IRL Studios, Inc. (“IRL”) Terms of Service
Last Updated: December 13, 2023
1. Introduction
These terms of service, as amended from time to time (“Terms of Service” or “Terms”), are a legal agreement between IRL Studios Inc., its affiliates and any of their respective successors or assigns (collectively, “Gym Class,” “our,” “we” or “us”) and you regarding your use of our website(s), our games (“Games”) (collectively, the “Services”). Your access to and the use of the Services is subject to your acceptance of the terms, conditions, policies and notices contained herein (the “Agreement” or “Terms of Service”).
The Terms of Service apply whether you are a user that registers an account with the Services or an unregistered user. By accessing or using the Services, you are entering into a legally binding agreement between you and Gym Class regarding your use of the Services. You acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, do not access or otherwise use any of the Services.
We may amend any of the terms of these Terms of Service by posting the amended terms. Your continued use of the Services after the effective date of the revised Terms of Service constitutes your acceptance of the terms, as revised.
When you visit our website(s), send us e-mails, or communicate with us via our Discord channel, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 11 BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION). THESE TERMS ALSO INCLUDE A WAIVER OF RIGHTS BY YOU TO BRING A CLASS ACTION AGAINST US AND A LIMITATION ON DAMAGES THAT YOU CAN COLLECT FROM US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICES. BY USING THE SERVICES, YOU AGREE TO THESE PROVISIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT INSTALL, COPY, OR USE THE SERVICES. ANYTHING YOU PURCHASE FROM US IS NON-REFUNDABLE.
2. Minors and Blocked Persons
The Services are not available to persons under the age of 13. If you are between the ages of 13 and the age of legal majority in your jurisdiction of residence, you may only use the Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service.
The Services are also not available to any users previously removed from the Services by Gym Class or to any persons barred from receiving them under the laws of the United States (such as its export and re-export restrictions and regulations) or applicable laws in any other jurisdiction.
BY DOWNLOADING, INSTALLING, OR OTHERWISE USING THE SERVICES, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE, THAT YOUR PARENT OR LEGAL GUARDIAN AGREES TO BE BOUND BY THESE TERMS OF SERVICE IF YOU ARE BETWEEN 13 AND THE AGE OF LEGAL MAJORITY IN YOUR JURISDICTION OF RESIDENCE, AND THAT YOU HAVE NOT BEEN PREVIOUSLY REMOVED FROM AND ARE NOT PROHIBITED FROM RECEIVING THE SERVICES.
3. Privacy
Please see our Privacy Policy available at: [PRIVACY POLICY LINK] for information relating to how we collect, use, and disclose your personal information, and how you can manage your online privacy when you use the Services.
4. Accounts
You are accessing our Games through certain software providers which may also act as a download agent, which includes, but is not limited to, platforms like Steam and Oculus (“Platforms”). To access, purchase or download our Games through a Platform, you must create an account with that Platform (a “Platform Account”) and you acknowledge and agree that the Platform’s terms and conditions may apply to your use of the Platform, your Platform Account, and your use of our Services through the Platform. In the event of any conflict between any Platform’s terms and conditions and these Terms, these Terms will take priority.
When you access our Services through a Platform, we will receive certain information about you from your Platform Account, as described in our Privacy Policy.
Certain Content and Services that we may offer or that you may wish to access may require that you first register with us and create an account. To establish an account, you may be required to provide us with certain personal information, including without limitation, your first and last name and e-mail address. You agree that you will supply accurate information, and that you will update that information promptly if it changes. We reserve all rights to pursue legal action against all persons who misrepresent personal information or who are otherwise untruthful about their identity, and to suspend or cancel accounts registered with inaccurate or incomplete information. Multiple accounts may not be created sharing the same name or email. You are solely responsible for maintaining the confidentiality of your account, your password and for restricting access to your computer. If you permit others to use your account credentials, you agree to these Terms of Service on behalf of all other persons who use the Services under your account or password, and you are responsible for all activities that occur under your account or password.
By registering for an account, you agree that we may display your username and profile picture/avatar and game statistics, if any.
