User Agreement

Terms of Use

Version 1.1

Last revised on December 10, 2024

PLEASE READ THESE TERMS OF USE CAREFULLY.

These Terms of Use (“Terms”) are a legal contract between you (“Customer” or “User”) and Ensemble Performing Arts Canada ULC, an Alberta unlimited liability corporation (“Acrobatic Arts Canada”), and Acrobatic Arts LLC, a Delaware limited liability company (together with Acrobatic Arts Canada, “Acrobatic Arts,” “Company” or “we,” “our” or “us,” and Acrobatic Arts together with Customer, the “Parties”).  Acrobatic Arts operates an ecommerce site and related services through www.acrobaticarts.com, www.batonarts.com, aerialarts.com and www.taproots.dance (collectively, the “Sites”), mobile applications (“Apps”), and related sites accessible to mobile devices, tablets, and other connected devices (collectively, the “Services”).  These Terms govern your use and access of the Services.   By accessing or using the Services, you agree to these Terms and the terms of our Privacy Policy, whether or not you choose to create an Account.  To use the Services, you must accept all of these Terms.  If you disagree with these Terms or find them unacceptable in any way, do not use the Services.

YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF AND YOUR AUTHORIZED USERS).   PERSONS UNDER THE AGE OF 18 MAY ONLY USE THE SERVICES IF APPROVED BY THEIR PARENT OR GUARDIAN. 

SUPPLEMENTAL TERMS OR DOCUMENTS THAT MAY BE POSTED ON THE SITE FROM TIME TO TIME ARE HEREBY EXPRESSLY INCORPORATED HEREIN BY REFERENCE. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MAKE CHANGES OR MODIFICATIONS TO THESE TERMS AT ANY TIME AND FOR ANY REASON. WE WILL ALERT YOU ABOUT ANY CHANGES BY UPDATING THE “LAST UPDATED” DATE OF THESE TERMS, AND YOU WAIVE ANY RIGHT TO RECEIVE SPECIFIC NOTICE OF EACH SUCH CHANGE.  IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS OF USE TO STAY INFORMED OF UPDATES. YOU WILL BE SUBJECT TO AND WILL BE DEEMED TO HAVE BEEN MADE AWARE OF AND TO HAVE ACCEPTED, THE CHANGES IN ANY REVISED TERMS OF USE BY YOUR CONTINUED USE OF THE SERVICES AFTER THE DATE SUCH REVISED TERMS OF USE ARE POSTED. 

Accounts

YOU DO NOT NEED TO CREATE AN ACCOUNT JUST TO LOOK AT THE SITE.  YOU ARE REQUIRED TO CREATE AN ACCOUNT IF YOU WANT TO USE THE SERVICES AND BENEFIT FROM THE FULL FUNCTIONALITY OF THE SITE.

• 1. Account Creation.  In order to use the full functionality of the Services, you must register for an Account and provide certain information about yourself as prompted by the account registration form.  “Account” means the online or any Apps through which Acrobatic Arts makes the Services available.   This information may include the following:
• First Name,
• Last Name,
• Birth date,
• Email,
• Password,
• Phone Verification,
• Payment method, and
• Details regarding any individuals to whom you provide access to your Account (“Authorized Users”).

You are solely responsible for your Authorized Users’ use of the Account in accordance with these Terms of Use.   

If you choose not to provide certain information, that is your right and privilege, but you may not then be able to use all of the Services.   

1. 2.  Online Purchases and Other Terms and Conditions.  Additional terms and conditions may apply to specific portions, services, or features of the Sites.  All such additional terms and conditions are hereby incorporated by this reference into these Terms.

1. 3.  Customer Representations.  You represent and warrant that: (a) all required registration information you submitis truthful and accurate; and (b) you will maintain the accuracy of such information.

1. 4. Children’s Information.   Some of the Services you request may relate to minor children under the age of 18.  If you request services for children or provide information related to minor children, you represent and warrant that youhave the legal authority to do so and shall be responsible for the provision of such information.   

1. 5.  Account Responsibilities.  You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.  You agree to immediately notify Acrobatic Arts of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.  Acrobatic Arts will not be liable for any loss or damage arising from your failure to comply with the above requirements.

