These Terms and Conditions govern the provision of Services (defined below) by SB Yoga & Yoga Therapy, LLC, d/b/a YTM  ("Company") to Clients (each a "Client"). 

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1. Services.

Company may provide Client with one or more of the following services, upon the mutual agreement of Company and Client: (a) Yoga instruction in a class setting, (b) one-on-one Yoga Therapy sessions, and (c) online Yoga instruction. Services will be provided through various membership, bundle, and/or class packages as more fully described in the documentation provided by Company to Client (each a "Package"). Any and all such Services will be governed by these Terms and Conditions.

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2. Fees and Payment; Cancellations. 

    2.1 In consideration of the Company's performance of the Services, and the rights granted to Client under these Terms and Conditions, Client will pay Company fees for Packages and individual sessions in accordance with Company's then current pricing (the "Fees"). 

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    2.2 Payment of Fees must be made to Company in full, by check, credit card, Venmo, or Zelle prior to commencement of the Services, or the scheduled Services will be cancelled by Company. Payment of Fees by credit card will be subject to a processing fee. All checks returned for any reason, including, without limitation, for insufficient funds, will incur a charge of $50. 

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    2.3 Client may cancel scheduled Services without charge up to forty-eight (48) hours prior to commencement of the Services, upon notice to Company. Subject to Client's compliance with the preceding sentence, Client will be entitled to a refund of amounts paid for such Services, less any processing fees. Company will be entitled to payment in full for Services cancelled with less than forty-eight (48) hours' notice to Company prior to commencement of the Services.

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    2.4 If Client pays for Fees by credit card, Client authorizes Company to charge Client's designated credit card for such Fees. Client acknowledges and agrees that any charge on a credit card payable to Company is irrevocable, undisputable, and may not be charged back, contested, or challenged now, or in the future. As such, a chargeback of a credit card payment by Client will constitute a material breach of these Terms and Conditions and Company will be entitled to its attorneys' fees, costs, and other fees associated with addressing a chargeback, in addition to the amount charged.

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    2.5 Except as otherwise provided in these Terms and Conditions, all payments for Services are non-refundable. Company reserves the right to make exceptions to its no refund policy on a case by case basis for good cause, in its sole discretion, including for health reasons.

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3. Term and Termination.

    3.1 Term; Renewal. These Terms and Conditions will apply to each Service provided to Client and continue until the earlier to occur of completion of the last Service provided to the Client, or termination of these Terms and Conditions under Section 3.2 below. (the "Term"). 

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    3.2 Termination. Either party may terminate these Terms and Conditions, in whole or in part, at any time with or without cause, in its sole discretion, by providing at least 14 days' prior written notice to the other party. Upon such termination, or expiration of the Term under Section 3.1 above, neither party will have any further obligation to other party under these Terms and Conditions except for those obligations which expressly, or which by their nature ought to, survive termination.

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4. Intellectual Property.

    Client acknowledges and agrees that all Intellectual Property Rights in all documents, data, know-how, methodologies, software, and other materials provided or used by Company to provide, and/or perform, the Services are owned exclusively by Company and its licensors. Company grants Client a revocable, non-transferable, non-sublicensable, non-exclusive license to use the Intellectual Property Rights solely as necessary for Client to receive the benefits of the Services. All other rights in and to the Intellectual Property Rights are expressly reserved by Company. As used in these Terms and Conditions, "Intellectual Property Rights" mean all intellectual property rights of any kind including, without limitation, copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of their respective goodwill, derivative works and all other rights.

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5. Confidential Information; Non-Solicitation

    5.1 “Confidential Information” means all non-public, confidential, or proprietary information of Company, whether or not marked, designated, or otherwise identified as “confidential” ("Confidential Information"). Confidential Information includes, without limitation, information about Company's business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by Company to Client. Confidential Information may be disclosed orally, disclosed or accessed in written, electronic, or other form or media, or otherwise learned by the Client in connection with the Services or these Terms and Conditions. 

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    5.2  Confidential Information may not be disclosed or copied by Client unless permitted by the Company in writing. Client must protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as Client uses to protect its own confidential information, but in no event with less than a commercially reasonable degree of care. 