YOU AGREE THAT YOU HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN YOUR ACCOUNT, AND THAT ALL RIGHTS IN AND TO THE ACCOUNTS ARE AND SHALL FOREVER BE OWNED BY AND INURE TO THE BENEFIT OF GYM CLASS.
5. Licenses
(i) For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services. Gym Class and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights thereto and therein.
(ii) We may offer certain upgrades, add-ons, features, materials and other options, or in-game currency, within and via the Services (“In-Game Content”). In-Game Content may include, for example, virtual currency (“In-Game Currency”), skins, items, goods, or other content that may improve your in-game experience. You may purchase access to certain In-Game Content, or receive access to In-Game Content in connection with a purchase, as described below in Section 6, and you are only allowed to purchase In-Game Content directly from Gym Class or our authorized partners through the Platforms, and not in any other way. You may also be provided opportunities, in our sole discretion, to earn certain In-Game Content (e.g., by accomplishing game missions or tasks) or receive certain In-Game Content (e.g., sent from another player as a gift) solely within the functionality of the Services. You do not in fact own or have any property interest in any In-Game Content, regardless of any consideration offered or paid in exchange and regardless if you “earn” or “receive” such In-Game Content. All In-Game Content, including In-Game Currency, is Gym Class Content, and any In-Game Content you acquire, access or use through our Services remains the property of Gym Class licensed to you as set forth hereunder. In-Game Content has no monetary value, does not have an equivalent value in real currency, does not act as a substitute for real currency and is not redeemable or refundable for any “real world” money, goods, services or anything of monetary value. You cannot transfer, sell, send, gift, rent, trade, redeem or exchange In-Game Content unless specifically allowed in these Terms and only within the functionality of the Services. Neither Gym Class nor any other person or entity has any obligation to exchange In-Game Content for anything of value, including, but not limited to, real currency. Your access to and use of In-Game Content is subject to the license terms and restriction set forth in these Terms, and we, in our sole discretion, may revoke your license to such In-Game Content at any time consistent with these Terms with no liability to you. You are solely responsible for all activities that occur under your account or resulting therefrom, including the acquisition and management of In-Game Content. You acknowledge that Gym Class is not required to provide a refund or exchange for In-Game Content for any reason (subject to applicable law and the refund policy of the relevant Platform), and that you will not receive money or any other compensation for unused In-Game Content whatsoever. Gym Class, in its sole discretion, may impose limits on the amount of In-Game Content or In-Game Currency that may be purchased, earned, accumulated, redeemed, or otherwise used. Additional restrictions may apply to your use of In-Game Content, including any restrictions related to the functionality of the Games or that may be communicated to you separately via the Games or our other Services. To the extent allowed by law, we may in our sole discretion modify, substitute, replace, suspend, cancel, discontinue, eliminate, or take any other action with respect to any In-Game Content, including your ability to access or use In-Game Content, without notice or liability to you, even if you have not “used” or “consumed” the In-Game Content prior to such action.
(iii) Subject to your compliance with these Terms, Gym Class grants to you a limited, revocable, non-exclusive, non-transferable license, with no right to sublicense (except as expressly set forth herein), (a) to access and view the Content (including any In-Game Content you have purchased or otherwise obtained access to in accordance with these Terms); (b) to access and use the In-Game Currency; and (c) if you have purchased a Game through Platform, to download and install that Game on a computer or device you own or control; in each case of (a), (b) and (c) solely in connection with your permitted use of the Services. Except as expressly permitted in these Terms, you may not: (w) copy, modify or create derivative works based on the Services; (x) distribute, transfer, sublicense, lease, lend or rent our Services to any third party; (y) reverse engineer, decompile or disassemble the Services; or (z) make the functionality of the Services available to multiple users through any means. Gym Class reserves all rights in and to the Services, including our Games and Content, not expressly granted to you under these Terms.
6. Transactions
When you purchase access to our Games through a Platform or In-Game Content (each, a “Transaction”), you expressly authorize the Platforms (or the Platforms’ third-party payment processors) to charge you for such Transaction. They may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You acknowledge and agree that the Platforms’ terms and conditions may also apply to your Transaction. When you initiate a Transaction, you authorize the Platforms to provide your Payment Information to third parties so they can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). SUBJECT TO THE REFUND POLICY OF THE RELEVANT PLATFORM, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR PURCHASE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, the Platforms reserve the right to cancel your Transaction for any reason and, if they cancel your Transaction, they’ll refund any payment you have already remitted to them for such Transaction.
