the availability, security, confidentiality or continued operation of the Community or endorse content or advice shared by Community members. Your participation in the Community is at your own risk, and you remain responsible for independently assessing any information or advice shared through it.

3. Health and Exercise Disclaimer

3.1 432 Theory provides general fitness, movement, health and wellness information and programming through the Platform, including workouts, exercise demonstrations, and educational content. The Platform is intended for general informational and educational purposes only. 432 Theory is not a licensed medical, physiotherapy, rehabilitation, nutrition or other health care service provider, and the Platform does not provide medical advice, diagnosis, treatment, rehabilitation or emergency services or create a physician-patient or other health professional-patient relationship.

3.2 Exercise and physical activity involve inherent risks, including overexertion, falls, collisions, aggravation of an existing condition, muscle or joint injury, serious bodily injury and, in rare cases, death. Before starting or changing any exercise, movement, diet or lifestyle program, you should consult an appropriately qualified health care professional, particularly if you are pregnant or postpartum, have an injury, illness, disability, medical condition or symptoms, take medication that may affect exercise, have been advised to limit physical activity, or are uncertain whether an activity is suitable for you. Never disregard or delay seeking professional advice because of information available through the Platform.

3.3 You are solely responsible for assessing whether any workout, exercise, intensity, progression, modification, or equipment is appropriate for your health, fitness level, abilities, experience and circumstances. You must use proper form, suitable equipment and a safe exercise environment; follow any safety instructions and equipment manufacturer directions; choose appropriate modifications; and stop immediately if you experience pain, dizziness, faintness, shortness of breath beyond what is expected, chest discomfort, loss of balance or any other concerning symptom. If you believe you may be experiencing a medical emergency, stop using the Platform and contact emergency services.

3.4 Results vary from person to person. 432 Theory does not represent, warrant or guarantee that the Platform, any workout will be accurate, complete, appropriate or suitable for you, prevent or treat any condition, be free from risk of injury, or produce any particular fitness, strength, health, wellness, weight, body-composition, hormonal, longevity or other outcome.

4. Payment and Fees

4.1 Access and use of our Platform is subject to the payment of the applicable fees (“Fees”). The Fees payable by you will vary based on your subscription type and term, as indicated at the time of your sign up. You agree to pay the Fees as they become due, which will be billed in the intervals that were selected by you during the signup process for the Platform. Fees are exclusive of any sales, use, excise or other taxes, and you agree to pay taxes that are applicable to the Fees and your use of the Platform. Unless otherwise specified, Fees are non-refundable. We reserve the right, in addition to any other rights or remedies available under these Terms and at law, to suspend your access and use of the Platform if you do not pay the applicable Fees, until such overdue amounts are paid in full. You agree to maintain complete, accurate and current billing and contact information.

4.2 Payment for the Platform is processed through our third party payment processor, Stripe. You acknowledge and agree that: (i) payment processing services rendered by Stripe may be subject to Stripe’s terms and conditions that you will need to accept in order to pay Fees hereunder; and (ii) any claims or issue with respect to payment processing shall be taken up with Stripe, and we will have no responsibility in respect thereof.

4.3 432 Theory reserves the right to change Fees at any time, upon any applicable notice to you required under applicable laws. If you do not accept the amended Fees, you may choose to cancel your subscription at any time. If you do not cancel your subscription by the end of your current term, any increase in Fees will be charged upon the renewal of your subscription. You authorize 432 Theory to charge your selected payment method for the amount of Fees due and payable by you.

4.4 You may sign up to the Platform using a free trial or other promotional offering, which is made available from time to time at 432 Theory's sole discretion. Free trials and other promotional offerings are not guaranteed, and your eligibility to participate in any available free trial or promotion may vary. If you sign up through a free trial or other promotional offering, your paid subscription will automatically begin after your free trial or other promotional period expires, unless you cancel before the end of your free trial or promotional period. You can cancel your free trial and subscription at any time before the end of your free trial. We provide notice of your subscription renewal at the time of registering for the Platform and we will not send a separate notice regarding the expiration of your free trial or promotional period.

5. Changes to the Platform

432 Theory aims to constantly innovate the Platform to help provide the best possible experience. You acknowledge and agree that the form and nature of the Platform, and any part of it, may change from time to time without prior notice to you, and that 432 Theory will not be liable to you or any third party for any modification, suspension or discontinuance of the Platform.

6. Term, Cancellation and Suspension

6.1 You select the duration of your subscription during the registration process (the “Subscription Term”). The Subscription Term will renew automatically for subsequent terms equivalent in length of the initial Subscription Term, unless cancelled or modified by you.