1. 6. Social Media Accounts. We may permit you to link your Account with certain third party social networking services, including Facebook, and other Third Party Apps (each a “Third Party Account”) by either (i) providing your Third Party Account login information to us; or (ii) allowing us to access your Third Party Account, if permitted under the applicable terms and conditions that govern your use of each Third Party Account. You represent that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SOCIAL NETWORKING SERVICE AND OTHER SOFTWARE APPLICATION PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SOCIAL NETWORKING SERVICE AND SOFTWARE APPLICATION PROVIDERS.

2.    LICENSE AND INTELLECTUAL PROPERTY RIGHTS   

2.1       License to Customer.   The Services, including the Sites are copyrighted works belonging to Acrobatic Arts.  Acrobatic Arts grants you a limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use the Services subject to these Terms of Use.   With respect to any App accessed through or downloaded from the Apple App Store, Google Chrome Web Store, Google Play marketplace or any similar store or marketplace (each, an “App Store” and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you), you agree to comply with all applicable third party terms of the relevant App Store (e.g. Apple App Store’s “Usage Rules”) (the “Usage Rules”).

2.2 Customer Restrictions.    You may only use the Services for your own purposes and will not permit any third party to use the Services except as expressly authorized by Acrobatic Arts.   In addition to the restrictions set forth in Section 2.1 above, you will be responsible for Authorized Users’ compliance with the Terms and liable for Authorized Users’ breach thereof.  You will ensure that you have obtained all necessary consents and approvals for Acrobatic Arts to access your Customer Data (defined below) for the purposes permitted under these Terms.  If you are in breach of this section, Acrobatic Arts may suspend Services if and to the extent necessary to mitigate or avoid imminent damage, in addition to any other rights and remedies Acrobatic Arts may have at law or in equity.

2.3 Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms.  All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.

2.4 Modification.  Acrobatic Arts reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you.  You agree that Acrobatic Arts will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

2.5 Ownership.  Excluding any User Content (defined below) that you may provide you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its content are owned by Acrobatic Arts or Acrobatic Arts’s suppliers.  Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Acrobatic Arts and its suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.

3. User Content

3.1 User Content.  “User Content” means any and all information and content that a User submits to, or uses with, the Services (e.g., content in the User’s profile or postings or conversations with other users or service providers).  You are solely responsible for your User Content.  You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.  You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3).  You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Acrobatic Arts.  Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.  Acrobatic Arts is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.  You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2 License.  You hereby grant (and you represent and warrant that you have the right to grant) to Acrobatic Arts an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Services.  You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

3.3 Acceptable Use Policy.  The following terms constitute our “Acceptable Use Policy”:

a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions.

b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services.

3.4 Enforcement.  We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities.

3.5   License from Customer.  Subject to these Terms of Use, you grant to Acrobatic Arts the limited, non-exclusive, non-transferable, non-sublicenseable, revocable license and right to use, copy, store, transmit and display any and all any data, information or material provided or submitted or made available by you to Acrobatic Arts or its service providers in connection with the Services purchased (“Customer Data”) solely to the extent necessary to provide the Services as requested by you, except where you grant Acrobatic Arts authorization beyond such use.

3.6      Intellectual Property.  As between the parties, Acrobatic Arts will and does retain all proprietary and intellectual property rights, title and interest (including all intellectual property rights) in and to the Services, trademarks, logos and service marks owned or asserted by Acrobatic Arts in and to the Services (“Marks”) and the audio and visual information, data, documents, software, products and services contained or made available to you in the course of using the Services (“Acrobatic Arts Content”).  You retain all proprietary and intellectual property rights, title, and interest in and to Customer Data, which for the avoidance of doubt, shall exclude Statistical Data (as defined below).

3.7 Statistical Data. Acrobatic Arts has the perpetual right to use aggregated, anonymized, and statistical data derived from the operation of the Services (“Statistical Data”), and nothing herein shall be construed as prohibiting Acrobatic Arts from utilizing the Statistical Data for business and/or operating purposes, provided that Acrobatic Arts does not share with any third party Statistical Data which reveals your identity or your confidential information.