When you make any purchases through your account and not through a Platform, you must designate and provide Payment Information, as updated through your account information page. If you provide your Payment Information, you authorize us and certain third-party service providers, payment card networks and payment processors to receive, store and encrypt your Payment Information. No refunds or credits will be provided for any purchases through your account and all sales are final. Pricing is exclusive of any taxes applicable to your purchase. If your payment provider determines that there are fraudulent charges on your account resulting from use of your payment provider on the Services, please contact us per the contact information below.
In-Game Currency Sending
(a) Send Feature: We may permit the sending of In-Game Currency by users to other users within the Services. This feature allows players to transfer specified amounts of In-Game Currency from their account to another player's account solely within the functionality of the Services, such as for gifting In-Game Currency.
(b) Conditions and Limitations of Sending: Sending of In-Game Currency is subject to certain conditions and limitations. These include these Terms and certain restrictions on the amount that can be sent and the frequency of such transactions, which may be published from time to time in our sole discretion. We reserve the right to change these conditions in our sole discretion and will notify you of any such changes.
(c) No Enhancement of Value: Sent In-Game Currency retains its nature as a virtual item with no real-world value, as outlined in Section 5 above.
(d) Dispute Resolution: You are solely responsible for your decision to use the send feature and for transferring any In-Game Currency, including all activities that occur under your account or resulting therefrom. ALL TRANSACTIONS MADE VIA THE SEND FEATURE ARE AT YOUR OWN RISK, FINAL, and IRREVERSIBLE. We are not responsible for any transactions made via the send feature and have no obligation to investigate or reverse any such transaction. If you have any disputes concerning transactions made via the send feature, you may contact our customer support. Such disputes may be addressed on a case-by-case basis according to our standard dispute resolution procedures in our sole discretion. We reserve the right to monitor transactions made via the send feature, but are not obligated to do so. We may, at our sole discretion, reverse, cancel, or take any action with regard to any such transactions, for any reason, including for example those that are identified as fraudulent, unlawful or in violation of these Terms.
7. Prohibited Conduct
YOU AGREE NOT TO violate any law, contract, intellectual property, or other third-party right; not to commit a tort, and that you are solely responsible for your conduct while on the Services.
You agree that you will comply with these Terms of Service and will not:
i. communicate any personal information (other than your name) to other users of the Service (e.g. you will not provide any other players with personal information about yourself or other individuals);
ii. create, upload, transmit, distribute, or store any content that is inaccurate, unlawful, infringing, defamatory, obscene, pornographic, invasive of privacy or publicity rights, harassing, threatening, abusive, inflammatory, or otherwise objectionable;
iii. impersonate any person or entity; falsely claim an affiliation with any person or entity; access the accounts of others without permission; forge another person’s digital signature; misrepresent the source, identity, or content of information transmitted via the Services; or perform any other similar fraudulent activity;
iv. send junk mail or spam to users of the Services, including without limitation unsolicited advertising, promotional materials, or other solicitation material; bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, petitions for signatures, or any of the preceding things related to promotional giveaways (such as raffles and contests); and other similar activities;
v. harvest or collect email addresses or other contact and/or personal information of other users;
vi. defame, harass, abuse, threaten, or defraud users of the Services;
vii. delete, remove, circumvent, disable, damage, or otherwise interfere with (a) security-related features of the Services, (b) features that prevent or restrict use or copying of any content accessible through the Services, (c) features that enforce limitations on the use of the Services, or (d) the copyright or other proprietary rights notices on the Services;
viii. modify, adapt, translate, or create derivative works based upon the Services or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
ix. interfere with or damage the operation of the Services or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;
x. relay email from a third party’s mail servers without the permission of that third party;
xi. access any website, server, software application, or other computer resource owned, used, and/or licensed by Gym Class including but not limited to the Services, by means of any robot, spider, scraper, crawler, or other automated means for any purpose, or bypass any measures we may use to prevent or restrict access to any website, server, software application, or other computer resource owned, used, and/or licensed by Gym Class, including but not limited to the Services;
xii. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
xiii. attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of the Services that you are not authorized to access; and
xiv. use the Services for any illegal purpose, or in violation of any local, state, national, or international law or regulation, including without limitation laws governing intellectual property and other proprietary rights, data protection, and privacy.