6.2 You may cancel your account on the Platform at any time. You will continue to have access to the Platform for the duration of any prepaid Subscription Term, and these Terms shall continue to apply until the end of such Subscription Term. After the duration of your prepaid Subscription Term expires, you will no longer have access to or use of the Platform.

6.3 432 Theory may immediately and without notice terminate or suspend your account and use of the Platform for any reason, including, without limitation, your breach of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Platform, may be referred to appropriate law enforcement authorities. You will not receive any refunds for any prepaid Subscription Term resulting from a cancellation or termination of these Terms.

6.4 Upon any termination or expiration of these Terms, whether by you or by 432 Theory: (i) your access and use of the Platform will cease and any rights and licenses granted to you under these Terms will terminate; and (ii) you may no longer have access to information that you had posted on the Platform or that is related to your account(s). You acknowledge that 432 Theory will have no obligation to maintain any such information in its databases or to forward any such information to you or to any third party. Sections 7, 8, 10 11, 12, and 13-17 of these Terms will survive the termination or expiration of these Terms for any reason.

7. Ownership; Restrictions; Artificial Intelligence.

7.1 You acknowledge and agree that 432 Theory (or, as applicable, its licensors) owns all legal right, title and interest in and to all elements of the Platform, and the systems and technologies used to deliver the Platform, including all software, applications, materials, information, and content owned or licensed by 432 Theory (collectively, the "432 Theory Materials”) and all intellectual property rights therein. You acknowledge that the 432 Theory Materials may be protected by copyright, trade dress, patent, and trademark laws, international conventions, other relevant intellectual property and proprietary rights, and other applicable laws. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights or licenses with respect to any 432 Theory Materials. 432 Theory reserves all rights in and to the 432 Theory Materials not expressly granted to you in these Terms.

7.2 Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, 432 Theory grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the 432 Theory Materials that we make available to you. You are not permitted to download, copy or otherwise store any 432 Theory Materials.

7.3 You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including without limitation about how to improve the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that 432 Theory is free to use such Feedback at its discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise). You hereby grant 432 Theory a perpetual, irrevocable, nonexclusive, transferrable, sublicensable, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose.

7.4 You agree that you are responsible for your own conduct while accessing or using the Platform, and for any consequences thereof. You agree to use the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. By way of example, and not as a limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content via the Platform; (ii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature via the Platform; (iii) impersonate another person (via the use of an email address or otherwise); (iv) upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party; (v) use the Platform to violate the legal rights (such as rights of privacy and publicity) of others; (vi) engage in, promote, or encourage illegal activity; (vii) download, record, reproduce, capture, copy or store any class, workout, video, audio, music or other content made available through the Platform, including through screen recording, screen capture, screenshots or any similar technology; (viii) exploit the Platform for any unauthorized commercial purpose, including selling, leasing, renting, reselling or distributing the Platform for the benefit of a third party; (ix) rebroadcast, retransmit, distribute, share, publish, publicly perform, publicly display or otherwise make available any class, workout, video, audio, music or other Platform content to any third party; (x) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; (xi) play, display, stream or use any class, workout, video, audio, music or other Platform content in a studio, gym, workplace, commercial establishment, event, group class or other public or commercial setting, including for the purpose of instructing, coaching or providing services to clients or other third parties; (xii) cast or mirror Platform content except within your private residence for your own personal, non-commercial use and the personal, non-commercial use of members of your household; (xiii) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Platform, or to collect information about its users for any unauthorized purpose; (xiv) create user accounts by automated means or under false or fraudulent pretenses; or (xv) access or use the Platform for the purpose of creating a product or service that is competitive with any of 432 Theory's products or services. For greater certainty, your access to and use of the Platform does not include any public-performance, commercial-use, instructional, synchronization, reproduction or distribution rights in relation to music or other content available through the Platform, including content licensed to 432 Theory by third parties.

7.5 You own and are responsible for any data, or information that is submitted or provided by you (or on your behalf) through the Platform or to 432 Theory (“Your Data”). Specifically, you are solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Your Data. You grant us a non-exclusive, worldwide, royalty-free, transferrable and sublicensable right and license to use, reproduce, process, modify and display Your Data for the purposes of providing the Platform.

8. Third Party Materials

The Platform may provide links to other World Wide Web or accessible sites, applications, resources, third party products and services (“Third Party Materials”). If you choose to click on any links to Third Party Materials, you are responsible for reviewing and complying with the applicable third party terms and privacy policies. Because 432 Theory has no control over such Third Party Materials, you acknowledge and agree that 432 Theory is not responsible for the availability, accuracy, completeness, reliability, security, privacy practices, performance or operation of such Third Party Materials, and does not endorse and is not responsible or liable to you or to any third party for any content, data, advertising, products or other materials on or available from such sites, applications, devices, platforms or resources. You further acknowledge and agree that 432 Theory will not be responsible or liable, directly or indirectly, for any damage, loss, injury, claim or other liability caused or alleged to be caused by or in connection with your choice to connect Third Party Materials with the Platform, your use of or reliance upon any Third Party Materials, or any data received from or transmitted to any Third Party Materials.