3.8   Feedback.  If you provide Acrobatic Arts with any feedback or suggestion regarding the Services (“Feedback”),you hereby assign to Acrobatic Arts all rights in such Feedback and agree that Acrobatic Arts shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  Acrobatic Arts will treat any Feedback you provide to Acrobatic Arts as non-confidential and non-proprietary.  You agree that you will not submit to Acrobatic Arts any information or ideas that you consider to be confidential or proprietary.

4.   PAYMENT

4.1    Fee for Services.  You may be required to purchase or pay a fee to access some of the Services.  You agree to provide current, complete, and accurate purchase information for all purchases made and Services accessed through the Sites or Apps.  You further agree to promptly update Account and payment information, including email address, payment method and payment card expiration date, so that Acrobatic Arts may complete your transactions and contact you as necessary. We may change prices at any time.  All payments will be in US dollars, unless otherwise specified.  For the avoidance of doubt, any Services sold or products sold in connection therewith and delivered to you in Canada shall be deemed to have been sold by Acrobatic Arts Canada.  All other any Services sold or products sold in connection therewith shall be deemed to have been sold by Acrobatic Arts LLC.

4.2   Payment Processors. We use and reserve the right to continue using third party payment providers such as PayPal or Braintree (“Payment Processors”). Your electronic payment of fees through any Payment Processors is also governed by the Payment Processors’ terms of service and privacy policy. You hereby consent to provide and authorize Acrobatic Arts and the Payment Processors to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with the Terms, including personal, financial, credit card payment, and transaction information.

4.3.  Automatic Renewal Authorization for Automatic Renewal of Subscriptions.  Certain services consist of recurring subscriptions.   Your subscriptions will automatically charge in accordance with the term that you selected unless and until you cancel. You hereby authorize us to charge your Payment Provider now, and again at the beginning of any subsequent subscription period or order. Upon renewal of your subscription, if Acrobatic Arts does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your account upon demand, and/or (ii) you agree that we may either terminate or suspend the subscription Services and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received). We will send you reminders of your upcoming subscription charges.

4.4   Reservation of Rights. Acrobatic Arts reserves (a) the right to correct any errors or mistakes in pricing, even if Acrobatic Arts has already requested or received payment, (b) the right to change products and pricing at any time, (c) the right to refuse any order or subscription placed through the Sites or any Apps, and/or (d) the right to refuse any order placed with us or limit the quantities purchased per person, per household or per order.

5.        USE OF CUSTOMER DATA AND CUSTOMER CONTENT

5.1      Acrobatic Arts Use of Customer Data.  Acrobatic Arts will maintain commercially reasonable administrative, physical, and technical safeguards for the protection and security of any Customer Data managed, stored, and processed by the Service.  If Customer Data is lost or damaged, the remedy is that Acrobatic Arts will restore the affected Customer Data from Acrobatic Arts’s most recent backup of such Customer Data. You agree that Acrobatic Arts shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

5.2.  Statistical Data.  Without limiting the confidentiality rights and intellectual property rights protections set forth in these Terms of Use,  Acrobatic Arts has the perpetual right to use Statistical Data derived from the operation of the Services, and nothing herein shall be construed as prohibiting Acrobatic Arts from utilizing the Statistical Data for business and/or operating purposes, provided that Acrobatic Arts does not share with any third party Statistical Data which reveals your identity or your  confidential information.

5.3 Confidentiality.   A Party will not disclose or use any Confidential Information of the other Party except: (a) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to these Terms; (b) with the other Party's prior written permission; or (c) to the extent required by law or order of a court or other governmental authority or regulation. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (b) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (c) was independently developed by a Party without breach of any obligation owed to the other Party; or (d) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Section 5.3 will restrict Acrobatic Arts with respect to Acrobatic Arts Data or Statistical Data. For the purpose of Section 5.3, (a) your “Confidential Information" is your business or technical information, including but not limited to information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary and that is disclosed to us in connection with the Services; and (b) our “Confidential Information” is any information of the Company that is disclosed to you or to which you otherwise have access, including (i) any software utilized by Acrobatic Arts in the provision of the Services and its respective source code; (ii) Acrobatic Arts’ business or technical information, including information relating to software plans, designs, costs, prices and names, business opportunities, personnel, research, development or know-how that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (iii) any special pricing or other non-standard terms agreed to by Acrobatic Arts in a  separate written document.