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    5.3  Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of the Client's breach of these Terms and Conditions; (b) is obtained by Client on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; (c) Client establishes by written evidence was in Client's  possession prior to the Company's disclosure under these Terms and Conditions; (d) was or is independently developed by Client without using any of the Confidential Information; or (e) is required to be disclosed under applicable law, or by valid order issued by a court or governmental agency of competent jurisdiction.

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    5.4 Client's obligations under this Section 5 will survive expiration or termination of these Terms and Conditions for five (5) years, except for Confidential Information that constitutes a trade secret under applicable law. In the case of trade secrets, these obligations will survive for as long as such Confidential Information remains a trade secret under applicable law.

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    5.5 Client acknowledges that, as part of the Confidential Information, Client will have access to, without limitation, Company’s list of vendors, suppliers, business partners, clients, and customers. Accordingly, during the term of these Terms and Conditions, and for two (2) years thereafter, in addition to Client's other obligations under these Terms and Conditions, Client will not, for itself or any third party, directly or indirectly (i) divert or attempt to divert from Company any business of any kind, including, without limitation, the solicitation of or interference with any of its vendors, suppliers, business partners, clients, prospective customers, or members, or (ii) solicit or otherwise induce any person employed by Company to terminate their employment.

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6. Client's Conduct.

In connection with Client's participation in the Services, Client agrees not to cause any nuisance, harass, or otherwise act offensively toward, any Yoga instructor or teacher, or fellow Yoga student, nor to behave in a dangerous, threatening, distressing, or disruptive manner. A breach of this Section 6 may, in Company's sole discretion, result in cancellation of the Services and Client's loss of payment or credit for such Services without refund.

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7. Disclaimer of Warranties. 

    7.1 THE SERVICES ARE FURNISHED TO CLIENT “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. COMPANY, ON BEHALF OF ITSELF AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “COMPANY PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OF THE SERVICES IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. CLIENT'S USE OF THE SERVICES IS ENTIRELY AT CLIENT'S OWN DISCRETION AND RISK AND CLIENT ASSUMES TOTAL RESPONSIBILITY FOR CLIENT'S USE OF THE SERVICES.

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    7.2 THE LIMITATION OF REMEDIES IN THIS SECTION 7 IS A PART OF THE BARGAIN BETWEEN CLIENT AND COMPANY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY, OR BY ANY PERSON ON BEHALF OF COMPANY, WILL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.

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    7.3 NOTHING IN THIS SECTION 8 WILL EXCLUDE OR LIMIT THE COMPANY PARTIES’ WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

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8. Limitation of Liability.

IN NO EVENT WILL ANY COMPANY PARTY BE LIABLE TO CLIENT, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, (INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE) WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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9. Representations and Warranties.

Client represents and warrants to Company that: (a) Client has the right, power, and authority to (i) enter into these Terms and Conditions, (ii) grant the rights and licenses granted under these Terms and Conditions, and (iii) perform Client's obligations, under these Terms and Conditions; (b) these Terms and Conditions will constitute the legal, valid, and binding obligation of Client, enforceable against Client in accordance with its terms, and (c) Client is physically fit and has no medical condition that would prevent Client's full participation in any Yoga class, Yoga therapy session, or Yoga program. 

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10. Indemnification and Release.

    10.1 Client will  indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees and costs (collectively, "Losses"), resulting from any claim of a third party for: (a) bodily injury, death of any person or damage to real or tangible, personal property resulting from Client's acts or omissions; or (b) Client's negligence, willful misconduct, or breach of these Terms and Conditions, including but not limited to breach of any representation or warranty made by Client in these Terms and Conditions.

    10.2 Client, including Client's successors and permitted assigns, agree that they will release, forever discharge, indemnify, defend, and hold Company harmless from any and all claims arising from the Client's negligence and/or acts or omissions, including, without limitation, any and all damages of whatsoever kind or nature.

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11. Force Majeure.