8. Digital Millennium Copyright Act
We respect the intellectual property rights of others and request that users of the Services respect the intellectual property rights of others as well. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will remove any content that allegedly infringes another party’s copyright and reserve the right to suspend, terminate, or cancel an account or a user’s access to and use of the Services if a user is found to be a repeat infringer. If you believe your work has been copied and is accessible through the Services in a way that constitutes copyright infringement, you may notify our designated copyright agent (specified below) in writing with the following and in the form required by 17 U.S.C. 512 of the United States Copyright Act:
i. provide your physical or electronic signature;
ii. identify the copyrighted work that you believe is being infringed;
iii. identify the item in the Services that you think is infringing your work and include sufficient information about where the material is located on the website;
iv. provide us a way to contact you, such as your address, phone number or email address;
v. provide a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, or its agent, or the law; and
vi. provide a statement by you, made under penalty of perjury, that the information you provide in your notice is accurate, and that you are authorized to act on behalf of the copyright owner whose work is being infringed.
Interim Designation of Agent to Receive Notifications of Claimed Infringement, pursuant to 17 U.S.C. 512(c) of the United States Copyright Act:
IRL STUDIOS INC.
Attn: DMCA Agent
2261 Market Street STE 5119
San Francisco, CA 94114
Email: tos@gymclassvr.com
9. Idea Submission
If you send us creative suggestions, ideas, notes, drawings, concepts, or other information (collectively the “Submissions”) such Submissions shall be deemed and shall remain the property of Gym Class in perpetuity. By making any Submission, the sender automatically grants, or warrants that the owner of such material expressly grants, Gym Class the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and distribute such material (in whole or in part) throughout the universe and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for any purpose that Gym Class chooses, whether internal, public, commercial, or otherwise, without any compensation, credit or notice to the sender whatsoever. The sender waives all so-called “moral rights” in all Submissions. The sender further waives the right to make any claims against Gym Class relating to unsolicited Submissions, including, but not limited to, unfair competition, breach of implied contract and/or breach of confidentiality.
10. Termination
To the fullest extent permitted by applicable law, Gym Class reserves the right, without notice and in our sole discretion, to terminate your license to use the Services and to block or prevent your future access to and use of the Services, including where we reasonably consider that: (i) your use of the Services violates these Terms of Service or applicable law; (ii) you fraudulently use or misuse the Services; or (iii) we are unable to continue providing the Services to you due to technical or legitimate business reasons. Our right to terminate your license includes the ability to terminate or to suspend your access to any purchased products or services, including any subscriptions. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with: (a) the Services, (b) any term of these Terms of Service, (c) any policy or practice of Gym Class in operating the Services, or (d) any content or information transmitted through the Services, is to terminate your account and to discontinue use of any and all parts of the Services.
11. Disputes
i. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Gym Class, its affiliated companies, and each of our respective contractors, employees, officers, directors, agents, third-party suppliers, licensors, and partners (individually and collectively, the “Indemnified Parties”) from any claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses, arising out of or related to your access, use, or misuse of the Services, your violation of the rights of any third party, any violation by you of these Terms of Service, or any breach of the representations, warranties, and covenants made by you herein. You agree to promptly notify the Indemnified Parties of any third-party claim, and Gym Class reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Gym Class, and you agree to cooperate with Gym Class’s defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
ii. Disclaimers; No Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY GYM CLASS; (B) THE INDEMNIFIED PARTIES DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICES, INCLUDING ANY INFORMATION OR CONTENT; (C) GYM CLASS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT ON THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; (D) GYM CLASS IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO TEXT OR PHOTOGRAPHY; AND (E) GYM CLASS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GYM CLASS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Our Services, including our Games, may require the use of third-party hardware, including headsets or sensors (e.g., Oculus Rift or HTC Vive hardware products) (“Third-Party Hardware”). You acknowledge and agree that Gym Class is not responsible for Third-Party Hardware, including any damages or malfunctions that arise from your use of our Services in connection with such Third-Party Hardware. You acknowledge and agree that you are solely responsible for reading any warnings or instructions provided with Third-Party Hardware, and for ensuring that your use of our Services, including our Games, complies with such instructions.