6.        THIRD PARTY WEBSITES, CONTENT AND OFFERINGS     

6.1   No responsibility for Third-Party Websites.  The Sites or Apps may contain (or you may be sent via the Sites or Apps) links to websites run by unaffiliated third parties (“Third-Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content”) , including websites run by schools or teachers providing services to Customers (“Third Party Offerings”).  Such Third-Party Websites and Third-Party Content and Third Party Offerings are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through any Site or App or any Third-Party Content posted on, available through, or installed from any Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave any Site or App and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from any Site or relating to any applications you access, use or install from any Site.

6.2    No responsibility for Third Party Services.  When we find third parties to provide certain services you may request from time to time, we do not verify the qualifications or quality of the third parties but instead facilitate your use of their services.  Where we supply you with any goods or services supplied by a third party, then we act as your agent in sourcing the goods or services, but we are not responsible for the actions of the supplier.  We do not and will not provide any representations or recommendations in relation to any of the information and suggestions comprised within the services. You agree and acknowledge that Acrobatic Arts does not guarantee or endorse the products or services offered by the third party. You are deemed to be responsible for and shall use your own skill and judgment as to, the quality, value and suitability of such information and suggestions and in deciding whether to enter into any contract with any third party for the supply of services or sale of goods. You agree to inform us if you wish to cancel any booking or purchase made, or if you are unable to honor any appointment, reservation or meeting arranged in connection with the services. You will be responsible under the contract with the supplier for any cancellation fees/charges. When we instruct a supplier on your behalf, we are not responsible for the actions of the supplier (unless there has been a breach by us).

6.3 Purchases through Third-Party Websites or from Third Parties.  Any purchases you make through Third-Party Websites or from third party suppliers will be through other websites and from other companies, and although Acrobatic Arts may facilitate the purchase or transaction on your behalf or introduce you to the third party, Acrobatic Arts takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that Acrobatic Arts does not endorse the products or services offered on Third-Party Websites or by any third parties introduced to you by Acrobatic Arts and you shall hold Acrobatic Arts harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold Acrobatic Arts harmless from any losses sustained by you or harm to you, in each case, relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites or Third-Party Offerings or Third-Party Apps.

6.4 Third-Party Providers.  Our Services may include data and software from third parties. Some third-party providers require us to pass additional terms through to you and some require the third-party software to be governed by their own respective licenses. The third-party providers change their terms occasionally and new third-party providers are added from time to time. To see the current third-party required notices and the third-party additional terms and licenses for our Services please click on the following URL: https://AcrobaticArts.com/open-source-notices. You agree to comply with all applicable third-party terms therein. 

7. MODIFICATION.  Acrobatic Arts reserves the right, but not the obligation, to: (1) monitor the Services for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

8. DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND ACROBATIC ARTS (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IN SUCH EVENT, THE IMPLIED WARRANTY WILL BE DEEMED TO BE EXCLUDED TO THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.

9.  LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ACROBATIC ARTS, ITS AFFILIATES, OR ANY OF THEIR SUPPLIERS, OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “RELEASEES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE SITES, APPS AND RELATED SERVICES IS AT YOUR OWN DISCRETION AND RISK. 

YOU AGREE THAT ANY CONTRACT ENTERED INTO BY YOU WITH ANY OF THE SUPPLIERS IS AN INDEPENDENT CONTRACT.  ACROBATIC ARTS HEREBY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY SUPPLIER OR ANY LOSS INCURRED BY YOU AS A RESULT OF ANY ACT OR OMISSION OF A SUPPLIER WHETHER OR NOT ARRANGED THROUGH OR INTRODUCED BY ACROBATIC ARTS. ACROBATIC ARTS ACCEPTS NO LIABILITY FOR ANY LOSSES OR CLAIMS ARISING FROM ANY INABILITY TO ACCESS ANY SITE, ANY APP OR OUR SERVICES OR ANY FAILURE TO COMPLETE A TRANSACTION.