9. Changes to these Terms

9.1 432 Theory may make changes to these Terms from time to time, at 432 Theory's sole discretion. When 432 Theory makes changes, it will make the updated Terms available on the Platform and update the “Last Updated” date at the beginning of these Terms accordingly. 432 Theory will also take steps to provide you with notice of changes by email or similar methods.

9.2 Please check these Terms periodically for changes. Any changes to these Terms will apply on the date that they are made, and your continued access to or use of the Platform after these Terms have been updated will constitute your binding acceptance of the updates. If you do not agree to any revised Terms, you may not access or use the Platform.

10. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM AND ANY PART OF IT, INCLUDING ANY WORKOUT, EXERCISE, AND MOVEMENT IS AT YOUR SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY FOR DETERMINING WHETHER AND HOW TO USE IT, AND THAT THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 432 THEORY, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND LICENSORS MAKE NO EXPRESS REPRESENTATIONS, WARRANTIES OR CONDITIONS AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE PLATFORM AND ANY PART OF IT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CORRECTNESS, ACCURACY, RELIABILITY, SAFETY, SUITABILITY OR RESULTS. WITHOUT LIMITING THE FOREGOING, 432 THEORY, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT THAT: (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (II) ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (III) CONTENT PROVIDED THROUGH THE PLATFORM WILL BE ACCURATE, COMPLETE, CURRENT OR APPROPRIATE FOR YOU; (IV) THE PLATFORM OR ANY CONTENT, SERVICES OR FEATURES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (V) DATA DISCLOSED THROUGH YOUR USE OF THE PLATFORM WILL BE SECURE; (VI) ANY WORKOUT, EXERCISE, MOVEMENT, OR MODIFICATION WILL BE SAFE OR APPROPRIATE FOR YOUR HEALTH, FITNESS LEVEL, ABILITIES, EXPERIENCE, EQUIPMENT OR ENVIRONMENT; (VII) USE OF THE PLATFORM WILL BE FREE FROM PAIN, OVEREXERTION, ACCIDENT, INJURY, ILLNESS OR OTHER ADVERSE EFFECTS; OR (VIII) USE OF THE PLATFORM WILL PREVENT, DIAGNOSE, TREAT OR IMPROVE ANY CONDITION OR ACHIEVE ANY PARTICULAR FITNESS, STRENGTH, HEALTH, WELLNESS, WEIGHT, BODY-COMPOSITION, HORMONAL, LONGEVITY OR OTHER OUTCOME. YOU UNDERSTAND THAT 432 THEORY MAKES NO REPRESENTATIONS CONCERNING CONTENT ACCESSED VIA THE PLATFORM AND WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, LEGALITY, DECENCY OR SUITABILITY OF MATERIAL CONTAINED IN OR ACCESSED VIA THE PLATFORM, SUBJECT ALWAYS TO RIGHTS AND REMEDIES THAT CANNOT LAWFULLY BE EXCLUDED.

11. Limitations of liability

11.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT 432 THEORY, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWSOEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING LOSS OF PROFITS (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF GOODWILL, LOSS OF DATA OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS, EVEN IF 432 THEORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, AND SUBJECT TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED, 432 THEORY WILL NOT BE LIABLE FOR ANY INJURY, ILLNESS, ADVERSE HEALTH EVENT, PROPERTY DAMAGE OR OTHER LOSS ARISING FROM OR RELATING TO YOUR PARTICIPATION IN A WORKOUT OR OTHER PHYSICAL ACTIVITY, YOUR USE OR MISUSE OF EQUIPMENT, YOUR SELECTION OF AN INAPPROPRIATE EXERCISE, INTENSITY, PROGRESSION OR MODIFICATION, OR YOUR FAILURE TO FOLLOW SAFETY INSTRUCTIONS OR SEEK APPROPRIATE PROFESSIONAL ADVICE.

11.2 SUBJECT TO ANY LIABILITY OR REMEDY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED, YOU AGREE THAT 432 THEORY’S TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) ANY PORTION OF THE PLATFORM, INCLUDING ANY CLAIM RELATING TO A WORKOUT, EXERCISE, OR MOVEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU ACTUALLY PAID US UNDER THESE TERMS IN THE 12-MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE, OR (B) $100 CANADIAN.