Neither party will be liable or responsible to the other party, or be deemed to have breached these Terms and Conditions, for any failure or delay in performing any term of these Terms and Conditions (except for payment obligations), to the extent this failure or delay results from events outside of the non-performing party's reasonable control ("Force Majeure Events"). Force Majeure Events include, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of these Terms and Conditions; (f) action by any governmental authority; (g) national or regional emergency; and (h) strikes, labor stoppages or slowdowns or other industrial disturbances. The affected party must resume performance under these Terms and Conditions as soon as reasonably practicable after the Force Majeure Event is resolved or terminated.

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12. Miscellaneous.

The parties are independent contractors, and nothing in these Terms and Conditions will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between them. Neither party is authorized to contract for or bind the other party in any manner whatsoever. Except as otherwise provided or contemplated in these Terms and Conditions, neither party may (i) issue or release any announcement, statement, press release, or other publicity or marketing materials, relating to these Terms and Conditions, or (ii) use the other party's trademarks, service marks, trade names, logos, symbols, brand names, or other intellectual property, without the other party’s prior written consent. All notices, requests, consents, claims, demands, waivers, and other communications under these Terms and Conditions (each, a "Notice") must be in writing, addressed to the parties at the addresses on the first page of these Terms and Conditions (or such other address designated by the receiving party from time to time in accordance with this Section). All Notices must be personally delivered or be sent by nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise stated in these Terms and Conditions, a Notice is effective only (a) upon receipt by the receiving party; and (b) if the party giving the Notice has complied with the requirements of this Section). These Terms and Conditions,, and any other documents incorporated into these Terms and Conditions by reference, constitute the entire agreement of the parties concerning its subject matter, and supersede all prior and contemporaneous understandings and agreements, written and oral, concerning such subject matter. Client will not assign, transfer, or delegate any of its rights or obligations under these Terms and Conditions, including by operation of law, change of control, or merger, without the prior written consent of Company. No assignment will relieve Client of any of its obligations under these Terms and Conditions. Any attempted assignment transfer or other conveyance in violation of this Section will be void. These Terms and Conditions are binding on, and will inure to the benefit of, the parties to these Terms and Conditions and their respective successors and permitted assigns.. Nothing in these Terms and Conditions, express or implied, is intended to, or will, confer on any third-party individual or entity any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this these Terms and Conditions These Terms and Conditions may be amended, modified, or supplemented only by a written agreement signed by the parties. No failure to exercise any right, remedy, power, or privilege ("Right(s)") arising from these Terms and Conditions will operate or be construed as a waiver of that Right. No single or partial exercise of any Right under these Terms and Conditions precludes any other or further exercise of that Right, or the exercise of any other Right. No invalidity, illegality, or unenforceability of any provision of this Agreement in any jurisdiction will affect any other term or provision of these Terms and Conditions, or invalidate or render such provision unenforceable, in any other jurisdiction. If any provision of these Terms and Conditions is determined by a non-appealable order or judgment of a court of competent jurisdiction to be invalid, illegal, or unenforceable, the parties will negotiate in good faith to modify these Terms and Conditions so as to effect the original intent of the parties as closely as possible.. These Terms and Conditions will be governed by and construed in accordance with the internal laws of Georgia, without giving effect to any choice or conflict of law provision or rule that would result in the application of laws of any other jurisdiction to these Terms and Conditions. Any lawsuit, action, or proceeding arising out of, or related to, these Terms and Conditions or the Services or Deliverables must be instituted exclusively in the state or federal courts in Atlanta, Georgia. Each party irrevocably: (a) submits to the exclusive jurisdiction of such courts; and (b) waives any objection to such courts based on venue or inconvenience. Each party acknowledges that a breach of Section 4 (Intellectual Property Rights) or Section 5 (Confidential Information) may cause the non-breaching party irreparable damage for which an award of damages may not be adequate compensation. If there is a breach or threatened breach of Sections 4 and/or 5, the non-breaching party will be entitled to seek equitable relief. Except as expressly stated in these Terms and, the rights and remedies under these Terms and Conditions are cumulative and in addition to any other rights or remedies available at law or in equity or otherwise.