NONE OF THE RELEASEES SHALL BE LIABLE FOR ANY LOSS, COST, EXPENSE OR DAMAGE OF ANY NATURE WHATEVER (WHETHER DIRECT OR INDIRECT) RESULTING FROM THE PROVISION OF THE SERVICES OR YOUR RELIANCE UPON THE INFORMATION AND SUGGESTIONS PROVIDED BY ACROBATIC ARTS HEREUNDER AND THE RESULTING SUPPLY OF GOODS AND SERVICES TO YOU BY ANY THIRD PARTY, IN EITHER CASE, WHETHER ARISING OUT OF THE ORDINARY NEGLIGENCE OF ANY RELEASEE OR OTHERWISE. THE RELEASEES SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSS, DAMAGE, COSTS, EXPENSES OR OTHER CLAIMS FOR COMPENSATION ARISING FROM REQUESTS OR INSTRUCTIONS SUPPLIED BY YOU WHICH ARE INCOMPLETE, INCORRECT, OR INACCURATE OR ARISING FROM THEIR LATE ARRIVAL OR NON-ARRIVAL, OR ANY OTHER FAULT OF YOU. ACROBATIC ARTS SHALL NOT BE LIABLE TO YOU OR BE DEEMED TO BE IN BREACH OF THESE TERMS AND CONDITIONS BY REASON OF ANY DELAY IN PERFORMING, OR ANY FAILURE TO PERFORM, ANY OF ACROBATIC ARTS’S OBLIGATIONS IN RELATION TO THE SERVICES, IF THE DELAY OR FAILURE WAS DUE TO ANY CAUSE BEYOND ACROBATIC ARTS’S REASONABLE CONTROL

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE RELEASEES RELATING TO THE SERVICES WILL BE LIMITED TO AN AMOUNT GREATER OF ONE DOLLAR OR ANY AMOUNTS ACTUALLY PAID IN CASH BY YOU TO ACROBATIC ARTS FOR THE PRIOR ONE MONTH PERIOD PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.   IN SUCH EVENT, THE LIMITATION OF LIABILITY WILL BE DEEMED TO BE THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.

10.     INDEMNIFICATION.

You agree to defend, indemnify, and hold the Releasees harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) any breach of these Terms, including any breach of your  representations and warranties set forth in these Terms; or (3) your violation of the rights of a third party, including intellectual property rights. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

11.       TERM AND TERMINATION.   Subject to this Section, these Terms will remain in full force and effect while you use the Services.  We may suspend or terminate your rights to use the Services (including your Account) at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms.  Upon termination of your rights under these Terms, your Account and right to access and use the Services will terminate immediately. Acrobatic Arts will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content or Customer Data. The following will survive any expiration or termination of these Terms: The Preamble and Sections 1.2, 1.3, 2.5 and 3 through 12.

12.      GENERAL

12.1    Arbitration.  If any controversy, dispute, claim, question or difference (a “Dispute”) arises with respect to these Terms or their performance, enforcement, breach, termination or validity, then upon written notice by any party to the other parties to the Dispute, the Dispute shall be finally settled by arbitration in accordance with the provisions of the UNCITRAL Model Law on International Commercial Arbitration (1985) (the “Model Law”), based upon the following:

a) the arbitration tribunal shall consist of one arbitrator appointed by mutual agreement of such parties, or in the event of failure to agree within thirty (30) days following delivery of the written notice to arbitrate, the arbitration tribunal shall consist of three arbitrators (one arbitrator appointed by each of the two parties and the third arbitrator appointed by the first two arbitrators). The arbitrator(s) shall be qualified by education and training to pass upon the particular matter to be decided;

b) the arbitrator(s) shall be instructed that time is of the essence in the arbitration proceeding and, in any event, the arbitration award must be made within 180 days of the appointment of the arbitrator (as such period may be extended by the mutual written agreement of the parties to the Dispute); 

c) after written notice is given to refer any Dispute to arbitration, the parties to the Dispute shall meet within 15 business days of delivery of the notice to arbitrate and shall negotiate in good faith to agree upon the rules and procedures for the arbitration (which, for the avoidance of doubt, shall be in accordance with the Model Law), in an effort to expedite the process and otherwise ensure that the process is appropriate given the nature of the Dispute and the values at risk, failing which, the rules and procedures for the arbitration shall be finally determined by the arbitrator(s);