iii. Limitation of Liability and Damages
a. Limitation of Liability
(a) NEITHER GYM CLASS NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GYM CLASS OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(b) USE OF VIRTUAL REALITY SOFTWARE, INCLUDING OUR GAMES, AND ANY THIRD-PARTY HARDWARE MAY AFFECT HEART AND BREATHING RATE, CAUSE UNINTENDED SIDE EFFECTS SUCH AS MOTION SICKNESS OR DISORIENTATION, OR AGGRAVATE PRE-EXISTING MEDICAL CONDITIONS. YOU EXPRESSLY WAIVE GYM CLASS’S LIABILITY FOR RISKS INHERENT IN THE USE OF VIRTUAL REALITY SOFTWARE, AND GYM CLASS WILL NOT BE LIABLE TO YOU FOR ANY CAUSE OF ACTION OR UNDER ANY THEORY OF LIABILITY ARISING FROM SUCH RISKS.
(c) IN NO EVENT WILL GYM CLASS’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO GYM CLASS FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO GYM CLASS, AS APPLICABLE.
(d) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GYM CLASS AND YOU.
iv. Applicable Law and Venue
PLEASE READ THE FOLLOWING CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH GYM CLASS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM GYM CLASS.
To expedite resolution and control the cost of any dispute, controversy or claim related to these Terms of Service or the Privacy Policy (“Dispute”), you and Gym Class agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days prior to initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person or entity to the other in accordance with the Notice section below. Any dispute, claim or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles, California USA, before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment may be entered in any court having jurisdiction. Notwithstanding the foregoing, Gym Class may seek (and obtain) injunctive or other equitable relief in any court of competent jurisdiction. Without limiting or waiving any right or remedy to which Gym Class or its assigns may be entitled under these Terms of Service or applicable law, in the event of any actual or threatened breach of these Terms of Service by you or on your behalf, Gym Class would be irreparably damaged if these Terms of Service were not specially enforced and, as such, you agree that Gym Class shall be entitled, without the need to post bond or other security or provide proof of damages, to obtain injunctive relief or other equitable relief in any court of competent jurisdiction. You may not, in any circumstance, seek to enjoin or limit the availability of any of Gym Class’s products or services. To the full extent permitted by law: (I) no arbitration shall be joined with any other; (II) there is no right or authority for any claim related to these Terms of Service or Gym Class’s products or services to be arbitrated on a class action basis or to utilize class action procedures; and (III) there is no right or authority for any claim to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AND GYM CLASS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Gym Class agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF. YOU UNDERSTAND THAT, ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
Except as expressly provided otherwise, this Agreement shall be governed by, and will be construed and enforced under, the laws, rules and regulations of the United States of America and the laws, rules and regulations of the State of California, excluding conflict of law rules and principles.
v. Claims
YOU AND GYM CLASS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
12. Miscellaneous
i. Waiver
If we fail to exercise or enforce any right or provision of these Terms of Service, it will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by the relevant party.
ii. Severability
If any provision of these Terms of Service is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms of Service to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
iii. Notice
In accordance with provisions in this Agreement requiring Gym Class to give notice to you, we will do so by means of a general notice on our website or electronic mail to your email address on record in your account (if you have created an account), the choice of which being at our discretion. Any provisions in this Agreement requiring you to give notice to Gym Class can be done so by means of email to tos@gymclassvr.com or by first class mail, postage prepaid, or overnight courier to:
IRL Studios Inc.
Attn: Customer Notice Processing
2261 Market Street STE 5119
San Francisco, CA 94114
iv. Assignment
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Gym Class without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.
v. Survival
Upon termination of these Terms of Service, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
vi. Entire Agreement
The Terms of Service is the entire agreement between you and Gym Class relating to the subject matter herein and will not be modified except by a writing signed by authorized representatives of both parties or by a change to these Terms of Service made by Gym Class as set forth herein.