11.3 YOU ACKNOWLEDGE AND AGREE THAT 432 THEORY HAS MADE THE PLATFORM AVAILABLE TO YOU AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US. 432 THEORY WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU WITHOUT THESE LIMITATIONS.

11.4 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

12. Indemnity

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS 432 THEORY, AND ITS SUBSIDIARIES, AFFILIATES, CO-BRANDERS, ALL THIRD-PARTY ADVERTISERS, TECHNOLOGY PROVIDERS, SERVICE PROVIDERS OR OTHER PARTNERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, EMPLOYEES AND REPRESENTATIVES (TOGETHER, THE “INDEMNIFIED PARTIES”), FROM AND AGAINST ANY THIRD PARTY CLAIM, DEMAND, LOSS, DAMAGE, COST, OR LIABILITY (INCLUDING, REASONABLE ATTORNEYS’ FEES) (COLLECTIVELY AND INDIVIDUALLY, “CLAIMS”) INCURRED BY OR MADE AGAINST THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, INCLUDING BUT WITHOUT LIMITATION IN RELATION TO: (A) YOUR USE, NON-USE OR MISUSE OF, THE PLATFORM AND ANY CONTENT, INCLUDING WITHOUT LIMITATION YOUR PERSONAL INFORMATION AND ANY THIRD PARTY CONTENT FORMING PART OF THE PLATFORM; (B) YOUR VIOLATION OR ALLEGED VIOLATION OF THIS AGREEMENT; AND (C) YOUR VIOLATION OF ANY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, OF A THIRD PARTY AND OTHERWISE AS SET OUT HEREIN. 432 THEORY RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY 432 THEORY AND YOU AGREE TO COOPERATE WITH 432 THEORY’S DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF 432 THEORY. 432 THEORY WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIMS UPON BECOMING AWARE OF IT.

13. Waiver of Jury Trial and Class Action Rights

WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE PLATFORM AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

14. Limitation of Time

You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.

15. Dispute Resolution

All disputes arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration under the applicable Rules of Procedure of the Vancouver International Arbitration Centre (VanIAC). The appointing authority shall be the VanIAC. The case shall be administered by the VanIAC in accordance with its Rules. The place of arbitration shall be Vancouver, British Columbia, Canada.

Each party will cover its own fees and costs associated with the arbitration proceedings; however, if the arbitrator finds that you cannot afford to pay the fees and costs reasonably associated with the arbitration proceedings, we will pay them for you.

The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that they will not appeal any arbitration decision to any court.

Notwithstanding the foregoing, 432 Theory may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that this Agreement specifically enforceable by 432 Theory through injunctive relief and other equitable remedies without proof of monetary damages.

If this Section is found to be unenforceable or if it does not apply to you, then the entirety of this Section will be null and void and, in that case, you hereby irrevocably submit to the personal and exclusive jurisdiction of the courts of the Province of British Columbia for resolution of any lawsuit or court proceeding permitted under this Agreement.

16. Privacy Policy

432 Theory's Privacy Policy describes the ways that 432 Theory collects, uses, stores and discloses your personal information, and is hereby incorporated by this reference into these Terms. You acknowledge that the collection, use, storage, and disclosure of your personal information by 432 Theory will be done in accordance with the 432 Theory Privacy Policy.

17. General

17.1 These Terms constitute the entire legal agreement between you and 432 Theory, govern your access to and use of the Platform, and completely replace any prior or contemporaneous agreements between the parties related to your access to or use of the Platform, whether oral or written. There are no third party beneficiaries to these Terms.

17.2 You may not assign any or your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. 432 Theory may assign its rights and obligations under these Terms in its sole discretion to an affiliate, or in connection with an acquisition, sale or merger.

17.3 Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions will remain in full force and effect. 432 Theory's failure to enforce any provision of these Terms will not be deemed a waiver of such provision, nor of the right to enforce such provision.

17.4 These Terms will be governed by and construed in accordance with the laws of the province of British Columbia, Canada and the federal laws of Canada applicable therein, excluding its conflicts of law rules and principles.

17.5 432 Theory will not be liable for any failure or delayed performance of its obligations that result from any condition beyond its reasonable control, including, but not limited to, governmental action, acts of terrorism, earthquake, fire, flood, acts of God, labor conditions, power failures, Internet disturbances, or acts or omissions of third parties.

17.6 You agree that 432 Theory may provide you with notices (including, without limitation those regarding changes to these Terms) by email, regular mail, or postings on the Platform. By providing 432 Theory with your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.

18. Contact Us

If you have any questions about these Terms of Use, or if you need to report any breaches thereof, please contact us at hello@432theory.com.