d) the arbitration shall take place in Denver, Colorado;

e) except as otherwise provided in this Agreement or otherwise decided by the arbitrator, the fees and other costs associated with the arbitrator(s) shall be shared equally by the parties to the Dispute and each party to the Dispute shall be responsible for its own costs; 

f) the arbitration award shall be given in writing, shall provide reasons for the decision, shall be final and binding on the parties to the Dispute, not subject to any appeal, and shall deal with the question of costs of arbitration and all related matters;

g) judgment upon any award may be entered in any court having jurisdiction or application may be made to any court for a judicial recognition of the award or an order of enforcement, as the case may be; 

h) all Disputes referred to arbitration (including the scope of the agreement to arbitrate, any statute of limitations, conflict of laws rules, tort claims and interest claims) shall be governed by the substantive laws of the State of Delaware without regard to conflict of laws;

i) the parties to the Dispute agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions and any awards) shall not be disclosed beyond the arbitrator(s), the parties to the Dispute, their counsel and any person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise. For the avoidance of doubt, the foregoing shall not be deemed to prohibit any party from using or disclosing in the ordinary course of business any document submitted or exchanged in the arbitration that was created independent of the arbitration (e.g., any business document); and

j) The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

12.2 Copyright Policy.    Acrobatic Arts respects the intellectual property of others and asks that users of our Services do the same.  In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights.  If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent: (a) your physical or electronic signature; (b) identification of the copyrighted work(s) that you claim to have been infringed; (c) identification of the material on our services that you claim is infringing and that you request us to remove; (d) sufficient information to permit us to locate such material; (e) your address, telephone number, and e-mail address; (f) a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and (g) a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.  Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Notice: 

Acrobatic Arts

Attention:  DMCA Agent

120 Second Ave NE, #109

Airdrie AB T4B 2N2

Canada

admin@acrobaticarts.com

12.3    Export. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Acrobatic Arts, or any products utilizing such data, in violation of the United States export laws or regulations.

12.4    Disclosures.  Acrobatic Arts is located at the address in Section 12.8.   If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

12.5    Consent to Electronic Communications and Text Messages

By using the Services, you consent to receiving certain recurring electronic communications from us as further described in this Privacy Policy.  You agree that any referrals, notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. We may send text messages (including SMS messages) to you directly or via third-party providers in accordance with this Section. 

Except as otherwise set forth in this paragraph, by using the Services, you consent to receive text messages from us at any phone or mobile number that you provide to us.  By providing any such phone or mobile number to us, you represent to us that you are authorized to provide the foregoing consent with respect to such number.  You are not required to grant the foregoing consent in this paragraph as a condition to your use of the Services, and you can indicate that you do not intend to provide such consent by sending an email to that effect to admin@acrobaticarts.com prior to using the Services.  Furthermore, you can revoke the foregoing consent in this paragraph, by contacting us at admin@acrobaticarts.com.

You may receive a text message from us in relation to use of the Sites and Services.  You can stop receiving text messages at any time by replying ‘STOP’ to the message or as otherwise indicated in the text message.

As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency depends on your interaction. You should contact your wireless provider with any questions.  Please keep all information accurate and up to date.  For all further questions about the electronic communications and text messaging, please send an email to admin@acrobaticarts.com.

12.6    Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.   Neither party is an agent or partner of the other.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Acrobatic Arts’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  law. Wemay assign any or all of our rights and obligations to others at any time.  The terms and conditions set forth in these Terms shall be binding upon assignees.

12.7    Copyright/Trademark Information.  Copyright © 2024 Ensemble Performing Arts Canada ULC, an Alberta unlimited liability corporation, and Acrobatic Arts LLC, a Delaware limited liability company.  All rights reserved.  All Marks displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third Party which may own the Marks.

12.8    Contact Information:

Acrobatic Arts

120 Second Ave NE, #109

Airdrie AB T4B 2N2

Canada

admin@acrobaticarts.com